TCR_Public/130530.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 30, 2013, Vol. 17, No. 148

                            Headlines

1686 D ROAD: Updated Case Summary & Creditors' Lists
710 LONG RIDGE: HealthBridge Nursing Homes Seek More Exclusivity
AEOLUS PHARMACEUTICALS: Has 30.6MM Shares Resale Prospectus
AFA FOODS: Still No Global Settlement After Six Months
AHERN RENTALS: Files Revised Plan After Settlement

AINSWORTH LUMBER: S&P Revises Outlook to Pos. & Affirms 'B-' CCR
ALCOA INC: Moody's Cuts Ratings to 'Ba1'
ALLIANCE HEALTHCARE: Loan Increase No Impact on Moody's 'B1' CFR
ALLIED SYSTEMS: Auto Hauler to Be Sold at Auction
AMC NETWORKS: S&P Revises Outlook to Positive & Affirms 'BB-' CCR

AMERICAN AIRLINES: Offers to Settle Bondholder Make-Whole Appeal
AMERICAN AIRLINES: Plan Outline Objections Won't Hurt Merger
AMERICAN AIRLINES: UST, Banks Object to Disclosure Statement
AMERICAN AIRLINES: Amends US Airways Merger Docs
AMERICAN AIRLINES: Seeks OK of $1.6BB Deal With Unsec. Creditors

AMERICAN AIRLINES: Citi Wants Decision on Contracts by July 2
AMERICAN POWER: Had $1.8 Million Net Sales in First Quarter
AMERICAN REALTY: BoNY Mellon Seeks Conversion or Dismissal
AMF BOWLING: Junior Lenders Buying Biz for Debt, More Loans
APX GROUP: Moody's Rates Proposed $200MM Sr. Notes Add-on 'Caa1'

APX GROUP: S&P Affirms 'B' Corporate Credit Rating; Outlook Stable
ASSURED PHARMACY: Amends First Quarter Form 10-Q
AUTOPARTS HOLDINGS: Poor Performance Triggers Moody's Rating Cuts
BAUSCH & LOMB: Valeant Purchase Bid Cues Moody's Ratings Review
BG MEDICINE: Fails to Comply with NASDAQ's Market Value Rule

BG MEDICINE: Amends 4.1 Million Shares Resale Prospectus
BIOSCRIP INC: New $325MM Debt Get Moody's 'B2' Corp. Family Rating
BON-TON STORES: Prices $350 Million 8.00% 2021 Notes
BROWNIE'S MARINE: Issues 500MM Restricted Stock to R. Carmichael
BUILDERS FIRSTSOURCE: Prices Offering of $350MM of Senior Notes

BUILDING MATERIALS: Moody's Raises CFR to 'Ba2'; Outlook Stable
C&J LAND: Court Rules on Investors' Suit Against Asset Buyer
CASH STORE: Directors Complete Special Investigation
CBM REALTY: Voluntary Chapter 11 Case Summary
CEREPLAST INC: Files Suit Against Magna Group and Hanover

COASTAL CONDOS: Proposes to Hire Attorneys & Accountants
COATES INTERNATIONAL: Modifies Anti-Dilution Plan for Chairman
CODA HOLDINGS: Creditors Object to Proposed Manager Bonuses
COMMUNITY SHORES: Shareholders Elect Three Directors
DANCE NEW AMSTERDAM: Nonprofit Dance Center Files in Manhattan

DAYTOP VILLAGE: Drug-Treatment Provider Confirms Chapter 11 Plan
DESFOR FARMS: Updated Case Summary & Top Unsec. Creditors
DERIVIUM CAPITAL: 4th Cir. Keeps Ruling Against Grayson's Claims
DETROIT MUSEUM: Officials Balk at Forced Sales
EASTMAN KODAK: Advisors Cut Fees by $2.1MM Over Four Months

EDENOR SA: Director Valeria Martofel Resigns
EVERGREEN OIL: Taps Hein & Assoc. as Accountant, Tax Consultant
EVERGREEN OIL: Hires Independent Tax Group as Tax Consultants
EVERGREEN OIL: Panel Taps Mirman Bubman as Bankruptcy Counsel
EVERGREEN OIL: Can Hire John Nash as Special Litigation Counsel

FERRAIOLO CONSTRUCTION: Has OK to Use Cash Collateral Until Aug. 3
FNB UNITED: Copy of First Quarter 2013 Financial Presentation
FIRST MARINER: Incurs $2.3 Million Net Loss in First Quarter
FIRST SECURITY: Director Quits After Completing Recapitalization
FOUR OAKS: Had $77,000 Net Income in First Quarter

FREESEAS INC: Issues Add'l 750,000 Settlement Shares to Hanover
GABRIEL TECHNOLOGIES: Staves Off Conversion or Dismissal for Now
GIBSON GUITAR: Moody's Changes Outlook to Stable; Keeps 'B2' CFR
GUITAR CENTER: S&P Cuts Corp. Credit Rating to 'CCC+'; Outlook Neg
HASSEN REAL ESTATE: Hearing Today on Continued Access to Cash

HAWAIIAN AIRLINES: S&P Assigns 'BB-' Rating to $116.280MM Certs
HIGHWAY TECHNOLOGIES: Wins Interim Approval for $3MM Loan
HOLLAND HOME: Fitch Affirms 'BB+' Ratings on $84.2MM Revenue Bonds
HOSTESS BRANDS: Seeks Approval of Severance, Vacation Claims
HUBBARD RADIO: Moody's Assigns B1 Rating to New $358MM Term Loan

IMAGING3 INC: Bankruptcy Court Confirms Ch. 11 Reorganization Plan
IMH FINANCIAL: Incurs $4.9 Million Net Loss in First Quarter
IMPLANT SCIENCES: Incurs $5.3 Million Net Loss in March 31 Qtr.
INTELSAT INVESTMENTS: Amends Consent Solicitation
JAMES RIVER: To Swap $243.4MM Sr. Notes for $123.3MM New Notes

KINBASHA GAMING: Naoki Kawata Owned 8.9% Equity Stake at Feb. 14
LAKELAND DEVELOPMENT: Plan Filing Period Extended Until July 25
LDK SOLAR: Signs New Wafer Supply Contract
LEAGUE NOW: Further Amends Q1 Form 10-Q to Revise Disclosure
LEHMAN BROTHERS: Unit Has Secondary Offering of AvalonBay Shares

LEHMAN BROTHERS: Brokerage Fees Were $62 Million for One Year
LENDER PROCESSING: Moody's Reviews 'Ba2' CFR Over Fidelity Bid
LENDER PROCESSING: S&P Puts 'BB+' CCR on CreditWatch Positive
LONE PINE: Moody's Lowers CFR to Caa3 on Likely Covenant Breach
MACDERMID INC: S&P Revises Outlook to Stable & Affirms 'B' CCR

MEDIMEDIA USA: Moody's Lifts CFR to B3 Following Refinancing Deal
MERITOR INC: Fitch Rates New $250MM New Unsecured Notes 'B-'
MERITOR INC: $250MM Sr. Notes Offering Gets Moody's 'B3' Rating
MERITOR INC: S&P Assigns 'B-' Rating to $250MM Sr. Unsecured Notes
MFM INDUSTRIES: In Chapter 11 to Pursue Sale of Business

MFM INDUSTRIES: Lenders to Continue Funding in Chapter 11
MIDTOWN SCOUTS: Has Court OK to Hire Hoover Slovacek as Counsel
MILAGRO OIL: Has Private Exchange Offer and Consent Solicitation
MOMENTIVE PERFORMANCE: Amends License Agreement with GE Monogram
MORGANS HOTEL: Yucaipa Representative Attends Annual Meeting

MPG OFFICE: Waiver and First Amendment to Merger Agreement
NAMCO LLC: Governmental Claims Bar Date on Sept. 20
NAMCO LLC: Has Court's Nod to Designate Lee Diercks as CRO
NAMCO LLC: Has OK to Hire Epiq as Administrative Advisor
NAMCO LLC: Can Hire GA Keen as Special Real Estate Advisor

NAMCO LLC: Court OKs Gavin/Solmonese as Committee Fin'l Advisor
NATIVE WHOLESALE: Hiring Webster Szanyi as Special Counsel
NATIVE WHOLESALE: June 3 Hearing on UST Bid to Convert Case
NORTEL NETWORKS: ASC Issues Cease Trade Order on Securities
OCALA FUNDING: Reorganization Tentatively Confirmed

OPTIMUMBANK HOLDINGS: To Effect a 1-for-4 Reverse Stock Split
ORECK CORP: BMC Group Approved as Claims and Notice Agent
ORECK CORP: Responses Due Today on Attorney, Advisor Hirings
ORECK CORP: Has Finance Agreement With AFCO
ORECK CORP: Bankruptcy Judge Sets July Auction for Firm

PACIFIC FORD: Case Summary & 4 Unsecured Creditors
PACIFIC GOLD: Magna Group Held 7.2% Equity Stake at May 9
PATRIOT COAL: Has Green Light to Slash Miners, Retirees Benefits
PATRIOT COAL: Bankruptcy Ruling Wrong, Unfair, UMWA Says
PEMCO WORLD: Sun Capital-Backed Plan Declared Effective

PENSON WORLDWIDE: Court Grants NDV's Sealed Lift Stay Bid
PENSON WORLDWIDE: Regions Wants Stay Lifted to Retrieve Collateral
PENSON WORLDWIDE: Seeks to Walk Away from Goldman Sachs Contract
PHH CORP: Fitch Affirms 'B' Short-Term Issuer Default Rating
PHIL'S CAKE: Can Hire Gregory Sharer as CPA

PIPELINE DATA: Mediator Rosenberg Crafts Settlement
POSITRON CORP: Incurs $1.2 Million Net Loss in First Quarter
PRM FAMILY: Operator of Pro's Ranch Markets Seeks Chapter 11
PRM FAMILY: Section 341 Creditors' Meeting on July 2
PROVIDENT COMMUNITY: Had $463,000 Net Loss in First Quarter

QUAD-C FUNDING: Voluntary Chapter 11 Case Summary
QUICK-MED TECHNOLOGIES: Has License Agreement with Viridis
RCN TELECOM: New Debt Issuance Cues Moody's to Lower CFR to B2
RCN TELECOM: S&P Affirms 'B' CCR & Rates $200MM Notes 'CCC+'
RESIDENTIAL CAPITAL: Access to AFI Cash Collateral Until June 12

RESIDENTIAL CAPITAL: Taps Perkins as Insurance Coverage Counsel
RESIDENTIAL CAPITAL: June Hearing on Hudson, PwC & Pepper Hirings
RESIDENTIAL CAPITAL: MED&G Fails in Bid for Stay Relief
RESIDENTIAL CAPITAL: Brackhahns May Seek to Unwind Foreclosure
ROTECH HEALTHCARE: Chapter 11 Plan for Shareholders in Doubt

SABINE PASS: S&P Assigns BB+ Rating to $420MM & $1.08BB Facilities
SANUWAVE HEALTH: Had $5.4 Million Net Loss in First Quarter
SCHOOLCO REAL ESTATE: Case Summary & 2 Unsecured Creditors
SEDGWICK CLAIMS: Moody's Assigns B2 CFR After Recap Announcement
SEDGWICK CLAIMS: S&P Lowers Counterparty Credit Rating to 'B'

SEWELL BROTHERS: Case Summary & 3 Unsecured Creditors
SOLAR POWER: Incurs $3.1 Million Net Loss in First Quarter
SOTERA DEFENSE: Moody's Changes Ratings Outlook to Negative
SOUND SHORE HEALTH: To Seek Bankruptcy; Montefiore Buying Hospital
SPENDSMART PAYMENTS: Incurs $5.4-Mil. Net Loss in March 31 Qtr.

STANFORD GROUP: SEC Advocates for SIPC Protection of Victims
STRATUS MEDIA: Incurs $2.5 Million Net Loss in First Quarter
SUNY DOWNSTATE MEDICAL: Sustainability Plan Unveiled
SYNAGRO TECHNOLOGIES: S&P Withdraws 'D' Corporate Credit Rating
TEMPLE UNIVERSITY: Fitch Cuts Ratings on $524.39MM Bonds From BB+

TEREX CORP: Credit Quality Gains Prompt Moody's to Lift CFR to B1
TRANS ENERGY: Presented at The Las Vegas Money Show
UNI-PIXEL INC: Goldberg Capital Held 5.2% Stake at May 10
UNIGENE LABORATORIES: Amends Letter Agreement with Victory Park
VALEANT PHARMACEUTICALS: Moody's Retains Ba3 CFR After B&L Bid

VALEANT PHARMACEUTICALS: S&P Puts 'BB' CCR on CreditWatch Negative
VILLAGE AT NIPOMO: Mall Operator Files Ch.11 to Avoid Receivership
VIRGIN RIVER 140: Case Summary & 4 Unsecured Creditors
VYTERIS INC: Heritage to Sell Drug Delivery Patents Online in June
WATERSCAPE RESORT: Court Denies Contractor's Bid for Legal Fees

WOODCREST COUNTRY CLUB: Sells at Auction for $10.1 Million
WOUND MANAGEMENT: Incurs $942,000 Net Loss in First Quarter
WOW INVESTMENTS: Case Summary & 8 Unsecured Creditors
WYLDFIRE ENERGY: Ch.11 Trustee Hires Kelly Hart as Counsel

* Moody's Outlook on U.S. Banking Sector Changed to Stable
* Appeals Court Erects High Barriers to Suing Trustee

* Good Faith on Student Loans Reviewed for Clear Error
* Circuit Is a Stickler for Procedure in Adversaries

* Chambers USA Names MoFo Bankruptcy Firm of the Year
* Matthew Trybula Joins Siegel & Associates' Consumer Practice

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1686 D ROAD: Updated Case Summary & Creditors' Lists
----------------------------------------------------
Lead Debtor: 1686 D Road, LLC
             8862 Estate Drive
             West Palm Beach, FL 33411

Bankruptcy Case No.: 13-22177

Chapter 11 Petition Date: May 24, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Debtors' Counsel: John E. Page, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 NW Executive Center Dr #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0819
                  Fax: (561) 998-0047
                  E-mail: jpage@sfl-pa.com

Scheduled Assets: $139,000

Scheduled Liabilities: $2,309,380

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Highland Condo Properties, LLC         13-22180
  Assets: $550,118
  Debts: $2,514,065

The petitions were signed by Patricia Hastings, manager.

A. A copy of 1686 D Road's list of its seven unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb13-22177.pdf

B. A copy of Highland Condo Properties' list of its eight
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/flsb13-22180.pdf


710 LONG RIDGE: HealthBridge Nursing Homes Seek More Exclusivity
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that five Connecticut nursing homes managed by
HealthBridge Management LLC are seeking a four-month expansion of
the exclusive right to propose a Chapter 11 plan.

According to the report, the facilities say they need more time to
propose a plan, recognizing the lengthy process required for
permanent modification of union labor agreements.  If granted by
the bankruptcy court at a June 13 hearing, the new deadline will
be Oct. 22.

                       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.

The nursing centers said union contracts were causing
unsustainable losses of $1.3 million a month.  In early
March 2013, U.S. Bankruptcy Judge Donald Steckroth allowed the
facilities to reduce wages and benefits temporarily.


AEOLUS PHARMACEUTICALS: Has 30.6MM Shares Resale Prospectus
-----------------------------------------------------------
Aeolus Pharmaceuticals, Inc., registered with the U.S. Securities
and Exchange Commission 30,591,501 shares of its common stock.
The shares will be sold by Michael S. Barish, Biotechnology Value
Fund, L.P., Brio Capital Master Fund, Ltd., et al.

The Company is not selling any common stock under this prospectus
and will not receive any of the proceeds from the sale of shares
by the selling stockholders, however the Company will receive the
proceeds of any cash exercise of the warrants.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "AOLS."  On May 8, 2013, the closing price of the
Company's common stock was $0.44 per share.

A copy of the Form S-1 prospectus is available for free at:

                        http://is.gd/lXpqLK

                    About Aeolus Pharmaceuticals

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

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

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

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


AFA FOODS: Still No Global Settlement After Six Months
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AFA Foods Inc., one of the largest ground-beef
producers in the U.S. until the assets were sold, after six months
has been unable to work out the details of a so-called global
settlement announced in principle at a December hearing in U.S.
Bankruptcy Court in Delaware.

The report relates that in connection with a fourth expansion of
the exclusive right to propose a Chapter 11 plan, the company said
in a May 24 court filing that the settlement "may" allow for
confirmation of a plan.

In the meantime, there will be a hearing on June 19 for an
extension of plan-filing exclusivity until Oct. 2.

Stakeholders working on the global settlement include the official
creditors' committee, former employees, second-lien lenders and
other key players in the bankruptcy reorganization begun in April
2012. Financing for the Chapter 11 effort and the first-lien loan
were repaid when the assets were sold last year.  In October the
bankruptcy court refused to approve a settlement that would have
given releases to Yucaipa Cos., the owner and junior lender.

                          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.


AHERN RENTALS: Files Revised Plan After Settlement
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ahern Rentals Inc., having arranged $740 million in
financing, filed a revised reorganization plan on May 24 to pay
secured creditors in full.

The new plan was accompanied by a plan-support agreement with
holders of 90 percent of the $268 million in junior secured
financing who had been proposing a competing plan where they would
have taken ownership in exchange for debt.  The company's
president Don Ahern was required to nail down new financing so the
junior lenders wouldn't buy the company out from underneath him.

According to the report, the new plan pays off the second-lien
debt in full.  The holders will receive an additional $25 million
if there is a change of control within two years.  That is, if
Ahern sells at a profit, the first $25 million goes to the junior
lenders.  To maintain ownership, Don Ahern is making a $5 million
equity contribution.  There will be a June 5 confirmation hearing
for approval of the revised plan.

At the week's end, the U.S. Bankruptcy Court in Reno, Nevada,
authorized Ahern to sign a commitment agreement for a $325 million
asset-backed loan making up part of the financing to enable
implementation of the plan.  On top of the second-lien debt, the
loans at confirmation will enable the company to pay off about
$216 million projected to be outstanding on the loan financing the
Chapter 11 case and $111.5 million on a term loan.

Noteholders who previously rejected Ahern's plan now have the
ability to change their votes from "no" to "yes."

A copy of Ahern Rental's revised plan is available at:

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

The Debtor is represented by:

          William M. Noall, Esq.
          Thomas H. Fell, Esq.
          Gabrielle A. Hamm, Esq.
          Kirk D. Homeyer, Esq.
          GORDON SILVER
          3960 Howard Hughes Pkwy., 9th Floor
          Las Vegas, Nevada 89169
          Telephone: (702) 796-5555
          Facsimile: (702) 369-2666
          E-mail: wnoall@gordonsilver.com
                  tfell@gordonsilver.com
                  ghamm@gordonsilver.com
                  khomeyer@gordonsilver.com

               - and -

          Gregg M. Galardi, Esq.
          DLA PIPER LLP (US)
          1251 Avenue of the Americas
          New York, NY 10020
          Telephone: (212) 335-4640
          Facsimile: (212) 884-8540
          E-mail: gregg.galardi@dlapiper.com

                        About Ahern Rentals

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

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

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

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

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

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

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

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

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

In March 2013, the Court approved disclosure materials explaining
both plans.  Ahern and the lenders both propose paying unsecured
claims in full.  The lenders' plan fully pays unsecured creditors
when the plan is implemented.  Plan confirmation hearing is set to
begin in June.


AINSWORTH LUMBER: S&P Revises Outlook to Pos. & Affirms 'B-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Vancouver-based Ainsworth Lumber Co. Ltd. to positive from stable.

"We base our outlook revision on the company's improved liquidity
and increased cash flow generation expectations in the next year,"
said Standard & Poor's credit analyst Jamie Koutsoukis.

At the same time, Standard & Poor's affirmed its all ratings on
Ainsworth, including its 'B-' long-term corporate credit rating on
the company.

The ratings on Ainsworth reflect what Standard & Poor's views as
the company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile.  In S&P's view, credit risks
include the company's exposure to cyclical housing construction
markets and to volatile commodity oriented strandboard (OSB)
prices, limited asset and product diversification, and a highly
leveraged capital structure.  S&P believes these risks are
partially mitigated by Ainsworth's low-cost position resulting
from its efficient Canadian assets, higher revenues generated
through value-added products, and what S&P considers "adequate"
liquidity to withstand weak industry conditions.

Ainsworth is a leading OSB producer in North America, with total
annual installed capacity of about 2.5 billion square feet at its
four mills in Canada.  However, production at its High Level,
Alta., mill is in the process of restarting after being curtailed
in 2007.

The positive outlook reflects S&P's view that it could raise its
ratings on Ainsworth if it views it likely that the company will
be able to sustain interest coverage of more than 2.0x, leading to
positive free operating cash flow through the cycle.  S&P believes
this could be achieved if U.S. housing starts continue to recover
to historical norms of 1.5 million starts accompanied by supplier
discipline leading to higher selling prices; or if free operating
cash flows are used to redeem notes outstanding.

Alternatively, S&P could affirm the rating should the company not
be able to generate its projected level of free cash generation
and the company's liquidity position weakens.


ALCOA INC: Moody's Cuts Ratings to 'Ba1'
----------------------------------------
Ben Fox Rubin, writing for Dow Jones Newswires, reports that
Moody's Investors Service downgraded Alcoa Inc. into junk
territory, saying weakness in its industry will continue to
challenge the company's ability to trim its debt levels.  Moody's
cut Alcoa's rating by one notch to Ba1 from Baa3. The outlook is
stable.

The report notes Moody's cited Alcoa's success in cutting costs
and improving productivity. However, slower growth in China and a
recession in Europe continue to weigh on aluminum demand and will
remain headwinds for the company, Moody's said.

"While pockets of strength are evidenced, most notably in the
automotive and aerospace industries, these are not viewed
sufficient for a broad-based global recovery in the aluminum
industry and significant profitability recovery," Moody's stated,
according to the report.

"We believe Moody's decision is a greater reflection of
macroeconomic conditions and the volatility of metal prices than a
true statement of the financial and operating strength of Alcoa,"
the company said, according to the Dow Jones report. "We have a
strong balance sheet and liquidity position with limited near-term
bond maturities."

The report also notes both Standard & Poor's and Fitch Ratings
last month lowered their outlooks on Alcoa, but maintained their
ratings just one notch above junk territory, citing expectations
that low aluminum prices will constrain the company's operating
performance.

The report says Alcoa is the world's largest aluminum maker by
revenue.


ALLIANCE HEALTHCARE: Loan Increase No Impact on Moody's 'B1' CFR
----------------------------------------------------------------
Moody's Investors Services said Alliance Healthcare, Inc.'s
announcement that it is upsizing its offering of new credit
facilities to $470 million from the initial offered amount of $390
million is modestly credit positive.

Alliance's Corporate Family Rating at B1, the Probability of
Default Rating at B1-PD, its senior secured credit facilities
rating at Ba3 and its B3 senior notes rating are unchanged.

The last rating action was the assignment of a Ba3 rating to
Alliance's new credit facilities on May 8, 2013.

The principal methodology used in rating Alliance was the Global
Business & Consumer Service Industry Methodology, published in
October 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Alliance HealthCare is a national provider of outpatient
diagnostic imaging and radiation oncology services.


ALLIED SYSTEMS: Auto Hauler to Be Sold at Auction
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allied Systems Holdings Inc. will be sold to holders
of first-lien debt as the result of a lawsuit in New York state
court where the auto hauler's controlling shareholder Yucaipa Cos.
was ruled ineligible to vote its first-lien debt in giving
instruction to the indenture trustee.

The report relates that, as a result, bondholders affiliated with
Black Diamond Capital Management LLC and Spectrum Group Management
LLC directed the indenture trustee to make an offer to buy Allied
largely in exchange for debt.

In papers filed last week, Allied set up a May 31 hearing for
approval of auction and sale procedures.  First-lien bondholders
would make the first bid at auction.  Unless outbid, the
bondholders would take ownership for $70 million, including cash
to pay off financing for the Chapter 11 case, cash to wind down
the Chapter 11 case, as much as $10 million in cash, and a so-
called credit bid using first-lien secured debt.

The bondholders won't have a breakup fee if outbid, although they
could receive as much as $3 million in documented expenses. The
sale agreement doesn't allow Allied to shop for other offers until
the court approves auction procedures.

                       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.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March, the bankruptcy court also gave the official creditors'
committee authority to sue Yucaipa. The suit includes claims that
the debt held by Yucaipa should be treated as equity or
subordinated so everyone else is paid before the Los Angelesbased
owner. The judge is allowing Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


AMC NETWORKS: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York-based cable network operator AMC Networks Inc. to
positive from stable.  S&P affirmed all ratings, including the
'BB-' corporate credit rating on the company.

At the same time, S&P revised its recovery rating on the company's
senior unsecured debt to '3', indicating its expectations for
meaningful (50%-70%) recovery in the event of a payment default,
from '4' (30%-50% recovery expectation).  The revision is a result
of a lower amount of senior secured debt as the company repaid
$250 million of its term loan A and fully repaid its term loan B
since 2011.  The 'BB-' issue-level rating on the notes remains
unchanged.

The outlook revision reflects the company's improving credit
metrics as leverage has decreased to 4.6x, as of March 31, 2013,
from 5.8x when the company was first rated.  The revision also
reflects S&P's expectation that the company will continue to
reduce leverage to below 4x in the next 12 months.

The rating on AMC Networks Inc. reflects the company's "fair"
business risk profile and "aggressive" financial risk profile,
according to S&P's criteria.

S&P's business risk assessment is based on the following factors:

   -- The company's cable network portfolio, with a single
      network--AMC--as the largest individual network contributor
      for its revenue and cash flow;

   -- Its three smaller networks, which generate a smaller
      proportion, but growing revenue and cash flow;

   -- The trend of declining cable network audience ratings across
      the cable network sector (though AMC Networks has gone
      against this trend so far);

   -- Stable affiliate fees that S&P expects will continue rising
      steadily; and

   -- A strong EBITDA margin.

S&P's financial risk assessment reflects the company's aggressive
lease-adjusted leverage, which was 4.6x as of March 31, 2013, and
which S&P expects to improve to the low-4x area by the end of 2013
and to under 4x in 2014.  S&P assess AMC Networks' management and
governance as "fair."

S&P could raise its ratings on AMC Networks if the company were to
lower adjusted leverage to below 4x on a sustained basis.

S&P could revise its outlook to stable if leverage were to remain
above 4x.  Most likely this could occur if the company were to
deviate from its current strategy of repaying debt.
Alternatively, S&P could revise the outlook to stable if operating
performance were to falter with the ending of "Mad Men" and
"Breaking Bad" and poor performance by the replacement shows.


AMERICAN AIRLINES: Offers to Settle Bondholder Make-Whole Appeal
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp., the parent of American Airlines Inc., made
what amounts to a settlement offer to holders of $1.245 billion in
bonds secured by aircraft.

The report recounts that the bankruptcy court ruled in January
that AMR could pay off the bonds without giving the holders a
so-called make-whole premium for early repayment of the debt. The
indenture trustees appealed.  Briefs have been filed. Argument
will be held on June 20 in the U.S. Court of Appeals.

The report notes that although the bankruptcy court order wasn't
stayed during appeal, AMR decided not to pay off the bonds because
the appeals court might reverse and require paying the make-whole
premium.  AMR is in a bind because it could only pay off the bonds
without the make-whole premium when implementing the pending
Chapter 11 reorganization plan.  If the appeals court doesn't rule
until after the plan is consummated, AMR wouldn't be able to repay
the bonds even if the bankruptcy court ruling were upheld.

According to the report, AMR filed papers in bankruptcy court last
week for authority to conduct a tender offer to the holders of the
bonds that are subject to the make-whole appeal.  For bondholders
who accept, AMR will buy back the bonds for the full principal
amount, plus accrued interest and $65 for each $1,000 bond. If
more than 50 percent of an issue accepts the offer, there will be
an extra $5 per $1,000.  For the offers to be implemented, there
must be acceptance by at least 40 percent of the bonds in each
series.  By purchasing the bonds, AMR will have the right if it
owns enough of the issues to instruct the indenture trustees to
drop the appeal.  In that event, holders who didn't tender would
only receive par value plus interest.

There will be a hearing on June 13 to approve making the offer.

AMR's offer is in the range where the bonds have been trading
recently. For the $660.4 million in 2011-2 bonds, the last trade
was for 107 cents on the dollar on May 17, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.  For the $425.1 million in the 2009-1A issue, the last
trade was May 16 for 105.75 cents.

AMR would purchase the bonds using cash on hand and could then
issue new debt at today's lower interest rates, saving $200
million by selling a new issue of $1.5 billion in so-called
enhanced equipment trust certificates.  The loans being paid early
call for interest at rates from 8.6 percent to 13 percent. AMR
said new debt will bear interest comparable to the 4 percent to
4.75 percent rates other major airlines recently negotiated.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Plan Outline Objections Won't Hurt Merger
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the deadline for creditors of AMR Corp. to object to
disclosure materials came and went without any complaints that
could blow up the proposed merger with US Airways Group Inc.

The report relates that the hearing for approval of the disclosure
statement explaining AMR's reorganization plan, originally
scheduled for May 30 and now set for June 4, principally drew
technical objections from indenture trustees representing
bondholders.

According to the report, many want AMR, the parent of American
Airlines Inc., to decide sooner rather than later whether the debt
will stay in place after the plan is implemented. Others raise
technical objections often ironed out to everyone's satisfaction.

The U.S. Trustee raised two objections, both related to fees.  The
Justice Department's bankruptcy watchdog doesn't go along with the
idea of paying legal expenses of individual creditors in an ad hoc
group instrumental in negotiating the plan.  She says paying fees
is prohibited by Congress except for official committees or in
cases where the judge decides the creditor made a substantial
contribution benefiting everyone.  She also contends that
severance to outgoing Chief Executive Officer Thomas Horton can't
be paid as part of the plan when it's not permissible before
confirmation.

Mr. Rochelle notes that on the issue of paying individual
creditors' fees, the U.S. Trustee is currently litigating the same
subject with Lehman Brothers Holdings Inc., whose plan was already
confirmed and implemented.

Citibank NA, the report adds, wants clarity on whether AMR will
continue using the bank in connection with the frequent-flier
rewards program.

At the June 4 hearing, AMR will also seek court approval for the
agreement where creditors with $1.6 billion in claims bind
themselves to supporting the plan.  The agreement, like the
Chapter 11 plan, details how AMR constituencies will receive 72
percent of the stock of the merged airlines.  Depending on the
price the stock fetches in the market, AMR creditors could be paid
in full.  AMR shareholders are to receive a minimum of 3.5 percent
of the stock, and more depending on how high it trades in the
weeks following the merger and emergence from Chapter 11.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: UST, Banks Object to Disclosure Statement
------------------------------------------------------------
The U.S. trustee overseeing AMR Corp.'s bankruptcy is blocking
efforts by the company to win court approval of the disclosure
statement explaining its Chapter 11 reorganization plan.

Tracy Hope Davis, the official charged with regulating bankruptcy
cases in the New York region, asked Judge Sean Lane of the U.S.
Bankruptcy Court for the Southern District of New York not to
approve the outline of the plan, saying that the $19.9 million
severance payment for AMR's chief executive officer Tom Horton
violates bankruptcy law.

Ms. Davis said the severance package is not allowed under the
federal bankruptcy law, referring to Section 503(c) that was added
to the Bankruptcy Code in 2005 to limit executive compensation.
According to the U.S. Trustee, a severance payment is only
acceptable when it is part of a program applicable to all
employees, and it is not more than 10 times the average severance
pay for non-management employees during the year in which the
payment is going to be made.

