TCR_Public/130528.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 28, 2013, Vol. 17, No. 146

                            Headlines

261 EAST: Hearing on Plan Outline Continued Until June 19
333-345 GREEN: Wins Confirmation of First Amended Plan
56 WALKER LLC: Sotheby's Listing Property for $23 Million
56 WALKER LLC: May 29 Hearing on Bank's Foreclosure Bid
56 WALKER LLC: Proposes Weingarten as Bankruptcy Counsel

710 LONG RIDGE: Seeks More Time to File Exit Plan
ACCO BRANDS: S&P Assigns 'BB+' Rating to $780MM Sr. Secured Debt
ADVANCED READY MIX: May 28 Hearing on Tilcon Bid to Convert Case
AFA INVESTMENT: Cash Collateral Termination Date Tolled to May 30
AKA REAL ESTATE: Voluntary Chapter 11 Case Summary

ALGECO SCOTSMAN: S&P Cuts Corp. Credit Rating to B; Outlook Stable
ALLIED SYSTEMS: Seeks to Obtain $33.5-Mil. Replacement DIP Loans
ALLY FINANCIAL: Fitch Affirms 'BB-' Longterm Issuer Default Rating
ALVARION LTD: Kost Forer Raises Going Concern Doubt
AMERICAN AIRLINES: US Trustee, Banks Slam Bankruptcy Exit Plan

AMERICAN AIRLINES: U.S. Balks at $20MM Severance for Horton
AMERICAN AIRLINES: Amends Agreement and Plan of Merger
AMF BOWLING: Judge Clears Creditors to Vote on AMF Chapter 11 Plan
ANTHRACITE CAPITAL: Gets $50MM in Deal with BlackRock, Lenders
ARTE SENIOR: Court Approves Settlement, Conditional Dismissal

ATLANTIC COAST: Stresses Importance of Approval of Merger
BERNARD L. MADOFF: Trustees' Association Backs Picard on Appeal
BERWIND COUNTRY CLUB: Case Summary & 20 Largest Unsec. Creditors
BIG M: Mandee, Annie Sez Stores Sold to YM From Toronto
BNNC INC: Case Summary & 4 Unsecured Creditors

BUNGE LIMITED: Fitch Affirms 'BB+' Preference Shares Rating
CALUMET SPECIALTY: Good Performance Cues Moody's to Up CFR to B1
CASH STORE: Files Amended Financial Statements & MD&A
CAPITOL BANCORP: Provides Details of Sale-Based Ch. 11 Plan
CENTRAL FEDERAL: Presented at 2013 Annual Meeting of Shareholders

CHINA NATURAL: Asks NY Judge to Dismiss Involuntary Ch. 11
CLAIRE'S STORES: Completes $320 Million Senior Notes Offering
CLARK RETIREMENT: S&P Alters Outlook to Positive & Keeps BB Rating
CLEAR CHANNEL: New Senior Unsecured Notes Get Moody's 'Ca' Rating
CLEAR CHANNEL: S&P Rates Proposed Senior Notes Due 2021 'CCC-'

CODA HOLDINGS: US Trustee Objects to White & Case Representation
COMMERCIAL CAPITAL: June 17 Hearing on Adequacy of Plan Outline
COMMUNICATION OPTIONS: Case Summary & 20 Largest Unsec. Creditors
CSD LLC: May 31 Auction Adjourned Sine Die
CUSTOM MAINTENANCE: Voluntary Chapter 11 Case Summary

D & L ENERGY: Committee Taps Squire Sanders as Legal Counsel
D & L ENERGY: Court Approves Dennis Gartland as Accountants
D & L ENERGY: Roderick Linton Okayed as General Bankruptcy Counsel
D & L ENERGY: Files Schedules of Assets and Liabilities
DEL MONTE: Balanced Pet Merger Triggers Moody's Ratings Review

DEWEY & LEBOEUF: Atty Says Claims Hearing Delay Would Be Abusive
DIALOGIC INC: Delays Q1 Form 10-Q, Expects to Report $10.8MM Loss
DINNER-BEL INC: Case Summary & 21 Largest Unsecured Creditors
EASTMAN KODAK: Aims for Aug. 9 Plan Confirmation
ELPIDA MEMORY: Wants Tokyo Court-Approved Plan Recognized by U.S.

EMPIRE LAND: AIG Unit Dodges Some Defense Costs
ESTELA MARTINEZ: Charged After Bankruptcy 6 Times in 4 Years
FERRO CORP: S&P Affirms 'B+' CCR & Removes Rating from Creditwatch
FIBERTOWER NETWORK: Has Court Authority to Sell Telecom Equipment
FIRST DATA: Offering of $500 Million Senior Subordinated Notes

FIRST FINANCIAL: Three Directors Elected to Board
FRIENDFINDER NETWORKS: Incurs $10.4 Million Net Loss in Q1
GEOMET INC: Incurs $5.8 Million Net Loss in First Quarter
GGW BRANDS: Trustee Says Founder Can't Stop Chapter 11
HALLWOOD GROUP: Incurs $1.3 Million Net Loss in First Quarter

HAMPTON ROADS: Henry Custis Appointed Chairman Emeritus
HANDY HARDWARE: Committee Can Hire Gellert Scali as Counsel
HANDY HARDWARE: Donlin Recano Approved as Administrative Agent
HANDY HARDWARE: Lucas Group OK'd as Executive Search Advisor
HANDY HARDWARE: Continued Access to DIP Financing Until Aug. 9

HANDY HARDWARE: Asks for Plan Filing Exclusivity Until Aug. 9
HCSB FINANCIAL: Delays First Quarter Form 10-Q for 2012 Audit
HEMCON MEDICAL: Court Confirms Reorganization Plan
HERCULES OFFSHORE: Three Class II Directors Elected to Board
HERRERA PROPERTIES: Case Summary & 6 Unsecured Creditors

HILLTOP FARMS: Disclosure Statement Hearing Set for June 6
HILLTOP FARMS: FB&T Consents to Cash Collateral Use Until July 31
HILLTOP FARMS: Has Court's Nod to Hire Frazer as Accountant
IFS FINANCIAL: Trustee Can't Stall Removal Over Improper Billing
IMOTIONS - EMOTION: Chapter 15 Case Summary

INGLEWOOD REDEVELOPMENT: S&P Puts 'BB+' Rating on Watch Positive
INTERGEN NV: S&P Assigns 'B+' Rating to New Sr. Secured Facilities
IPAYMENT INC: Performance Woes Prompt Moody's to Lower CFR to B3
ISTAR FINANCIAL: Issues $565 Million Senior Notes
JAMES RIVER: S&P Raises Rating on 2 Convertible Notes to 'CC'

JAMES TRICE: Case Summary & 12 Unsecured Creditors
JONES GROUP: S&P Affirms 'BB-' CCR & Revises Outlook to Negative
K-V PHARMACEUTICAL: Committee Objects to Exclusivity Extension
KIDSPEACE CORP: Gets OK to Continue Operations in Ch. 11
KIK CUSTOM: Moody's Appends Limited Default Symbol to Caa1 Rating

KIT DIGITAL: Has Final OK of $3 Million Loan; Proceeds With Plan
KOLLEL MATEH: Bankr. Court OKs $65,000 Accord on Alter-Ego Claim
LEARNING CARE: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
LEHMAN BROTHERS: Court Approves Plymouth Park Deal
LEHMAN BROTHERS: Safra Inks Deal to Settle Claim

LEHMAN BROTHERS: Seeks to Disallow Banesco's $111.3MM Claims
LEHMAN BROTHERS: Resolves Currency Disputes With Citigroup
LEHMAN BROTHERS: Credit Agricole Seeks to Dismiss Suit
LEHMAN BROTHERS: Australia Unit Wins Approval for Creditors' Vote
MAXCOM TELECOMUNICACIONES: Incurs Ps.136.1MM Net Loss in 2012

MGM RESORTS: Re-priced $1.75 Billion Term B Facility
MISSION NEW ENERGY: Westcliff Trust Held 71% Ordinary Shares
MISSION NEW ENERGY: Eastwood Trust Held 71.6% Ordinary Shares
MORGANS HOTEL: Annual Meeting Adjourned Until June 14
MORTGAGES LTD: Settles $36-Mil. Loan Fight with Developers

MOUNTAIN PROVINCE: Annual Meeting Scheduled on June 11
N-VIRO INTERNATIONAL: Delays Form 10-Q for First Quarter
NEWFIELD EXPLORATION: Fitch Affirms 'BB+' Issuer Default Rating
NNN CYPRESSWOOD: Disclosure Statement Hearing Continued to June 26
NORRIS & SAMON: Case Summary & 3 Unsecured Creditors

NORTH FOREST: S&P Corrects Rating on Series 2000 Bonds to 'B'
NORTHLAND RESOURCES: Bondholders Block Access to Bank Accounts
NRG ENERGY: S&P Retains 'BB+' Rating to Term Loan B Due 2018
OLYMPIC HOLDINGS: Wants to Use JPM Collateral to Pay UST Fees
OM GROUP: S&P Raises Corp. Credit Rating to 'BB'; Outlook Stable

ONE STOP FACILITIES: Case Summary & 20 Largest Unsecured Creditors
OSTEO IMAGING: Case Summary & 19 Unsecured Creditors
PARKWAY PROPERTIES: Files Plan to Pay $9.4-Mil. in Debt
PATRIOT COAL: Can Subpoena Docs for Peabody Spinoff Probe
PATRIOT COAL: Morgan Stanley, Duff & Phelps Give Documents

PENINSULA HOSPITAL: Patient Care Ombudsman Discharged
PITTSBURGH CORNING: Plan Sent to District for 2nd Approval
PLYMOUTH OIL: Bridge Lenders Seek to Dismiss Chapter 11 Case
PLYMOUTH OIL: May 29 Hearing on Confirmation of Amended Plan
POINT CENTER: Has Access to Cash Collateral Until September

PONTIAC SCHOOL: Moody's Reviews B1 Rating for Possible Downgrade
POWERS AUTO: Case Summary & 20 Largest Unsecured Creditors
POWERWAVE TECHNOLOGIES: Auctions Bring $16.8 Million
PRIMCOGENT SOLUTIONS: Section 341(a) Meeting Set on June 21
PRIVATE MEDIA GROUP: Incurs EUR29.3-Mil. Net Loss in 2011

QUANTUM FUEL: To Raise $3 Million in Registered Direct Offering
QUICKSILVER RESOURCES: Moody's Rates $600MM 2nd Lien Term Loan B2
QUICKSILVER RESOURCES: S&P Rates New 2nd Lien $600MM Loan 'CCC+'
QUIGLEY CO: US Calls on High Court to Snub Pfizer Asbestos Case
RAHNDEE INDUSTRIAL: Case Summary & 17 Unsecured Creditors

READER'S DIGEST: PwC LLC Okayed as Independent External Auditors
READER'S DIGEST: Vandenberg OK'd as Committee's Conflicts Counsel
RESIDENTIAL CAPITAL: Seeks OK of Ally Plan Support Agreement
RESIDENTIAL CAPITAL: Berkshire Bids to Open Examiner Report
RESIDENTIAL CAPITAL: Seeks to Cap Sr. Exec. Bonuses at $272K

RESIDENTIAL CAPITAL: Pre-Trial on RMBS Trust Deal Adjourned
REVSTONE INDUSTRIES: PBGC Wants Firm Stake In Unit's Sale
RITE AID: Bruce Bodaken Elected to Board
ROBERT GROVER: Case Summary & 20 Largest Unsecured Creditors
ROCKWELL MEDICAL: Prices $35MM Public Offering of Common Stock

RURAL/METRO CORP: S&P Lowers Corporate Credit Rating to 'CCC'
RVB HOLDINGS: Incurs $1.2-Mil. Net Loss in First Quarter
SAC CAPITAL: Three Executives Are Said to Receive U.S. Subpoenas
SANITARY & IMPROVEMENT: Chapter 9 Case Summary
SBA COMMUNICATIONS: Moody's Affirms 'Ba3' CFR, Outlook Negative

SCHOOL SPECIALTY: Plan Confirmed; Lenders Become Owners
SCHOOL SPECIALTY: S&P Assigns Prelim. 'B' Corporate Credit Rating
SEA TRAIL: Authorized to Incur Financing for Insurance Premium
SEA TRAIL: Bankruptcy Administrator Wants Ch. 11 Case Dismissed
SELECT TREE: June 3 Hearing on Motion to Convert Case

SERRON INVESTMENTS: Case Summary & 2 Unsecured Creditors
SOLAR POWER: Delays 1st Quarter Form 10-Q for Accounting Issues
SPENDSMART PAYMENTS: Delays Form 10-Q for First Quarter
SPRINGLEAF FINANCE: Prepays $500MM Under 2011 Credit Facility
STORY BUILDING: Wells Fargo Withdraws Dismissal Bid, to Back Plan

SUNTECH POWER: Receives NYSE Notice Regarding 2012 Annual Report
SUSSER HOLDINGS: S&P Withdraws 'B+' Corporate Credit Rating
TARGUS GROUP: S&P Alters Outlook to Negative & Affirms 'B' CCR
THOMPSON CREEK: S&P Alters Outlook to Positive & Affirms CCC+ CCR
TRIBUNE CO: Objects to Late Rep.'s $20MM Ch. 11 Claim

TUOMEY HEALTHCARE: S&P Lowers Rating on Series 2006 Bonds to 'BB'
TWIN RIVER: S&P Retains 'BB-' Rating on Sr. Sec. Credit Facility
UNIFIED 2020: Files Schedules of Assets and Liabilities
UNIFIED 2020: Hearing on Further Access to Cash Thursday
UNITEK GLOBAL: Delays Q1 Form 10-Q Due to Restatements

UNITEK GLOBAL: Moody's Cuts CFR to Caa2 Following DirecTV Notice
UNIVERSITY GENERAL: Delays Q1 Form 10-Q Due to Auditor Change
VERTELLUS SPECIALTIES: S&P Lowers CCR to 'CCC+'; Outlook Stable
VILLAGIO PARTNERS: Confirmation Hearing Continued to May 31
VINTAGE CONDOMINIUMS: Proposes Ellett Law Offices as Counsel

VINTAGE CONDOMINIUMS: Meeting of Creditors Slated for June 18
VINTAGE CONDOMINIUMS: Files Schedules, Creditors List
VINTAGE CONDOMINIUMS: Status Conference on June 27
VS FOX: Has Court OK to Hire Rocky Mountain Advisory as Accountant
VS FOX: Court Okays Ray Quinney as Ch 11 Trustee's Bankr. Counsel

WAREHOUSE AT VAN BUREN: Can Recover Meridian Asset, NY Judge Says
WESTINGHOUSE AIR: S&P Puts 'BB+' Corp. Credit Rating on Watch Pos.
WINSTAR COMMS: Grant Thornton Settles with Allianz in Fraud Row

* 9th Circ. Relieves Broke Law School Grad Of Student Debt
* Ruling in Imperial Case a Win for Investors in Dead Banks

* FDIC Wins Malpractice Suit Against Law Firm Over $5MM Loan
* rue21 Selling Business to Apax Partners Funds for $1.1BB
* Busy New York Bankruptcy Court Faces Budget Crunch

* Vegas Bankruptcy Lawyer Gets Federal Prison Time for Tax Evasion

* Litchfield Cavo Finance's S. Boughton Moves to LeClairRyan

* Large Companies With Insolvent Balance Sheets

                            *********

261 EAST: Hearing on Plan Outline Continued Until June 19
---------------------------------------------------------
The Bankruptcy Court will convene a hearing on June 19, 2013, at
9:45 a.m. to consider adequacy of the Disclosure Statement
explaining 261 East 78 Realty Corp.'s Plan of Reorganization dated
March 15, 2013.  Objections, if any, are due June 12, 2013.

As reported in the Troubled Company Reporter on April 10, 2013,
according to the Disclosure Statement, the Plan will be funded by
the Debtor's continuing operations and a "plan confirmation loan",
which will be used to pay administration creditors and build out
additional floors for rental.

The Debtor has obtained an informal commitment from Cedar Hill
Holdings for $1 million in post-Effective Date tenant improvement
financing.  The Debtor intends to use the proceeds to complete the
2 remaining unfinished floors and to modify the 5th floor, which
will generate an additional $40,500 in monthly rental income,
which in of itself is sufficient to carry the debt service
associated with the Plan Confirmation Loan.

The Loan will bear interest at the rate of 9% per annum, with a 3%
commitment fee payable at closing and an additional 6% exit fee
payable upon satisfaction.  The loan has an initial term of one
year.  The Loan will be secured by a first priority mortgage
lien upon the Property, senior to the liens, if Allowed, of the
Class 2 and Class 3 Secured Creditors.

Holders of Equity Interests in the Debtor will retain their
Interests, subject to acceptance of the Plan by general unsecured
claims in class 4.

MB Financial Bank, N.A. has filed a secured proof of claim in the
amount of $17.7 million (Class 5), which claim is wholly disputed
by the Debtor.  The claim will be treated as follows:

     (i) In the event that MB fails to post a bond in twice the
amount of its filed proof of claim, or $35,349,654.56 (the
"Bond"), in accordance with the Bankruptcy Court's ruling in
Adversary Proceeding 12-01118 dated Dec. 10, 2012, it will be
deemed to neither have standing in the Chapter 11 Case nor any
Claim, Secured, Unsecured or otherwise, against the Debtor or its
estate whatsoever, with prejudice; or, in the alternative,

    (ii) In the event that MB actually posts the Bond, MB's
Allowed amount of Claim will be determined by the Bankruptcy Court
under pending Adversary Proceeding No. 13-01000 (the "Lender
Liability Action").  MB's Allowed Claim, after full and final
adjudication of the Lender Liability Action, subject only to the
first priority lien to be granted in favor of the Plan Lender in
consideration for the Plan Confirmation Loan, will be repaid in
full over a period of no more than 20 years from the Effective
Date, with monthly interest only payments during the New MB
Repayment Term at the prime rate as announced in the Wall Street
Journal on the Effective Date plus 2%, with the outstanding
principal balance due and payable on the earlier of the sale or
refinance of the Property or end of the New MB Repayment Term.

General unsecured claims (Class 4) will be treated in the
following manner:

     (i) In the event that MB fails to post the Bond, the holders
of Allowed Class 4 Claims will be paid, subject to repayment first
and in full of the Plan Confirmation Loan and the Allowed Class 3
Claim of Hermes Capital, LLC, 100% of their Allowed Claims upon
the sale or refinance of the Property, with interest thereon at
the Federal Rate in existence as of the Effective Date, which sale
or refinance will occur within no later than 5 years after the
Effective Date; or, in the alternative:

    (ii) In the event that MB actually posts and maintains the
Bond, Class 4 Allowed Claims will each receive a distribution in
the amount of 6.5% of the Allowed amounts of their Claims, in
cash, without interest, payable in 120 monthly installments
commencing on the first day of the first calendar quarter after
the Effective Date.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/261east.doc114.pdf

                          About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20.2 million in assets and $18.8 million in
liabilities.  The petition was signed by Lee Moncho, president.

Jonathan S. Pasternak, Esq., and Erica R. Feynman, Esq., at
DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, in White
Plains, N.Y., represent the Debtor as counsel, replacing Shaked &
Posner as attorneys for the Debtor.


333-345 GREEN: Wins Confirmation of First Amended Plan
------------------------------------------------------
333-345 Green LLC on May 13, 2013, obtained confirmation of its
First Amended Plan of Reorganization dated April 5.

The Court ruled that the Plan provides adequate and proper means
for its implementation via conveyance of title to and the transfer
of the property to Team Greene or its designee free and clear of
all liens, claims, encumbrances and other interests.  The Plan
provides for the satisfaction of default claims associated with
each executory contract and unexpired lease to be assumed.

All Plan objections that have not been withdrawn or resolved prior
to the entry of the order are overruled.

                      About 333-345 Green LLC

333-345 Green LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 13-40085) in Brooklyn on Jan. 8, 2013.  The Debtor, which
is engaged in the development and management of real property,
disclosed total assets of $16.0 million and liabilities of
$26.9 million in its schedules.  The property in 333-345 Greene
Avenue, in Brooklyn, is valued at $16 million and secures a
$25.2 million debt.  Team Greene is the owner and record holder of
the existing first mortgage and related loan documents with the
Debtor.

Marc A. Pergament, Esq., at Weinberg Gross & Pergament, LLP,
in Garden City, N.Y., serves as counsel to the Debtor.


56 WALKER LLC: Sotheby's Listing Property for $23 Million
---------------------------------------------------------
56 Walker LLC, the owner of the building at 56 Walker Street in
the Tribeca section of Manhattan, has tapped a real estate
brokerage firm to market the property and sought bankruptcy
protection to stop the secured creditor from pursuing a
foreclosure sale.

"Notwithstanding the fact that the Debtor believes it holds
material claims against MB Financial and others, it realizes that
it is in the best interests of its estate to promptly realize the
current value of the Property and to liquidate same in order to
create an estate from which allowed claims can be adjudicated in
an expeditious manner and in a forum designed for the swift
administration of assets and claims thereto," Guy Morris, sole
managing member of 56 Walker LLC, says in court filings.

The Debtor says its property is currently being aggressively
marketed for sale by Sotheby's International Realty pursuant to an
exclusive listing agreement dated February 13, 2013.  The Debtor
is seeking approval to hire Sotheby's as exclusive real-estate
broker postpetition.

The exclusive agreement with Sotheby's provides, inter alia, that
upon closing of a sale, SRI will receive a commission in the
amount of 6% percent of the gross purchase.  However, in the event
that a "seller's buyer" is procured, the agreed commission will be
4.5%.

The property, other than the tenancy interests of property manager
and long-term lessee Leonard Lobanco, is free of any tenancies,
and Mr. Lobanco has indicated his willingness to surrender
possession and vacate prior to closing on a sale of the Property
by the Debtor.  The building has been cleaned up and readied for
immediate sale.

Notwithstanding, the Debtor still needs some additional reasonable
time to sell the Property in a commercially reasonable manner.

Presently, the Debtor estimates that Wexford/HPC Mortgage Fund and
MB Financial claims to be owed in the aggregate approximately
$13,250,000 in unpaid principal and accrued interest, subject to
the Debtor's varied disputes, defenses, claims and counterclaims.
Based upon valuations expressed by both the Debtor's advisors and
Sotheby's, the Debtor believes the property is worth in excess of
$23 million.

The Debtor filed this new chapter 11 case to first preserve and
then immediately maximize the value of the Property through a
traditional bankruptcy sale process and to avoid a foreclosure
sale which would yield far less in sale proceeds to the detriment
of all the other creditors of the estate.

The Debtor has not yet filed a motion under 11 U.S.C. Sec. 363 to
sell the assets.

                          About 56 Walker

56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt.  The Debtor scheduled
assets of $23,000,000 and scheduled liabilities of $15,996,104.

Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper.  Delbello
Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the
Debtor's counsel.

The previous bankruptcy began in September 2011 and was dismissed
in August 2012 when the bankruptcy judge refused to approve a
settlement.


56 WALKER LLC: May 29 Hearing on Bank's Foreclosure Bid
-------------------------------------------------------
MB Financial Bank, N.A., informs the Bankruptcy Court that
56 Walker LLC, the owner of the building at 56 Walker Street in
the Tribeca section of Manhattan, sought bankruptcy protection
only three weeks after state court granted the bank's summary
judgment motion for foreclosure.  The Debtor wants a traditional
sale rather than allow the lender to proceed with foreclosure.

MB Financial holds a first mortgage on the Debtor's property to
secure a commercial loan in the original principal amount of
$8 million, but which is now outstanding in an amount exceeding
$15 million, inclusive of principal and interest, fees and
protective advances.

At the behest of MB Financial, Laurance Wm. Nagin was named
receiver in September 2011 to take over control of the property.
The Debtor then sought bankruptcy protection to stay foreclosure.
In June 2012, the Bankruptcy Court lifted the stay and allowed
foreclosure to continue.  A bankruptcy court settlement with the
bank was denied and the case was in August 2012.  Three weeks
after state court granted MB Financial's summary judgment for
foreclosure on April 22 this year, the Debtor filed another
bankruptcy petition to again stay foreclosure.

The bank now asks the Bankruptcy Court to enter an order:

  (i) permitting the Receiver appointed in connection with the
      foreclosure action to maintain possession and control of the
      Mortgaged Property,

(ii) permitting the receiver to use cash on hand and receipts
      from the property and, if necessary, protective advances
      from MB Financial, to pay the pre-petition and post-petition
      expenses of operating the property and compensating the
      receiver's professionals,

(iii) permitting the Receiver and his counsel to continue the
      prosecution of pending litigation in the Civil Court of the
      City of New York and an appeal from a decision of that
      Court, and

(iv) excusing compliance with Section 543(a) and (b) of the
      Bankruptcy Code.

The bank says there has been no material change with respect to
the property since the first chapter 11 case was dismissed only
nine months ago.  The Court, in its dismissal Order, and having
reviewed the report by the Chapter 11 trustee and held a hearing
on July 2, 2012, concluded that "the Debtor had no reasonable
prospect of reorganization, that there were no substantial funds
that would be available to a chapter 7 trustee to complete the
property's renovation or to benefit unsecured creditors, and that
dismissal was in the best interests of all parties."

The bank says receivership should continue given that the Debtor
badly mismanaged the property prior to receivership, failing to
pay real estate taxes and other city assessments, allowing month-
to-month tenants to occupy high-end condominium units for a
fraction of their fair rental value, entering into a long-term
below-market lease with Lenoard Lobanco's INN World Report, Inc.

In court filings, the Debtor explained that Mr. Lobanco used
personal funds to gut and undertake the build-outs needed for the
basement and first and second floors of the building.  In exchange
for Mr. Lobanco's contributions, the Debtor entered into a long
term lease with Mr. Lobanco's company for the basement, first and
second floors for nominal rent ($24,000 per year) and as part of
the agreement, Mr. Lobanco would manage the property for a monthly
management fee.

"Absent foreclosure, INN cannot easily be compelled to leave the
property and, because of the lifelong relationship between Guy
Morris and Labanco, has shown itself unwilling to do so except in
a transaction acceptable to the Debtor's insider, Guy Morris."

The Bankruptcy Court has ordered the Debtor to appear at a hearing
on May 29, 2013 at 10:00 a.m. to show cause why receivership for
the Debtor's property should not be continued.  Objections to the
bank's motion are due May 28.

                          About 56 Walker

56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt.  The Debtor scheduled
assets of $23,000,000 and scheduled liabilities of $15,996,104.

Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper.  Delbello
Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the
Debtor's counsel.

The previous bankruptcy began in September 2011 and was dismissed
in August 2012 when the bankruptcy judge refused to approve a
settlement.


56 WALKER LLC: Proposes Weingarten as Bankruptcy Counsel
--------------------------------------------------------
56 Walker LLC asks the Bankruptcy Court for authority to employ
Weingarten Wise & Wiederhekr, LLP, as bankruptcy attorneys.

The Debtor believes the firms and its attorneys are disinterested
persons within the meaning of Sec. 101(14) of the Bankruptcy Code.

The firm's attorneys will be paid for the legal services rendered
upon application pursuant Sec. 330 and 331 duly filed with and
approved by the Court.

                          About 56 Walker

56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt.  The Debtor scheduled
assets of $23,000,000 and scheduled liabilities of $15,996,104.

Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper.  Delbello
Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the
Debtor's counsel.

The previous bankruptcy began in September 2011 and was dismissed
in August 2012 when the bankruptcy judge refused to approve a
settlement.



710 LONG RIDGE: Seeks More Time to File Exit Plan
-------------------------------------------------
Stephanie Gleason writing for Dow Jones' DBR Small Cap reports
saying it's made significant progress in its case with the
implementation of interim changes to its union contract, the
Connecticut HealthBridge Management LLC nursing facilities in
Chapter 11 are asking for more time to file a plan of
reorganization.
                       About 710 Long Ridge

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.

710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to
modify their collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors.  Logan & Company, Inc.
is the claims and notice agent.  Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.

Porzio, Bromberg & Newman, P.C., represents the Official Committee
of Unsecured Creditors.  The Committee tapped to retain
EisnerAmper LLP as accountant.


ACCO BRANDS: S&P Assigns 'BB+' Rating to $780MM Sr. Secured Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'BB+'
issue rating and '1' recovery rating to Lake Zurich, Ill.-based
ACCO Brands Corp.'s $780 million senior secured credit facilities
due May 2018.  The 'BB+' issue rating is two notches above the
'BB-' corporate credit rating on ACCO.  The '1' recovery rating
indicates S&P's expectation of very high recovery (90%-100%) for
senior secured lenders in the event of a payment default.

On May 13, 2013, the company entered into an amended and restated
agreement to prepay the existing term loan B due 2019 (which had
an aggregate principal amount of $310.2 million outstanding), and
replace the existing term loan A due May 2017 (which had an
aggregate principal amount of $220.8 million outstanding) with a
new $530 million term loan A due May 2018.  The existing
$250 million revolving credit facility due 2017 was replaced with
a $250 million revolving credit facility due 2018.

Under the restated agreement, ACCO will be required to maintain a
fixed charge coverage ratio and maximum consolidated leverage
ratio.  The company no longer must maintain a minimum interest
coverage ratio.  The maximum leverage covenant ratio was reset to
4.5x from 4.25x, providing the company with additional EBITDA
cushion.

All of S&P's existing ratings, including the 'BB-' corporate
credit rating, remains unchanged.  S&P's rating outlook is stable.
The issue-level ratings on the existing term loan A and B will be
withdrawn following the transaction.  S&P forecasts the company
has about $1.1 billion of reported debt following the recent
refinancing transaction.

The corporate credit rating on ACCO reflects the company's "weak"
business risk profile and "aggressive" financial risk profile,
reflecting S&P's belief that credit metrics will likely improve
over the next year, including leverage closer to 4x, as internally
generated cash flow is used to prepay debt balances during 2013.
The company benefits from a large portfolio of branded products;
however, ongoing sensitivity to cyclical demand, high
unemployment, and private-label competition are principal
constraining factors in S&P's business risk assessment.

Ratings List

ACCO Brands Corp.
Corporate credit rating               BB-/Stable/--

Ratings assigned
ACCO Brands Corp.
Senior secured
  $530 mil. term loan A due 2018       BB+
    Recovery rating                    1
  $250 mil. revolver due 2018          BB+
    Recovery rating                    1


ADVANCED READY MIX: May 28 Hearing on Tilcon Bid to Convert Case
----------------------------------------------------------------
Tilcon New York Inc. will ask the bankruptcy judge at a hearing
May 28, 2013 at 10:30 a.m. to enter an order converting the
chapter 11 case of Advanced Ready Mix Corp., to chapter 7 or, in
the alternative, directing the appointment of a chapter 11
trustee.

Tilcon in its motion says that because the Debtor has no
operations, no employees and no on-going business activities, it
has no reasonable likelihood of rehabilitation and there is no
reorganizational purpose in the instant chapter 11 case.
Moreover, gross mismanagement by the Manziones has stymied, at
every step, efforts to realize on the Debtor's assets.

Tilcon points out that Rocco Manzione is the sole shareholder,
president and current bookkeeper of the Debtor.  Antoinetta
Manzione, the wife of Rocco, is the sole owner of the Debtor.

"The only way to cure the gross mismanagement and fraudulent
conduct of the Manziones is by the conversion of the Debtor's
chapter 11 case to a case under chapter 7 so that an independent
fiduciary can be appointed to act in the best interests of the
Debtor's estate," says Matthew G. Roseman, Esq., at Cullen and
Dykman, LLP, who represents Tilcon.

Tilcon asserts that cause exists to convert the Debtor's chapter
11 case because, among other reasons:

  (1) the Debtor has ceased business operations and has no income
      or employees,

  (2) the Debtor's principal has transferred all or substantially
      all of the Debtor's assets to a related operating entity
      such that the Debtor has no business to reorganize,

  (3) the Debtor's principal has engaged in a pattern of self
      dealing and insider transfers to affiliated entities to the
      detriment of the Debtor and its creditors,

  (4) the Debtor's primary assets are causes of action against its
      sole shareholder, relatives of its sole shareholder and
      affiliated entities,

  (5) the Debtor has failed to maintain adequate books and
      records,

  (6) the Debtor has failed to pay taxes during the pre-petition
      period which has resulted in the attachment of federal tax
      liens and issuance of state tax warrants against the Debtor,
      and,

  (7) the Debtor has been unable to produce documentation to
      support the payment of rent under an alleged lease, the
      payment of management fees and various shareholder loans and
      transactions with affiliates.

Attorneys for Tilcon New York can be reached at:

         Matthew G. Roseman, Esq.
         C. Nathan Dee, Esq.
         Elizabeth M. Aboulafia, Esq.
         CULLEN AND DYKMAN, LLP
         100 Quentin Roosevelt Boulevard
         Garden City, NY 11530
         Tel: (516) 357-3700

                     About Advanced Ready Mix

On March 28, 2013, an involuntary petition for relief (Bankr.
E.D.N.Y. Case No.  13-41795) was filed against Advanced Ready Mix
Corp. by Local 282 Welfare Trust Fund, Local 282 Pension Trust
Fund, Local 282 Annuity Trust Fund and Local 282 Job Training
Trust Fund pursuant to section 303 of the Bankruptcy Code.

On April 22, 2013, the Debtor submitted its Answer to Involuntary
Petition in which it contested Local 282's standing as petitioning
creditors.

On April 26, 2013, Tilcon New York Inc. joined in the involuntary
petition pursuant to Section 303(c) of the Bankruptcy Code.
Tilcon is a judgment creditor of the Debtor, holding a judgment in
the amount of $287,500 against the Debtor and Rocco Manzione
arising out of a state court breach of contract action.

From its inception, the Debtor operated its ready mix concrete
manufacturing business from a property located at 239 Ingraham
Street, Brooklyn, New York and the contiguous lot located at 610
Johnson Street.


AFA INVESTMENT: Cash Collateral Termination Date Tolled to May 30
----------------------------------------------------------------
The AFA Investment Inc., et al., and the agent for the second lien
lenders notified the U.S. Bankruptcy Court for the District of
Delaware that they agreed to a further extension of the
termination date under the Interim Cash Collateral Order through
and including May 30, 2013.

The Debtors are represented by: Laura Davis Jones, Esq., Timothy
P. Cairns, Esq., and Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware; Tobias S. Keller,
Esq., at Jones Day, in San Francisco, California; and Jeffrey B.
Eliman, Esq., Brett J. Berlin, Esq., at Jones Day, in Atlanta,
Georgia.

                          About AFA Foods

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

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

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

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

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

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

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

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

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


AKA REAL ESTATE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: AKA Real Estate, LLC
        5218 Rivergrade Road
        Irwindale, CA 91706

Bankruptcy Case No.: 13-23208

Chapter 11 Petition Date: May 20, 2013

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

Judge: Peter Carroll

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Blvd 6th Flr
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

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

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

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

The petition was signed by Chia Lien Hsu, president.


ALGECO SCOTSMAN: S&P Cuts Corp. Credit Rating to B; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating to Baltimore-based Algeco Scotsman
Global S.a.r.l. (Algeco) to 'B' from 'B+'.  The outlook is stable.

At the same time, S&P lowered its issue rating on the
EUR1,075 million senior secured notes issued by subsidiary Algeco
Scotsman Global Finance PLC and guaranteed by Algeco to 'B' from
'B+'.  The recovery rating on the notes is '4', indicating S&P's
expectation of an average (30%-50%) recovery in a payment default.
S&P also lowered its rating on the $745 million senior unsecured
notes issued by Algeco Scotsman Global Finance PLC and guaranteed
by Algeco to 'CCC+' from 'B-'.  The recovery rating on the notes
is '6', indicating S&P's expectation of negligible (0%-10%)
recovery in a payment default.

The ultimate parent of Algeco, Algeco/Scotsman Holding S.a r.l.
(ASH), through its wholly owned subsidiary Algeco Scotsman PIK
S.A, closed on a $400 million payment-in-kind (PIK) loan on May
21, 2013.  The company will use the proceeds, net of transaction
fees and expenses, to redeem part of the owners' capital
investment in Algeco.  "We view this substantial debt-financed
capital redemption as a dividend to the shareholders and a
material departure from the company's financial policy, as we
understood it," said Standard & Poor's credit analyst Funmi
Afonja.  As a result, S&P is changing its assessment of financial
policy to "very aggressive" from "aggressive."  The dividend
follows Algeco's acquisition of Target Logistics Management LLC, a
provider of full-service remote workforce accommodation solutions
in the U.S., on Feb. 15, 2013.  Algeco acquired Target for
approximately $625 million, including $350 million in deferred
payments linked to performance over multiple years.  The
$275 million paid at closing includes $86 million each in cash and
stock, and $103 million in assumed debt and working capital.  The
size of the target acquisition and the amount of debt assumed to
fund the acquisition are larger than the midsize tuck-in
acquisition S&P already considered in the rating before the
downgrade.

Standard & Poor's consolidates Algeco Scotsman PIK S.A.'s
$400 million off-balance sheet PIK loan into the financial
statements of the operating company, Algeco.  The combination of
the debt-financed dividend and partially debt-financed Target
acquisition has resulted in Algeco's financial risk profile
becoming highly leveraged, as defined in S&P's criteria.
Furthermore, weakness in the U.S. and European markets, two key
markets in which Algeco operates, are hurting the company's
operating margins.

S&P's base-case scenario generates the following credit measures
over the next year:

   -- Fully adjusted (for operating leases and PIK loan) total
      debt to capital of above 95%,

   -- Funds flow from operation (FFO) to total debt of less than
      10%, and

   -- Operating margins (after depreciation and amortization) of
      less than 8%.

These measures compares with S&P's pretransaction expectations of
FFO to debt of about 10%, lease-adjusted debt to capital in the
mid-60% area, and operating margins (after depreciation and
amortization) in the low-teen percentage area.

The ratings on Algeco reflect company's highly leveraged financial
risk profile, due largely to the recent debt-financed shareholder
dividend; a history of debt-financed acquisitions; and high
exposure to the slowing economies of Europe and the U.S. that make
up the majority of revenues and earnings and represent credit
risks.  Standard & Poor's expects that near-term economic weakness
in Europe and the U.S. could pressure earnings and cause further
modest deterioration in Algeco's credit measures during 2013.
Still, S&P expects profitable growth in the Asia Pacific region,
Canada, and Latin America to partly offset weakness in those
markets.  S&P's ratings on Algeco also factors in the company's
significant position within the modular space leasing industry,
its global footprint, the diverse end markets it serves, and its
very low customer concentration and intermediate-term leases.  S&P
categorizes Algeco's business risk profile as "weak," its
financial risk profile as "highly leveraged," its liquidity as
"adequate," and management as "fair" under S&P's criteria.

The outlook is stable.  S&P's assessment takes into account its
expectation that credit measures will likely deteriorate modestly
over the next year and gradually improve thereafter.  S&P expects
that over the next two years, Algeco's earnings should gradually
increase, benefiting from rising earnings in higher-margin, more
profitable markets in Australia, Canada, and Brazil despite
earnings pressures from Europe and the U.S.  S&P also expects that
the recent acquisition of Target should contribute modestly to
earnings growth.

S&P could lower its ratings if there is more earnings pressure
from the U.S. and Europe, or if there is a more pronounced
slowdown in the global economy.  S&P could also lower the ratings
if the company pursues another large debt-financed acquisition or
dividend, causing FFO to debt to fall to low-single-digit percent
area.  In addition, S&P could lower the ratings if Algeco's
operating results weakened such that it revise its liquidity
assessment to "less than adequate" or "weak."

Although less likely, S&P could raise the rating if revenues and
earnings growth exceed its expectations (causing FFO to debt to
reach the mid-single-digit percentage area) and operating margins
(after depreciation and amortization) rise to the mid-teens
percent area on a sustained basis.


ALLIED SYSTEMS: Seeks to Obtain $33.5-Mil. Replacement DIP Loans
----------------------------------------------------------------
Allied Systems Holdings Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to refinance the
existing postpetition financing from Yucaipa American Alliance
Fund II, LLC, and certain of its affiliates with a new line of
credit totaling $33.5 million from Black Diamond Commercial,
L.L.C., as administrative agent, and Spectrum Commercial Finance,
L.L.C., as collateral agent.

The Replacement DIP Loans will provide the Debtors with $11.5
million of incremental financing and a later maturity date of up
to Dec. 31, 2013, both of which are necessary to permit the
Debtors to properly administer their estates and complete a sale
of all or substantially all of their assets.  Additionally, the
Replacement DIP Loans will allow the Debtors to avoid potential
defaults and events of default under the existing DIP Financing
Facility.

The Replacement DIP Loans will accrue at the interest rate of
LIBOR plus 10.00% per annum, with a floor on LIBOR of 2.50%.  Base
Rate Loans accrue interest at the Base Rate plus 9.00%, with a
floor of the Base Rate of 3.50%.  The default interest is the
otherwise applicable interest rate plus 2%.

Subject to a carve-out, all obligations under the Replacement DIP
Financing Agreement will be entitled to (i) superpriority claim
status with priority over all other allowed Chapter 11 and Chapter
7 administrative expense claims, including expenses of a Chapter
11 or Chapter 7 trustee; (ii) a perfected, first-priority lien on,
and security interest in, all unencumbered property of the
Debtors' assets; and (iii) a perfected, first-priority, senior
priming lien on, and security interest in, all of the property of
the Debtors.

The Debtors also seek Court authority to use cash collateral
securing their prepetition indebtedness.  Subject to the carve-
out, as security for any diminution of the value of the cash
collateral, the prepetition lenders will be granted adequate
protection and a claim under Section 507(b) of the Bankruptcy
Code.

Carve-out includes (i) fees expenses of the Debtors' professionals
in an aggregate amount of $2.5 million, plus up to $200,000; (ii)
fees and expenses of the Official Committee of Unsecured
Creditors' professionals in an amount up to $200,000 in connection
with general case administration plus an amount up to $1.5 million
in connection with the adversary proceeding involving Yucaipa,
plus up to $100,000; (iii) fees and expenses of the Canadian
information officer; and (iv) fees due to the U.S. Trustee.

The Debtors said they also filed a motion seeking Court authority
to sell all or substantially all of their assets to an acquisition
entity formed by Black Diamond and Spectrum Commercial and for the
Stalking Horse's right to credit bid.

The proposed hearing date on the motion is May 31, 2013, at 10:00
a.m.  The proposed objection deadline is May 29.

The motion was filed by Mark D. Collins, Esq., and Christopher M.
Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, and Jeffrey W. Kelley, Esq., Ezra H. Cohen, Esq.,
Carolyn P. Richter, Esq., Matthew R. Brooks, Esq., at Stephen S.
Roach, Esq., at Troutman Sanders LLP, in Atlanta, Georgia.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


ALLY FINANCIAL: Fitch Affirms 'BB-' Longterm Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has removed the Rating Watch Negative and affirmed
Ally Financial Inc.'s Long-term Issuer Default Rating (IDR) and
senior unsecured debt rating at 'BB-'. The Rating Outlook is
Stable.

Key Rating Drivers

The removal of the Rating Watch Negative and the affirmation of
Ally's ratings are the result of yesterday's submission of a plan
support agreement (PSA) between Ally, Residential Capital LLC
(ResCap) and third-party creditors to the Bankruptcy Court, which
subject to approval, releases Ally from all rep and warranty
claims related to ResCap and all third-party claims that could be
brought against Ally (except for two securities claims against
Ally) for a cash consideration of $1.95 billion to ResCap's
assets. Since Ally has already reserved $750 million in the prior
year, it expects to take an incremental cash charge of $1.55
billion in 2Q'13 related to the PSA and an increase in litigation
reserves.

Fitch views this charge as reasonable in context of Ally's pro-
forma capital position factoring in the recent and pending sales
of its international auto businesses. To put it in context, the
international auto sales are expected to generate $1.6 billion in
gains, which should more than offset the impact from this charge.
Furthermore, sale of international assets will lead to reduction
in risk weighted assets which, all else equal, should lead to
relatively higher pro-forma regulatory ratios. However, the sale
of international assets reduces revenue and risk diversity and
overall earnings level.

Fitch notes that the PSA is subject to certain conditions and
milestones that have to be satisfied before it is approved by the
court. Should this process be completed, Fitch would view it as
beneficial to Ally's creditors as it would remove a significant
overhang caused by exposure to ResCap's contingent liabilities.
The expected resolution will also help Ally's management to better
focus its attention and resources on its core auto lending and
direct banking business, which has experienced solid growth over
the past few years. However, Fitch believes that government
involvement and efforts to move towards a long-term ownership
solution will continue to consume a portion of management's time
and attention.

Rating Drivers and Sensitivities

The Stable Outlook reflects Fitch's view that while the PSA is not
yet finalized, there is increasing certainty around the process,
and the potential range of costs appears manageable relative to
current capital levels and ratings. The Outlook further reflects
Ally's leading market position in the U.S. auto finance space, the
solid credit quality of its auto portfolio, improved funding
offered by increased deposit taking ability, and sound capital and
liquidity levels.

Positive rating momentum will be driven by clarity surrounding the
repayment of the U.S. Treasury's investment in Ally, the
composition of Ally's future ownership structure and its impact,
if any, of Ally's business/growth strategy. Fitch also expects
Ally to improve profitability in its core auto business, prudently
grow its loan portfolio in the face of an increasingly competitive
environment, and maintain sound asset quality, funding diversity
and liquidity levels. The Outlook could be revised to Negative if
the PSA is not approved or is terminated leading to further delays
in ResCap's bankruptcy resolution, potential litigation and/or
incremental financial impact to Ally.