Mr. Horton's severance package meets neither of those criteria,
the U.S. Trustee said in a court filing.

The U.S. Trustee also said the outline of the plan does not
provide sufficient information about the settlements between
various classes of unsecured creditors.

When Judge Lane approved AMR's $11 billion merger with US Airways
Group Inc. in March, he refused to approve the severance package,
saying it was a matter that should be left for the restructuring
plan.

Sean Collins, an AMR spokesman, said he did not expect the U.S.
Trustee's objection to delay the court approval process, according
to a May 24 Reuters report.  "Consistent with what American
indicated previously, the company expects that Mr. Horton's
compensation arrangement will be addressed at the plan
confirmation hearing," Mr. Collins told Reuters.

              Citibank, et al., Oppose Plan Outline

Major U.S. banks including Citibank N.A. and U.S. Bank N.A. also
criticized the company for giving insufficient information about
many facets of its restructuring plan.

Citibank, a partner of American Airlines Inc. in its AAdvantage
frequent-flier program, objected to the disclosure statement,
saying its agreements to offer AAdvantage-branded credit cards
have been left in limbo.

Citibank said the airline's decision whether to assume or reject
the agreements would have a big impact on its bankruptcy case
since the bank has a big potential claim against the airline.

"Were the debtors to reject these critical agreements with
Citibank, it would create a multibillion-dollar fully-secured
claim that would materially alter the plan's distribution regime,"
the bank said in a court filing.

Meanwhile, U.S. Bank said the disclosure statement does not have
financial analysis of the inter-creditor claims and their impact
on the plan's distribution scheme.

The proposed disclosure statement also drew flak from U.S. Bank
Trust N.A. and Appaloosa Management L.P.

U.S. Bank Trust complained the outline does not have relevant
information about the trustee's appeal from Judge Lane's earlier
order, which authorized AMR to refinance over a billion dollars of
notes under a secured lending arrangement without paying so-called
make-whole amount.

For its part, Appaloosa, an investment adviser to certain funds,
filed court papers stating that it is reserving its rights to
challenge the thresholds proposed by AMR for determining which
claimants will be required to file a notice of substantial
claimholder.

AMR filed on April 15 its restructuring plan, which sets out how
much creditors will recover on their claims.  The plan is based on
the company's merger with US Airways.

Under the plan, unsecured creditors of AMR, Americas Ground
Services Inc., PMA Investment Subsidiary Inc. and SC Investment
Inc. will recover their claims in full.  Unsecured creditors of
AMR's subsidiaries, including American Airlines and American Eagle
Airlines Inc., will also get 100% recovery on their claims.

Meanwhile, shares of common stock of the new company will be
distributed to workers, including pilots and flight attendants at
American Airlines.

Judge Lane will hold a hearing on June 4 to consider approval of
the disclosure statement.

Susan D. Golden, Esq., Michael T. Driscoll, and Brian S. Masumoto,
trial attorneys, in New York, represent the U.S. Trustee.

Ira H. Goldman, Esq., Kathleen M. LaManna, Esq., and Corrine L.
Burnick, Esq., at Shipman & Goodwin LLP, in Hartford, Connecticut,
and Michael G. Burke, Esq., and Andrew P. Propps, Esq., at Sidley
Austin LLP, in New York, represent U.S. Bank Trust National
Association, as Trustee and Security Agent for the American
Airlines, Inc. 2009-2 Secured Notes Due 2016.

James O. Johnston, Esq., and Joshua D. Morse, Esq., at Jones Day,
in Los Angeles, California, and Mark L. Prager, Esq., and Douglas
E. Spelfogel, Esq., at Foley & Lardner LLP, in New York, represent
U.S. Bank National Association, solely in its capacity as
Indenture Trustee under the 7.50% Senior Secured Notes Due 2016.

Marshall S. Huebner, Esq., Timothy E. Graulich, Esq., Natasha
Tsiouris, Esq., and P. Alexandre de Richemont, Esq., Davis Polk &
Wardwell LLP, in New York, represent Citibank.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Amends US Airways Merger Docs
------------------------------------------------
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).


AMERICAN AIRLINES: Seeks OK of $1.6BB Deal With Unsec. Creditors
----------------------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court in Manhattan to approve
a settlement agreement with creditors holding about $1.6 billion
in unsecured claims.

Under the deal, unsecured creditors agreed to vote in favor with
AMR's Chapter 11 reorganization plan, which is based on its merger
with US Airways Group Inc. and provides for the treatment of its
stakeholders in accordance with an agreed plan term sheet.

The term sheet provides for the resolution of issues among
unsecured creditors, and issues regarding the validity of inter-
company claims among the company, American Airlines Inc. and AMR
Eagle Holding Corp.

The term sheet also provides a mechanism for unsecured creditors
to receive a distribution of equity in the new parent company of
the combined airlines based on the trading prices of its common
stock on and after the effective date of the plan.

Another important component is the guaranteed distribution of 3.5%
of the common stock of the new company to holders of equity
interests in AMR, with the potential for those equity holders to
receive significantly more value, according to court papers.

The compromise that is embodied in the term sheet has been
incorporated into AMR's restructuring plan filed on April 15.  A
copy of the agreement and the term sheet is available for free at
http://is.gd/UGugq0

Judge Sean Lane will hold a hearing on June 4 to consider approval
of the settlement agreement.

Stephen Karotkin, Esq., and Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, in New York, filed the motion on behalf of
the Debtors.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Citi Wants Decision on Contracts by July 2
-------------------------------------------------------------
Citibank N.A. filed a motion demanding that American Airlines Inc.
decide by July 2 if it would assume or not their agreements tied
to its AAdvantage frequent-flier program.

Citibank, which has offered AAdvantage-branded credit cards for
American Airlines for years, said the carrier's decision would
have a big impact on its bankruptcy case because the bank has a
big potential claim against the carrier.

The bank advanced $1 billion to American Airlines in 2009 by
pre-purchasing miles in the AAdvantage program.  The obligation is
secured by airport slots, route authorities and other assets.

In July 2012, Citibank filed a claim against American Airlines and
each of its affiliated debtors.  Each claim asserts more than $1
billion in the event of a rejection, breach or termination of the
agreements.

"Were the agreements to be rejected, Citibank would have a
multibillion dollar claim secured by some of the debtors' most
valuable assets," said Marshall Huebner, Esq., at Davis Polk &
Wardwell LLP, in New York.

"All stakeholders need to know the outcome and myriad material
consequences of the debtors' decision regarding the Citibank
agreements when they cast votes for or against the plan," the
bank's lawyer said.

Separately, Citibank asked the bankruptcy judge to estimate and
temporarily allow its claims for purposes of voting on American
Airlines' restructuring plan.

In court filings, Citibank expressed concern it would be deprived
of its right to vote on the plan by the airline's indecision.

Under the proposed plan, secured claims are not entitled to vote
and will be deemed to accept the plan because they are classified
as unimpaired.

According to Citibank, nothing in the plan or the disclosure
statement indicates how its secured claim will be satisfied so as
to leave the bank unimpaired.

"If not remedied, Citibank may well be deprived of its statutory
right to vote and then learn only after the voting deadline that
its claim . . . has been significantly impaired," the bank said in
court filings.

A court hearing is scheduled for June 13.  Objections are due by
June 3.

Marshall S. Huebner, Esq., Timothy E. Graulich, Esq., Natasha
Tsiouris, Esq., and P. Alexandre de Richemont, Esq., at Davis Polk
& Wardwell LLP, in New York, represent Citibank, N.A.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN POWER: Had $1.8 Million Net Sales in First Quarter
-----------------------------------------------------------
American Power Group Corporation reported a net loss available to
common shareholders of $798,000 on $1.85 million of net sales for
the three months ended March 31, 2013, as compared with a net loss
available to common shareholders of $1.11 million on $573,000 of
net sales for the same period during the prior year.

For the six months ended March 31, 2013, the Company incurred a
net loss available to common shareholders of $1.65 million on
$2.72 million of net sales, as compared with a net loss available
to common shareholders of $2.25 million on $969,000 of net sales
for the same period a year ago.

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

Lyle Jensen, American Power Group Corporation's president and
chief executive officer, stated, "We continue to execute well on
our strategy to introduce and market our dual fuel technology for
applications across a diverse group of industries, including oil
and gas exploration and production, industrial and heavy-duty
vehicular.  APG's field performance, emissions compliance, and
competitive pricing have been the foundation enabling us to drive
our oil & gas industry conversions and will also enable us to
accelerate our heavy-duty vehicular conversion business.  We
believe APG's flexible dual fuel technology can be a catalyst to
increasing adoption of natural gas fueled vehicles around the
world."

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

                        http://is.gd/3LkawI

                    About American Power Group

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

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


AMERICAN REALTY: BoNY Mellon Seeks Conversion or Dismissal
----------------------------------------------------------
Bank of New York Mellon asks the U.S. Bankruptcy Court for the
Northern District of Texas to convert the Chapter 11 case of
American Realty Trust, Inc., to one under Chapter 7 of the
Bankruptcy Code, or in the alternative, appoint a Chapter 11
trustee, or an examiner.

Bank of New York Mellon is successor to Bank of New York - Global
Corporate Trust, as trustee for the Registered Certificate Holders
of Commercial Capital Access One, Inc., Commercial Mortgage Bonds,
Series 3 acting through Berkadia Commercial Mortgage, LLC, its
special servicer a creditor,

According to BoNY Mellon's court filing, no hearing will be
conducted on the bank's request unless a written response is filed
with the clerk of the U.S. Bankruptcy Court by the close of
business on June 3.

BoNY Mellon notes that so-called Atlantic Parties, creditors of
the Debtor, had filed a motion to dismiss case as a bad faith
filing based on the Debtor's inability to reorganize, fraud,
incompetence, dishonesty, and gross mismanagement.

According to the Bank, while the Trust agrees that the Atlantic
Parties' motion to dismiss establishes "cause" for relief, the
Trust does not believe that it is in the best interest of the
estate or the Debtor's other creditors to dismiss the case.
Rather, the Trust requests that the Court order the appointment of
a chapter 11 trustee, and the appointment of an examiner.

Keith M. Aurzada, Esq., and John C. Leininger, Esq., at Bryan Cave
LLP, represent the Bank.

                    About American Realty Trust

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc.  Coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago, American Realty Trust, Inc.,
filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883)
in Las Vegas on Jan. 26, 2012.  The case was later dismissed on
Aug. 1, 2012, by Judge Mike K. Nakagawa.

Creditors David M. Clapper, Atlantic XIII, LLC, and Atlantic
Midwest, LLC -- Clapper Parties -- sought the dismissal, citing,
among other things, the Debtor has been stripped off of its assets
prepetition and its ownership structure changed 10 days before the
bankruptcy filing in an admitted effort to avoid disclosures to
the Securities and Exchange Commission.

American Realty Trust then filed for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 12-71453) on Aug. 29, 2012, with Bankruptcy
Judge Barbara Ellis-Monro presiding over the case.  The case was
later transferred from Atlanta to Dallas (Bankr. N.D. Tex. Case
No. 13-30891) effective Feb. 22, 2013, at the behest of the
Clapper Parties.  The Clapper Parties, who won a $72 million
judgment against the Debtor, again has sought to move the case to
Forth Worth and reassign the case to Judge Russell Nelms on
grounds that Judge Nelms has experience with the parties and the
issues raised in the dismissal motion filed by the Atlantic
Parties.

The Debtor has scheduled assets totaling $79,954,551, comprised
of: (i) real property valued at $87,884; (ii) equity interests in
affiliated entities of an unknown value; and (iii) litigation
claims valued at $79,866,667.  The Debtor has scheduled
liabilities totaling $85,347,587.95, comprised of: (i) $10,437.73
in unsecured priority tax claims; and (ii) unsecured non-priority
claims of $85,336,886.61 (of which at least $77,164,701.14 are
contested litigation claims against the Debtor).


AMF BOWLING: Junior Lenders Buying Biz for Debt, More Loans
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMF Bowling Worldwide Inc. is headed for a June 25
confirmation hearing where second-lien creditors owed $80 million
intend on emerging with an approved Chapter 11 plan and ownership
of the bowling alley operator.

As recently as April, the plan was for holders of $218 million in
first-lien debt to become owners by swapping debt.  To conclude
the Chapter 11 filing begun in November on terms more favorable to
them, the junior lenders put together a plan of their own
including a combination with Strike Holdings LLC, the owner of six
high-end bowling centers operating under the name Bowlmor.

On emerging from bankruptcy, AMF will combine with Bowlmor and
have more debt for borrowed money than before the Chapter 11
filing.

According to the report, the substitute plan was crafted by
Bowlmor together with affiliates of Cerberus Capital Management LP
and JPMorgan Chase & Co., who together hold 70 percent of the
second-lien debt and 11.5 percent of the first-lien notes. Cash
will be provided by a $260 million loan from an affiliate of
Credit Suisse Group AG, which holds 17.5 percent of the first-lien
debt and 11.6 percent of the second lien.

The Plan provides for these terms:

    * First-lien debt will be paid in full with interest at the
non-default rate.

    * In exchange for debt, the second-lien creditors will receive
20 percent of the stock of the combined companies, to be called
Bowlmor AMF.

    * The report notes that to receive another 57.5 percent of the
combined companies' equity, second-lien noteholders can
participate in an offering to provide a $50 million second-lien
loan.

    * Unsecured creditors with claims totaling from $29 million to
$34 million will share a cash pot of $2.35 million for a recovery
of 7 percent to 8 percent.

    * Second-lien holders' deficiency claim won't participate in
the pool for unsecured creditors.

    * In return for contributing Bowlmor to the new company,
owners of Strike Holdings will receive 22.5 percent of the equity.

The offering is backstopped by Cerberus, JPMorgan and Credit
Suisse, which will purchase any part of the loan not subscribed by
other second-lien holders.

The official unsecured creditors' committee and holders of about
80 percent of the second-lien debt and 30 percent of the first
lien support the new plan.  The original plan had offered $300,000
-- or a 1% recovery -- for unsecured creditors.

                    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.


APX GROUP: Moody's Rates Proposed $200MM Sr. Notes Add-on 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to a proposed
$200 million senior unsecured notes add-on offered by APX Group,
Inc. (dba "Vivint"). All other ratings were affirmed, including
Vivint's B2 Corporate Family Rating. The ratings outlook remains
stable.

Rating assigned (and Loss Given Default Assessment):

  Proposed $200 million senior unsecured notes due 2020, Caa1
  (LGD5, 84%)

Ratings affirmed (and Loss Given Default Assessments):

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

  $925 million senior secured notes due 2019, B1 (LGD3, to 35%
  from 41%)

  $380 million senior unsecured notes due 2020, Caa1 (LGD5, to 84%
  from 88%)

Ratings Rationale:

"Funded debt over the next 12-18 months will not be materially
higher than previously expected", stated Moody's Vice President /
Senior Analyst Suzanne Wingo. "However, Vivint's near-term
liquidity profile is enhanced by using permanent debt instead of
the revolver", she added. Proceeds from the sale of the 2GIG
Technologies business has further added about $75 million of
incremental cash to the balance sheet, net of a $60 million
dividend permitted as a result of the sale.

The B2 CFR reflects Moody's expectation for a de-leveraging of
debt / recurring monthly revenue to the 33-36x range over the next
12-18 months. Vivint intends to deploy cash proceeds towards
customer acquisition costs so as to grow its subscriber base and
RMR by at least 10% annually in each of 2013 and 2014. Subscriber
contracts provide steady and predictable revenue streams, subject
to expectations for attrition rates which may rise modestly as a
larger percentage of customers roll off their original contracts.

Like its competitors, Vivint must spend a significant amount
annually to replace customers lost to attrition. However, Moody's
estimates that free cash flow would be positive in a steady state
customer-acquisition scenario. The residential alarm monitoring
industry is highly fragmented with low barriers to entry and is
seeing heightened competition from cable and telecommunication
providers entering the market in an attempt to sell additional
services to existing customers. Secular changes in technology and
consumer preferences provide a longer-term threat.

The stable outlook reflects Moody's expectation that Vivint will
use its cash balance over the next 12-18 months to fund double-
digit percentage RMR growth while maintaining a good liquidity
profile. While not expected in the near term, the ratings could be
upgraded if Vivint sustains debt / RMR below 30x and free cash
flow (before growth spending) to debt above 10%, while maintaining
a good liquidity profile with pool attrition rates at or below
industry averages. Conversely, the ratings could be downgraded if
debt / RMR is sustained above 38x, free cash flow (before growth
spending) moves toward breakeven, or attrition rates are expected
to rise above 13%.

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

Vivint provides alarm monitoring and home automation services to
approximately 680 thousand residential customers in North America.
Pro forma for the sale of 2GIG Technologies, Vivint reported 2012
revenues of approximately $397 million.


APX GROUP: S&P Affirms 'B' Corporate Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Provo, Utah-based APX Group Holdings Inc. (a/k/a
Vivint).  The outlook is stable.

At the same time, S&P affirmed its 'B' issue-level rating with a
recovery rating of '4' on the company's $925 million senior
secured notes.  The '4' recovery rate rating indicates S&P's
expectation of average (30% to 50%) recovery for lenders in the
event of default.

In addition, S&P affirmed its 'CCC+' issue-level rating with a
recovery rating of '6' on the company's senior unsecured notes.
The company plans to issue a $200 million add-on to these existing
8.75% senior unsecured notes due 2020, which brings the unsecured
note amount to $580 million.  The recovery rating of '6',
indicates S&P's expectation of negligible (0% to 10%) recovery for
lenders in the event of payment default.

The company is using the additional senior note proceeds, in lieu
of drawing on the existing revolver, to create new accounts.  As a
result, S&P's expected net leverage will remain unchanged, as will
gross leverage over the intermediate term because the company will
use proceeds to invest in generating new customer accounts.

"The rating on Vivint reflects the company's 'highly leveraged'
financial risk profile, its reliance on debt to fund growth, and
its second-tier position in a highly competitive market with low
barriers to entry," said Standard & Poor's credit analyst
Katarzyna Nolan.  These factors are partly offset by the company's
highly recurring revenues and its above-industry revenue growth
rate.

Vivint provides electronic home security, energy management, and
home automation services to approximately 680,000 subscribers in
the U.S. and Canada.  Based on revenues of about $397 million (pro
forma for the sale of 2 GIG) for the 12 months ended Dec. 31,
2012, Vivint was the second-largest company in the highly
fragmented residential alarm monitoring industry.  S&P estimates
its revenues to be approximately 12% that of the industry leader,
ADT Corp. (The).

The stable outlook reflects Vivint's recurring and predictable
revenue base.  It also reflects S&P's expectation that the company
will maintain its competitive position in the residential alarm
monitoring industry and its ability to reduce account creation
investment if needed.  S&P could lower the rating if industry
conditions cause the company's liquidity to deteriorate, such that
internally generated cash flow is not sufficient to offset
accounts attrition or the revolving facility covenant headroom
falls to below 15%.  An upgrade in the next 12 months is not
likely, given the company's highly leveraged financial profile and
our view that it will continue using cash flow and debt to finance
growth, rather than reducing debt.


ASSURED PHARMACY: Amends First Quarter Form 10-Q
------------------------------------------------
Assured Pharmacy, Inc., has amended its quarterly report on Form
10-Q for the quarter ended March 31, 2013, as filed with the
Securities and Exchange Commission on May 15, 2013, to furnish
Exhibits 101 to the Form 10-Q in accordance with Rule 201(c) and
Rule 405 of Regulation S-T.  Exhibits 101 provide the financial
statements and related notes from the Form 10-Q formatted in XBRL
(eXtensible Business Reporting Language).  This Amendment No. 1 to
the Form 10-Q also updates the Exhibit Index to reflect the
furnishing of Exhibits 101.  No other changes have been made to
the Form 10-Q.  A copy of the Amended Form 10-Q is available at:

                        http://is.gd/QiGtmT

                      About Assured Pharmacy

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

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

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

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

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

                          Bankruptcy Warning

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


AUTOPARTS HOLDINGS: Poor Performance Triggers Moody's Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Autoparts
Holdings Limited -- Corporate Family and Probability of Default
Ratings, to B3 and B3-PD from B2 and B2-PD, respectively.

In a related action Moody's lowered the rating of the company's
senior secured first lien bank credit facilities to B2 from B1,
and lowered the rating of the senior secured second lien term loan
to Caa2 from Caa1. The rating outlook remains negative.

The following ratings were lowered:

Autoparts Holdings Limited:

  Corporate Family Rating, to B3 from B2;

  Probability of Default, to B3-PD from B2-PD;

Fram Group Holdings Inc./Prestone Holdings Inc./Fram Group
(Canada) Inc., as co-borrowers:

  $50MM Senior Secured First Lien revolving credit facility due
  2016, to B2 (LGD3, 37%) from B1 (LGD3, 38%);

  $530MM Senior Secured First Lien Term Loan due 2017, to B2
  (LGD3, 37%) from B1 (LGD3, 38%);

  $150MM Senior Secured Second Lien Term Loan due 2018, to Caa2
  (LGD5, 85%) from Caa1 (LGD5, 85%)

Ratings Rationale:

The lowering of Autoparts' Corporate Family Rating to B3 to
reflect the ongoing industry pressures in the company's automotive
aftermarkets and the company's weak credit metrics.

Lackluster economic conditions in North America have softened
consumer discretionary spending, resulting in delayed regular
automotive vehicle servicing and sales pressure. Autoparts also
has experienced soft market conditions and higher material costs
(e.g., ethylene glycol in its antifreeze product segment). Further
pressuring the company's operating performance has been ongoing
business integration and restructuring costs as management
implements long-term profit improvement actions. While management
indicates that a significant portion of previously planned savings
initiatives are in place, they have been largely offset by the
soft market conditions, higher material costs (net of index
pricing), and pricing pressures in the current operating
environment, making it necessary for the company to consider
additional savings initiatives. Moody's estimates that the
Autoparts' EBIT/interest expense (inclusive of Moody's standard
adjustments) is well below 1x for the LTM period ending March 31,
2013 and debt reduction levels well below Moody's prior
expectation.

The negative outlook reflects Moody's concern that current
industry pressures will continue over the intermediate-term
further undermining the company's efforts to improve profitability
through cost reduction initiatives. Autoparts' financial covenants
calculations incorporate certain add backs, including pro forma
savings for implemented cost saving initiatives which should
support liquidity over the near-term. However, without a material
and sustained improvement in credit metrics the company could face
additional challenges as it prepares for the refinancing of its
revolving credit facility which comes due in 2016.

Autoparts' adequate liquidity profile is anticipated to be
maintained over the near-term supported by cash balances and
availability under the $50 million senior secured revolving credit
facility. As of March 31, 2013, the company had about $55 million
of cash and cash equivalents on hand. Availability under the
revolving credit facility was about $46 million after $3.9 million
of outstanding letters of credit. Moody's expects that Autoparts
will be slightly free cash flow positive over the near-term.
Modest revenue growth should moderate working capital needs while
the achievement of cost saving initiatives is expected to help
mitigate margin pressure. There is no required amortization under
the first lien term loan for remainder of 2013. The primary
financial covenants under the senior secured facilities include a
maximum total leverage ratio, a minimum interest coverage ratio,
and a maximum capital expenditure limitation. While certain pro
forma cost saving adjustments support Autoparts' ability to remain
in covenant compliance over the near-term, these savings must
materialize in the company's operating results sufficient to
offset industry pressures in order to support debt service and
advert a deteriorating liquidity profile. Alternative liquidity is
limited as essentially all of the company's domestic assets secure
the bank credit facilities.

Future events that could drive Autoparts' ratings lower include:
market share losses or raw material cost pressures not offset by
pricing actions/operating efficiencies resulting operating margins
being maintained below 4%, the inability to improve EBIT/interest
to above 1x, or a deteriorating liquidity profile.

Future events that could potentially improve the company's outlook
include: improvement in revenues and EBIT margins through organic
growth above 5%, EBIT/interest above 1.5x, and debt reduction from
free cash flow generation.

The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology published in January
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.

Autoparts Holdings Limited, headquartered in Lake Forest, IL, is a
leading manufacturer of high quality, non-discretionary products
for the automotive and heavy-duty aftermarket. The company's
brands include FRAM, Prestone and Autolite. For fiscal year 2012,
the Autoparts had sales of approximately $920 million. The company
is owned by an affiliate of Rank Group Ltd, a New Zealand based
private equity firm.


BAUSCH & LOMB: Valeant Purchase Bid Cues Moody's Ratings Review
---------------------------------------------------------------
Moody's Investors Service placed Bausch & Lomb Incorporated's debt
ratings on review for upgrade following news that the company has
signed a definitive agreement to be acquired by Valeant
Pharmaceuticals International for $8.7 billion in cash.

At the same time, Moody's affirmed Bausch's SGL-2 Speculative
Grade Liquidity Rating. If all of Bausch's existing debt is
retired, the ratings will be withdrawn. However any remaining debt
could be upgraded.

Ratings placed on review for upgrade:

Bausch & Lomb Incorporated

B2 Corporate Family Rating

B2-PD Probability of Default Rating

B1, LGD3, 35% US Senior Secured Term Loan

B1, LGD3, 35% US Senior Secured Revolver

B1, LGD3, 35%, Senior Secured Delayed Draw Term Loan

Caa1, LGD5, 83% Senior Unsecured Notes

Bausch & Lomb B.V.

B1, LGD3, 35% European Senior Secured Term Loan

Ratings Rationale:

Moody's rating review will focus on the benefits of Bausch
becoming part of a larger combined company with a stronger credit
profile. Although Moody's understands that management expects
Bausch's debt to be repaid, if any debt remains outstanding, the
rating review will evaluate any support mechanisms Valeant
provides to Bausch's debt.

Bausch's B2 Corporate Family Rating reflects the company's high
leverage and weak credit metrics. Debt/EBITDA recently increased
after including incremental debt associated with a dividend payout
to the company's sponsors. Moody's expects metrics to improve as
Bausch benefits from new acquisitions and better performance in
existing product areas. The ratings also reflect large competitors
in the eyecare space including Alcon (Novartis), AMO (Abbott) and
Vistakon (J&J). That said, Bausch benefits from relatively large
size and scale compared to other "B" rated issuers, as well as
solid brand equity and geographic diversity.

The principal methodology used in rating Bausch & Lomb was the
Global Medical Product and Device Industry Methodology published
in October 2012. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Rochester, New York, Bausch & Lomb Incorporated
is a leading worldwide provider of eye care products, including
contact lens, lens care, ophthalmic pharmaceuticals, and surgical
products. Bausch & Lomb was acquired by Warburg Pincus, a private
equity firm in October 2007.


BG MEDICINE: Fails to Comply with NASDAQ's Market Value Rule
------------------------------------------------------------
BG Medicine, Inc., received written notice from the Listing
Qualifications Department of The NASDAQ Stock Market LLC notifying
the Company that for the preceding 30 consecutive business days,
the Company's Market Value of Listed Securities had closed below
the minimum $50,000,000 requirement for continued listing on The
NASDAQ Global Market, set forth in NASDAQ Listing Rule
5450(b)(2)(A).  The notice has no immediate effect on the listing
of the Company's common stock and the common stock will continue
to trade on The NASDAQ Global Market under the symbol "BGMD" at
this time.

In accordance with NASDAQ Listing Rule 5810(c)(3)(C), the Company
has a grace period of 180 calendar days, or until Nov. 11, 2013,
to regain compliance with NASDAQ Listing Rule 5450(b)(2)(A).
Compliance can be achieved automatically and without further
action if the Company's MVLS closes at $50,000,000 or more for at
least 10 consecutive business days at any time during the 180-day
compliance period.

If the Company does not regain compliance by Nov. 11, 2013, NASDAQ
will notify the Company that its common stock will be subject to
delisting.  If the Company receives a notice of delisting, the
Company would then be entitled to appeal the NASDAQ Staff's
determination to a NASDAQ Listing Qualifications Panel and request
a hearing.  The Company is currently considering available options
to resolve the listing deficiency and to regain compliance.  There
can be no assurance that the Company will be able to regain
compliance with The NASDAQ Global Market listing requirements.

Another option available to the Company is to apply to transfer
the listing of its common stock to The NASDAQ Capital Market.  To
qualify, the Company would need to satisfy the listing
requirements for that market, which are lower than the
requirements for The NASDAQ Global Market on which the common
stock currently trades.

                        About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

BG Medicine reported a net loss of $23.8 million in 2012, compared
with a net loss of $17.6 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $23.49 million in total assets,
$15.11 million in total liabilities, and $8.37 million in total
stockholders' equity.

"We expect to incur further losses in the commercialization of our
cardiovascular diagnostic test and the operations of our business
and have been dependent on funding our operations through the
issuance and sale of equity securities.  These circumstances may
raise substantial doubt about our ability to continue as a going
concern," according to the Company's annual report for the period
ended Dec. 31, 2012.


BG MEDICINE: Amends 4.1 Million Shares Resale Prospectus
--------------------------------------------------------
BG Medicine, Inc., has filed a pre-effective amendment no.1 to the
Form S-1 registration statement covering the sale of an aggregate
of 4,106,071 shares of the Company's common stock, $0.001 par
value per share by Aspire Capital Fund, LLC.

The prices at which the Selling Stockholder may sell the shares of
Common Stock will be determined by the prevailing market price for
the shares or in negotiated transactions.  The Company will not
receive proceeds from the sale of the shares by the Selling
Stockholder.  However, the Company may receive up to $12 million
in gross proceeds, from the sale of its Common Stock to the
Selling Stockholder, pursuant to a common stock purchase agreement
entered into with the Selling Stockholder on Jan. 24, 2013, or the
Purchase Agreement, after the registration statement, of which
this prospectus is a part, is declared effective.

The Company's Common Stock is traded on the NASDAQ Global Market
under the symbol "BGMD".  On May 15, 2013, the closing sale price
of the Company's Common Stock on the NASDAQ Global Market was
$1.71 per share.

A copy of the Amended Form S-1 is available for free at:

                        http://is.gd/o3xDgf

The Company separately registered with the SEC 460,480 shares of
common stock issuable upon exercise of a non-qualified stock
option granted to Paul R. Sohmer, M.D., president and chief
executive officer of the Company, on May 10, 2013, as an
inducement material to his entering into employment with the
Registrant.  A copy of the Form S-8 prospectus is available for
free at http://is.gd/3z5Nc9

                         About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

BG Medicine reported a net loss of $23.8 million in 2012, compared
with a net loss of $17.6 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $23.49 million in total assets,
$15.11 million in total liabilities, and $8.37 million in total
stockholders' equity.

"We expect to incur further losses in the commercialization of our
cardiovascular diagnostic test and the operations of our business
and have been dependent on funding our operations through the
issuance and sale of equity securities.  These circumstances may
raise substantial doubt about our ability to continue as a going
concern," according to the Company's annual report for the period
ended Dec. 31, 2012.


BIOSCRIP INC: New $325MM Debt Get Moody's 'B2' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service upgraded the credit ratings of BioScrip,
Inc., including its Corporate Family Rating to B2 from B3, and
Probability of Default Rating to B2-PD from B3-PD.

Moody's also assigned B2 ratings to BioScrip's proposed senior
secured bank credit facilities comprised of a $250 million term
loan B due 2020 and a $75 million revolver expiring in 2018. At
the same time, Moody's upgraded BioScrip's Speculative Grade
Liquidity Rating to SGL-2 from SGL-3, reflecting an improved
liquidity profile. The rating outlook is stable.

Proceeds from the senior credit facilities will be used to
refinance the company's outstanding 10.25% senior unsecured notes,
pay related fees and expenses, and provide for general corporate
purposes including future acquisitions and ongoing working capital
needs. In April 2013, as part of a recapitalization of the
company's balance sheet, BioScrip closed a public equity offering
of primary and secondary shares, receiving net cash proceeds of
approximately $119 million.

"The upgrade of BioScrip's CFR to B2 from B3 reflects the
strengthening of the company's key credit metrics following the
recapitalization and recent acquisitions funded largely through
asset-sale proceeds realized in mid-2012," said Daniel Goncalves,
Analyst at Moody's Investors Service.

"The proposed recapitalization is also expected to materially
lower BioScrip's cost of debt, extend its debt maturity profile,
and enhance liquidity and cash flow generation," continued Mr.
Goncalves.

On a pro forma basis for the recapitalization, the inclusion of
the full year impact of the InfuScience and HomeChoice
acquisitions and related synergies, and adjusting for the
estimated impact of Hurricane Sandy on fourth quarter results,
BioScrip's adjusted debt to EBITDA would have been approximately
5.2 times as of March 31, 2013.

Following is a summary of Moody's rating actions.

Ratings upgraded:

BioScrip, Inc.:

  Corporate Family Rating to B2 from B3

  Probability of Default Rating to B2-PD from B3-PD

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

Ratings assigned:

  $75 million proposed senior secured revolving credit facility
  due 2018, B2 (LGD 4, 52%)

  $250 million proposed senior secured term loan B due 2020, B2
  (LGD 4, 52%)

Ratings unchanged and to be withdrawn upon transaction closing:

  $225 million (outstanding) 10.25% senior unsecured notes due
  October 2015, Caa1 (LGD 5, 76%)

The rating outlook is stable.

The ratings are subject to review of final documentation.

The upgrade of the Speculative Grade Liquidity Rating to SGL-2
from SGL-3 assumes that the refinancing closes. If the refinancing
does not close as proposed, the Speculative Grade Liquidity Rating
would likely be downgraded to SGL-3.

Ratings Rationale:

BioScrip's B2 Corporate Family Rating reflects the company's
relatively high financial leverage, aggressive acquisition growth
strategy, and small absolute size relative to other single-B rated
companies. The ratings also reflect the portion of BioScrip's
revenue derived from Medicare, Medicaid and other government-
sponsored healthcare programs, representing roughly one-third of
BioScrip's revenue base. However, despite the company's small
absolute size, the ratings are supported by BioScrip's good scale
and market position within the highly fragmented market for home
infusion services, as well as the potential for significantly
improved gross and operating margins over the near to
intermediate-term. However, while Moody's expects the company to
realize additional earnings from acquisitions and the opening of
new infusion pharmacies, the company's future acquisition strategy
and tolerance for additional financial leverage remains uncertain.
The rating reflects Moody's expectation that BioScrip will
maintain a disciplined growth strategy and financial policy, as
evidenced by the company's public equity offering in April 2013.

The stable rating outlook incorporates Moody's expectation that
the company will maintain a disciplined growth strategy and
financial policy. The stable outlook also reflects Moody's
expectation that BioScrip will achieve margin expansion as a
result of savings from eliminating cost redundancies and focusing
on higher margin businesses.

The ratings could be downgraded if financial policies become more
aggressive or if liquidity deteriorates. From a financial metrics
perspective, the ratings could be downgraded if adjusted debt to
EBITDA approaches 6 times or if free cash flow turns negative on a
sustained basis. Failure to close the proposed refinancing would
likely result in a downgrade.

The ratings could be upgraded if the company achieves margin
expansion and EBITDA growth alongside a disciplined growth
strategy and financial policy. Given the company's small size,
business model focused primarily on the infusion and home health
businesses, and proportion of revenue derived directly from
Medicare, Medicaid and other government-sponsored programs,
Moody's would need to see financial leverage (debt to EBITDA)
below 4.0 times and free cash flow to debt above 8% for an upgrade
to be considered.

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

Headquartered in Elmsford, New York, BioScrip, Inc. is a national
provider of home infusion, home healthcare and pharmacy benefit
management ("PBM") services. The company's clinical management
programs and services provide access to prescription medications
and home health services for patients with chronic and acute
healthcare conditions, including gastrointestinal abnormalities,
infectious diseases, cancer, pain management, multiple sclerosis,
organ transplants, bleeding disorders, rheumatoid arthritis,
immune deficiencies and heart failure. As of May 9, 2013, BioScrip
had a total of 90 locations in 27 states, encompassing 32 home
nursing locations and 58 home infusion locations, including two
contract affiliated infusion pharmacies. For the twelve months
ended March 31, 2013, BioScrip generated total revenues of
approximately $706 million.


BON-TON STORES: Prices $350 Million 8.00% 2021 Notes
----------------------------------------------------
The Bon-Ton Stores, Inc.'s wholly-owned subsidiary, The Bon-Ton
Department Stores, Inc., priced $350 million aggregate principal
amount of its 8.00 percent Second Lien Senior Secured Notes due
2021 at an issue price of 100 percent.  In addition to the pricing
information, the offering size was increased by $50 million from
the $300 million previously announced, to $350 million.  The 2021
Notes have been offered in a private offering that is exempt from
registration under the Securities Act of 1933, as amended.

The 2021 Notes will be guaranteed by, and will be secured by a
second-priority lien on substantially all of the current and
future assets of, the Company and certain of its subsidiaries, and
will mature on June 15, 2021.  The net proceeds from the sale of
the 2021 Notes are expected to be used by Bon-Ton to purchase its
outstanding 10 1/4 percent Senior Notes due 2014 and its
outstanding 10 5/8 percent Second Lien Senior Secured Notes due
2017, pursuant to Bon-Ton's tender offers announced on May 13,
2013, or to redeem such notes, and to pay related fees and
expenses.

                          CAO Appointment

Bon-Ton Stores appointed Michael W. Webb as Group Vice President -
Chief Accounting Officer (Principal Accounting Officer).  Mr. Webb
reports to Keith E. Plowman, executive vice president - chief
financial officer.

Mr. Webb, age 51, has served as Vice President - Corporate
Accounting and Chief Accountant of the Company since May 2010.
Prior to that, he served as Divisional Vice President - Corporate
Accounting from 2007 to May 2010.  Mr. Webb is a certified public
accountant.

                        About Bon-Ton Stores

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

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

                             *     *     *

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

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


BROWNIE'S MARINE: Issues 500MM Restricted Stock to R. Carmichael
----------------------------------------------------------------
Brownie's Marine Group, Inc., Trebor Industries, Inc., the
Company's wholly owned subsidiary, and Robert Carmichael entered
into a Partial Note Conversion Agreement pursuant to which the
Company issued Robert Carmichael 500,000,000 shares of restricted
common stock in consideration of Mr. Carmichael agreeing to reduce
the outstanding principal amount under a promissory note issued by
Trebor Industries in favor of Mr. Carmichael Carmichael dated
Aug. 11, 2008, by $50,000.  As of the Effective Date of the
Agreement the Company was delinquent on its monthly payment
obligations under the Note and the principal amount outstanding
under the Note was approximately $141,000.  Following the
Effective Date the principal balance due under the Note was
reduced to $91,000.  The shares were issued at a price per share
of $0.0001, which equals the closing price of the Company's common
stock as reported on the OTC Markets on the Effective Date.  Mr.
Carmichael serves as the Company's Chief Executive Officer.

The shares issued to Mr. Carmichael were issued pursuant to an
exemption from registration under Section 4(a)(2) of the
Securities Act of 1933, as amended.  The shares contain a legend
restricting their transferability absent registration or
applicable exemption.

                       About Brownie's Marine

Brownie's Marine Group, Inc., does business through its wholly
owned subsidiary, Trebor Industries, Inc., d/b/a Brownie's Third
Lung, a Florida corporation.  The Company designs, tests,
manufactures and distributes recreational hookah diving, yacht
based scuba air compressor and nitrox generation systems, and
scuba and water safety products.  BWMG sells its products both on
a wholesale and retail basis, and does so from its headquarters
and manufacturing facility in Fort Lauderdale, Florida.  The
Company's common stock is quoted on the OTC BB under the symbol
"BWMG".  The Company's Web site is
http://www.browniesmarinegroup.com/

                        Bankruptcy Warning

"If we fail to raise additional funds when needed, or do not have
sufficient cash flows from sales, we may be required to scale back
or cease operations, liquidate our assets and possibly seek
bankruptcy protection," the Company said in its quarterly report
for the period ended Sept. 30, 2012.

As reported in the TCR on April 2, 2012, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about
Brownie's Marine Group's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has a
working capital deficiency and recurring losses and will need to
secure new financing or additional capital in order to pay its
obligations.


The Company reported a net loss of $1.17 million for the nine
months ended Sept. 30, 2012, as compared with a net loss of $3.14
million for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed
$1.01 million in total assets, $2.44 million in total liabilities,
and a $1.43 million total stockholders' deficit.


BUILDERS FIRSTSOURCE: Prices Offering of $350MM of Senior Notes
---------------------------------------------------------------
Builders FirstSource, Inc., priced its previously announced
private offering of $350 million aggregate principal amount of
7.625 percent Senior Secured Notes due 2021.  The price to
investors will be 100 percent of the principal amount of the
Notes.  The Company expects to close the offering on May 29, 2013.

Net proceeds from the offering, together with cash on hand, will
be used to (i) redeem the Company's $139.7 million aggregate
principal amount of second priority senior secured floating rate
notes due 2016 at par plus accrued and unpaid interest thereon to
the redemption date, (ii) repay in full $225 million in term loan
borrowings outstanding under the Company's existing credit
facility plus a prepayment premium of approximately $39.1 million
and accrued and unpaid interest and terminate the Company's
existing credit facility and (iii) pay fees and expenses in
connection therewith.

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in nine states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders FirstSource reported a net loss of $56.85 million in
2012, a net loss of $64.99 million in 2011 and a $95.50 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$563.49 million in total assets, $526.43 million in total
liabilities and $37.06 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Standard & Poor's Ratings
Services Inc. said it raised its corporate credit rating on
Dallas-based Builders FirstSource to 'B' from 'CCC'.  "The upgrade
acknowledges U.S.-based building materials manufacturer and
distributor Builders FirstSource Inc.'s 'strong' liquidity based
on the company's proposed recapitalization," said Standard &
Poor's credit analyst James Fielding.


BUILDING MATERIALS: Moody's Raises CFR to 'Ba2'; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating
assigned to Building Materials Corporation of America, a national
manufacturer of residential and commercial roofing products, to
Ba2 from Ba3 and its probability of default rating to Ba2-PD from
Ba3-PD.

The rating action results from Moody's expectation that BMCA will
continue to generate solid operating margins, earnings and cash
flows resulting in key credit metrics that are supportive of a
higher rating.

In a related rating action, Moody's upgraded the company's senior
secured 2nd lien notes due 2020 to Baa3 from Ba1, but affirmed the
company's unsecured notes at Ba3. The rating outlook is stable.

The following ratings/assessments were affected by this action:

  Corporate Family Rating upgraded to Ba2 from Ba3;

  Probability of Default Rating upgraded to Ba2-PD from Ba3- PD;

  Sr. Sec. 2nd Lien Notes due 2020 upgraded to Baa3 from Ba1
  (LGD2, 16%);

  Sr. Unsec. Notes due 2018 affirmed at Ba3 (LGD4, 63%);

  Sr. Unsec. Notes due 2020 affirmed at Ba3 (LGD4, 63%); and,

  Sr. Unsec. Notes due 2021 affirmed at Ba3 (LGD4, 63%).

Ratings Rationale:

The upgrade of BMCA's corporate family rating to Ba2 from Ba3
reflects Moody's expectations that the company will continue to
generate solid operating margins, earnings and cash flows that
should translate into credit metrics that are supportive of the
higher rating. BMCA will continue to benefit from roofing repair
activity, the main driver of its revenues. Moody's believes EBITA
margins will remain above 20%. With a revenue base of about $2.8
billion, its performance translates into high levels of absolute
EBITA, which is the most robust relative to its rated peers in the
building products sector. Also, Moody's no longer includes debt
issued by G-I Holdings Inc. ("G-I"), BMCA's indirect parent
holding company, in its calculations since the Asbestos Trust
released G-I from its future obligations. As a result of better
operating performance and a lower amount of adjusted debt, Moody's
projects BMCA's adjusted debt leverage will likely trend towards
3.0 times while EBITA-to-interest expense could exceed 4.0 times
over the next year to year and a half.

The stable rating outlook incorporates Moody's view that BMCA's
very good liquidity profile, characterized by its ability to
generate free cash flow, its cash on hand and its revolving credit
availability, give the company financial flexibility to support
growth initiatives, as well as potential dividends which are
subject to restrictions in the company's debt agreements.

The upgrade of the company's senior secured 2nd lien notes due
2020 to Baa3, two notches above the corporate family rating, from
Ba1 results from Moody's view that these notes now have a higher
recovery since BMCA no longer has the contingent debt liability
per Moody's to service the notes issued by G-I on behalf of the
Asbestos Trust. The company's unsecured notes are affirmed at Ba3
with no change in ratings, since these notes no longer benefit
from the support provided by the structurally subordinated debt
issued by G-I, which Moody's previously considered the most junior
capital in BMCA's debt capital structure.

An upgrade is possible if operating performance continues to
improve such that EBITA-to-interest expense is sustained above 4.0
times, or debt-to-EBITDA is sustained below 3.0 times (all ratios
incorporate Moody's standard adjustments).

A downgrade could ensue if BMCA's financial performance
deteriorates due to an unexpected decline in the repair and
replacement end market that results in EBITA-to-interest expense
trending towards 3.0 times or debt-to-EBITDA nearing 4.5 times
(all ratios incorporate Moody's standard adjustments). Sizeable
dividends, significant debt-financed acquisitions, or a
deteriorating liquidity profile could adversely affect the
ratings, as well.

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

Building Materials Corporation of America, headquartered in Wayne,
NJ, is a national manufacturer and marketer of a broad line of
roofing products and accessories for the residential and
commercial roofing markets. The company also manufactures
specialty building products and accessories for the professional
and do-it-yourself remodeling and residential construction
industries. BMCA operates under the trade name GAF. Ronnie F.
Heyman, through various trusts and holding companies, is the
beneficial owner of BMCA. Revenues on an annual basis total
approximately $2.8 billion.


C&J LAND: Court Rules on Investors' Suit Against Asset Buyer
------------------------------------------------------------
District Judge Gray H. Miller granted, in part, and denied, in
part, the request of defendants Terry Koy, Koy Concrete, Ltd., and
Koy Concrete Management, LLC, to dismiss the lawsuit, BARBARA MORA
AND MEREDITH NEILL, Plaintiffs, v. TERRY KOY, INDIVIDUALLY and as
TRUSTEE of an UNKNOWN TRUST; KOY CONCRETE LTD.; and KOY CONCRETE
MANAGEMENT, LLC, Defendants, Civil Action No. H-12-3211 (S.D.
Tex.).

In a May 23, 2013 Order available at http://is.gd/tY2Ae1from
Leagle.com, the District Court said the Defendants' motion to
dismiss is granted with regard to the tortious interference with
exiting contract/business relations claim; it is denied in all
other respects.  The tortious interference with existing
contract/business relations claim is dismissed with prejudice.
Since there are no remaining claims against Koy Concrete and Koy
Management, Mora and Neill's case against those defendants is
dismissed.

Barbara Mora and Meredith Neill allege that they were investors in
C&J Land & Cattle, Inc.  C&J ran into financial hardship and
decided to sell a 92 acre tract of unimproved real property in
Sealy, Texas, to Terry Koy.  Koy granted C&J an option to
repurchase the Property upon performance of certain conditions.
The Option prohibited Koy from using the Property "in a manner
which shall substantially interfere with future development of the
[P]roperty as a residential subdivision."  The Option was signed
on November 21, 2008, and C&J had until November 30, 2012, to
exercise the Option.

The Property had been partially platted by C&J for residential
real estate development.  By April 2009, C&J had ceased all of its
operations, and creditors were attempting to foreclose on portions
of the Property.  To prevent foreclosures and save the residential
development project, Mora, Neill, and another C&J investor -- Lisa
Quinn -- filed an involuntary petition for bankruptcy against C&J
requesting reorganization under Chapter 11 of the Bankruptcy Code.
The case was later converted to a voluntary case and eventually
converted to a case under Chapter 7 of the Bankruptcy Code.  Mora
and Neill negotiated with David J. Askanase, the bankruptcy
trustee, to obtain an assignment of the Option, which was an asset
of C&J's bankruptcy estate.  Under the assignment, Mora and Neill
were to pay all fees necessary to extend the term of the Option
($10,000 due at that time), and $40,000 to Mr. Askanase for the
benefit of C&J's bankruptcy estate.  On November 30, 2009, the
bankruptcy court approved the application to assign the Option, so
long as the trustee received Koy's consent to assign the Option.

The term of the Option was from December 1, 2008 through November
30, 2012.  Koy could terminate the Option if the Option was not
exercised or a payment of $10,000 was not made prior to December 1
of each year from 2009 through 2011.  Mora and Neill claim that
they made all of these payments to Koy in person.  On April 29,
2011, after problems in consummating the consent from Koy, Mr.
Askanase reduced the $40,000 payment requirement, and issued a
notice of private sale, giving notice that he was selling the
Option to the plaintiffs' attorney, John Hampton, for the benefit
of Mora and Neill, for $1,000.  There was no objection to this
notice.

In the summer of 2012, Mora and Neill allegedly discovered that a
large part of the Property had been dug up or excavated.  In late
2012, before Mora and Neill were finished with the research to
determine the amount of damage to the Property, the plaintiffs
allege that Mr. Askanase insisted on receiving the final payment
of $1,000 to close the sale of the Option.  Thus, on behalf of
Mora and Neill, John Hampton delivered a check for $1,000 to Mr.
Askanase on November 8, 2012.  On November 13, 2012, Mr. Askanase
executed and delivered the bill of sale assigning C&J's bankruptcy
estate's interest in the Option to John Hampton, who subsequently
assigned the Option to the plaintiffs.

Mora and Neill allege that their investigation revealed that Koy,
who owns and operates Koy Concrete and Koy Managment, caused Koy
Concrete and Koy Management to dig up large areas of the Property
for use in their concrete manufacturing business.  Mora and Neill
claim that this excavation of sand was intentional, that it
occurred on over 20 acres of the 92 acre tract, and that the
excavation significantly impairs Mora and Neill's ability to
develop the Property or to sell it to a third-party developer.
This, they allege, is in direct breach of a provision in the
Option that prohibits Koy from using the Property in a manner that
substantially interferes with the future development of the
Property as a residential subdivision.  Mora and Neill allege that
the defendants chose to excavate far enough back into the 92 acre
tract so that the excavation could not be seen from the road at
the face of the Property.  Mora discovered the excavation from a
Google Map of the Property, and when she went to see the excavated
land in person, she claims that she was stopped by neighbors who
told her that Koy instructed them to watch over the Property to
make sure that no one entered onto it.  Mora was subsequently
asked to leave.

Mora and Neill assert that Koy did not disclose the removal of the
sand to them when they were making their Option payments to Koy.
However, Mora and Neill allege that upon discovery of the
excavation, they were obligated to disclose what they discovered
to the potential lender and the developers with whom they were
meeting.  This allegedly chilled any ability to obtain final
approval of financing and other agreements necessary to exercise
the Option and purchase the Property.  Mora and Neill claim that
the excavation caused significant delays and hindered their
ability to develop the residential subdivision as planned.  Mora
and Neill thus brought this lawsuit for breach of contract, fraud
and fraudulent inducement, unjust enrichment, and tortious
interference with contract, and they seek reformation of the
contract to extend the term of the Option until such a time as Koy
has remediated the Property to its previous condition.  Mora and
Neill also seek attorneys' fees and injunctive relief.


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

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

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

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

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

                     About Cash Store Financial

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

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

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

                          *     *     *

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

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

As reported by the TCR on May 22, 2013, 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.  According to Moody's, CSFS remains
unprofitable on both the pretax and net income lines and prospects
for return to profitability are unclear.


CBM REALTY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: CBM Realty Corp
        P.O Box 647
        Glenham, NY 12527

Bankruptcy Case No.: 13-36189

Chapter 11 Petition Date: May 24, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Lewis D. Wrobel, Esq.
                  201 South Avenue, Suite 506
                  Poughkeepsie, NY 12601
                  Tel: (845) 473-5411
                  Fax: (845) 473-3430
                  E-mail: lewiswrobel@verizon.net

Scheduled Assets: $1,075,070

Scheduled Liabilities: $677,165

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

The petition was signed by Frank B. Mann, president.


CEREPLAST INC: Files Suit Against Magna Group and Hanover
---------------------------------------------------------
Cereplast, Inc., commenced an action against Magna Group, LLC, and
Hanover Holdings I, LLC, in the United Stated District Court,
Southern District of New York, alleging breach of contract against
Hanover Holdings I, LLC, and breach of contract and the implied
covenant of good faith and fair dealing against Magna arising out
of that certain Participation Purchase Agreement between Magna
Group, LLC, and Compass Horizon Funding Company LLC and that
certain Note Purchase Agreement dated Oct. 15, 2012, between the
Company and Hanover Holdings I, LLC.  A copy of the Complaint is
available for free at http://is.gd/AifnO0

                          About Cereplast

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

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

HJ Associates & Consultants, LLP, in Salt Lake City, Utah, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered significant recurring
losses, has a significant accumulated deficit, and has
insufficient working capital to fund planned operations.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

                        Bankruptcy Warning

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

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


COASTAL CONDOS: Proposes to Hire Attorneys & Accountants
--------------------------------------------------------
Coastal Condos, LLC, filed with the bankruptcy court applications
to employ:

     -- David R. Softness, Esq., and the law firm of David R.
        Softness, P.A., as general counsel,

     -- Derek A. Henderson, as general counsel, and

     -- Anthony L. Huffman, CPA and the firm of Huffman & Company
        to provide accounting services.

Mr. Softness has received a retainer in the amount of $75,000.
The current hourly rate of David R. Softness, the attorney who
will be principally responsible for his firm's representation of
the Debtor, is $450.

Mr. Henderson will bill the Debtor $275 per hour for his services.
Mr. Henderson previously represented Coastal Condos in the
Debtor's previous Chapter 11 proceeding.  He billed the Debtor a
total of more than $180,000 for work performed in the prior case.

Huffman -- which will prepare tax returns, review and potentially
amend prior tax returns, construct the Debtor's books and records
and prepare monthly operating reports -- will bill the Debtors at
hourly rates ranging from $150 to $300.

All three firms attest they neither hold nor represent any
interest adverse to the Debtor and are "disinterested" within the
scope and meaning of Section 101(14) of the Bankruptcy Code.

Mr. Henderson can be reached at:

         Derek A. Henderson
         Attorney at Law
         1765-A Lelia Drive, Suite 103
         Jackson, MS 39216
         Tel: (601) 948-3167
         E-mail: Derek@derekhendersonlaw.com

DRSPA can be reached at:

         David R. Softness, Esq.
         DAVID R. SOFTNESS P.A.
         201 South Biscayne Boulevard, Suite 1740
         Miami, FL 33131
         Tel: 305-341-3111
         E-mail: david@softnesslaw.com

                             Schedules

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.  A copy of the schedules is available for free at:
http://bankrupt.com/misc/flsb_13-20729_schedules.pdf
A copy of the amended schedule of personal property is available
at http://bankrupt.com/misc/Coastal_Condos_Amended_Sked_B.pdf

                        About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
May 6, 2013.


COATES INTERNATIONAL: Modifies Anti-Dilution Plan for Chairman
--------------------------------------------------------------
The board of directors of Coates International, Ltd., consented to
a modified anti-dilution plan, effective as of May 17, 2013, which
modifies an anti-dilution plan for George J. Coates, chairman,
president, chief executive officer and majority shareholder.
Under the Modified Plan, in addition to the Corporation issuing
one new share of common stock, par value $0.0001 per share, under
the pre-modified anti-dilution plan, to George J. Coates for each
new share of common stock of the Corporation issued to individuals
or entities that are not members of, or controlled by George J.
Coates, Bernadette Coates, spouse of George J. Coates and Gregory
Coates, son of George J. Coates and President, Technology
Division, the Corporation will also:

Issue that number of shares of Series A Preferred Stock, par value
$0.001 to George J. Coates needed to restore The Coates Family
percentage of eligible votes on all matters that could be brought
before the shareholders for a vote to 93.9326 percent, the
historical percentage of eligible votes at Dec. 31, 2011.  The
calculation of the number of shares of Series A Preferred Stock
will be performed after giving effect to the number of shares of
common stock to be issued to Mr. Coates for the particular
transaction which triggered the anti-dilution provisions.

In order to effectuate this Modified Plan, the board of directors
designated an additional 900,000 shares of the Corporation's
authorized preferred stock as additional Series A Preferred Stock,
bringing the total number of designated shares of Preferred Stock
to 1,000,000.

This anti-dilution provision does not apply to new shares of
common stock issued in connection with exercises of employee stock
options, a public offering of the Corporation's securities or a
merger or acquisition.

Each new share of common stock issued under this anti-dilution
arrangement will dilute the ownership percentage, percentage share
of dividends and percentage share of any other distribution and
any liquidation rights of all non-Coates Family member
shareholders.

Each share of Series A Preferred Stock entitles the holder to
10,000 votes at any meeting where corporate matters are brought
before the shareholders for a vote.  Holder of share of Series A
Preferred Stock do not have any rights to share in any dividends
or profits or any other distribution and does not have any
liquidation rights.

On May 17, 2013, 42,240 shares of Series A Preferred Stock were
issued to George J. Coates in order to restore the percentage of
eligible votes held by The Coates Family to 93.9326 percent.  As a
result, Mr. Coates currently holds 115,123 shares of Series A
Preferred Stock which entitles him to 1,151,230,000 votes.  When
combined with the eligible votes held by The Coates Family from
their ownership of the Corporation's shares of common stock, their
aggregate eligible votes amounts to 1,402,145,377.

                    About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

Coates International disclosed a net loss of $4.53 million on $0
of sales for the year ended Dec. 31, 2012, as compared with a net
loss of $2.99 million on $125,000 of sales for the year ended Dec.
31, 2011.  The Company's balance sheet at Dec. 31, 2012, showed
$2.43 million in total assets, $6.37 million in total liabilities
and a $3.93 million total stockholders' deficiency.

Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing negative cash
flows from operations, recurring losses from operations, and a
stockholders' deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


CODA HOLDINGS: Creditors Object to Proposed Manager Bonuses
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Coda Holdings Inc. attracted a flock of opposition to
the idea of creating a $425,000 bonus program for 16 top-level
executives and managers.

According to the report, the official creditors' committee, the
U.S. Trustee, and a group representing 125 fired workers all
oppose the plan, contending it's not a bona fide incentive
program.  They point out that $400,000 can be earned if the
managers remain with the company until the sale worked out before
bankruptcy.  The other $25,000 would be earned if there is an
increase in the price.

A hearing on the bonus program was set for May 29 in U.S.
Bankruptcy Court in Delaware.

At the same May 29 hearing, the judge will settle on auction and
sale procedures.  Absent a higher offer, noteholders will buy the
company for $25 million.  Subject to adjustment, the price would
be paid in part with the loan financing bankruptcy.

                        About CODA Holdings

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

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

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

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

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


COMMUNITY SHORES: Shareholders Elect Three Directors
----------------------------------------------------
An annual meeting of Community Shores Bank Corporation's
shareholders was held on May 16, 2013, at which the Company's
shareholders:

   (a) elected Julie K. Greene, Bruce J. Essex and Heather D.
       Brolick to the Board of Directors;

   (b) ratified the appointment of BDO USA, LLP, as the Company's
       independent registered public accounting firm for 2013;

   (c) approved the compensation of the Company's executives; and

   (d) approved an annual advisory vote on the approval of
       the compensation of the Company's named executive officers.

                       About Community Shores

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

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

The Company's balance sheet at Dec. 31, 2012, showed $204.23
million in total assets, $205.47 million in total liabilities and
a $1.24 million total shareholders' deficit.

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


DANCE NEW AMSTERDAM: Nonprofit Dance Center Files in Manhattan
--------------------------------------------------------------
Dance New Amsterdam Inc., calling itself a progressive dance
education and performance center, filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 13-11734) on May 27 in
Manhattan.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the not-for-profit organization is located at
Broadway and Chambers Street in lower Manhattan. The facility has
a 130-seat theater, six dance and rehearsal studios, and two
galleries.

Founded in 1986, the organization announced in September that it
renegotiated the lease, lowering rent by $30,000 a month and
winning a forgiveness of arrears.  At the same time, the
organization said it still needed to lower expenses or increase
income by several million dollars a year.

The petition lists assets and debt both less than $10 million.


DAYTOP VILLAGE: Drug-Treatment Provider Confirms Chapter 11 Plan
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Daytop Village Inc. was the recipient of a
confirmation order on May 23 approving a Chapter 11 reorganization
plan.

Daytop worked out the plan where holders of $16 million to
$20 million in unsecured claims will have a recovery between
17.5 percent and 21.8 percent.  Unsecured creditors contended that
assets of Daytop should be combined with those of the affiliated
foundation.  The result was a settlement where the foundation and
Daytop remain separate, although the recovery by unsecured
creditors was enhanced.  Secured creditors of Daytop are to be
paid in full with new debt on revised terms.

                      About Daytop Village

Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

Judge Shelley C. Chapman presides over the Chapter 11 cases.
Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  The Debtors'
Restructuring and Management Officer is Marotta Gund Budd Dezera
LLC.  The petition was signed by Michael Dailey, chief executive
officer.

Daytop Village Inc., as of Jan. 31, 2012, has $8.68 million in
assets and $45.03 million of liabilities.  DVF has $42.20 million
in assets and $32.00 million in liabilities as of Jan. 31, 2012.

Island Funding II, the DIP lender, is represented by Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP.  Counsel to the
prepetition lender Signature Bank is Stephen D. Brodie, Esq., at
Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn &
Hessen LLP.  Counsel to the prepetition lender Hudson Valley Bank
is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C.

The Official Committee of Unsecured Creditors was formed April 17,
2012.  Bendinger & Schlesinger, Inc., is the chair of the
Committee.  Alvarez & Marsal Healthcare Industry Group LLC is the
Committee's financial advisor.  Robinson Brog Leinwand Greene
Genovese & Gluck P.C. is the Committee's counsel.

Eric M. Huebscher was appointed Patient Care Ombudsman in the
case.


DESFOR FARMS: Updated Case Summary & Top Unsec. Creditors
---------------------------------------------------------
Lead Debtor: Desfor Farms Corporation
             116 Pine Street, Suite 320
             Harrisburg, PA 17101

Bankruptcy Case No.: 13-02727

Chapter 11 Petition Date: May 24, 2013

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

Judge: Robert N. Opel II

Debtors' Counsel: Robert E. Chernicoff, Esq.
                  CUNNINGHAM AND CHERNICOFF PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809
                  E-mail: rec@cclawpc.com

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

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

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
DB Real Estate, LP                     13-02728
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Michael Desfor, president.

A. Desfor Farms did not file a list of its largest unsecured
creditors together with its petition.

B. DB Real Estate did not file a list of its largest unsecured
creditors together with its petition.


DERIVIUM CAPITAL: 4th Cir. Keeps Ruling Against Grayson's Claims
----------------------------------------------------------------
Derivium Capital LLC filed for bankruptcy after the collapse of
its "stock loan" lending program, alleged to be a Ponzi scheme.
Grayson Consulting, Inc., assignee of the Chapter 7 bankruptcy
trustee, sought to recover from Wachovia Securities, LLC, Wachovia
Securities Financial Network, LLC, and First Clearing, LLC, the
assets transferred into Derivium's brokerage accounts at Wachovia
and commissions, fees, and margin interest payments paid to
Wachovia as fraudulent conveyances under 11 U.S.C. Sections 544
and 548.  Grayson also asserted tort claims against Wachovia
related to its involvement in Derivium's stock loan program.