Fitch Removes from Rating Watch Negative and affirms the following
ratings:

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

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

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

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

Fitch has affirmed the following ratings:

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

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

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

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

The Rating Outlook for all ratings is Stable.


ALVARION LTD: Kost Forer Raises Going Concern Doubt
---------------------------------------------------
Alvarion Ltd. filed on May 15, 2013, its annual report on Form
20-F for the year ended Dec. 31, 2012.

Kost Forer Gabbay & Kasierer, in Tel Aviv, Israel, expressed
substantial doubt about Alvarion Ltd.'s ability to continue as a
going concern, citing the Company's declining sales, recurring
losses and negative cash flows from operations.

The Company reported a net loss of $55.9 million on $49.9 million
of revenue in 2012, compared with a net loss of $33.8 million on
$69.5 million of revenue in 2011.

The increase in net loss was primarily a result of the impairment
of the fair value of the BWA Division based on its Dec. 31, 2012
selling price.

The Company's balance sheet at Dec. 31, 2012, showed $96.1 million
in total assets, $60.6 million in total liabilities, and
stockholders' equity of $35.5 million.

A copy of the Form 20-F is available at http://is.gd/qwp7ds
Tel Aviv, Israel-based Alvarion Ltd. (Nasdaq: ALVR) provides
optimized wireless broadband solutions addressing the
connectivity, coverage and capacity challenges of telecom
operators, smart cities, security, and enterprise customers.


AMERICAN AIRLINES: US Trustee, Banks Slam Bankruptcy Exit Plan
--------------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that U.S.
trustee in AMR Corp.'s bankruptcy Friday objected to the
airliner's disclosure statement and proposed reorganization plan,
claiming the plan contained an improper $20 million severance
payment to outgoing CEO Tom Horton and impermissibly covered
certain creditors' legal fees.

According to the report, Citibank and U.S. Bank also filed
objections to the disclosure statement, saying AMR had not said
how it will handle a contract for a frequent flier credit card
program with Citibank or given enough information about the
trustee's appeal of a plan to repay a certain debt.

                      About American Airlines

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

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

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

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

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

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


AMERICAN AIRLINES: U.S. Balks at $20MM Severance for Horton
-----------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reports that
American Airlines' proposal for severance pay of $20 million to
Chief Executive Officer Tom Horton as part of the carrier's merger
with US Airways Group Inc. is opposed by the U.S.

According to the report, the U.S. Trustee's office, a part of the
Justice Department that monitors bankruptcy proceedings, said in a
court filing in New York that the payment violates bankruptcy law.
The government said in its filing that severance provision for Mr.
Horton prevents court approval of AMR's bankruptcy plan.

American parent AMR Corp. has sought court approval of the
severance under its plan to exit court protection by merging
with US Airways.  U.S. Bankruptcy Judge Sean Lane in Manhattan
denied approval of the pay when he approved the merger agreement
in March.  Judge Lane is scheduled to consider at a June 4 hearing
whether creditors can vote on the plan.

Sean Collins, a spokesman for Fort Worth, Texas-based AMR, said in
an e-mailed statement that the company didn't expect creditor
voting to be delayed.

                      About American Airlines

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

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

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

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

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

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


AMERICAN AIRLINES: Amends Agreement and Plan of Merger
------------------------------------------------------
AMR Corporation, US Airways Group, Inc., and AMR Merger Sub, Inc.,
a wholly owned subsidiary of AMR (Merger Sub), entered into an
amendment to the Agreement and Plan of Merger, dated as of
Feb. 13, 2013, by and among AMR, US Airways, and Merger Sub.
Among other things, the Amendment:

    (a) provides that the term "Merger Support Order" as used in
        the Merger Agreement will mean that certain order entered
        by the United States Bankruptcy Court for the Southern
        District of New York on May 10, 2013, entitled "Order
        Authorizing and Approving (i) Merger Agreement Among AMR
        Corporation, AMR Merger Sub, Inc., and US Airways Group,
        Inc., (ii) Debtors' Execution of and Performance under
        Merger Agreement, (iii) Certain Employee Compensation and
        Benefit Arrangements, (iv) Termination Fees, and (v)
        Related Relief", which Merger Support Order was deemed to
        be in form and substance reasonably acceptable to AMR and
        US Airways; and

    (b) amends the form of Amended and Restated Certificate of
        Incorporation of Newco, attached as Exhibit A to the
        Merger Agreement, to increase each of the total number of
        shares of capital stock and preferred stock authorized to
        be issued by Newco by 100,000,000 shares.

On May 10, 2013, the Bankruptcy Court entered the Merger Support
Order.  Pursuant to the Merger Agreement, as amended by the
Amendment, upon entry of the Merger Support Order by the
Bankruptcy Court, the Merger Agreement became effective and
binding on, and enforceable against, each of the parties thereto
retroactive to Feb. 13, 2013, as if the Merger Agreement had been
in full force and effect from that date.

A copy of the Amended Agreement and Plan of Merger is available
for free at http://is.gd/RQCfkq

A copy of the Merger Support Order is available for free at:

                        http://is.gd/IB7CYR

                      About American Airlines

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

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

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

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

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

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

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


AMF BOWLING: Judge Clears Creditors to Vote on AMF Chapter 11 Plan
------------------------------------------------------------------
Jacqueline Palank writing for Daily Bankruptcy Review reports that
AMF Bowling Worldwide Inc. won court approval to send its Chapter
11 plan, which calls for its merger with upscale bowling alley
chain Bowlmor, to its creditors for a vote.

                    About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed
Chapter 11 plan in February 2002 by giving unsecured creditors
7.5% of the new stock.  The bank lenders, owed $625 million,
received a combination of cash, 92.5% of the stock, and $150
million in new debt.  At the time, AMF had over 500 bowling
centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.  Patrick J. Nash, Jr., Esq., Jeffrey D.
Pawlitz, Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis
LLP; and Dion W. Hayes, Esq., John H. Maddock III, Esq., and Sarah
B. Boehm, Esq., at McGuirewoods LLP, serve as the Debtors'
counsel.  Moelis & Company LLC serves as the Debtors' investment
banker and financial advisor.  McKinsey Recovery & Transformation
Services U.S., LLC, serves as the Debtors' restructuring advisor.
Kurtzman Carson Consultants LLC serves as the Debtors' claims and
noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders is represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as its lead counsel; Christian & Barton,
LLP as its local counsel; and Mesirow Financial Consulting, LLC as
its financial advisors.


ANTHRACITE CAPITAL: Gets $50MM in Deal with BlackRock, Lenders
--------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Thursday approved a settlement that BlackRock
Inc.'s bankrupt real estate investment trust Anthracite Capital
Inc. reached with BlackRock and two banks, allowing Anthracite to
bring in $50 million and begin winding down the estate.

The deals between Anthracite's Chapter 7 trustee Al Togut of Togut
Segal & Segal LLP and BlackRock, Deutsche Bank AG and Bank of
America NA are part of a global settlement that will bring in $50
million to pay back creditors eliminate more than $100 million in
claims.

Anthracite's trustee, Albert Togut, filed four lawsuits in March
2012.  Defendants were BlackRock Inc. along with affiliates of
Bank of America Corp., Morgan Stanley and Deutsche Bank AG.  At
the parties' request, Judge Morris initially allowed the
complaints to be filed under seal, although she said they must
eventually show entitlement to secrecy. The defendants never
answered the complaint before they agreed to settle.

In a ruling on May 9, Judge Morris rejected the "no seal, no deal"
theory of secrecy, saying that the Anthracite case "is one of the
largest Chapter 7 cases ever filed."

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

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

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

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

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

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

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

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

                    About Anthracite Capital

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

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

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

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


ARTE SENIOR: Court Approves Settlement, Conditional Dismissal
-------------------------------------------------------------
At the request of Arte Senior Living LLC, the Court has entered an
order approving a settlement between the Debtor and SMA Issuer I,
LLC, and an order conditionally dismissing the Debtor's bankruptcy
case.

The Court has authorized the Debtor to enter into, and to take all
actions necessary and appropriate to consummate and implement the
terms of, the settlement agreement, including but not limited to
entering into, and taking all actions necessary and appropriate to
consummate and implement, a purchase and sale agreement whereby
the Debtor shall sell its property to The Reliant Group or its
nominee as contemplated in and provided for under the settlement
agreement.

Both the Debtor and SMA Issuer filed competing Chapter 11 plans
for the Debtor.  In April, the parties reached a settlement.
Accordingly, the Debtor asked the Court to:

   a) approve a Compromise and Settlement Agreement dated
      April 12, 2013, between, among others, the Debtor and
      SMA Issuer I, LLC; and

   b) conditionally dismiss the bankruptcy case in conjunction
      with the closing of the sale transaction contemplated in
      the Settlement Agreement.

The Settlement Agreement provides for, among other things: (a) the
sale of the Debtor's property to The Reliant Group for a cash
payment of $30,000,000 and (b) the payment of a total of
$31,000,000 (from the sale proceeds and other, non-Debtor sources)
to SMA in full and final satisfaction of its claims against the
Debtor, the Debtor's property and the alleged guarantors of SMA's
claim against the Debtor.

The Settlement Agreement provides for certain time limits to
accomplish the consummation of the sale and the settlement payment
to SMA, including (a) the execution of a purchase agreement by
April 18, 2013, (b) the payment of certain non-refundable deposits
to SMA by May 14, and (c) the closing of the sale no later than
June 18.

Pursuant to 11 U.S.C. Sec. 305(a), and as contemplated in the
approved settlement agreement, the bankruptcy case will be deemed
dismissed immediately upon the Debtor's and the buyer's full and
complete satisfaction of any and all conditions to closing the
sale of the Debtor's property.

If the sale transaction contemplated in the Settlement Agreement
does not close, for any reason, or if the Settlement is terminated
for any reason, the case will not be dismissed and the Court's
Order will be deemed null and void.

                   About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of 128,514 square feet
of rentable living space.  The Property is managed by Encore
Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.  Syble Oliver appointed as patient care ombudsman.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.

The Debtor disclosed $52,317,766 in assets and $34,411,296 in
liabilities as of the Chapter 11 filing.


ATLANTIC COAST: Stresses Importance of Approval of Merger
---------------------------------------------------------
Atlantic Coast Financial Corporation, the holding company for
Atlantic Coast Bank, announced in a letter to stockholders that
stockholder approval of the proposed merger of Atlantic Coast
Financial with Bond Street Holdings is critical to assuring
attractive value for a stockholder's investment in the Company.
Under the proposed merger, Atlantic Coast Financial stockholders
will receive $5.00 per share in cash for each common share owned.

In the letter, Atlantic Coast Financial warns stockholders that if
the proposed merger agreement is not approved, the entire value of
a stockholder's investment in Atlantic Coast Financial could be
placed at high risk because a viable future for Atlantic Coast
Financial is uncertain absent the completion of the proposed
merger as indicated by the "going concern" disclosures issued with
the Company's financial statements for the year ended Dec. 31,
2012.  The letter also reminds stockholders that Atlantic Coast
Bank is operating under a Consent Order issued by the Office of
the Comptroller of the Currency, which severely impacts its
banking operations and required a capital infusion of
approximately $30-35 million by Dec. 31, 2012.  It is highly
unlikely that such a capital infusion could be achieved in the
current economic environment.  Moreover, a capital infusion of
this magnitude would significantly dilute existing stockholders
who do not participate.

The letter also states that, upon completion of the merger,
Atlantic Coast Financial's banking business will be well
positioned to meet the needs of its customers and communities.
Bond Street is the holding company for Florida Community Bank, has
over $3.2 billion in total assets, and operates in 41 community
banking locations along both coasts of Florida and the Orlando
area.  With Atlantic Coast Financial, Florida Community Bank will
become the fourth largest bank headquartered in Florida, with 53
locations along both Florida coasts and Southeast Georgia.

The letter makes clear that the Board of Directors of Atlantic
Coast Financial strongly recommends stockholders VOTE FOR the
proposed merger with Bond Street Holdings.

A full-text copy of the letter is available for free at:

                        http://is.gd/57ygbz

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company reported a net loss of $6.66 million on $33.50 million
of total interest and dividend income for the year ended Dec. 31,
2012, as compared with a net loss of $10.28 million on $38.28
million of total interest and dividend income in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$772.61 million in total assets, $732.35 million in total
liabilities and $40.26 million in total stockholders' equity.

McGladrey LLP, in Jacksonville, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


BERNARD L. MADOFF: Trustees' Association Backs Picard on Appeal
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities LLC received a helping hand when the National
Association of Bankruptcy Trustees filed a friend-of-the-court
brief urging the U.S. Court of Appeals to overturn the district
court and rule that the so-called safe-harbor for securities
transactions doesn't apply to a Ponzi scheme.

According to the report, Madoff trustee Irving Picard filed his
brief in the appeals court.  Success would mean Mr. Picard could
revive about $10 billion in lawsuits that went down the drain when
U.S. District Judge Jed Rakoff ruled that the trustee's fraudulent
transfer suits could reach back only two years before bankruptcy,
not six.

The report relates that the trustees' association explained in its
brief on May 22 how the safe harbor was designed by Congress "to
shield the market from disruptions caused by a trustee unwinding
settled legitimate securities transactions."  In brief, the safe
harbor limits or prohibits bankruptcy trustees in filing suits
based on securities transactions.

Because the Madoff firm was a Ponzi scheme where not one security
was ever purchased, the association says that allowing Mr. Picard
unfettered ability to sue "would have no impact on the securities
market."

In the opinion of the trustees' association, "the safe harbor's
intended effect of minimizing systemic risk should yield to a
different goal of remedying fraud."  The group said it's
"difficult to believe that Congress actually intended to shield
transactions involving phantom securities from the reach of
fraudulent transfer suits."

Like Mr. Picard in his brief, the association argues the safe
harbor doesn't apply by its own terms because no securities were
ever purchased.  Judge Rakoff, on the other hand, found the safe
harbor to apply because the customers signed securities contracts,
thus giving them the impression that they would have the
protections afforded to securities transactions.

If Mr. Picard were to succeed on the appeal, it could mean full
recovery of the approximately $17 billion customers invested in
the Ponzi scheme. Customers whom Mr. Picard sued will file their
briefs next month.

The appeal is Picard v. Ida Fishman Revocable Trust (In re
Bernard L. Madoff Investment Securities LLC), 12-2557, U.S.
Second Circuit Court of Appeals (Manhattan).

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

Mr. Picard has made three distributions, paying more than half of
smaller claims in full and satisfying just over 50 percent of
larger customer claims totaling more than $17 billion.


BERWIND COUNTRY CLUB: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Berwind Country Club Corp
        P.O. Box 688
        Rio Grande, PR 00745

Bankruptcy Case No.: 13-04105

Chapter 11 Petition Date: May 20, 2013

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Mildred Caban Flores

Debtor's Counsel: Antonio I Hernandez Santiago, Esq.
                  ANTONIO I HERNANDEZ SANTIAGO LAW OFC
                  P.O. Box 8509
                  San Juan, PR 00910-0509
                  Tel: (787) 250-0575
                  E-mail: ahernandezlaw@yahoo.com

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

Estimated Debts: $100,001 to $500,000

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/prb13-4105.pdf

The petition was signed by Eng. Miguel Velazquez, president.


BIG M: Mandee, Annie Sez Stores Sold to YM From Toronto
-------------------------------------------------------
Big M Inc. won approval from the bankruptcy court to sell its
business to YM Inc. from Toronto for $5 million plus a maximum of
$17.5 million for the inventory.

The sale will pay off financing for bankruptcy, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reports.

According to Law 360, U.S. Bankruptcy Judge Donald Steckroth's
approval of the sale comes two weeks after Big M asked the court
to cancel a planned auction since YM's $22 million stalking horse
bid was the only offer to come in ahead of the court's May 6
deadline.

                          About Big M

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

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

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

Big M estimated up to $100 million in both assets and liabilities.

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

The Big M Chapter 11 case begun in January is financed with a
$13.2 million loan from Salus Capital Partners LLC, the lender
on the revolving credit before bankruptcy.  There was no debt
outstanding on the Salus loan when bankruptcy began.


BNNC INC: Case Summary & 4 Unsecured Creditors
----------------------------------------------
Debtor: BNNC, Inc.
        3726 W. Davis Street
        Dallas, TX 75211

Bankruptcy Case No.: 13-32599

Chapter 11 Petition Date: May 20, 2013

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Ln. Ste. 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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

A copy of the Company's list of its four largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/txnb13-32599.pdf

The petition was signed by Cyriacus Osuagwu, owner.


BUNGE LIMITED: Fitch Affirms 'BB+' Preference Shares Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings for Bunge Limited and its
financing subsidiaries, which carry full guarantees from Bunge, as
follows:

Bunge Limited
-- Long-term Issuer Default Rating (IDR) at 'BBB';
-- Preference shares at 'BB+'.

Bunge Limited Finance Corp. (BLFC)
-- Long-term IDR at 'BBB';
-- Senior unsecured notes at 'BBB';
-- Senior unsecured term loans at 'BBB';
-- Senior unsecured credit facility at 'BBB'.

Bunge Finance Europe B.V. (BFE)
-- Long-term IDR at 'BBB';
-- Senior unsecured credit facility at 'BBB'.

Bunge N.A. Finance L.P. (BNAF)
-- Long-term IDR at 'BBB';
-- Senior unsecured notes at 'BBB'.

The Rating Outlook is revised to Stable from Negative.

Key Rating Drivers:

The Stable Outlook is supported by Fitch's expectations that
Bunge's EBITDA will grow in 2013 after showing stability in 2011
and 2012 in the $1.7 billion range, and debt reduction excluding
unforeseen working capital needs is likely. A number of factors
support the earnings growth expectations, including likely scale
improvements in the company's sugar operations, and recent
initiatives by the Brazilian government to support domestic
ethanol production by raising the domestic ethanol blend rate to
25% from 20% in May 2013, as well as local tax incentives. Given
the publicly stated importance of Bunge's credit ratings expressed
by the company's incoming CEO, Fitch anticipates that a large
portion of its $750 million retail fertilizer proceeds will be
utilized for debt reduction. The proceeds are expected in the
second half of 2013. Meaningful debt reduction of at least $500
million, along with EBITDA growth, is factored into the current
ratings and Outlook.

Bunge's $1.4 billion Moema sugar mills acquisition in Brazil in
2010 was expected to provide diversification after the divestiture
of the company's Brazilian fertilizer nutrients business, but the
sugar business has significantly trailed expectations with
disappointing performance due to drought and the lingering effects
through 2012. In 2013 it appears that Bunge will for the first
time have sufficient cane to crush at its capacity of 21 million
tons in its sugar and bioenergy business, which should provide
better coverage of the high fixed costs that are typical in this
business. The record large South American soybean crop, and
anticipated large North American crops this fall, should provide
ample supply for Bunge's vast oilseeds origination, processing and
transportation network.

Fitch's view is that Bunge should be able to generate annual
EBITDA of at least $1.7 billion to $2 billion in most years. At
this level Bunge is likely to generate sufficient funds from
operations (FFO) to cover its capital expenditures and dividends.
While Bunge's unadjusted leverage was above Fitch's targeted level
for the rating of 2.5x-3.0x in 2012, Fitch believes Bunge's
unadjusted leverage can stay below 3.5x during most periods.

Bunge's ratings are supported by the company's position as the
world's leading oilseed processor and by modest diversification
benefit from its food and ingredients business. Fitch expects
sugar and bioenergy to contribute to diversification going
forward. Bunge's largest segment, Agribusiness, is its most stable
on an annual basis, generating $1 billion or more of EBITDA in
each of the past six years.

A long-term favorable agribusiness outlook, driven by growing
protein consumption in developing countries and higher demand for
biofuels, is another key rating factor. Fitch expects ample
liquidity to support Bunge's ratings through periodic earnings
volatility and heightened working capital usage that are
characteristic of agricultural commodity cycles. Bunge's
borrowings increase during periods of rising commodity prices to
finance working capital. Fitch believes there is likely to be
downward pressure on commodity prices in the near term, as long as
expectations for large North American crops come to fruition and
low stocks are re-supplied. However, in the long term commodity
prices will be driven by solid long-term global demand, keeping
commodity prices well above long-term averages.

In 2012, Bunge's free cash flow (FCF) was negative $1.7 billion
due to higher working capital, after turning positive in 2011 on
stronger earnings and a one-time $640 million source of cash from
sales of receivables for the company's securitization program. For
the first quarter ended March 31, 2013, FCF was negative $169
million.

Bunge has $3.4 billion of committed liquidity including a $600
million fully backstopped liquidity facility for its asset backed
commercial paper (CP) program, a $1.75 billion revolving credit
facility due in April 2014 and a $1.085 billion revolving credit
facility expiring in Nov. 2016. As of March 31, 2013, the company
did not have any CP outstanding and it had a total of $2.4 billion
available under its committed revolving credit facilities. Bunge
is in compliance with its financial covenants. Short-term bank
borrowings were $1.6 billion at March 31, 2013. Bunge's debt
maturities include $400 million term loans due in December 2013,
$752 million of debt coming due in 2014 and $466 million in 2015.
Fitch believes Bunge is likely to refinance these maturities.

Bunge's liquidity profile benefits from its agricultural commodity
inventories such as soybeans, soybean oil, soybean meal, corn,
wheat, sugar, etc., classified as readily marketable inventories
(RMI). Commodities that fall into the RMI classification, which
are very liquid due to widely available markets and international
pricing mechanisms and generally hedged, provide an important
source of liquidity for agribusiness companies. In addition to
evaluating traditional credit measures, Fitch's analysis of
agribusiness companies considers leverage ratios that exclude debt
used to finance RMI. RMI was $4.1 billion at March 31, 2013,
factoring Fitch's 10% discretionary 'haircut' to Bunge's reported
RMI. Interest expense on debt used to finance RMI is reclassified
as 'cost of goods sold' and thus is excluded from interest
expense. Fitch utilizes significant discretion in these
calculations and focuses heavily on unadjusted leverage. With the
adjustments described above, Bunge's total debt/operating EBITDA
was 1.3x for the latest 12 months ended March 31, 2013.

Unadjusted total debt (with 50% equity credit for the $690 million
convertible preference shares)-to-operating EBITDA was 3.5x,
operating EBITDA-to-gross interest expense was 5.6x and FFO fixed
charge coverage was 2.6x for the same period. Unadjusted leverage
is high for the rating level but Fitch anticipates leverage should
improve with stronger second-half 2013 earnings along with debt
reduction. Total debt with equity credit was $6.3 billion at March
31, 2013. Fitch excluded Bunge's consolidated non-recourse
investment fund debt of $300 million from debt at March 31, 2013.

Rating Sensitivities:

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

-- Lack of earnings improvement such that leverage and other
   credit protection measures remain outside the rating
   category;

-- FFO is insufficient to cover capital expenditures and
   dividends, resulting in material incremental borrowing and
   negative FCF excluding working capital changes;

-- The company engages in a large, debt financed acquisition,
   leading to a material increase in unadjusted leverage.

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

-- A positive rating action is not anticipated in the near to
   intermediate term. However, a demonstrated commitment to
   maintain unadjusted leverage in the low 2x range, with
   substantial positive FCF for multiple years could support a
   positive rating action.


CALUMET SPECIALTY: Good Performance Cues Moody's to Up CFR to B1
----------------------------------------------------------------
Moody's Investors Service upgraded Calumet Specialty Products
Partners, L.P.'s ratings, including its Corporate Family Rating to
B1 from B2 and senior unsecured notes to B2 from B3. The SGL-3
Speculative Grade Liquidity Rating is unchanged. The outlook
remains positive.

"Calumet's upgrade to B1 reflects its growing scale through
organic growth and acquisitions along with good financial
discipline that has resulted in lower leverage over time,"
commented Saulat Sultan, Moody's Vice President. "While Calumet's
specialty products segment provides business diversity, the rating
is constrained by the MLP corporate structure and its increasing
exposure to transportation fuels."

Issuer: Calumet Specialty Products Partners, L.P.

Corporate Family Rating, upgraded to B1 from B2

Probability of Default rating, upgraded to B1-PD from B2-PD

Senior Unsecured rating, upgraded to B2 from B3 (LGD 5, 72% from
LGD 5, 71%)

Speculative Grade Liquidity Rating, affirmed SGL-3

Rating Outlook, maintained positive outlook

Ratings Rationale:

Calumet's B1 CFR reflects the partnership's growing scale, good
operational and geographic diversity, stability from its
downstream specialty products (which account for more than half of
Calumet's gross margin), and improving access to advantaged
feedstock for its refining business. The rating also benefits from
a disciplined financial profile with a current debt / EBITDA of
about 2.5x and management's target of less than 3.5x, and a target
distribution coverage of 1.2x-1.5x. Calumet's CFR is constrained
by its corporate structure as a master limited partnership (MLP),
which entails sizeable distributions to unit holders that need to
grow over time. There is also event risk (and related financing
and integration risk) from acquisitions which are expected to
remain an important part of Calumet's growth strategy. The rating
further reflects Calumet's increasing exposure to transportation
fuels, which are inherently more volatile and cyclical product
lines than its downstream specialty products.

Calumet's hybrid business profile makes it different from other
high-yield refining and marketing companies, primarily because it
derives a significant portion of its gross margin from non-
transportation fuels business (the "specialty products" segment),
which tend to be more stable and grow in line with the broader
economy. Calumet's downstream specialty business has
characteristics similar to some chemical companies who tend to
have a smaller scale and higher leverage than Calumet, but better
margins. This attribute makes Calumet's leverage target of less
than 3.5x appropriate for its ratings profile, whereas this
leverage target would be too high for a pure-play refining and
marketing company. Calumet's business profile also results in
Calumet having access to a broader array of investment
opportunities than companies focused only on refining assets.

The management team operates the business to maintain operational
flexibility, maximize profitability, and grow distributable cash
flows, while maintaining financial discipline. Calumet also has a
longer public track record (publicly listed since 2006) than some
of the more recent variable distribution rate refining MLPs. The
company has successfully completed more than $1.1 billion in
acquisitions since 2011 alone and has raised over $1.1 billion in
equity since its IPO in 2006.

Moody's expects Calumet's compliance costs related to the US
Renewable Fuel Standards to be manageable ($8-$10 million per
quarter) given its ability to increase the blending of fuels to
generate renewable identification numbers or RINs that are used by
the Environmental Protection Agency to monitor compliance. In
2012, Calumet purchased about 38 million RINs and sold
approximately 5 million RINs.

Calumet's positive outlook reflects the expected growth in scale
and earnings as a result of benefits stemming from Calumet's
recent acquisitions (both in the specialty sector and in the
transportation fuels business) and from continued strength in the
transportation fuels business due to favorable mid-continent and
Canadian crude differentials that benefit Calumet's Superior and
Montana refineries.

The B2 rating on Calumet's senior unsecured notes reflects both
the overall probability of default of Calumet, to which Moody's
assigns a Probability of Default Rating (PDR) of B1-PD, and a loss
given default of LGD 5, 72%. Calumet has an $850 million secured
revolving credit facility, with a borrowing base of $695 million
as of March 31, 2013. The revolver is secured by accounts
receivable and inventory. Furthermore, in 2011 Calumet entered a
Collateral Trust Agreement with all of its secured hedging
counterparties, which pledges all of Calumet's assets excluding
the revolving credit facility collateral to be shared as security
for due payments. Physical commodity forward contracts have been
limited to $100 million. However, there is no limit on financially
settled commodity hedging instruments. The notes are unsecured and
are contractually subordinate to the senior secured credit
facility's and the Collateral Trust Agreement's priority claim to
the partnership's assets. The size of the potential senior secured
and other structurally superior claims relative to the unsecured
notes results in the notes being notched one rating beneath the B1
Corporate Family Rating under Moody's Loss Given Default
Methodology.

Calumet's SGL-3 liquidity rating reflects adequate liquidity to
cover all of the partnership's cash expenses including maintenance
capital (approximately $157 million including turnaround
expenditure) and MLP common unit distributions estimated at about
$200 million for year 2013. Following Calumet's equity offering in
March 2013 and taking into account cash flow generation in 2013,
Moody's expects Calumet to cover its cash flow obligations,
including capital spending and distributions, through cash on
balance sheet and internal cash flow. The cash flows in 2013 are
atypical and driven mainly by large swings in working capital
because of the San Antonio refinery acquisition and an
extraordinary level of environmental and turnaround spending.
Normalized maintenance capital expenditure is expected to be in
the $40-$50 million range going forward.

Calumet had more than $480 million of availability under its
revolving credit facility (maturing in June 2016) with total
commitment of $850 million and a borrowing base of $695 million as
of March 31, 2013. Calumet faces heavy working capital needs,
particularly during periods of high oil prices, resulting in
significant usage under its revolver. There are no active
financial maintenance covenants associated with Calumet's
revolving credit facility. Alternate liquidity is limited given
that substantially all of the partnership's assets are pledged
under the revolving credit facility and the Collateral Trust
Agreement.

The ratings could be upgraded if the partnership continues to grow
its scale, with EBITDA approaching $550 million, while maintaining
an appropriate leverage profile (debt/EBITDA below 3.5x) and
distribution coverage in the 1.2x-1.5x range. The outlook could be
changed to stable and / or the ratings could be downgraded if
debt-financed acquisitions, weak refining margins, protracted
refinery outages, or supply disruptions negatively affect cash
generation, resulting in debt / EBITDA ratio exceeding 4.0x for a
sustained period. Also, the ratings could be downgraded if Calumet
adopts a more aggressive distribution policy.

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

Calumet Specialty Products Partners, L.P. is a publicly traded
Master Limited Partnership (MLP) headquartered in Indianapolis,
Indiana.


CASH STORE: Files Amended Financial Statements & MD&A
-----------------------------------------------------
The Cash Store Financial Services Inc. on May 24 disclosed that it
has filed amended and restated consolidated financial statements
and MD&A for the years ended September 30, 2012, September 30,
2011 and the fifteen month period ended September 30, 2010.  The
Company has also restated the December 31, 2011, March 31, 2012,
June 30, 2012 and December 31, 2012 unaudited interim consolidated
financial statements.

These consolidated financial statements and MD&A, as initially
reported, have been amended and restated to correct for an error
resulting from the misunderstanding of the settlement terms and
conditions of the March 5, 2004 British Columbia Class Action
claim, which resulted in the application of an accounting
principle to measure and record the liability as at September 30,
2010 and subsequent reporting periods, that was not appropriate in
the circumstances.  The restatement resulted in a reduction in net
income in the fifteen months ended September 30, 2010 of $6.6
million, or $0.38 per share, an increase in net income in the year
ended September 30, 2011 of $1.5 million, or $0.09 per share, and
an increase in net loss of $433,000, or $0.03 per share, in the
year ended September 30, 2012.

The correction of the error resulted in the previously disclosed
maximum settlement exposure of $18.8 million being expensed with
the majority of the expense being recognized in the fifteen month
period ended September 30, 2010.  The maximum potential exposure
consists of approximately $6.2 million in cash, which was paid to
the Settlement Administrator in 2011, approximately $6.2 million
in credit vouchers, and $6.4 million in legal fees, which was paid
to the plaintiff's counsel in 2010.  After cash and credit
vouchers have been disbursed by the Settlement Administrator, the
remaining accrual for unclaimed credit vouchers as of March 31,
2013 was approximately $5.3 million.  The Company will revise its
accrual for unclaimed cash and vouchers to the extent that the
applicable de-recognition criteria have been met which is expected
to occur in late fiscal 2014.

In conjunction with the restatement, the Company has also restated
the consolidated financial statements and MD&A for the year ended
September 30, 2011, the fifteen month period ended September 30,
2010, and the three months ended December 31, 2011 to include
disclosure of related party transactions consistent with those
provided by the Company from March 31, 2012 onwards.
Specifically, the restated disclosures include transactions with a
privately held entity that raises capital and provides advances to
the Company's customers (third-party lender).  The privately held
entity is controlled by the father of the Senior Vice President of
Operations of the Company.  The addition of this disclosure did
not impact the previously reported financial position or results
of operations of the Company.

The corrections had no impact on total revenues, operating margin,
or cash position and had no impact on compliance with debt
covenants in any periods presented.

In connection with these matters, the Company has re-evaluated its
conclusions regarding the effectiveness of its internal control
over financial reporting for the affected periods and determined
that material weaknesses existed.  As a result of the material
weaknesses, the Company has now concluded that such controls were
ineffective.  Accordingly, the Company has restated its
disclosures to include the identification of material weaknesses
related to the restatements.

The financial statements are available at http://www.sedar.com

                    About Cash Store Financial

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

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

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

                          *     *     *

As reported in the May 22, 2013 edition of the TCR, Moody's
Investors Service downgraded the Corporate Family Rating and
senior unsecured debt rating of Cash Store Financial Services to
Caa1 from B3 and assigned a negative outlook. The rating action
concludes the review for possible downgrade initiated on February
4, 2013.

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

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


CAPITOL BANCORP: Provides Details of Sale-Based Ch. 11 Plan
-----------------------------------------------------------
Capitol Bancorp Ltd. and Financial Commerce Corporation filed with
the U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, a disclosure statement explaining their joint
liquidation plan.

The Plan, which replaces the prepackaged plan of reorganization
the Debtors proposed last year, proposed to sell all of the
Debtors' remaining non-debtor subsidiary banks.

The Debtors stated in their liquidating plan that they are
presently unable to estimate a recovery for any of the Classes of
Claims and Equity Security Interests of Capitol.  The extent of
the recovery, if any, will be dependent on the results of the Sale
Process or Reorganization.

To the extent the Sale Process or Reorganization results in
Proceeds or other value, which the Federal Deposit Insurance
Corporation and other Bank Regulators may, to the extent of their
authority, have the power to restrict and permit the Debtors to
distribute in furtherance of the Plan, the distribution, if any,
will be made upon completion of the Sale Process and liquidation
of any remaining assets of the Debtors' Estates pursuant to the
provisions of the Liquidating Trust.

All classes of claims -- Class 1 - Senior Note Claims, Class 2 -
Trust Preferred Securities Claims, Class 3 - Other Priority
Claims, Class 4 - General Unsecured Claims, Class 5 - Company's
Series A Preferred Stock, Class 6 - Company's Common Stock, and
Class 7 - Intercompany Claims for Capital Bancorp, and Class 1 -
Intercompany Claims and Class 2 - FCC's Equity Security Interests
for FCC -- are impaired under the Plan.

A full-text copy of the Disclosure Statement dated May 22, 2013,
is available for free at:

          http://bankrupt.com/misc/CAPITOLBANCORPds0522.pdf

The Disclosure Statement is prepared by Phillip D. Torrence, Esq.,
E. Todd Sable, Esq., Joseph R. Sgroi, Esq., Lawrence A. Lichtman,
Esq., at Honigman Miller Schartz and Cohn LLP, in Detroit,
Michigan.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., of Foley & Lardner LLP
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CENTRAL FEDERAL: Presented at 2013 Annual Meeting of Shareholders
-----------------------------------------------------------------
Timothy T. O'Dell, chief executive officer, and John W.
Helmsdoerfer, chief financial officer, made a presentation at the
Annual Meeting of Shareholders of Central Federal Corporation to
held on May 16, 2013, at the Fairlawn Country Club in Fairlawn,
Ohio.  The slides that accompany the presentation are available
for free at http://is.gd/EHiUBg

                        About Central Federal

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

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

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

The Company's balance sheet at Dec. 31, 2012, showed
$215.03 million in total assets, $191.39 million in total
liabilities and $23.64 million in stockholders' equity.

                        Regulatory Matters

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

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

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

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


CHINA NATURAL: Asks NY Judge to Dismiss Involuntary Ch. 11
----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that China Natural
Gas Inc. urged a New York bankruptcy judge to throw out the
involuntary Chapter 11 proceedings commenced by a hedge fund owned
by one of its directors, saying the filing was part of the
directors' effort to gain control of the company.

According to the report, the natural-gas pipeline operator, known
as CHNG, claims Xiang Dong Yang, who owns Abax Lotus Ltd. and Abax
Nai Xin A Ltd., had expressed interest in taking the publicly
traded company private before the two Abax entities.

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi';an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  The Company says it intends to oppose the motion.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in
Washington, D.C., represents the Petitioners as counsel.


CLAIRE'S STORES: Completes $320 Million Senior Notes Offering
-------------------------------------------------------------
Claire's Stores Inc. closed the previously announced offering of
$320 million aggregate principal amount of 7.75% senior notes due
2020.  The 7.75 percent Senior Notes were issued at par.

The Company has instructed The Bank of New York Mellon Trust
Company, N.A., as Trustee, under the indentures governing the
Company's 9.25 percent Senior Notes due 2015 and the 9.625
percent/10.375 percent Senior Toggle Notes due 2015, to notify the
holders of the Notes that the Company will redeem all of the
outstanding Notes on June 13, 2013.  The redemption price will be
100 percent of the aggregate principal amount plus accrued and
unpaid interest.

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

Claire's Stores disclosed net income of $1.28 million on $1.55
billion of net sales for the fiscal year ended Feb. 2, 2013, as
compared with net income of $11.63 million on $1.49 billion of net
sales for the fiscal year ended Jan. 28, 2012.  The Company's
balance sheet at Feb. 2, 2013, showed $2.79 billion in total
assets, $2.81 billion in total liabilities, and a $14.44 million
stockholders' deficit.

                         Bankruptcy Warning

The Company said the following statement in its annual report for
the fiscal year ended Feb. 2, 2013.

"If we are unable to generate sufficient cash flow and are
otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on our
indebtedness, or if we otherwise fail to comply with the various
covenants, including financial and operating covenants in the
instruments governing our indebtedness, we could be in default
under the terms of the agreements governing such indebtedness.  In
the event of such default:

   * the holders of such indebtedness may be able to cause all of
     our available cash flow to be used to pay such indebtedness
     and, in any event, could elect to declare all the funds
     borrowed thereunder to be due and payable, together with
     accrued and unpaid interest;

   * the lenders under our Credit Facility could elect to
     terminate their commitments thereunder, cease making further
     loans and institute foreclosure proceedings against our
     assets; and

   * we could be forced into bankruptcy or liquidation," according
     to the Company's annual report for the fiscal year ended
     Feb. 2, 2013.

                           *     *     *

As reported by the TCR on Oct. 1, 2012, Moody's Investors Service
upgraded Claire's Stores, Inc.'s Corporate Family and Probability
of Default ratings to Caa1 from Caa2.  The upgrade of Claire's
Corporate Family Rating to Caa1 reflects its ability to address
its substantial term loan maturity in 2014 by refinancing it with
a $625 million add-on to its existing senior secured first lien
notes due 2019.

Claire's Stores, Inc., carries a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


CLARK RETIREMENT: S&P Alters Outlook to Positive & Keeps BB Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
and affirmed its 'BB' long-term rating and underlying rating
(SPUR) on Michigan Strategic Fund's series 2006 and 1998 revenue
bonds, issued for Clark Retirement Community Inc.

"The positive outlook reflects our assessment of Clark's improved
operations due to management's focus on revenue growth and
increasing occupancy levels," said Standard & Poor's credit
analyst Robert Dobbins.  "The resulting adjusted maximum annual
debt service coverage for unaudited fiscal 2013 was strong.
Although improved during fiscal 2013, unrestricted cash and
investments remain relatively weak but consistent with the current
rating," added Mr. Dobbins.

The positive outlook reflects S&P's assessment of Clark's
continued effort to implement new service offerings that S&P
expects will diversify the revenue base and continue to improve
operations.  S&P expects that operating improvements will be
maintained over time and that unrestricted cash and investment
levels will grow.

Clark operates 86 independent-living units (including 40
apartments, eight duplexes, and 38 townhomes), 182 assisted-living
units (including 104 congregate-care units and 78 assisted-living
accommodations), and 111 nursing-center beds on the 17-acre
Franklin campus in Grand Rapids, Mich.  It also operates 80
assisted-living beds and 22 independent-living townhomes on the
40-acre, more recently developed, Clark on Keller Lake campus in
Kentwood, Mich.  In addition, Clark recently added a home and
community-based program, which offers certified and personal home
health services.


CLEAR CHANNEL: New Senior Unsecured Notes Get Moody's 'Ca' Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Ca rating to Clear Channel
Communications, Inc.'s proposed new Senior Unsecured Notes due
February 2021. Clear Channel's Corporate Family Rating is
unchanged at Caa2. The outlook remains Stable.

The new notes are being issued in exchange for the 10.75% Senior
Unsecured notes and 11%/11.75% senior Unsecured Toggle notes due
in August 2016 and would extend the maturity 4 1/2 years and pay
interest of 14% (12% cash and 2% PIK). The guarantee package is
expected to be identical to the existing notes. There is a minimum
exchange amount of $500 million, but a maximum amount for the
exchange has not been set by the company.

Clear Channel also upsized the amount of term loan D that will be
issued in exchange for term loan B & C's to $5 billion from $4
billion. The term loans maturing in 2016 will decrease from $8.2
billion to $3.2 billion as a result. Exchanging some or all of the
existing $1.6 billion of cash pay and toggle notes not owed by the
company or its affiliates would further reduce its 2016 debt
maturity profile and potentially make it easier to extend or
refinance the remaining $3.2 billion of term loans due 2016.

While the transaction extends Clear Channel's debt maturity
profile and substantially reduces the risk of a 2016 default at
maturity, it is expected to increase interest expenses by $155
million annually for the term loan B &C extension. The exchange
offer for the senior unsecured notes will cost an additional $3 to
$11 million in interest depending on if $500 million or the whole
$1.6 billion of publicly held notes is extended (calculated on a
cash interest basis). If the 2% PIK interest is also included, the
cost of the exchange would increase to $13 million or $43 million
depending on the final amount extended. While the company does
benefit from the maturity of an interest payment swap in Q3 2013,
the increase in interest expense is material especially when
combined with prior refinancing and exchange offers. Given
expectations of negative free cash flow in 2013 and 2014, this
does increase the risk of a liquidity event to the credit.

Clear Channel has taken advantage of favorable market conditions
to fundamentally change its risk profile from a risk of a
potential default at maturity in 2016 to a potential interest
payment default if the economy should enter another economic
recession. However, given the resources at the company's disposal,
this risk may be more manageable for Clear Channel than the
maturity risk the company previously faced.

Clear Channel Communications, Inc.:

New Senior Unsecured Notes due February 2021, assigned Ca,
LGD -4, 62%

Corporate Family Rating, unchanged at Caa2

Probability of Default Rating, unchanged at Caa3-PD

Outlook, remains Stable

Ratings Rationale:

Clear Channel's Caa2 reflect the very high leverage levels of
11.4x on a consolidated basis (excluding Moody's standard lease
adjustments) and its weak free cash flow. Interest coverage is
expected to decline from 1.4x to approximately 1.1x (depending how
much senior unsecured debt is extended at higher rates). The
company still faces $3.2 billion in term loans due in 2016,
although the substantial extension of debt achieved materially
lessens this risk to the credit. However, future refinancing will
lead to additional increases in interest expense. The company's
radio and outdoor assets have always been sensitive to the economy
and materially higher interest expenses will make Clear Channel
especially vulnerable to a potential downturn in the economy. In
addition, there are secular pressures on its terrestrial radio
business that could weigh on results as competition for
advertising dollars and listeners are expected to increase going
forward. Also incorporated in the rating is the expectation that
leverage levels will remain high over the rating horizon compared
to the underlying asset value of the firm.

Despite the company's highly leveraged balance sheet, Clear
Channel possesses significant share, geographic diversity and
leading market positions in most of the 150 markets in which the
company operates. The credit also benefits from its 89% ownership
stake in Clear Channel Outdoor (CCO) which is one of the largest
outdoor media companies in the world, although it is not a
guarantor to Clear Channel's debt. Its outdoor assets generate
attractive EBITDA margins, good free cash flow, and are expected
to benefit from digital billboards that offer higher revenue and
EBITDA margins than static billboards. However, its International
operations are expected to be relatively weak in 2013 due to its
exposure to Europe. The company's strong positions in radio and
outdoor and recent sales initiatives have allowed it to grow its
national ad sales faster than many competitors in the industry
which Moody's expects to continue. Clear Channel has also
benefited from increased political spend in 2012 of $114 million,
although weakness in its traffic division has pressured recent
results. Moody's anticipates revenue, EBITDA, and leverage will be
largely unchanged in 2013 as weakness at International outdoor and
its traffic business offset growth in Americas outdoor.

The SGL-3 liquidity rating reflects the company's adequate
liquidity profile. Clear Channel benefits from its cash balance of
approximately $722 million as of Q1 2013 and the absence of any
material near-term debt maturities. While Moody's expects free
cash flow to be modestly negative in 2013 and 2014, the company
could reduce capex levels if necessary. Clear Channel benefits
from its Corporate Services Agreement with CCO that allows for
free cash flow generated at CCO to be upstreamed to Clear Channel,
although a recent proposed agreement with some CCO shareholders
may serve to limit the size going forward. There is a revolving
promissory note due from Clear Channel to CCO of $728 million as
of Q1 2013, although a $200 million paydown would be required if
the recent agreement is approved. CCU would receive 89% of the
proceeds due to its ownership position so that such a paydown
would not materially impact its liquidity. Clear Channel remains
dependent on CCO for free cash flow.

Clear Channel's $535 million ABL revolver matures in December
2017, but the maturity date will change to October 31, 2015 if
greater than $500 million of the term loan facilities are
outstanding one day prior to that date and May 3, 2016 if greater
than $500 million of its 2016 senior notes are outstanding one day
prior. $247 million was drawn on the facility as of Q1 2013. The
company has a substantial cushion under its secured leverage
covenant of 9.5x as of Q1 2013 (which excludes the senior notes at
Clear Channel Worldwide Holdings, Inc (CCW)). The covenant level
steps down to 9.25x at the end of June 2013, 9x at the end of
December 2013, and 8.75x at the end of December 2014. The current
secured leverage metric, which is calculated net of cash, is 6.0x
(as of Q1 2013 and defined by the terms of the credit agreement),
down from 6.9x at the end of 2011 due largely to the dividend
payment from CCO which was used to paydown senior secured debt.
This represents a cushion in excess of 35% compared to the senior
secured leverage covenant even after the covenant steps down to
9.25x at the end of 2Q 2013. The company has the ability to buy
back its term loans through a Dutch auction and repurchase up to
$200 million of junior debt which matures before January 2016.

The stable outlook reflects Moody's expectation for flat revenue
and EBITDA performance which will lead to leverage levels being
largely unchanged in 2013. The company faces only $461 million of
debt due in 2014 and $250 million due in 2015. Given the minimal
debt maturities in the near term, Moody's expects the company to
be able to meet its debt obligations through 2015 barring a
material decline in the economy or a dramatic secular change in
the radio industry.

A sustained improvement in revenue, EBITDA, and free cash flow
that led to a reduction in leverage levels to well under 10x with
improved enterprise values could lead to an upgrade.

The rating could be lowered if EBITDA were to materially decline
due to economic weakness or if secular pressures in the radio
industry escalate so that leverage increased back above 13x and
valuations for the radio assets declined. Ratings would also be
lowered if a default or debt restructuring is imminent due to
inability to extend or refinance material amounts of the company's
debt.

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

Clear Channel Communications, Inc. with its headquarters in San
Antonio, Texas, is a global media and entertainment company
specializing in mobile and on-demand entertainment and information
services for local communities and for advertisers. The company's
businesses include radio broadcasting and outdoor displays (via
the company's 89% ownership of Clear Channel Outdoor Holdings
Inc.) Clear Channel's consolidated revenue for the LTM period
ending Q1 2013 was approximately $6.2 billion.


CLEAR CHANNEL: S&P Rates Proposed Senior Notes Due 2021 'CCC-'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Texas-based Clear Channel Communications Inc. (CCU) and
CC Media Holdings Inc. at 'CCC+'.  The outlook is negative.

At the same time, S&P assigned CCU's proposed senior notes due
2021 an issue-level rating of 'CCC-', with a recovery rating of
'6', indicating S&P's expectation for negligible (0% to 10%)
recovery in the event of a payment default.  CCU is an operating
subsidiary of CC Media Holdings Inc., and S&P analyzes the
companies on a consolidated basis.

The company is offering the 2021 notes in exchange for all or a
portion of its 10.75% notes due 2016 and its senior toggle notes
due 2016.  S&P expects the company will exchange at least
$500 million and up to $1.568 billion of the 2016 notes.

"In addition, we are revising our recovery rating on CCU's senior
secured debt to '3', indicating our expectation for meaningful
(50% to 70%) recovery in the event of a payment default, from '4'
(30% to 50% recovery expectations).  Our issue-level rating on
this debt remains unchanged at 'CCC+' (at the same level as the
corporate credit rating on the company).  The revision of the
recovery rating is based on our expectation that EBITDA in our
default scenario will be only minimally lower than current EBITDA,
which results in higher recovery expectations for senior secured
debt holders in our simulated year of default than in our previous
recovery analysis," S&P said.

"The proposed transaction, along with the extension of $5 billion
of term debt, will reduce formidable 2016 maturities to about
$3.5 billion to $4.6 billion.  However, as a result of higher
interest expense on the new debt, we now expect discretionary cash
flow will turn negative in 2013 by $50 million to $100 million.
In addition, we expect pro forma EBITDA coverage of total interest
will be only slightly above 1x, with cash interest coverage
slightly better at 1.2x.  In light of our expectation of negative
discretionary cash flow, we no longer expect pro forma cash (about
$634 million) and cash flow will be sufficient to address 2014 and
2015 maturities of about $711 million," S&P added.


CODA HOLDINGS: US Trustee Objects to White & Case Representation
----------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the U.S. Trustee
asked a Delaware bankruptcy judge to bar White & Case LLP from
representing Coda Holdings Inc. in its Chapter 11 case because one
of the firm's partners recently held an executive position at the
troubled electric car company.

According to the report, Christopher Rose was Coda's general
counsel and a vice president up until last year and joined White &
Case in September, which amounts to a conflict that should
disqualify the firm from advising Coda, according to an objection
filed by Trustee Roberta A. DeAngelis.

                        About CODA Holdings

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

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

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

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

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


COMMERCIAL CAPITAL: June 17 Hearing on Adequacy of Plan Outline
---------------------------------------------------------------
The Bankruptcy Court will convene a hearing on June 17, 2013,
at 3 p.m., to consider adequacy of the Disclosure Statement
explaining the proposed Chapter 11 Plan of Liquidation for
Commercial Capital, Inc.  Objections, if any, are due June 3.

James T. Markus, the duly appointed Chapter 11 trustee for CCI,
filed the Liquidation Plan.  According to the Disclosure
Statement, the Plan dated April 30, 2013, contemplates that the
Debtor will be liquidated, and secured and unsecured creditors
will be paid with the liquidation proceeds.

Under the Plan, Class 1 Priority claims will be paid in full on
the Effective Date.  Class 2 Secured Creditor will retain all
rights and liens.  Class 3 General Unsecured Creditors, estimated
to hold $25 million to $35 million in claims, will receive a pro
rata share of net cash available for distribution.  Class 4
Interest Holder will have its stock extinguished.

According to the Disclosure Statement, the claims filed against
the CCI Estate at one point totaled more than $9.8 billion. Since
his appointment, the CCI Trustee has been able to resolve,
negotiate, settle or litigate to resolution many of the larger
claims asserted against the CCI Estate.  Presently, the claims
against the CCI Estate total less than $65 million.  The CCI
Trustee anticipates that the amount of allowed claims will
eventually re-reduce to a total of approximately $25 million to
$35 million.  The CCI Trustee currently holds $947,231 (as of
March 31, 2013) as property of the CCI Estate.  There remains one
material asset of the CCI Estate: a claim of CCI against a Lloyd's
of London insurance policy.  The claim has recently been settled
and is expected to result in the payment of $450,000 to the
estate.  The deal is subject of a motion to approve the settlement
filed with the Court.

The Plan outline also says the CCI Trustee estimates that the fees
and costs necessary to satisfy the remaining administrative claims
and to close the CCI Estate will total $150,000.  In addition the
CCI Trustee has not yet been paid his trustee's fees for
administering the CCI Estate.  The CCI Trustee could be entitled a
fee under the Bankruptcy Code of $125,000.  The CCI Trustee has
agreed to cap his fee for work through the Effective Date of the
Plan an amount of $50,000.

As a result, the CCI Trustee estimates that there will be
approximately $1,200,000 available for distribution to unsecured
creditors holding Allowed Unsecured Claims.  The Allowed Unsecured
Claims are estimated to total somewhere between $25 million and
$35 million, and claimants could expect a 3% to 4.5% dividend.

In October 2009, the Debtor and the CCI Committee stipulated to
the appointment of a chapter 11 trustee for the Debtor.  Simon E.
Rodriguez, Esq., was appointed the interim chapter 11 trustee for
CCI and his appointment was approved by Court order on October 27,
2009.

On October 27, 2009, the CCI Committee filed a request for an
election of chapter 11 trustee pursuant to 11 U.S.C. Sec. 1104(b).
On November 25, 2009, the chapter 11 trustee appointed in the CCIF
case commenced an adversary proceeding by filing a complaint
against Mr. Rodriguez and the CCI Committee seeking a declaratory
judgment and turnover of property of the CCIF estate.

On December 7, 2009, the Office of the United States Trustee
conducted a creditors' meeting to elect a chapter 11 trustee in
the CCI Case.  At the election, each ballot was cast for Mr.
Markus and the U.S. Trustee subsequently appointed Mr. Markus as
chapter 11 trustee for CCI.

On December 11, 2009, the Court entered its order approving the
appointment of Mr. Markus as the chapter 11 trustee for the CCI
bankruptcy estate.

Since his appointment, the CCI Trustee, with the assistance of his
legal counsel, Markus Williams Young & Zimmermann, LLC, has
litigated and settled the CCIF Adversary Proceeding, resulting in
a recovery for the CCI Estate of approximately $2.2 million plus a
waiver of claims exceeding $100 million. The CCI Trustee has also
resolved many other disputes, claims and actions asserted and
pending against CCI and its property resulting in more than $1
million in additional recovery

The two primary assets of the CCI estate were litigation claims.
The first claim was against CCIF and its lender WestLB AG, New
York Branch and which claims were asserted and pursued by the CCI
Trustee in the CCIF Adversary Proceeding.  The second claim was
against American Family Mutual Insurance Company.

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

                     About Commercial Capital

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I, LLC, are commercial real estate lenders and investment
partners engaging in short-term commercial mortgage.

Commercial Capital and CCI Funding filed separate petitions for
Chapter 11 protection on April 22, 2009, and April 24, 2009,
respectively (Bankr. D. Colo. Lead Case No. 09-17238).  Robert
Padjen, Esq., at Laufer and Padjen LLC, assisted Commercial
Capital in its restructuring efforts.  In its bankruptcy petition,
Commercial Capital estimated between $100 million and $500 million
in assets, and between $50 million and $100 million in debts.  CCI
Funding estimated between $100 million and $500 million each in
assets and debts.

In June 2009, an official committee of unsecured creditors was
appointed in the CCI case.

James T. Markus is the duly appointed Chapter 11 trustee for CCI.
He is represented by:

          MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
          1700 Lincoln Street, Suite 4000
          Denver, CO 80203
          Telephone: (303) 830-0800
          Facsimile: (303) 830-0809


COMMUNICATION OPTIONS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Communication Options, Inc.
        921 Eastwind Drive, Suite 104
        Westerville, OH 43081

Bankruptcy Case No.: 13-54053

Chapter 11 Petition Date: May 20, 2013

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: J Matthew Fisher, Esq.
                  ALLEN, KUEHNLE STOVALL & NEUMAN LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  E-mail: fisher@aksnlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ohsb13-54053.pdf

The petition was signed by Scott B. Halliday, managing director.


CSD LLC: May 31 Auction Adjourned Sine Die
------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada rescheduled
to a date yet to be determined the deadline in relation to CSD
LLC's motion to sell its assets.

The Debtor notified the Court that, among other things:

   1. the deadline to submit a proposal will not be on May 15,
      2013;

   2. the auction for the real property will not be held on
      May 31; and

   3. the sale hearing not be held on June 12.

According to a BankruptcyLaw360 report, CSD LLC on May 17 filed a
reorganization plan that would pay all of its creditors in full,
following an April settlement of litigation with Wayne Newton.
CSD LLC said all creditors are assumed to have accepted the plan
without voting on it, as it treats every creditor as unimpaired,
however, they will retain the right to object to the plan's
confirmation.

                          About CSD LLC

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

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

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

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

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

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

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

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


CUSTOM MAINTENANCE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Custom Maintenance Services, Inc.
        8 Everlast Drive
        Newville, PA 17241

Bankruptcy Case No.: 13-02614

Chapter 11 Petition Date: May 19, 2013

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Lawrence G. Frank, Esq.
                  THOMAS, LONG, NIESEN AND KENNARD
                  212 Locust Street, Suite 500
                  Harrisburg, PA 17101
                  Tel: (717) 234-7455
                  Fax: (717) 236-8278
                  E-mail: lawrencegfrank@gmail.com

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

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

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

The petition was signed by Judy A. Nawa, president.


D & L ENERGY: Committee Taps Squire Sanders as Legal Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of D & L Energy, Inc., et al., asks the Bankruptcy Court for
permission to retain Squire Sanders (US) LLP as its legal counsel.

The hourly rates of Squire Sanders' personnel are:

         Sherri L. Dahl                $555
         Peter R. Morrison             $305

The hourly rate for associates, partners and non-attorney
personnel is $200 for new associates, and $1,095 or higher for the
firm's most senior partners.  The hourly rate for new project
assistants $75 and $400 for experienced senior paralegals, with
most non-attorney billing rates falling within the range of $90 to
$265 per hour.

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

                          About D&L Energy

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

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

D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow,
Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case
No. 13-40813) on April 16, 2013.  Judge Kay Woods oversees the
case.  Kathryn A. Belfance, Esq., at Roderick Linton Belfance,
LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP,
is the environmental counsel.  The Debtor disclosed $41,015,677 in
assets and $6,185,158 in liabilities as of the Chapter 11 filing.

Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee tapped Squire Sanders (US) LLP as its
legal counsel.


D & L ENERGY: Court Approves Dennis Gartland as Accountants
-----------------------------------------------------------
The Bankruptcy Court authorized D & L Energy, Inc., et al., to
employ Robert C. Thompson and the firm of Dennis Gartland &
Niergarth as accountants.

As reported in the Troubled Company Reporter on April 30, 2013,
the Debtors said DGN has extensive accounting experience with the
complex facets of the oil and gas industry.  The Debtors have
agreed to pay Robert C. Thompson of DGN at the rate of $275 per
hour.  The range of hourly rates for other members of DGN which
may work on Debtors' cases is $245 to $300 per hour.

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

                          About D&L Energy

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

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

D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow,
Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case
No. 13-40813) on April 16, 2013.  Judge Kay Woods oversees the
case.  Kathryn A. Belfance, Esq., at Roderick Linton Belfance,
LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP,
is the environmental counsel.  The Debtor disclosed $41,015,677 in
assets and $6,185,158 in liabilities as of the Chapter 11 filing.

Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee tapped Squire Sanders (US) LLP as its
legal counsel.


D & L ENERGY: Roderick Linton Okayed as General Bankruptcy Counsel
------------------------------------------------------------------
The Bankruptcy Court authorized D & L Energy, Inc., et al., to
employ Roderick Linton Belfance LLP as general bankruptcy counsel.

As reported in the Troubled Company Reporter on April 30, 2013,
the Debtors have selected RLB as its bankruptcy counsel because of
their extensive experience and expertise in bankruptcy matters.
D&L agreed to pay RLB an initial $50,000 retainer.  RLB's fees for
professional services are based upon standard hourly rates:

            Category                 Hourly Rate
            --------                 -----------
        Partner Attorneys               $300
        Associate Attorneys          $190 to $275
        Paralegals                      $135

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

                          About D&L Energy

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

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

D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow,
Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case
No. 13-40813) on April 16, 2013.  Judge Kay Woods oversees the
case.  Kathryn A. Belfance, Esq., at Roderick Linton Belfance,
LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP,
is the environmental counsel.  The Debtor disclosed $41,015,677 in
assets and $6,185,158 in liabilities as of the Chapter 11 filing.

Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee tapped Squire Sanders (US) LLP as its
legal counsel.


D & L ENERGY: Files Schedules of Assets and Liabilities
-------------------------------------------------------
D & L Energy, Inc., has filed with the U.S. Bankruptcy Court for
the Northern District of Ohio its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $36,032,400
  B. Personal Property            $4,983,277
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,373,565
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $1,500
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,810,093
                                 ------------      -----------
        TOTAL                     $41,015,677      $6,185,158

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

                          About D&L Energy

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

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

D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow,
Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case
No. 13-40813) on April 16, 2013.  Judge Kay Woods oversees the
case.  Kathryn A. Belfance, Esq., at Roderick Linton Belfance,
LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP,
is the environmental counsel.  The Debtor disclosed $41,015,677 in
assets and $6,185,158 in liabilities as of the Chapter 11 filing.

Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee tapped Squire Sanders (US) LLP as its
legal counsel.


DEL MONTE: Balanced Pet Merger Triggers Moody's Ratings Review
--------------------------------------------------------------
Moody's Investors Service, Inc. has placed the long term ratings
of Del Monte Corporation, including its B2 Corporate Family
Rating, under review for downgrade following the company's
announcement that it has signed a merger agreement with Natural
Balance Pet Foods, Inc., a maker of premium pet foods for dogs and
cats sold throughout North America and in parts of Europe and
Asia. Del Monte's SGL-2 Speculative Grade Liquidity rating was
unchanged.

Ratings Rationale:

Moody's review will focus on the company's acquisition strategy
and on further details about the proposed merger agreement and the
resulting credit implications given the limited cushion in the
company's ratings for acquisitions due to high leverage and
recently soft operating performance in core segments.

Ratings placed under review for downgrade:

Del Monte Corporation:

Corporate Family Rating at B2;

Probability of Default Rating at B2-PD;

Del Monte Foods Company:

Backed $2.7 billion senior secured term loan due March 2018 at
B1 (LGD 3, 41%);

Backed $1.3 billion of senior unsecured notes due February 2019
at Caa1 (LGD 5, 87%).

The senior secured term loan is secured by a first priority lien
on substantially all the assets of Del Monte Corporation
(excluding collateral pledged to an undrawn $750 million asset-
based facility), and each guarantor; and a second priority lien on
the $750 million asset-based facility collateral. The debt of Del
Monte Corporation (assumed from Del Monte Foods Company in 2011)
is guaranteed by all direct and indirect subsidiaries.

Debt to EBITDA, is currently about 8 times (including Moody's
standard accounting adjustments), which is aggressive for the B2
rating category. Del Monte's financial leverage has remained high
since the company was acquired in March 2011 for $5.3 billion in a
leveraged buyout led by Kohlberg Kravis Roberts & Co. L.P. Since
then, the company has struggled with high input costs and
increased promotional activity in its key categories that have
caused profit margins to deteriorate. Because the company has been
slow to reduce its debt balances, financial leverage has risen
rather than declined as originally planned.

Del Monte, based in San Francisco, California, is a producer,
distributor and marketer of branded food and pet products for the
U.S. retail market. Revenues for the last twelve months ended
January 27, 2013 were approximately $3.8 billion.

The principal methodology used in this rating was the Global
Packaged Goods 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.


DEWEY & LEBOEUF: Atty Says Claims Hearing Delay Would Be Abusive
----------------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that a former
partner of Dewey Ballantine LLP -- the predecessor of bankrupt
Dewey & LeBoeuf LLP -- with a pending claim against the firm for
outstanding debt has called a proposed hearing delay abusive and
unnecessary.

According to the report, Donald F. Woods Jr. said in a May 16
letter that after he heard that the request for the delay was
coming, a delay was inappropriate. He said the hearing was already
delayed once before.

"This seems abusive to me," Woods said, the report cited.

                      About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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

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


DIALOGIC INC: Delays Q1 Form 10-Q, Expects to Report $10.8MM Loss
-----------------------------------------------------------------
Dialogic Inc. has been reviewing certain dates and terms related
to shipment of its products during 2012 and the first quarter of
2013 to ensure that revenue was recognized in the correct period.
Due to the timing of the review, the Company was not able to file
its quarterly report on Form 10-Q by the required deadline without
unreasonable effort or expense.  The Company is also in the
process of evaluating the impact this may have, if any, on the
effectiveness of its internal control over financial reporting.
The Company is not currently aware of any facts that it believes
would be material to the March 31, 2013, consolidated financial
statements or that would cause it to change its reported results
for any prior period.  The Company currently anticipates filing
its Quarterly Report on Form 10-Q within the period permitted by
the rule.

The Company expects that its preliminary consolidated revenue for
the three months ended March 31, 2013, will be approximately $32.5
million compared to $41.1 million for the three months ended
March 31, 2012, respectively.  For the three months ended
March 31, 2013, the Company expects a net loss of approximately
$10.8 million compared to a net loss of $14.8 million for the
three months ended March 31, 2012.

                          About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

Dialogic disclosed a net loss of $37.77 million in 2012, as
compared with a net loss of $54.81 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $123.38 million in total
assets, $141.22 million in total liabilities and a $17.84 million
total stockholders' deficit.

                        Bankruptcy Warning

"If future covenant or other defaults occur under the Term Loan
Agreement or under the Revolving Credit Agreement (the "Revolving
Credit Agreement") with Wells Fargo Foothill Canada ULC (the
"Revolving Credit Lender"), the Company does not anticipate having
sufficient cash and cash equivalents to repay the debt under these
agreements should it be accelerated and would be forced to
restructure these agreements and/or seek alternative sources of
financing.  There can be no assurances that restructuring of the
debt or alternative financing will be available on acceptable
terms or at all.  In the event of an acceleration of the Company's
obligations under the Revolving Credit Agreement or Term Loan
Agreement and the Company's failure to pay the amounts that would
then become due, the Revolving Credit Lender and Term Loan Lenders
could seek to foreclose on the Company's assets, as a result of
which the Company would likely need to seek protection under the
provisions of the U.S. Bankruptcy Code and/or its affiliates might
be required to seek protection under the provisions of applicable
bankruptcy codes," according to the Company's annual report for
the period ended Dec. 31, 2012.


DINNER-BEL INC: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dinner-Bel, Inc.
          aka PB's Restaurant
          aka PB's Diner
          aka P & B, Resta
        500 N Delsea Drive
        Glassboro, NJ 08028

Bankruptcy Case No.: 13-20999

Chapter 11 Petition Date: May 20, 2013

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

Judge: Judith H. Wizmur

Debtor's Counsel: Scott Eric Kaplan, Esq.
                  SCOTT E. KAPLAN, LLC
                  12 North Main St., PO Box 157
                  Allentown, NJ 08501
                  Tel: (609) 259-1112
                  Fax: (609) 259-0872
                  E-mail: scott@sekaplanlaw.com

Scheduled Assets: $2,481,392

Scheduled Liabilities: $2,949,242

A list of the Company's 21 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/njb13-20999.pdf

The petition was signed by John E. Lefakis, president.


EASTMAN KODAK: Aims for Aug. 9 Plan Confirmation
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. said it intends to modify the
reorganization plan filed at the end of April and submitted papers
May 23 laying out a proposed schedule where creditors will
complete voting by July 31 so the bankruptcy court in New York can
hold a confirmation hearing on Aug. 9 for approval of the plan.

The bankruptcy court previously scheduled a hearing on June 13 for
approval of disclosure materials explaining the plan.  Once the
disclosure statement is approved, creditors can begin voting.
Confirmation would bring an end to the bankruptcy begun in January
2012.

Moving ahead with the plan was made possible partly following a
settlement in late April where the company's U.K. pension plan is
giving up a $2.84 billion claim while purchasing the consumer-
imaging and document-imaging businesses for $650 million in cash
and notes. A hearing for approval of the settlement will take
place June 20.

The settlement will be implemented when Kodak puts the
reorganization plan into effect.

Kodak's plan initially more than doubled the price of the $400
million in 7 percent convertible notes due in 2017.  The last
trade before the plan filing was 12.853 cents on the dollar
on April 24.  The notes rose to 26.125 by May 15, declining since
then to 21.5 cents on May 23, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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

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

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


ELPIDA MEMORY: Wants Tokyo Court-Approved Plan Recognized by U.S.
-----------------------------------------------------------------
Yukio Sakamoto and Nobuaki Kobayashi, the Foreign Representatives
of Elpida Memory, Inc., a Japanese company that is the subject of
reorganization proceedings under Japanese law currently pending
before the Tokyo District Court, Eighth Civil Division, ask the
U.S. Bankruptcy Court for the District of Delaware to:

   (i) recognize and enforce Elpida's reorganization plan
       confirmed by the Tokyo Court in the Japan Proceeding and
       recognizing the Tokyo Court's order confirming the
       Reorganization Plan;

  (ii) entrust the administration, realization and distribution of
       Elpida's assets within the territorial jurisdiction of the
       United States to the Foreign Representatives, including for
       purposes of implementing the Cost Plus Model contemplated
       by the Sponsor Agreement with Micron Technology, Inc.,
       dated July 2, 2012  and incorporated into the
       Reorganization Plan; and

(iii) restrain and enjoin all creditors of Elpida from commencing
       or continuing any and all actions within the territorial
       jurisdiction of the United States, insofar as those actions
       are related to any claim or claims that will be
       restructured or discharged under the Reorganization Plan.

The U.S. Court's protection, according to the Foreign
Representatives, is necessary to implement the orderly
reorganization of Elpida in accordance with the Reorganization
Plan, which was overwhelmingly approved by 99.54% of secured claim
voting rights and 67.90% of general unsecured claim voting rights
and was subsequently confirmed by the Tokyo Court and, upon
appeal, affirmed by the Tokyo High Court.

The Reorganization Plan, based on the Sponsor Agreement, is the
only means for Elpida's reorganization, the Foreign
Representatives tell the U.S. Court.  For Elpida to fully realize
the benefits of the Reorganization Plan and Confirmation Order, it
is vital that the Reorganization Plan be recognized and enforced
against all of Elpida's reorganization creditors, the Foreign
Representatives assert.

The motion was filed by the Debtor's counsel, Mark D. Collins,
Esq., Paul N. Heath, Esq., Lee E. Kaufman, Esq., at Richards,
Layton & Finger, P.A.; and the Foreign Representatives' counsel,
Timothy Graulich, Esq., James I. McClammy, Esq., and Giorgio
Bovenzi, Esq., at Davis Polk & Wardwell LLP, New York, and
Theodore A. Paradise, Esq., at Davis Polk & Wardwell LLP, in
Tokyo.

A hearing on the motion will be held on June 27, 2013, at 10:00
a.m. (EDT).  Objections are due June 7.

                     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.


EMPIRE LAND: AIG Unit Dodges Some Defense Costs
-----------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that an American
International Group Inc. affiliate doesn't have to pay $20 million
more in defense costs to bankrupt land developer Empire Land LLC
principals because of policy exclusions for related wrongful acts,
a California federal judge ruled.

According to the report, U.S. District Judge Dean D. Pregerson
said that defendant AIG affiliate National Union Fire Insurance
Co. of Pittsburgh, Pa., only had to pay the defense costs to the
Empire Land plaintiffs, which include the former CEO and other
company principals, under one policy it issued to them.

The case is James Previti et al v. National Union Fire Insurance
Company of Pittsburgh PA, Case No. 5:13-cv-00190 (C.D. Cal.).

                         About Empire Land

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops
communities and other land construction projects located in
California and Arizona.

The company and seven of its affiliates filed for Chapter 11
protection (Bankr. C.D. Calif. Lead Case No.08-14592) on April 25,
2008.  The company owned at least 11,800 lost in 14 separate land
projects as of the Chapter 11 filing.  Empire Land estimated
assets and debts between $100 million to $500 million.

James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP, serves
as counsel to the Debtors.  The Official Committee of Unsecured
Creditors selected Landau & Berger LLP as its general bankruptcy
counsel.


ESTELA MARTINEZ: Charged After Bankruptcy 6 Times in 4 Years
------------------------------------------------------------
Kevin Krause, writing for Dallas News, reported that Estela
Martinez was unsuccessful the first time she filed for bankruptcy
in 2009.

The Dallas woman, however, did not give up, according to the
report. She filed five more times between then and 2012.  The feds
took notice and charged her this month with bankruptcy fraud.

It turns out, she omitted some key information from court filings
during her failed attempts to make it through bankruptcy court in
Dallas, such as her social security number, according to the May
21 indictment, the report related.

Ms. Martinez, 53, also failed to disclose her previous bankruptcy
filings, the indictment said, according to the report.

Ms. Martinez had a lawyer the first two times she filed -- in
2009, the report related.  After that, she filed on her own
without an attorney, court records show.  And each time, a federal
bankruptcy judge dismissed her Chapter 13 petitions because she
failed to file certain required documents in time, such as a
statement of current monthly income.

Her first attempt shows $189,005 in debt secured with collateral,
most of it mortgage debt, the report further related.  She also
had $74,362 in unsecured debt, according to court documents.


FERRO CORP: S&P Affirms 'B+' CCR & Removes Rating from Creditwatch
------------------------------------------------------------------
Standard & Poor's Ratings Services said it removed from
CreditWatch and affirmed all of its ratings, including the 'B+'
corporate credit rating, on Ferro Corp.  S&P had placed the
ratings on CreditWatch with developing implications on March 5,
2013, following the announcement that U.S.-based chemical company
A. Schulman Inc. (unrated) had made an unsolicited proposal to
acquire Ferro in a transaction valued at about $855 million.  The
outlook is developing.

"The removal of ratings from CreditWatch reflects our belief that
any potential acquisition of Ferro is not likely to be completed
in the near term," said Standard & Poor's credit analyst Danny
Krauss.

S&P had placed the ratings on CreditWatch with developing
implications on March 5, 2013, after A. Schulman made an
unsolicited offer to acquire Ferro at a purchase price of $6.50 a
share.  While Ferro's board of directors rejected the offer, A.
Schulman has stated that it could adjust its offer, subject to
customary due diligence.  The developing outlook reflects S&P's
belief that it could lower the ratings if Ferro's credit quality
deteriorates in the absence of a transaction, while a transaction
is pending, or if an acquisition resulted in increased debt
leverage at Ferro.  Alternatively, S&P could maintain the current
ratings if Ferro continues to achieve its targeted cost savings
from recent restructuring initiatives leading to increased
profitability and stronger credit metrics, or if a combined
company had similar default prospects to Ferro as a stand-alone
company.  S&P could consider a modest upgrade if Ferro is
acquired, resulting in a combined entity with a better business or
financial risk profile than Ferro has currently.

The outlook is developing. S&P will monitor developments relating
to any potential transaction and would revisit the rating and
outlook if a revised offer leads to a definitive acquisition
agreement, or if it appears that Ferro will not be acquired.  If a
transaction does take place, S&P would evaluate the resulting
business risk profile, capital structure, and integration plans as
well as gain an understanding of the combined company's business
strategy and financial policy objectives.

S&P's base case assumes that earnings will improve modestly in
2013, albeit from very weak levels, as EBITDA should benefit from
the recent divestiture of the negative EBITDA solar segment as
well as from the company's ongoing restructuring actions.  S&P
expects that this will result in FFO to debt of between 12%-15% at
the end of 2013.  S&P could maintain the ratings and revise the
outlook to stable if its 2013 base case plays out and the company
is able to improve credit metrics to what it considers to be
appropriate levels, or if a transaction is completed and S&P views
the combination as having similar default prospects to Ferro as a
stand-alone company.

"However, we could lower the ratings if Ferro's credit quality
deteriorates in the absence of a transaction, while a transaction
is pending, or if an acquisition resulted in increased debt
leverage at Ferro.  We could lower the ratings if earnings remain
at, or deteriorate from subdued 2012 levels due to continued
weakness in Europe or challenging industry conditions.  In such a
scenario, FFO to total adjusted debt would remain below 12%.  We
could also consider a downgrade if liquidity were to come under
pressure resulting from EBITDA cushions under the covenants
declining to about 10%, or free cash flow turning negative for an
extended period of time," S&P said.

An upgrade is possible if a revised bid is accepted by Ferro and
the acquisition results in a combined entity with a stronger
business or financial profile than Ferro has currently.  S&P could
also lower or raise the ratings if there are any material changes
to Ferro's business or financial risk profile.


FIBERTOWER NETWORK: Has Court Authority to Sell Telecom Equipment
-----------------------------------------------------------------
FiberTower Network Services Corp., et al., sought and obtained
authority from the U.S. Bankruptcy Court for the Northern District
of Texas, Fort Worth Division, to sell their telecommunications
equipment and employ American Communications, LLC, as
telecommunications equipment reseller.

According to the Debtors, the telecommunications equipment, which
was a part of their backhaul business, is no longer necessary in
the conduct of their business.  They, however, believe that the
equipment may have resale value that would benefit their estates.

The Debtors said they conducted discussions with third parties
with respect to the possible sale of their assets.  Due to the
cessation of the Debtors' network operations, however, they have
limited personnel and resources that they can dedicate to the
resale of the equipment.  Accordingly, they determined that it
would be in their best interest to engage a "reseller" or
"liquidator" to manage the sale process.  AmCom, as the reseller,
will receive a percentage of the proceeds received in connection
with the sale of the equipment.

                   About FiberTower Corporation

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.


FIRST DATA: Offering of $500 Million Senior Subordinated Notes
--------------------------------------------------------------
First Data Corporation intends to offer $500 million aggregate
principal amount of senior subordinated notes due 2021, subject to
market conditions.  First Data intends to use the proceeds from
the offering, together with cash on hand, to redeem a portion of
its outstanding 11.25 percent senior subordinated notes due 2016
and to pay related fees and expenses.

                          About First Data

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

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss attributable to the Company of $700.9 million, compared with
a net loss attributable to the Company of $516.1 million during
the prior year.  The Company's balance sheet at March 31, 2013,
showed $44.50 billion in total assets, $42.24 billion in total
liabilities, $69.1 million in redeemable noncontrolling interest
and $2.19 billion in total equity.

                           *     *     *

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


FIRST FINANCIAL: Three Directors Elected to Board
-------------------------------------------------
At the 2013 annual meeting of the shareholders of First Financial
Service Corporation was held on May 15, 2013, Gail L. Cleaver,
Phillip J. Keller and Roger T. Rigney were elected as directors of
the Corporation for three-year terms.  Keith Johnson, Diane E.
Logsdon, Stephen Mouser, John L. Newcomb, Jr., Donald Scheer,
Gregory S. Schreacke, and Michael L. Thomas will continue to serve
as directors.

The shareholders approved the compensation of the executive
officers of the Company and ratified Crowe Horwath LLP as the
independent registered public accountants for the year ending
Dec. 31, 2013.

                       About First Financial

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

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

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

First Financial disclosed a net loss attributable to common
shareholders of $9.44 million in 2012, a net loss attributable to
common shareholders of $24.21 million in 2011 and a net loss
attributable to common shareholders of $10.45 million in 2010.
The Company's balance sheet at Dec. 31, 2012, showed $1 billion in
total assets, $962.69 million in total liabilities and $44.37
million in total stockholders' equity.

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


FRIENDFINDER NETWORKS: Incurs $10.4 Million Net Loss in Q1
----------------------------------------------------------
FriendFinder Networks Inc. reported a net loss of $10.39 million
on $72.39 million of total revenue for the three months ended
March 31, 2013, as compared with a net loss of $21.52 million on
$81 million of total revenue for the same period during the prior
year.

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

"During the first quarter, we continued to execute on our long-
term strategic plan to strengthen our flagship brands and improve
our marketing efficiencies to attract valuable, long-term users.
To that end, we successfully achieved sequential expansion of
subscriber ARPU and improved churn in our adult segment during the
first quarter.  Additionally, despite a reduction in lower margin
affiliate and advertising spending that resulted in a revenue
decline, year-over-year improvement in our member conversion
helped drive adjusted EBITDA growth by 34%, to $17.9 million,
compared to the first quarter of last year," said Anthony Previte,
chief executive officer of FriendFinder Networks.  "In an effort
to further improve conversions, we recently engaged a new domestic
credit card processer for our dating business which we are
confident will help improve our customer authorization rates.  By
continuing to focus on our core business growth drivers, we remain
confident that we can acquire additional new customers, increase
revenue and further improve our marketing ROI.  As for our Live
Interactive business, we achieved our 13th consecutive quarter of
year-over-year revenue growth with an increase of 8.2% to $23.7
million."

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

                        http://is.gd/Wktsn3

                     About FriendFinder Networks

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

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

                           *     *     *

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

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


GEOMET INC: Incurs $5.8 Million Net Loss in First Quarter
---------------------------------------------------------
GeoMet, Inc., reported a net loss of $5.75 million on $10.92
million of total revenues for the three months ended March 31,
2013, as compared with a net loss of $52.94 million on $10.21
million of total revenues for the same period during the prior
year.

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

William C. Rankin, GeoMet's president and chief executive officer,
commented, "Operating results for the quarter were generally in
line with expectations.  Although the prices received for our
natural gas were much improved from the lows in 2012, the impact
on the quarterly results was minimal due to the high level of
hedges the Company had in place.  More importantly, the sentiment
related to natural gas has improved markedly since 2012."  Mr.
Rankin went on to say, "As announced last week, we have executed
an agreement for the sale of all of our coalbed methane assets in
the State of Alabama for a purchase price of $63.2 million.  In
connection with this sale, we also executed the Fifth Amendment to
our Credit Agreement.  Upon the closing of the sale, we expect to
eliminate the borrowing base deficiency under our Credit Agreement
and alleviate many of the constraints which the non-conforming
tranche has placed on the Company; however, the maturity date of
April 2, 2014 is unchanged."

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

                         http://is.gd/JnxKnV

                         About Geomet Inc.

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

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

                           Going Concern

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


GGW BRANDS: Trustee Says Founder Can't Stop Chapter 11
------------------------------------------------------
Gavin Broady of BankruptcyLaw360 reported that the trustee
overseeing the California "Girls Gone Wild" bankruptcy derided
efforts by founder Joe Francis to halt the bankruptcy of a
subsidiary involved in the purportedly fraudulent overseas
transfer of company trademarks, saying his emergency motion was
filed an hour and a half too late.

According to the report, trustee R. Todd Neilson said that any
efforts by Francis to put the brakes on the bankruptcy of GGW
Marketing LLC are moot.

                         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.


HALLWOOD GROUP: Incurs $1.3 Million Net Loss in First Quarter
-------------------------------------------------------------
The Hallwood Group Incorporated reported a net loss of $1.34
million on $31.28 million of revenue for the three months ended
March 31, 2013, as compared with a net loss of $9.55 million on
$35.87 million of revenue for the same period during the prior
year.

The operating income (loss) for the 2013 and 2012 first quarters
was $(1.1) million and $(14.4) million, respectively.  As
previously disclosed, the 2012 first quarter results included a
$13.2 million litigation charge as a result of the decision issued
by the United States District Court on April 24, 2012, in which it
entered a final judgment substantially adopting the proposed
findings that the Bankruptcy Court issued in July 2011 in the
Adversary Proceeding.

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

                         http://is.gd/HAGe1k

                        About Hallwood Group

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

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

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

Hallwood Group incurred a net loss of $17.94 million in 2012, as
compared with a net loss of $6.33 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $70.97 million in total
assets, $29.77 million in total liabilities and $41.19 million in
total stockholders' equity.

Deloitte & Touche LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to its fund ongoing operations.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


HAMPTON ROADS: Henry Custis Appointed Chairman Emeritus
-------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that Charles M.
Johnston, age 57, has been appointed Chairman of the Company's
Board of Directors.  He succeeds Henry P. Custis, Jr., who will
remain a member of the Board and will serve as Chairman Emeritus.

Custis said, "With the Company having overcome significant
challenges over the past five years and having returned to
profitability, I believe this is the appropriate time for me to
pass the baton to a new Chairman.  While there is still work to
do, I have great confidence in Chuck and in the management team
and believe the Company has a bright future."

Johnston said, "I was excited about joining the Board of Hampton
Roads Bankshares last year because I believed the Company had a
great franchise, a strong management team and a comprehensive plan
to return to profitability and ultimately, growth.  Since then,
the Company has made steady and significant progress and I am
committed to working with the management team to sustain and build
on that progress going forward."

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "On behalf of
the Company and its shareholders, I want to commend Henry for his
unwavering commitment and sound judgment over the past several
years.  We are very pleased that the Company will continue to
benefit from his guidance going forward in his role as Chairman
Emeritus."  Glenn added, "With a highly successful career in
finance and banking, Chuck brings a wealth of experience and
perspective to the role of Chairman and we look forward to
continuing to work with him to develop the full potential of the
Company?s franchise."

Johnston joined the Company's Board of Directors in September,
2012.  He served as Chief Financial Officer of Eastern Bank
Corporation, an $8 billion bank holding company headquartered in
Boston, from 2003 until his retirement in March, 2012.  He was
Chief Financial Officer of Commonwealth Bancorp, a $2 billion bank
holding company headquartered in Philadelphia, from 1996 until its
sale to Citizens Financial Group in 2003.  From 1994 to 1996, he
was Chief Financial Officer of TFC Enterprises, an auto finance
company headquartered in Norfolk, Virginia.  Previously, he served
in Treasury, Financial Planning and Investor Relations roles at
Mellon Bank Corporation and Treasury, Accounting and Internal
Audit roles at United States Steel Corporation.

Johnston, a native of Pittsburgh, earned a BS in Commerce at the
University of Virginia and an MBA from Duquesne University.  He
and his wife Jan reside in Williamsburg, Virginia.

Meanwhile, James F. Burr has been appointed to its Board of
Directors.

Mr. Burr has been a Managing Director in the Carlyle Group's
Global Financial Services Group since 2008.  Previously, he served
in several senior positions, including Corporate Treasurer, with
Wachovia Bank from 1992 to 2008.  Mr. Burr began his career at
Ernst and Young, where he was a C.P.A. focused on banking and
computer audit issues.

Affiliates of the Carlyle Group held beneficial ownership of 24.90
percent of the Company's outstanding shares of common stock as of
March 31, 2013.

                   About Hampton Roads Bankshares

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

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

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

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.  The Company's balance
sheet at March 31, 2013, showed $2.03 billion in total assets,
$1.84 billion in total liabilities and $185.36 million in total
shareholders' equity.


HANDY HARDWARE: Committee Can Hire Gellert Scali as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of Handy Hardware Wholesale, Inc. to retain Gellert Scali
Busenkell & Brown, LLC as its counsel.

The hourly rates of Gellert Scali's personnel are:

         Michael Busenkell                   $325
         Ronald S. Gellert                   $325
         Associates/Of Counsel               $260
         Paraprofessionals              $105 - $165

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

                       About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

Bankruptcy Judge Mary F. Walrath oversees the case.  Lawyers at
Ashby & Geddes, P.A., serve as the Debtor's counsel.  MCA
Financial serves as financial advisor.  Donlin Recano serves as
claims and noticing agent.  The Debtor disclosed $79,169,106 in
assets and $77,605,085 plus an unknown in liabilities as of the
Chapter 11 filing.

A seven-member official committee of unsecured creditors has been
appointed in the case.  Gellert Scali Busenkell & Brown, LLC
represents the Committee.

Wells Fargo is providing a $30 million revolving credit to finance
operations in Chapter 11.


HANDY HARDWARE: Donlin Recano Approved as Administrative Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Handy Hardware Wholesale, Inc. to employ Donlin Recano & Company,
Inc. as administrative agent.

As reported in the Troubled Company Reporter on April 8, 2013,
Donlin Recano also serves as the Debtor's claims and noticing
agent in the case.

As administrative agent, Donlin Recano will, among other things:

   1. generate official ballot certification and testify, if
      necessary, in support of the ballot tabulation results;

   2. provide confidential date room, if requested; and

   3. manage and coordinate any distributions pursuant to a
      confirmed plan of reorganization or otherwise.

To the best of the Debtors' knowledge, Donlin Recano is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

Bankruptcy Judge Mary F. Walrath oversees the case.  Lawyers at
Ashby & Geddes, P.A., serve as the Debtor's counsel.  MCA
Financial serves as financial advisor.  Donlin Recano serves as
claims and noticing agent.  The Debtor disclosed $79,169,106 in
assets and $77,605,085 plus an unknown in liabilities as of the
Chapter 11 filing.

A seven-member official committee of unsecured creditors has been
appointed in the case.  Gellert Scali Busenkell & Brown, LLC
represents the Committee.

Wells Fargo is providing a $30 million revolving credit to finance
operations in Chapter 11.


HANDY HARDWARE: Lucas Group OK'd as Executive Search Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Handy Hardware Wholesale, Inc. to employ Lucas Group as its
executive search advisor.

According to the Debtor, in connection with formulating its
proposed plan of reorganization and exiting bankruptcy, it is
necessary to retain a qualified person to fill the position of
president and chief executive officer, a position which is
currently vacant.

Lucas will assist the Debtor in identifying and evaluating a pool
of candidates from which the Debtor seeks to fill the
president/CEO position.

The Debtor relates that the engagement fee arrangement provides
that for any executive candidate directly or indirectly referred
by Lucas and subsequently hired within 12 months of referral, the
fee will be 25 percent of the position's first year base salary,
not to exceed $50,000.  The Debtor will also provide Lucas with an
engagement fee of $15,000 to cover the costs and expenses of the
ongoing search process.

The Debtor is represented by: William P. Bowden, Gregory Taylor,
Amanda Winfree Herrmann, and Stacy L. Newman at ASHBY & GEDDES,
P.A.

                       About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

Bankruptcy Judge Mary F. Walrath oversees the case.  Lawyers at
Ashby & Geddes, P.A., serve as the Debtor's counsel.  MCA
Financial serves as financial advisor.  Donlin Recano serves as
claims and noticing agent.  The Debtor disclosed $79,169,106 in
assets and $77,605,085 plus an unknown in liabilities as of the
Chapter 11 filing.

A seven-member official committee of unsecured creditors has been
appointed in the case.  Gellert Scali Busenkell & Brown, LLC
represents the Committee.

Wells Fargo is providing a $30 million revolving credit to finance
operations in Chapter 11.


HANDY HARDWARE: Continued Access to DIP Financing Until Aug. 9
--------------------------------------------------------------
Handy Hardware Wholesale, Inc. now has access to postpetition
financing from Wells Fargo Bank, National Association, until Aug.
9, 2013, after the U.S. Bankruptcy Court for the District of
Delaware this month gave final approval to changes to the DIP
credit agreement.

Pursuant to the amendment, the termination date of the DIP credit
facility is extended until Aug. 9, 2013, and the Debtor is allowed
to spend up to $30 million in accordance with the budget.

During the term is the DIP credit facility, the Debtor would use
the proceeds to fund its working capital needs and for other
general corporate purposes.

The Debtor's use is subject to these events of default, among
other things:

   1. Failure to commence the hearing of the Disclosure Statement
      by June 19, 2013;

   2. Failure to commence hearing on the confirmation of the
      Debtor's Plan of Reorganization by July 31; and

   3. Failure of the Debtor to (i) obtain entry of the
      confirmation order by Aug. 2., or (ii) substantially
      consummate its Plan by Aug. 9.