The bankruptcy court dismissed Grayson's tort claims under the
doctrine of in pari delicto and ultimately granted summary
judgment for Wachovia on Grayson's fraudulent conveyance claims,
determining that the asset transfers could not be avoided under
the Bankruptcy Code and that Wachovia's commissions, fees, and
margin interest payments were protected from recovery by the
stockbroker defense, 11 U.S.C. Sec. 546. The district court
affirmed the bankruptcy court's decision, and Grayson appealed.

The United States Court of Appeals for the Fourth Circuit affirmed
the lower courts' decisions in a ruling last week.  Judge James A.
Wynn Jr., who wrote the opinion, said, "we agree with the district
court and bankruptcy court that Grayson's status as the trustee's
assignee does not afford it protection from the application of in
pari delicto. And because Grayson's complaint alleged that
Derivium engaged in the alleged torts, Grayson, standing in
Derivium's shoes, is barred from suing Wachovia for those torts."

Grayson's claims relate to Derivium's 90% Stock-Loan Program, in
which Derivium customers transferred stocks to Derivium in
exchange for three-year non-recourse loans worth 90% of the
stocks' market values.  When the loans matured, customers had the
option of repaying the principal plus interest and recovering the
stock, surrendering the stock, or refinancing the loan for an
additional term. Under an agreement with Derivium, customers
participating in the program put their stocks into Wachovia
brokerage accounts -- "At-Issue Accounts" -- in Derivium's name
and also in the names of Bancroft Ventures, Optech Limited, and
WITCO Services Ltd. -- "Stock Loan Entities".  Customers were told
that Derivium would hedge their collateral using a confidential,
proprietary formula. Instead, Derivium's owners directed Wachovia
to immediately transfer the stocks into other accounts and
liquidate them. Derivium used the proceeds from the stock sales to
fund customers' loans and Derivium's owners' start-up ventures.
Ultimately, Derivium had difficulty satisfying its obligations to
return customers' stocks when the loans matured. Wachovia closed
the At-Issue Accounts in late 2004 and early 2005, and, in
September 2005, Derivium filed for Chapter 11 bankruptcy in the
Southern District of New York. The court converted the case to
Chapter 7 and transferred it to the District of South Carolina,
where Kevin Campbell was appointed Derivium's trustee.

In August 2007, Mr. Campbell filed a complaint against Wachovia
alleging nine tort claims and two bankruptcy claims under 11
U.S.C. Sections 544 and 548, provisions that entitle a bankruptcy
trustee to avoid certain fraudulent transfers made prior to the
bankruptcy filing to return assets to the estate for the benefit
of the creditors.  Mr. Campbell sought to avoid and recover three
categories of transfers under Sections 544 and 548: (1) $161
million in securities that customers transferred into the At-Issue
Accounts -- "Customer Transfers"; (2) $828,500 in cash that
Derivium and Bancroft transferred into Bancroft's At-Issue Account
the year before Derivium filed for bankruptcy -- "Cash Transfers";
and (3) commissions, fees, and margin interest paid to Wachovia.
With the approval of the bankruptcy court, Mr. Campbell assigned
these claims to Grayson, and Grayson was substituted as the
plaintiff in December 2007.

In April 2008, Wachovia moved for dismissal. The bankruptcy court
dismissed the tort claims with prejudice under the doctrine of in
pari delicto and dismissed the fraudulent conveyance claims with
leave to amend. Grayson filed a Second Amended Complaint and
Wachovia again moved to dismiss, which the bankruptcy court denied
on Grayson's claims related to actual conveyances of assets.
Subsequently, Grayson filed a Third Amended Complaint omitting the
nine dismissed tort claims, and the fraudulent conveyance claims
proceeded to discovery.

During discovery, Wachovia filed a motion for summary judgment,
which the court denied. After the close of discovery, Wachovia
renewed its motion and also moved for summary judgment on the
issue of whether the Stock Loan Entities were Derivium's alter
egos.

The bankruptcy court denied the motion on Grayson's alter ego
theory, but granted in part and denied in part Wachovia's renewed
motion on Grayson's fraudulent transfer claims.  Specifically, the
bankruptcy court determined that: (1) Grayson cannot avoid the
Customer Transfers because they were not transfers of debtor
property as required by Section 548; (2) Grayson cannot avoid the
Cash Transfers because Wachovia was not the "initial transferee"
of the assets as required by Section 550; and (3) Wachovia's
commissions, margin interest payments, and fees claimed under
Section 544 were protected from recovery by Section 546, known as
the "stockbroker defense," provided they were customary or
reasonable in the securities industry.

The bankruptcy court then conducted a hearing to determine whether
Wachovia's commissions were reasonable and customary, found them
to be so, and thus concluded that they were protected under the
stockbroker defense.

In April 2012, the district court issued a one-paragraph decision
affirming the bankruptcy court's orders.

The case before the Appeals court is, GRAYSON CONSULTING,
INCORPORATED, Plaintiff-Appellant, v. WACHOVIA SECURITIES, LLC,
f/k/a First Union Securities, Incorporated; WACHOVIA SECURITIES
FINANCIAL NETWORK LLC; FIRST CLEARING LLC, Defendants-Appellees,
and KEVIN CAMPBELL, Trustee, No. 12-1518 (4th Cir.).  A copy of
the Fourth Circuit's May 24, 2013 Opinion is available at
http://is.gd/Lr7YzWfrom Leagle.com.

Tucker Harrison Byrd, Esq., at Morgan & Morgan, PA, in Orlando,
Florida, argues for Grayson.  Alisa J. Roberts, at Grayson Law
Center, PC, in Falls Church, Virginia, also represents Grayson.

Stephen Leonard Ratner, Esq., and David A. Picon, Esq. --
sratner@proskauer and dpicon@proskauer.com -- at Proskauer Rose,
LLP, represent Wachovia et al.


DETROIT MUSEUM: Officials Balk at Forced Sales
----------------------------------------------
Matthew Dolan writing for Daily Bankruptcy Review reports that
museum officials said they strongly opposed any forced art sales,
after the powerful emergency manager of the city indicated that
its prized holdings could be sold to pay off creditors in the
event of a bankruptcy filing.

While the Detroit Institute of Arts doesn't dispute the city owns
the treasure trove, including works by Diego Rivera and Vincent
van Gogh, museum officials argued a sale was prohibited because
the collection is held in "public trust," according to Daily
Bankruptcy Review.


EASTMAN KODAK: Advisors Cut Fees by $2.1MM Over Four Months
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that professionals hired by Eastman Kodak Co. and the
official committees ran up $56.3 million in fees and $2 million in
expenses from Sept. 1 to Dec. 31.

According to the report, before the fee requests were flyspecked
by the fee examiner, the professionals agreed to take $1.55
million in deductions, collectively. After the fee examiner when
through the applications, the professionals agreed to cut another
$580,000.

There will be a hearing on May 29 for approval of the fees.

                       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.


EDENOR SA: Director Valeria Martofel Resigns
--------------------------------------------
EDENOR S.A. received on May 15, 2013, the resignation, for
personal reasons, of Ms. Valeria Martofel from her position as
director to which she was appointed at the Ordinary and
Extraordinary General Shareholders' Meeting held on April 25,
2013.  That said resignation states that it is effective upon its
presentation and will be considered by the Board of Directors at
its next meeting.  Ms. Martofel was also a member of the Company's
Audit Committee.

                         About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion
of revenue from sales for the year ended  Dec. 31, 2012, as
compared with a net loss of ARS291.38 million on ARS2.80 billion
of revenue from sales for the year ended Dec. 31, 2011.  The
Company's balance sheet at Dec. 31, 2012, showed ARS6.80 billion
in total assets, ARS6.31 billion in total liabilities and
ARS489.28 million in total equity.

"Given the fact that the realization of the projected measures to
revert the manifested negative trend depends, among other factors,
on the occurrence of certain events that are not under the
Company's control, such as the requested electricity rate
increases or their replacement by a new remuneration system, the
Board of Directors has raised substantial doubt about the ability
of the Company to continue as a going concern in the term of the
next fiscal year," according to the Company's annual report for
the year ended Dec. 31, 2012.


EVERGREEN OIL: Taps Hein & Assoc. as Accountant, Tax Consultant
---------------------------------------------------------------
Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc. ask the U.S. Bankruptcy Court for permission to employ
Hein & Associates L.L.P. as accountant and tax consultant.

The firm, will among other things, provide these services:

a. assist the Debtors with the ongoing audit conducted by the
   Internal Revenue Service for the Debtors' tax return(s) for the
   fiscal year ending on September 30, 2010;

b. prepare the Debtors' federal, state and local income and
   franchises tax returns with supporting schedules for the fiscal
   year ending on September 30, 2012; and

c. provide tax and accounting consultation services related to the
   sale of the assets.

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

Hein requests Court authority to receive a post-petition retainer
in the sum of $10,000 and to draw down against the Post-Petition
Retainer for all fees and expenses the firm incurred in connection
with the Debtors' bankruptcy cases.  Hein has not received any
payment for its post-petition fees and expenses.  Hein has not
received any lien or other interest in property of the Debtors or
of a third party to secure payment of Hein's fees or expenses.

The Debtors' attorneys can be reached at:

         David L. Neale, Esq.
         Juliet Y. Oh, Esq.
         Lindsey L. Smith, Esq.
         LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
         10250 Constellation Boulevard, Suite 1700
         Los Angeles, CA 90067
         Tel: (310) 229-1234
         Fax: (310) 229-1244
         E-mail: dln@lnbyb.com
                 jyo@lnbyb.com
                 lls@lnbyb.com

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

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

The Debtors each estimated assets and debts of $50 million to
$100 million.

Creditors of Evergreen Oil must file their proofs of claim not
later than July 14, 2013, according to court documents.


EVERGREEN OIL: Hires Independent Tax Group as Tax Consultants
-------------------------------------------------------------
Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., ask the U.S. Bankruptcy Court for permission to employ
Independent Tax Group as tax consultant.

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

The firm, will among other things, provide these services:

a. determine from public records the appraisal method and the data
   employed by the local appraisal authority such as the County of
   Alameda in assessing the Newark Property;

b. develop an independent opinion of value of the Newark Property
   utilizing income, direct sales comparison, cost and comparable
   assessment approaches as applicable; and

c. determine the Assessor's proposed value, review the Assessor's
   proposed value and ITG's opinion of value with the Debtor, and
   recommend acceptance of the Assessor's value or appeal such
   valuation.

ITG will be paid a contingency fee equal to 35% of the documented
tax savings negotiated by ITG, through an appeal or otherwise.

For any services provided by ITG that are outside of the scope of,
and therefore not listed in, the Agreement, ITG will be entitled
to the payment of an hourly fee of $300 for consultant time and
$125 for administrative time.

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

David L. Neale, Esq., Juliet Y. Oh, Esq., and Lindsey L. Smith,
Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P. serve as the
Debtors' bankruptcy counsel; Jeffer, Mangels Butler & Mitchell
L.L.P. serves as special corporate counsel effective; and Cappello
Capital Corp. acts as exclusive investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.

Creditors of Evergreen Oil must file their proofs of claim not
later than July 14, 2013, according to court documents.


EVERGREEN OIL: Panel Taps Mirman Bubman as Bankruptcy Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Evergreen Oil,
Inc. asks the U.S. Bankruptcy Court for permission to employ
Mirman Bubman & Nahmias LLC as general bankruptcy counsel.

Alan I. Nahmias, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

    Professional                       Rates
    ------------                       -----
Alan I. Nahmias                       $495/hr
Russel H. Rapoport                    $495/hr

The proposed counsel can be reached at:

         Alan I. Nahmias, Esq.
         Russel H. Rapoport, Esq.
         MIRMAN, BUBMAN & NAHMIAS, LLP
         21860 Burbank Boulevard, Suite 360
         Woodland Hills, CA 91367
         Tel: (818) 451-4600
         Fax: (818) 451-4620

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

David L. Neale, Esq., Juliet Y. Oh, Esq., and Lindsey L. Smith,
Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P. serve as the
Debtors' bankruptcy counsel; Jeffer, Mangels Butler & Mitchell
L.L.P. serves as special corporate counsel effective; and Cappello
Capital Corp. acts as exclusive investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.

Creditors of Evergreen Oil must file their proofs of claim not
later than July 14, 2013, according to court documents.


EVERGREEN OIL: Can Hire John Nash as Special Litigation Counsel
---------------------------------------------------------------
Evergreen Oil Inc. sought and obtained approval from the U.S.
Bankruptcy Court to employ John P. Nash as special litigation
counsel.

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

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

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

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

David L. Neale, Esq., Juliet Y. Oh, Esq., and Lindsey L. Smith,
Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P. serve as the
Debtors' bankruptcy counsel; Jeffer, Mangels Butler & Mitchell
L.L.P. serves as special corporate counsel effective; and Cappello
Capital Corp. acts as exclusive investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.


FERRAIOLO CONSTRUCTION: Has OK to Use Cash Collateral Until Aug. 3
------------------------------------------------------------------
Ferraiolo Construction, Inc., sought and obtained authorization
from the Hon. Louis H. Kornreich of the U.S. Bankruptcy Court for
the District of Maine to use The Bank of Maine's cash collateral
until Aug. 3, 2013.

A copy of the budget is available for free at http://is.gd/rQk238

On April 19, 2013, the Debtor filed a motion seeking bankruptcy
court approval for the use of cash collateral for the period
between May 3, 2013 and July 29, 2013.  During this approximately
87-day period, the Debtor -- with the support of BOM -- will sell
a substantial portion of its assets and reduce its obligations to
BOM in an effort to reorganize and become a more "streamlined"
operation.  BOM claims an interest in the Debtor's cash
collateral, by virtue of certain prepetition security agreements.

To meet its operating obligations during the Relevant Period, the
Debtor needs to continue to have the benefit of all of its cash,
accounts receivable and inventory, and the proceeds thereof, all
of which constitute cash collateral.  Use by the Debtor of its
Cash Collateral during the Relevant Period will enable the Debtor
to meet its payroll, pay for raw materials, produce inventory for
sale and pay its ordinary and necessary operating expenses, all
toward the end that the Debtor will be able to continue in
operation, thereby preserving and enhancing the value of its
assets and the going concern value of its business for the benefit
of all creditors of the estate.

As adequate protection for BOM's interests in property of the
estate, the Debtor will (i) make payments to BOM in the amount
of $10,500 per month, by the 5th day of each calendar month,
commencing in May 2013, until the expiration date; (ii) escrow the
sum of $14,500 per month in an escrow account maintained at BOM,
starting in May, and pay the Escrowed Amounts to BOM by the 5th
day of each calendar month until the expiration date; (iii) grant
BOM a replacement lien in all assets of the Debtor; (iv) promptly
pay all past-due real estate taxes on real estate that the Debtor
proposes to retain under the plan support agreement; and (v) pay
all future real estate taxes on the retained real estate on or
before the date on which the taxes are due to be paid without
penalty.

The Official Committee of Unsecured Creditors filed on April 30,
2013, an objection to the Debtor's cash collateral use.  The
Committee objected to the proposed adequate protection replacement
liens "to the extent that they purport to provide BOM valid,
binding, and effective liens beyond the extent to which the value
of BOM's interest in the Debtor's property is eroded or diminished
subsequent to the Petition Date, Nathaniel R. Hull, Esq., at
Verrill Dana, LLP, an attorny for the Committee, said.

According to Mr. Hull, BOM is afforded the advantage of additional
oversight of the Debtor's operations and the enhanced recovery
created by the Section 363 sale process.  Mr. Hull claimed that
the insiders are enjoying BOM's forbearance and the prospects of
continued ownership of their business.

The Committee is also represented by Roger A. Clement, Jr., Esq.,
and Christopher S. Lockman, Esq., at Verrill Dana, LLP.  The
attorneys can be reached at:

      VERRILL DANA, LLP
      Nathaniel R. Hull, Esq.
      Roger A. Clement, Jr., Esq.
      Christopher S. Lockman, Esq.
      One Portland Square
      P.O. Box 586
      Portland, ME 04112-0586
      Tel: (207) 774-4000
      Fax: (207) 774-7499
      E-mail: nhull@verrilldana.com
              rclement@verrilldana.com
              clockman@verrilldana.com

                   About Ferraiolo Construction

Headquartered in Rockland, Maine, Ferraiolo Construction Inc., fka
Ferraiolo Precast, Inc., Ferraiolo Corp., and Ferraiolo Real
Estate Company, Inc., is a corporation engaged in the businesses
of road construction and commercial construction site work, sale
of asphalt and concrete products, and related businesses.  It owns
multiple parcels of real estate as well as machinery and
equipment, that it uses to manufacture gravel, precast concrete
forms and other items utilized in the construction business.  It
became the successor by merger with two affiliates, Ferraiolo
Precast, Inc., and Ferraiolo Corp., each of which was engaged in a
unified and integrated business enterprise with the Debtor.

The Debtor filed for Chapter 11 protection (Bankr. D. Maine
Case No. 13-10164) on March 13, 2013, in Bangor, Maine, after
the Bank of Maine sent notices telling the Debtor's customers
to send their payments to the bank.  In its Petition, the Debtor
estimated $10 million to $50 million in assets and $10 million
to $50 million in debts.

George J. Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., serves
as bankruptcy counsel for the Debtor.  Judge Louis H. Kornreich
presides over the case.  The petition was signed by John
Ferraiolo, president and treasurer.

FNB UNITED: Copy of First Quarter 2013 Financial Presentation
-------------------------------------------------------------
FNB United Corp. posted its First Quarter 2013 Financial
Presentation on the Investor Relations section of its Web site,
http://www.community1.com/
A copy of the Financial Presentation is available for free at
http://is.gd/6mg7Ky

                          About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

FNB United incurred a net loss of $40 million in 2012, a net loss
of $137.31 in 2011, and a net loss of $131.82 million in 2010.
The Company's balance sheet at March 31, 2013, showed $2.09
billion in total assets, $2 billion in total liabilities and
$89.37 million in total shareholders' equity.


FIRST MARINER: Incurs $2.3 Million Net Loss in First Quarter
------------------------------------------------------------First
Mariner Bancorp reported a net loss of $2.27 million on $11.13
million of total interest income for the three months ended March
31, 2013, as compared with net income of $1.82 million on $11.61
million for the same period a year ago.

The Company's balance sheet as of March 31, 2013, showed $1.30
billion in total assets, $1.31 billion in total liabilities and a
$11.12 million total stockholders' deficit.

Mark A. Keidel, 1st Mariner's interim chief executive officer,
said, "During the 1st quarter of 2013, we took the opportunity to
improve our balance sheet and asset quality by aggressively
addressing our level of non-performing assets.  We reduced our
non-performing loans by 25% during the quarter and our ratio of
non-performing assets to total assets improved to 3.2% as of March
31, 2013, down from 4.1% as of December 31, 2012 and 5.3% as of
March 31, 2012.  Going forward these reductions will reduce
operating expenses, improve our net interest margin and avoid any
potential cost of any future deterioration in value."

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

                        http://is.gd/X2JVSM

                       Annual Meeting Results

At an annual meeting of the Company's stockholders which was held
on May 14, 2013, George H. Mantakos, Michael R. Watson, Hector
Torres and Gregory A. Devou were elected as directors, each for a
three-year term with terms expiring in 2016.  The appointment of
Stegman & Company as the Company's independent registered public
accounting firm for the year ending Dec. 31, 2013, was ratified by
the stockholders.  The stockholders approved, on an advisory
basis, the compensation of the Company's named executive officers.
The stockholders also approved a holding of a stockholder vote to
approve the compensation of the named executive officers every two
years.

                         About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

First Mariner disclosed net income of $16.11 million in 2012, as
compared with a net loss of $30.24 million in 2011.

Stegman & Company, in Baltimore, Maryland, 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 insufficient capital per regulatory
guidelines and has failed to reach capital levels required in the
Cease and Desist Order issued by the Federal Deposit Insurance
Corporation in September 2009.  These matters raise substantial
doubt about the Company's ability to continue as a going concern.

               Regulatory matters and capital adequacy

Various regulatory capital requirements administered by the
federal banking agencies apply to First Mariner and the Bank.
Failure to meet minimum capital requirements can initiate certain
mandatory, and possibly additional discretionary, actions by
regulators that, if undertaken, could have a direct material
effect on the Company's financial statements.  Under capital
adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines
that involve quantitative measures of assets, liabilities, and
certain off-balance sheet items as calculated under regulatory
accounting practices.  The Bank's capital amounts and
classification are also subject to qualitative judgments by the
regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital
adequacy require the Bank to maintain minimum amounts and ratios
of total and Tier I capital to risk-weighted assets, and of Tier I
capital to average quarterly assets.  As of both March 31, 2013,
and Dec. 31, 2012, the Bank was "undercapitalized" under the
regulatory framework for prompt corrective action.

The Company's balance sheet at March 31, 2013, showed $1.30
billion in total assets, $1.31 billion in total liabilities and a
$11.12 million total stockholders' deficit.


FIRST SECURITY: Director Quits After Completing Recapitalization
----------------------------------------------------------------
First Security Group, Inc., the bank holding company for its
wholly-owned subsidiary FSGBank, N.A., said that its Corporate
Governance and Nominating Committee accepted the resignation of
Mr. Robert "Bob" P. Keller from the boards for First Security and
FSGBank, effective May 13, 2013.

In discussions with management, Mr. Keller indicated that he
joined the Board to assist First Security in adding banking
expertise and experience to its Board of Directors and to assist
with the recapitalization.  In light of the completion of the
recapitalization, Mr. Keller determined that is was appropriate to
resign, providing First Security with an additional board position
that it could offer to a potential director from the local market
area.

"Over the last two years, Bob has added significant value to our
Board," stated Larry D. Mauldin, Chairman of the Board.  "We thank
Bob for his contributions and wish him the best in his future
endeavors."

The Committee also nominated Mr. Joseph "Nick" D. Decosimo to the
Company's boards.  Mr. Decosimo serves as managing principal of
Joseph Decosimo and Company, PLLC, a regional public accounting
and business advisory firm based in Chattanooga, Tennessee.  The
appointment to the boards is subject to receipt of regulatory non-
objections.

"One of our primary objectives after the recapitalization was to
recruit at least one additional director from our local markets.
Nick has led Decosimo and Company since 2003 and provided
exceptional leadership for his firm as well as impacting many non-
profit organizations in and around Chattanooga," stated Mr.
Mauldin.  "Our employees and shareholders will be well-served by
Nick's business expertise and community involvement."

The Company previously announced the appointments of Mr. Adam
Hurwich and Ms. Henchy Enden to the boards in connection with the
recapitalization announced in April 2013.  These appointments are
also subject to regulatory non-objections.

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.  The Company's balance sheet at March 31, 2013, showed
$1.04 billion in total assets, $1.01 billion in total liabilities
and $20.99 million in total shareholders' equity.


FOUR OAKS: Had $77,000 Net Income in First Quarter
--------------------------------------------------
Four Oaks Fincorp, Inc., reported net income for the first quarter
ended March 31, 2013, of $77,000 compared to net income of
$552,000 for the same period of 2012.

Total assets of $803.4 million at March 31, 2013, decreased 7.17
percent from $865.5 million at Dec. 31, 2012.  Net cash, cash
equivalents, and investments of $277.5 million at March 31, 2013,
decreased 8.63 percent compared to $303.7 million at Dec. 31,
2012.  Gross loans of $486.7 million at March 31, 2013, decreased
2.25 percent from $497.9 million at Dec. 31, 2012.  Total deposits
of $639.1 million at March 31, 2013, decreased 8.68 percent from
$699.9 million at Dec. 31, 2012.  Total shareholders' equity was
$22.7 million at March 31, 2013, and Dec. 31, 2012.

Chairman, President, and Chief Executive Officer, Ayden R. Lee,
Jr. states, "We believe we are making the necessary cuts and
taking the necessary steps to return to profitability.  We are
keenly aware of and fully committed to our duty to provide
shareholder value.  Many positive strides have occurred, and
others are underway, which are expected to improve our financial
performance.  We cannot thank our shareholders and customers
enough for the faith exhibited and the encouragement given since
2008."

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

                        http://is.gd/QrMV7N

                         About Four Oaks

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

Four Oaks disclosed a net loss of $6.96 million in 2012, as
compared with a net loss of $9.09 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $803.44 million in total
assets, $780.69 million in total liabilities and $22.74 million in
total shareholders' equity.

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

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


FREESEAS INC: Issues Add'l 750,000 Settlement Shares to Hanover
---------------------------------------------------------------
The Supreme Court of the State of New York, County of New York,
entered an order approving, among other things, the fairness of
the terms and conditions of an exchange pursuant to Section
3(a)(10) of the Securities Act of 1933, as amended, in accordance
with a stipulation of settlement between FreeSeas Inc., and
Hanover Holdings I, LLC, in the matter entitled Hanover Holdings
I, LLC v. FreeSeas Inc., Case No. 153183/2013.  Hanover commenced
the Action against the Company on April 8, 2013, to recover an
aggregate of $1,792,416 of past-due accounts payable of the
Company, plus fees and costs.  The Order provides for the full and
final settlement of the Claim and the Action.  The Settlement
Agreement became effective and binding upon the Company and
Hanover upon execution of the Order by the Court on April 17,
2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on April 17, 2013, the Company issued and delivered to
Hanover 560,000 shares of the Company's common stock, $0.001 par
value, on April 22, 2013, the Company issued and delivered to
Hanover 300,000 Additional Settlement Shares, on April 29, 2013,
the Company issued and delivered to Hanover another 325,000
Additional Settlement Shares, on May 6, 2013, the Company issued
and delivered to Hanover another 335,000 Additional Settlement
Shares, and on May 10, 2013, the Company issued and delivered to
Hanover another 350,000 Additional Settlement Shares.

Since the issuance of the Initial Settlement Shares and Additional
Settlement Shares, between May 15, 2013, and May 16, 2013, Hanover
demonstrated to the Company's satisfaction that it was entitled to
receive an aggregate of 750,000 Additional Settlement Shares, and
that the issuance of those Additional Settlement Shares to
Hanover, in the amounts and at the times requested by Hanover,
would not result in Hanover exceeding the beneficial ownership
limitation set forth above.  Accordingly, the Company issued and
delivered to Hanover an aggregate of 750,000 Additional Settlement
Shares pursuant to the terms of the Settlement Agreement approved
by the Order.

                        About FreeSeas Inc.

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

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

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

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


GABRIEL TECHNOLOGIES: Staves Off Conversion or Dismissal for Now
----------------------------------------------------------------
Gabriel Technologies Corp. dodged two bullets fired by Qualcomm
Incorporated.  Bankruptcy Judge Dennis Montali, in a ruling
Tuesday, denied Qualcomm's request to convert the Debtors' cases
to one under Chapter 7 of the Bankruptcy Code or, in the
alternative, for appointment of a Chapter 11 trustee.

Debtors Gabriel Technologies and Trace Technologies LLC opposed
the Motion.  The Official Committee of Unsecured Creditors filed a
Statement of Position opposing the Motion.

Judge Montali will conduct a Status Conference in the Debtors'
cases on June 10, 2013, at 1:30 p.m., at which time it will set a
tight schedule for consideration of a final disclosure statement
to accompany either the current Joint Plan of Reorganization the
Debtors filed on April 24 or any revised plan the Debtors may file
before then.

The Debtors' counsel is directed to meet and confer with the
Committee's counsel and with Qualcomm's counsel to discuss any
necessary discovery prior to consideration of the disclosure
statement and further to discuss a time table for a hearing on
approval of the final disclosure statement and confirmation of the
Plan or any other plan that may be filed.  The court expects those
hearings to be concluded by the end of August 2013.

On Feb. 1, 2013, the U.S. District Court for the Southern District
of California, in an action there by the Debtors against Qualcomm
and other defendants for misappropriation of intellectual property
and related patent disputes, entered an order directing the
Debtors to pay Qualcomm and the two other parties nearly $12-1/2
million in attorneys' fees; after credit of an $800,000 bond that
had been posted in Qualcomm's favor, the Debtors were ordered to
pay the remaining amount of over $11-1/2 million. That outcome and
a judgment in favor of Qualcomm was the culmination in the
District Court Action of expensive and extensive litigation
initiated in 2008.  The Debtors are appealing that adverse
judgment and the attorneys' fees award and stake their future in
this Chapter 11 case on a successful appeal and thereafter a trial
or some other favorable disposition. They were unable to obtain a
bond to stay Qualcomm's enforcement of the attorneys' fees award
although exactly what assets Qualcomm could reach is not evident.

When the Debtors filed the Chapter 11 cases on Feb. 14, 2013, they
had ceased all business operations, had no employees, no
customers, no products, and no source of operating income. The
schedules show tangible assets (office furniture) valued at $200,
cash of less that $300 and a $1500 lease deposit. What remains of
any hope of a claim against Qualcomm has an unknown value and
there is no mention of the potential claim against officers and
directors.

Qualcomm's Motion urges that an independent trustee be appointed
under either Chapter 7 or Chapter 11, so that the trustee may make
an objective assessment of whether and if to continue to prosecute
the appeal against Qualcomm, and whether and if to prosecute an
action against former officers and directors of Debtors for
initiating and unsuccessfully prosecuting the District Court
Action.  Qualcomm also has spent a great deal of time in its
papers supporting the Motion to be highly critical of prior
management of the Debtors, and to stress that the current
management, along with the members of the Committee, are
irreconcilably conflicted and should not be permitted to dictate
the outcome of these Chapter 11 cases.

The Debtors believe that they should remain in possession and be
given an opportunity to seek confirmation of a Chapter 11 plan. To
that end, on April 24, they filed the Joint Plan together with a
draft [proposed] Disclosure Statement for the Plan.  Qualcomm
contends that the Plan is patently unconfirmable; the Debtors and
the Committee disagree.

For purposes of ruling on Qualcomm's Motion, the court makes no
determination on whether the Plan, or any variation of it, could
be confirmed.

According to Judge Montali, Qualcomm is long on rhetoric about the
potential conflicts that it believes infect current management but
it has not provided any proof of specific mismanagement in the
short time the Debtors have been in control of the estate. It has
not established cause under that alternative.

Judge Montali said the current Plan, or some variation of it, may
or may not be confirmable, and the Debtors and the Committee will
have to deal with anticipated objections to confirmation that
Qualcomm will likely make.  "That is for another day. On the face
of it, the court cannot say that the Plan is unconfirmable as a
matter of law. What the court can say, however, is that if Debtors
do not obtain confirmation within the timetable to be set,
Qualcomm will have its wish," the judge said.

A copy of the Court's May 28, 2013 Memorandum Decision is
available at http://is.gd/9jYGYnfrom Leagle.com.

                  About Gabriel Technologies

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

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

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

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

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

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


GIBSON GUITAR: Moody's Changes Outlook to Stable; Keeps 'B2' CFR
----------------------------------------------------------------
Moody's Investors Service revised Gibson Guitar Corp.'s rating
outlook to stable from positive due to an increase in leverage
following the recent TEAC investment -- pro forma debt/EBITDA is
at about 5.5 times -- and Moody's view that the company will not
be able to achieve and maintain the 4.0 times debt/EBITDA target,
one of the primary conditions required for a higher rating. The
change in outlook also considers that most of the revolver
borrowings used to fund the Stanton and Onkyo acquisitions over a
year ago remain outstanding.

Gibson's B2 Corporate Family Rating and B2-PD Probability of
Default Rating were affirmed while the company's senior secured
term loan and revolving credit facility ratings were upgraded to
Ba3 from B2. The upgrade of the term loan and revolver reflects
the additional loss absorption provided by the roughly $60 million
junior debt (not-rated) issued to acquire TEAC. The TEAC debt is
junior to the term loan and revolving credit facility.

In May 2013, Gibson, through its Japanese subsidiaries, acquired
approximately 54% of TEAC for about $60 million, including fees,
expenses and other transaction costs. The transaction was funded
through the issuance of a series of unrated subsidiary debt, all
of which is subordinated or unrelated (without recourse) to
Gibson's senior secured credit facility (term loan and revolver).
TEAC is an electronics company based in Japan that manufactures
and distributes high grade audio video electronics, consumer
electronics, computer data recording and storage devices, and
professional recording equipment as well as disc publishing
products. Products are marketed under the brand names ESOTERIC,
TEAC and TASCAM.

Ratings affirmed:

Corporate Family Rating at B2;

Probability-of-Default Rating at B2-PD

Ratings upgraded:

$80 million senior secured revolving credit facility expiring
March 2016 to Ba3 (LGD 2, 23%) from B2 (LGD 3, 44%);

$80 million term loan due March 2016 to Ba3 (LGD 2, 23%) from B2
(LGD 3, 44%)

Rating Rationale:

Gibson's B2 Corporate Family Rating reflects its relatively small
scale with pro forma revenue under $ 750 million, high leverage
with pro forma debt to EBITDA at about 5.5 times, and the
volatility in earnings and cash flow given the highly
discretionary nature of its product line. Moody's believes that
credit metrics stronger than typically required for a given rating
category are necessary to balance Gibson's small scale, earnings
volatility, and acquisition event risk. Gibson's significant
customer concentration with Guitar Center along with the company's
material exposure to Europe also constrains the rating. The rating
benefits from Gibson's prominent market share in guitars and
strong brand recognition and its diversification within guitars
and related music areas.

The stable outlook reflects Moody's view that debt/EBITDA will
remain above 4.5 times over the next 12 to 18 months, despite the
expectation of mid-single digit earnings growth from operating
improvements in the core Gibson business and recent acquisitions.
The stable outlook also incorporates Moody's expectation that
future acquisitions will not permanently significantly increase
leverage as is the expectation that Gibson will maintain an
adequate liquidity profile.

Ratings could be lowered if Gibson pursues further large debt-
funded acquisitions, and/or liquidity deteriorates for any reason.
Key credit metrics that could prompt a downgrade would be adjusted
debt to EBITDA sustained above 6 times or EBITA margins
consistently in the low single digits (presently around 5% on a
pro forma basis).

A higher rating would require an improvement in credit metrics and
liquidity. Key credit metrics necessary for an upgrade would be
adjusted debt to EBITDA sustained below 4 times and EBITA margins
approaching 10%. A higher rating would also likely require that
Gibson achieve a larger scale, either organically or through
acquisition, and a greater degree of product diversification.

The principal methodologies used in this rating were Global
Consumer Durables published in October 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Headquartered in Nashville, Tennessee, Gibson Guitar Corp.
primarily manufactures and markets acoustic and electric guitars
under the Gibson and Epiphone brand names and pianos under the
Baldwin brand name. The company also sells other stringed
instruments and instrument-related accessories such as amplifiers,
speakers, picks and straps. Reported revenue for the twelve months
ended March 31, 2013, approximated $500 million, and about $735
million on a pro forma basis.


GUITAR CENTER: S&P Cuts Corp. Credit Rating to 'CCC+'; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Westlake Village, Calif.-based Guitar Center
Holdings Inc. to 'CCC+' from 'B-'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's $373 million ABL revolver to 'B' from 'B+' and the '1'
recovery rating remains unchanged.  Concurrently, S&P lowered the
issue-level rating on the company's $650 million term loan to
'CCC+' from 'B-' and the '3' recovery rating is unchanged.

S&P also lowered its ratings on Guitar Center Inc.'s $375 million
senior unsecured notes and Guitar Center Holdings'
$401.758 million senior unsecured notes to 'CCC-' from 'CCC'.  The
'6' recovery ratings on these debt instruments remain unchanged.

"Our rating action reflects our view that the company's financial
commitments are not sustainable in the long term given weaker than
expected performance over the past two quarters," said credit
analyst Mariola Borysiak.  "It also reflects our view of the
company's deteriorating liquidity position as we expect the
company will have to borrow under its revolver to fund its
operating and financing needs.  In addition, we believe Guitar
Center will have to amend its credit agreement within the next
quarter in order to remain compliant with its financial
covenants."

The ratings outlook is negative.  Although S&P anticipates the
company to obtain the amendment to its financial covenants, S&P
believes its capital structure is unsustainable in the long term
and the company is dependent upon favorable business, financial,
and economic conditions to meet its financial commitments.

A downgrade could occur if S&P believes the company cannot amend
its credit agreement and it violates its financial covenant.  S&P
could also lower the rating if it believes the company could
default on its debt obligations in the next 12 months.

S&P will not consider a higher rating in the next 12 months given
declining performance trends, but an upgrade could be possible if
it believes the company generates sufficient cash to cover its
working capital and capital expenditures.  Based on S&P's
analysis, free operating cash flow could be modestly positive in
2014 if EBITDA grows more than 13% from the March 31, 2013, level.


HASSEN REAL ESTATE: Hearing Today on Continued Access to Cash
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing today, May 30, 2013, at 11 a.m., to
consider Eastland Tower Partnership and Hassen Real Estate
Partnership's continued access to cash collateral.

The Court has approved a fourteenth stipulation between the
Debtors and lenders -- CSMC 2006-C5 Azusa Avenue Limited
Partnership and CSMC 2006-C5 Barranca Street Limited Partnership
-- authorizing the continued use of cash collateral until May 30.

Pursuant to the stipulation, the Debtors will be authorized to use
cash collateral; provided, that the Debtors, during the period of
time, may not use any cash collateral to fund any litigation or
investigation in connection with the adversary proceeding,
Eastland Tower Partnership v. LNR Partners, Inc., et al.

           About Hassen Real Estate and Eastland Tower

Hassen Real Estate Partnership and affiliate Eastland Tower
Partnership are each engaged in the business of commercial real
estate development and operation in West Covina, California.  HREP
owns and operates a retail/office center known as the West Covina
Village Shopping Center, while ETP owns and operates an office
tower known as the Wells Fargo Bank Tower.

HREP filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-25499) on April 10, 2011.  Christine M. Pajak,
Esq., and Marina Fineman, Esq., and Theodore B. Stolman, Esq., at
Stutman, Treister & Glatt Professional Corporation, in Los
Angeles, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

ETP (Bankr. C.D. Calif. Case No. 11-25500) simultaneously filed a
separate Chapter 11 petition.


HAWAIIAN AIRLINES: S&P Assigns 'BB-' Rating to $116.280MM Certs
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BBB+
(sf)' rating to Hawaiian Airlines Inc.'s $328.260 million 2013-1
Class A pass-through certificates, with an expected maturity of
Jan. 15, 2026.  At the same time, S&P assigned its 'BB- (sf)'
rating to the $116.280 million Class B pass-through certificates,
with an expected maturity of Jan. 15, 2022.  The final legal
maturities will be 18 months after the expected maturity.  The
issues are drawdowns under a Rule 415 shelf registration.

"We base the ratings on Hawaiian Airlines' credit quality,
substantial collateral coverage by good quality aircraft, and on
legal and structural protections available to the pass-through
certificates," said Standard & Poor's credit analyst Betsy Snyder.
The company will use the proceeds of the offering to finance six
A330-200 aircraft to be delivered from November 2013 through
October 2014.  Each aircraft's secured notes are cross-
collateralized and cross-defaulted, a provision that S&P believes
increases the likelihood that Hawaiian Airlines would cure any
defaults and agree to perform its future obligations, including
its payment obligations, under the indentures in bankruptcy.

The pass-through certificates are a form of enhanced equipment
trust certificates (EETCs), and benefit from legal protections
afforded under Section 1110 of the federal bankruptcy code and by
a liquidity facility provided by Natixis S.A., through its New
York branch (A/Negative/A-1).  The liquidity facility is intended
to cover up to three semiannual interest payments, a period during
which collateral could be repossessed and remarketed by
certificateholders if Hawaiian Airlines does not enter into an
agreement under Section 1110 in bankruptcy, or to maintain
continuity of interest payments on the certificates as
certificateholders negotiate with Hawaiian Airlines in a
bankruptcy proceeding.

The preliminary ratings apply to a unit consisting of certificates
representing the trust property and escrow receipts representing
interests in deposits that are the proceeds of the offerings.  The
proceeds will be deposited with Natixis S.A. acting through its
New York branch pending delivery of the new aircraft.  Amounts
deposited under the escrow agreements are not property of Hawaiian
Airlines and are not entitled to the protections of Section 1110.
Our rating on Natixis is sufficiently high that, under S&P's
counterparty criteria, this does not represent a constraint on its
preliminary ratings on the certificates.  Neither the certificates
nor the escrow receipts may be separately assigned or transferred.

"We believe that Hawaiian Airlines views these planes as important
and would, given the cross-collateralization and cross-default
provisions, likely cure any defaults and agree to perform its
future obligations, including its payment obligations, under the
indenture in an insolvency-related event of the airline.  In
contrast to most EETCs issued before 2009, the cross-default would
take effect immediately in a bankruptcy if Hawaiian Airlines
rejected any of the aircraft notes.  This should prevent Hawaiian
Airlines from selectively affirming some aircraft notes and
rejecting others (cherry-picking), which often harms the interests
of certificateholders in a bankruptcy," S&P said.

S&P considers the collateral pool of A330-200s to be of good
quality.  The A330-200 is a small, long-range widebody plane.
This model, which incorporates newer technology than Boeing's
competing B767-300ER, has been successful, and is operated by 79
airlines worldwide.  It will face more serious competition when
large numbers of Boeing's long-delayed B787 are delivered.  Still,
it will take a while for this to occur, even though Boeing has
finally begun to make its first aircraft deliveries.

"The initial loan-to-value of the Class A certificates is 52.8%
and of the Class B certificates is 71.5%, using the appraised base
values and depreciation assumptions in the offering memorandum.
However, we focused on more conservative maintenance-adjusted
appraised values (not disclosed in the offering memorandum).  We
also use more conservative depreciation assumptions than those in
the prospectus for all of the planes.  We assumed that, absent
cyclical fluctuations, values of the A330-200s would decline by
6.5% of the preceding year's value per year.  Using these values
and assumptions, the Class A initial loan-to-value is higher,
56.6%, and rises to more than 58% at its highest point, before
declining gradually.  The Class B initial loan-to-value, using our
assumptions, is about 76.6%, and peaks at more than 79% before
declining.  Our analysis also considered that a full draw of the
liquidity facility, plus interest on those draws, represents a
claim senior to the certificates.  This amount is in line (as a
percent of asset value) with EETCs issued over the past few years
by other U.S. airlines.  Initially, a full draw with interest is
equivalent to about 4.8% of asset value, using our assumptions.
The transaction is structured so that Hawaiian Airlines could
later issue a subordinate class of certificates without a
liquidity facility.  In the past, airlines have structured follow-
on certificates of this kind in such a way as to not affect the
rating on outstanding senior certificates," S&P noted.

The corporate credit rating on Hawaiian Holdings Inc., parent of
Hawaiian Airlines Inc., reflects its relatively small position
among U.S. airlines, its participation in the high-risk U.S.
airline industry, and a substantial debt burden.  Competitive
operating costs and adequate liquidity are positive credit
factors, in S&P's assessment.  Under S&P's criteria, it
characterizes Hawaiian's business profile as "weak," its financial
profile as "highly leveraged," and its liquidity as "adequate."

The outlook is stable.  S&P expects Hawaiian's credit metrics to
decline somewhat for 2013 based on the first-quarter loss and
continued weaker-than-expected pricing.  S&P could lower the
ratings if earnings and cash flow are weaker than anticipated,
potentially due to higher-than-expected fuel prices and continued
weaker-than-expected pricing, resulting in a ratio of funds from
operations (FFO) to debt falling to 10% or lower on a sustained
basis.  S&P believes it is unlikely it will raise the ratings over
the near term, based on the risks associated with expansion into
new international markets.  Still, over the longer term, S&P could
raise the ratings if earnings and cash flow improve, potentially
due to lower-than-expected fuel prices and higher-than-expected
demand and pricing, resulting in FFO to debt of at least 20% on a
sustained basis.

RATINGS LIST

Hawaiian Holdings Inc.
Corporate credit rating                            B/Stable/--

New Ratings Assigned

Hawaiian Airlines Inc.
Series 2013-1 Class A pass-through certificates    BBB+ (sf)
Series 2013-1 Class B pass-through certificates    BB- (sf)


HIGHWAY TECHNOLOGIES: Wins Interim Approval for $3MM Loan
---------------------------------------------------------
Patrick Fitzgerald writing for Dow Jones' DBR Small Cap reports
traffic safety company Highway Technologies Inc. won approval to
tap a $3 million bankruptcy loan as it begins to liquidate its
assets under Chapter 11.

                   About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

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


HOLLAND HOME: Fitch Affirms 'BB+' Ratings on $84.2MM Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following
Kentwood Economic Development Corporation (MI) revenue bonds
issued on behalf of Holland Home Obligated Group:

-- $50.2 million series 2012; and

-- $34 million series 2006A.

The Rating Outlook is Stable.

Key Rating Drivers

STABLE OPERATING PERFORMANCE: Holland Home's operating trend over
the past three years has been very stable with incremental
improvement in operating profitability metrics. Net entrance fee
receipts increased in 2012 reflecting an improving real estate
market and increased activity and interest from potential
residents. .

WEAK LIQUIDITY METRICS: Although improved, Holland Home's
liquidity indicators remain weak with days cash on hand of 183.0
days, a cushion ratio of 4.5x and cash to total debt of 31.2% at
March 31, 2013.

DIVERSIFIED REVENUE STREAM: Holland Home has improved operating
profitability over the last two years, which can somewhat be
attributed to its diversified revenue stream, including home
health and hospice care, which has helped to blunt the impact of
lower occupancy in the independent living (ILUs) and assisted
living units (ALUs).

MANAGEABLE DEBT BURDEN: While maximum annual debt service (MADS)
increases to $8.5 million in 2033, debt service is level at $7.5
million from 2013 through 2032, which equates to a moderate 10.0%
of fiscal 2012 total revenues and coverage of 1.59x in fiscal
2012.

CAPITAL STRUCTURE RISK: Although moderated by the series 2012
financing, Holland Home has roughly $24.9 million of direct bank-
placed variable-rate debt that has a mandatory tender date of Jan.
15, 2018. Relative to its current liquidity position, Fitch
believes Holland Home's capital structure subjects the
organization to elevated remarketing and interest rate risk.

Rating Sensitivities

FURTHER IMPROVEMENT IN LIQUIDITY: Despite a positive trend in
operating performance and debt service coverage, upward movement
in the rating action is precluded until liquidity metrics improve
and approach 'BBB' category medians.

SECURITY
Debt payments are secured by a revenue pledge of the obligated
group (OG), a first mortgage lien on certain property, and a debt
service reserve fund.

CREDIT PROFILE
The 'BB+' rating reflects Holland Home's improving operating
performance, moderate debt burden and adequate debt service
coverage which are tempered by weak liquidity metrics. Over the
last three fiscal years, Holland Home has generated year-over-year
improvement in operating profitability despite the difficult
operating environment. Operating ratio and net operating margin
(NOM) weakened slightly in 2012 compared to the prior year
reflecting investment in community-based services. However, NOM-
adjusted improved to 13.1% from 11.9% reflecting improved net
entrance fee receipts. Fitch believes the improvement reflects
management's effective expense control and the corporation's
growth in community-based services, which has extended Holland
Home's brand and diversified its revenue stream. The improved
entrance fee receipts reflect stabilization in the area real
estate market. Management reported 18 ILU sales in the first
quarter of 2013 compared to 13 in the year earlier period. ILU
occupancy was 92% at March 31, 2013, compared to average occupancy
of 90% in fiscal 2012 and 89.7% in fiscal 2011.

Holland Home's debt burden is moderate. While MADS increases to
$8.5 million in 2033, Fitch uses $7.5 million for analytical
purposes, which reflects level debt service from 2013-2032 and
equates to a moderate 10.0% of fiscal 2012 total (compared to the
'BBB' category median of 12.9%). In 2012, Holland Home generated
1.59x coverage on the $7.5 million debt service which is improved
from 1.41x in 2011 and 1.24x in 2010. Coverage of actual debt
service of $7 million in 2012 was 1.77x.

While Holland Home's unrestricted cash and investments have grown
to $34.1 million at March 31, 2013 from $31.7 million at fiscal
year-end 2012 (Dec. 31) and $26.2 million at fiscal year-end 2011,
Holland Home's liquidity indicators remain weak when compared to
'BBB' category medians. At March 31, 2013, Holland Home's days
cash on hand of 183.0, cushion ratio of 4.5x, and cash to debt of
31.2% trail the respective 'BBB' medians of 369.0,6.6x, and 50.9%.

Holland Home's debt structure consists of 77% natural fixed-rate
and 23% direct bank-placed variable-rate bonds. The series 2012
financing moderated Holland Home's capital structure risk by
replacing certain variable-rate debt with natural fixed-rate debt.
However, in light of Holland Home's light liquidity position,
Fitch believes the $24.9 million of bank-placed mandatory tender
bonds subjects the organization to an elevated level of
remarketing and interest rate risk. The swap portfolio consists of
seven separate swap transactions including three floating- to
fixed-rate swap agreements and four basis swap agreements with
three different counterparties. The floating- to fixed-rate swaps
are structured as hedges to convert Holland Home's variable-rate
debt to a synthetic fixed-rate obligation. The total notional
value of the swaps is approximately $88.3 million and each of the
amortizations on the swaps matches a specific series of bonds. At
March 31, 2013, the mark-to-market on all the swaps was negative
$10.9 million with the largest individual swap valuation being
negative $3.1 million. Under certain of the swap agreements,
Holland Home is exposed to involuntary termination as a result of
a below 'BB' rating.

The Stable Outlook reflects Fitch's belief that the operating
environment and real estate market are materially improved in
2013, which should result in improved financial performance.
Despite our expectation for better operating performance and debt
service coverage in 2013, positive rating action is precluded
until Holland Home's cash and investment position and liquidity
metrics strengthen and approach 'BBB' category medians.

Holland Home operates three campuses of multi-level senior housing
in Grand Rapids, MI, providing a total of 723 ILUs and cottages,
435 assisted living and dementia units, 20 residential hospice
units and 241 nursing beds. Under the Continuing Disclosure
Agreement, Holland Home covenants to provide audited financial
statements and utilization statistics within 180 days of each
fiscal year-end and quarterly interim financial statements and
utilizations within 60 days of each fiscal quarter-end. Holland
Home's disclosure to Fitch has been excellent in terms of content
and timeliness.


HOSTESS BRANDS: Seeks Approval of Severance, Vacation Claims
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc., now called Old HB Inc. after
assets were sold, filed papers seeking approval of severance and
vacation-pay claims owing to 161 non-union workers fired between
Feb. 1 and May 15.

The report notes that even if approved by the bankruptcy court in
White Plains, New York, at a June 25 hearing, the claims won't be
paid.  The hearing is only to approve the amount of the claims,
with payment coming later when distributions are made on priority
claims.

According to the report, the vacation and severance claims are so-
called priority claims entitled to full payment ahead of unsecured
claims.  The claims are based on work performed after bankruptcy.
The claims won't be paid to anyone who quit voluntarily or was
hired by one of the buyers of the businesses.  Some of the fired
workers may be executives whose severance is capped by Congress at
10 times the average severance of lower-ranking employees.
Consequently, the maximum severance for those executives is about
$73,500, according to the company.

                      About Hostess Brands

Hostess Brands Inc. -- known for iconic brands such as Butternut,
Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess,
Merita, Nature's Pride, Twinkies and Wonder -- sought Chapter 11
bankruptcy protection early morning on Jan. 11, 2011 (Bankr.
S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New
York.  Founded in 1930, the Irving, Texas-based company operated
36 bakeries, 565 distribution centers and 570 outlets in 49 states
at the time of the filing.  It disclosed assets of $982 million
and liabilities of $1.43 billion as of the petition date.

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

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

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

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

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

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

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


HUBBARD RADIO: Moody's Assigns B1 Rating to New $358MM Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Hubbard Radio,
LLC's proposed $358 million 1st lien term loan. The company plans
to extend the maturity of its existing 1st lien term loan (also
rated B1) to April 2019 from April 2017 and relax the 1st lien
secured leverage incurrence ratio to 4.75x from 4.25x, which
increases the company's ability to access the uncommitted $75
million incremental facility.

The company's operating performance is in line with Moody's
expectations. Revenue declined less than 1% for LTM March 31, 2013
with reported EBITDA remaining effectively unchanged at $77
million. The proposed amendment does not alter the debt mix or
total debt amount. All other existing ratings, including the B1
Corporate Family Rating, are unchanged and the outlook remains
stable.

Assigned:

Issuer: Hubbard Radio, LLC

1st Lien Senior Secured Term Loan due 2019 ($358 million
outstanding post-closing): Assigned B1, LGD3 -- 33%

Ratings Rationale:

Hubbard's B1 corporate family rating reflects moderately high
debt-to-EBITDA of 4.7x estimated for LTM March 31, 2013 (including
Moody's standard adjustments), leading rankings in their top 30
markets, the mature and cyclical nature of radio advertising
demand, as well as revenue concentration in two markets. The
company has maintained leading rankings in each of its markets
which supports good EBITDA margins of 40% or more. Ratings
incorporate ongoing media fragmentation and the cyclical nature of
radio advertising demand evidenced by the revenue declines
suffered by radio broadcasters during the recent recession and the
sluggish growth following the downturn. Ratings are constrained by
revenue concentration with two stations accounting for 47% of
revenues.

The company's leading brands have withstood heightened competition
from large radio broadcasters, especially in Washington, D.C. and
Chicago, but continued competitive pressure could negatively
impact station profitability beyond the near term. Looking
forward, Moody's expects revenues to be generally flat resulting
in some improvement in debt-to-EBITDA ratios to 4.5x or better
(including Moody's standard adjustments) over the next 12-18
months and good free cash flow generation of more than $40 million
(or 10% of debt balances). Liquidity is good and supplemented by a
minimum $10 million of balance sheet cash and an undrawn $10
million revolver.

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.

Formed in 2011, Hubbard Radio, LLC is a family controlled, and
privately held media company that owns and operates 14 radio
stations in five top 30 markets, including Chicago, Washington,
D.C., Minneapolis/St. Paul, St. Louis, and Cincinnati.
Headquartered in St. Paul, MN, the company is affiliated with
Hubbard Broadcasting Inc., a television and radio broadcasting
company that was started in 1923. Net revenue for 12 months ending
March 2013 was $181 million.


IMAGING3 INC: Bankruptcy Court Confirms Ch. 11 Reorganization Plan
------------------------------------------------------------------
Imaging3(TM), Inc. on May 29 disclosed that on Tuesday, May 2, and
Wednesday, May 2, 2013 the US Central District Bankruptcy Court
held a plan confirmation hearing and confirmed the company's plan
of reorganization.

"We look forward to moving out of the bankruptcy process and
working towards getting Imaging3 fully reporting and compliant
with SEC reporting requirements," stated Chairman/CEO Dean Janes.
"We have a good deal of work ahead of us towards becoming a fully
reporting public company as well as working towards resubmitting
our 510k application with the FDA.  More updates will be provided
in the future in the form of filings and press releases, all of
which can be followed on our website," stated Mr. Janes.

                        About Imaging3

Headquartered in Burbank, California, Imaging3, Inc. --
http://www.imaging3.com-- is a provider of advanced technology
medical imaging devices.  The Company has developed a breakthrough
medical imaging device that produces 3D medical diagnostic images
of virtually any part of the human body in real-time.  Because
these 3D images are instantly constructed in real-time, they can
be used for any current or new medical procedures in which
multiple frames of reference are required to perform medical
procedures on or in the human body.  The company was founded in
1993.

Imaging3 sought Chapter 11 protection (Bankr. C.D. Cal. Case No.
12-41206) on Sept. 13, 2012.  Brian L. Davidoff, Esq., at
Greenberg Glusker, in Los Angeles, serves as counsel.
The Debtor estimated assets of $500,001 to $1,000,000 and
liabilities of $10,000,001 to $50,000,000.


IMH FINANCIAL: Incurs $4.9 Million Net Loss in First Quarter
------------------------------------------------------------
IMH Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $4.94 million on $1.85 million of total revenue for
the three months ended March 31, 2013, as compared with a net loss
of $7.89 million on $1.26 million of total revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed $227.79
million in total assets, $100.92 million in total liabilities and
$126.86 millionin total stockholders' equity.

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

                         http://is.gd/qwvUvn

                         About IMH Financial

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

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

IMH Financial disclosed a net loss of $32.19 million in 2012, a
net loss of $35.19 million in in 2011, and a net loss of $117.04
million in 2010.


IMPLANT SCIENCES: Incurs $5.3 Million Net Loss in March 31 Qtr.
---------------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $5.33 million on $1.26 million of revenues for the
three months ended March 31, 2013, as compared with a net loss of
$3.89 million on $686,000 of revenues for the same period during
the prior year.

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

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

                        Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$12,763,000 in cash available from our line of credit with DMRJ at
March 31, 2013, we will require additional capital in the third
quarter of fiscal 2014 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws."

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

                       http://is.gd/6eZBzJ

                     About Implant Sciences

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

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


INTELSAT INVESTMENTS: Amends Consent Solicitation
-------------------------------------------------
Intelsat S.A.'s subsidiary, Intelsat Jackson Holdings S.A., has
amended the terms of its previously announced solicitation of
consents from holders of its 8 1/2 percent Senior Notes due 2019.

Holders of the 2019 Jackson Notes who validly consent to the
Proposed Amendments on or prior to 5:00 p.m., New York City time,
on May 20, 2013, will now be eligible to receive a consent fee of
$22.50 per $1,000 principal amount of 2019 Jackson Notes for which
consents are received on or prior to the Expiration Time.  All
other terms of the consent solicitation remain unchanged.

Intelsat Jackson is soliciting consents from the holders of the
2019 Jackson Notes to amend the indenture governing the 2019
Jackson Notes so that Intelsat Jackson and its restricted
subsidiaries would be permitted to make certain Restricted
Payments if, after giving effect to that transaction on a pro
forma basis, Intelsat Jackson's Debt to Adjusted EBITDA Ratio
would be less than or equal to 6.0 to 1.0, in each instance of
such Restricted Payment, rather than 5.5 to 1.0.  The consent
solicitation is subject to the terms and conditions set forth in
Intelsat Jackson's Consent Solicitation Statement, dated May 13,
2013.

The change in the amount of the consent fee may have important
consequences regarding the United States Federal income taxation
of U.S. Holders.
  
The record date to determine holders eligible to consent remains
5:00 p.m., New York City time, on May 10, 2013.

Intelsat Jackson's acceptance of validly executed, delivered and
unrevoked consents and payment of the applicable consent fee with
respect to the 2019 Jackson Notes is conditioned upon, among other
things, the receipt of the Requisite Consents on or prior to the
Expiration Time.  If all of the conditions to the consent
solicitation are satisfied or waived, Intelsat Jackson will pay
the consent fee to each holder of 2019 Jackson Notes who validly
consented and did not revoke their consent on or prior to the
Expiration Time.

No consent fee with respect to the 2019 Jackson Notes will be paid
if the Requisite Consents are not received prior to the Expiration
Time or if the consent solicitation is terminated for any reason.
Intelsat Jackson reserves the right to terminate, withdraw or
amend the consent solicitation at any time and from time to time,
as described in the Consent Solicitation Statement.

Upon receipt of consents from holders of at least a majority in
aggregate principal amount of the outstanding 2019 Jackson Notes
on or prior to the Expiration Time, excluding any 2019 Jackson
Notes owned by Intelsat Jackson or any of its affiliates, Intelsat
Jackson and the trustee under the indenture governing the 2019
Jackson Notes will execute a supplemental indenture giving effect
to the Proposed Amendments.  Except in certain limited
circumstances, consents delivered pursuant to the consent
solicitation may not be withdrawn or revoked after execution of
the supplemental indenture.

Additional information can be obtained at http://is.gd/UXJour

                          About Intelsat

Luxembourg-based Intelsat is the leading provider of satellite
services worldwide.  For over 45 years, Intelsat has been
delivering information and entertainment for many of the world's
leading media and network companies, multinational corporations,
Internet Service Providers and governmental agencies.  Intelsat's
satellite, teleport and fiber infrastructure is unmatched in the
industry, setting the standard for transmissions of video, data
and voice services.  From the globalization of content and the
proliferation of HD, to the expansion of cellular networks and
broadband access, with Intelsat, advanced communications anywhere
in the world are closer, by far.

Intelsat S.A. incurred a net loss of $145 million in 2012, a net
loss of $433.99 million in 2011, and a net loss of $507.76 million
in 2010.  The Company's balance sheet at March 31, 2013, showed
$17.14 billion in total assets, $18.38 billion in total
liabilities, and a $1.28 billion total Intelsat Investment S.A.
shareholder's deficit.

                           *     *     *

As reported by the TCR on April 26, 2013, Moody's Investors
Service upgraded Intelsat Investments S.A.'s (Intelsat; formerly
Intelsat S.A.) corporate family rating (CFR) to B3 from Caa1,
while also upgrading ratings for certain of the company's debt
instruments as well as its probability of default rating (PDR;
upgraded to B3-PD from Caa1-PD).  The rating action concludes a
review initiated on April 2, 2013, when Intelsat's indirect
ultimate parent company, Intelsat S.A. (formerly Intelsat Global
Holdings S.A.) announced an equity issue with most of the proceeds
reducing debt at Intelsat and its subsidiaries. With the review
concluded, Intelsat's ratings outlook was changed to stable.


JAMES RIVER: To Swap $243.4MM Sr. Notes for $123.3MM New Notes
--------------------------------------------------------------
James River Coal Company has entered into separate, privately
negotiated exchange agreements, under which it will exchange a
total of approximately $243.4 million of existing senior
convertible notes for $123.3 million of new senior convertible
notes.

The notes to be exchanged include $90 million of its 4.50 percent
Senior Convertible Notes due 2015 and $153.4 million of its 3.125
percent Senior Convertible Notes due 2018.  These notes will be
exchanged for $123.3 million in aggregate principal of new 10
percent Senior Convertible Notes due 2018.

Following these transactions, $51.2 million of the 2015 Notes and
$51.6 million of the 2018 Notes will remain outstanding.
Sufficient shares of the Company's common stock into which the New
Notes are convertible have been reserved for issuance by the
Company.

A detailed copy of the press release is available at:

                        http://is.gd/O004cp

                          About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

James River reported a net loss of $138.90 million in 2012,
as compared with a net loss of $39.08 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $1.16 billion in
total assets, $944.75 million in total liabilities and $215.26
million in total shareholders' equity.