A copy of the amendment is available for free at
http://tinyurl.com/obpa6rp

                       About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

Bankruptcy Judge Mary F. Walrath oversees the case.  Lawyers at
Ashby & Geddes, P.A., serve as the Debtor's counsel.  MCA
Financial serves as financial advisor.  Donlin Recano serves as
claims and noticing agent.  The Debtor disclosed $79,169,106 in
assets and $77,605,085 plus an unknown in liabilities as of the
Chapter 11 filing.

A seven-member official committee of unsecured creditors has been
appointed in the case.  Gellert Scali Busenkell & Brown, LLC
represents the Committee.

Wells Fargo is providing a $30 million revolving credit to finance
operations in Chapter 11.


HANDY HARDWARE: Asks for Plan Filing Exclusivity Until Aug. 9
-------------------------------------------------------------
Handy Hardware Wholesale, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware to extend its exclusive periods to file a
proposed Chapter 11 plan until Aug. 9, 2013, and solicit
acceptances for that Plan until Oct. 18, respectively.

The Debtor filed its request for an extension before the exclusive
periods was set to expire on May 11.

The Debtor explains that it is finalizing the terms of the exit
financing, working through the treatment of certain executory
contracts and evaluating and reconciling claims against the
Debtor's estate.

A May 29 hearing has been set.

                       About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

Bankruptcy Judge Mary F. Walrath oversees the case.  Lawyers at
Ashby & Geddes, P.A., serve as the Debtor's counsel.  MCA
Financial serves as financial advisor.  Donlin Recano serves as
claims and noticing agent.  The Debtor disclosed $79,169,106 in
assets and $77,605,085 plus an unknown in liabilities as of the
Chapter 11 filing.

A seven-member official committee of unsecured creditors has been
appointed in the case.  Gellert Scali Busenkell & Brown, LLC
represents the Committee.

Wells Fargo is providing a $30 million revolving credit to finance
operations in Chapter 11.


HCSB FINANCIAL: Delays First Quarter Form 10-Q for 2012 Audit
-------------------------------------------------------------
HCSB Financial Corporation was not able to timely file its
quarterly report on Form 10-Q for the quarter ended March 31,
2013, because the audit of Company's consolidated financial
statements for the year ended Dec. 31, 2012, has not been
finalized and, as a result, the Company was not able to file its
Form 10-Q for the period ended March 31, 2013, by May 15, 2013,
without unreasonable effort and expense.  The delay in completing
the financial statements is primarily to allow for additional time
for the Company to obtain current appraisals for certain parcels
of other real estate owned.

The Company currently anticipates reporting a net loss ranging
from $0.5 million to $0.6 million for the period ended March 31,
2013.  Based on the Company's analysis of its allowance for loan
losses, the Company does not anticipate taking any loan loss
provision for the quarter ended March 31, 2013.  However, based on
the Company's continued analysis, the Company's actual results for
the period ended March 31, 2013, may differ from its current
estimates.  As a result, the Company is still finalizing its
unaudited consolidated financial statements and related
disclosures for the quarter ended March 31, 2013.

                        About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.

HCSB reported a net loss of $29.01 million in 2011, compared with
a net loss of $17.27 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $512.65
million in total assets, $520.03 million in total liabilities and
a $7.38 million total shareholders' deficit.


HEMCON MEDICAL: Court Confirms Reorganization Plan
--------------------------------------------------
Judge Elizabeth Perris of the U.S. Bankruptcy Court for the
District of Oregon confirmed HemCon Medical Technologies, Inc.'s
Fifth Amended Plan of Reorganization after determining that the
Plan satisfies the requirements under Section 1129 of the
Bankruptcy Code.

Providence Health Services-Oregon, Biomedical Research Services,
Inc., CH Realty III/Portland Industrial, LLC, Total Resources
International, Inc., and the United States of America filed
objections to the confirmation of the Plan.  Each of the
objections, if not resolved, was withdrawn or is overruled.

The Confirmation Order also provides that the Agreement for
Purchase and Sale of Stock made as of April 18, 2013, among
TriStar Wellness Solutions, Inc., or its assigns, and the Debtor
is amended to provide that the Purchase Price is $3,000,000.  The
Debtor, the Reorganized Debtor and the Plan Agent are authorized
to execute any documents and take all other actions necessary or
appropriate to cause all Equity Interests in the Debtor to be
cancelled as of the Effective Date and to issue 100 shares of
common stock to TriStar in exchange for the payment of the
Purchase Price of $3,000,000.

The Assignment and Assumption of Executory Contracts as set forth
in the Debtor's Notice of Assumption and Assignment of Executory
Contracts and Cure Amounts, except for the distribution agreement
with Cardinal Health Canada which is rejected, are approved.  The
cure amount payable to CH Realty III/Portland Industrial, LLC,
will be $8,020.

A full-text copy of the Confirmation Order, dated May 6, 2013, is
available for free at:

        http://bankrupt.com/misc/HEMCONplanorder0506.pdf

                 About HemCon Medical Technologies

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

The bankruptcy filing comes after an en banc decision by the U.S.
Court of Appeals for the Federal Circuit on March 15, 2012, which
affirmed an award of $34.2 million in damages to Marine Polymer
Technologies Inc. in a patent infringement case initiated in 2006.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings.

Judge Elizabeth L. Perris presides over the case.  Attorneys at
Tonkon Torp LLP represent the Debtor.  The petition was signed by
Nick Hart, CFO.

The Official Committee of Unsecured Creditors appointed Marine
Polymer as its chair.


HERCULES OFFSHORE: Three Class II Directors Elected to Board
------------------------------------------------------------
Hercules Offshore, Inc., held its annual meeting of stockholders
on May 15, 2013, at which stockholders elected Thomas R. Bates,
Jr., Thomas M Hamilton and Thierry Pilenko as Class II directors
for three-year terms.  The stockholders approved, on an advisory
basis, the compensation of the Company's named executive officers
and ratified the appointment of Ernst & Young LLP as independent
registered public accounting firm for the Company for the year
ending Dec. 31, 2013.

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.  The Company's balance sheet at March 31, 2013, showed $2
billion in total assets, $1.08 billion in total liabilities and
$919.58 million in stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HERRERA PROPERTIES: Case Summary & 6 Unsecured Creditors
--------------------------------------------------------
Debtor: Herrera Properties, LLC
        942 Little Darby Lane
        Suwanee, GA 30024

Bankruptcy Case No.: 13-61065

Chapter 11 Petition Date: May 20, 2013

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

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  JONES AND WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: lpineyro@joneswalden.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its top unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ganb13-61065.pdf

The petition was signed by Youngju Oh Hall, manager/member.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
FQ Properties, LLC                     13-54643   03/04/13
Grayson Exchange, LLC                  12-69510   08/06/12


HILLTOP FARMS: Disclosure Statement Hearing Set for June 6
----------------------------------------------------------
Hilltop Farms, L.L.C., filed with the U.S. Bankruptcy Court for
the District of South Dakota a reorganization plan that proposes
to pay $98 per month to the priority creditors, $40,822 per month
to impaired secured creditors, and an estimated $835 per month to
unsecured creditors for the first year of the Plan, for a total of
approximately $41,755 per month.

The approximate total monthly payment of $41,755 will be paid from
the net cash flow each month as projected.  For example, for the
month of November 2013, Debtor will pay the total payments
detailed under the Plan of $41,755, leaving a final net amount of
$5,549 for the month.  Each month thereafter will be similar to
the amounts based upon the net cash flow projected.

The Plan provides for assumption of a livestock lease with Bill
Landsman; the equipment lease with Hilltop Dairy, LLP; the farm
land and facility lease with Hilltop Dairy, LLP; the contract for
deed with Tony Wiskur, Scott Wiskur, and Douglas Wiskur; the
contract for deed with Bill Landsman; the assignment of the heifer
raising contract with Hilltop Dairy, LLP; and the management
agreement with Hilltop Dairy, LLP.  The Debtor also had a grower
contract with Kerkvliet Enterprises, LLC, of which the Plan
provides for rejection of said contract.

The Debtor will continue to be managed and operated by Wilhelmus
and Olga Reuvekamp who will take a combined draw totaling $7,500,
per month, as funds are available, increasing nominally for
necessary living expenses.

A telephonic hearing to consider the Debtor's Disclosure Statement
explaining the Plan will be held June 6, 2013, at 1:30 p.m.
(Central).  Objections to the Disclosure Statement must be filed
on or before June 3.

The Plan and Disclosure Statement are prepared by Laura L. Kulm,
Esq., at Gerry & Kulm Ask, Prof. LLC, in Sioux Falls, in South
Dakota.

A full-text copy of the Disclosure Statement dated May 2, 2013, is
available for free at:

         http://bankrupt.com/misc/HILLTOPFARMSds0502.pdf

                       About Hilltop Farms

Elkton, South Dakota-based Hilltop Farms, LLC, owns properties in
Brookings County, South Dakota.  It filed a Chapter 11 petition
(Bankr. D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls,
South Dakota.  It disclosed assets of $13.1 million and
$13.5 million in liabilities as of Nov. 2, 2012.  Laura L. Kulm
Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as counsel to the
Debtor.  Judge Charles L. Nail, Jr., presides over the case.

Daniel M. McDermott, U.S. Trustee for Region 12, was unable to
form an official committee of unsecured creditors in the Debtor's
case.


HILLTOP FARMS: FB&T Consents to Cash Collateral Use Until July 31
-----------------------------------------------------------------
Debtor Hilltop Farms, LLC, and lender First Bank & Trust entered
into a stipulation allowing the Debtor's use of cash collateral of
FB&T from April 30, 2013, through and including July 31, 2013.

Under the Stipulation, the Debtor's use of cash collateral will be
limited to the sum of $155,519.69.  The Debtor's use of cash
collateral will be only those uses specifically detailed in the
budget, a copy of which is available for free at:

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

The Debtor's cash collateral will not include the increase of
$2,500 for the category "Owner's Draw-Wilfried."  The owner's draw
will remain at $5,000 per month for Wilfried and $2,500 for Olga.

Laura L. Kulm Ask, Esq., at Gerry & Kulm Ask, Prof. LLC, the
attorney for the Debtor, says that the Debtor acknowledges that
FB&T holds a valid and perfected first position blanket security
interest in all of the Debtor's personal property as identified in
the security documents, as well as valid mortgages upon Debtor's
dairy property, farmland property, and a residential property in
Elkton, South Dakota.  The Debtor asserts that FB&T's claim is
oversecured when all collateral between Debtor, Hilltop Dairy,
LLP, and 'T Werkel BV, Inc., is considered.  FB&T alleges that the
total indebtedness excluding credit card debt owed to FB&T by the
Debtor and its co-borrower affiliates Hilltop Dairy, LLP, and 'T
Werkel BV, Inc., as of the date of the bankruptcy filing, Nov. 2,
2012, is $9,842,630.37, plus accruing fees and interest
thereafter.

As adequate protection for the use of cash collateral, the Debtor
grants FB&T a replacement lien for the time period through
June 30, 2013, upon all post-petition receivables of the Debtor.
The Debtor will also pay FB&T the adequate protection payments of
$10,000 per month on June 1, 2013.

On April 23, 2013, FB&T filed an objection to the Debtor's motion
for authority to use cash collateral from April 30, 2013, to
May 1, 2013, and July 31, 2013, claiming that the Debtor's motion
failed to state a claim upon which relief can be granted and
should be dismissed.  Robert E. Hayes, Esq., an attorney at
Davenport, Evans, Hurwitz & Smith, LLP, counsel for FB&T, said
that the Debtor, among other things, failed to offer to FB&T
sufficient adequate protection.

On April 25, 2013, the Debtor and FB&T filed a stipulation in
connection with the Debtor's use of cash collateral, allowing the
Debtor's use of up to $158,648.95 of FB&T's cash collateral.  FB&T
consented to the Debtor's use of cash collateral from April 30,
2013, to May 31, 2013.  FB&T, however, objected to the Debtor's
use of cash collateral beyond May 31.  On April 30, 2013, the Hon.
Charles L. Nail, Jr., of the U.S. Bankruptcy Court for the
District of South Dakota approved that stipulation.

First Bank & Trust is represented by:

      Keith A. Gauer, Esq.
      DAVENPORT, EVANS, HURWITZ & SMITH, LLP
      206 West 14th Street
      P.O. Box 1030
      Sioux Falls, SD 57101-1030
      Tel: (605) 336-2880
      Fax: (605) 335-3639
      E-mail: kgauer@dehs.com

                        About Hilltop Farms

Elkton, South Dakota-based Hilltop Farms, LLC, owns properties in
Brookings County, South Dakota.  It filed a Chapter 11 petition
(Bankr. D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls,
South Dakota.  It disclosed assets of $13.1 million and
$13.5 million in liabilities as of Nov. 2, 2012.  Laura L. Kulm
Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as counsel to the
Debtor.  Judge Charles L. Nail, Jr., presides over the case.

Daniel M. McDermott, U.S. Trustee for Region 12, was unable to
form an official committee of unsecured creditors in the Debtor's
case.


HILLTOP FARMS: Has Court's Nod to Hire Frazer as Accountant
-----------------------------------------------------------
The Hon. Charles L. Nail, Jr., of the U.S. Bankruptcy Court for
the District of South Dakota has granted Hilltop Farms, LLC,
permission to employ Frazer, LLP, as its accountant to assist it
in preparing returns, general bookkeeping guidance and assistance,
and performing normal accounting procedures.

The firm has been recommended to the Debtor as a firm which deals
in tax, accounting and general bookkeeping services, and Debtor
has worked with them in the past.  Compensation of certain
accountants and other personnel within the firm will be based on
the firm's standard rates.

                        About Hilltop Farms

Elkton, South Dakota-based Hilltop Farms, LLC, owns properties in
Brookings County, South Dakota.  It filed a Chapter 11 petition
(Bankr. D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls,
South Dakota.  It disclosed assets of $13.1 million and
$13.5 million in liabilities as of Nov. 2, 2012.  Laura L. Kulm
Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as counsel to the
Debtor.  Judge Charles L. Nail, Jr., presides over the case.

Daniel M. McDermott, U.S. Trustee for Region 12, was unable to
form an official committee of unsecured creditors in the Debtor's
case.


IFS FINANCIAL: Trustee Can't Stall Removal Over Improper Billing
----------------------------------------------------------------
Jeremy Heallen of BankruptcyLaw360 reported that a Texas federal
judge denied a request by a McFall Breitbeil & Smith PC attorney
to delay his removal as a U.S. trustee while he appeals his
disqualification for allegedly attempting to bill personal
vacation expenses to a bankruptcy estate.

U.S. District Judge Lynn N. Hughes declined W. Steve Smith's
motion to stay U.S. Bankruptcy Judge Marvin Isgur's order removing
him as bankruptcy trustee for IFS Financial Corp. after he was
found to have sought improper travel reimbursements from IFS'
estate.

IFS Financial Corporation and 17 affiliated organizations are
debtors in a series of chapter 7 cases.  The bankruptcy cases
started when an involuntary petition was filed against IFS
Financial Corporation on August 23, 2002.  After no answer was
filed to the involuntary petition, the Court issued an order for
relief against IFS Financial Corporation on October 11, 2002.

W. Steve Smith was appointed the chapter 7 trustee on October 15,
2002. On December 27, 2002, Mr. Smith sought to retain his own law
firm -- McFall, Breitbeil & Smith, P.C. -- as counsel to the
Estate.  By order entered on January 9, 2003, the Court authorized
the retention of Mr. Smith's law firm, with Mr. Smith's wife as
attorney-in-charge. The firm was retained on an hourly basis.

In 2004, Mr. Smith filed involuntary bankruptcy petitions against
a number of affiliated entities and also caused certain entities
to file voluntary chapter 11 petitions.  He was appointed by the
United States Trustee as trustee in each of the affiliated cases.

On January 3, 2005, the affiliated cases were ordered jointly
administered.  IFS's debtor-affiliates are: Circle Investors, Inc.
Comstar Mortgage Corporation, IFS Insurance Holdings Corporation,
Interstar Investment Corp., Interamericas, Ltd., Interamericas
Investments Ltd., Interamericas Holdings, Inc., Interamericas
Financial Holdings Corp., Amper International, Ltd., Amper Ltd.,
Orbost Ltd., and MP Corp. (Case Nos. 02-39553, 04-34514, 04-34515,
04-34516, 04-34517, 04-34519, 04-34520, 04-34521, 04-34523, 04-
34525, 04-34526, 04-34529, 04-34530).


IMOTIONS - EMOTION: Chapter 15 Case Summary
-------------------------------------------
Chapter 15 Debtor: Imotions - Emotion Technology A/S
                   Smedeholm 13b, 1
                   2730 Herlev
                   Denmark

Chapter 15 Case No.: 13-11635

Chapter 15 Petition Date: May 17, 2013

Court: Southern District of New York (Manhattan)

Judge: Shelley C. Chapman

Chapter 15 Debtor's Counsel: Kristal Heinz, Esq.
                             P.O. Box 1331
                             4 East Court Street
                             Hudson, NY 12534
                             Tel: (518) 755-4269
                             Fax: (518) 751-2204
                             E-mail: kristal@kristalheinz.com

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

The petition was signed by Piya Mukherjee, trustee.


INGLEWOOD REDEVELOPMENT: S&P Puts 'BB+' Rating on Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' long-term
rating and underlying rating (SPUR) on Inglewood Redevelopment
Agency, Calif.'s subordinate-lien tax allocation bonds (TABs) and
its 'BBB-' long-term rating and SPUR on the agency's housing TABs
on CreditWatch with positive implications.

"The CreditWatch action reflects our view of the successor
agency's (SA) having provided us with a letter from the Los
Angeles County auditor-controller that states that the county will
begin submitting the previously diverted tax rate override back to
the SA effective June 3, 2013," said Standard & Poor's credit
analyst Alda Mostofi.  "If this occurs, we believe that SA's share
of property tax revenue will increase, which in turn will increase
debt service coverage on the TABs," Mr. Mostofi added.

On May 21, 2013 S&P lowered its rating on the agency's TABs
because the former redevelopment project area's tax rate override
of 0.15% was diverted to the city under the county's
interpretation of post-redevelopment dissolution bills.

S&P will resolve the CreditWatch listing once it has received
confirmation that the county is distributing the tax rate override
to the SA and that the city has remitted the previous revenue from
the tax rate override back to the county.


INTERGEN NV: S&P Assigns 'B+' Rating to New Sr. Secured Facilities
------------------------------------------------------------------
S&P raised its corporate credit rating on international project
developer, InterGen N.V., to 'B+' from 'B'.  The outlook is
stable.  S&P is assigning its 'B+' issue-level rating and '3'
recovery rating to the new senior secured facilities.

The raising of the corporate credit rating and assignment of the
'B+' issue-level rating to the new senior secured facilities
reflects S&P's expectation of increased coverage levels due to
$700 million of sponsor support, a net reduction in InterGen
N.V.'s level debt of $537 million (from $1.8 billion to the
proposed level of $1.3 billion), and lower-cost financing.  With
the recapitalization, S&P expects InterGen to maintain an average
DSCR of 2x-2.2x through 2015, compared with previous expectations
of 1.15x for the same period.

The rating outlook on InterGen is stable.

"Near-term business conditions are expected to be challenging, but
given sponsor support and debt reduction, we expect InterGen's
DSCR to be about 2x-2.2x through 2015, which is appropriate for
the rating level.  Strained margins over the next few years may
limit the potential for a higher rating, but we will consider a
positive outlook if we see merchant markets rebounding and we
expect DSCRs to reach levels of about 2.4x," said Standard &
Poor's credit analyst Rubina Zaidi.


IPAYMENT INC: Performance Woes Prompt Moody's to Lower CFR to B3
----------------------------------------------------------------
Moody's Investors Service downgraded iPayment, Inc.'s Corporate
Family Rating to B3 from B2, and its Probability of Default Rating
to B3-PD from B2-PD.

The downgrade reflects iPayment's elevated financial risk profile,
declining operating performance, and the challenges in growing
merchant accounts amid escalating competition. Moody's also
lowered iPayment's Speculative Grade Liquidity (SGL) rating to
SGL-3, from SGL-2, reflecting the company's only adequate levels
of liquidity in the next 12 to 15 months. The ratings outlook is
negative, reflecting the potential for further deterioration in
credit metrics.

Moody's has downgraded the following ratings:

Issuer - iPayment, Inc.

Corporate Family Rating -- B3, from B2

Probably of Default Rating -- B3-PD, from B2-PD

$90 million senior secured revolving credit facility due 2016 --
Ba3 (LGD2, 19%), from Ba2 (LGD2, 19%)

$357.5 million outstanding senior secured term loan due 2017 --
Ba3 (LGD2, 19%), from Ba2 (LGD2, 19%)

$400 million 10.25% senior unsecured notes due 2018 -- Caa1,
(LGD5, 70%), from B3 (LGD4, 68%)

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

Issuer - iPayment Holdings, Inc.

$125 million HoldCo senior PIK notes due 2018 -- Caa2 (LGD6, 93%),
from Caa1 (LGD6, 92%)

Outlook Actions:

Issuer - iPayment, Inc.

Outlook, Changed To Negative from Stable

Issuer - iPayment Holdings, Inc.

Outlook Actions:

Outlook, Changed To Negative from Stable

Ratings Rationale:

The downgrade of the CFR to B3 was based on Moody's view that
iPayment's leverage will remain near 7.5x over the foreseeable
future and that EBITDA could continue to weaken through 2013,
primarily due to the decline in the number of merchant accounts to
which the company provides processing services. The company has
struggled to offset attrition in card processing volumes and
merchant accounts through new customer acquisitions amid weak
economic growth. Increasing pricing pressure due to intense
competition and higher investments to drive merchant account
growth through direct and indirect sales channels could pressure
EBITDA margins further. Although Moody's expects the company to
generate free cash flow of about 4% of total debt, spending on
merchant portfolio acquisitions as part of the company's efforts
to grow revenues will limit cash flow available for debt
reduction.

The B3 CFR reflects iPayment's elevated financial risk profile,
limited operating scale and intensely competitive market for
payment processing services to small and medium size businesses.
The B3 rating is supported by the predictability of the company's
recurring revenues derived from a highly diverse customer base
with low industry concentration, its track record of positive free
cash flow, and Moody's expectations that the company will maintain
EBITDA-Capex/Interest Expense coverage (Moody's adjusted) of at
least 1.3x in the next 12 to 18 months.

The negative outlook reflects the potential for further
degradation in iPayment's profitability. Moody's believes that
iPayment has limited flexibility to absorb further declines in
earnings and if a rebound in EBITDA is delayed beyond a few
quarters its debt levels could become unsustainable.

The SGL-3 liquidity rating reflects iPayment's adequate levels of
liquidity in the next 12 to 15 months. Although iPayment produces
free cash flow, it has limited headroom under its financial
covenants. If EBITDA does not grow, the company may need to revise
covenant levels, especially given the step down in the senior
secured leverage ratio in its credit facilities in 2014.

Moody's could downgrade iPayment's ratings if liquidity continues
to erode, and EBITDA and cash flow from operations continue to
decline over prior year levels in the next few quarters.

An upgrade of the rating is unlikely at this time given the
company's deteriorating operating performance. Moody's could
stabilize iPayment's ratings outlook if the company generates
sustainable growth in cash flow from operations through stable or
increasing EBITDA margins and organic growth in revenues.

The principal methodology used in rating iPayment, Inc. was the
Global Business & Consumer Service Industry Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in New York, New York, iPayment, Inc. is a merchant
acquirer/processor that provides credit and debit card-based
payment processing services to small business merchants in the
United States. iPayment generated revenues (net of interchanges
fees) of $332 million in twelve months ended March 31, 2013.


ISTAR FINANCIAL: Issues $565 Million Senior Notes
-------------------------------------------------
iStar Financial Inc. issued (i) $265 million aggregate principal
amount of the Company's 3.875 percent Senior Notes due 2016; and
(ii) $300 million aggregate principal amount of the Company's
4.875 percent Senior Notes due 2018.

The Notes were issued pursuant to a base indenture, dated as of
Feb. 5, 2001, as amended and supplemented by a supplemental
indenture with respect to the 2016 Notes, dated as of May 10,
2013, between the Company and U.S. Bank National Association and a
supplemental indenture with respect to the 2018 Notes, dated as of
May 10, 2013, between the Company and the Trustee.  The Notes are
unsecured, senior obligations of the Company and rank equally in
right of payment with all of the Company's existing and future
unsecured, unsubordinated indebtedness.

The 2016 Notes bear interest at an annual rate of 3.875 percent
and mature on July 1, 2016.  The 2018 Notes bear interest at an
annual rate of 4.875 percent and mature on July 1, 2018.  The
Company will pay interest on the Notes on each January 1 and July
1, commencing on Jan. 1, 2014.

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

iStar Financial incurred a net loss of $241.43 million in 2012,
following a net loss of $25.69 million in 2011.  The company
reported a net loss of $41.3 million on $94.5 million of revenue
in the first quarter of 2013.

                           *     *     *

In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default
rating and revised the outlook to "positive" from "stable."  The
revision of the outlook to positive is based on the company's
demonstrated access to the unsecured debt market, which, combined
with certain secured debt refinancings, have significantly
improved SFI's near-term debt maturity profile.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


JAMES RIVER: S&P Raises Rating on 2 Convertible Notes to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue-level
rating on James River Coal Co.'s 4.5% and 3.125% convertible notes
to 'CC' from 'D'.  The recovery rating remains '6'.

"Today's rating action follows the closing of James River's
exchange of $90 million of the its 4.5% convertible notes due 2015
and $153.4 million of the its 3.125% convertible notes due 2018
for $123.3 million of new 10% convertible notes due 2018," said
Standard & Poor's credit analyst Megan Johnston.

On May 20, S&P lowered the rating on the notes to 'D' because it
considered the exchange to constitute a distressed restructuring
given the discount to par and the fact that the new securities'
maturities extend beyond the original maturity date, and
therefore, tantamount to a default.

In addition, S&P assigned a 'CCC' issue-level rating (the same as
the corporate credit rating) and '4' recovery rating to James
River Coal's new $123.3 million 10% convertible notes due 2018.
The '4' recovery rating indicates S&P's expectation for average
(30% to 50%) recovery in the event of payment default.  The new
notes are senior unsecured obligations and rank equally with all
of the company's other existing and future senior unsecured
indebtedness, and are guaranteed by certain subsidiaries of the
company.

Separately, S&P has lowered the ratings on James River Coal's
7.875% senior unsecured notes due 2019 to 'CCC' (the same as the
corporate credit rating) from 'CCC+' and has revised its recovery
rating to '4' from '2' as a result of lowering its recovery
valuation on the company.  The '4' recovery rating indicates S&P's
expectation for average (30% to 50%) recovery in the event of
payment default.

RATING LIST

James River Coal Co.
Corporate credit rating             CCC/Negative/--

Rating Raised; Recovery Rating Unchanged
                                     To           From
  Conv nts                           CC           D
   Recovery rating                   6            6

Ratings Assigned
  $123.3 mil 10% conv nts due 2018   CCC
   Recovery rating                   4

Rating Lowered/Recovery Rating Revised
                                     To           From
  Sr unsd nts due 2019               CCC          CCC+
   Recovery rating                   4            2


JAMES TRICE: Case Summary & 12 Unsecured Creditors
--------------------------------------------------
Debtor: James Trice MD, PA
        P.O. Box 25306
        Little Rock, AR 72221

Bankruptcy Case No.: 13-12932

Chapter 11 Petition Date: May 20, 2013

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Pine Bluff)

Judge: Richard D. Taylor

Debtor's Counsel: Jennifer M. Lancaster, Esq.
                  THE LANCASTER LAW FIRM
                  P.O. Box 1295
                  Benton, AR 72018
                  Tel: (501) 776-2224
                  Fax: (501) 778-6186
                  E-mail: jennifer@thelancasterlawfirm.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/areb13-12932.pdf

The petition was signed by James Trice MD, president.


JONES GROUP: S&P Affirms 'BB-' CCR & Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on New York City-based Jones Group Inc. and revised
the outlook to negative from stable.

S&P also affirmed its 'B+' rating on all of the company's senior
unsecured debt.  The recovery ratings remain unchanged at '5',
indicating S&P's expectation for modest (10%-30%) recovery for
noteholders in the event of a payment default.

"The outlook revision reflects our view that the company's key
credit protection measures have weakened as a result of continued
tepid operating performance, and that continued underperformance
and failure to improve metrics over the next year could lead to a
downgrade," said Standard & Poor's credit analyst Linda Phelps.

Jones' leverage for the 12 months ended April 6, 2013, increased
to 5.2x from 4.7x for fiscal 2012, and currently exceeds Standard
& Poor's indicative ratio of debt-to-EBITDA leverage of 4x to 5x
for an "aggressive" financial risk profile.  The recent decline in
profitability is largely due to the weak performance of its
sportswear segment, promotional activity, and underperformance of
some of its retail stores.  However, S&P continues to view the
company's financial risk profile as "aggressive" given its
expectation for leverage to decline over the next 12 months and
for the company's financial policies to remain moderate.  S&P
estimates leverage will decline to the mid- to high-4x area by
year-end 2013 as the company benefits from closure of unprofitable
stores, cost savings from restructuring efforts aimed at
streamlining its operations, and modest debt reduction.

The ratings on Jones also incorporate S&P's assessment of the
company's business risk profile as "fair," given the very
competitive nature of the apparel and footwear businesses, and
weakened profitability given the mixed performance of its
business.  S&P also factors into its business risk assessment the
company's scale and portfolio of well-recognized brands and its
product portfolio diversity.

S&P could lower the ratings if it believes leverage will be
sustained over 5x, possibly as a result of weaker-than-expected
operating performance, debt-financed share repurchases, or
acquisition activity.


K-V PHARMACEUTICAL: Committee Objects to Exclusivity Extension
--------------------------------------------------------------
BankrutpcyData reported that K-V Pharmaceutical's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a conditional objection and reservation of rights with
respect to the Debtors' motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including August 16, 2013 and
September 16, 2013, respectively.

The committee states, "As further explained in the motion, the
Debtors are currently engaged in an informal process pursuant to
which the Debtors will be soliciting improved plan proposals from
each of the Investors and the Ad Hoc Senior Noteholder Group,
following which the Debtors intend to select, in their view, the
superior proposal. Given the informal nature of the process, and
because the process remains pending, the Committee is not yet in a
position to assess whether or not an extension of the Debtors'
exclusive period to file a plan of reorganization is in the best
interests of general unsecured creditors or whether the hearing to
consider the Exclusivity Motion should be adjourned given that the
Debtors' exclusive period to file a plan of reorganization is not
set to expire for several weeks until June 17, 2013," the BData
report said, citing court documents.

As previously reported by The Troubled Company Reporter, K-V
Pharmaceutical seeks further extension of their exclusive plan
filing deadline through and until Aug. 16, 2013, and their
exclusive plan solicitation period through and until Sept. 16,
2013, to have a group of holders of KV's 2.5% Contingent
Convertible Subordinated Notes due 2033 and the ad hoc group of
holders of KV's 12% Senior Secured Notes due March 15, 2015,
improve their plan proposals and allow the Debtors to choose the
proposal that is in the best interests of the their estates and
their creditors.

                     About K-V Pharmaceutical

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

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

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

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

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


KIDSPEACE CORP: Gets OK to Continue Operations in Ch. 11
--------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that a Pennsylvania
bankruptcy judge on Thursday allowed bankrupt nonprofit KidsPeace
Corp. to continue operating its psychiatric facility for children,
approving its use of up to $15 million in financing as it wrangles
with more than $100 million in pension plan obligations and
rollbacks to Medicaid.

According to the report, U.S. Bankruptcy Judge Richard E. Fehling
signed off on first-day motions allowing KidsPeace to continue
operating, pay administrative expenses and receive a debtor-in-
possession loan not to exceed $15 million, according to court
documents.

KidsPeace Corp., a provider of behavioral services for children,
and its affiliates filed petitions for Chapter 11 reorganization
(Bankr. E.D. Pa. Case No. 13-14508) on May 21 in Reading,
Pennsylvania.  The cases are before Judge Richard E. Fehling.

The Debtors are represented by Norris McLaughlin & Marcus, P.A.


KIK CUSTOM: Moody's Appends Limited Default Symbol to Caa1 Rating
-----------------------------------------------------------------
Moody's Investors Service revised KIK Custom Products Inc.'s
probability of default rating to Caa1-PD/LD from Caa1-PD with the
"/LD" symbol signaling a "limited default." Moody's also affirmed
KIK's Caa1 corporate family rating as well as the B3 and Caa2
ratings, respectively, of the company's new first and second lien
term loans. Ratings on recently repaid bank credit facilities were
withdrawn. KIK's rating outlook remains stable.

The LD modifier, which will be removed after three days, results
from the $30 million debt-to-equity exchange that occurred as part
of KIK's refinancing transaction. Moody's views the conversion as
being necessary for the transaction to close on terms and
conditions acceptable to the company and, since the original
promise to pay was compromised, considers the conversion to be -
effectively and for rating purposes only - a limited default. Only
the PDR is affected and all other ratings remain unchanged.

Ratings Affirmed:

Corporate Family Rating, Caa1
Probability of Default Rating, Caa1-PD/LD (LD appended)
$420 million first lien term loan due 2019, B3 (LGD3, 35%)
$220 million second lien term loan due 2019, Caa2 (LGD5, 79%)

Ratings Withdrawn:

$25 million revolving credit facility due January 2014, B2 (LGD3,
31%); WR

$466 million first lien term loan due May 2014, B2 (LGD3, 31%); WR

$235 million second lien term loan due November 2014, Caa2 (LGD5,
77%); WR

Outlook: Remains Stable

Ratings Rationale:

KIK's Caa1 CFR primarily reflects uncertainty that its capital
structure is unsustainable given its high leverage (pro forma
adjusted Debt/EDITDA of 6.7x), an unproven ability to repay debt
from internally generated sources, and the presence of a
significantly larger and better capitalized branded competitor,
Clorox Company (Baa1 Stable). Despite the non-discretionary nature
of many of the company's products, operating results may be
volatile given its relatively high exposure to raw material costs.
KIK's rating benefits from its sizeable share of the U.S. private
label bleach market, its position as the largest contract
manufacturer for blue-chip consumer packaged goods customers, and
significant barriers to entry. Moody's expects the swimming pool
business and bleach compaction to drive modest improvement in
KIK's margins.

KIK's liquidity is assessed as adequate, supported by cash of $21
million, about $60 million of availability under its new $75
million ABL revolver due 2018, and annual free cash flow of at
least $15 million. These sources are ample to meet anticipated
term loan amortization of about $4 million per year. KIK will not
have to comply with any financial covenant unless its excess
availability falls below $7.5 million, to which it will have to
comply with a minimum fixed charge coverage ratio of 1x. Moody's
does not expect this covenant to be restrictive for the
foreseeable future. Access to alternative liquidity from asset
sales is unlikely because substantially all of the company's
assets are pledged as collateral for its new credit facilities.

The outlook is stable given Moody's expectation that KIK's
leverage will remain relatively stable over the rating horizon.

Moody's will consider upgrading KIK's ratings if it maintains
adequate liquidity, proves its ability to generate sustainable
positive free cash flow, and sustains adjusted Debt/EBITDA below
7x along with FCF/Debt near 5%. The rating will be downgraded if
there is significant deterioration in operating performance
arising from volume or price declines and margin contraction such
that adjusted Debt/EBITDA is sustained above 8.5x. Material
deterioration in the company's cash balance, likely due to
negative free cash flow generation can also cause a downgrade.

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

KIK Custom Products Inc. manufactures a variety of household
cleaning, personal care, over-the-counter and prescription drug
products, and pool additives. Revenue for the last twelve months
ended March 31, 2013 was $1.2 billion. KIK is controlled by CI
Capital Partners and is headquartered in Concord, Ontario, Canada.


KIT DIGITAL: Has Final OK of $3 Million Loan; Proceeds With Plan
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Kit Digital Inc. received final court approval for
$3 million in bankruptcy financing and is proceeding with its own
reorganization plan despite a shareholders' proffer of a
supposedly better reorganization.

According to the report, the bankruptcy court in Manhattan
approved a $3 million loan provided by one of the buyers under the
company's proposed plan.  Kit scheduled a June 10 hearing to
consider the adequacy of disclosure materials explaining the
latest version of the company's reorganization plan filed May 8.
If the disclosure statement is approved, Kit would have the judge
schedule a July 25 confirmation hearing for approval of the plan.

The report relates that Kit's Chapter 11 case began on April 25
after a group of shareholders including the company's chief
executive officer lined up to buy the developer of software for
digital-video management.

The company's plan, the report discloses, calls for three existing
shareholders to pay $25 million for 89.3 percent of the stock.
The shareholders are Prescott Group Capital Management, JEC
Capital Partners and Stichting Bewaarder Ratio Capital Partners.
According to an ad hoc group of other stockholders, JEC is a
private-equity investor affiliated with Kit's chief executive.
The $3 million bankruptcy loan would convert into the other 10.7
percent of the stock, under the company's plan.

The ad hoc group, owning 1.4 million Kit shares, said it has a
proposal for an alternative plan giving a higher recovery on
existing equity without requiring stockholders to make a new
investment.  Netherlands-based Irdeto BV, a creditor and
stockholder, said it made an offer with more than $10 million in
additional cash, which the company turned down.  The insider group
is offering existing shareholders 30-day warrants to purchase
stock at the same price as the three buyers. Half of proceeds from
exercise of warrants will go to the buyers, with the other half
used for working capital.  Unsecured creditors would be paid in
full, without interest.  Plaintiffs in securities lawsuits would
be limited to recoveries from insurance, if any.

                         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.


KOLLEL MATEH: Bankr. Court OKs $65,000 Accord on Alter-Ego Claim
----------------------------------------------------------------
A New York bankruptcy court approved a $65,000 settlement
resolving an alter-ego claim brought against Kolel Mateh Efraim in
a May 15, 2013 Memorandum Decision available at
http://is.gd/nTGmVpfrom Leagle.com.

The complaint is ROBERT GELTZER, as Chapter 7 Trustee of the
Estate of Kollel Mateh Efraim, LLC, a/k/a Mateh Ephraim LLC, a/k/a
Kolel Mateh Efraim, Plaintiff, v. KOLLEL MATEH EFRAIM, LLC, a/k/a
MATEH EPHRAIM LLC, a/k/a KOLEL MATEH EFRAIM and KOLEL MATEH
EFRAIM, Defendants, Case No. 04-16410 (SMB), Adv. Proc. No.
07-2052 (Bankr. S.D.N.Y.)

Kollel Mateh Efraim, LLC, is a limited liability company organized
under New York law.  Kolel Mateh Efraim, on the other hand, is a
religious corporation organized under New York law, which operates
a religious congregation in a synagogue in Borough Park, Brooklyn,
and Rabbi Steinwurzel is its religious leader.

Kollel LLC filed a Chapter 11 petition on Oct. 4, 2004, under the
name "Kollel Mateh Efraim, LLC."  Its sole member is Jack
Lefkowitz, who executed the First Petition but the Employer
Identification Number (EIN) was omitted on the first page.  On
Nov. 24, 2004, "Mateh Ephraim LLC d/b/a Kollel Mateh Efraim, LLC"
filed a chapter 11 petition, which Mr. Lefkowitz also executed.
The Second Petition listed the same assets as the First Petition,
and used EIN 11-2831693, the EIN of Kolel Mateh Efraim.

By order dated Nov. 27, 2006, the Court dismissed the Second
Petition, and ordered that the caption of the First Petition be
amended to identify the debtor as "Kollel Mateh Efraim, LLC, a/k/a
Mateh Ephraim LLC, a/k/a Kolel Mateh Efraim."  The case was later
converted into a Chapter 7 proceeding and Robert Geltzer was
appointed as Chapter 7 Trustee.

The gist of the Chapter 7 Trustee's alter ego claim revolves
around a real estate transaction in 2004, the Debtor's ensuing
bankruptcy, and the seeming disregard by the Debtor and Rabbi
Steinwurzel of any distinction between the Debtor and the Kolel
Efraim congregation.

Helen-May Holdings, LLC commenced an adversary proceeding for a
declaration that (1) the Kolel congregation was the actual debtor
in the case, and/or (2) the Kolel congregation and the Debtor are
alter egos.  After the the conversion of the case to chapter 7,
the Trustee was substituted as plaintiff for Helen-May.  The
Trustee withdrew the first claim for relief, but continued to
pursue the alter ego claim.

Helen-May is a counterparty of a real estate property sale
transaction with the Debtor.  Helen-May originally entered into
the transaction with Aron Fixler in April 2004, but Fixler
assigned the contract to the Debtor.  The sale contract did not
close as scheduled, and the parties entered into an occupancy
agreement that allowed the Debtor to use the Property pending the
closing for a fee.  Helen-May complained that the Debtor purported
to buy two land parcels adjacent to the Property and the transfer
tax forms listed "Kollel Mateh Efraim LLC" when no such entity
existed.

On or near the eve of trial, the Trustee and the Kolel
congregation entered into a settlement pursuant to which the Kolel
congregation to pay $65,000, and the parties agreed to exchange
general releases.  The District Court referred the matter back to
the bankruptcy court for consideration.

Helen-May objected to the settlement.

In a May 15 decision, Bankruptcy Judge Stuart M. Bernstein found
that the Trustee's decision to settle was based on his review of
the facts, and that the Trustee showed proper concern for the
expected litigation costs.  The judge also noted that Helen-May is
out of the money and risks nothing beyond someone else's time and
money if the Trustee litigates and loses.

Accordingly, Judge Bernstein overrules Helen-May's objection and
approves the Settlement.

Robert A. Wolf, Esq. -- robert.wolf@squiresanders.com -- of SQUIRE
SANDERS (US) LLP, in New York, represents Plaintiff Robert
Geltzer, the Chapter 7 Trustee.

Isaac Nutovic, Esq. -- inutovic@nutovic.com -- of NUTOVIC &
ASSOCIATES, represents Defendant Kolel Mateh Efraim.

David Carlebach, Esq. -- info@carlebachlaw.com -- of LAW OFFICES
OF DAVID CARLEBACH, in New York, represents Helen-May Holdings,
LLC.


LEARNING CARE: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Novi, Michigan-based
child care service provider Learning Care Group (US) No. 2 Inc.
(LCG) its 'B' corporate credit rating.  The outlook is stable.

At the same time, S&P assigned Learning Care Group's $260 million
senior secured credit facility its issue-level rating of 'B' (at
the same level as the corporate credit rating), with a recovery
rating of '4', indicating S&P's expectation for average (30%-50%)
recovery for lenders in the event of a payment default.  The
facility consists of a $40 million revolving credit facility due
2018 and a $220 million term loan due 2019.

The company has used proceeds to refinance its $200 million 14%
senior secured notes and the related call premium and accrued
interest.  The transaction extends maturities and reduces cash
interest expense by roughly $9.5 million.

The 'B' rating reflects the company's high debt leverage and
modest discretionary cash flow as well as the company's reliance
on a declining U.S. unemployment rate for revenue growth.  S&P
views the company's business risk profile as "weak" because of its
dependence on state and local federal subsidized programs, which
are vulnerable to budget constraints; sensitivity of capacity
utilization rates to high unemployment rate; and its low EBITDA
margin relative to employer-sponsored, workplace-based peers.  Pro
forma for the transaction, the company's lease-adjusted leverage
is high, at 7x, underpinning S&P's assessment of its financial
risk profile as "highly leveraged."  S&P assess the company's
management and governance as "fair."

The company is the second largest provider of early childhood
education and child care in the U.S., with a broad geographical
network of 956 centers in 36 states, though the highly competitive
Texas markets account for roughly 15% of revenues.  Historically,
the company has grown through acquisitions, though the company has
concentrated on cost reductions and closing underperforming
centers over the past few years.  Centers operating under the La
Petite Academy child care brand account for about half of the
total.

The company's centers are retail-based, which tend to be cyclical
and report highly variable revenue and EBITDA over the course of
economic cycle.  In addition, revenue visibility is limited, as
clients pay the tuition fee one week in advance, without any
commitment.  S&P sees the risk that a reversal of the current
trend of declining U.S. unemployment rate, which S&P do not
expect, together with the fixed cost structure of the business,
could undermine revenue and earnings resilience.


LEHMAN BROTHERS: Court Approves Plymouth Park Deal
--------------------------------------------------
The U.S. Bankruptcy Court in Manhattan signed off on an agreement
that will allow Plymouth Park Tax Services LLC to exercise its
legal rights against a real property in Bridgeport, Connecticut.

The property secures the mortgage loan obtained by 47-53 Crescent
LLC from Greenpoint Mortgage Funding Inc., which the mortgage
lender eventually assigned to Lehman Brothers Holdings Inc.
Plymouth asserts a lien on a portion of the property for
delinquent taxes owed by 47-53 Crescent LLC.

Plymouth previously commenced a foreclosure action against the
property but the case was automatically halted by Lehman's
bankruptcy filing in 2008.

In connection with the agreement, Plymouth withdrew its request to
lift the automatic stay, an injunction that halted the company
from pursuing its case against Lehman.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Safra Inks Deal to Settle Claim
------------------------------------------------
Judge James Peck approved the agreement resolving the claim filed
by Safra National Bank of New York against Lehman Brothers
Holdings Inc.

The claim, assigned as Claim No. 4703, is based on securities held
by Safra for the benefit of its customers.  Lehman previously
proposed to disallow the claim, saying it does not have blocking
numbers which are needed to verify ownership of securities.