                           *     *     *

In the Dec. 6, 2012, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating
("CFR") and Probability of Default Rating ("PDR") to Caa1 from B3.
The downgrades reflects weakening credit protection metrics as a
result of a very difficult environment facing coal producers in
Central Appalachia and Moody's view that the company's earnings
and cash flow profile will remain challenged in the near-term.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


KINBASHA GAMING: Naoki Kawata Owned 8.9% Equity Stake at Feb. 14
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Naoki Kawata disclosed that, as of Feb. 14, 2013, he
beneficially owned 1,086,157 shares of common stock of Kinbasha
Gaming International, Inc., representing 8.9% of the shares
outstanding.  A copy of the filing is available at:

                       http://is.gd/2fszM4

                      About Kinbasha Gaming

Westlake Village, California-based Kinbasha Gaming International,
Inc., owns and operates retail gaming centers, commonly called
"pachinko parlors," in Japan.  These parlors, which resemble
Western style casinos, offer customers the opportunity to play the
games of chance known as pachinko and pachislo.  Pachinko gaming
is one of the largest entertainment business segments in Japan.

These operations are conducted predominately through Kinbasha's
98% owned Japanese subsidiary, Kinbasha Co. Ltd. ("Kinbasha
Japan").  Kinbasha Japan has been in this business since 1954.  As
of September 30, 2012, the Company operated 21 pachinko parlors,
of which 18 were in the Japanese prefecture of Ibaraki, two were
in the Tokyo metropolis, and one was in the Chiba prefecture.

For the six months ended Sept. 30, 2012, the Company had a net
loss of $2.3 million on $49.3 million of net revenues, compared
with a net loss of $10.0 million on $41.7 million of net revenues
for the six months ended Sept. 30, 2011.  For the nine months
ended Dec. 31, 2012, the Company reported net income attributable
to common shareholders of $4.94 million on $72.92 million of net
revenues, as compared with a net loss attributable to common
shareholders of $8.66 million on $68.55 million of net revenues
for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $137.85
million in total assets, $178.17 million in total liabilities and
a $40.31 million total shareholders' deficit.

                       Going Concern Doubt

Marcum LLP, in Los Angeles, Calif., expressed substantial doubt
about Kinbasha's ability to continue as a going concern following
their audit of the Company's financial statements for the fiscal
year ended March 31, 2012.  The independent auditors noted that
the Company has incurred substantial losses, its current
liabilities exceeds its current assets and the Company is
delinquent on the repayment of its capital lease obligations.


LAKELAND DEVELOPMENT: Plan Filing Period Extended Until July 25
---------------------------------------------------------------
At the behest of Lakeland Development Company, the Hon. Richard M.
Neiter of the U.S. Bankruptcy Court for the Central District of
California extended the Debtor's exclusivity period to file a plan
of reorganization and disclosure statement through July 25, 2013.

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LDK SOLAR: Signs New Wafer Supply Contract
------------------------------------------
LDK Solar Co., Ltd., has signed a wafer supply contract with
Realforce Power Co., Ltd., a photovoltaic company located in
Shandong Province, China.  Under the terms of the agreement, LDK
Solar will provide 120 million 6-inch wafers, totaling
approximately 500 megawatts (MW), with shipments commencing in May
2013 through December 2014.

"We are pleased to enhance our market position in the China region
through this new wafer sales agreement," stated Xingxue Tong,
president and CEO of LDK Solar.  "We believe the China region,
which is expected to reach 10 gigawatts (GW) in 2013, represents
the strongest global growth opportunity.  This contract
demonstrates the continued demand for our solar wafers.  We are
confident that our high quality wafers can meet new market
requirements," concluded Mr. Tong.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $5.02 billion in total assets, $5.20 billion
in total liabilities, $323.29 million in redeemable noncontrolling
interest, $15.88 million in ordinary shares, $18.41 million in
noncontrolling interest and a $502.76 million total deficit.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LEAGUE NOW: Further Amends Q1 Form 10-Q to Revise Disclosure
------------------------------------------------------------
League Now Holdings Corporation has amended its quarterly report
on Form 10-Q/A No. 1 for the fiscal quarter ended March 31, 2013,
as filed with the Securities and Exchange Commission on May 16,
2013, to revise Part I - Financial Information, Item 1 Condensed
Financial Statements to include Note Payable in Financial
Statements and Note 4 - Note Payable disclosure.  A copy of the
Amended Form 10-Q is available at http://is.gd/DjT0cI

                          About League Now

Brecksville, Ohio-based League Now Holdings Corporation, through
its subsidiary, Infiniti Systems Group, Inc., provides technology
integration services to businesses in the midwestern United
States.

League Now Holdings disclosed a net loss of $359,365 on $3.72
million of revenue for the 12 months ended Dec. 31, 2012, as
compared with a net loss of $112,868 on $3.65 million of revenue
for the 12 months ended Dec. 31, 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $1.41 million in total assets and
$1.77 million in total liabilities.

Harris F. Rattray CPA, in Pembroke Pines, 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 incurred accumulated net losses of $566,540
and needs to raise additional funds to meet its obligations and
sustain its operations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


LEHMAN BROTHERS: Unit Has Secondary Offering of AvalonBay Shares
----------------------------------------------------------------
AvalonBay Communities, Inc. announced an underwritten at-the-
market secondary public offering of 7,870,000 shares of its common
stock by Jupiter Enterprise LP, an indirect subsidiary of Lehman
Brothers Holding Inc. (the "Selling Stockholder").  An aggregate
amount of 14,889,706 shares of the Company's common stock were
issued to the Selling Stockholder in connection with the Company's
acquisition of a portion of the Archstone apartment community
portfolio in February 2013. The Selling Stockholder will receive
all of the proceeds from this offering.

The total number of outstanding shares of the Company's common
stock will not change as a result of the offering. No shares are
being sold by the Company or any of its officers or directors in
the offering.

The offering is being made pursuant to an automatic shelf
registration statement that became effective upon filing with the
Securities and Exchange Commission on March 8, 2013. Goldman,
Sachs & Co. is acting as the sole underwriter for the offering.
The offering of the securities is being made by means of a
prospectus supplement and accompanying prospectus only, copies of
which may be obtained from Goldman, Sachs & Co., Attention:
Prospectus Department, 200 West Street, New York, NY 10282,
telephone: 1-866-471-2526, facsimile 212-902-9316, or by emailing
prospectus-ny@ny.email.gs.com, or, alternatively, when they become
available, for free by visiting EDGAR or the SEC Web site at
http://www.sec.gov/

                   About AvalonBay Communities

AvalonBay Communities, Inc. is a real estate investment trust (a
"REIT") and an S&P 500 Index company that owns one of the largest
portfolios of high-quality multifamily communities in the United
States. The Company is focused on the development, redevelopment,
acquisition, operation and management of apartment communities in
high barrier-to-entry markets in the Northeast, Mid-Atlantic and
West Coast regions of the United States. The Company owned or held
a direct or indirect ownership interest in 272 apartment
communities containing 81,279 apartment homes in twelve states and
the District of Columbia, of which 27 communities were under
construction and five communities were under reconstruction.

                      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: Brokerage Fees Were $62 Million for One Year
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that James Giddens, the trustee liquidating the brokerage
subsidiary of Lehman Brothers Holdings Inc., has a hearing in
bankruptcy court on June 19 for approval of $62 million in fees
for himself and his law firm Hughes Hubbard & Reed LLP for the
year ended in February.

In their roles as trustee and attorneys for Lehman Brothers Inc.,
Giddens and Hughes Hubbard voluntary reduced their fees 10 percent
in agreement with the Securities Investor Protection Corp. when
the liquidation began in 2008.  SIPC provides funds to pay costs
of the liquidation and some customers claims.  In the last six
months of the period, Hughes Hubbard's average hourly rate was
$514.

Mr. Giddens is yet to make a first distribution to non-customers,
although he says customers will be paid in full.

                      About Lehman Brothers

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

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

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

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley &McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
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.


LENDER PROCESSING: Moody's Reviews 'Ba2' CFR Over Fidelity Bid
--------------------------------------------------------------
Moody's Investors Service placed the Ba2 senior unsecured rating
of Lender Processing Services Inc. under review for upgrade
following the announcement that Fidelity National Financial, Inc.
(FNF, senior unsecured rating of Baa3) has entered into a
definitive agreement to acquire LPS for approximately $2.9 billion
plus the assumption of LPS' debt. All other LPS ratings remain
unchanged.

The transaction is subject to approval by LPS and FNF stockholders
and applicable federal and state regulators, as well as other
customary closing conditions. The transaction is expected to close
in the fourth quarter of 2013.

Ratings Rationale:

Moody's review will assess FNF's final plans to assume or
refinance LPS' debt. FNF has stated that it intends to repay LPS'
secured bank term loan, at which time Moody's will withdraw the
Baa3 secured debt rating.

Assuming the unsecured notes remain outstanding, which FNF
management has indicated will happen after closing, the rating on
LPS' senior unsecured notes post-acquisition would depend on
whether FNF guarantees the notes and what FNF's rating is at the
time the guarantee is issued.

While LPS reached settlement agreements earlier this year with the
attorneys general of 49 states and the District of Columbia,
potential exposure still arises from the U.S. Attorneys inquiry
and the Consent Order review process by federal banking agencies.
Moody's expects mortgage origination and foreclosure volumes to
decline in 2013, which would negatively impact LPS' business. LPS
has benefited from high levels of mortgage refinancing volumes,
which are expected to slow significantly through 2014. However,
Moody's believes that LPS will be able to largely offset lower
mortgage processing volumes through market share gains (arising
from the mortgage lending/servicing industry trend towards
outsourcing) and the growth of its data and analytics business.

Rating Placed Under Review For Upgrade:

$600 million senior unsecured notes - Ba2 (LGD5 -- 79%)

The principal methodology used in rating LPS 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.

Lender Processing Services, Inc., with over $2 billion of
projected annual revenue, is a leading provider of mortgage loan
processing services, including mortgage origination and default
management services to financial institutions.


LENDER PROCESSING: S&P Puts 'BB+' CCR on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and senior unsecured debt ratings on Jacksonville, Fl.-
based Lender Processing Services Inc. (LPS) on CreditWatch
with positive implications.

S&P has not placed its 'BBB' issue-level rating on LPS' first-lien
credit facility (with a '1' recovery rating) on CreditWatch
because that facility will be refinanced as part of the
transaction.

"The CreditWatch listing reflects our initial assessment that as
part of the announced $2.9 billion acquisition of LPS by Fidelity
National Financial Inc. [FNF] [BBB-/Stable/--], the insurance
provider will guarantee LPS' existing senior unsecured notes [$600
million outstanding 5.75% senior unsecured notes due 2023], said
Standard & Poor's credit analyst John Moore.  The transaction,
which the companies expect to close over the coming year, is
subject to approval from LPS shareholders, regulatory approvals,
and other customary closing conditions.

The ratings reflect LPS strong market position and somewhat narrow
and cyclical market focus within U.S. mortgage processing services
markets, as well as foreclosure processing delays to date, which
result in S&P's characterization of its business risk profile as
"fair".  S&P assess the company's financial risk profile as
"intermediate," given its good cash flow characteristics and
moderate financial policies.

S&P expects to meet with management when details of the
transaction are available and S&P can review terms and conditions
of the proposed LPS debt guarantee.  Following S&P's review, it
expects that it will raise its senior unsecured notes rating on
LPS to 'BBB-'.  Following the close of the transaction, S&P
expects FNF to refinance LPS' existing first-lien credit facility.
In addition, S&P expects to withdraw its corporate credit and
first-lien issue ratings on LPS upon close of the transaction.


LONE PINE: Moody's Lowers CFR to Caa3 on Likely Covenant Breach
---------------------------------------------------------------
Moody's Investors Service downgraded Lone Pine Resources Inc.'s
Corporate Family Rating and Probability of Default Rating to
Caa3/Caa3-PD from Caa1/Caa1-PD. The $200 million senior unsecured
notes rating was downgraded to Ca from Caa1. The Speculative Grade
Liquidity of SGL-4 was affirmed. The rating outlook remains
negative.

Downgrades:

Issuer: Lone Pine Resources Canada Ltd.

  Senior Unsecured Regular Bond/Debenture Feb 15, 2017, Downgraded
  to Ca from Caa2

Issuer: Lone Pine Resources Inc.

  Probability of Default Rating, Downgraded to Caa3-PD from Caa1-
  PD

  Corporate Family Rating, Downgraded to Caa3 from Caa1

Upgrades:

Issuer: Lone Pine Resources Canada Ltd.

  Senior Unsecured Regular Bond/Debenture Feb 15, 2017, Upgraded
  to a range of LGD5, 76 % from a range of LGD5, 81 %

Affirmations:

Issuer: Lone Pine Resources Inc.

  Speculative Grade Liquidity Rating, Affirmed SGL-4

Rating Rationale:

"The Caa3 CFR and negative outlook reflect Lone Pine's likely
covenant breach for the quarter ended June 30, 2013, a fully drawn
credit facility, pending $10 million August 15, 2013 interest
payment, and sharply declining production and reserves," said
Terry Marshall, Moody's Senior Vice President. "Lone Pine's cash
flow cannot cover the capital expenditures required to maintain
production. While Lone Pine has some underlying value in its two
main assets: Narraway and Evi, any proceeds raised from an asset
sale or joint venture would likely be required to be used to
reduce the bank revolver borrowings and not have a positive impact
on the company's liquidity."

The SGL-4 Speculative Grade Liquidity rating reflects weak
liquidity. As of May 3, 2013 Lone Pine had minimal cash and
approximately CAD165 million drawn under its CAD185 million
borrowing base revolver, which matures in March 2016. Lone Pine
cannot make further drawings under the revolver as doing so will
breach the sole financial covenant governing the facility. The
revolver's borrowing base could be subject to downward revision in
2013 as production and reserves decline or if Lone Pine sells
assets. Moody's expects Lone Pine to breach its revolver financial
covenant (total debt to consolidated EBITDA of 4.5:1 on March 31,
2013 decreasing to 4:1 on June 30, 2013) on June 30, 2013, absent
renegotiation of this covenant. There are no debt maturities until
2017. Lone Pine may be able to generate some cash from the sale of
all or part of its core assets - Narraway or Evi, but the proceeds
would likely go directly to the secured banks and not have a
positive impact on liquidity as the company's borrowing base would
be reduced.

The $200 million senior unsecured notes are rated one notch below
the Caa3 CFR due to the existence in the capital structure of the
prior-ranking borrowing base revolver.

The negative outlook reflects Moody's view that Lone Pine's
capital structure is unsustainable and will likely need to be
restructured. A downgrade will occur if Lone Pine files for
creditor protection or restructures its debt in a manner
economically detrimental to the full claims of its lenders. The
rating is unlikely to be upgraded absent a sale of assets and
restructuring of its capital structure.

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

Lone Pine is a Calgary, Alberta-based exploration and production
company with about 7,000 boe of daily production and proved
developed and total proved reserves of 20 million and 31 million
boe, respectively.


MACDERMID INC: S&P Revises Outlook to Stable & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
MacDermid Inc. to stable from positive.  S&P also affirmed its 'B'
corporate credit rating on the company.

At the same time, S&P assigned its 'B' issue-level ratings (the
same as the corporate credit rating) to MacDermid's $50 million
revolving credit facility and $755 million first-lien term loan
facility.  The recovery ratings are '3', indicating S&P's
expectation of meaningful recovery (50%-70%) in the event of a
payment default.

S&P also assigned its 'B-' issue-level rating and '5' recovery
rating to MacDermid's $335 million second-lien term loan facility,
indicating S&P's expectation of modest recovery (10%-30%) in the
event of a payment default.

"The outlook revision reflects our expectation that MacDermid's
debt leverage will remain very high following the proposed
refinancing," said Standard & Poor's credit analyst Seamus Ryan.

Nevertheless, S&P believes that gradually improving operating
results and continued steady free cash flow generation could allow
MacDermid to strengthen credit metrics over the next few years.

The ratings on MacDermid reflect S&P's expectations that the
company's continued focus on new product development and ongoing
cost reduction efforts will support good, stable EBITDA margins
and steady free cash flow generation, despite some end market
cyclicality.  The company's very aggressive financial policies and
its very high debt leverage, including pro forma total adjusted
debt to EBITDA approaching 7.5x in 2013, largely offset these
strengths.  S&P characterizes MacDermid's business risk profile as
"fair" and its financial risk profile as "highly leveraged."

The stable outlook reflects S&P's expectation that MacDermid's
operating results and cash flow generation will help sustain its
financial profile and lead to gradually improving credit metrics
over the next year.

S&P could raise the rating if the company can reduce leverage
beyond its base-case expectations to the point where FFO to total
debt improves to greater than 10% on a sustainable basis.  This
scenario could occur if revenue growth approaches 10% annually and
gross margins improve by another 200 basis points (bps), or if the
company uses its cash flow to reduce debt with more gradually
improving operating performance.

S&P could lower ratings if unexpected business challenges result
in diminished liquidity or a decrease in FFO to total adjusted
debt trending below 5%.  This could result from weakened global
demand, leading to a significant revenue decline or soft demand
and raw material cost pressures resulting in a gross margin
decline of about 350 bps.  S&P could also lower ratings if the
company further increases debt to fund additional returns to
shareholders.


MEDIMEDIA USA: Moody's Lifts CFR to B3 Following Refinancing Deal
-----------------------------------------------------------------
Moody's Investors Service upgraded MediMedia USA, Inc.'s Corporate
Family Rating to B3 from Caa1 following the successful refinancing
of its debt structure which is expected to enhance its liquidity
and financial flexibility.

This action completes the positive review initiated on April 4.
The Probability of Default Rating was also upgraded to B3-PD from
Caa1-PD. The new $215 million 1st lien term loan and $25 million
revolver ratings were affirmed at B2 and the $100 million second
lien was affirmed at Caa2. The B2 rating on the existing revolver
and term loan facility as well as the Caa2 rating on the
outstanding senior subordinated have been withdrawn due to
repayment. The outlook is stable.

The transaction extends the company's debt maturity from 2014 to
2018 and 2019 and raises the amount of revolver availability to
the company. MediMedia, LLC, the operating group that includes its
struggling MediMedia Health division, was moved to an unrestricted
subsidiary that would not be part of the lender group and would be
restricted to $10 million in cash from the borrowing group.
Excluding MMH from the borrowing group is expected to enhance the
free cash flow of the restricted group and remove some of the
volatility in performance. The refinancing eliminates the
company's maturity wall, improves liquidity, increases covenant
flexibility, and allows the company additional time to improve
performance. Total debt increased by $16 million from the
transaction.

Moody's took the following ratings actions:

MediMedia USA, Inc.

Corporate Family Rating, upgraded to B3 from Caa1

Probability of Default Rating, upgraded to B3-PD from Caa1-PD

New $25 million revolver maturing 2018 affirmed at B2 (LGD3-34%)

New $215 million 1st lien term loan maturing 2018 affirmed at B2
(LGD3-34%)

New $100 million 2nd lien term loan maturing 2019 affirmed at Caa2
(LGD5-85%)

Existing Senior Secured Bank Credit Facility

36.5 million Tranche A-2 Revolving Loan maturing August 2014, B2
(LGD2-24%) --withdrawn

0.6 million Tranche B-1 Term Loan maturing October 2013, B2 (LGD2-
24%) -- withdrawn

128.6 million Tranche B-2 Term Loan maturing August 2014, B2
(LGD2-24%) -- withdrawn

Senior Subordinated Notes maturing November 2014, Caa2 (LGD-5,
78%) -- withdrawn

Outlook, changed to stable from on review for upgrade

Ratings Rationale

MediMedia's B3 CFR reflect the high leverage level, the transition
to digital from print in its Krames Staywell business, very modest
free cash flow, and the company's small size. Prior asset sales
and the movement of MMH to an unrestricted subsidiary leave the
company smaller and less diversified than it has been previously.
The company will have to continue to update its service offerings
to adapt to a changing healthcare environment and to meet evolving
client needs which will result in significant capex spend over the
next several years.

The ratings receive support from improved performance in 2012
(excluding MMH) despite limited liquidity under the prior credit
facility. Revenue grew 2% during the LTM period ending Q1 2013
compared to the prior year period and EBITDA margins increased to
23% from 17% during the same time period after aggressive cost
cutting measures were enacted. Leverage is 6x pro-forma for the
transaction which is improved from over 7x at the end of 2011.
Increased liquidity and capex spend in 2013 is anticipated to
better position the company going forward. Its Staywell Health
division is expected to continue to improve after reducing its
cost structure following the problematic acquisition of
LifeMasters and enhanced technology offerings. The company's
smaller CHC/MMMM division, which was spun out of the MMH division,
should be a source of growth.

MediMedia's liquidity is expected to be adequate aided by a new
$25 million revolver facility, improved covenant flexibility, and
modestly positive free cash flow following the exclusion of MMH
from the Restricted Subsidiary group. Capex is expected to
increase in 2013, but could be reduced if necessary. Working
capital is expected to be modestly negative over the projection
period. The restricted payments test limits the amount of cash MMH
can receive from the lender group to $10 million in cash, although
it has the potential to impact liquidity given the company's small
size and modest free cash flow. MMH is expected to attempt to
raise a separate ABL facility for additional liquidity, but has
not been completed the transaction as of this publication date.

The outlook is stable and reflects Moody's expectations of modest
growth in 2013 that will lead to slight deleveraging helped by a
better liquidity position. Moody's anticipates the sponsor may
look for an exit from its investment over the rating horizon that
could lead to a sale of additional businesses or the company as a
whole.

A positive rating action would require revenue and EBITDA growth,
free cash flow of over 5% of total debt, and a total leverage
ratio comfortably under 5.25x on a sustained basis.

A negative rating action would occur due to declines in revenue or
EBITDA that raised leverage above 6.25x. A weakened liquidity
position due to negative free cash flow and limited revolver
availability could also put negative pressure on the ratings.

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

Headquartered in Yardley, Pennsylvania, MediMedia USA, Inc.
provides health information and services that inform consumers,
physicians, and other healthcare decision makers. Its annual
consolidated revenue is approximately $275 million as of December
31, 2012 (including MMH). The company is primarily owned by Vestar
Capital Partners.


MERITOR INC: Fitch Rates New $250MM New Unsecured Notes 'B-'
------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B-/RR5' to Meritor, Inc.'s
(MTOR) $250 million in proposed senior unsecured notes due 2021.
The Issuer Default Rating (IDR) for MTOR is 'B' and the Rating
Outlook is Stable.

The proposed notes will be guaranteed by certain current and
future subsidiaries of MTOR that also guarantee the company's
secured revolving credit facility and term loan A. MTOR intends to
use proceeds from the proposed notes to fund a tender offer for
its $251 million in 8.125% senior unsecured notes due 2015.
Refinancing the 8.125% notes with proceeds from the proposed notes
will significantly reduce the company's 2015 debt maturities. In
addition, by redeeming at least $151 million of the 8.125% notes,
MTOR will avoid an early maturity of its revolver and term loan A
in 2015. Provisions in the company's credit agreement call for an
early maturity of the revolver and term loan A in June 2015,
rather than their stated maturity of April 2017, if more than $100
million in principal remains outstanding on the 8.125% senior
notes on June 1, 2015.

Key Rating Drivers

MTOR's ratings are supported by the work the company has
undertaken over the past two years to improve product pricing and
reduce costs. Progress on these factors contributed to the company
posting a 5.6% Fitch-calculated EBITDA margin in the 12 months
ended March 31, 2013, down from 6.1% the same period in 2012,
despite a 23% decline in revenue between both periods. Fitch
expects the company will post an EBITDA margin in the 6% range for
the full fiscal year (FY) 2013, similar to the level it posted in
FY2012 despite its public guidance that revenue will fall to about
$3.8 billion in FY2013 from $4.4 billion in FY2012. Fitch notes
that annual margins in the 6% range are among the highest that
MTOR has produced since well before the last recession, and
additional restructuring actions the company is currently
contemplating will likely drive further margin growth over the
intermediate term.

Concerns include MTOR's exposure to the volatile commercial and
military vehicle sectors, relatively high leverage, weak free cash
flow (FCF) generation, and substantially underfunded pension
plans. As noted above, MTOR has made meaningful progress on
reducing its cost structure to cope with the heavy cyclicality of
its end-markets, but it remains highly exposed to changes in
commercial vehicle demand, as seen in the substantial decline in
revenue over the past year. The funded status and funding
requirements of MTOR's pension plans also weigh on the company's
ratings. As of Sept. 30, 2012 (MTOR's fiscal year end), the
company's global pension plans were only 74% funded, with a $529
million net liability, of which $448 million was in the U.S. MTOR
expects required cash contributions to its global pension plans to
total $73 million in FY2013, which will constitute a meaningful
use of its cash.

MTOR's leverage (debt/Fitch-calculated EBITDA) at March 31, 2013,
was 5.1x, with $1.1 billion in debt and last 12 months (LTM)
EBITDA (as calculated by Fitch) of $217 million. LTM FCF at March
31, 2013 was negative $55 million, resulting in a negative FCF
margin of 1.4%. Fitch notes, however, that MTOR's FCF in the
period included $25 million in discretionary pension contributions
made in the company's fiscal fourth quarter. Fitch expects FCF to
remain under pressure in the near to intermediate term as the
company continues to work through its European restructuring
program. Despite its negative FCF, MTOR's liquidity at March 31,
2013, remained adequate and included $117 million in cash and cash
equivalents and $429 million in availability on its secured
revolver. Current maturities of long-term debt totaled only $25
million.

In April 2013, MTOR announced a series of initiatives dubbed
'M2016', intended to improve the company's profitability and
strengthen its balance sheet. From a credit perspective, MTOR
plans to reduce leverage and increase the funded status of its
pension plans. Consistent with this plan, in April 2013 MTOR
announced the intention to sell its interest in Suspensys Sistemas
Automotivos Ltda., a Brazilian joint venture (JV) to its JV
partner, Randon S.A. Implementos E Participacoes, for $190 million
in cash and $5 million in lease abatements. MTOR plans to use
proceeds from the sale toward strengthening its balance sheet.
Although the company has not specifically stated what it might
target the proceeds for, Fitch notes that MTOR can prepay the
remaining $95 million outstanding on its term loan A without
penalty.

The rating of 'B-/RR5' on the company's unsecured notes (including
the proposed notes) reflects Fitch's expectation that recovery
would be below average, in the 10% to 30% range, in a distressed
scenario. The relatively low level of expected recovery for the
unsecured debt is due, in part, to the substantial amount of
higher-priority secured debt in MTOR's capital structure,
including the potential for a full draw on both its secured
revolver and its U.S. accounts receivable securitization facility.

Rating Sensitivities

Although the Stable Outlook reflects Fitch's expectation that
MTOR's ratings will not change in the near term, over the longer
term Fitch could upgrade the ratings if market conditions
strengthen and continued restructuring actions lead to higher
margins, increased FCF and stronger credit protection metrics. In
particular, Fitch will look for the company to begin producing
positive FCF on a sustained basis and for leverage (debt/Fitch-
calculated EBITDA) to fall below 4.0x for an extended period. On
the other hand, Fitch could undertake a negative rating action on
MTOR if the global commercial truck and industrial markets
materially deteriorate further, resulting in a meaningful erosion
of the company's liquidity and a substantial weakening of its
credit profile.


MERITOR INC: $250MM Sr. Notes Offering Gets Moody's 'B3' Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating (LGD4, 61) to
Meritor, Inc.'s $250 million offering of senior unsecured notes.
Moody's also affirmed Meritor's existing ratings that include:
Corporate Family Rating (CFR) -- B2; Probability of Default Rating
-- B2-PD; senior secured -- Ba2; senior unsecured B3; and
Speculative Grade Liquidity rating -- SGL-3. The rating outlook is
stable. Proceeds of the unsecured note offering will be used to
fund a tender offer for the company's $250 million of 8 1/8%
unsecured notes due 2015 and to repay other debt.

Ratings Rationale:

Meritor's B2 Corporate Family Rating (CFR) reflects the likelihood
that steeply falling demand in the North American truck sector,
combined with a slowdown in European and Chinese markets, will
stress the company's credit metrics during the near-term. However,
Meritor's strategy anticipates that ongoing restructuring
initiatives will moderate the impact of the downturn, and that its
sound liquidity position will provide ample financial flexibility
until demand begins to recover during late 2013. The rating is
also supported by Meritor's leading positions in its key markets,
and the company's broad geographic footprint.

Moody's believes that Meritor's plan is viable, and that the
company is showing progress toward shrinking its cost structure
and maintaining a competitive business position. The sound
liquidity profile is a key element of this plan.

Nevertheless, given the uncertainty surrounding the severity and
duration of the current downturn, it will be necessary for Meritor
to show sustained progress in achieving its cost reduction
objectives in order to forestall any pressure on the rating. Such
progress could be demonstrated by steady improvement in EBIT
margins from the most recent quarterly levels.

After generating competitive EBIT margins through June 2012, the
downturn in North American truck demand resulted in a severe
erosion in Meritor's margin for the fiscal fourth quarter ending
September 2012. North American industry shipments have continued
to decline through mid-2013. Despite this downturn and the
resulting fall in its revenues, the success of Meritor's
restructuring initiatives have enabled it to improve its margin to
2.7% (1Q 2013) and 3.4% (2Q 2013). Moody's expects that the
company's cost reduction program, combined with a modest recovery
in truck demand during 2014, will enable the company to generate
metrics that are supportive of the B2 CFR. Moody's also notes that
the company's agreement to sell its interest in its Brazilian
trailer operations for approximately $195 million should fund
further debt reductions and improvement in credit metrics.

Meritor's liquidity position is sound. This position is supported
by an undrawn $415 million revolving credit facility maturing in
2017 and by an undrawn accounts receivable securitization facility
that matures in 2015. The company also has approximately $117
million in cash and securities. Finally, Moody's expects that
Meritor will generate a modest level of free cash flow during the
coming twelve months.

Meritor has modest amounts of debt maturing during the next twelve
months. However, it does have approximately $213 million
outstanding under its various receivable factoring programs, some
of which must be renewed annually. Because of the need to renew a
majority of these facilities on an annual basis Moody's views the
$213 million in outstandings as short-term debt that could
represent a call on Meritor's liquidity. Nevertheless, the company
total liquidity sources of approximately $650 million provide
adequate coverage of potential liquidity requirements.

The stable rating outlook reflects the capacity of Meritor's
restructuring program, combined with a modest upturn in demand
during the second half of 2013, to keep the company on track for
generating credit metrics that are more solidly supportive of the
B2 rating into 2014.

Future events that have the potential to improve Meritor's ratings
include a recovery in end market demand, strengthening profit
margins, and resulting improvement in credit metrics. Metrics that
might support an improvement in the rating include: positive free
cash flow generation, EBIT/interest improving to above 2.0x, and
Debt/EBITDA approaching 4.5x.

Events that have the potential to drive Meritor's outlook or
ratings lower include prospects that demand will not improve in
late 2013 or that the company is unable to generate the
anticipated improvement in quarterly profit margins. The rating
could also be pressured if future warranty expenditures exceed the
company's expected ranges or if it is unable to sustain positive
free cash generation. Lower ratings could arise if EBIT/Interest
coverage is on track to remain below 1.5x (vs 1.1x at March 2013)
or debt/EBITDA is likely to remain above 5.25x (vs 8.1x at March
2013) for fiscal 2014.

The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology published in January
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.


MERITOR INC: S&P Assigns 'B-' Rating to $250MM Sr. Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue rating
and '5' recovery rating to Troy, Mich.-based commercial truck part
supplier Meritor Inc.'s proposed $250 million senior unsecured
notes due 2021.  The '5' recovery rating indicates S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  Meritor has indicated that it will use the net
proceeds from the proposed note offering to fund the amount of
8.125% notes due 2015 tendered under the company's outstanding
offer and for general corporate purposes, which may include
repayment of debt, acquisitions, investments, additions to working
capital, capital expenditures, and advances to or investments in
subsidiaries.

The 'B' corporate credit rating on Meritor reflects S&P's
assessment of the company's financial risk profile as "highly
leveraged" with debt to EBITDA of 7x and the business risk profile
as "weak" with exposure to the highly cyclical commercial-vehicle
markets.  Although the company has improved its operational
performance, S&P expects that demand will remain weak in most of
its end markets in 2013.

RATINGS LIST

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

Meritor Inc.
Senior Unsecured
  $250 mil sr unsecd notes due 2021                B-
   Recovery Rating                                 5


MFM INDUSTRIES: In Chapter 11 to Pursue Sale of Business
---------------------------------------------------------
Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc. sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28.

On May 2, 2013, a lawsuit against MFM Industries resulted in an
$809,540 judgment against Industries and on May 23, 2013, the
plaintiff in the lawsuit, Terex Financial Services, Inc., filed
restraining notices against the Debtors, effectively cutting off
the cash flow necessary to run Industries' business.

Around that same time, Palmer Resources, LLC, a junior secured
creditor of the Debtors, accelerated its alleged debt of
$5,238,000, based on a payment default of $34,000, which was less
than 30 days late.

While this was occurring, the Debtors were in the midst of a
marketing process for the sale of substantially all of the assets
of Industries and had received serious expressions of interest
from potential outside purchasers.  The Debtors believe that, in
light of the actions taken by Terex and Palmer, a chapter 11
filing is necessary to preserve the going concern value of the
business in order to maximize the sale thereof for the benefit of
all stakeholders.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.  Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the company in 1997.

                 Less Than $10-Mil. in Debt

The petition shows debt for less than $10 million with assets
exceeding $10 million.  Prepetition, the Debtors used two primary
sources of financing: (a) a receivables factoring facility with
Bibby Financial Services (Midwest), Inc. with a maximum facility
amount of $3,000,000 secured by substantially all of the assets of
Industries; and (b) a revolving credit facility with Crossroads
Financial, LLC with a maximum facility amount of $500,000 (only
$175,000 in principal outstanding).

The $4.98 million owing to Palmer was on account of promissory
notes issued to Palmer following the 1997 acquisition.

                      First Day Motions

The Debtor on the Petition Date filed motions to, pay wages and
benefits owed to 77 employees, pay $151,000 of $695,000 owed to
shippers, pay $3,500 owed to warehousemen, and incur postpetition
financing from BFS aand Crossroads.  A hearing was slated for May
29.


MFM INDUSTRIES: Lenders to Continue Funding in Chapter 11
---------------------------------------------------------
Substantially all of MFM Industries' cash was frozen shortly
before the Petition Date as a result of actions taken by Terex
Financial Services Inc, which obtained a judgment against the
Debtors for approximately $810,000 based on an alleged breach of
equipment leases.

The Debtors immediately turned to their exiting lenders: Bibby
Financial Services (Midwest), Inc and Crossroads Financial, LLC,
to continue funding for the Debtors.  In light of the Terex
enforcement actions, the only practical and immediate way for them
to continue to do so was through debtor in possession financing
approved by the Court.

Prepetition, the Debtors used two primary sources of financing:
(a) a receivables factoring facility with BFS with a maximum
facility amount of $3,000,000 secured by substantially all of the
assets of Industries; and (b) a revolving credit facility with
Crossroads with a maximum facility amount of $500,000 (only
$175,000 in principal outstanding as of the Petition Date).

Postpetition, BFS has agreed to continue to provide financing
pursuant to the receivables factoring facility by entering into an
agreement, which among other things, ratifies and amends their
master purchase and sale agreement dated Nov. 14, 2011.  The
Debtors also expect Crossroads to continue providing financing.

Accordingly, the Debtors seek authority from the Bankruptcy Court
to maintain their current financing arrangements with BFS and
Crossroads.

The Debtors also seek approval to use cash collateral.  BFS,
Crossroads, and junior lender Palmer Resources, LLC, and possibly
Terex may assert a security interest in certain cash collateral.
As adequate protection, the prepetition lenders will receive
perfected postpetition security interests and liens on the
collateral.  There will be carve-out for U.S. Trustee fees and up
to $150,000 for professional fees.

A copy of the DIP financing motion is available for free at:
http://bankrupt.com/misc/MFM_DIP_Financing_Motion.pdf

                    About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc. sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the company in 1997.

The Rosner Law Group LLC serves as counsel to the Debtor.


MIDTOWN SCOUTS: Has Court OK to Hire Hoover Slovacek as Counsel
---------------------------------------------------------------
Midtown Scouts Square Property, LP, and Midtown Scouts Square,
LLC, obtained permission from the U.S. Bankruptcy Court for the
Southern District of Texas to employ Edward L. Rothberg and Hoover
Slovacek LLP as counsel.

As reported by the Troubled Company Reporter on May 29, 2013, the
Debtors sought to retain HSLLP to provide the Debtors with legal
advice and services with respect to the cases, the Debtors' powers
and duties as debtors in possession, and the continued operation
of the Debtors' business and management of the Debtors' property.

                    About Midtown Scouts Square

Midtown Scouts Square Property, LP, and affiliate Midtown Scouts
Square, LLC, own two commercial properties located in Midtown
Houston, Texas.  The first property is a mixed use 36,000
squarefoot two-story office/restaurant building originally
constructed in 1975, while the second property is a 104,000 square
foot eightstory parking garage with ground floor retail space,
both in Bagby Street, in Houston.

The two entities sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 13-32920) on May 9, 2013.  The petitions were signed
by Erich Mundinger as president of general partner.  Judge Karen
K. Brown presides over the case.  MSS Property estimated assets
and debts of at least $10 million.


MILAGRO OIL: Has Private Exchange Offer and Consent Solicitation
----------------------------------------------------------------
Milagro Oil & Gas, Inc., Vanquish Energy, LLC, and Vanquish
Finance, Inc., have commenced a private exchange offer to exchange
any and all of Milagro's outstanding 10.500 percent Senior Secured
Second Lien Notes due 2016 issued under the Indenture dated as of
May 11, 2010, among Milagro, the guarantors party thereto and
Wells Fargo Bank, N.A., as Trustee, for either:

   (i) Class A Units of Vanquish and 10.500 percent Senior Secured
       Second Lien Notes due 2017 of the Issuers; or

  (ii) cash for up to a maximum of $65.0 million aggregate
       principal amount of the Old Notes, all on the terms and
       subject to the conditions as set forth in a confidential
       offering circular and consent solicitation statement.

In connection with the Exchange Offer, Milagro is soliciting
consents from holders of the Existing Notes to certain proposed
amendments to the Indenture.

Eligible holders who tender their Old Notes and deliver their
Consents by 5:00 P.M., New York City time, on May 31, 2013, unless
extended by Milagro, will receive additional consideration if
their Old Notes are accepted for payment.

The New Notes will have substantially the same terms as the Old
Notes, with the exception of certain modifications.  The New Notes
will be fully and unconditionally guaranteed by each of Newco's
existing and future material U.S. restricted subsidiaries.  The
New Notes are not and will not be, however, guaranteed by Newco's
foreign subsidiaries or the Company's unrestricted subsidiaries.
The coupon on the New Notes will be 10.500 percent per annum,
payable 50 percent in cash and 50 percent by increasing the
aggregate principal amount of the outstanding notes or by issuing
additional New Notes.

The Exchange Offer is conditioned on a minimum principal amount of
at least $237.5 million of the outstanding principal amount of the
Old Notes being tendered and also on the receipt of the requisite
Consents to the proposed amendments with respect to all series of
Old Notes.  The Exchange Offers are subject to certain other
conditions.  In addition, Milagro has the right to terminate or
withdraw the Exchange Offer at any time and for any reason,
including if any of the conditions described in the Offering
Circular are not satisfied.

Holders of approximately 66.5 percent of the Old Notes have agreed
to tender into the Exchange Offer, subject to certain terms and
conditions.

The Exchange Offer will expire at midnight, New York City time, on
June 14, 2013, unless any of them is extended.

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

                        http://is.gd/lq87N7

                         About Milagro Oil

Milagro Oil & Gas, Inc., is an independent energy company based in
Houston, Texas that is engaged in the acquisition, development,
exploitation, and production of oil and natural gas.  The
Company's historic geographic focus has been along the onshore
Gulf Coast area, primarily in Texas, Louisiana, and Mississippi.
The Company operates a significant portfolio of oil and natural
gas producing properties and mineral interests in this region and
has expanded its footprint through the acquisition and development
of additional producing or prospective properties in North Texas
and Western Oklahoma.

Milagro Oil disclosed a net loss of $33.39 million in 2012, a net
loss of $23.57 million in 2011 and a net loss of $70.58 million in
2010.  The Company's balance sheet at Dec. 31, 2012, showed
$480.76 million in total assets, $437.86 million in total
liabilities, $235.69 million in redeemable series A preferred
stock, and a $192.80 million total stockholders' deficit.

Deloitte & Touche LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company is not in compliance with certain covenants of its 2011
Credit Facility, and all of the Company's debt is classified
within current liabilities as of Dec. 31, 2012.  The Company's
violation of its debt covenants, combined with its financing needs
and negative working capital position, raise substantial doubt
about its ability to continue as a going concern.

                           *    *     *

As reported by the TCR on April 22, 2013, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Houston-based Milagro Oil & Gas Inc. to 'CCC-' from 'CCC'.
"The downgrade reflects the company's persistently high leverage
and ongoing liquidity concerns due to a dwindling borrowing base,"
said Standard & Poor's credit analyst Christine Besset.


MOMENTIVE PERFORMANCE: Amends License Agreement with GE Monogram
----------------------------------------------------------------
Momentive Performance Materials Inc. entered into an amendment to
the Trademark License Agreement, dated as of Dec. 3, 2006, by and
between GE Monogram Licensing International and MPM, as assignee
of Momentive Performance Material Holdings Inc., MPM's direct
parent company, to, among other things, revise the royalty payable
to GE Monogram Licensing International and provide for an option
to extend such agreement for an additional five-year period
through 2023.

On May 16, 2013, the Board of Directors of MPM increased the size
of MPM's board from five members to seven members, in accordance
with MPM's by-laws, and Julian Markby and Lee C. Stewart were
elected directors.  Messrs. Markby and Stewart have been appointed
to MPM's Audit and Conflicts Committees.  The new directors will
receive the same compensation as is currently paid to other non-
employee directors, which is described in the discussion of
Director Compensation in Item 11 of MPM's Annual Report on Form
10-K for the year ended Dec. 31, 2012.

On May 17, 2013, a subsidiary of MPM entered into a new purchase
and sale agreement with Asia Silicones Monomer Limited in
connection with the sale by an affiliate of the General Electric
Company of its equity interests in ASM.  The new PSA will provide
MPM with a long-term supply of siloxane through 2026 and the
option to extend such agreement through 2036.  The PSA replaced
and superseded (i) an off-take agreement with ASM, pursuant to
which MPM sourced a portion of its siloxane, and (ii) a long-term
supply agreement, pursuant to which GE and its affiliate ensured
that MPM was provided with a minimum annual supply of siloxane
from ASM or an alternative source in certain circumstances through
December 2026.  In connection with the foregoing transactions, MPM
received a one-time payment of approximately $101.8 million from
GE.

                    About Momentive Performance

Momentive Performance Materials, Inc., produces silicones and
silicone derivatives, and develops and manufactures products
derived from quartz and specialty ceramics.  As of Dec. 31, 2008,
the Company had 25 production sites located worldwide, which
allows it to produce the majority of its products locally in the
Americas, Europe and Asia.  Momentive's customers include
companies in industries, such as Procter & Gamble, 3M, Goodyear,
Unilever, Saint Gobain, Motorola, L'Oreal, BASF, The Home Depot
and Lowe's.

Momentive Performance disclosed a net loss of $365 million on
$2.35 billion of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $140 million on $2.63 billion of net
sales in 2011.  The Company's balance sheet at March 31, 2013,
showed $2.87 billion in total assets, $4.12 billion in total
liabilities and a $1.25 billion total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


MORGANS HOTEL: Yucaipa Representative Attends Annual Meeting
------------------------------------------------------------
Robert P. Bermingham, general counsel of The Yucaipa Companies,
sent a letter by e-mail to Michael Gross, chief executive officer
of Morgans Hotel Group Co., indicating the Investors' willingness
for their representative, Ronald Burkle, to participate in the
Company's board meeting held on May 17.  The Investor also
expressed their willingness to enter into a transaction with
Morgans Hotel on the condition that the Company offer OTK
Associates, LLC, the option to join with the Investors to provide
a portion of the full backstop for the Company's proposed rights
offering.

In addition, the Investors asked the Company to reflect in its
materials for the annual meeting the proposal made to the Company
to acquire all of its outstanding common stock for $7.50 per share
in cash.

Morgans Hotel has signed agreements with Yucaipa to cancel
Yucaipa's interests in the Company's convertible notes, preferred
stock and stock warrants in exchange for the Company's ownership
interests in Delano South Beach and The Light Group.  In addition,
the agreements provide that the Company will launch a $100 million
rights offering available to all Morgans' shareholders, which
Yucaipa will backstop at no-fee should the rights not be exercised
in full.

In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Ronald W. Burkle and his affiliates disclosed
that, as of May 16, 2013, they beneficially owned 12,522,367
shares of common stock of Morgans Hotel Group Co. representing
27.9 percent of the shares outstanding.

A copy of the regulatory filing is available for free at:

                        http://is.gd/GCDqew

                  Clarification on Investor Filing

Morgans Hotel provided on May 17 clarification regarding
statements made in a filing submitted by The Yucaipa Companies.
The reference in the Yucaipa filing was to a letter received in
November 2012 from a large international hotel company proposing
to acquire all of the Company's outstanding common stock for $7.50
per share in cash.  The letter said the proposal was based on
publicly available information and would be subject to
confirmatory due diligence.  The Company's Board of Directors
discussed this proposal and concluded that the price was not
sufficiently attractive to commence formal negotiations in light
of the views expressed to the Company's special transaction
committee by its independent financial advisor regarding the
prospects for growth in its stock price over the next several
years if the Company is successful in securing additional
management contracts through implementation of its strategic plan.
The Company's Board responded that it was not interested at the
proposed price, but that it might entertain a proposal at a
significantly higher price.  A similar proposal was received by
the Company from the same party at the same price in February 2013
and the Company's position on the proposal was unchanged.

The Company said that the foregoing information will be included
in its 2013 proxy statement when it is filed with the SEC.

                     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.


MPG OFFICE: Waiver and First Amendment to Merger Agreement
----------------------------------------------------------
MPG Office Trust, Inc., MPG Office, L.P., Brookfield DTLA Holdings
LLC, Brookfield DTLA Fund Office Trust Investor Inc., Brookfield
DTLA Fund Office Trust Inc., and Brookfield DTLA Fund Properties
LLC, entered into a Waiver and First Amendment to Agreement and
Plan of Merger to the Agreement and Plan of Merger, dated as of
April 24, 2013, which provides for the merger of the Company with
and into REIT Merger Sub, with REIT Merger Sub surviving the REIT
Merger, and a merger of Partnership Merger Sub with and into the
Partnership, with the Partnership surviving the Partnership
Merger.

The Merger Agreement provides that, if more than 66.6 percent of
the shares of 7.625 percent Series A Cumulative Redeemable
Preferred Stock, par value $0.01 per share, of the Company
outstanding on the date of the Merger Agreement are tendered in
the Tender Offer, then Parent has the right, subject to applicable
law and compliance with the Company's charter, to cash out any
non-tendering Company Preferred Shares in the REIT Merger at the
Offer Price.

Pursuant to the Waiver and Amendment, Parent has irrevocably
waived its right to cash out non-tendered Company Preferred
Shares.  Accordingly, all Company Preferred Shares that are not
validly tendered and accepted for payment in the Tender Offer will
be converted into shares of 7.625 percent Series A Cumulative
Redeemable Preferred Stock, par value $0.01 per share, of Sub
REIT.

The Waiver and Amendment also permits Parent to make amendments to
the limited partnership agreement of the Partnership in order to
effectuate the provisions of the Merger Agreement relating to the
potential investment in the Partnership by DTLA Fund Holding Co.,
the conversion of general partner common units of the Partnership
into general partner common units of the Surviving Partnership,
and the conversion of limited partner common units held by any
subsidiary of the Company into Series B Partnership general
partner units.

The Waiver and Amendment also clarifies that the Tender Offer
Purchaser will not consummate the Tender Offer except immediately
prior to the effective time of the REIT Merger unless both the
Company and the Tender Offer Purchaser agree in writing.

In addition, the Waiver and Amendment reflects certain changes
relating to a registration statement on Form S-4 that Sub REIT
will file with the Securities and Exchange Commission in
connection with the potential issuance of Sub REIT Preferred
Shares to the holders of Company Preferred Shares.  The Waiver and
Amendment clarifies that, in the absence of an SEC stop order that
is then in effect, the effectiveness of the Form S-4 is not a
condition to the Brookfield Parties' obligations to consummate the
Mergers or the other transactions contemplated by the Merger
Agreement.  However, if all the conditions to the obligations of
the Brookfield Parties to consummate the Mergers and the other
transactions contemplated by the Merger Agreement have been
satisfied but either (i) the Form S-4 has not become effective or
(ii) the SEC has issued a stop order that is in effect,

A copy of the Waiver and First Amendment to Agreement and Plan of
Merger is available for free at http://is.gd/3ulpkZ

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  The
Company's balance sheet at March 31, 2013, showed $1.45 billion in
total assets, $1.98 billion in total liabilities, and a $530.56
million total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities. If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders. While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks. In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency."


NAMCO LLC: Governmental Claims Bar Date on Sept. 20
---------------------------------------------------
Persons and entities except governmental units, holding or who
want to assert a claim arising prior to the Petition Date against
NAMCO, LLC, must submit a proof of claim in writing to Epiq
Bankruptcy Solutions, LLC, by 5:00 p.m. (prevailing Eastern Time),
30 days after the service date of the notice of the bar date.

Proofs of claim can be sent to:

If by first-class mail:

      Namco, LLC, Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      FDR Station, P.O. Box 5283
      New York, NY 10150-5283

If by hand delivery or overnight mail:

      Namco, LLC, Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      757 Third Avenue, 3rd Floor
      New York, NY 10017

Governmental units holding claims against the Debtor that arose or
are deemed to have arisen prior to the Petition Date are required
to file proofs of claim by Sept. 20, 2013, at 5:00 p.m.
(prevailing Eastern Time).

                           About Namco

Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co.  It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington.  Judge Peter J. Walsh presides over the case.

Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel.  Olshan Frome & Wolosky, LLP, is the Debtor'
general bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.  Clear Thinking Group,
LLC, serves as the Debtor's restructuring agent.

In its Petition, the Debtor estimated its assets and debts at
between $10 million to $50 million each.  The Petition was signed
by Lee Diercks, chief restructuring officer.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors.

The reorganization of the Debtor is being financed with a
$16 million loan provided by Salus Capital Partners LLC, owed
$9.3 million on a prepetition revolving credit.


NAMCO LLC: Has Court's Nod to Designate Lee Diercks as CRO
----------------------------------------------------------
Namco, LLC, sought and obtained permission from the Hon. Peter J.
Walsh of the U.S. Bankruptcy Court for the District of Delaware to
employ Clear Thinking Group, LLC, to provide the Debtor with
financial restructuring services and to designate Lee Diercks as
Chief Restructuring Officer for the Debtor nunc pro tunc to
March 22, 2013.

Clear Thinking and Mr. Diercks will, among other things:

      a. assume the role of Chief Restructuring Officer to the
         Debtor and pending other staffing for the Debtor as the
         Debtor's board of managers may from time to time
         determine to be necessary and appropriate.  In performing
         these services, Mr. Diercks will report to and take
         direction from the Board;

      b. assist the Debtor's management in the development of the
         Debtor's restructuring options, including the
         restructuring of its balance sheet and determination of
         its continuing operations, determination of the Debtor's
         cash requirements related thereto, and implantation of
         restructuring;

      c. assist the Board and management with the bankruptcy
         process to minimize costs associated with that process,
         facilitate the Debtor's communication with parties-in-
         interest, assist with creditor negotiations, assist in
         the development and negotiation of a Plan of
         Reorganization and provide guidance as to compliance with
         allrequirements of the Court and assist in other matters
         as the Board, management or counsel to the Debtor may
         request from time to time and determination of the
         Debtor's cash requirements related thereto;

      d. review of the Debtor's operations, including evaluating
         its working capital management and requirements,
         operating processes and overhead structure as necessary
         to ensure the adequacy and coverage of post-petition cash
         requirements, and other authorized post-petition
         payments; and

      e. oversee any process for the sale of all or substantially
         all of the Debtor's assets and the resolution of claims
         asserted against the Debtor.

Clear Thinking will be paid at these hourly rates:

         Partner                    $350
         Managing Director          $250
         Manger                     $225
         Senior Consultant          $150

To the best of the Debtor's knowledge, Clear Thinking is a
disinterested person within the meaning of Sec. 101(14) of the
Bankruptcy Code.

Clear Thinking can be reached at:

         Clear Thinking Group LLC
         401 Towne Centre Drive
         Hillsborough, NJ 08844
         Tel: (908) 431-2121
         Fax: (908) 359-5940
         E-mail: info@clearthinkinggroup.com
         Lee Diercks
         E-mail: ldiercks@clearthinkinggrp.com

                           About Namco

Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co.  It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington.  Judge Peter J. Walsh presides over the case.

Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel.  Olshan Frome & Wolosky, LLP, is the Debtor'
general bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.

In its Petition, the Debtor estimated its assets and debts at
between $10 million to $50 million each.  The Petition was signed
by Lee Diercks, chief restructuring officer.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors.

The reorganization of the Debtor is being financed with a
$16 million loan provided by Salus Capital Partners LLC, owed
$9.3 million on a prepetition revolving credit.


NAMCO LLC: Has OK to Hire Epiq as Administrative Advisor
--------------------------------------------------------
Namco, LLC, sought and obtained permission from the Hon. Peter J.
Walsh of the U.S. Bankruptcy Court for the District of Delaware to
employ Epiq Bankruptcy Solutions, LLC, as administrative advisor,
nunc pro tunc to the Petition Date.

Epiq will, among other things:

      a. assist with the solicitation, balloting and tabulation
         and calculation of votes, as well as prepare appropriate
         reports, as required in furtherance of confirmation of
         the plan of reorganization;

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

      c. generate, provide, and assist with claims objections,
         exhibits, claims reconciliation, and related matters;

      d. provide a confidential data room; and

      e. manage any distributions pursuant to a confirmed plan of
         reorganization.

Epiq will be paid at these hourlly rates:

         Clerical                           $30-$45
         Case Manager                       $60-$95
         IT/Programming                     $70-$135
         Senior Case Manager/Consultant    $100-$140
         Senior Consultant                 $160-$195

Jennifer M. Meyerowitz, Esq., Vice President, Senior Consultant
and Director of Business Development of Epiq, attested to the
Court that the firm is a disinterested person within the meaning
of Sec. 101(14) of the Bankruptcy Code.

                           About Namco

Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co.  It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington.  Judge Peter J. Walsh presides over the case.

Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel.  Olshan Frome & Wolosky, LLP, is the Debtor'
general bankruptcy counsel.  Clear Thinking Group, LLC, serves as
the Debtor's restructuring agent.

In its Petition, the Debtor estimated its assets and debts at
between $10 million to $50 million each.  The Petition was signed
by Lee Diercks, chief restructuring officer.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors.

The reorganization of the Debtor is being financed with a
$16 million loan provided by Salus Capital Partners LLC, owed
$9.3 million on a prepetition revolving credit.


NAMCO LLC: Can Hire GA Keen as Special Real Estate Advisor
----------------------------------------------------------
Namco, LLC, sought and obtained permission from the Hon. Peter J.
Walsh of the U.S. Bankruptcy Court for the District of Delaware to
employ GA Keen Realty Advisors, LLC, as special real estate
advisor, with respect to 23 of its core retail store locations in
the Northeast in its negotiation of lease modification agreements
for properties at its Core Store locations that the Debtor wants
to use in its ongoing business operations.

GA Keen will:

      a. organize the lease information for each of its properties
         at Renegotiation Property in a manner that clearly
         displays the store and lease economics, GA Keen and the
         Debtor will jointly establish negotiating goals and
         parameters, like rent reductions, lease term
         modifications, and other leasehold concessions;

      b. contact the landlord for each Renegotiation Property and
         seek to negotiate with the landlord for modifications in
         accordance with the parameters established by the Debtor;
         and

      c. work with the landlords, the Debtor, and the Debtor's
         counsel to document lease modification proposals.

GA Keen will be paid an earned, non-refundable engagement fee of
$25,000, payable immediately upon entry of a court order approving
its retention.  Within three business days of the Debtor's
assmption of a lease on any Renegotiation Property, GA Keen will
have earned and will be paid, on a per Property basis, the greater
of $5,000 or 5% of savings.  If the modification agreement creates
non-monetary value but doesn't generate savings, then GA Keen will
have earned and will be paid, on per Property basis, the base fee.
The calculation of GA Keen's fees includes both (i) prepetition
amounts waived by the landlord and (ii) future savings stated in
the retention agreement.

To the best of the Debtor's knowledge, GA Keen is a disinterested
person within the meaning of Sec. 101(14) of the Bankruptcy Code.

                           About Namco

Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co.  It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington.  Judge Peter J. Walsh presides over the case.

Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel.  Olshan Frome & Wolosky, LLP, is the Debtor'
general bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.  Clear Thinking Group,
LLC, serves as the Debtor's restructuring agent.

In its Petition, the Debtor estimated its assets and debts at
between $10 million to $50 million each.  The Petition was signed
by Lee Diercks, chief restructuring officer.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors.

The reorganization of the Debtor is being financed with a
$16 million loan provided by Salus Capital Partners LLC, owed
$9.3 million on a prepetition revolving credit.


NAMCO LLC: Court OKs Gavin/Solmonese as Committee Fin'l Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of the estate of N
Namco, LLC, sought and obtained authorization from the Hon. Peter
J. Walsh of the U.S. Bankruptcy Court for the District of Delaware
to employ Gavin/Solmonese LLC as financial advisor to the
Committee, nunc pro tunc to April 8, 2013.

Gavin will, among other things:

      a) review and analyze the business, management, operations,
         properties, financial condition and prospects of the
         Debtor;

      b) review and analyze historical financial performance, and
         transactions between and among the Debtor, its creditors,
         affiliates and other entities;

      c) review the assumptions underlying the business plans and
         cash flow projections for the assets involved in any
         potential asset sale or plan of reorganization; and

      d) determine the reasonableness of the projected performance
         of the Debtor, both historically and future.

Gavin will be paid at these hourly rates:

         Edward T. Gavin, CTP          $600
         Wayne P. Weitz                $475

From time to time, other Gavin professionals may be involved in
these cases as needed.  Hourly rates for these professionals range
from $250 to $650.

To the best of the Debtor's knowledge, Gavin is a disinterested
person within the meaning of Sec. 101(14) of the Bankruptcy Code.

                           About Namco

Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co.  It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington.  Judge Peter J. Walsh presides over the case.

Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel.  Olshan Frome & Wolosky, LLP, is the Debtor'
general bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.  Clear Thinking Group,
LLC, serves as the Debtor's restructuring agent.

In its Petition, the Debtor estimated its assets and debts at
between $10 million to $50 million each.  The Petition was signed
by Lee Diercks, chief restructuring officer.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors.

The reorganization of the Debtor is being financed with a
$16 million loan provided by Salus Capital Partners LLC, owed
$9.3 million on a prepetition revolving credit.


NATIVE WHOLESALE: Hiring Webster Szanyi as Special Counsel
----------------------------------------------------------
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
Native Wholesale Supply's request to employ Webster Szanyi LLP as
special counsel.

The Debtor is a defendant in a complaint filed by the State of New
York in the U.S. District Court for the Eastern District of New
York.  The Debtor has agreed to advance Webster Szanyi a $50,000
retainer for its work in connection with the New York Action.

To the best of the Debtor's knowledge, Webster Szanyi does not
have any connection with the Debtor, its creditors, or any party-
in-interest, or its respective attorneys.

                      About Native Wholesale

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


NATIVE WHOLESALE: June 3 Hearing on UST Bid to Convert Case
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
continued until June 3, 2013, at 10 a.m., the hearing to consider
the U.S. Trustee's motion to convert the Chapter 11 case of Native
Wholesale Supply to one under Chapter 7 of the Bankruptcy Code.

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


NORTEL NETWORKS: ASC Issues Cease Trade Order on Securities
-----------------------------------------------------------
Nortel Networks Corporation and Nortel Networks Limited on
May 29 disclosed that they have received notice from the Alberta
Securities Commission that the ASC has issued a cease trade order,
dated May 13, 2013, in respect of the securities of NNC and NNL
for their failure to file certain periodic disclosure documents.

The CTO prohibits trading and purchasing of any securities of NNC
or NNL, effective as of May 13, 2013, other than (i) trades or
purchases for nominal consideration for the purposes of permitting
a security holder to crystallize a tax loss (a "tax loss trade");
or (ii) trades or purchases of notes of either NNC or NNL to or by
an entity that qualifies as an "accredited investor" as that term
is defined under applicable Canadian securities laws (an
"accredited investor trade").  The aforementioned exceptions are
subject to the further qualifications that: (1) in the case of a
tax loss trade, a copy of the CTO is provided to the purchaser and
the seller receives a written acknowledgement from the purchaser
that the securities acquired remain subject to the CTO; and (2) in
the case of an accredited investor trade in notes of NNC or NNL,
the purchaser will be deemed (by reason of the issuance of this
news release and the posting of the CTO on the Restructuring
Document Centre website of Ernst & Young Inc., as monitor of NNC
and NNL in their Canadian creditor protection proceedings, at
http://documentcentre.eycan.com/Pages/Main.aspx?SID=89&redirect=1)
to have received notification of the terms of the CTO and deemed
to have acknowledged to the seller that the notes acquired remain
subject to the CTO.  The full text of the CTO accompanies this
news release marked as Annex A.

                      About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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


OCALA FUNDING: Reorganization Tentatively Confirmed
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ocala Funding LLC, a subsidiary of previously
bankrupt Taylor Bean & Whitaker Mortgage Corp., almost confirmed a
Chapter 11 plan last week.

According to the report, the U.S. Bankruptcy Court in
Jacksonville, Florida, signed an order last week making all of the
findings of fact and conclusions of law necessary for confirming
the plan.  The judge couldn't approve the plan outright because
two prerequisites hadn't been met.

The report relates that there hasn't been agreement as yet on the
terms governing the liquidating trust, and the trust's budget
isn't agreed.  The judge scheduled another hearing for June 14.
If the conditions by then have been satisfied, the judge said he
would sign a formal confirmation order.

Ocala filed a reorganization plan in February to implement an
agreement reached before bankruptcy with holders of almost all of
Ocala's $1.5 billion in secured and $800 million in unsecured
claims.  The plan creates a trust to prosecute lawsuits on behalf
of creditors with more than $2.5 billion in claims.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean to purchase
loans originated by TBW and selling the loans to third parties,
Freddie Mac.  In furtherance of this structure Ocala raised money
from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp.
and other financial institutions, as secured lenders through sales
of asset-backed commercial paper.  Ocala disclosed $1,747,749,787
in assets and $2,650,569,181 in liabilities as of the Chapter 11
filing.