Earlier, Safra agreed to no longer pursue distributions for
certain portions of its claim.  Those portions will be disallowed
and expunged, according to the terms of the agreement.

As for the other portions of its claim, Safra is required to turn
over supporting documents to Lehman.  A copy of the agreement is
available for free at http://is.gd/wfIYwV

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Seeks to Disallow Banesco's $111.3MM Claims
------------------------------------------------------------
Lehman Brothers Holdings Inc. seeks to disallow a portion of Claim
No. 62723 filed by Banesco Holdings CA.

The claim is based on two securities worth more than $111.3
million issued by the holding company and Lehman Brothers Treasury
Co. B.V.

Lehman said the claimant is not the holder of both securities, and
is not entitled to receive distributions under its Chapter 11
plan.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Resolves Currency Disputes With Citigroup
----------------------------------------------------------
Judge Martin Glenn approved a stipulation among Lehman Brothers
Commercial Corp., Lehman Brothers Special Financing Inc., Lehman
Brothers Holdings Inc., the Official Committee of Unsecured
Creditors, Lehman Brothers Commodity Services Inc., Citibank,
N.A., and Citigroup Global Markets Ltd., resolving their dispute
over certain currency disputes.

The stipulation provides that Citigroup Inc. can be granted a
$1.2 billion claim against LBHI's brokerage, while Citigroup will
be required to pay $167 million to an affiliate of the holdings
company to settle a dispute over amounts owed on foreign-exchange
transactions.

The disputes arose from Citigroup's role in clearing and settling
foreign exchange transactions for Lehman and its affiliates before
and during the week of the company's September 2008 bankruptcy.
Larger sums than those settled remain in dispute.

The case is Lehman Brothers Holdings Inc. v. Citibank N.A,
12-0l044, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Credit Agricole Seeks to Dismiss Suit
------------------------------------------------------
Credit Agricole Corporate and Investment Bank filed a motion to
dismiss the adversary proceeding lodged by Lehman Brothers
Holdings Inc. over $34 million in terminated swap transactions,
saying it doesn't owe the fallen investment bank a cent.

Credit Agricole said under the relevant contract, it is obligated
to pay Lehman for ending their agreement early as a result of its
September 2008 bankruptcy only if Lehman Brothers Commercial Corp.
affiliates repay what they owed.

LBHI filed the lawsuit to recover more than $33.98 million after
Credit Agricole allegedly refused to pay the amount it owes to
Lehman Brothers Commercial Corp. in connection with the early
termination of their swap deals.

Credit Agricole cited a provision in one agreement with LBCC,
which permits withholding payment from the Lehman unit until the
bank receives payment of $250 million allegedly owed by LBCC's
affiliates.

In a 22-page complaint, Lehman asked the U.S. Bankruptcy Court in
Manhattan to issue a ruling that the money is property of LBCC's
bankruptcy estate, and force Credit Agricole to turn over the
money to LBCC.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Australia Unit Wins Approval for Creditors' Vote
-----------------------------------------------------------------
Joe Schneider, writing for Bloomberg News, reports that Lehman
Brothers Australia's liquidator won court approval for a
creditors' vote on a proposed claims settlement giving them as
much as about half of what they're owed.

John Sheahan, a lawyer for PPB Advisory, the liquidator, said
creditors will be paid between 33 Australian cents and 49.9 cents
for each dollar of debt in the local currency, according to the
report.

U.S. insurers agreed to pay $45 million and Australian insurers
A$3 million ($2.9 million) to fund the settlement, Mr. Sheahan
said at a hearing in federal court in Sydney.

The meeting of creditors will be held June 19, with a request for
final approval from the court for the settlement scheduled for
June 27, according to the report.

Lehman Brothers Australia appointed a voluntary administrator
under the country's bankruptcy laws on Sept. 26, 2008, after
Lehman Brothers Holdings Inc. filed for bankruptcy protection.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


MAXCOM TELECOMUNICACIONES: Incurs Ps.136.1MM Net Loss in 2012
-------------------------------------------------------------
Maxcom Telecommunications filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F disclosing net
loss and comprehensive loss of Ps.136.08 million on Ps.2.20
billion of net revenues for the year ended Dec. 31, 2012, as
compared with a net loss and comprehensive loss of Ps.513.13
million on Ps.2.37 billion of net revenues for the year ended
Dec. 31, 2012.

The Company's balance sheet at Dec. 31, 2012, showed Ps.4.99
billion in total assets, Ps.2.83 billion in total liabilities and
Ps.2.16 billion in total stockholders' equity.

KPMG Cardenas Dosal, S. C., in Mexico City, Mexico, issued a going
concern qualification on the consolidated financial statements for
the year ended Dec. 31, 2012.  The independent auditors noted that
the Company has experienced recurring losses, declines in
revenues, cash flows and cash balances.  Additionally, the
Company's ability to fulfill its debt obligations that mature in
2014, including the payment of semi-annual interest payments on
such obligations is dependent on obtaining sufficient cash for the
outstanding interest payments and on successfully completing the
refinancing of the debt obligations.  This raises substantial
doubt about the Company's ability to continue as a going concern."

                        Bankruptcy Warning

In recent quarters, the Company has experienced recurring losses,
declines in revenues, cash flows and cash balances, which may
affect its liquidity if those trends are not reversed.  The
Company's Senior Notes are due on Dec. 15, 2014, for which semi-
annual interest payments are due on June 2013, December 2013 and
June 2014.  Each of such semi-annual interest payments exceed the
Company's cash and cash equivalents maintained as of Dec. 31,
2012.  If one of those interest payments is not met, the entire
Senior Notes outstanding become due immediately.

"The ability of the Company to continue operating as a going
concern is dependent upon its ability to obtain sufficient cash to
pay the outstanding interest payments and to restructure its
Senior Notes...  The Company plans to address this situation be
considering all of its alternative including, but not limited to:

   * savings in capital expenditures by ceasing capital
     expenditures for expansion projects and by limiting capital
     expenditures only to maintain the current operations;

   * looking for new investors to obtain a capital injection;

   * refinancing of the outstanding notes in order to extend their
     maturity;

   * other restructuring proceedings, for instance by the
     commencement of a voluntary restructuring under Chapter 11 of
     the Unites States Bankruptcy Code."

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

                        http://is.gd/uwp743

                            About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

                           *    *     *

Maxcom carries a 'CC' corporate credit rating from Standard &
Poor's Ratings Services and a "Caa1" from Moody's Investors
Service.


MGM RESORTS: Re-priced $1.75 Billion Term B Facility
----------------------------------------------------
MGM Resorts International, MGM Grand Detroit, LLC, and Bank of
America, N.A., as Administrative Agent, entered into a Second
Amendment to the amended and restated credit agreement, dated
Dec. 20, 2012, among the Company, Detroit, the lenders from time
to time party thereto and Bank of America, N.A., as Administrative
Agent.

The Amendment re-priced the approximately $1.75 billion Term B
Facility to 1.50 percent per annum for Base Rate Loans and 2.50
percent per annum for Eurodollar Rate Loans.

A copy of the the Amendment is available for free at:

                         http://is.gd/G0H8mW

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.  MGM's balance sheet at Sept. 30,
2012, showed $27.83 billion in total assets, $18.56 billion in
total liabilities, and $9.26 billion in total stockholders'
equity.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MISSION NEW ENERGY: Westcliff Trust Held 71% Ordinary Shares
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Westcliff Trust disclosed that, as of
Nov. 23, 2012, it beneficially owned 27,382,054 ordinary shares of
Mission NewEnergy Limited representing 71.6% of the shares
outstanding.

On Aug. 24, 2012, the Trust purchased 63,238 of the Company's A$65
face-value Series 2 Convertible Notes, which bore interest at a
rate of 4.00 percent per annum, payable semi-annually, and had a
conversion ratio of one note to four Ordinary Shares, resulting in
a conversion price of A$16.50 per share, from SLW International,
LLC, an entity owned by Stephen L. Way, the creator of the Trust
for the benefit of his minor children.  The Trust purchased those
Series 2 Notes for the purchase price of $402,187, 10 percent of
which was paid in cash with funds contributed to the Trust by Mr.
Way and the remaining 90 percent of which was borrowed by the
Trust from Muragai Financial, LLC, an entity also controlled by
Mr. Way.  That loan was evidenced by a promissory note bearing
interest at the rate of 0.25 percent and becoming due on Aug. 1,
2015, and was secured by those Series 2 Notes held by the Trust.

On Nov. 23, 2012, the Company and the holders of the Series 2
Notes effected an exchange of all outstanding Series 2 Notes for
newly issued Series 3 Convertible Notes of the Company with a face
value of A$65, which bear no coupon/interest payments and have a
conversion ratio of one note to 433 Ordinary Shares, resulting in
a conversion price of A$0.15 per share, in a transaction approved
by the holders of the Company's Ordinary Shares.  As a result of
this exchange, the Trust received 63,238 Series 3 Notes.

On April 17, 2013, the Trust and the other holders of the Series 3
Notes provided a conditional waiver letter to the Company
concerning the prospective sale by the Company of a bio-diesel
refinery in Malaysia subject to certain terms and conditions,
including the redemption of A$7,500,000 in face value of the
Series 3 Notes to the holders of the Series 3 Notes pro rata in
accordance with their holdings.  In addition, on April 17, 2013,
Westcliff Trust and the other holders of the Series 3 Notes
entered into a letter agreement containing, among other things, an
agreement regarding access to information concerning the
transactions described therein and a mutual release.

A copy of the regulatory filing is available at:

                        http://is.gd/6ayVyk

                      About Mission New Energy

Based in Subiaco, Western Australia, Mission New Energy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

The Company's consolidated balance sheet at Dec. 31, 2012, showed
$7.05 million in total assets, $27.29 million in total liabilities
and a $20.24 million net deficit.


MISSION NEW ENERGY: Eastwood Trust Held 71.6% Ordinary Shares
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Eastwood Trust disclosed that, as of Nov. 23,
2012, it beneficially owned 27,382,054 ordinary shares of Mission
NewEnergy Limited representing 71.6% of the shares outstanding.

On Aug. 24, 2012, the Trust purchased 63,238 of the Company's A$65
face-value Series 2 Convertible Notes, which bore interest at a
rate of 4.00 percent per annum, payable semi-annually, and had a
conversion ratio of one note to four Ordinary Shares, resulting in
a conversion price of A$16.50 per share, from SLW International,
LLC, an entity owned by Stephen L. Way, the creator of the Trust
for the benefit of his minor children.  The Trust purchased those
Series 2 Notes for the purchase price of $402,187.50, 10% of which
was paid in cash with funds contributed to the Trust by Mr. Way
and the remaining 90 percent of which was borrowed by the Trust
from Muragai Financial, LLC, an entity also controlled by Mr. Way.
That loan was evidenced by a promissory note bearing interest at
the rate of 0.25 percent and becoming due on Aug. 1, 2015, and was
secured by those Series 2 Notes held by the Trust.

On Nov. 23, 2012, the company and the holders of the Series 2
Notes effected an exchange of all outstanding Series 2 Notes for
newly issued Series 3 Convertible Notes of the Issuer with a face
value of A$65, which bear no coupon/interest payments and have a
conversion ratio of one note to 433 Ordinary Shares, resulting in
a conversion price of A$0.15 per share, in a transaction approved
by the holders of the Company's Ordinary Shares.  As a result of
this exchange, the Trust received 63,238 Series 3 Notes.

On April 17, 2013, the Trust and the other holders of the Series 3
Notes provided a conditional waiver letter to the Company
concerning the prospective sale by the Company of a bio-diesel
refinery in Malaysia subject to the terms and conditions described
therein, including the redemption of A$7,500,000 in face value of
the Series 3 Notes to the holders of the Series 3 Notes pro rata
in accordance with their holdings.  In addition, on April 17,
2013, Eastwood Trust and the other holders of the Series 3 Notes
entered into a letter agreement containing, among other things, an
agreement regarding access to information concerning the
transactions described therein and a mutual release.

A copy of the filing is available at http://is.gd/9yqCiR

                      About Mission New Energy

Based in Subiaco, Western Australia, Mission New Energy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

The Company's consolidated balance sheet at Dec. 31, 2012, showed
$7.05 million in total assets, $27.29 million in total liabilities
and a $20.24 million net deficit.


MORGANS HOTEL: Annual Meeting Adjourned Until June 14
-----------------------------------------------------
Morgans Hotel Group Co. convened its 2013 Annual Meeting of
Stockholders on Wednesday, May 15, 2013, pursuant to the May 14,
2013, order entered by the Delaware Court of Chancery.  As
permitted by the Court, the sole item of business considered at
the Annual Meeting was to adjourn that Annual Meeting until
Friday, June 14, 2013.

Accordingly, Michael Gross, the Company's chief executive officer
and the chairman of the Annual Meeting, acting as permitted by the
Court's order and pursuant to the Company's By-Laws, convened and
then adjourned until Friday, June 14, 2013, the Annual Meeting.
No other business was transacted at the Annual Meeting.  Pursuant
to the Court's order, the record date for determining stockholders
entitled to notice of and to vote at the reconvened meeting is
March 22, 2013.

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.
The Company's balance sheet at March 31, 2013, showed $583.62
million in total assets, $731.82 million in total liabilities,
$6.32 million in redeemable noncontrolling interest of
discontinued operations and a $154.52 million total deficit.


MORTGAGES LTD: Settles $36-Mil. Loan Fight with Developers
----------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that the loan manager
of bankrupt Mortgages Ltd. reached a $43 million settlement with
shopping mall developer PDG Los Arcos LLC and others on Thursday,
resolving its claims that the developers defaulted on $36 million
in construction loans.

According to the report, ML Manager LLC asked an Arizona
bankruptcy court to greenlight the deal, which resolves claims
arising out of a $26 million loan Mortgages Ltd. provided to PDG
and a loan of more than $10 million given to National Retail
Development Partners I LLC in 2007.

                       About Mortgages Ltd.

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

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

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

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


MOUNTAIN PROVINCE: Annual Meeting Scheduled on June 11
------------------------------------------------------
An annual and special meeting of the shareholders of Mountain
Province Diamonds Inc. will be held at Terminal City Club, 837
Hastings Street West, Vancouver, British Columbia V6C 1B6, on
Tuesday June 11, 2013 at 2:00 p.m. (Vancouver time) for the
following purposes:

   (a) to receive and consider the consolidated audited financial
       statements of Mountain Province for the year ended Dec. 31,
       2012, together with the report of the auditors thereon;
    
   (b) to fix the number of directors at seven;
    
   (c) to elect directors for the ensuing year;
    
   (d) to re-appoint the auditors of Mountain Province and to
       authorize the directors of Mountain Province to fix the
       auditors' remuneration;
    
   (e) to consider and, if thought advisable, to re-approve by
       ordinary resolution of Independent Shareholders the
       Mountain Province Shareholder Rights Plan;
    
   (f) to confirm an amendment to the Corporation's by-laws to add
       an advance notice requirement for nominations of directors
       by shareholders in certain circumstances; and
    
   (g) to transact other business as may properly be brought
       before the Meeting or any adjournment thereof.

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

Mountain Province disclosed a net loss of C$3.33 million for the
year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011,
and a net loss of C$14.53 million in 2010.

"The Company's primary mineral asset is in the exploration and
evaluation stage and, as a result, the Company has no source of
revenues.  In each of the years December 31, 2012, 2011 and 2010,
the Company incurred losses, and had negative cash flows from
operating activities, and will be required to obtain additional
sources of financing to complete its business plans going into the
future.  Although the Company had working capital of $46,653,539
at December 31, 2012, including $47,693,693 of cash and cash
equivalents and short-term investments, the Company has
insufficient capital to finance its operations and the Company?s
costs of the Gahcho Kue Project (Note 7) over the next 12 months.
The Company is currently investigating various sources of
additional funding to increase the cash balances required for
ongoing operations over the foreseeable future.  These additional
sources include, but are not limited to, share offerings, private
placements, credit and debt facilities, as well as the exercise of
outstanding options.  However, there is no certainty that the
Company will be able to obtain financing from any of those
sources.  These conditions indicate the existence of a material
uncertainty that results in substantial doubt as to the Company's
ability to continue as a going concern," according to the
Company's annual report for the period ended Dec. 31, 2012.


N-VIRO INTERNATIONAL: Delays Form 10-Q for First Quarter
--------------------------------------------------------
N-Viro International Corporation said it is unable to complete the
preparation of the financial statement within the required time
period without unreasonable effort or expense, due to delays in
gathering and the review of information needed to complete the
preparation and inclusion of the required financial statement.

Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.

UHY LLP, in Farmington Hills, Michigan, expressed substantial
doubt about N-Viro's ability to continue as a going concern,
citing the Company's recurring losses, negative cash flow from
operations and net working capital deficiency.

The Company reported a net loss of $1.6 million on $3.6 million of
revenues in 2012, compared with a net loss of $1.6 million of
$5.6 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.3 million
in total assets, $2.4 million in total liabilities, and a
stockholders' deficit of $49,286.


NEWFIELD EXPLORATION: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed Newfield Exploration Company (Newfield;
NYSE: NFX)'s Issuer Default Rating (IDR) at 'BB+' and the rating
on the company's senior subordinated notes at 'BB'. The Outlook
remains Stable.

Rating Drivers:

The ratings reflect Newfield's leverage, negative free cash flow,
and the ongoing transition of its asset base to that of a domestic
oil and liquids producer. Adequate liquidity, an extended maturity
profile, and liquids production growth in key basins all support
the rating and outlook despite expectations of weakening credit
metrics in the near term.

Leverage:

As of March 31, 2013, Newfield had $3.05 billion in debt
outstanding. The company generated latest 12 months (LTM) EBITDAX
of $1.56 billion and had 2013 first-quarter production of 130
thousand barrels of oil equivalent (boe) per day. At Dec. 31,
2012, proved reserves were 567 million boe and proved developed
reserves were 299 million boe. This resulted in leverage of 1.95
debt-to-EBITDAX, $23,423 debt-to-flowing barrel of production,
$10.20 debt-to-proved developed reserves, and $5.38 debt-to-proved
reserves.

Free Cash Flow:

FCF was negative $663 million in 2012. Given expectations for
production and capital spending, Fitch expects Newfield to be
approximately $800 million FCF negative in 2013. Fitch anticipates
credit facility borrowings will plug this gap in the short term,
prior to receipt of asset sale proceeds.

Credit Metrics Expected to Weaken Near Term:

Increased borrowing to fund capital expenditures, declining
production in both natural gas and international assets and
persistently soft natural gas prices should combine to weaken
credit metrics for Newfield in 2013. This weakness could be
temporarily exaggerated by the company's 'shrink-to-grow'
strategy, or willingness to sell current production to fund growth
drilling in higher return onshore plays. However, Fitch expects
that execution of the company's plan in the four core liquids
plays should give management control over moving back into more
appropriate leverage for the category by 2014.

Impact of Potential Asset Sales:

In early 2013 Newfield announced that it planned to sell its
remaining international operations in offshore Malaysia and China.
These assets accounted for 6% of proved reserves at year-end 2012.
However, they account for a much higher proportion of cash flow
and production, approximately 25% on a barrel of oil equivalent
basis, as calculated by Fitch.

According to Fitch's analysis, an execution of this asset sale
would likely be roughly neutral to leverage metrics, with pro
forma debt-to-EBITDAX approaching 3.0x by Dec. 31, 2013 whether an
international asset sale is closed or not. Execution would be a
mild credit positive as the company would be able to allocate
capital more rapidly and efficiently to its growing U.S. onshore
liquids plays (as long as reasonable value is recovered).

However, Fitch views the pay down of any future revolving credit
facility balances and the funding of negative free cash flow as
essential uses of potential asset sale proceeds in order to
support the current rating. If the proceeds were to be primarily
directed toward dividends, buybacks or new acquisitions of
properties that are not currently producing cash flow, then
negative rating action would likely follow.

Remaining Domestic Asset Profile:
Newfield's remaining onshore U.S. portfolio is focused into four
key liquids basins, the Uinta, the Cana Woodford, the Williston
and the Eagle Ford. Execution in these basins will be critical to
drive production growth, replace cash flows lost to asset sales
and declining natural gas production, and protect the credit
profile at the current level. The company will also continue to
have significant optionality to natural gas through its mid-
continent assets if prices rebound significantly.

Uinta:
The Uinta basin is an important asset in the development of the
new core of Newfield's oil and liquids rich portfolio. It
accounted for 22% of domestic production in the first quarter of
2013 and 36% of domestic proved reserves at year-end 2012 on a boe
basis. Fitch will closely monitor for continued progress in the
addition of horizontal drilling to this traditionally vertical
waterflood basin as a driver of production growth and cash flow to
support the credit profile. Attempts to diversify the customer
base and protect realizations for the waxy, geographically remote
crude produced may also be important operational milestones.

Cana Woodford:
The Cana Woodford is a key driver of liquids production growth,
particularly by the company's 2013 guidance. It is important to
note that the production splits in this play are roughly 22/33/45
(percent on a boe basis) oil/natural gas liquids (NGL)/natural
gas, respectively. Liquids rich plays should generate better
returns than dry natural gas production in the current price
environment, but basins with oilier yields such as the Uinta or
Williston could drive returns even higher given the pricing
environment for the lighter end of the NGL barrel.

Liquidity:
Liquidity remains adequate and stems from cash balances ($44
million as of March 31, 2013), Newfield's $1.25 billion senior
unsecured credit facility (maturing in June 2016) and from
operating cash flows ($1.3 billion for the LTM period ending
March 31, 2013).

Newfield had full availability under its credit facility at
March 31, 2013 with no borrowings and no letters of credit
outstanding.

Capital Structure and Maturities:
Aside from its revolving credit facility, Newfield has $1.75
billion in senior unsecured notes and $1.3 billion in senior
subordinated notes outstanding. The next note maturity will be
$600 million of 7.125% subordinated notes due in 2018.

Covenants:
Key covenants are primarily associated with the senior unsecured
credit facility and include maximum debt-to-book capitalization
(60% covenant threshold), and minimum EBITDAX-to-interest expense
(3.50 covenant level), which both had ample headroom at March 31,
2013.

Fitch notes that when Newfield refinanced its credit facility in
June 2011 an NPV-to-debt covenant was dropped. This covenant had
only counted 50% of the principal amount of senior subordinated
notes in its calculation. The removal of this covenant eliminated
the key incentive for Newfield to issue subordinated notes.

Subordinated Notching:
It is also important to note that a hypothetical upgrade of
Newfield's ratings would likely entail a continued one-notch
differential between its senior unsecured and senior subordinated
note ratings. Future debt offerings for Newfield are likely to be
senior unsecured note offerings, which would reinforce the one-
notch rating differential.

Rating Sensitivities:

Positive: Future developments that could lead to positive rating
actions include:

-- Evidence of a long-term adoption of a more conservative
   financial policy. An upgrade is unlikely in the near term
   given the company's smaller size, and the large funding
   needs associated with its strategic growth plan.

Negative: Future developments that could lead to negative rating
action include:
-- An inability to execute planned asset sales to fill funding
   gaps or achieve projected production growth and $/boe cash
   margins;

-- A major operational problem or a sustained period of low oil
   prices without offsetting adjustments in spending;

-- Some combination of the following metrics on a sustained basis:
   debt-to-EBITDAX above 2.5x; debt-to-proved developed reserves
   above $12/boe; debt/flowing barrel above $27,500/boepd.

Fitch has affirmed the following ratings for Newfield Exploration
Company:

-- Long-term IDR at 'BB+';
-- Senior unsecured bank facility at 'BB+';
-- Senior unsecured notes at 'BB+';
-- Senior subordinated notes at 'BB'.

The Rating Outlook is Stable.


NNN CYPRESSWOOD: Disclosure Statement Hearing Continued to June 26
------------------------------------------------------------------
The hearing to consider the Disclosure Statement filed by NNN
Cypresswood Drive 25, LLC, in support of the Debtor's plan or
reorganization has been continued to June 26, 2013, at 10:30 a.m.

As reported by the Troubled Company Reporter on May 6, 2013, the
hearing was previously set for May 22, 2013, at 10:30 a.m.  The
TCR reported on March 28, 2013, that the Plan provides for the
"roll-up" of the tenant-in-common interests of 33 single purpose
limited liability companies, including the Debtor, in improved
real property located in Houston, Texas, into membership interests
in a single limited liability company.  Under the Plan,
administrative expense claims will be paid in full.  General
unsecured claims of $8,306 will be paid 50% within six months of
the plan effective date and the other 50% within 12 months of the
Effective Date.  A copy of the Disclosure Statement is available
for free at:

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

                    About NNN Cypresswood Drive

NNN Cypresswood Drive 25, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 12-50952) on Dec. 31, 2012, in Chicago.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), has principal assets located at 9720 & 9730 Cypresswood
Drive, in Houston, Texas.  The Debtor valued its assets and
liabilities at less than $50 million.  In its schedules, the
Debtor disclosed assets of Unknown amount and $35,181,271 in
liabilities as of the Chapter 11 filing.

Attorneys at Arnstein & Lehr LLP, in Chicago, represent the Debtor
as counsel.  Mubeen M. Aliniazee and Highpoint Management
Solutions, LLC, serves as the Debtor's financial consultant.


NORRIS & SAMON: Case Summary & 3 Unsecured Creditors
----------------------------------------------------
Debtor: Norris & Samon Pump Service, Inc.
        1830 26TH Street North
        St. Petersburg, FL 33713

Bankruptcy Case No.: 13-06595

Chapter 11 Petition Date: May 20, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Chad T. Van Horn, Esq.
                  VAN HORN LAW GROUP PA
                  330 North Andrews Ave, Suite 450
                  Fort Lauderdale, FL 33301
                  Tel: (954) 607-7168
                  Fax: (954) 765-7103
                  E-mail: chad@cvhlawgroup.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 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/flmb13-6595.pdf

The petition was signed by Joel M. Samon, president.


NORTH FOREST: S&P Corrects Rating on Series 2000 Bonds to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on North
Forest Independent School District, Texas' series 2000 unlimited-
tax schoolhouse bonds by assigning a 'B' underlying rating
(SPUR)/Watch Pos.

Standard & Poor's previously placed its 'B' long-term rating on
the bonds on CreditWatch with positive implications on March 15,
2013.


NORTHLAND RESOURCES: Bondholders Block Access to Bank Accounts
--------------------------------------------------------------
Karl-Axel Waplan, President & CEO, Northland Resources S.A.,
disclosed that Norsk Tillitsman, the Trustee, acting on behalf of
the bondholders of the USD370 million senior secured bond, on
May 24 decided to enforce on bank account pledges leaving the
Company without access to its own funds.

As a consequence Northland lacks the liquidity to make any
payments.  The Board of Directors has therefore decided that as of
today none of the companies in the Group shall order or receive
any goods or services.  The Company will over the weekend pursue
all available options to try to find a solution for the short and
long term funding.

The decision to block the bank accounts came after a meeting on
May 24 between the Trustee, a few larger bondholders and their
advisers where they also turned down the proposed USD35 million
short bridge facility which would have required a bondholder
approval which was planned for Thursday, May 30.

Headquartered in Luxembourg, Northland Resources S.A. (OSLO:NAUR)
(FRANKFURT:NPK) (OMX:NAURO) -- http://www.northland.eu-- is a
producer of iron ore concentrate, with a portfolio of production,
development and exploration mines and projects in northern Sweden
and Finland.  The first construction phase of the Kaunisvaara
project is complete and production ramp-up started in November
2012.  The Company expects to produce high-grade, high-quality
magnetite iron concentrate in Kaunisvaara, Sweden, where the
Company expects to exploit two magnetite iron ore deposits, Tapuli
and Sahavaara.  Northland has entered into off-take contracts with
three partners for the entire production from the Kaunisvaara
project over the next seven to ten years.  The Company is also
preparing a Definitive Feasibility Study ("DFS") for its
Hannukainen Iron Oxide Copper Gold ("IOCG") project in Kolari,
northern Finland and for the Pellivuoma deposit, which is located
15 km from the Kaunisvaara processing plant.


NRG ENERGY: S&P Retains 'BB+' Rating to Term Loan B Due 2018
------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' issue level
rating and '1' recovery rating on NRG Energy Inc.'s term loan B
due 2018 are unchanged following the proposed $450 million add-on
to the loan, consisting of a $2.02 billion term loan maturing in
2018 and a $2.3 billion revolving credit facility maturing in
2018.

The '1' recovery rating indicates very high (90% to 100%) recovery
expectations in the event of a payment default.  At this level,
debt issues are rated two notches above the 'BB-' corporate credit
rating on the company.

The $2.3 billion revolving credit facility is an existing facility
that is being repriced and extended by two years.  The incremental
proceeds from the term loan B refinancing will be used in part to
fund the acquisition of a cogeneration facility and in part for
tendering GenOn Energy Inc.'s 2014 maturities.

S&P's stable outlook reflects that the financial risk profile, as
reflected by NRG's adjusted FFO to debt, free cash flow
generation, and liquidity, is not likely to change from S&P's
expectations over the next two years.

Ratings List

NRG Energy Inc.
Corporate credit rating             BB-/Stable/--
  $4.32 bil.* Credit facility        BB+
   Recovery rating                   1

*Includes $450 million add-on


OLYMPIC HOLDINGS: Wants to Use JPM Collateral to Pay UST Fees
-------------------------------------------------------------
Olympic Holdings, LLC, filed an emergency motion to use the cash
collateral of JP Morgan Chase Bank, N.A., to pay the United States
Trustee Quarterly Fees for the first quarter of 2013.

The motion is made on the grounds that the Debtor's sole asset is
the property located 4851 S. Alameda Street, Los Angeles, CA
90058.  The property is the Debtor's sole source of income, and
only source of funds from which to pay "UST Fees."  The Debtor
inadvertently did not include the UST Fees in its original budget,
which was approved by the Court bank in September 2012; however
the payment of the UST Fees are necessary expenses associated with
any debtor in bankruptcy and should have been included in the
budget.

JPMorgan, in response, asks the Court to deny the Debtor's
request, citing these reasons:

  a. The Debtor has exceeded the maximum allowable defaults under
     the court's prior cash collateral orders and therefore JP
     Morgan is entitled to relief from the automatic stay.

  b. The Debtor has failed to address the rental income
     discrepancy or $36,560 credit/debit discrepancy in its
     March 2013 monthly operating report.

In alternative, JPMorgan submits that the Court should limit the
Debtor's authority to use JPMorgan's cash collateral to ordinary
and necessary operating expenses of the property in accordance
with the budget provided by the Debtor's cash collateral motion,
minus the UST Quarterly Fees.

Daaus Funding, LLC, a holder of a claim secured by a second
priority deed of trust and assignment of rents on the subject
property, including three industrial warehouse buildings, also
opposes the Debtor's motion to continue using cash collateral.

Dauus pointed out that the Debtor's original cash collateral
motion budget of July 27, 2012, indicated rental incomes of
approximately $97,700 a month and operating expenses of
approximately $14,000, and proposed payments to JPMorgan as the
first priority lien holder or $65,000 a month.  Leaving
approximately $16,000 a month, which would be more than sufficient
to make the required $6,000 a month payments to Daaus.

According to Dauus, the Debtor's budget plugged in an
approximately $48,000 semi-annual property tax payment.  However,
if the property tax payment was accrued over each of the 6 months,
of $8,000 a month, this will still leave sufficient funds to pay
Daaus a $6,000 a month accrued interest payment.  However, the
Debtor failed to provide for such payment in its original cash
collateral motion, Daaus was never made a party to any subsequent
stipulation to continued use of cash collateral by this Debtor,
and in fact, Daaus has not been consulted or made a party to any
agreement for any continued hearing apparently set for May 22,
2013.

Dauus says the Debtor should have been required to either obtain
Daaus' stipulation to continue the use of cash collateral, or set
the matter for proper noticed hearing and to provide Daaus the
proper opportunity to object.

JPMorgan is represented by:

         Douglas G. Tennant, Esq.
         Michael D. Testan, Esq.
         FRANKEL & TENNANT
         895 Dove Street, Suite 119
         Newport Beach, CA 92660
         Tel: (949) 222-3456
         Fax: (949) 222-3453

Dauus is represented by:

         David I. Brownstein, Esq.
         LAW OFFICE OF DAVID BROWNSTEIN
         575 Anton Blvd. # 300
         Costa Mesa, CA 92626
         Tel: (818) 426-0068
         Fax: (818) 337-2417
         E-mail: brownsteinlaw@gmail.com

                    About Olympic Holdings

Beverly Hills, California-based Olympic Holdings, LLC, filed
a bare-bones Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-32707) on June 29, 2012, in Los Angeles.  The Debtor estimated
assets and liabilities at $10 million to $50 million.

Affiliates of the Debtor that filed separate Chapter 11 petitions
in the same Court are Wooton Group, LLC (Case No. 12-31323, filed
June 19, 2012) and Golden Oak Partners, LLC (Case No. 12-33650
filed July 9, 2012).

The Debtor is a California Limited Liability Company formed in
1996 which owns and manages real property.  This is a single asset
case.  The Debtor owns property comprised of three (3)
continguous, multi-tenant industrial/warehouse buildings located
at 4851 S. Alameda Street, in Los Angeles, California.

M. Jonathan Hayes, Esq., and the firm of Simon Resnik Hayes LLP
represent the Debtor as general bankruptcy counsel.


OM GROUP: S&P Raises Corp. Credit Rating to 'BB'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said it removed all of its
ratings on OM Group Inc. from CreditWatch and raised the corporate
credit rating to 'BB' from 'BB-'.  The outlook is stable.  At the
same time, S&P raised its senior secured issue rating on the
company's $200 million revolving credit facility and its term loan
A to 'BBB-' from 'BB-'.  The recovery rating on the revolving
credit facility and term loan A was revised to '1', indicating
S&P's expectation of very high recovery (90%-100%) in the event of
a payment default, from '3'.  S&P also withdrew its ratings on the
company's term loan B following repayment.

S&P had placed the ratings on CreditWatch with positive
implications on Jan. 28, 2013, after the company announced it had
agreed to sell its cobalt business.

"Our upgrade of OM Group reflects an improvement in its credit
quality following a substantial pay-down of debt, and the
divestment of the company's cobalt-based business," said Standard
& Poor's credit analyst Paul Kurias.

"We view the divestment as reducing overall exposure to
cyclicality and to uncertainties in the operating environment of
the Democratic Republic of Congo.  OM group has utilized net
proceeds of $302 million received as of March 31, 2013 from the
sale of its cobalt business, along with cash on hand to repay
approximately $374 million in debt including the full amount of
the term loan B balance.  The company reported debt of
$92.5 million outstanding as of March 31, 2013, a meaningful
reduction from the $467 million outstanding as of Dec. 31, 2012.
The company expects to receive about $27 million in additional
cobalt sale proceeds.  At the end of June 2013 the company also
expects to receive about $60 million in proceeds from the sale of
the niche specialty chemical business Ultra Pure Chemicals.  OM
Group's announcement that acquisitions will form a part of its
growth strategy tempers our current expectations for an
improvement beyond the one-notch upgrade because we believe the
company could potentially raise debt to fund some of its growth
plans, though if it did undertake an acquisition we would also
consider any potential benefits to the business risk profile from
the acquisition," S&P said.

The stable outlook reflects S&P's expectation that the company's
current strength in credit metrics will eventually be offset by
growth investments so that credit metrics remain appropriate for
the current ratings.  S&P's base-case EBITDA for 2013 approaches
$120 million, which is the lower end of the company's public
guidance for 2013 EBITDA.  S&P's base case factors in some
potential volatility in the company's businesses, which remain
somewhat susceptible to commodity input cost fluctuations.
Despite the potential for acquisitions, S&P expects FFO to debt to
remain at or above 25%.

Ratings could be lowered if unexpected earnings weakness or
increases in debt result in a decline in the key ratio of funds
from operations to total debt to levels below 20% with no
prospects for improvement at the current business risk profile.
S&P will weigh any weakening in credit metrics caused by an
acquisition against the potential benefits to the business risk
profile in arriving at the overall impact of the acquisition on
credit quality.

For an upgrade S&P will need to assess the impact on the business
risk profile of any acquisition.  In addition S&P will require
clarity on funding plans for any acquisition, on post-acquisition
financial policy, and on management's commitment to maintaining or
achieving a funds from operations to total debt ratio at 35% or
higher at the current business risk profile.


ONE STOP FACILITIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: One Stop Facilities Maintenance Corp.
        307 Fifth Avenue, 7th Floor
        New York, NY 10016

Bankruptcy Case No.: 13-11649

Chapter 11 Petition Date: May 20, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Shelley C. Chapman

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE &
                  WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  E-mail: jpasternak@ddw-law.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nysb13-11649.pdf

The petition was signed by Danielle Finkelstein, vice president.


OSTEO IMAGING: Case Summary & 19 Unsecured Creditors
----------------------------------------------------
Debtor: Osteo Imaging, Inc.
          dba Imaging El Paso
        2930 N. Stanton
        El Paso, TX 79902

Bankruptcy Case No.: 13-30832

Chapter 11 Petition Date: May 20, 2013

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Michael R. Nevarez, Esq.
                  THE LAW OFFICES OF MICHAEL R. NEVAREZ
                  P.O. Box 12247
                  El Paso, TX 79913
                  Tel: (915) 603-1882
                  Fax: (915) 538-7413
                  E-mail: MNevarez@LawOfficesMRN.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 19 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/txwb13-30832.pdf

The petition was signed by Martha Oaxaca Cooper Vera, president.


PARKWAY PROPERTIES: Files Plan to Pay $9.4-Mil. in Debt
-------------------------------------------------------
Parkway Properties, LLC, proposed a plan of reorganization that
will pay $36,603 to creditors on a monthly basis until all debts
are paid in full.

The Debtor owes Lenox Mortgage XIX, LLC, approximately $7,400,000,
which is secured by a mortgage on the apartment complex owned by
the Debtor located at 3090 Alabama River Parkway, in Montgomery,
Alabama.  The Debtor also owes at the Petition Date approximately
$2,078,976 on unsecured non-priority debt.

The Plan and Disclosure Statement were prepared by L. Bailey
Jackson, Esq., at Wilson & Jackson, LLC, in Montgomery, Alabama.

A full-text copy of the Disclosure Statement dated May 22, 2013,
is available for free at:

          http://bankrupt.com/misc/PARKWAYds0522.pdf

Parkway Properties, LLC, filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 13-30461) on Feb. 22, 2013.  The petition was signed
by Joe B. Crosby as manager.  Judge Dwight H. Williams, Jr.,
presides over the case.  The Debtor's scheduled assets were
$11,255,845 and scheduled liabilities were $9,222,364.  The Debtor
is represented by Lorren B. Jackson, Esq., at Wilson & Jackson,
LLC, in Montgomery, Alabama.


PATRIOT COAL: Can Subpoena Docs for Peabody Spinoff Probe
---------------------------------------------------------
Natalie Rodriguez of BankruptcyLaw360 reported that a Missouri
bankruptcy judge gave Patriot Coal Corp. the green light to
subpoena documents from Morgan Stanley and Duff & Phelps Corp. to
further its investigation into Peabody Energy Corp.'s allegedly
unfair spinoff of Patriot Coal in 2007.

According to the report, Judge Kathy A. Surratt-States issued
Patriot Coal a pair of stipulated orders allowing it to issue
subpoenas compelling the companies to hand over certain documents.
The companies are in the middle of a battle between bankrupt
Patriot Coal and its former parent over the spinoff, the report
related.

                       About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis& Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Morgan Stanley, Duff & Phelps Give Documents
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp. has the right to cast a wider net
seeking grounds for suing former parent Peabody Energy Corp.
Patriot sought authority to require production of documents from
Morgan Stanley and Duff & Phelps Corp., who advised Peabody and
its directors in the spinoff.

The report relates that although Peabody objected, the dispute was
resolved when Morgan Stanley and Duff signed agreements approved
by the bankruptcy court requiring them to complete production of
documents within 60 days.  The two advisers retain the right to
resist turning over specific documents believed to be privileged.
They can also contend that specific documents are outside the
range of information legitimately needed by Patriot.

Patriot previously won authority from the bankruptcy court in St.
Louis requiring Peabody to divulge information and documents.

Patriot and the creditors' committee are investigating whether the
October 2007 spinoff "constituted an actual or constructive
fraudulent transfer."  Peabody has said that Patriot was a strong,
vibrant company when spun off and that financial problems were the
result of later-occurring events.

                       About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis& Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PENINSULA HOSPITAL: Patient Care Ombudsman Discharged
-----------------------------------------------------
The bankruptcy court has discharged Daniel T. McMurray from his
duties and responsibilities as patient care ombudsman in the
Chapter 11 case of Peninsula Hospital Center.

Mr. McMurray made the request.  In its April 23 order, the Court
ruled that the patient care ombudsman's motion to discharge is in
the best interests of the Debtor and its estate, that, upon
consent of Lori Lapin Jones, Chapter 11 trustee of the Hospital,
and, given the circumstances of the Hospital, its cessation of
patient care and the final disposition of its patient records,
there is no longer a need for a patient care ombudsman.

                    About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Certilman Balin, & Hyman, LLP, which
counts Mr. McCord as one of the firm's members, served as counsel
for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PITTSBURGH CORNING: Plan Sent to District for 2nd Approval
----------------------------------------------------------
Steven Church, writing for Bloomberg News, reports that Pittsburgh
Corning Corp.'s bankruptcy judge overruled final objections by
insurance companies trying to halt the reorganization of the
building-supply company.

According to the report, U.S. Bankruptcy Judge Judith Fitzgerald
in Pittsburgh refused on May 24 to reconsider her initial approval
of the reorganization plan, which relies partly on insurance
proceeds to pay victims of asbestos exposure.

Insurers led by Mt. McKinley Insurance Co., had asked Fitzgerald
to reconsider her decision, claiming she erred May 16 when she
tentatively approved a plan to create a $3.5 billion asbestos
trust.

The trust and the plan now go before a U.S. district court judge
for a second approval, which is required for all asbestos-related
bankruptcy cases that create a victim's trust fund.

Under the bankruptcy plan, Pittsburgh Corning's parents, Corning
Inc. and PPG Industries Inc., may shift their liability for
asbestos claims to the trust, which the companies and the insurers
would fund. Corning and PPG would give the trust the right to
collect on their insurance policies under the plan, which Mt.
McKinley claimed would unfairly alter the policies.

During a court hearing May 23, Judge Fitzgerald gave the insurers
a final chance to talk her out of her decision.  At the end of the
hearing, she said she was unlikely to change her mind and asked
the parties to submit any minor wording changes to her proposed
order before she made a final ruling.

                     About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte &Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo&Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella&
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin&Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill &Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin&Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic&
Scott LLP as his counsel, Young Conaway Stargatt& Taylor, LLP, as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning
Corp., a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan designed
to wrap up a Chapter 11 begun 12 years ago.

The Company's balance sheet at Sept. 30, 2012, showed
$29.41 billion in total assets, $7.52 billion in total liabilities
and $21.88 billion in total equity.


PLYMOUTH OIL: Bridge Lenders Seek to Dismiss Chapter 11 Case
------------------------------------------------------------
Lenders Arlon Sandbulte, Gail Dorn, Ryan Lake, Iowa Corn
Opportunities, LLC and Steven Vande Brake will ask the bankruptcy
court at a hearing May 29:

     -- to dismiss Plymouth Oil Company LLC's chapter 11 case or,
     -- in the alternative, for relief from the automatic stay.

The Debtor owes Sandbulte, et al., roughly $9.25 million under a
bridge loan.  In connection with the loans, Plymouth Oil executed
various mortgages in their favor.  The bridge lenders said the
notes by the mortgages are in default because they have matured
and the Debtor has failed to pay them.  The bridge lenders'
security interests in Plymouth Oil's personal property are
perfected.

The bridge lenders contend the Debtor lacks equity in the lenders'
collateral.  Although over-secured at the start of the case, the
bridge lenders said it now appears the total of all of the
collateral may be worth approximately the same amount as the debt
against it.

The bridge lenders also claim the Debtor has no ability to
reorganize.  "Its postpetition losses are of the same caliber as
its pre-petition losses.  It has no ability to increase income in
an amount which would allow it to service the more than $9.25
million owed to the Bridge Lenders, let alone the amount that are
owed to other secured and unsecured lenders," the lenders said in
court filings.  They argue that capital injections in the amounts
the Debtor hopes to raise are insufficient, in that they will not
stem losses but will simply delay the inevitable for a short
while.

The attorneys for the Bridge Lenders can be reached at:

         T. Randall Wright, Esq.
         Brandon R. Tomjack, Esq.
         BAIRD HOLM, LLP
         1500 Woodmen Tower
         1700 Farnam Street
         Omaha, NE 68102
         Tel: (402) 344-0500
         Fax: (402) 344-0588
         E-mail: rwright@bairdholm.com

                         About Plymouth Oil

Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,
2012.  In its amended schedules, the Debtor disclosed $21,623,349
in total assets and $12,891,586 in total liabilities.

Plymouth Oil -- http://www.plymouthoil.com-- has a $30 million
extraction plant located at 22058 K-42 Merrill, Iowa, directly
across from the new Plymouth Energy Ethanol Plant.

Founded by local investors, Plymouth Oil Company, LLC started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil.  The plant has the capability of pumping out 90 tons
of corn oil each day and about 300 tons of DCGM (defatted corn
germ meal) daily, which is used for hog, poultry and dairy feed.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., at Brown Winick Graves Gross Baskerville &
Schoenebaum, P.L.C., serves as the Debtor's counsel.  The petition
was signed by David P. Hoffman, president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.


PLYMOUTH OIL: May 29 Hearing on Confirmation of Amended Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Iowa will
convene a hearing on May 29, 2013, at 9 a.m., to consider the
confirmation of Plymouth Oil Company, L.L.C.'s Amended Plan of
Reorganization dated May 9.

The Debtor's Plan will be implemented in a variety of ways,
including restructuring various secured debts, issuing membership
units of the Reorganized Debtor in return for the satisfaction of
certain claims, through new equity investment by various new
investors in the Reorganized Debtor, through the sale of certain
of its assets including but not necessarily limited to the sale of
the Feed Mill and the acreage.

Payments and distributions under the Plan will be funded by funds
on hand, collection of accounts receivables, new equity
investment, net proceeds from the sale of assets, and recoveries
from avoidance actions and other actions.

A copy of the Amended Pan is available for free at
http://bankrupt.com/misc/PLYMOUTH_OIL_1amendedplan.pdf

                         About Plymouth Oil

Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,
2012.  In its amended schedules, the Debtor disclosed $21,623,349
in total assets and $12,891,586 in total liabilities.

Plymouth Oil -- http://www.plymouthoil.com-- has a $30 million
extraction plant located at 22058 K-42 Merrill, Iowa, directly
across from the new Plymouth Energy Ethanol Plant.

Founded by local investors, Plymouth Oil Company, LLC started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil.  The plant has the capability of pumping out 90 tons
of corn oil each day and about 300 tons of DCGM (defatted corn
germ meal) daily, which is used for hog, poultry and dairy feed.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., and Adam J. Freed, Esq., at Brown, Winick, Graves,
Gross, Baskerville and Schoenebaum, P.L.C., represent the Debtor
as counsel.  The petition was signed by David P. Hoffman,
president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.


POINT CENTER: Has Access to Cash Collateral Until September
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will hold on Sept. 25, 2013, at 10:00 a.m., a hearing on Point
Center Financial, Inc., and Pacific Mercantile Bank's stipulation
allowing the Debtor to use cash collateral.

On May 21, 2013, the Debtor and PMB filed with the Court the
stipulation allowing the Debtor to use cash collateral for
operating expenses until 5:00 p.m. Pacific Time on Sept. 30, 2013.
The Stipulation was filed with the budget, a copy of which is
available for free at http://is.gd/z20LeN

Robert P. Goe, Esq., at Goe & Forsythe, LLP, an attorney for the
Debtor, says that as a condition to PMB's consent to the use of
Cash Collateral, the Debtor will, among other things:

      (a) pay to PMB an amount equal to $60,146.02, for each
          calendar month from the date of this Stipulation until
          the Termination Date.  The Monthly Payments to PMB will
          be due and payable on the 10th calendar day of each
          month until the Termination Date, unless the 10th
          calendar day falls on a weekend, or banking holiday, in
          which case the payment will be due and payable on the
          first business day thereafter;

      (b) deposit any funds derived from the operation of its
          business in excess of the amounts used to pay the
          approved expenses and the Monthly Payments to PMB into a
          segregated debtor-in-possession account established
          according to all applicable rules, guidelines and other
          requirements;

      (c) grant PMB replacement liens upon and security interests
          in all of the Debtor's hereinafter acquired assets to
          the extent of any diminution in value of PMB's pre-
          petition collateral, including the cash collateral; and

      (d) maintain all of deposit and disbursement accounts
          relating to the collateral in the DIP Account.

PMB is represented by:

          Mark Bradshaw, Esq.
          SHULMAN HODGES & BASTIAN LLP,
          8105 Irvine Centre Drive, Suite 600
          Irvine, California 92618
          Tel: (949) 340-3400
          Fax: (949) 340-3000
          E-mail: mbradshaw@shbllp.com

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa
Ana, California, on Feb. 19, 2013.  The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.

The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP.


PONTIAC SCHOOL: Moody's Reviews B1 Rating for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the B1 issuer rating and B2
general obligation limited tax rating of Pontiac School District
(MI) under review for possible downgrade. The district has $15.7
million of general obligation limited tax debt outstanding rated
by Moody's.

Ratings Rationale:

The rating has been placed under review following notice that the
district missed a debt service payment of approximately $1.6
million on its Series 2006 School Building and Site Bonds (General
Obligation Limited Tax) that was due on May 1, 2013. The notice of
missed payment indicates that the paying agent has submitted a
claim to the insurer, Syncora Guaranty, for payment of principal
and interest.

The district's Series 2006 bonds are secured by its general
obligation limited tax pledge and represent a first budget
obligation of the district's operating funds. The district has
operated with very slim cash flow margins over the past two fiscal
years following five consecutive operating shortfalls that
contributed to a deficit General Fund balance in fiscal 2009 and
further worsening of the deficit through fiscal 2012. As the
district's deficit position has worsened relative to prior deficit
elimination plans submitted to the state, the Michigan Department
of Education (MDE) withheld the district's March and April state
aid allocations, pending further operational adjustments. Given
the district's limited operating margins, the withholding of aid
may have contributed to the missed payment. The MDE reportedly
released the district's state aid payments on May 13 following
approval of an updated deficit elimination plan. It is presently
uncertain whether or not the district reimbursed the insurer
following receipt of state aid revenue.

Moody's expects to resolve the current review following
confirmation as to whether or not reimbursement to the insurer has
been made as well as receipt of updated financial information from
the district.

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


POWERS AUTO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Powers Auto Supply, Inc.
        5764 Route 209, P.O. Box 500
        Kerhonkson, NY 12446

Bankruptcy Case No.: 13-36160

Chapter 11 Petition Date: May 20, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN, ATTORNEYS
                  Hampton Business Center, 1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  E-mail: genmallaw@optonline.net

Scheduled Assets: $1,100,135

Scheduled Liabilities: $1,593,698

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nysb13-36160.pdf

The petition was signed by Thomas M. Powers, president.


POWERWAVE TECHNOLOGIES: Auctions Bring $16.8 Million
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Powerwave Technologies Inc., a wireless
communications equipment supplier, was authorized by the
bankruptcy court in Delaware to sell the assets to three different
buyers for a total of $16.8 million.

The report relates that the patent portfolio, accounts receivable
and intangible assets were purchased by P-Wave Holdings LLC in
exchange for $10.25 million in secured debt.  A consortium of
Counsel RB Capital LLC, Branford Group and Maynards Industries
bought the machinery and equipment for $6.6 million.  Teak Capital
Partners Ltd. will buy affiliate Powerwave Technologies (Thailand)
Ltd. for $50,000.

Orders approving the three sales were signed by the judge.

The report discloses that the sale wasn't without drama. At the
auction May 13, Moseley Associates Inc. was anointed as having the
highest bid for the machinery and equipment.  Moseley later
informed the company that it wouldn't go ahead. Consequently, the
consortium was given the nod for having made the second-best bid
at auction.

                 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: Section 341(a) Meeting Set on June 21
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Primcogent
Solutions LLC will be held on June 21, 2013, at 1:30 p.m.at FTW
341 Rm 7A24.  Creditors have until Sept. 19, 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.

Primcogent Solutions, LLC, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 13-42368) on May 20, 2013.  The petition was
signed by David Boris, chairman of board of managers of managing
member.  The Debtor estimated assets of at least $50 million and
debts of at least $10 million.  Judge Michael Lynn presides over
the case.  Jason Napoleon Thelen, Esq.,at Andrews Kurth, LLP,
serves as the Debtor's counsel.


PRIVATE MEDIA GROUP: Incurs EUR29.3-Mil. Net Loss in 2011
---------------------------------------------------------
Private Media Group, Inc., filed on May 23, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2011.

The Company said: "As explained in greater detail in this Annual
Report on Form 10-K, the former principal executive officers of
Private Media Group, Inc., were relieved of their duties in
December 2011, and most of the former members of the Board of
Directors were removed by the shareholders at the annual meeting
of the shareholders held in January 2012.  Upon assuming control,
the new officers and directors discovered that many of Private
Media Group, Inc.'s important financial and corporate records,
including those necessary to complete the 2011 audited financial
statements, were in disarray and/or missing.  As a result of the
change in management and the condition of the financial and
corporate records, Private Media Group, Inc., and its auditors
were unable to complete the audited financial statements for the
year ended Dec. 31, 2011, until May 2013.

BDO Auditores, S.L., in Barcelona, Spain, expressed substantial
doubt about Private Media Group's ability to continue as a going
concern, citing the Company's recurring losses from operations,
and working capital deficit and negative net equity position at
Dec. 31, 2011.  "Moreover, as of Dec. 31, 2012, the Group has not
yet reestablished profitable operations.

The Company reported a net loss of EUR29.3 million on
EUR7.9 million of sales in 2011, compared with a net loss of
EUR4.3 million on EUR23.3 million of sales in 2010.

"The decrease in net sales is attributable to both (a) the
exclusion of EUR11,423,000 of net sales [of] Game Link and
Sureflix in 2011, which net sales were excluded from net sales in
fiscal 2011 because of the divestiture of those two subsidiaries,
and (b) an overall decrease in net sales in our core "Private"
branded operations.

The Company's balance sheet at Dec. 31, 2011, showed
EUR11.5 million in total assets, EUR17.8 million in total
liabilities, and a stockholders' deficit of EUR6.3 million.

A copy of the Form 10-K is available at http://is.gd/Yu1k4T

Located in Barcelona, Spain, Private Media Group, Inc., is an
international provider of branded adult media across a wide range
of digital platforms and physical formats.  It conducts its
operations through various non-U.S. subsidiaries located in a
number of countries, including Cyprus, Sweden, Spain and
Gibraltar.


QUANTUM FUEL: To Raise $3 Million in Registered Direct Offering
---------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., has agreed to
sell common stock and warrants for gross proceeds of $3,000,000 in
a registered direct offering with Crede CG III, Ltd., a wholly-
owned subsidiary of Crede Capital Group, LLC.

Under the Offering, the Company will issue to Crede 4,918,032
shares of common stock and a warrant to initially purchase up to
an aggregate of 2,950,819 shares of common stock.  The purchase
price per share of common stock equaled the Company's consolidated
closing bid price on May 15, 2013, of $0.61.  The warrant has a
five-year term, and is immediately exercisable at a price of
$0.671 per share.  The holder of the warrant may, at any time
after 30 days from the issuance of the warrant until its
expiration, elect to exchange all or part of the warrant for, at
the Company's option, cash or shares of common stock, or a
combination thereof, equal to the value of the warrant at the time
of the exchange based on a prescribed Black-Scholes formula.  If
the number of shares of common stock required to settle the
exchange would exceed 19.99 percent of the issued and outstanding
shares prior to the closing of the Offering, then the value of the
shares in excess of such limit may be settled by the Company in
cash or by delivery of a one-year 10 percent unsecured promissory
note.  The holder may not exchange the warrant unless the trading
price for a share of the Company's common stock is below the
warrant's exercise price.  The warrant also provides that, under
certain circumstances, the Company will have the ability to cause
the holder to exercise the warrant for cash.  The warrant also
provides that if the Company's common stock is delisted from the
NASDAQ Capital Market, then the number of shares of common stock
underlying the warrant at the time of such delisting shall
automatically be adjusted upward by multiplying the number of
shares underlying the warrant at the time of the delisting by
116.667 percent.

Roth Capital Partners, LLC, served as the Company's exclusive
placement agent in connection with the Offering and will receive a
cash fee of $210,000, which represents 7.0 percent of the gross
proceeds received by the Company from the Offering.

The net proceeds realized by the Company in connection with the
Offering, after deducting the Placement Agent's fee and other
Offering expenses, are expected to be approximately $2.7 million.
The Company intends to use the net proceeds from the Offering for
working capital and other general corporate purposes.

In connection with and immediately prior to the closing of the
Offering, the Company has terminated the At The Market Offering
Agreement with Ascendiant Capital Markets, LLC, dated Dec. 28,
2012.  The Company has sold 4,086,612 shares under the At The
Market Offering Agreement for aggregate gross proceeds of
$2,611,334 (excluding commissions, fees and expenses).

                        About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $61.26 million in total assets,
$47.03 million in total liabilities and a $14.22 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


QUICKSILVER RESOURCES: Moody's Rates $600MM 2nd Lien Term Loan B2
-----------------------------------------------------------------
Moody's Investors Service downgraded Quicksilver Resources Inc.'s
ratings, including the Corporate Family Rating to B3 from B2,
senior unsecured notes ratings to Caa2 from B3 and the
subordinated notes rating to Caa2 from Caa1.

Moody's assigned a B2 rating to the proposed $600 million second
lien Term Loan. Moody's also downgraded the company's Speculative
Grade Liquidity Rating to SGL-4 from SGL-3. The outlook remains
negative.

"The rating downgrade is reflective of Quicksilver's persistent
high debt level and natural gas concentrated production profile,
resulting in weak cash flow interest coverage and high leverage
metrics," commented Michael Somogyi, Moody's Vice President --
Senior Analyst. "The negative outlook reflects the company's
continued weak operating profile with cash margins trending
negatively and retained cash flow to debt deteriorating to below
5%."

Issuer: Quicksilver Resources Inc.

Assignments:

Senior Secured Term Loan, assigned B2 (LGD3 - 33%)

Downgrades:

Corporate Family Rating (CFR), downgraded to B3 from B2

Probability of Default Rating (PDR), downgrade to B3-PD from B2-PD

Senior Unsecured Regular Bond/Debenture, downgraded to Caa2 (LGD5
- 79%) from B3 (LGD4 - 65%)

Subordinate Unsecured Regular Bond/Debenture, downgraded to Caa2
(LGD6 - 96%) from Caa1 (LGD6 - 93%)

Speculative Liquidity Rating (SGL), downgraded to SGL-4 from SGL-3

Outlook Actions:

Outlook, maintain negative outlook

Ratings Rationale:

Quicksilver's B3 CFR is supported by its large, proved developed
(PD) reserve base of 215 million barrels of oil equivalent (BOE)
that is comparable to Ba-rated E&P peers. The B3 CFR also
incorporates the company's recent asset sale and negotiated
amendment to its bank credit facility providing for extended
covenant headroom and flexibility to pursue a broad
recapitalization plan. The company's size and scale, however, are
offset by its persistent high debt level and highly concentrated
natural gas production volumes that accentuate Quicksilver's weak
operating profile, evidenced by cash margins trending negatively
and retained cash flow to debt metric deteriorating to below 5%.

Quicksilver closed the sale of a 25% interest in its natural gas
concentrated, Barnett Shale assets to TG Barnett Resources LP, a
wholly-owned U.S. subsidiary of Tokyo Gas Company, Ltd (Aa3
stable) for $485 million. A portion of the net proceeds repaid
borrowings under the company's senior secured bank credit
facility. This pay-down led to a negotiated amendment to the
company's bank credit agreement that provides for a decreased
borrowing base, but with relaxed financial covenants and the
opportunity to execute a broader recapitalization plan.

Quicksilver's global borrowing base was re-determined at $350
million, down from $850 million, reflective of its sharply reduced
total proved reserve base of 245 million (BOE) and inclusive of
the Barnett asset sale and lower prices. The amendment permits the
issuance of second-lien financing to repay a portion of
outstanding senior notes. It also allows for repayment of senior
notes and senior subordinated notes with the proceeds from asset
sales and second-lien issuance if the borrowing base is less than
75% utilized. Previously, the company was restricted from repaying
bonds with asset sale proceeds until utilization was less than 25%
and certain other conditions were met. Further, the minimum
interest coverage and maximum senior secured debt leverage
covenant ratios were amended to provide additional covenant
headroom.

Proceeds from the proposed $600 million second lien Term Loan,
together with the potential for a new $200 million second lien
notes offering and a new $675 million senior unsecured notes
offering, are expected to refinance near-term debt maturities. The
company has announced a cash tender offer relating to its $438
million senior unsecured notes due 2015, $591 million senior
unsecured notes due 2016, and $350 million of senior subordinated
notes due 2016. Quicksilver also commenced a consent solicitation
for $298 million senior unsecured notes due 2019.

The proposed $600 million second lien Term Loan was rated B2. The
existing senior unsecured notes were downgraded to Caa2 from B3
and the existing senior subordinated notes were downgraded to Caa2
from Caa1. This notching from the B3 CFR reflects the relative
size of the senior secured facility's and second lien debt's
potential priority claim over the unsecured and subordinated
notes, under Moody's Loss Given Default (LGD) Methodology. Moody's
will continue to monitor the execution of the company's broad
recapitalization plan and would withdraw the rating on
Quicksilver's subordinated notes if the recapitalization plan
closes as proposed.

Quicksilver's SGL-4 rating reflects weak liquidity through mid-
2014. Moody's does not expect Quicksilver to fully cover cash
requirements from internal sources and will be reliant on external
or alternate sources of liquidity.

The rating outlook remains negative. In order to stabilize the
outlook, Quicksilver needs to eliminate its near-term refinancing
risk and demonstrate improved cash margins along with lower
trending leverage metrics. An upgrade is unlikely in the near term
absent material debt reduction and higher natural gas and NGL
prices supportive of improved cash flow generation. A further
downgrade would be considered if Quicksilver does not complete its
recapitalization plan, its liquidity profile weakens, or interest
coverage and cash flow further deteriorate beyond maintenance
levels.

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


QUICKSILVER RESOURCES: S&P Rates New 2nd Lien $600MM Loan 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'CCC+' issue-level rating and '5' recovery rating to Ft. Worth
Texas-based Quicksilver Resources Inc.'s proposed $600 million
second-lien term-loan maturing in 2019.  The '5' recovery rating
indicates S&P's expectation of modest (10% to 30%) recovery in the
event of a payment default.

"The ratings on the proposed term loan assume that Quicksilver
will borrow $200 million of additional senior secured second-lien
debt, as indicated in the company's press release dated May 23,
2013," said Standard & Poor's credit analyst Carin Dehne-Kiley.

If the total amount of second-lien borrowings differs from S&P's
current assumption, it will reevaluate the ratings on the proposed
term loan.  The company will use the debt proceeds to refinance a
portion of its $1.37 billion of unsecured debt maturing in 2015
and 2016, including subordinated debt maturing in 2016.

"As a result of the increase in priority debt, we are also
lowering our issue-level rating on Quicksilver's senior unsecured
notes to 'CCC' from 'CCC+', and our recovery rating to '6',
indicating our expectation of negligible (0% to 10%) recovery in
the event of a payment default, from '5'.  The 'CCC' issue-level
rating on the company's existing subordinated debt remains
unchanged with a recovery rating of '6'.  The company has also
indicated it might consider refinancing the remaining portion of
its 2015 and 2016 maturities (that will not be paid down with
proceeds from the second lien), with new unsecured debt.  A
straight refinancing will not affect our recovery rating on the
company's unsecured debt," S&P said.

The 'B-' corporate credit rating on the company and S&P's negative
outlook remain unchanged.  The ratings on exploration and
production (E&P) company Quicksilver Resources reflect S&P's
assessment of the company's "vulnerable" business risk, "highly
leveraged" financial risk, and "adequate" liquidity.  The ratings
incorporate S&P's expectation that the company's profitability
will remain below average due to its high exposure to currently
weak natural gas and natural gas liquids (NGL) prices, its
relatively large proven reserve base for the rating, and low cost
structure.  The ratings also reflect the company's currently high
leverage, good hedges in place through 2015, and the potential
that asset monetizations or joint ventures could reduce leverage.

RATING LIST

Quicksilver Resources Inc.
Corporate credit rating                   B-/Negative/--

New Rating
  $600 mil 2nd-lien term-loan due 2019     CCC+
   Recovery rating                         5

Rating Lowered
                                           To      From
  Sr secd                                  CCC     CCC+
   Recovery rating                         6       5


QUIGLEY CO: US Calls on High Court to Snub Pfizer Asbestos Case
---------------------------------------------------------------
Greg Ryan of BankruptcyLaw360 reported that the U.S. solicitor
general told the Supreme Court that it should refuse to review the
Second Circuit's ruling that a ban on asbestos claims during
bankruptcy proceedings does not apply to allegations brought by
Baltimore Orioles owner Peter Angelos' law firm against Pfizer
Inc.

According to the report, Pfizer petitioned the Supreme Court in
September to overturn the decision, which held that the company
must face asbestos litigation related to its bankrupt subsidiary
Quigley Co. Inc.

                        About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuch Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestos claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.


RAHNDEE INDUSTRIAL: Case Summary & 17 Unsecured Creditors
---------------------------------------------------------
Debtor: Rahndee Industrial Services, Inc.
        18905 S. 4150 Road
        Claremore, OK 74017

Bankruptcy Case No.: 13-11210

Chapter 11 Petition Date: May 20, 2013

Court: United States Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: Mark A. Craige, Esq.
                  CROWE & DUNLEVY
                  500 Kennedy Building
                  321 S. Boston Avenue
                  Tulsa, OK 74103
                  Tel: (918) 592-9878
                  Fax: (918) 599-6318
                  E-mail: mark.craige@crowedunlevy.com

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

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

A copy of the Company's list of its 17 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/oknb13-11210.pdf

The petition was signed by Jeff Reetz, president.


READER'S DIGEST: PwC LLC Okayed as Independent External Auditors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized RDA Holding Co., et al., to employ
PricewaterhouseCoopers LLP as their (i) independent external
auditors, (ii) corporate compensation consultants, and (iii) tax
consultants.

In addition to PwC, the Debtors have retained, or may soon seek to
retain, Ernst & Young LLP, Deloitte & Touche LLP and KPMG LLP.
Although each of these firms perform accounting related services,
each firm provides the Debtors with separate and distinct services
and brings a wealth of institutional knowledge regarding different
areas of the Debtors' operations or infrastructure.

PwC's fee structure includes:

   1. Audit Services -- Prior to the Commencement Date, the
Debtors paid PwC $1,950,000 pursuant to the Audit Engagement
Letter for Audit Services.  PwC is not entitled to any additional
flat fee pursuant to the Audit Services Engagement Letter.  For
any additional Audit Services, PwC will charge the Debtors on an
hourly rate schedule as:

         Professional Level              Hourly Rate
         ------------------              -----------
         Partner/Principal               $650 ? $827
         National Office Specialist      $850 ? $988
         Director/Senior Manager         $425 ? $660
         Manager                         $300 ? $512
         Senior Associate                $225 ? $422
         Associate                       $150 ? $389
         Secretarial                     $100 ? $123

   2. Compensation Consultant Services -- Pursuant to the
Compensation Consultant Engagement Letter PwC will charge the
Debtors on an hourly basis for Compensation Consultant Services on
these hourly rate schedule:

         Professional Level              Hourly Rate
         ------------------              -----------
         Partner/Principal                   $820
         Director                            $610
         Manager                             $450
         Senior Associate                    $349
         Associate                           $260

   3. Tax Compliance and Consulting Services -- In connection
with rendering Tax Compliance Services relating to the
preparation of the Debtors' Federal tax return, PwC will
charge the Debtors a fixed fee of $60,000.  For services
rendered in connection with local country compliance
preparation and the review of local tax returns for the
Debtors' international operations, PwC will receive an
annual fee of $45,000.  For tax consulting services relating
to international assignment tax compliance and related
services for the Debtors' employees, PwC will charge the
Debtors a fixed fee per tax return but no more than $20,000
in the aggregate.

The Debtors paid PwC fees and expenses aggregating $1,854,873 in
the 90 days prior to the Commencement Date.  As of the
Commencement Date, the Debtors do not owe PwC any amounts
in connection with prepetition services provided to the Debtors.

To the best of the Debtors' knowledge PwC is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

Under the Plan, holders of allowed general unsecured claims in
such sub-class will receive their pro rata share of the GUC
distribution; holders of allowed general unsecured claims of
Reader's Digest will also receive their pro rata share of the RDA
GUC distribution and the senior noteholder deficiency claims in
such sub-class will be deemed waived solely for purposes of
participating in the GUC distribution and the RDA GUC
distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


READER'S DIGEST: Vandenberg OK'd as Committee's Conflicts Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of RDA Holding Co., et al., to retain Vandenberg
& Feliu LLP, as special/conflicts counsel.

                      About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

Under the Plan, holders of allowed general unsecured claims in
such sub-class will receive their pro rata share of the GUC
distribution; holders of allowed general unsecured claims of
Reader's Digest will also receive their pro rata share of the RDA
GUC distribution and the senior noteholder deficiency claims in
such sub-class will be deemed waived solely for purposes of
participating in the GUC distribution and the RDA GUC
distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


RESIDENTIAL CAPITAL: Seeks OK of Ally Plan Support Agreement
------------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates filed a motion
seeking approval from the U.S. Bankruptcy Court for the Southern
District of New York of a plan support agreement they entered into
with Ally Financial, Inc., the Official Committee of Unsecured
Creditors, and certain consenting claimants.

Under the terms of the contemplated plan, Ally, as part of a
comprehensive settlement, will increase its contribution to the
Debtors' estates by $1.35 billion over the amount to which it had
agreed in its prepetition plan support agreement with the Debtors,
to a total of $2.1 billion, comprised of a contribution of:

   (a) $1,950,000,000 in cash on the Effective Date of the Plan,
       and

   (b) $150,000,000, anticipated to come from a settlement
       between Ally and its insurers, but in any event to be paid
       by Ally no later than September 30, 2014.

The Agreement, which was facilitated in large part by the efforts
of the Judge James Peck, as plan mediator; Lewis Kruger, the
Debtors' chief restructuring officer; and counsel for the
Creditors' Committee, represents a remarkable achievement given
the complexity of the Debtors' capital structure, and the
complexity and breadth of the disputed issues posed in the Chapter
11 cases, and signals an end to the litigation, infighting, and
potential "nuclear war" in the Debtors' Chapter 11 cases, Gary S.
Lee, Esq., Lorenzo Marinuzzi, Esq., Jennifer L. Marines, Esq.,
James A. Newton, Esq., at Morrison & Foerster LLP, in New York,
assert in court papers.

Pursuant to the Plan Support Agreement, each of the Supporting
Parties has agreed to support a soon-to-be-filed Chapter 11 plan.
The Plan will provide for the Ally Contribution, in exchange for,
among other things, Debtor Releases and Third Party Releases in
favor of Ally and its non-debtor subsidiaries, except for
securities claims alleged against Ally by the Federal Housing
Finance Agency and the Federal Deposit Insurance Corporation, as
receiver for certain failed banks.

The Plan also provides for the allocation of proceeds available
for distribution to creditors based on a mediated compromise and
settlement of disputed inter-creditor issues as well as disputed
issues among Debtors and the creation of various trusts to provide
distributions to creditors and to administer the estates following
confirmation of the Plan.  The plan terms also confirm that the
ResCap estate has the responsibility for the costs and obligations
associated with the foreclosure settlement with the U.S.
Department of Justice and the Attorneys General, as well as the
responsibility for all Consent Order directives originally
addressed to ResCap.

The Debtors anticipate that the Plan will expedite creditor
recoveries and facilitate substantial cost savings by obviating
continued litigation and the expenses associated therewith.
Indeed, absent the Agreement, creditor recoveries will be a small
fraction of what they are projected to be under the Plan
contemplated by the Agreement, Mr. Lee adds.

The Plan structure contemplated in the Agreement will serve as the
backbone for the distribution of substantial value to creditors
and facilitate the Debtors' exit from bankruptcy, Mr. Lee tells
the Court.

Absent approval of the Agreement, it will terminate and the
substantial value and structure the Agreement brings to the
Debtors' Chapter 11 cases will be lost.  The Debtors believe
entering into the Plan Support Agreement is in the best interests
of their estates, and their entry into and performance under the
Plan Support Agreement should be approved.

The new settlement is bigger than the $750 million settlement the
Debtors and their parent, Ally, negotiated prior to the filing of
the bankruptcy cases.  That settlement has been the subject to
many oppositions, particularly from the Creditors' Committee,
which complains that the proposed payment to creditors under that
prepetition settlement is too low.

Steven Church, writing for Bloomberg News, reported that Ally's
8 percent bonds due in 2031 fell 1.3 percent to 130.8 cents on the
dollar minutes after the settlement was made public, according to
Trace, the bond price reporting system of the Financial Industry
Regulatory Authority.  ResCap's 6.5 percent bonds that were due in
April, fell less than 1 percent to 33.7 cents on the dollar,
according to Trace, the Bloomberg report said.  The bonds have
gained about 39 percent this year, the report noted.

The "Consenting Claimants" include American International Group,
as investment advisor for certain affiliated entities that have
filed proofs of claim in the Debtors' Chapter 11 cases; Allstate
Insurance Company and its subsidiaries and affiliates; Deutsche
Bank National Trust Company and Deutsche Bank Trust Company
Americas, each solely in its capacity as trustee, indenture
trustee, securities administrator, co-administrator, paying agent,
grantor trustee, custodian and/or similar agency capacities in
respect of certain of the residential mortgage-backed securities
trusts; Financial Guaranty Insurance Corporation; HSBC Bank USA,
N.A., solely in its capacity as trustee in respect of certain of
the RMBS Trusts; the Kessler Class Claimants; Law Debenture Trust
Company of New York, solely in its capacity as separate trustee in
respect of certain of the RMBS Trusts; Massachusetts Mutual Life
Insurance Company and its subsidiaries and affiliates; MBIA
Insurance Corporation and its subsidiaries and affiliates; certain
funds and accounts managed by Paulson & Co. Inc., holders of
Senior Unsecured Notes issued by ResCap; Prudential Insurance
Company of America and its subsidiaries and affiliates; the
Steering Committee Consenting Claimants; certain holders of the
Senior Unsecured Notes issued by ResCap; The Bank of New York
Mellon and The Bank of New York Mellon Trust Company, N.A., each
solely in its capacity as trustee, indenture trustee, securities
administrator, co-administrator, paying agent, grantor trustee,
master servicer, custodian and/or similar agency capacities in
respect of certain of the RMBS Trusts; the Talcott Franklin
Consenting Claimants; U.S. Bank National Association, solely in
its capacity as trustee, indenture trustee, securities
administrator, co-administrator, paying agent, grantor trustee,
custodian and/or similar agency capacities in respect of certain
of the RMBS Trusts; and Wells Fargo Bank, N.A., solely in its
capacity as  trustee, indenture trustee, securities administrator,
co-administrator, paying agent, grantor trustee, custodian and/or
similar agency capacities in respect of certain of the RMBS
Trusts; and Wilmington Trust, National Association, not
individually, but solely in its capacity as Indenture Trustee for
the Senior Unsecured Notes issued by ResCap.

"We are supportive of the settlement that allows Ally to move
forward," Dan Kamensky, a partner at Paulson, the largest holder
of the unsecured bonds, told Bloomberg News.  To recall, Paulson,
MBIA Insurance, and a group of securitization trusts sued for
losses tied to bad mortgages.

"Reaching this comprehensive agreement enables Ally to turn the
page on a tumultuous chapter in its history that was severely
impacted by the issues in the mortgage industry," Ally's Chief
Executive Officer Michael A. Carpenter, said in a statement.
"Putting these issues behind us is in the best interest of our
shareholders, employees and customers."

Mr. Carpenter continued, "We are focused on moving forward and
devoting our full attention and resources toward our leading
dealer financial services and direct banking franchises.  Ally
holds leading market positions in these sectors, and further
investing in these operations will enable the company to fully
thrive.

"We also remain committed to repaying the remaining investment
from the U.S. taxpayer.  Ally has paid $6.1 billion to the U.S.
Treasury to date and reaching closure on the ResCap matter is a
critical step in successfully completing our strategic
initiatives."

Ally expects to record a charge of approximately $1.55 billion in
the second quarter of 2013 related to the plan and an increase in
litigation reserves.

A hearing on the motion will be held on June 26, 2013, at 10:00
a.m. (prevailing Eastern Time).  Objections, if any, are due
June 19.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the settlement lays out in detail how much each
creditor group will receive under the plan financed in part by
Ally's settlement.

The report notes that more deadlines are in ResCap's future. The
settlement agreement itself requires the bankruptcy court to
approve by July 3.  A definitive reorganization plan and
disclosure materials must be filed by July 3.  For the settlement
to remain in effect, disclosure materials must be approved by Aug.
30, and the plan must become effective by Dec. 15.

The report discloses that the cornerstone of the plan and the
settlement are broad releases of Ally.  The releases will bind
ResCap, the creditors' committee and third parties with regard to
claims related to ResCap.  The claims to be waived include those
arising from representations and warranties. Claims by the Federal
Housing Finance Agency and the Federal Deposit Insurance Corp.
will survive.

The plan must pay Ally's secured claims in full, including
$1.13 billion under existing credit facilities.  ResCap retains
responsibility and liability for complying with the foreclosure
settlement and consent orders with the U.S. Justice Department.

ResCap will give up claims to insurance coverage.

The report also notes announcing the settlement earlier this month
headed off the public filing of the examiner's report, which was
filed under seal on May 13.  The bankruptcy judge said he will
unseal the report at the latest on July 3, or earlier when he
rules on the motion to approve the plan-support settlement.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Berkshire Bids to Open Examiner Report
-----------------------------------------------------------
Berkshire Hathaway Inc., asks the Bankruptcy Court to unseal the
report of the Court-appointed examiner Arthur J. Gonzales that was
filed under seal on May 13, 2013.

As one of the largest holders of Residential Capital, LLC's junior
secured bonds, Berkshire continues to have a significant stake in
the outcome of the Debtors' bankruptcy cases, Thomas B. Walper,
Esq., at Munger, Tolles & Olson LLP, in Los Angeles, asserts.

Berkshire believes that the plan support agreement may further
delay the public release of the Examiner's report.  Mr. Walper
further asserts that the PSA may indeed represent a fair and good
faith settlement between the Debtors and Ally Financial Inc. and
be in the best interest of creditors, but without the benefit of
the independent and comprehensive assessment of the Examiner's
report, creditors will be ill-equipped to evaluate the fairness of
the PSA and any plan of reorganization that is based upon it.

"Sealing the Examiner's Report deprives the creditors of the very
benefit of appointing an examiner: an objective and independent
assessment of the prepetition dealings between the Debtors and
Ally that lie at the heart of these bankruptcy cases.  Moreover,
blocking access to the findings and conclusions of the Examiner's
Report contravenes the statutory presumption and strong public
policy in favor of open access to documents filed in bankruptcy
cases.  Because the Examiner's Report is critical to the ability
of creditors and other stakeholders to evaluate the PSA and any
plan of reorganization, Berkshire seeks an order granting public
access to the report as soon as reasonably practicable," Mr.
Walper asserts.

Moreover, Mr. Walper argues that the Debtors' efforts to shield
the Examiner's Report from public scrutiny are inconsistent with
both the Bankruptcy Code and public policy in favor of public
access to court records.  He points out that Section 107(a) of the
Bankruptcy Code provides that documents filed with the Court are
presumptively "public records and open to examination by an entity
at reasonable times without charge."

Thomas B. Walper, Esq., Seth Goldman, Esq., and Daniel J. Harris,
Esq., at Munger, Tolles & Olson LLP, in Los Angeles, California,
argue for Berkshire.

Wendy Alison Nora, a contingent claimant, joins in Berkshire's
motion.

The proposed hearing date is June 12, 2013, at 10:00 a.m. (ET).
The proposed objection deadline is June 3.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Seeks to Cap Sr. Exec. Bonuses at $272K
------------------------------------------------------------
Judge Martin Glenn issued an order dated May 22, 2013, authorizing
Residential Capital LLC and its affiliates to pay two insiders,
upon separation from the Debtors, the severance recipient the
lesser of (i) $97,121, based upon the severances paid to non-
management employees, or (ii) the amount that is calculated based
upon a good faith estimate of the employees projected to be
terminated during the calendar year.

At the end of the calendar year, the Debtors will calculate the
mean severance payment provided to all non-management employees,
and if the Year-End Cap exceeds the amount of the Initial Cap,
then the Debtors will be entitled to pay the severance recipient
those excess amounts.

The Debtors originally requested that the statutory cap for a
severance payment to the two insiders be $136,042 per individual.

One of the executives to receive the severance pay resigned May 3
after being with the company for three years and the other is a
20-year employee who may leave by the end of May, Bill Rochelle,
the bankruptcy columnist for Bloomberg News said.  Both men had
been eligible for bonus payments approved in April.  Under two
bonus plans, the company may pay key workers as much as $7.8
million, with almost half the money going to eight top executives.
Had the men remained, they would have been "entitled to sums well
in excess of the $136,000 cap," the company said in court papers.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Pre-Trial on RMBS Trust Deal Adjourned
-----------------------------------------------------------
The final pretrial conference on the proposed $8.7 billion
settlement with residential mortgage-backed securities trusts and
the hearing on the in limine motions, Daubert motions, and motions
to preclude witnesses filed in connection with the RMBS Trust
Settlement, previously scheduled to be heard on May 23, 2013, at
2:00 p.m. (Prevailing Eastern Time) has been adjourned sine die by
Judge Glenn.

All outstanding filing deadlines related to the hearing on the
RMBS Trust Settlement are also adjourned sine die.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


REVSTONE INDUSTRIES: PBGC Wants Firm Stake In Unit's Sale
---------------------------------------------------------
Gavin Broady of BankruptcyLaw360 reported that the Pension Benefit
Guaranty Corp. asked a Delaware bankruptcy court to secure its
stake in Revstone Industry LLC's proposed sale of an aluminum
forging affiliate's assets, saying the sale plan fails to consider
the interest of two pension plan creditors.

According to the report, the agency, which is tasked with
administering the U.S.'s pension insurance program, says the
Hillsdale Hourly Pension Plan and the Hillsdale Salaried Pension
Plan are owed more than $3 million from Greenwood Forgings LLC,
and the proposed sale of that company's assets could harm the
members of the pension plans.

          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.


RITE AID: Bruce Bodaken Elected to Board
----------------------------------------
The Board of Directors of Rite Aid Corporation elected Bruce G.
Bodaken to the Board.

From 2000 through December 2012 when he retired, Mr. Bodaken, 61,
served as Chairman, President and Chief Executive Officer of Blue
Shield of California, a not-for-profit health plan and an
independent member of the Blue Cross Blue Shield Association.  Mr.
Bodaken also previously served as President and Chief Operating
Officer of BSC from 1995 to 2000 and Executive Vice President and
Chief Operating Officer from 1994 to 1995.  Prior to joining BSC,
Mr. Bodaken served as Senior Vice President and Associate Chief
Operating Officer of F.H.P., Inc., a managed care provider, from
1990 to 1994 and held various positions at F.H.P. from 1980 to
1990, including Regional Vice President.  Mr. Bodaken is currently
a director and audit committee chairman of WageWorks, Inc.

It is expected that Mr. Bodaken will be appointed to the
Nominating and Governance Committee.  Mr. Bodaken was not selected
as a Director pursuant to any arrangement or understanding with
any other person.  As a non-employee Director, Mr. Bodaken will
receive compensation in accordance with the Company's policy for
compensation as a non-employee Director.

                       About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.  The Company's balance sheet at March 2,
2013, showed $7.07 billion in total assets, $9.53 billion in total
liabilities and a $2.45 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


ROBERT GROVER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Robert A Grover, D.O., P.A.
          dba The Laser Vaginal Rejuvenation Institute
              of Bangor
          dba Maine Center for Continence and Pelvic Floor
              Disorders
          dba Bangor Women's Healthcare
        State Street Professional Building, Suite 23
        263 State Street
        Bangor, ME 04401

Bankruptcy Case No.: 13-10383

Chapter 11 Petition Date: May 20, 2013

Court: United States Bankruptcy Court
       Maine (Bangor)

Debtor's Counsel: George W. Kurr, Jr., Esq.
                  GROSS, MINSKY & MOGUL, P.A.
                  P.O. Box 917
                  Bangor, ME 04402-0917
                  Tel: (207) 942-4644
                  E-mail: gwkurr@grossminsky.com

Estimated Assets: $100,001 to $500,000

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/meb13-10383.pdf

The petition was signed by Robert A. Grover, D.O., president.


ROCKWELL MEDICAL: Prices $35MM Public Offering of Common Stock
--------------------------------------------------------------
Rockwell Medical, Inc., has priced an underwritten public offering
of 11,475,410 shares of its common stock at a price to the public
of $3.05 per share for gross proceeds of $35 million.  The net
proceeds from the sale of the shares, after deducting the
underwriters' discounts and other estimated offering expenses
payable by Rockwell, will be approximately $32.8 million.
Rockwell has also granted the underwriters a 30-day option to
purchase up to an additional 1,721,311 shares of common stock
offered in the public offering to cover overallotments, if any.

The net proceeds of the offering will be used to fund SFP clinical
trials and for other general corporate purposes.  The offering is
expected to close on or about May 20, 2013, subject to the
satisfaction of customary closing conditions.

Chardan Capital Markets, LLC, is acting as the sole book-running
manager for the offering.   Summer Street Research Partners is
acting as lead manager for the offering.  C&Co/PrinceRidge LLC is
acting as co-manager for the offering.

A shelf registration statement (File No. 333-181003) relating to
these securities was previously filed with, and declared effective
by, the Securities and Exchange Commission.  A preliminary
prospectus supplement related to the offering was filed with the
Securities and Exchange Commission on May 14, 2013.  A final
prospectus supplement describing the terms of the offering will be
filed with the Securities and Exchange Commission.  Copies of the
final prospectus supplement and accompanying prospectus relating
to the offering may be obtained, when available, by contacting
Chardan Capital Markets LLC, Attention: Scott Blakeman, Director
of Operations, 17 State Street, Suite 1600, New York, NY 10004, or
by calling (646) 465-9025. An electronic copy of the final
prospectus supplement and accompanying prospectus relating to the
offering will be available on the website of the Securities and
Exchange Commission at www.sec.gov.

A copy of the free writing prospectus is available at:

                       http://is.gd/hiKq0g

                         About Rockwell

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

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

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton
Township, Michigan, expressed substantial doubt about Rockwell
Medical's ability to continue as a going concern, citing the
Company's recurring losses from operations, negative working
capital, and insufficient liquidity.

The Company reported a net loss of $54.0 million on $49.8 million
of sales in 2012, compared with a net loss of $21.4 million on
$49.0 million of sales in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $17.0 million in total assets, $27.0 million
in total current liabilities, and a stockholders' deficit of $10.0
million.


RURAL/METRO CORP: S&P Lowers Corporate Credit Rating to 'CCC'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Scottsdale, Ariz.-based Rural/Metro Corp. to
'CCC' from 'B'.  S&P also lowered its ratings on the senior
secured and senior unsecured notes to 'CCC+' and 'CC',
respectively.  The downgrade reflects the company's deteriorating
earnings and cash flow, prompting higher borrowings on its
revolving credit and leading to very weak debt protection
measures.  S&P also revised its liquidity assessment to "weak"
reflecting sources of cash that marginally exceed uses, nominal
cash reserves and lack of revolver availability.

"The rating continues to reflect a "highly leveraged" financial
risk profile, although the company has weakened within the
category. We calculate total leverage of over 10x as of March, 31,
2013, with expectations that there could be further leveraging
over the next two to three quarters due to declining EBITDA," said
credit analyst Lucy Patricola.  "Rural/Metro, despite increasing
transports, has revised estimates of collectability on its
portfolio of contracts, prompting EBITDA expectations to slip for
the second time in three quarters.  Further, interest coverage is
now approaching 1:1, leaving no cushion for further downward
revisions in collections or any other operating disruptions.
Lastly, Rural/Metro may struggle to make the necessary capital
investments to maintain its fleet of ambulances.  S&P expects cash
flow to be extremely tight until cost savings materialize or the
company achieves some revenue growth while maintaining its current
cost structure."

S&P's negative outlook on Rural/Metro reflects its belief that
there is at least a one-third probability the company's financial
performance could deteriorate over the next quarter such that
there is risk a default within six months.  Rural/Metro has
nominal coverage of interest in its base case, and a lack of other
sources of cash in the event EBITDA or other required payments
fall short of its expectations would cause a downgrade.

While unlikely, S&P would consider an upgrade if the company's
EBITDA were to improve, leading to cash flow generation that would
enable it to meet debt service requirements, build up its cash
balance, and expand its covenant cushion.  S&P estimates this
would require quarterly EBITDA generation in excess of
$20 million.



RVB HOLDINGS: Incurs $1.2-Mil. Net Loss in First Quarter
--------------------------------------------------------
R.V.B. Holdings Ltd. reported a net loss of $1.15 million on $nil
revenue for the three months ended March 31, 2013, compared with a
net loss of $1.14 million on $31,000 of revenue for the same
period last year.

The Company's balance sheet at March 31, 2013, showed
$16.36 million in total assets, $963,000 in total liabilities, and
$15.40 million in equity.

"The Company has incurred recurring losses and negative cash flows
from operations that raise substantial doubt about its ability to
continue as a going concern.  At March 31, 2013, the Company had
cash and cash equivalents in a total amount of $1,808,000.

"The Group does not have sufficient funds to finance its
operations and working plan for the upcoming twelve months as they
fall due."

A copy of the Form 6-K is available at http://is.gd/RVoZls

Tel Aviv, Israel-based R.V.B. Holdings Ltd. (formerly B.V.R
Systems (1998) Ltd.) is an Israeli company incorporated in Israel.
The Company's ordinary shares are traded in the United States on
the Over the Counter Bulletin Board (OTC BB) under the symbol
RVBHF.OB.

RVB holds 79.6% of EER Environmental Energy Resources (Israel)
Ltd.'s share capital and 99.1% of EER's voting rights.  EER was
incorporated in Israel on May 21, 2000, as a private company
limited by shares.  EER owns know-how and rights in the field of
solid waste treatment through the use of Plasma-Gasification-
Melting (PGM) technology, an innovative approach to waste
treatment, which can be implemented, among others, for the
treatment of municipal waste, medical waste and low and
intermediate level radioactive waste,


SAC CAPITAL: Three Executives Are Said to Receive U.S. Subpoenas
----------------------------------------------------------------
Jenny Strasburg and Michael Rothfield, writing for The Wall Street
Journal, reported that the government issued subpoenas to four
senior executives of SAC Capital Advisors LP who are part of
Steven A. Cohen's inner circle, including the firm's president and
chief compliance officer, according to people familiar with the
matter.

The subpoenas, issued last week, are part of the government's
insider-trading investigation of SAC. In seeking information from
some of Mr. Cohen's most-senior and longest-serving deputies,
prosecutors are trying to increase pressure on the firm ahead of a
looming deadline to file securities-fraud charges related to
trading that involved Mr. Cohen, according to people familiar with
the matter, the WSJ report related.

Investigators are seeking to home in on internal conduits of
information, in particular the trading ideas that SAC portfolio
managers funnel up to Mr. Cohen that are used in the multibillion-
dollar stock portfolio he personally oversees?called the "Cohen
Account" in government filings, the report said.

The executives who received subpoenas include Thomas Conheeney, a
nearly 15-year employee who has been the firm's president since
2008; Steven Kessler, its compliance chief since 2005; and Solomon
Kumin, the chief operating officer, the people said, WSJ related.

Another subpoena went to Phillipp Villhauer, SAC's head of
trading, who handles much of the buying and selling of securities
directed by Mr. Cohen, according to people familiar with the firm
and details of the investigation, the report said.

As previously reported, Mr. Cohen, who founded the Stamford,
Conn., hedge-fund firm, and other executives recently received
subpoenas to testify before a grand jury, WSJ further related.
The identities of the other executives hadn't been known.

The four executives weren't available for comment, an SAC
spokesman said.  The men didn't respond to emails seeking comment.


SANITARY & IMPROVEMENT: Chapter 9 Case Summary
----------------------------------------------
Debtor: Sanitary & Improvement District No 494, Douglas County,
        Nebraska
        2120 S. 72nd Street, Suite 1200
        Omaha, NE 68124
        Tel: (402) 391-6777

Bankruptcy Case No.: 13-81167

Chapter 9 Petition Date: May 24, 2013

Court: U.S. Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Martin P. Pelster, Esq.
                  CROKER, HUCK, KASHER, DEWITT, ANDERSON &
                  GONDERINGER, LLC
                  2120 So. 72nd Street, Suite 1200
                  Omaha, NE 68124
                  Tel: (402) 391-6777
                  Fax: (402) 390-9221
                  E-mail: mpelster@crokerlaw.com

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

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

The petition was signed by Charles W. Buell, chairman ? board of
trustees.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Robert Huck                        --                     $204,895
2120 S. 72nd Street Suite 1200
Omaha, NE 68124

D.A. Davidson                      --                     $168,355
1111 N. 102nd Court, #300
Omaha, NE 68114

D A Davidson as Custodian for      --                     $155,779
John Kuehl IRA
16313 Himebaugh Circle
Omaha, NE 68116

David Abboud                       --                     $153,130

First Westroads Bank               --                     $151,834

D A Davidson as Custodian for      --                     $147,005
Karen Harn IRA

David Bailis and Lea Bailis        --                     $134,755

Lynn Grant and Bonnie Grant        --                     $130,510

D A Davidson as Custodian for      --                     $122,504
Donald Gary Kathol IRA

Susan Grant                        --                     $121,235

Richard B. Peterson, Trustee       --                     $116,379

D A. Davidson as Custodian for     --                     $106,179
Dan Smith IRA

Frank Blank, Trustee               --                      $98,003

Michael Hogan                      --                      $76,237

Richard Vomacka and Virgina        --                      $67,377
Vornacka

John Kuehl and Patricia Kuehl      --                      $65,620

Margaret Jones                     --                      $61,252

Milton Saylan and Rosalie          --                      $55,127

Josephine Mierendorf, Trustee      --                      $42,877

J G Verzal                         --                      $36,751


SBA COMMUNICATIONS: Moody's Affirms 'Ba3' CFR, Outlook Negative
---------------------------------------------------------------
Moody's Investors Service raised SBA Communications Corporation's
Speculative Grade Liquidity (SGL) rating to SGL-1 from SGL-2 and
affirmed the Ba3 Corporate Family Rating, Ba3-PD Probability of
Default Rating and the instrument ratings. The rating outlook
remains negative.

Rating Upgraded:

Issuer: SBA Communications Corporation

Speculative Grade Liquidity, to SGL-1 from SGL-2

Ratings Affirmed:

Issuer: SBA Communications Corporation

Corporate Family Rating -- Ba3

Probability of Default -- Ba3-PD

$500 Million Senior Notes due 2019 - B2 (LGD-6, 93%)

Issuer: SBA Senior Finance II, LLC

$770 Million Senior Secured Revolving Credit Facility due May 2017
- Ba2, LGD assessment revised to (LGD-3, 41%)

$200 Million ($193 Million outstanding) Senior Secured Term Loan A
due May 2017 - Ba2, LGD assessment revised to (LGD-3, 41%)

$500 Million ($180 Million outstanding) Senior Secured Term Loan B
due June 2018 - Ba2, LGD assessment revised to (LGD-3, 41%)

$300 Million ($110 Million outstanding) Senior Secured Incremental
Term Loan B due September 2019 - Ba2, LGD assessment revised to
(LGD-3, 41%)

Issuer: SBA Telecommunications, Inc.

$244 Million 8.25% Senior Notes due August 2019 -- B1, LGD
assessment revised to (LGD-5, 80%)

$800 Million 5.75% Senior Notes due July 2020 -- B1, LGD
assessment revised to (LGD-5, 80%)

Ratings Rationale:

The upgrade of the SGL reflects SBAC's very good liquidity driven
by the recent cash settlement of the 1.875% convertible notes due
May 2013 (approximately $795 million) and repayment of the entire
outstanding balance under the $770 million revolving credit
facility ($100 million) combined with the $70 million increase in
revolver capacity. In April 2013, SBAC completed a $1.33 billion
multi-tranche asset backed securitization (ABS). Proceeds were
used to fund the convertible notes and extinguish revolver debt,
as well as repay $311 million of the 2011 Term Loan B and $189
million of the 2012-2 Term Loan B.

The SGL revision also considers Moody's expectation for improved
free cash flow generation and greater headroom under the company's
maintenance covenants over the next twelve months due to strong
EBITDA performance. Despite higher capex, Moody's believes SBAC
will maintain healthy cash levels of least $200 million (cash
balances were $153 million as of March 2013) over the coming year
as a result of cash received from unwinding the convertible note
hedges.

SBAC's Ba3 CFR reflects the company's high adjusted debt to EBITDA
financial leverage relative to peers, which is due in large part
to two sizable debt-financed acquisitions completed in short
succession last year. The rating does consider SBAC's scale as
well as the stability of much of its revenue base and cash flow
generation, which are predominantly derived from high entry
barriers and its contractual relationships with the largest
wireless operators in the US. Moody's believes the fundamentals of
the wireless tower sector will remain favorable over the next
several years which should lead to EBITDA expansion, deleveraging
to a range of 7.75x to 8.5x by 2014 and improving free cash flow
relative to debt.

Rating Outlook

The negative rating outlook reflects the additional risk that SBAC
will face in restoring its financial profile that supports its Ba3
Corporate Family Rating. Occurring only six months after the
acquisition of Mobilitie, the October 2012 purchase of TowerCo
increased SBAC's Moody's adjusted debt to EBITDA leverage above
9.0x. In addition, as the recently acquired properties have a
lower tenancy ratio, the company's cash generation relative to
debt will remain near the downgrade triggers until SBAC is able to
add more wireless carriers on the newly acquired towers.

What Could Change the Rating - Down

Ratings could be downgraded if weakening industry fundamentals or
SBAC's aggressive expansion plans are expected to result in the
following Moody's adjusted key credit metrics on a sustained
basis: debt to EBITDA above 8.5x, (EBITDA-Capex) interest coverage
in the 1x to 1.3x range and free cash flow to debt in the low
single digits.

What Could Change the Rating - Up

The rating outlook could be stabilized if SBAC demonstrates EBITDA
expansion and leverage in a range of 7.75x to 8.5x (Moody's
adjusted) as well as free cash flow relative to debt of at least
5% (Moody's adjusted). While unlikely over the near-term, ratings
may be considered for an upgrade if SBAC delivers the following
Moody's adjusted key credit metrics on a sustained basis: debt to
EBITDA of 7x, (EBITDA-Capex) interest coverage approaching 2x and
free cash flow to debt greater than 5%.

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

Headquartered in Boca Raton, Florida, SBA Communications
Corporation, through its wholly-owned operating subsidiaries, is
the third largest independent operator of wireless tower assets in
the US. The company derives its revenue by leasing space on its
17,539 towers in North, Central and South America to wireless
service providers, with the remaining revenue derived from its
site development business, which provides network services
relating to sites or wireless infrastructure for customers.
Revenue totaled $1.08 billion for the twelve months ended March
31, 2013.


SCHOOL SPECIALTY: Plan Confirmed; Lenders Become Owners
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that School Specialty Inc. overcame spirited opposition to
win the signature of the bankruptcy judge May 23 on a confirmation
order approving the Chapter 11 reorganization plan.

The cramdown process was required for confirmation of the plan
because the class of general unsecured creditors had only $2.6
million, or 62.4 percent, voting in favor, where a two-thirds
vote in amount of claims is required.  Unsecured trade suppliers
had 94 percent, or $24.9 million, voting "yes."

In a statement, the company said it expects to consummate the plan
and exit bankruptcy within two weeks.

For a predicted full recovery, the plan gives 87.5 percent of the
reorganized company's stock to lenders who provided $155 million
in replacement financing.  Noteholders owed $170.7 million are
receiving the other 12.5 percent of the stock, for an estimated 6
percent recovery.  Trade suppliers, with $35.6 million in claims,
receive 20 percent in cash, although not until almost seven years
after confirmation.  Their claims in the meantime will accrue
interest at 5 percent.  Alternatively, trade suppliers who
continue to provide trade credit will be paid 45 percent in about
seven years, with interest accruing at 10 percent.

Among the opponents, holders of $17 million of the $157.5 million
in 3.75 percent convertible subordinated debentures wanted the
opportunity to purchase part of the bankruptcy financing at full
value and participate in buying the lion's share of the new
equity.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.


SCHOOL SPECIALTY: S&P Assigns Prelim. 'B' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B' corporate credit rating to educational product and
equipment distributor School Specialty Inc. (SSI) following the
confirmation of Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code.  At the same time, S&P assigned its preliminary
'B' issue-level rating to SSI's proposed $145 million term loan
facility due 2019, with a preliminary '3' recovery rating,
indicating S&P's expectation of meaningful (50% to 70%) recovery
for lenders under its simulated default scenario.  The outlook
is stable.

"The preliminary ratings are subject to SSI's timely emergence
from bankruptcy and the consummation of its plan of reorganization
while remaining in line with our expectations," said credit
analyst Christine Barto.  "Moreover, these ratings are also
subject to review of the final loan documentation."

The stable outlook reflects S&P's expectation that credit
protection measures will improve over the next year as SSI emerges
from bankruptcy protection with a stronger balance sheet and a
more favorable end market environment.  S&P expects liquidity to
remain adequate with ample availability under the ABL revolver and
for there to be sufficient covenant headroom over this timeframe.

S&P could consider a negative rating action if the company's
credit metrics deteriorate such that total leverage approaches the
6x area on a sustained basis.  This situation could occur if the
company were to experience a 100 basis point (bps) deterioration
in gross margin as a result of competitive pressures, a delay in
realizing operating synergies that causes operating expenses to
exceed S&P's expectations by approximately 200 bps, or a
combination of these factors.

Although unlikely over the next 12 months, S&P could consider an
upgrade if, in its assessment, it has determined that the
company's financial risk profile has improved to "aggressive" from
"highly leveraged".  This could occur if the company were to pay
down debt and/or exhibit operational improvement such that
leverage approaches the mid-4x area on a sustained basis.


SEA TRAIL: Authorized to Incur Financing for Insurance Premium
--------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina authorized Sea Trail
Corporation to obtain postpetition financing of insurance premium.

East Coast Premium Finance extended financing to the Debtor
pursuant to the Premium Finance Agreement.

An objection to the Debtor's motion was filed by the Bankruptcy
Administrator, which was resolved at the hearing.

The Debtor is authorized and directed to (i) pay ECPF all sums due
or to become due pursuant to the agreement; (ii) grant ECPF liens
and security interests.

In the event that the Debtor defaults upon any of the terms of the
agreement, ECPF may, without moving for relief from the automatic
stay, and without further order of the Court, exercise such rights
as it would have under state law but for the pendency of the
proceeding, cancel all insurance policies identified in the
agreement or any amendment thereto.

                    About Sea Trail Corporation

Sunset Beach, North Carolina-based Sea Trail Corporation owns and
operates the Sea Trail Golf Resort and Conference Center.  The
Debtor's business operations are comprised of three operating
divisions, including the golf division, the convention and resort
division, and the real estate division.

Sea Trail filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
11-07370) on Sept. 27, 2011, in Wilson, North Carolina.  The
Debtor reported $34,222,281 in assets and $22,174,201 in
liabilities as of the Chapter 11 filing.  Stubbs & Perdue P.A. is
the Debtors' attorney.  McIntyre, Paradis, Wood & Company CPA's
PLLC is the Debtor's accountants.  The Finley Group, Inc., is the
Debtor's financial consultant.

Sea Trail Corporation's official committee of unsecured creditors
retained J.M. Cook and his firm, J.M. Cook, P.A., as counsel.

In October 2012, Bankruptcy Judge Stephani W. Humrickhouse
confirmed the First Amended Plan of Reorganization that Sea Trail
filed on Sept. 20, 2012.


SEA TRAIL: Bankruptcy Administrator Wants Ch. 11 Case Dismissed
---------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Eastern District of
North Carolina asks the Court to dismiss the Chapter 11 case of
Sea Trail Corporation.

The Bankruptcy Administrator explains that Debtor has the
inability to effectuate substantial consummation of a confirmed
plan.

The Bankruptcy Administrator notes that the Court entered an order
confirming Plan on Oct. 23, 2012, and entered an amended order
confirming Plan on Dec. 3, 2012.  The Effective Date was
contingent upon a sale that has not occurred.

                    About Sea Trail Corporation

Sunset Beach, North Carolina-based Sea Trail Corporation owns and
operates the Sea Trail Golf Resort and Conference Center.  The
Debtor's business operations are comprised of three operating
divisions, including the golf division, the convention and resort
division, and the real estate division.

Sea Trail filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
11-07370) on Sept. 27, 2011, in Wilson, North Carolina.  The
Debtor reported $34,222,281 in assets and $22,174,201 in
liabilities as of the Chapter 11 filing.  Stubbs & Perdue P.A. is
the Debtors' attorney.  McIntyre, Paradis, Wood & Company CPA's
PLLC is the Debtor's accountants.  The Finley Group, Inc., is the
Debtor's financial consultant.

Sea Trail Corporation's official committee of unsecured creditors
retained J.M. Cook and his firm, J.M. Cook, P.A., as counsel.

In October 2012, Bankruptcy Judge Stephani W. Humrickhouse
confirmed the First Amended Plan of Reorganization that Sea Trail
filed on Sept. 20, 2012.


SELECT TREE: June 3 Hearing on Motion to Convert Case
-----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
will convene a hearing on June 3, 2013, at 10 a.m., to consider
Evans Bank, N.A.'s motion to convert the Chapter 11 case of Select
Tree Farms, Inc. to one under Chapter 7 of the Bankruptcy Code.

According to Evans Bank, cause exists because there is a
substantial or continuing loss or diminution of the estate and the
absence of a reasonable likelihood of rehabilitation.

Evans Bank notes that:

   1. all of the personal property assets of the Debtor have been
sold to Akron tree pursuant to the Article 9 sale.  The vast
majority of the real property of the Debtor has either been sold
or is being foreclosed upon.  Accordingly, there is no business
enterprise left to rehabilitate.

   2. there is no feasible or acceptable resolution to the dire
financial circumstances of the Debtor has been proposed despite
negotiations with the Debtor and George A. Schictel, the principal
of Schichtel's Nursery; and

   3. there is no feasible plan of reorganization.

Evans Bank adds that the Debtor was formed by Mr. Schichtel for
the purpose of operating the tree nursery.

                     About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).  Ms. Schichtel suffered a stroke around
October 2012 and became comatose and was intubated.  She passed
away Nov. 14, 2012.

Judge Carl L. Bucki presides over the case.  William F. Savino,
Esq., and Beth Ann Bivona, Esq., at Damon Morey LLP, serve as the
Debtors' counsel.  NextPoint LLC serves as the Debtors' financial
advisor.

Garry M. Graber, Esq., and Steven W. Wells, Esq., at Hodgson Russ
LLP, represent Evans Bank, N.A., the primary secured creditor.


SERRON INVESTMENTS: Case Summary & 2 Unsecured Creditors
--------------------------------------------------------
Debtor: Serron Investments, Inc.
        7318 Topanga Cyn #210
        Canoga Park, CA 91303

Bankruptcy Case No.: 13-13428

Chapter 11 Petition Date: May 20, 2013

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Chris Conkle, Esq.
                  LAW OFFICES OF CHRIS CONKLE
                  4018 Tilden Ave Ste D
                  Culver City, CA 90232

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

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

The Company's list of its largest unsecured creditors contains
only two entries.  A copy of the document is available for free at
http://bankrupt.com/misc/cacb13-13428.pdf

The petition was signed by Oscar Broederlow, secretary.


SOLAR POWER: Delays 1st Quarter Form 10-Q for Accounting Issues
---------------------------------------------------------------
Solar Power, Inc., was unable to file its interim report on Form
10-Q for the three months ended March 31, 2013, within the
prescribed time period due to accounting issues related to its
Italian operations and subsequent delays in completing the
required consolidation under U.S. GAAP.  The process of compiling
and disseminating the information required to be included in the
Form 10-Q for the relevant fiscal period, as well as the
completion of the required review of its financial information,
could not be completed without incurring undue hardship and
expense.

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power disclosed a net loss of $25.42 million in 2012, as
compared with net income of $1.60 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $162.82 million in total
assets, $138.70 million in total liabilities and $24.12 million in
total stockholders' equity.

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a current year net loss of $25.4
million, has an accumulated deficit of $23.8 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and material adverse change and
default clauses in certain debt facilities under which the banks
can declare amounts immediately due and payable.  Additionally,
the Company's parent company LDK Solar Co., Ltd, has experienced
financial difficulties, which among other items, has caused delays
in project financing.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.


SPENDSMART PAYMENTS: Delays Form 10-Q for First Quarter
-------------------------------------------------------
The Spendsmart Payments Company notified the U.S. Securities and
Exchange Commission regarding the delay in the filing of its
quarterly report for the period ended March 31, 2013.  The Company
said it had difficulty with XBRL and this required additional
setup time and processing.

               About The SpendSmart Payments Company

The SpendSmart Payments Company, Inc. (OTCQB: SSPC) -- Making
Money Smarter -- is developing a number of payment solution
options to serve the specific needs of a range of demographic
groups both in the U.S. and internationally.  The Company's
payment card products include a card solution for parents who want
to help their teens develop smart spending habits.  This card is
an instantly trackable, reloadable MasterCard prepaid card that
lets parents and teens track spending in real time.  Features
include the ability to instantly lock, unlock and reload the card
at any time; text alerts to parents and teens showing real-time
transaction details with each purchase; and the freedom and
security of a MasterCard prepaid card without the risk of
overdrafts, accruing debt or affecting credit scores.  The
SpendSmart Payments Company provides parents with a modern way to
help teach their teens financial responsibility, when it counts.

BillMyParents incurred a net loss and comprehensive net loss of
$25.71 million for the year ended Sept. 30, 2012, compared with a
net loss and comprehensive net loss of $14.21 million during the
prior year.

BDO USA, LLP, in La Jolla, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2012.

The Company's balance sheet at Dec. 31, 2012, showed $6.80 million
in total assets, $18.13 million in total liabilities, all current,
$8.36 million in redeemable series B convertible preferred stock,
$1.03 million in redeemable common stock, and a $20.73 million
total stockholders' deficit.


SPRINGLEAF FINANCE: Prepays $500MM Under 2011 Credit Facility
-------------------------------------------------------------
Springleaf Financial Funding Company prepaid, without penalty or
premium, $500 million under its Amended and Restated Credit
Agreement, dated as of May 10, 2011, among the Borrower,
Springleaf Finance Corporation, the Subsidiary Guarantors party
thereto, Bank of America, N.A., and the Other Lenders party
thereto, et al.

Following the prepayment, the current outstanding principal amount
under the Credit Agreement totaled $2.535 billion.

                    About Springleaf Finance

Evansville, Indiana-based Springleaf Finance Corporation is a
financial services holding company with subsidiaries engaged in
the consumer finance and credit insurance businesses.  The Company
provides secured and unsecured personal loans to customers who
generally need timely access to cash and also offers associated
insurance products.  At Dec. 31, 2012, SLFC had $11.7 billion of
net finance receivables due from over 973,000 customer accounts
and $3.4 billion of credit and non-credit life insurance policies
in force covering over 630,000 customer accounts.

At Dec. 31, 2012, the Company had 852 branch offices in the United
States, Puerto Rico, and the U.S. Virgin Islands.

Springleaf Finance reported a net loss of $220.7 million on net
interest income (before provision for finance receivable losses)
of $625.3 million in 2012, compared with a net loss of
$224.7 million on net interest income (before provision for
finance receivable losses) of $601.2 million in 2011.

The Company's balance sheet at March 31, 2013. showed $14.60
billion in total assets, $13.33 billion in total liabilities and
$1.26 billion in total shareholders' equity.

                          *     *     *

As reported in the TCR on March 3, 2013, Standard & Poor's Ratings
Services splaced its ratings on SLFC, including its 'CCC/C' issuer
credit ratings, on CreditWatch with positive implications.


STORY BUILDING: Wells Fargo Withdraws Dismissal Bid, to Back Plan
-----------------------------------------------------------------
Story Building, LLC, and Wells Fargo Bank, N.A., ask the U.S.
Bankruptcy Court for the Central District of California to approve
an agreement that resolves disputed issues surrounding
confirmation of the Third Amended Plan of Reorganization.

The agreement provides for, among other things:

   1. The parties will file with the Court (i) the Plan Support
      Agreement Motion and modified Plan no later than June 1,
      2013;

   2. The hearing on confirmation of the Modified Plan  will be
      further continued to the first available date convenient to
      the Court's calendar after July 14.

   3. The deadline for creditors to submit ballots will be
      continued to July 1, at 12 p.m.

   4. The lender stipulates, covenants and agrees that will not
      file, sponsor, encourage, support or cause to be filed any
      competing plan of reorganization or liquidation until or
      after June 1.

A June 20, 2013, hearing at 10:30 a.m., has been set.

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

Wells Fargo, as trustee for the Registered Holders of J.P. Morgan
Chase Commercial Mortgage Securities Corp., notified the Court
that it has withdrawn its motion to dismiss the case of the
Debtor.

                      About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., who has an office in Los Angeles, California,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $19,421,024 in assets and $16,500,721 in liabilities as
of the Chapter 11 filing.  There was no official committee of
unsecured creditors appointed in the Debtor's case.

The Debtor has filed a plan providing for distributions to be
funded primarily from operations of the Story Building property,
and the new value contribution.  The Debtor's interest holder has
agreed to provide $160,000.

Under the Plan, distributions will be funded primarily from
operations of the Story Building property, and the new value
contribution.  The Debtor's interest holder has agreed to provide
$160,000.

The Plan provides that the Reorganized Debtor will not use net
rental income to pursue litigation against Liftech or Broadway,
absent the express written consent of Wells Fargo Bank, N.A., a
National Banking Association.  The Reorganized Debtor will not use
net rental income to pursue any rights of action against Wells.
The Reorganized Debtor will not use Net Rental Income to pay any
other classes of claims junior to Class 1A until after Class 1A is
paid in full.


SUNTECH POWER: Receives NYSE Notice Regarding 2012 Annual Report
----------------------------------------------------------------
Suntech Power Holdings Co., Ltd., has received a notification from
the New York Stock Exchange that it has failed to timely file its
Form 20-F for the fiscal year ended Dec. 31, 2012.  The Company
had previously announced on May 1, 2013, that it required
additional time to complete its 2012 Annual Report and will delay
the filing beyond the deadline of April 30, 2013.  The Company is
working diligently to complete these assessments and file restated
financials for 2010 and 2011, as well as the 2012 Annual Report,
as soon as practicable.

The NYSE has indicated that it will closely monitor the status of
the Company's late filing and related public disclosures for up to
a six-month period from its due date.  If the Company fails to
file its annual report within six months from the filing due date,
the NYSE may allow the Company's securities to trade for up to an
additional six months.

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

As reported by the TCR on March 20, 2013, Suntech Power Holdings
Co., Ltd., has received from the trustee of its 3% Convertible
Notes a notice of default and acceleration relating to Suntech's
non-payment of the principal amount of US$541 million that was due
to holders of the Notes on March 15, 2013.  That event of default
has also triggered cross-defaults under Suntech's other
outstanding debt, including its loans from International Finance
Corporation and Chinese domestic lenders.


SUSSER HOLDINGS: S&P Withdraws 'B+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including the 'B+' corporate credit rating, on Texas-based Susser
Holdings LLC.  S&P withdrew the ratings at the company's request
after it refinanced its senior notes due 2016, using cash on hand
and borrowings under its revolving credit facility.  S&P do not
rate the revolving credit facility.


TARGUS GROUP: S&P Alters Outlook to Negative & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Anaheim, Calif.-based Targus Group International Inc. to negative
from stable.  At the same time, S&P affirmed the 'B' corporate
credit rating on Targus.

S&P also affirmed its issue-level rating on the $190 million
senior secured term loan due 2016 at 'B'.  The '4' recovery rating
on this term loan indicates S&P's expectation for average (30% to
50%) recovery in the event of payment default.

The outlook revision to negative reflects S&P's belief that
continued weak operating performance could persist, resulting in
covenant cushion declining and remaining below 15%, which could
constrain liquidity," said Standard & Poor's credit analyst
Stephanie Harter.

Targus' adjusted EBITDA margin has fallen about 60 basis points
over the 12 months ended March 31, 2013, compared to the prior-
year period, reflecting less favorable channel mix and lower
volumes.  S&P believes the company could avoid further margin
erosion as a result of potential higher sales volumes from new
products that are expected to launch later this calendar year, in
addition to reduced operating costs.

"Our assessment of the company's ratings incorporate its high debt
burden, aggressive financial policy, and our estimates that
Targus' credit measures reflect the indicative ratios
corresponding to a "highly leveraged" financial risk profile
(including debt to EBITDA over 5x and funds from operations [FFO]
to debt of less than 12%).  Our ratings also factor in Targus'
narrow product focus, participation in the highly competitive and
fragmented computer case and accessories industry, and heavy
reliance on new product launches and consumer spending.  However,
we believe Targus benefits from top market positions and favorable
long-term growth prospects for notebook computer and other mobile
electronic device sales globally," S&P said.


THOMPSON CREEK: S&P Alters Outlook to Positive & Affirms CCC+ CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
mining company Thompson Creek Metals Co. Inc. to positive from
negative.  At the same time, Standard & Poor's affirmed its
ratings, including its 'CCC+' long-term corporate credit rating,
on the company.

"We base the outlook revision on our expectations for reduced
liquidity strain and improving visibility on next year's free cash
flow generation and credit metrics," said Standard & Poor's credit
analyst George Economou.

The ratings on Thompson Creek reflect what Standard & Poor's views
as the company's highly leveraged financial risk profile, with a
heavy debt burden and negative free cash flow generation.  S&P
views Thompson Creek's business risk profile as vulnerable due to
its reliance on volatile molybdenum prices; limited operating
diversity; and the capital intensity of its operations.  Partially
offsetting these factors, in Standard & Poor's opinion, are the
company's long reserve lives at its Endako mine and Mt. Milligan
project.

The commissioning of the Mt. Milligan copper-gold project should
provide much-needed support to Thompson Creek's business risk
profile given the adverse impact that contemporary molybdenum
prices have had on its long-term profitability and production from
existing operating assets.  S&P believes that the copper-gold
output from Mt. Milligan reduces the company's reliance on the
foundering steel market conditions that have weighed on molybdenum
prices in the past few years.  As a result, the diversification
benefits to the asset portfolio should help minimize earnings
fluctuations, given that Mt. Milligan's prospective better-than-
average cost position should provide a sturdier cushion against
lower metals prices.  The project should also solidify long-term
profitability and output at a time when low molybdenum prices are
clouding output visibility at the company's Thompson Creek mine in
Idaho beyond next year.

The positive outlook reflects S&P's view that it could upgrade
Thompson Creek if its Mt. Milligan project makes good progress in
ramping-up production in the latter part of this year, reinforcing
S&P's views for a much improved financial risk profile in 2014.
Under S&P's base-case scenario, it expects a sharp upswing in free
operating flow generation next year, with an adjusted debt-to-
EBITDA leverage ratio that declines well below 5.0x and FFO-to-
debt above 12% -- two key indicative ratios for a typical highly
leveraged financial risk profile.

S&P could revise the outlook to stable if execution challenges or
weaker-than-expected economics at its Mt. Milligan project were to
lead to a much slower ramp-up of output, ushering in a prolonged
period of highly leveraged credit measures and minimal free
operating cash flow generation.


TRIBUNE CO: Objects to Late Rep.'s $20MM Ch. 11 Claim
-----------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that reorganized
media conglomerate Tribune Co. objected Thursday to a $20 million
claim in its bankruptcy case made by the estate of the late former
U.S. Rep. Parren Mitchell over a dismissed 2002 invasion of
privacy lawsuit against the Baltimore Sun and two reporters,
saying the claim has no merit.

According to the report, Tribune, which owns the Sun, argued that
the claim has no merit because the suit had already been tossed in
the Maryland Circuit Court for failure to prosecute days before
Mitchell's estate filed.

                         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.


TUOMEY HEALTHCARE: S&P Lowers Rating on Series 2006 Bonds to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on South
Carolina Jobs Economic Development Authority's series 2006 revenue
bonds, issued for Tuomey Healthcare System, two notches to 'BB'
from 'BBB-'.  The outlook is negative.

On May 8, 2013, the courts found Tuomey Healthcare violated the
Stark Law and the False Claims Act during a retrial of a previous
case.  While the full ramifications of the court ruling are
currently unknown, the government could potentially seek
significant damages:  Early reports indicate damages could range
from $40 million to more than $300 million in fines due to nearly
22,000 claims that violated the False Claims Act.

The negative outlook reflects Standard & Poor's opinion of the
uncertainty around Tuomey's ongoing litigation with the federal
government and continued operating volatility.

"We believe a $40 million settlement is affordable at the 'BB'
rating barring any changes to Tuomey's current operational
performance and enterprise profile; we, however, believe any
settlements beyond $40 million would cause us to reassess Tuomey's
financial profile and could cause us to lower the rating further,"
said Standard & Poor's credit analyst Margaret McNamara.  "We
could revise the outlook to stable if the legal liability were
limited to $40 million with no further settlements possible
because we believe that outcome would not materially affect
Tuomey's balance sheet and that Tuomey would have sufficient
reserves at the current rating level."

Standard & Poor's has limited information on what the system plans
to do next, the final amount of damages, and a payment time line.
In a public notice to bondholders, Tuomey indicates that depending
on the fines imposed on the organization, it could reasonably
expect not to comply with certain financial covenants set forth in
the master trust indenture; in addition, if the amount of the
judgment were tripled, and if statutory penalties were assessed,
Tuomey reasonably expects it could be rendered insolvent.  Since
this case is still ongoing, Standard & Poor's cannot predict the
ultimate outcome of this matter; due to the level of uncertainty
surrounding this case, however, the rating service believes a
lower rating is currently warranted.  Standard & Poor's also
recognizes that Tuomey has absorbed significant legal costs to
date; the rating service thinks this could continue if the case is
unresolved, which could continue to hamper operating performance.


TWIN RIVER: S&P Retains 'BB-' Rating on Sr. Sec. Credit Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' issue-level
rating on Twin River Worldwide Holdings Inc.'s senior secured
credit facility is unchanged following the reduction in the
principal amount relative to the amount originally planned as part
of the transaction and the exclusion of the proposed dividend to
its owners as part of the refinancing transaction.  The recovery
rating on this debt also remains unchanged, at '3', indicating
S&P's expectation for meaningful (50% to 70%) recovery in the
event of a payment default.

The company has entered into a new credit facility, comprised of a
$220 million term loan and $25 million revolver due 2018, lower
than the $285 million credit facility ($260 million term loan and
$25 million revolver) originally proposed.  The company used the
proceeds from the new credit facility to refinance the outstanding
balance on its prior credit facility and pay fees and expenses
related to the transaction.

S&P's 'BB-' corporate credit rating reflects its assessment of the
company's financial risk profile as "significant" and S&P's
assessment of the company's business risk profile as "vulnerable."

"Our assessment of Twin River's financial risk profile as
significant reflects its strong liquidity profile and our
expectation that credit measures will gradually improve over the
next few years, because we expect the company to largely apply
positive free operating cash flow (FOCF) to debt repayment.  Our
rating incorporates a scenario where, once casinos in
Massachusetts are fully operational, Twin River faces a decline
from its peak level of EBITDA in the 40% area.  Under this long-
term forecast, we believe leverage could increase to about 3x.
Although credit measures weaken under this scenario, leverage
remains within our 4x leverage threshold at the current rating,"
S&P said.

"Our assessment of the company's business risk profile as
vulnerable reflects its reliance on a single property for cash
flow, despite the property's favorable location; competitive
dynamics in the region; and the stringent revenue allocation
structure imposed by the State of Rhode Island on video lottery
terminal (VLT) win, which limits profitability.  Twin River's
business risk profile also reflects our expectation for a
substantial increase in competition located in Massachusetts in
2016, which we expect will result in a meaningful decline in the
customer base and cash flow generation, despite some mitigation
from the addition of table games at the property," S&P added.

RATINGS LIST

Twin River Worldwide Holdings Inc.
Corporate Credit Rating                 BB-/Stable/--

Ratings Unchanged

Twin River Management Group Inc.
Senior Secured
  $220M* term loan due 2018              BB-
   Recovery Rating                       3
  $25M* revolver due 2018                BB-
   Recovery Rating                       3

*Previously a $260M term loan and a $25M revolver.


UNIFIED 2020: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Unified 2020 Realty Partners, LP, disclosed in its schedules of
assets and liabilities the following:

                                 Assets       Liabilities
                               ------------   -----------
A. Real Property              $105,000,000
B. Personal Property            34,253,409
C. Property Claimed as
      Exempt                              0
D. Creditors Holding
      Secured Claims                          $21,855,354
E. Creditors Holding
      Unsecured Priority
      Claims                                             0
F. Creditors Holding
      Unsecured Nonpriority
      Claims                                    9,739,846
                               ------------   -----------
     TOTAL                      $44,753,409   $31,595,200

Full-text copies of the Schedules are available for free
at http://bankrupt.com/misc/UNIFIED2020sal0520.pdf

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $34 million in total assets and $21 million in
liabilities.  The Debtor says it owns and leases infrastructure
critical to telecommunications companies and data center
facilities.  The Debtor is represented by Arthur I. Ungerman,
Esq., in Dallas.  Judge Stacey G. Jernigan presides over the
Chapter 11 case.


UNIFIED 2020: Hearing on Further Access to Cash Thursday
--------------------------------------------------------
Unified 2020 Realty Partners, LP, sought and obtained authority
from the U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, to collect and receive all accounts receivable
and enter into all agreements necessary to allow the Debtor to use
United Central Bank's Cash Collateral until May 30, 2013.  A
hearing on the Debtor's continued use of Cash Collateral will also
be held on that day.

The cash collateral will be used to continue the Debtor's ongoing
operations, which involves the ownership and leasing of
infrastructure critical to telecommunications companies and data
center facilities.  The Debtor said it has no outside sources of
funding available to it and must rely on the use of cash
collateral to continue its operations.

Prior to entry of the order, the Bank objected to the Debtor's use
of the Cash Collateral and asked the Court to direct the Debtor to
segregate all cash collateral of the Bank and account for all Bank
cash collateral.

Kerry S. Alleyne-Simmons, Esq., at Arthur Ungerman, in Dallas,
Texas, represents the Debtor.  Peter C. Lewis, Esq., and Jacob W.
Sparks, Esq., at Scheef & Stone, LLP, in Dallas, Texas, represent
the Bank.

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $34 million in total assets and $21 million in
liabilities.  The Debtor says it owns and leases infrastructure
critical to telecommunications companies and data center
facilities.  The Debtor is represented by Arthur I. Ungerman,
Esq., in Dallas.  Judge Stacey G. Jernigan presides over the
Chapter 11 case.


UNITEK GLOBAL: Delays Q1 Form 10-Q Due to Restatements
------------------------------------------------------
UniTek Global Services, Inc., continues to experience delays in
completing the preparation of its financial statements,
Management's Discussion and Analysis of Financial Condition and
Results of Operations and other components of its annual and
quarterly reports on Form 10-Q and 10-K due to its ongoing process
of preparing restated financial statements.  As a result, it was
not able to file its Quarterly Report on Form 10-Q for the quarter
ended March 30, 2013, within the prescribed time period.

As previously reported, on March 27, 2013, the Company filed a
Notification of Late Filing on Form 12b-25 with the Securities and
Exchange Commission to disclose that it had experienced delays in
completing the preparation of its financial statements,
Management's Discussion and Analysis of Financial Condition and
Results of Operations and other components of its Annual Report on
Form 10-K for the year ended Dec. 31, 2012, due to its Audit
Committee's ongoing review of certain accounting issues regarding
revenue recognition at its Pinnacle Wireless division.  On
April 12, 2013, the Company filed a Current Report on Form 8-K
with the SEC in which it reported additional information regarding
the accounting issues.  The Company is currently working to
prepare and file restated consolidated financial statements as of
and for the interim periods ended March 31, 2012, June 30, 2012
and Sept. 29, 2012, the interim period ended October 1, 2011 and
the fiscal year ended Dec. 31, 2011, as well as its consolidated
financial statements for the year ended Dec. 31, 2012.

                        About UniTek Global

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

As reported by the TCR on April 23, 2013, Moody's Investors
Service lowered all of Unitek Global Services, Inc.'s credit
ratings by two notches including its Corporate Family Rating to
Caa1 from B2.  These actions follow the company's announcement
that as a result of revenue recognition issues at its Pinnacle
Wireless division, Unitek's previously issued consolidated
financial statements dating back to the interim period ended
Oct. 1, 2011, should no longer be relied upon, including with
regards to the effectiveness of internal control over financial
reporting.

In the April 19, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc., to 'CCC' from 'B+'.  "The
rating actions follow UniTek's report that certain employees
in its Pinnacle Wireless subsidiary engaged in fraud that resulted
in improper revenue recognition," said Standard & Poor's credit
analyst Michael Weinstein.


UNITEK GLOBAL: Moody's Cuts CFR to Caa2 Following DirecTV Notice
----------------------------------------------------------------
Moody's Investors Service lowered Unitek Global Services, Inc.'s
Corporate Family Rating to Caa2 from Caa1 and Probability of
Default to Caa2-PD from Caa1-PD. Concurrently, Moody's lowered the
rating on Unitek's revolving credit facility to B2 and the rating
on the bank term loan to Caa3. All of the company's credit ratings
remain under review for further downgrade. Unitek's Speculative
Grade Liquidity Rating was affirmed at SGL-4.

These actions follow the company's 8-K filing on May 16, 2013,
which stated that Unitek's subsidiary, DirectSat USA, LLC,
received a letter from DIRECTV, LLC providing 180-day notice of
the termination of its master services agreement with DirectSat,
effective November 8, 2013.

According to the announcement, the 180-day notice of termination
would be withdrawn upon the company completing a refinancing by
July 31, 2013, continued work on the completion of its financial
statements and satisfying other conditions. Another recent
development is the company's extension of its forbearance
agreement with its lenders to May 30, 2013, with certain
exceptions as defined in the forbearance agreements filed with the
SEC.

Moody's lowered the company's CFR to Caa1 on April 19, 2013 due to
the company's prior announcement that as a result of revenue
recognition issues at its Pinnacle Wireless division, Unitek's
previously issued consolidated financial statements dating back to
the interim period ended October 1, 2011 should no longer be
relied upon, including with regards to the effectiveness of
internal control over financial reporting. The company publicly
disclosed that certain employees of Unitek's Pinnacle Wireless
subsidiary engaged in fraudulent activities that resulted in
improper revenue recognition. In addition, it was also disclosed
that in connection with the company's Audit Committee
investigation, certain employees at Unitek including the former
CFO, Controller and President of the Pinnacle Wireless Division
were terminated.

Moody's notes that the ratings are based on limited data and the
company's announcement that financials dating back to October 1,
2011 should no longer be relied upon.

Moody's has lowered the following ratings and such ratings remain
under review for further downgrade:

Corporate Family Rating, downgraded to Caa2 from Caa1

Probability of Default Rating, downgraded to Caa2-PD from Caa1-PD

$75 million senior secured revolver due 2016, downgraded to B2
(LGD-2, 18%) from B1 (LGD-2, 18%)

$135 million term loan due 2018, downgraded to Caa3 (LGD-4, 67%)
from Caa2 (LGD-4, 66%)

Outlook Actions:

Outlook, Remains Under Review for Further Downgrade

Ratings Affirmed:

Speculative Grade Liquidity Rating, at SGL-4

Ratings Rationale:

The downgrade of the CFR one notch to Caa2 incorporates the risk
that the company might not be able to satisfy the terms required
under its subsidiary's agreement with Unitek's primary customer,
DIRECTV that would otherwise result in the loss of the master
service agreement with DIRECTV effective in November of this year.
DIRECTV accounted for reportedly roughly 40% of Unitek's revenues.
The downgrade also reflects increased default risk due to the
possibility that the company will be unable to file its financial
statements within the time period allowed by its lenders under its
recent forbearance agreements.

Unitek's Caa2 CFR incorporates the aforementioned risks combined
with continued uncertainty as to the company's financial
performance given the proposed restatements, weak liquidity and
potential for covenant violations absent waivers from lenders,
significant management turnover and apparently weak oversight of
financial performance and potential for legal, regulatory and
business risks stemming from recent events at the company. The
ratings also reflect Unitek's relatively small scale, significant
customer concentration, exposure to cyclical spending by its
customer base and the extent to which acquisition activity has
driven its historical results. Moody's notes that the recent
announcement regarding the restatement pertains to the company's
Pinnacle Wireless business that was acquired in 2011. The ratings
also reflect the company's established market position and
expansive capabilities, blue-chip customer base, and reportedly
good backlog. While revenue is concentrated with a few customers
and the top three account for more than 70%, these customers are
large media and telecommunication companies that continue to
invest in growth. Longer term, outsourcing trends should expand
Unitek's market opportunities, however relatively low entry
barriers and execution risks are factors that have also been
considered in the ratings from a market share perspective.

The review for possible downgrade continues to focus on whether
Unitek is able to file its restated financials within a relatively
short time frame, its ability to obtain a waiver from lenders with
regards to the timely submission of financial statements and the
potential for customer losses. In addition, the company's
prospective ability to maintain compliance with covenants either
by obtaining a waiver or amending covenants will also be assessed.
The company had limited headroom under both its leverage and fixed
charge coverage ratios prior to any restatement of its financials.
Moody's will also evaluate the magnitude of any restatements to
the financial statements as well as any legal/regulatory exposures
and their impact on credit metrics. The review will also focus on
the company's business operations and its ability to permanently
fill vacant financial management positions. Failure to file
restated financials in the near-term could prompt Moody's to
withdraw the ratings due to insufficient or otherwise inadequate
information to support the maintenance of the ratings.

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

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada. Total
annual revenues exceed $400 million


UNIVERSITY GENERAL: Delays Q1 Form 10-Q Due to Auditor Change
-------------------------------------------------------------
University General Health System, Inc., announced certain
preliminary information regarding the quarter ended March 31,
2013.  The Company expects to report that first quarter 2013
occupancy at its flagship hospital in Houston exceeded prior-year
levels by over 21 percent.  The Company also anticipates a 47
percent increase in occupancy at its recently acquired University
General Hospital - Dallas during the first quarter of 2013,
compared with occupancy during the month of December 2012, when
the hospital was acquired by the Company.  Dallas emergency room
visits increased 9 percent and surgical volumes increased 29
percent during the most recent quarter relative to the month of
December 2012.

"We are pleased with the continued increase in occupancy and
surgical procedures at our flagship hospitals in both Houston and
Dallas," stated Hassan Chahadeh, M.D., chairman and chief
executive officer of University General Health System, Inc.  "We
would expect this to be reflected in our financial performance for
the first quarter of 2013, which should continue to mirror the
success of our integrated regional delivery system model."

Due to a recent change in auditors, combined with the acquisition
of the Dallas hospital and certain accounting and tax
calculations, the Company expects to extend the filing deadline
for its first quarter Form 10-Q, which was due on May 15, 2013.
For the same reasons, the Company has yet to file its Form 10-K
for the year ended Dec. 31, 2012.  The Form 10-K for the year 2012
should be filed prior to, or coincident with, the filing of the
Form 10-Q for the first quarter of 2013.

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.


VERTELLUS SPECIALTIES: S&P Lowers CCR to 'CCC+'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its corporate
credit rating on Vertellus Specialties Inc. (Vertellus) to 'CCC+'
from 'B-'. The outlook is stable.

In addition, S&P lowered the rating on the company's $100 million
asset-based revolving credit facility maturing in March 2015 to
'B' from 'B+'.  The recovery rating, which remains unchanged at
'1', indicates S&P's expectation for very high (90% to 100%)
recovery in the event of a payment default.  S&P also lowered the
rating on the company's $345 million senior secured notes due
October 2015 to 'CCC+' from 'B-'.  The recovery rating, which
remains unchanged at '4', indicates S&P's expectation for average
(30% to 50%) recovery in the event of a payment default.

"Our downgrade of Vertellus reflects the continuation of
oversupply conditions, particularly in vitamin B3 and to a lesser
extent in picolines, which have resulted in weak operating margins
in Vertellus's agriculture and nutrition business," said Standard
& Poor's credit analyst Pranay Sonalkar.

Standard & Poor's base case calls for industry conditions to
improve marginally through the end of 2013, resulting in a modest
improvement in operating margins and financial profile.  S&P
expects free operating cash flow to be near zero in 2013 rather
than negative as the company has significantly lower planned
capital spending, although S&P thinks it is unlikely to benefit
from working capital reduction to the same degree as in 2012 .
However, S&P believes that earnings and cash flow at these levels
will make refinancing debt challenging.  Almost all the company's
debt except its short-term overseas lines is due in 2015.  S&P
currently views liquidity as less than adequate, but the stable
outlook reflects S&P's view that gradually improving operating
trends make a default unlikely during the next year.

"The ratings on Vertellus reflect its vulnerable business risk
profile and highly leveraged financial risk profile.  Vertellus
has two business units--agriculture and nutrition, and specialty
materials--each representing roughly 50% of sales, with the latter
currently much more profitable.  Vertellus is the largest global
producer of pyridine (primarily an ingredient in crop protection
chemicals) and the leading global producer of many pyridine
derivative chemicals.  Pyridine production results in the
manufacture of co-product beta picoline, used mainly in human and
animal nutrition products such as vitamin B3, of which Vertellus
is the second-largest global producer.  In specialty materials,
Vertellus produces castor oil-based additives used in coatings and
other applications, DEET (an active ingredient in insect
repellents), and various niche products used to make polymers,
plastics, pharmaceutical, medical, and other products.  The
company benefits from good geographic diversity, with about 63% of
2012 sales outside the U.S.  But concentration risks--though
improved in the past couple of years--are still high, with the top
three customers representing about one-fourth of the company's
total business.  Moreover, demand for a portion of Vertellus's
specialty materials product portfolio is cyclical," S&P said.

The stable outlook reflects S&P's expectation of a gradually
improving financial profile supported by better operating
conditions in the next few years.  The stable outlook also
reflects S&P's expectation that Vertellus will generate sufficient
cash and maintain enough liquidity to meet interest payments
during the next year.

S&P could lower ratings if operating performance weakens or
liquidity erodes, threatening Vertellus's ability to meet interest
payments.  A downgrade is also likely if S&P believes company
performance or capital market conditions heighten refinancing
risk, increasing the likelihood of a payment default, or if any
debt restructuring occurs that results in anything other than
repayment of outstanding debt on time and in full.

S&P could raise ratings within the next year if materially
favorable business conditions result in sustainable improvement in
operating trends and the company is able to refinance its debt, or
we foresee it being able to do so.  S&P thinks this could occur if
Vertellus generates FFO to total adjusted debt approaching 5%
(compared with 1.9% during the last 12 months).


VILLAGIO PARTNERS: Confirmation Hearing Continued to May 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, will continue the hearing on the confirmation of
the Plan of Reorganization of Villagio Partners, Ltd., et al., to
May 31, 2013, at 2:00 p.m. before the Honorable Marvin Isgur.

The Court approved on March 25 the disclosure statement explaining
the Plan.

The Joint Plan provides for the continued operation of Villagio,
Compass Care Holdings, Inc., Cinco Office VWM, L.P., Marcel
Construction & Maintenance, Ltd., and Research-New Trails
Partners, Ltd., by their current management.  Meanwhile, Greens
Imperial Center, Inc., and Tidewell Properties, Inc., will be
substantively consolidated

The Joint Plan provides that the current equity interests in each
of Villagio, Compass Care, Cinco, Marcel and New Trails will be
extinguished and on the Effective Date the ownership interests
will vest in Marcel Global LLC.  The current equity interests of
Greens and Tidewell will be extinguished and on the Effective
Date, the equity owners will obtain equity in Marcel Global, LLC,
at either the Class A or Class B Membership Interest consummate
with their investment of new capital.

Wells Fargo Bank, N.A., the only secured lender, will be paid by
each Debtor with deferred cash payments.  Holders of Allowed
General Unsecured Claims against each Debtor will be paid in full
by quarterly payments.

A full-text copy of the Disclosure Statement dated March 22, 2013,
is available for free at:

       http://bankrupt.com/misc/VILLAGIOds0322.pdf

The Debtors are represented by Simon Mayer, Esq., Steven Shurn,
Esq., and Simon Mayer, Esq., at Hughes Watters Askanase, LLP, in
Houston, Texas.

                   About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.  The Marcel Group -- http://www.themarcelgroup.com/
-- is an integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VINTAGE CONDOMINIUMS: Proposes Ellett Law Offices as Counsel
------------------------------------------------------------
Vintage Condominiums Development LLC is seeking Court approval to
hire Ronald J. Ellett and Ellett Law Offices, P.C., as counsel.

The Debtor will employ the firm on an hourly basis, which fee will
be ultimately determined by the Bankruptcy Court.  The firm will
not seek compensation for tasks properly performed by the Debtor
without the assistance of counsel.

                     About Vintage Condominium

Vintage Condominiums Development LLC, the owner of the Vintage
condominium development in Gilbert, Arizona, filed a petition
for Chapter 11 protection (Bankr. D. Ariz. Case No. 13-08431) on
May 17, 2013, three weeks after the state court appointed a
receiver at the behest of the secured lender.

The Vintage Condominiums complex has 107 units, approximately two
of which have been purchased by third-party buyers and
approximately 105 of which are currently owned by Vintage.

The lender Parkway Bank & Trust Co., owed $12.3 million, had a
receiver appointed after giving notice of default on April 12,
2013.

The petition lists assets and debt both exceeding $10 million.

Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., serves as
counsel to the Debtor.


VINTAGE CONDOMINIUMS: Meeting of Creditors Slated for June 18
-------------------------------------------------------------
A meeting of creditors of Vintage Condominiums Development LLC is
slated for June 18, 2013 at 10:30 a.m., US Trustee Meeting Room,
230 N. First Avenue, Suite 102, Phoenix, Arizona.

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.

                     About Vintage Condominiums

Vintage Condominiums Development LLC, the owner of the Vintage
condominium development in Gilbert, Arizona, filed a petition
for Chapter 11 protection (Bankr. D. Ariz. Case No. 13-08431) on
May 17, 2013, three weeks after the state court appointed a
receiver at the behest of the secured lender.

The Vintage Condominiums complex has 107 units, approximately two
of which have been purchased by third-party buyers and
approximately 105 of which are currently owned by Vintage.

The lender Parkway Bank & Trust Co., owed $12.3 million, had a
receiver appointed after giving notice of default on April 12,
2013.

The petition lists assets and debt both exceeding $10 million.

Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., serves as
counsel to the Debtor.


VINTAGE CONDOMINIUMS: Files Schedules, Creditors List
----------------------------------------------------
Vintage Condominiums Development LLC filed its list of creditors
holding the 20 largest unsecured claims and its schedules of
assets and liabilities.

In the schedules, the Debtor disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,500,000
  B. Personal Property               $11,600
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $23,901,075
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $55,512
                                 -----------      -----------
        TOTAL                    $12,511,600      $23,956,587

The Debtor valued the Vintage Condominiums, in Gilbert, Arizona,
at $19.9 million and the Scottsdale Condo Villas, in Scottsdale,
Arizona, at $4 million.  Secured creditor Parkway Bank and Trust
has claims of $18 million, of which $5.6 million is unsecured.
A copy of the schedules is available for free at:
http://bankrupt.com/misc/Vintage_Condo_Schedules.pdf

Topping the list of unsecured creditors are MKA Real Estate
Opportunity Fund I (owed $5.84 million) and Parkway Bank.  A copy
of the list is available for free at:
http://bankrupt.com/misc/Vintage_Condo_Creditors_LIst.pdf

                     About Vintage Condominiums

Vintage Condominiums Development LLC, the owner of the Vintage
condominium development in Gilbert, Arizona, filed a petition
for Chapter 11 protection (Bankr. D. Ariz. Case No. 13-08431) on
May 17, 2013, three weeks after the state court appointed a
receiver at the behest of the secured lender.

The Vintage Condominiums complex has 107 units, approximately two
of which have been purchased by third-party buyers and
approximately 105 of which are currently owned by Vintage.

The lender Parkway Bank & Trust Co., owed $12.3 million, had a
receiver appointed after giving notice of default on April 12,
2013.

The petition lists assets and debt both exceeding $10 million.

Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., serves as
counsel to the Debtor.


VINTAGE CONDOMINIUMS: Status Conference on June 27
--------------------------------------------------
Judge Daniel P. Collins in Phoenix, Arizona, will convene a status
hearing in the Chapter 11 case of Vintage Condominiums Development
LLC on June 27 at 1:30 p.m.

The war between the condominium owner and its secured creditor,
Parkway Bank and Trust Co., has spilled into the bankruptcy court.

The Debtor sought bankruptcy protection to stay the receiver from
taking over control and possession of the Debtor's assets.  The
bank responded by filing an adversary proceeding (Case No. 13-ap-
00586), a motion to excuse the receiver from returning the
property to the Debtor, and a notice of non-consent of the
Debtor's use of cash collateral to fund the Chapter 11 case.  An
expedited hearing on the motion to excuse turnover was slated for
May 23, 2013 but no ruling has been entered as of May 24.

After Vintage defaulted on a $12.3 million loan in April, it
sought and obtained from state court an order appointing a
receiver.  Jodi Sheahan took her oath as receiver April 26.  The
bank is asking the Bankruptcy Court to excuse Sheahan from
returning control of the property to the Debtor because, among
other things, John Lupypciw, the managing member of the Debtor,
has mismanaged the Debtor.  It says that Vintage allowed its alarm
license failed to obtain a business license and the Debtor's
property is in disrepair.

The Debtor insists that it should be allowed to recover the
property.  Counsel to the Debtor, Ronald J. Ellett, Esq., at
Ellett Law Offices, P.C., says the receiver plainly lacks the
knowledge and experience necessary to maintain the Vintage as a
luxury complex.  Mr. Ellett argues that since the receiver took
over, the property has rapidly deteriorated.  He says that the
receiver has allowed the pet-friendly condominium to be littered
with trash and feces, has failed to water the vegetation, and has
allowed the pool to turn green.

Parkway Bank & Trust is represented by:

         Christopher R. Kaup, Esq.
         J. Daryl Dorsey, Esq.
         TIFFANY & BOSCO P.A.
         Third Floor, Camelback Esplanade II
         2525 East Camelback Road
         Phoenix, AZ 85016-4237
         Telephone: (602) 255-6000
         Facsimile: (602) 255-0103
         E-mail: crk@tblaw.com
                 jdd@tblaw.com

                     About Vintage Condominiums

Vintage Condominiums Development LLC, the owner of the Vintage
condominium development in Gilbert, Arizona, filed a petition
for Chapter 11 protection (Bankr. D. Ariz. Case No. 13-08431) on
May 17, 2013, three weeks after the state court appointed a
receiver at the behest of the secured lender.

The Vintage Condominiums complex has 107 units, approximately two
of which have been purchased by third-party buyers and
approximately 105 of which are currently owned by Vintage.

The lender Parkway Bank & Trust Co., owed $12.3 million, had a
receiver appointed after giving notice of default on April 12,
2013.

The petition lists assets and debt both exceeding $10 million.

Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., serves as
counsel to the Debtor.


VS FOX: Has Court OK to Hire Rocky Mountain Advisory as Accountant
------------------------------------------------------------------
David L. Miller, the duly appointed trustee of the jointly-
administered Chapter 11 bankruptcy estates of VS Fox Ridge, LLC,
and Stephen Lamar Christensen and Victoria Ann Christensen, sought
and obtained authorization from the Hon. Joel T. Marker of the
U.S. Bankruptcy Court for the District of Utah to employ and
retain Rocky Mountain Advisory, LLC, as his accountant and
financial advisor in the Debtors' bankruptcy cases as of March 11,
2013.

RMA will, among other things:

      (a) provide forensic accounting analysis of the transactions
          of the Debtors and any entities owned or controlled by
          the Debtors, and investigate various financial and
          accounting transactions as required by the Chapter 11
          Trustee;

      (b) investigate various business entities and interests
          owned or otherwise controlled by the Debtors or in which
          the Debtors, or any of them, have a legal or beneficial
          interest;

      (c) compilate any outstanding and future tax returns for the
          Debtors;

      (d) assist the Chapter 11 Trustee, at his request, in
          providing any additional accounting or financial
          advisory services that may be needed in connection with
          the liquidation of the assets of the estate or the
          administration of the bankruptcy case; and

      (e) review claims filed against the estates, and provide
          analysis and guidance concerning the claims.

RMA accountants and support staff will be paid at hourly rates
that range between $125 and $350.

Gil A. Miller, a certified public accountant who practices at RMA,
attested to the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

Mr. Miller can be at:

          ROCKY MOUNTAIN ADVISORY LLC
          215 South State Street, Suite 550
          Salt Lake City, UT 84111
          Tel: (801) 428-1602
          Fax: (801) 428-1610
          E-mail: gmiller@rockymountainadvisory.com

                        About VS Fox Ridge

VS Fox Ridge, LLC, filed a Chapter 11 petition (Bankr. D. Utah
Case No. 12-28001) in Salt Lake City on June 20, 2012.  Alpine,
Utah-based VS Fox Ridge scheduled $95,600,103 in assets
and $27,814,802 in liabilities.

Equity owners Stephen and Victoria Christensen simultaneously
sought Chapter 11 protection (Case No. 12-28010).

Judge Joel T. Marker presides over the case.  The
petition was signed by Stephen Christensen, manager.


VS FOX: Court Okays Ray Quinney as Ch 11 Trustee's Bankr. Counsel
-----------------------------------------------------------------
David L. Miller, the duly appointed trustee of the jointly-
administered Chapter 11 bankruptcy estates of VS Fox Ridge, LLC,
and Stephen Lamar Christensen and Victoria Ann Christensen, sought
and obtained authorization from the Hon. Joel T. Marker of the
U.S. Bankruptcy Court for the District of Utah to employ and
retain Ray Quinney & Nebeker P.C. as his general bankruptcy and
litigation counsel.

RQN will, among other things, investigate the assets, liabilities
and financial affairs of the estates, including the assets,
liabilities and financial affairs of various entities which are
owned or controlled by the Debtors; and analyze the corporate
structures of all entities associated with the Debtors, and the
rights and obligations of the estates concerning those entities,
at these hourly rates:

      Michael R. Johnson, Shareholder and Director    $370
      David H. Leigh, Shareholder and Director        $305
      Shareholders                                 $215-$370
      Of Counsels                                  $255-$290
      Associates                                   $175-$225
      Paralegals                                   $115-$135

Michael R. Johnson, Esq., shareholder and director of RQN,
attested to the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

The Chapter 11 Trustee's attorneys can be reached at:

      Michael R. Johnson, Esq.
      David H. Leigh, Esq.
      RAY QUINNEY & NEBEKER P.C.
      36 South State Street, 14th Floor
      P.O. Box 45385
      Salt Lake City, Utah 84145-0385
      Tel: (801) 532-1500
      Fax: (801) 532-7543
      E-mail: mjohnson@rqn.com
              dleigh@rqn.com

On May 14, 2013, the Court approved the May 13, 2013 application
of Matthew M. Boley, Esq., and his law firm Parsons Kinghorn
Harris, P.C., to withdraw as counsel for VS Fox, saying that when
the Trustee was appointed, PKH's client ceased to exist.  The
Chapter 11 Trustee assumed complete control and management
authority for VS Fox.  PKH has obtained the written consent of the
Chapter 11 Trustee to withdraw as counsel.

                        About VS Fox Ridge

VS Fox Ridge, LLC, filed a Chapter 11 petition (Bankr. D. Utah
Case No. 12-28001) in Salt Lake City on June 20, 2012.  Alpine,
Utah-based VS Fox Ridge scheduled $95,600,103 in assets
and $27,814,802 in liabilities.

Equity owners Stephen and Victoria Christensen simultaneously
sought Chapter 11 protection (Case No. 12-28010).

Ray Quinney & Nebeker P.C. serves as general bankruptcy and
litigation counsel for David L. Miller, the duly appointed trustee
of the jointly-administered Chapter 11 bankruptcy estates of VS
Fox Ridge, LLC, and Stephen Lamar Christensen and Victoria Ann
Christensen.

Judge Joel T. Marker presides over the case.  The petition was
signed by Stephen Christensen, manager.


WAREHOUSE AT VAN BUREN: Can Recover Meridian Asset, NY Judge Says
-----------------------------------------------------------------
In the appeals case COUNTY OF CLINTON et al., Appellants, v.
WAREHOUSE AT VAN BUREN STREET, INC., Appellee, Case No. 8:12-cv-
1636 (GLS) (N.D.N.Y.), Chief District Judge Gary L. Sharpe upheld
a lower court ruling denying Clinton's summary judgment motion.

In November 2012, the County of Clinton and Joseph W. Giroux, as
Clinton County Treasurer, unsuccessfully sought a stay of a New
York bankruptcy court's order that required, among other things,
that a certain piece of real property -- the Meridian Road
Property -- be reconveyed to Warehouse at Van Buren.

On appeal, Clinton urged the District Court to reverse an Oct. 18,
2012, Bankruptcy Court order on two grounds -- (1) the transfer of
the Meridian Road Property to Clinton County following Warehouse's
default in an in rem foreclosure proceeding "does not constitute a
'fraudulent conveyance' avoidable under 11 U.S.C. Sec. 548" and
(2) Warehouse defaulted before filing its bankruptcy petition, the
Meridian Road Property is not part of the bankruptcy estate, and,
accordingly, Warehouse is without "standing to challenge the
transfer in Bankruptcy Court."

The District Court noted that it is undisputed that transfer of
the Meridian Road Property occurred without any active involvement
of Warehouse, and, as such, the transfer, which followed default
judgment, could not have been motivated by an "intent to hinder,
delay, or defraud" under 11 U.S.C. Sec. 548(a)(1)(A).  Moreover,
the parties agree that the outstanding tax debt owed by Warehouse
was approximately $29,000, while the bid at auction later the same
day that the Chapter 11 petition was filed was $120,000, and that
Warehouse was insolvent at the relevant time.

On review, Judge Sharpe did not find Clinton's arguments
persuasive.  The District Court held that in general, the
arguments -- that Congress could not have intended a transfer
following tax foreclosure to be "fraudulent"; intent should be
considered with respect to section 548(a)(1)(B) even though no
such requirement is articulated; and the related argument that
Warehouse's conduct is relevant -- run contrary to the express
language of the statute.  In particular, the District Court added,
Clinton's assertion that permitting avoidance of a transfer that
flows from a tax foreclosure impermissibly interferes with the
County's ability to conduct tax foreclosure proceedings is
unavailing.

Having resolved the legal question that Section 548(a)(1)(B)
applies to in rem tax foreclosures conducted pursuant to New
York's Real Property and Tax Law, and finding no clear error in
Bankruptcy Court's factual finding that reasonably equivalent
value was not received by Warehouse in the present case, Judge
Sharpe affirmed the Bankruptcy Court's ruling.

A copy of Judge Sharpe's May 15, 2013 Order is available at
http://is.gd/hoVgXWfrom Leagle.com.


WESTINGHOUSE AIR: S&P Puts 'BB+' Corp. Credit Rating on Watch Pos.
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Wilmerding, Pa.-based Westinghouse Air Brake Technologies Corp.
(Wabtec), including the 'BB+' corporate credit and senior
unsecured ratings, on CreditWatch with positive implications.

"The CreditWatch listing reflects the company's good operating
performance and credit measures that exceed our expectation for
the current rating," said Standard & Poor's credit analyst Sarah
Wyeth.  "We are reviewing the company's financial policies and if
they are consistent with an investment grade profile, we could
raise the ratings.  For the current rating, we expect funds from
operations (FFO) to total debt of about 25%.  This metric was more
than 60% as of March 31, 2013.  We assess the company's financial
risk profile as "significant," partly due to our expectation that
the company could meaningfully add to its debt for strategic or
shareholder-friendly reasons.  However, Wabtec has demonstrated a
more disciplined approach to debt-funded activities than we
expected, and if we believe the company will maintain these
policies, we could revise our financial risk profile assessment to
"intermediate," which would support a higher rating".

S&P expects to resolve the CreditWatch listing within 90 days.
S&P is reviewing the company's financial policies.  The
CreditWatch listing reflects the potential for a one-notch upgrade
if S&P expects the company to maintain metrics appropriate for the
higher rating.  For instance, if operating performance and
financial policies are likely to result in leverage remaining
above 35% FFO to debt, S&P could raise the ratings.


WINSTAR COMMS: Grant Thornton Settles with Allianz in Fraud Row
---------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 affiliates of German insurer
and financial services giant Allianz SE settled their claims
accusing accounting firm Grant Thornton LLP of helping to conceal
a $1 billion revenue hole at now-bankrupt Internet company Winstar
Communications Inc.

According to the report, U.S. District Judge George B. Daniels of
the Southern District of New York dismissed the claims with
prejudice after the Allianz companies and Grant Thornton agreed to
a compromise and settlement resolving the action, with the
accounting firm admitting no wrongdoing.

The case is Gould, et al v. Winstar, Inc., et al, Case No. 1:01-
cv-03014 (S.D.N.Y.).

                About Winstar Communications, Inc.

Based in New York, Winstar Communications, Inc., provided
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).  As
part of their chapter 11 restructuring strategy, the Debtors sold
their domestic telecom assets to IDT Winstar Acquisition, Inc.
IDT later sold the Winstar Assets to GVC Networks, LLC, resulting
in the creation of GVCwinstar, a wholly owned subsidiary of GVC
Networks.

On Jan. 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a Chapter 7 liquidation proceeding.  Christine C. Shubert
serves as the Debtors' Chapter 7 trustee.  The Chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

In early 2009, the U.S. Court of Appeals for the Third Circuit
affirmed a ruling that required an Alcatel-Lucent SA unit to
return to the Chapter 7 trustee a $188.2 million loan payment it
accepted in 2000.  As a business partner to the telecommunications
company, Lucent Technologies Inc. was an "insider" under U.S.
bankruptcy law and owes Winstar's trustee the money, the appeals
court said.


* 9th Circ. Relieves Broke Law School Grad Of Student Debt
----------------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that the Ninth Circuit
ruled that a broke law school graduate who amassed $85,000 in
student debt wasn't obligated to repay the loans because he
couldn't find a job that would pay him enough to satisfy loan
payments exceeding $800 per month.

According to the report, the appellate court held that Michael
Hedlund, who failed the bar exam three times after graduating from
Willamette Law School in Oregon, only filed for bankruptcy as a
last resort, four years after his repayment obligations started.
He made good faith efforts to repay, the appellate court noted.


* Ruling in Imperial Case a Win for Investors in Dead Banks
-----------------------------------------------------------
Patrick Fitzgerald writing for Daily Bankruptcy Review reports
that a federal judge's recent ruling awarding $30 million in tax
refunds to the former parent of a failed California bank is a win
for investors picking over the remnants of the hundreds of dead
banks left in the wake of the financial crisis.


* FDIC Wins Malpractice Suit Against Law Firm Over $5MM Loan
------------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that a Florida
federal jury sided with the Federal Deposit Insurance Corp. in its
malpractice suit against Icard Merrill Cullis Timm Furen &
Ginsburg over the firm's representation of a developer in a $5.3
million real estate loan.

According to the report, the FDIC, acting as receiver for failed
Bradenton, Fla.-based First Priority Bank, won a $1.1 million
verdict against the law firm and attorney Bob Messick for failing
to close the loan according to the bank's written instructions,
which required Messick to secure an option contract on a 25-acre
property.

The case is The Federal Deposit Insurance Corporation v. Icard,
Merrill, Cullis, Timm, Furen & Ginsburg, P.A. et al, Case No.
8:11-cv-02831 (M.D. Fla.).


* rue21 Selling Business to Apax Partners Funds for $1.1BB
----------------------------------------------------------
rue21, inc., a specialty apparel retailer of girls and guys
apparel and accessories, and Apax Partners, a global private
equity firm, on May 23 announced a definitive agreement under
which funds advised by Apax Partners will acquire all outstanding
shares of rue21 for $42.00 per share in cash. The transaction is
valued at approximately $1.1 billion. The transaction price
represents a premium of approximately 23% to May 22's closing
share price and approximately 42% to the 90-day volume weighted
average price (VWAP).

The rue21 Board of Directors approved the agreement based on the
unanimous recommendation of a Special Committee comprised of three
independent directors: Bruce Hartman, Arnold Barron and Harlan
Kent. The Special Committee is being advised by Perella Weinberg
Partners, as financial advisor, and Kirkland & Ellis LLP and
Potter Anderson & Corroon LLP, as legal advisors. Two rue21
directors who are partners of Apax recused themselves from Board
discussions and the Board vote regarding the transaction. Bob
Fisch, rue21's Chairman, President and CEO, also recused himself
from the Board vote.

Michael J. De La Merced, writing for The New York Times, reports
that the leveraged buyout caps the resurgence of rue21, which had
filed for bankruptcy in 2002 and re-emerged the next year.  Since
then, the company has grown as a seller of cheap, trendy clothing
for teenagers, and its stock price has risen more than 40 percent
since going public in 2009.

The NY Times notes that one of rue21's biggest shareholders is a
buyout fund named SKM II, the last remnant of Saunders Karp &
Megrue, which merged in 2005 with Apax. Under the terms of the
transaction, a majority of shareholders apart from SKM, which owns
a 30 percent stake, must vote to approve the Apax takeover.

As part of the agreement, the Special Committee, with the
assistance of its advisors, will conduct an initial 40-day "go-
shop" process starting today during which it will actively
solicit, evaluate and potentially enter into negotiations with any
parties willing to offer a superior acquisition proposal. The go-
shop process provides for a low termination fee of 1%
(approximately $10 million) to be paid to Apax.  rue21 management,
including Bob Fisch, has not entered into any arrangements with
Apax and is willing to work with any party that emerges through
the go-shop process.

The SKM II funds, which collectively own approximately 30% of the
outstanding shares of rue21, have entered into a support agreement
to vote their shares in favor of the transaction with Apax.
Pursuant to the terms of the support agreement, if the agreement
with Apax is terminated and rue21 enters into a superior
transaction, the SKM II funds have agreed to vote their shares in
favor of such superior transaction on the same pro rata basis as
unaffiliated stockholders.  In addition, the transaction with Apax
is subject to approval by a majority of the rue21 shares excluding
SKM II's shares. The SKM II funds were established in 1998 and the
rue21 stake is their last remaining investment. Since 2005, the
SKM II funds have been associated with Apax Partners. The SKM II
funds were independently advised in this transaction.

Bruce Hartman, Chairman of the Special Committee, stated, "This
transaction is the result of diligent analysis and thoughtful
deliberations by the Special Committee over many months with the
assistance of our advisors. This all-cash transaction delivers
substantial and certain value, and we believe it is in the best
interests of rue21 stockholders. To ensure we are maximizing value
for rue21 stockholders, we are also committed to running a
comprehensive go-shop process to determine if there are any
superior alternatives that may exist to the Apax transaction."

John Megrue, Chief Executive Officer of Apax Partners U.S. and
Partner in the firm's Retail & Consumer team, said, "We are very
proud of the growth that rue21 has achieved. I have worked closely
with Bob Fisch to support the Company's growth from less than 100
stores at the time of the initial investment in 1998 to over 900
stores today, and Apax is excited to continue the journey with the
Company's senior management team."

Bob Fisch, Chairman, President and CEO of rue21, said, "Thanks to
the hard work of our associates, rue21 has generated strong top
and bottom line growth both as a private company and as a public
company. We are proud that a sophisticated investor such as Apax
continues to believe in our core strategy and recognizes our
value-generating capabilities. This transaction will allow us to
focus on achieving our long-term objectives, including growing our
business to over 1,700 stores in the U.S. and successfully
implementing new initiatives such as e-commerce and rueMan."

rue21 on Thursday also announced preliminary earnings per share
and comparable store sales results for the first quarter ending
April 30, 2013. Net sales for the quarter increased 9.1%, while
comparable store sales decreased 4.6% from the year-ago quarter.
Diluted EPS is expected to be $0.44.

Commenting on the results, Fisch said, "This quarter rue21 was
impacted by the same challenges that affected the entire industry
-- unseasonably cool weather, higher payroll taxes and delayed tax
refunds. All of these factors affected shopping patterns and
resulted in a tougher quarter than we had forecasted in terms of
sales growth.   Looking ahead we expect both the weather and
consumer spending to improve and believe our 2013 strategic
initiatives, including opening 125 stores in 2013, will allow us
to deliver consistent, strong profit growth to our stakeholders."

rue21 will announce full first quarter fiscal 2013 results on June
5, 2013, and host a conference call that day at 4:30 p.m. Eastern
Time. The conference call will also be webcast live at
www.rue21.com under the Investor Relations section. A replay of
this call will be available on the Investor Relations section of
the Company's website, www.rue21.com, within two hours of the
conclusion of the call and will remain on the website for 90 days.

The Apax transaction is expected to close before the end of
calendar 2013, subject to approval by the majority of the
stockholders unaffiliated with the SKM II funds as well as
customary closing conditions. The transaction is not subject to
financing. Following completion of the transaction, rue21 will
remain headquartered in Warrendale, Pennsylvania.

Perella Weinberg Partners is acting as financial advisor to the
Special Committee of the rue21 Board of Directors. Kirkland &
Ellis LLP and Potter Anderson & Corroon LLP are acting as legal
advisors to the Special Committee.

J.P. Morgan Securities LLC (lead advisor), BofA Merrill Lynch and
Goldman Sachs are providing financial advice to Apax. Committed
debt financing for the transaction is being provided by BofA
Merrill Lynch, J.P. Morgan and Goldman Sachs. Simpson Thacher &
Bartlett LLP and Richards, Layton and Finger, P.A. are acting as
legal advisors to Apax Partners. Ropes & Gray LLP is acting as
legal advisor to the SKM funds.

Apax Partners operates globally and has more than 30 years of
investing experience. Funds under the advice of Apax Partners
total over $40 billion. These Funds provide long-term equity
financing to build and strengthen world-class companies.

Over the past 10 years, funds advised by Apax have invested
approximately $6.3 billion of equity in retail and consumer
businesses. Apax has extensive experience in fashion apparel,
footwear and accessories through current and previous investments
including Tommy Hilfiger Corporation, an apparel retail company
and one of the world's leading lifestyle brands, which was
acquired by PVH Corp. Apax also partnered with PVH in the
company's successful acquisition of Calvin Klein. Other fund
investments include Advantage Sales & Marketing, the premier
outsourced sales and marketing services provider to consumer
packaged goods companies and retailers in North America, and Cole
Haan, a leading designer and retailer of premium footwear and
related accessories. Internationally, funds advised by the firm
are currently invested in New Look, a UK-based value fashion
retailer and Takko, a value apparel retailer operating in Germany,
Central Europe and Russia. Notable investments in retail and
consumer businesses by Apax include Dollar Tree, Children's Place,
Bob's Discount Furniture, Sunglass Hut, Charlotte Russe, Tommy
Bahama, Hibbett Sporting Goods, Teavana, Ollie's Bargain Outlet,
Comark, CBR, Lifetime Fitness, Spyder Active Sports, Miller's Ale
House and Cafe Rio.

rue21 (Nasdaq:RUE) -- http://www.rue21.com/-- is a specialty
apparel retailer offering exclusive branded merchandise and the
newest trends at a great value. rue21 currently operates 932
stores in 47 states.


* Busy New York Bankruptcy Court Faces Budget Crunch
----------------------------------------------------
Stephanie Gleason, writing for Dow Jones Newswires, reported that
after two years of budget cuts and further hits from the federal
budget sequestration, officials at one of the nation's busiest
bankruptcy courts say they are barely getting by on a bare-bones
budget.

According to the report, the funding for the U.S. Bankruptcy Court
for the Southern District of New York has been reduced by 37% over
the last two years, to $5.06 million for 2013 from $8.06 million
in 2011.  The 2013 budget includes the 4% cut the court saw as a
result of the across-the-board budget reductions that took effect
in March, known as sequestration.

And the court, which has handled some of the biggest, most high-
profile Chapter 11 cases in recent years is expecting more budget
cuts next year, which could mean further staff cuts, the report
said.

"Being a chief during the sequestration and during the financial
issues that anyone in the federal court is facing, it's very
difficult," Chief Judge Cecelia G. Morris, told the news agency.

"We're hurting," she added. "But we've been stepping down for a
period of time."

The report related that cuts to federal spending because of
sequestration have been felt throughout the federal court system,
causing furloughs across district courts, according to the
American Bar Association. Federal district courts in California,
Connecticut and Massachusetts are among those that have furloughed
staff. The Arizona district court laid off 10 employees in
addition to introducing furloughs.

The havoc wreaked by the cuts caused the Judicial Conference of
the United States to request $72.9 million in emergency funding
for the federal courts earlier this month to "address critical
needs resulting from sequestration cuts," the report further
related.

But the Southern District of New York bankruptcy court has felt
the strain since 2011 as its budget has been tightened repeatedly,
the report pointed out.

The court, which has branches in Manhattan, Poughkeepsie and White
Plains, has had to lay off 27 employees in the last two years,
bringing its staff to 71, the report noted.  There is no one left
at all in the records department, said Vito Genna, the clerk of
the court.

The bankruptcy court absorbed the sequester cuts by ending all
hearings at 5:00 p.m., which has been a significant change for a
venue that has been known to conduct hearings well into the night,
the report further noted.

Bankruptcy debtors filing in New York might begin to feel the
pinch at that point, he told the news agency.  The Southern
District of New York handled almost 10,000 bankruptcy cases
between March 2012 and March 2013, and has handled high-profile
cases such as those of General Motors Co. (GM), MF Global Holdings
Ltd. and Lehman Brothers Holdings Inc.


* Vegas Bankruptcy Lawyer Gets Federal Prison Time for Tax Evasion
------------------------------------------------------------------
The Associated Press reported that a bankruptcy lawyer who
advertised heavily on Las Vegas television with the catch line,
"That's what I do," has been sentenced to two years in federal
prison for tax evasion and ordered to pay more than $750,000 in
restitution and fines.

According to the report, U.S. Attorney Daniel Bogden said Randolph
Goldberg also was ordered Thursday to surrender his law license
for two years and serve three years of supervised release after
prison.

Bogden says cheating on taxes no way to remove debt, the report
related.

Goldberg pleaded guilty March 29 before U.S. District Judge Gloria
Navarro to one count of attempt to evade or defeat tax for the
year 2008, the AP report said.

Bogden says Goldberg admitted he understated and tried to hide
income using several bank accounts, the report added.

Goldberg has been an attorney in Nevada since 1996, according to
AP.


* Litchfield Cavo Finance's S. Boughton Moves to LeClairRyan
------------------------------------------------------------
Shanna M. Boughton has joined LeClairRyan as a partner on the
firm's Financial Services Litigation and Regulation Practice Area
and Banking Industry teams. She will be resident in the national
law firm's Boston office.

Boughton is a former a Litchfield Cavo LLP commercial litigator
who specializes in lender liability and insurance defense as well
as bankruptcy matters.

An experienced litigator, Boughton concentrates her practice on
lender liability defense, complex commercial litigation, insurance
defense and bankruptcy matters. She has successfully defended
lenders and servicers in allegations of fraud, predatory lending,
and alleged violations of Truth in Lending and Real Estate
Settlement Procedures Act in both state and federal courts. She
also represents secured and unsecured creditors in all facets of
bankruptcy matters including motions for relief from stay, proof
of claim filings, and adversary proceedings.

Additionally, Boughton has successfully represented clients in a
wide range of complex litigation matters including products
liability, premises liability, construction disputes, automobile
torts, coverage disputes, and bad faith claims. She also handles
complex business disputes involving contract, tort and breach of
fiduciary duty claims.

Boughton has appeared on "Practical Law," a series featuring
leaders in the legal community, to speak on the implications of
the Bankruptcy Reform Act. She also regularly volunteers with
Boston Cares, an organization which promotes community service
throughout the greater Boston area through coordinated team
volunteer efforts.

Boughton is a graduate of Wayne State University Law School (J.D.)
and the University of Michigan (B.S.). She is admitted to practice
in Massachusetts, Michigan, Puerto Rico and Rhode Island.

Ms. Boughton may be reached at:

         Shanna Boughton, Esq.
         LECLAIRRYAN
         One International Place
         Eleventh Floor
         Boston, MA 02110
         Tel: (617) 502-5721
         Fax: (617) 502-5751
         E-mail: shanna.boughton@leclairryan.com


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------


                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company         Ticker           ($MM)      ($MM)      ($MM)
  -------         ------         ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN          120.5      (14.1)     (11.1)
ADA-ES INC        ADES US          92.5      (39.8)     (11.0)
AK STEEL HLDG     AKS US        3,906.1     (109.7)     604.0
AMC NETWORKS-A    AMCX US       2,568.3     (825.3)     620.4
AMER AXLE & MFG   AXL US        3,029.6     (107.9)     354.0
AMER RESTAUR-LP   ICTPU US         33.5       (4.0)      (6.2)
AMERISTAR CASINO  ASCA US       2,125.6       (2.6)     (60.2)
AMR CORP          AAMRQ US     23,852.0   (8,376.0)  (2,465.0)
AMYLIN PHARMACEU  AMLN US       1,998.7      (42.4)     263.0
ANACOR PHARMACEU  ANAC US          37.4       (8.0)       9.5
ANGIE'S LIST INC  ANGI US         108.3       (0.1)       3.3
ARRAY BIOPHARMA   ARRY US         107.4      (52.4)      40.0
AUTOZONE INC      AZO US        6,662.2   (1,550.1)  (1,108.4)
BERRY PLASTICS G  BERY US       5,082.0     (315.0)     517.0
CABLEVISION SY-A  CVC US        7,143.2   (5,676.0)    (266.5)
CAESARS ENTERTAI  CZR US       27,475.0     (560.0)   1,227.1
CAPMARK FINANCIA  CPMK US      20,085.1     (933.1)       -
CC MEDIA-A        CCMO US      15,519.2   (8,209.7)   1,053.5
CENTENNIAL COMM   CYCL US       1,480.9     (925.9)     (52.1)
CHIMERIX INC      CMRX US          26.3       (2.1)      15.9
CHINA XUEFENG EN  CXEE US           0.0       (0.0)      (0.0)
CHOICE HOTELS     CHH US          546.0     (539.3)      56.8
CIENA CORP        CIEN US       1,885.2      (78.6)     741.2
CINCINNATI BELL   CBB US        2,151.5     (727.8)     (93.4)
COMVERSE INC      CNSI US         857.8      (18.8)       4.7
DELTA AIR LI      DAL US       45,068.0   (1,943.0)  (5,427.0)
DENDREON CORP     DNDN US         639.0      (35.9)     339.3
DEX MEDIA INC     DXM US        2,658.8      (17.7)     (13.5)
DIRECTV           DTV US       20,650.0   (5,748.0)      69.0
DOMINO'S PIZZA    DPZ US          476.6   (1,323.4)      85.0
DUN & BRADSTREET  DNB US        1,902.0   (1,097.0)    (194.9)
FAIRPOINT COMMUN  FRP US        1,656.5     (360.7)       5.5
FERRELLGAS-LP     FGP US        1,503.0      (42.3)     (22.2)
FIFTH & PACIFIC   FNP US          826.3     (170.2)     (17.7)
FOREST OIL CORP   FST US        1,895.0     (104.8)    (127.8)
FREESCALE SEMICO  FSL US        3,139.0   (4,540.0)   1,209.0
GENCORP INC       GY US         1,385.2     (379.1)      32.0
GLG PARTNERS INC  GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C  BRSS US         576.5      (37.0)     286.9
GOLD RESERVE INC  GRZ CN           78.3      (25.8)      56.9
GOLD RESERVE INC  GDRZF US         78.3      (25.8)      56.9
GRAHAM PACKAGING  GRM US        2,947.5     (520.8)     298.5
HALOGEN SOFTWARE  HGN CN           22.8      (46.2)      (9.4)
HCA HOLDINGS INC  HCA US       27,882.0   (8,012.0)   1,796.0
HOVNANIAN ENT-A   HOV US        1,580.3     (481.2)     935.2
HUGHES TELEMATIC  HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTCU US        110.2     (101.6)    (113.8)
INCYTE CORP       INCY US         330.3     (163.5)     178.7
INFOR US INC      LWSN US       5,846.1     (480.0)    (306.6)
INSYS THERAPEUTI  INSY US          14.5      (30.8)     (41.8)
INSYS THERAPEUTI  NEOL US          14.5      (30.8)     (41.8)
INVIVO THERAPEUT  NVIV US          13.8      (14.3)     (15.3)
IPCS INC          IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU  JE CN         1,528.9     (164.9)     (62.3)
JUST ENERGY GROU  JE US         1,528.9     (164.9)     (62.3)
L BRANDS INC      LTD US        6,019.0   (1,014.0)     667.0
LIN TV CORP-CL A  TVL US        1,201.4      (86.6)    (101.7)
LORILLARD INC     LO US         3,749.0   (1,796.0)   1,158.0
MANNKIND CORP     MNKD US         215.2     (146.8)    (231.9)
MARRIOTT INTL-A   MAR US        6,523.0   (1,377.0)    (732.0)
MDC PARTNERS-A    MDCA US       1,418.5      (12.4)    (165.9)
MDC PARTNERS-A    MDZ/A CN      1,418.5      (12.4)    (165.9)
MEDIA GENERAL-A   MEG US          734.7     (191.7)      38.1
MERITOR INC       MTOR US       2,337.0   (1,014.0)     208.0
MERRIMACK PHARMA  MACK US         127.3      (32.1)      58.4
MONEYGRAM INTERN  MGI US        4,892.0     (171.7)      14.1
MORGANS HOTEL GR  MHGC US         583.6     (148.2)     110.7
MPG OFFICE TRUST  MPG US        1,450.5     (530.6)       -
NATIONAL CINEMED  NCMI US         831.0     (308.8)     122.2
NAVISTAR INTL     NAV US        8,531.0   (3,309.0)   1,517.0
NEKTAR THERAPEUT  NKTR US         447.9       (2.6)     183.8
NPS PHARM INC     NPSP US         188.5       (4.2)     133.4
NYMOX PHARMACEUT  NYMX US           1.8       (7.4)      (1.9)
ODYSSEY MARINE    OMEX US          28.0       (7.1)     (15.5)
OMEROS CORP       OMER US          17.7      (15.9)       5.2
ORGANOVO HOLDING  ONVO US          16.7       (5.3)      (6.2)
PALM INC          PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US         312.8      (93.7)     189.9
PHILIP MORRIS IN  PM US        37,418.0   (2,732.0)   2,152.0
PHILIP MRS-BDR    PHMO11B BZ   37,418.0   (2,732.0)   2,152.0
PLAYBOY ENTERP-A  PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS  PGEM US         881.8     (314.9)     101.4
PROTECTION ONE    PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US         510.5      (11.1)      88.5
RALLY SOFTWARE D  RALY US          35.8       (1.1)       1.3
REGAL ENTERTAI-A  RGC US        2,451.8     (706.2)     117.1
RENAISSANCE LEA   RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC      PRM US          208.0      (91.7)       3.6
RESVERLOGIX CORP  RVX CN           14.0      (20.2)      (4.7)
REVLON INC-A      REV US        1,241.9     (655.1)     152.9
RURAL/METRO CORP  RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US        1,892.1     (280.5)     523.4
SILVER SPRING NE  SSNI US         494.3     (104.0)      60.1
SINCLAIR BROAD-A  SBGI US       2,734.5      (97.3)     (18.2)
SUPERVALU INC     SVU US       11,034.0   (1,415.0)  (1,380.0)
TAUBMAN CENTERS   TCO US        3,302.5     (184.4)       -
THRESHOLD PHARMA  THLD US         113.9      (21.8)      88.3
TOWN SPORTS INTE  CLUB US         406.2      (50.7)     (13.2)
ULTRA PETROLEUM   UPL US        2,035.4     (562.2)    (293.0)
UNISYS CORP       UIS US        2,323.2   (1,545.4)     453.1
VECTOR GROUP LTD  VGR US        1,066.8     (108.3)     422.2
VENOCO INC        VQ US           704.3     (299.9)     (40.5)
VERISIGN INC      VRSN US       2,071.1      (39.1)     (91.2)
VIRGIN MOBILE-A   VM US           307.4     (244.2)    (138.3)
VISKASE COS I     VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS   WTW US        1,314.7   (1,620.7)    (312.5)
WEST CORP         WSTC US       3,940.9     (850.2)     297.8
WESTMORELAND COA  WLB US          943.0     (286.5)      (3.0)
XOMA CORP         XOMA US          88.9       (0.9)      60.6
YRC WORLDWIDE IN  YRCW US       2,200.9     (642.6)     111.1



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***