Taylor Bean was forced to file for Chapter 11 relief (Bankr. M.D.
Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of
fraud by Taylor Bean's former CEO Lee Farkas and other employees.
Mr. Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

Ocala holds 252 mortgage loans with an unpaid balance of $42.3
million as of May 31, 2012.  The Debtor also holds five "real
estate owned" properties resulting from foreclosures.  The Debtor
also holds $22.4 million in proceeds of mortgage loans previously
owned by it that are on deposit in an account in the Debtor's name
at Regions Bank.  It also has an interest in $75 million in cash,
consisting of proceeds of mortgage loans previously owned by the
Debtor, that are in an account maintained by Bank of America, N.A.
as prepetition indenture trustee for the benefit of the
Noteholders.  The Debtor also holds a claim in the current amount
of $1.6 billion against the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over Ocala's case.  Proskauer Rose
LLP and Stichter, Riedel, Blain & Prosser, serve as Ocala's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OPTIMUMBANK HOLDINGS: To Effect a 1-for-4 Reverse Stock Split
-------------------------------------------------------------
OptimumBank Holdings, Inc.'s Board of Directors approved a 1-for-4
reverse split of its common stock to take effect on the close of
business on May 31, 2013.  At the effective time of the reverse
stock split, each four shares of OptimumBank Holdings common stock
outstanding will automatically convert into one share of common
stock.  Fractional shares resulting from the reverse stock split
will be rounded up to the next whole share.

As previously announced, the Corporation received notice from the
NASDAQ Stock Market on August, 2012, stating that the minimum bid
price of the Corporation's common stock was below $1.00 per share
for 30 consecutive business days and that the Corporation was
therefore not in compliance with NASDAQ listing rules.  The
reverse split is intended to enable the Corporation to gain
compliance with the NASDAQ listing rules and keep the
Corporation's common stock listed on NASDAQ.  After the effective
date, trading of the Corporation's common stock on the NASDAQ
Capital Market will continue, on a reverse split-adjusted basis,
with the opening of the markets on June 3, 2013.

The reverse split will reduce the Corporation's issued and
outstanding shares of common stock from 31,511,201 shares of
common stock to approximately 7,877,800 shares.  The reverse stock
split will not change the number of authorized shares of common
stock or preferred stock, or the relative voting power of the
Corporation's shareholders.  Because the number of authorized
shares will not be reduced, the number of authorized but unissued
shares of the Corporation's common stock will materially increase
and will be available for reissuance by the Corporation.  The
reverse stock split will affect all of the holders of the
Corporation's common stock uniformly.  The reverse stock split
will also affect the Corporation's outstanding stock options and
shares of common stock issued under the Corporation's Equity
Incentive Plan.  Under this plan, the number of shares of common
stock deliverable upon exercise or grant must be appropriately
adjusted and appropriate adjustments must be made to the purchase
price per share to reflect the Reverse Stock Split.  Shareholder
approval was received by vote at the annual meeting held on
April 30, 2013.

For the purpose of identifying a recent reverse stock split, the
Corporation's trading symbol will be temporarily changed from
"OPHC" to "OPHCD" for a period of 20 trading days beginning
May 31, 2013.  The Corporation's trading symbol is expected to
revert to OPHC on June 28, 2013.

Reducing the number of outstanding shares of the Company's common
stock through the reverse stock split is intended, absent other
factors, to increase the per share market price of our common
stock.  The Company's Board of Directors believes that increasing
the per share trading price of the Company's common stock will
result in the price being increased above, and remaining above,
the $1.00 bid price required by the NASDAQ listing rules. However,
other factors, such as the Company's financial results, market
conditions and the market perception of the Company's business may
adversely affect the market price of its common stock.  As a
result, there can be no assurance that the reverse stock split
will result in the intended benefits, that the market price of the
Company's common stock will increase following the reverse stock
split, that the market price of the Company's common stock will
not decrease in the future, or that the Company will otherwise be
able to comply with applicable listing requirements.  Moreover,
some investors may view the reverse stock split negatively since
it reduces the number of shares of common stock available in the
public market.

                    About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100% of OptimumBank,
a state (Florida)-chartered commercial bank.

Optimumbank Holdings disclosed a net loss of $4.69 million in
2012, as compared with a net loss of $3.74 million in 2011.
The Company's balance sheet at March 31, 2013, showed
$135.60 million in total assets, $130.87 million in total
liabilities and $4.73 million in total stockholders' equity.

                        Regulatory Matters

Effective April 16, 2010, the Bank consented to the issuance of a
Consent Order by the  Federal Deposit Insurance Corporation and
the the Florida Office of Financial Regulation, also effective as
of April 16, 2010.

The Consent Order represents an agreement among the Bank, the FDIC
and the OFR as to areas of the Bank's operations that warrant
improvement and presents a plan for making those improvements.
The Consent Order imposes no fines or penalties on the Bank.  The
Consent Order will remain in effect and enforceable until it is
modified, terminated, suspended, or set aside by the FDIC and the
OFR.


ORECK CORP: BMC Group Approved as Claims and Notice Agent
---------------------------------------------------------
Oreck Corporation and its debtor-affiliates sought and obtained
Court approval to employ BMC Group, Inc., as their claims and
noticing agent.

BMC will undertake the tasks associated with noticing the myriad
of creditors of the Debtor and processing proofs of claim that may
be filed.

The Debtors said that the large number of creditors (approximately
1,600) and other parties-in-interest would almost certainly impose
heavy administrative and other burdens upon the Court and the
Clerk's Office absent a claims agent.

BMC agrees to charge the Debtor at these rates:

  Case Management                       Average < $125 per hour
  ---------------
  Data Entry/Call Center/Admin. Support         $25/$45 per hour
  Analysts                                      $55 per hour
  Consultants                                  $125 per hour
  Project Managers                             $175 per hour
  Principal/Directors                          $205 per hour

  Claims Management
  -----------------
  Claim Receipt, Process & Docketing           $250 per claim
  b-Linx Database and Systems Access           $0.085 per month
  Detailed Claim Analysis and Reconciliation   At Case Mgt. Rates

  Print Mail and Noticing Services
  --------------------------------
  Copy/Print                                   $0.08 per page
  Finishing                                    $0.13 per standard

  Document Information Management
  -------------------------------
  Document Imaging                             $0.12 per iage
  Live Operator Call Center                    $45 per hour

Before the bankruptcy filing, BMC was paid a $20,000 retainer.

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case NO. 13-04006) in
Nashville, Tennessee on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.
Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.   The Debtor estimated at least $10 million
in assets and liabilities as of the Chapter 11 filing.

Bradley Arant Boult Cummings LLP serves as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.


ORECK CORP: Responses Due Today on Attorney, Advisor Hirings
------------------------------------------------------------
Oreck Corporation and its debtor-affiliates filed applications to
employ Bradley Arant Boult Cummings LLP as counsel, Camille Fowler
as accounting consultants, and DVL Public Relations and
Advertising as public relations consultant.

The deadline to file responses and objections to the applications
is today, May 30, 2013.  A hearing will be held on the
applications June 18, 2013 at 9:00 a.m. if a timely response is
filed.

The Debtors propose to pay Bradley for the services of its
attorneys and paralegals according to its standard hourly rates.
Bradley bankruptcy partner, William L. Norton, Esq., will be the
Debtor's main contact and will charge at $485 per hour.  Other
attorneys likely to spend significant time in the case are Alex
Dugan ($245 per hour) on bankruptcy matters, Thor Urness ($460) on
litigation matters, John Myers ($400) on finance matters and John
Titus ($540) and Jeff Bushman ($395) on the sale of assets.  The
rates for other members of the firm are $300 to $565.  Immediately
before the bankruptcy filing, Bradley was paid $159,000 to bring
its outstanding balance for fees current.

Ms. Fowler will, among other things, prepare bankruptcy schedules
and operating reports postpetition.  She was providing the Debtors
accounting services immediately before the bankruptcy filing and
is already familiar with the business.  The current rate for the
services of Ms. Fowler is $150 per hour plus reimbursement of out-
of-pocket expenses.  She was paid $13,500 promptly before the
bankruptcy filing to bring her outstanding balance for fees
current.

DVL provided public relations services to the Debtors and will
continue providing the same services during the Chapter 11 case.
The current rate for the services of John Van Mol, the partner who
will be the Debtors' main contact, is $295 per hour.  The rate for
other members in the firm ranges from $125 to $205.  Before the
bankruptcy filing, DVL was paid a retainer of $15,000 to bring any
outstanding balance for fees and expenses current.

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.
Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.   The Debtor estimated at least $10 million
in assets and liabilities as of the Chapter 11 filing.

Bradley Arant Boult Cummings LLP serves as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.


ORECK CORP: Has Finance Agreement With AFCO
-------------------------------------------
Oreck Corporation and its debtor-affiliates ask the Court for
authorization to enter into a postpetition finance agreement with
AFCO Premium Credit LLC.

Prepetition, the Debtor entered into a Commercial Premium Finance
Agreement dated Feb. 25, 2013, with AFCO to finance certain of the
Debtors' insurance policies.  The Debtor is obligated to make
monthly payments of $85,380, $11,900 and $9,670 for three groups
of policies.  All amounts accrued interest at the annual fixed
rate of 3%.  The policies are due to expire July 1, 2013, July 25,
2015, and Dec. 31, 2013, respectively.

The Debtor intends to continue the financing with AFCO under the
terms of the finance agreements.

Responses are due May 30.  A hearing will be held June 18 if a
response is timely filed.

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.
Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.   The Debtor estimated at least $10 million
in assets and liabilities as of the Chapter 11 filing.

Bradley Arant Boult Cummings LLP serves as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.


ORECK CORP: Bankruptcy Judge Sets July Auction for Firm
-------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports a
Tennessee bankruptcy judge approved executives at Oreck Corp. to
sell its 250-worker factory and network of retail stores at a July
8 auction -- when family members of founder David Oreck hope to
purchase back the business.

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case NO. 13-04006) in
Nashville, Tennessee on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.
Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.

Bradley Arant Boult Cummings LLP serves as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.


PACIFIC FORD: Case Summary & 4 Unsecured Creditors
--------------------------------------------------
Debtor: Pacific Ford, Inc.
        3600 Cherry Avenue
        Long Beach, CA 90807

Bankruptcy Case No.: 13-23811

Chapter 11 Petition Date: May 24, 2013

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

Debtor's Counsel: Rodger M Landau, Esq.
                  LANDAU GOTTFRIED & BERGER LLP
                  1801 Century Park E Ste 700
                  Los Angeles, CA 90067
                  Tel: (310) 557-0050
                  Fax: (310) 557-0056
                  E-mail: rlandau@lgbfirm.com

Scheduled Assets: $27,198

Scheduled Liabilities: $8,148,888

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/cacb13-23811.pdf

The petition was signed by David J. Liston, chief reorganization
officer.


PACIFIC GOLD: Magna Group Held 7.2% Equity Stake at May 9
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Magna Group LLC disclosed that, as of May 9, 2013, it
beneficially owned 148,000,000 shares of common stock of Pacific
Gold Corp. representing 7.2784 percent of the shares outstanding.
A copy of the filing is available at http://is.gd/Bv85kc

                        About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

Pacific Gold diclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $1.45 million in total
assets, $15.06 million in total liabilities and a $13.61 million
total stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


PATRIOT COAL: Has Green Light to Slash Miners, Retirees Benefits
----------------------------------------------------------------
U.S. Bankruptcy Judge Kathy A Surratt-States in St. Louis,
Missouri, approved Wednesday the motion of Patriot Coal
Corporation, et al., to slash the pay and benefits of thousands of
miners, retirees and dependents.

The judge authorized the Debtors to reject and to modify the
collective bargaining agreements and to modify the retiree
benefits pursuant to 11 U.S.C. Sections 1113 and 1114 of the
Bankruptcy Code, thus allowing Patriot to make essential changes
to its CBAs with the United Mine Workers of America, including to
benefits for certain UMWA-represented retirees.

The court also addressed Patriot's request to modify its agreement
with Peabody Energy regarding retiree benefits.  Peabody said that
the court, in its order, fully agreed with Peabody's contractual
position.  Peabody will continue to meet its obligations, as
affirmed by the May 29 rulings.

"This ruling represents a major step forward for Patriot, allowing
our company to achieve savings that are critical to our
reorganization and the preservation of more than 4,000 jobs,"
stated Patriot President and Chief Executive Officer Bennett K.
Hatfield.  "The savings contemplated by this ruling, together with
other cost reductions implemented across our company, will put
Patriot on course to becoming a viable business."

"For the coming days, we plan to continue operating in the normal
course under our current UMWA contracts.  Patriot management will
continue diligent negotiations with the UMWA leadership to address
their concerns about our court-approved proposals," continued
Hatfield.  "While the Court has given Patriot the authority to
impose these critical changes to the collective bargaining
agreements, and our financial needs mandate implementation by July
1, we continue to believe that a consensual resolution is the best
possible outcome for all parties."

The ruling would permit Patriot to adjust wages, benefits and work
rules for union employees to a level consistent with the regional
labor market.

The Court also authorized Patriot to modify payments for UMWA-
related retiree healthcare liabilities.  The Company intends to
transition certain UMWA-related healthcare obligations to a
Voluntary Employee Beneficiary Association (VEBA) trust.  Funding
for the VEBA would consist of: (i) a 35% ownership stake in the
reorganized company that could be monetized for substantial value,
(ii) profit sharing contributions up to a maximum of $300 million,
(iii) a royalty contribution for every ton produced at all
existing mining complexes, and (iv) a portion of future recoveries
from certain litigation.  Patriot's obligations to Coal Industry
Retiree Health Benefit Act of 1992 (Coal Act) and Black Lung
beneficiaries would not be affected by these modifications.

On April 10, 2013, the Debtors provided the Fourth 1113 Proposal
and the Fifth 1114 Proposal, and on April 23, 2013, the Debtors
provided the Fifth 1113 Proposal.

                      The Fifth 1113 Proposal

At the outset, the Court notes that the Fifth 1113 Proposal is
essentially the same as the Fourth 1113 Proposal, with the caveat
that certain actions will not take place on the condition of
actions by the UMWA Funds and the UMWA taking place.

While the specific terms of each modification varies, the Fourth
1113 Proposal proposed that modification of the CBAs become
effective June 1, 2013, two months later than originally proposed.

Second, to avoid an unsecured claim for the 1974 Pension Plan in a
gross amount that would be dilutive to the unsecured claims pool,
the Debtors promised to commit to a payment stream that was
acceptable to both Debtors and the 1974 Pension Plan or that
otherwise conformed to federal law.

Third, the Fourth 1113 Proposal seeks to generally reduce wages
and benefits to levels that Debtors provide to non-union
employees.  These wage and benefit reductions include, among other
things: adjustments to both wage increases and wage rates whereby
certain 2013 and future scheduled wage increases will be
eliminated or reduced; adjustments to overtime, double time,
triple time and premium pay; elimination of shift differential
payments; reduction of Debtors' pension contributions to levels
commensurate with Debtors' pension contributions made on behalf of
non-union employees; elimination of the 20-Year Service Payment
which is a bonus paid to employees with 20 years of mining
service; elimination of 2012 Retiree Bonus Account Plan
contributions; elimination of New Inexperienced Miner Payments;
contributions to a 401(k) Plan or Similar Plan equal to 6% of
gross hourly wages for each miner; reduction in the number of paid
holidays from 11 to 8 per year; reduction in the number of regular
vacation days, floating vacation days and graduated vacation days;
reduction of the number of sick days per year; changes to NBCWA
health care coverage from its current state where UMWA-represented
employees make no contributions to premiums, have no deductibles
and pay nothing for mail-order prescription drugs to a "90/10"
Plan - the same plan provided to Debtors' salaried and non-union
hourly employees - which includes co-payments, deductibles and
other forms of cost sharing; reduction of available extended
health care to laid-off UMWA-represented miners from the balance
of the lay-off month plus up to 12 months of continuing coverage
to 60 calendar days after a lay-off; elimination of 1993 Benefit
Plan contributions; modifications to work-rules which involves
increased flexibility during shift transitions and a more
stringent attendance policy; eliminate the requirement of a full-
time helper on continuous mining machines and roof bolters; permit
management to assign helpers at management's discretion and the
use of contractors when needed for certain work and provide that
UMWA-represented employees will receive wage increases if
similarly-situated non-union employees receive increases above the
UMWA wage level.

                     The Fifth 1114 Proposal

The Fifth Section 1114 Proposal provides that Debtors would cease
to provide retiree benefits to its retirees and instead would form
a UMWA Retiree Healthcare Trust ("Trust") which would be
structured as a Voluntary Employee Benefits Association ("VEBA").

A VEBA is a trust fund established under federal tax law for the
purpose of providing health care or other benefits to employees or
retirees, the primary advantage of which is that the investment
earnings on assets that accumulate in the VEBA are generally tax-
free.

The Trust would be established and administered by the UMWA Funds,
and all decisions regarding the use of the funds in the VEBA as
well as eligibility, administration, participation, program design
and benefit levels would be made by the UMWA Funds.

The Debtors propose to fund the VEBA with an initial capital
contribution of $15 million dollars.  Debtors would also provide
the UMWA with a direct 35% equity stake in the reorganized
Debtors, which could be monetized in whole or in part, as the
UMWA deems appropriate, the proceeds of which would be used to
fund the VEBA.

The Fifth Proposal also suggests that the VEBA will be created and
that Debtors would fund the retiree benefits through the VEBA as
of July 1, 2013.  The Debtors however would agree to extend the
transition date of the VEBA to Jan. 1, 2014, and thereby permit
the retirees to receive their current level of benefits until that
date if the UMWA consents to loan the funds necessary, to a
maximum amount of $21 million dollars (based on Debtors' estimate
that from July 1, 2013, through Jan. 1, 2014, the retiree benefits
will cost a total of $36 million dollars) to the Trust.  During
that time, the 35% equity stake could be monetized, the VEBA
established and decisions concerning the comprehensiveness of
benefits could be made.  The Debtors have offered to act as a
broker-of-sorts for the sale of the 35% equity and have introduced
at least one potential buyer to the UMWA.  After the sale of the
equity, the UMWA would be repaid for the up to $21 million loan
and the VEBA would potentially be funded with hundreds of millions
of dollars, depending on the share of the equity stake that the
UMWA decides to sell.  Additionally, the Fifth 1114 Proposal
proposes a profit sharing contribution from the Obligor Debtors,
in addition to royalty contributions for every ton of coal
produced at all existing Obligor Debtors' mining complexes, for
each ton mined above the projections in the October 2012 Business
Plan.  The Fifth 1114 Proposal further purports to create
a Litigation Trust to pursue claims or causes of action for or on
behalf of Debtors against at least Peabody, and the Litigation
Trust will be funded by a contribution of $2 million dollars to be
made upon the Debtors' emergence from bankruptcy.

The Court ordered that the Obligor Debtors are authorized to
reject their collective bargaining agreements pursuant to Section
1113 of the Bankruptcy Code and implement the terms of the Fifth
Section 1113 Proposal on June 1, 2013.

The Obligor Debtors are authorized to terminate retiree benefits
for certain of their current retirees pursuant to Section 1114 of
the Bankruptcy Code, implement the terms of the Fifth Section 1114
Proposal and transition the retiree health care to the UMWA
Retiree Healthcare Trust, which will be structured as a Voluntary
Employee Beneficiary Association, on July 1, 2013, unless the
conditions proscribed are met whereby the transition date
will be Jan. 1, 2014.  All objections are overruled.

A copy of the Memorandum Decision and Order on Motion to Reject
Collective Bargaining Agreements and to Modify Retiree Benefits
Pursuant to 11 U.S.C. Sections of the Bankruptcy Code is available
at http://bankrupt.com/misc/patriot.doc4081.pdf

                        Major Blow to UMWA

Kris Maher at The Wall Street Journal and Jacqueline Palank at Dow
Jones Newswire notes the ruling is a major blow to the United Mine
Workers of America, which represents the miners and has sought to
fend off cuts to its active members and retirees. The union, which
represents roughly 40% of Patriot's active miners, has previously
said it could strike if cuts were too deep, a prospect that would
likely cripple the ailing coal producer.

The report notes Patriot has said it would be forced to liquidate
if it fails to gain $150 million in annual labor-cost savings,
leading to a "devastating" loss of jobs and health-care coverage
for more than 21,000 active workers, retirees and dependents.

"There is no dispute that for Debtors' survival, concessions are
necessary," Judge Surratt-States said in Wednesday's ruling.

The report relates Patriot Chief Executive Bennett K. Hatfield
said the ruling "represents a major step forward" for Patriot and
would allow the company to achieve savings "critical to our
reorganization and the preservation of more than 4,000 jobs." He
said changes would be implemented by July 1, but the company would
continue to negotiate with the union.

The report relates UMWA President Cecil Roberts blasted the ruling
and said the union would appeal it in federal court. He said the
judge's ruling was "wrong, unfair and fails to fully recognize the
coming wave of human suffering that will be experienced by
thousands of people throughout the coalfields."

According to the report, a spokesman for the UMWA said a strike
"remains a real possibility," but that the union would prefer to
reach an agreement with Patriot.

The report notes Patriot's latest publicly disclosed labor
proposal includes these terms:

     -- Patriot would cut the pay of roughly 1,700 unionized
        miners, as well trim vacation days and result in less
        overtime, among other changes.  Hourly pay for a
        unionized heavy-equipment operator would be cut to
        $20 an hour, from $26.80 an hour currently.

     -- Going forward, UMWA miners would be covered by the same
        health plan as salaried and nonunion employees, which
        requires that the employee pay 10% of the cost as a
        partial premium. UMWA members currently don't pay any
        premiums for health coverage.

     -- Patriot would remain in a UMWA pension plan if the union
        agreed to limit increases in the company's contribution
        rates, among other things. Otherwise Patriot said it
        would withdraw from the plan, and union miners would be
        covered solely by a 401(k) plan.

     -- Patriot would eliminate $1.6 billion in retiree health
        liabilities from its books by creating a trust known as
        a voluntary employees' beneficiary association, or VEBA,
        to cover approximately 8,100 retirees and dependents.
        The trust would be funded by up to $300 million in future
        profit-sharing contributions, as well as royalty payments
        that Patriot has said could be worth "tens of millions"
        of dollars.

     -- The UMWA would get a 35% ownership stake in the
        reorganized company, which the union could sell in whole
        or in part to help fund the VEBA.

The union had sought a 57% stake in a counteroffer it made in late
April.

According to the report, Judge Surratt-States said she received
900 letters from miners and relatives, many of which she said
described "horrendous conditions" in mines and how miners worked
for decades for "the promise of healthcare for life and an earned
pension." She acknowledged that for some retirees cutting costs
could mean choosing between medicine or food. She said she
considered what impact her ruling would have on coal-field
communities.  But she said that "years of toil" by miners to
receive good pay and benefits couldn't prevent concessions now
that Patriot had already received concessions from nonunion
employees. "The UMWA has fought for benefits and it will continue
to do so, of this there is no doubt," the judge wrote.

Since November, Patriot and the union met in over 14 negotiation
sessions, in addition to dozens of conference calls, in an attempt
to reach a mutually acceptable deal over labor cost savings, the
judge said, according to the report.

                       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: Bankruptcy Ruling Wrong, Unfair, UMWA Says
--------------------------------------------------------
The ruling announced on May 29 by Judge Kathy Surratt-States of
the U.S. Bankruptcy Court of the Eastern District of Missouri in
favor of proposals by Patriot Coal to eliminate its collective
bargaining agreements and cut off retiree health care is "wrong,
unfair and fails to fully recognize the coming wave of human
suffering that will be experienced by thousands of people
throughout the coalfields," United Mine Workers of America (UMWA)
International President Cecil E. Roberts said on May 29.

"As often happens under American bankruptcy law, the short-term
interests of the company are valued more than the dedication and
sacrifice of the workers, who actually produce the profits that
make a company successful," Ms. Roberts said.

"The UMWA presented a very clear picture in court of what Patriot
actually needed to come out of bankruptcy," Ms. Roberts said.
"Patriot can survive as a viable and profitable company well into
the future without inflicting the level of pain on active and
retired miners and their families it seeks.  Patriot is using a
temporary liquidity problem to achieve permanent changes that will
significantly reduce the living standards of thousands of active
and retired miners and their families.

"We are disappointed that the Bankruptcy Court failed to see that,
and we intend to appeal the ruling to the Federal District Court,"
Ms. Roberts said.

"But I want to make it emphatically clear that despite this
ruling, the UMWA's effort to win fairness for these active and
retired workers is by no means over," Ms. Roberts said.  "Indeed,
this ruling makes it more important than ever for the architects
of this travesty, Peabody Energy and Arch Coal, to take
responsibility for the obligations they made to thousands of
retirees who are now at imminent risk."

Patriot was created by Peabody Energy in 2007 with 43 percent of
Peabody's liabilities but just 11 percent of its assets.  Because
Patriot was created with insufficient assets to meet its
liabilities to retired miners, analysts such as Bruce Rader,
Professor of Finance at Temple University, have described the
company as "designed to fail."  Even Patriot CEO Ben Hatfield said
that "something doesn't smell right" about the manner in which his
company was founded.

In 2008, Patriot acquired Magnum Coal, a company created by Arch
Coal and other investors, into which Arch had shifted all its
long-term liabilities to retirees, spouses and widows.

Under the Bankruptcy Court's ruling, Patriot will be allowed to
cease paying for retiree health care benefits as early as July 1.
Responsibility for paying benefits would be handed over to a
Voluntary Employee Beneficial Association (VEBA), which will only
have guaranteed funding of $15 million plus a royalty payment of
$0.20 per ton of coal the company produces, which may add
approximately $5 million to the VEBA per year.  Current health
care costs for these retirees average nearly $7 million per month.

The company has offered the UMWA a 35 percent stake in the
company, which could be sold to help fund the VEBA, in the event
there is a willing buyer.  Since the current and future value of
the company is unknown, there is no way of knowing how much money
this could provide for health care benefits or when such funding
would be available.  The company has also proposed a profit-
sharing mechanism that would not provide any additional assistance
to the VEBA until 2016 and even then would not provide more than
about $2 million per year, at best.

"We are going to continue to make every effort to secure adequate
funding to meet the long-term health care needs of these
retirees," Ms. Roberts said.  "Peabody and Arch can decide to live
up to their obligations and end this problem tomorrow.  But if
they don't, we will continue our litigation against them and are
optimistic about our chances."

The UMWA has filed suit in Charleston, W. Va., alleging that
Peabody and Arch violated the Employee Retirement Income Security
Act (ERISA) by illegally dumping contractual obligations when they
created Patriot and Magnum.

The Bankruptcy Judge's ruling creates a path for Patriot to throw
out its current collective bargaining agreements with the UMWA and
implement substandard conditions of employment at its operations
where the UMWA represents the workers.  This includes cutting
wages by several dollars per hour, taking thousands of dollars out
of family incomes; eliminating paid time off by about one-third,
with higher cuts for more senior employees; and drastically
increasing out-of-pocket health care costs.

The ruling also allows Patriot to eliminate retiree health care
for currently active employees, more than half of whom have worked
long enough to be eligible for health care under the cancelled
UMWA contract.  Several hundred more are within 3 years of
eligibility.

"Patriot says that for it to survive, the union-represented
workforce needs to be on the same scale as its non-union workers,"
Ms. Roberts said.  "No, it does not need that and it never did.

"The UMWA made specific proposals to the company that demonstrate?
using the company's own numbers and future projections?how the
company could get through the next couple of lean years and then
make millions, without punishing its workers in this way,"
Ms. Roberts said.  "The company rejected every one of those
proposals and continues to insist upon changing long-standing
contractual language that will not improve their bottom line one
penny."

"We will continue to meet with the company this week to see if
there is a way forward," Ms. Roberts said.  "We have long
acknowledged that Patriot is in trouble, because it can no longer
pay Peabody and Arch's bills.  We remain willing to take painful
steps to help Patriot get through the rough period it faces over
the next couple of years.

"But if we're going to share in that pain, then we have every
right to share in the company's gain when it becomes profitable
again," Ms. Roberts said.  "That only makes sense, and we will
continue to try to get this management team to understand that."

The UMWA's public protests against Peabody and Arch will continue
with a June 4 rally in Henderson, Ky., at 10:00 a.m. at the
Henderson County courthouse.  More than 4,000 people are expected
at that event.

                      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.


PEMCO WORLD: Sun Capital-Backed Plan Declared Effective
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that WAS Services Inc., named Pemco World Air Services
Inc. before the business was sold, implemented the Chapter 11
reorganization plan on June 17 that was approved by the bankruptcy
court with an April 22 confirmation order.

According to the report, secured lender Sun Capital Partners Inc.
bought the business after a previously approved sale fell through.

Unsecured creditors were slated to recover no more than 3 percent
on claims that might total $72 million. Only unsecured creditors
were affected by the plan.

                         About Pemco World

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15, the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.  The Debtor was renamed to WAS Services Inc. following
the sale.


PENSON WORLDWIDE: Court Grants NDV's Sealed Lift Stay Bid
---------------------------------------------------------
Judge Peter J. Walsh granted a motion filed under seal by NDV
Investment Company, JM Property SP Z.O.O. SP K, and Jerzy Mendelka
(i) for relief from the automatic stay and an order compelling
arbitration or, alternatively, (ii) for the court to exercise
permissive abstention with respect to a FINRA Arbitration.

The Debtors and the Official Committee of Unsecured Creditors had
objected to the lift stay request.

Judge Walsh said upon entry of an order confirming a plan in
Penson Worldwide, Inc. and its affiliated debtors' Chapter 11
cases, the automatic stay and any injunction that may be imposed
by the Plan and Confirmation Order will be modified and lifted to
permit continuation, prosecution and/or commencement, as
applicable, of the FINRA Arbitration against the Debtors.
The relief granted will be nunc pro tunc to the extent required to
avoid Claimants from having to re-file the Statement of Claim in
the FINRA Arbitration, and the Statement of Claim in the FINRA
Arbitration will not be void or voidable notwithstanding it was
filed after the Petition Date.

Judge Walsh said if the Confirmation Order is not entered within
60 days of the entry of his Order, the Motion will be heard on the
next available omnibus hearing date.

Adamba Imports International, Inc. has also brought before the
court a similar lift stay motion. A hearing on the motion and a
bid to file the motion under seal is set for June 11, 2013.
Adamba is represented by Scott J. Leonhardt, Esq., and Frederick
B. Rosner, Esq., of The Rosner Law Group LLC.

The Debtors' counsel are Kenneth J. Enos, Esq., Pauline K. Morgan,
Esq., Ryan M. Bartley, Esq., of Young Conaway Stargatt & Taylor,
LLP, and Andrew N. Rosenberg, Esq., and Oksana Lashko, Esq., of
Paul, Weiss, Rifkind, Wharton & Garrison LLP.

The Creditors Committee is represented by William E. Chipman, Jr.,
Esq., and Ann M. Kasishian, Esq., of Cousins Chipman & Brown, LLP,
and Mark T. Power, Esq., and Joseph Orbach, Esq., of Hahn & Hessen
LLP.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Regions Wants Stay Lifted to Retrieve Collateral
------------------------------------------------------------------
Regions Equipment Finance, Ltd. and Regions Equipment Finance
Corporation ask the Court to lift automatic stay and for adequate
protection to allow it to retrieve and foreclose on its
collateral, which is governed by a Master Agreement that
has not been assumed and assigned by Penson Worldwide, Inc. and
its affiliated debtors.

Regions and Penson are parties to a Master Agreement dated October
8, 2009, whereby Regions agreed to loan funds to Penson in order
to purchase certain equipment.

Regions says it has a first-priority, perfected security interest
in remaining equipment currently in the Debtors' possession.
Regions wants the stay terminated to allow it to take any and all
action necessary to exercise its rights and remedies to enforce
its liens against the remaining equipment.

Brett D. Fallon, Esq., of Morris James LLP, and Robert P. Franke,
Esq., and Andrew G. Edson, Esq., of Strasburger & Price LLP,
represent Regions as counsel.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Seeks to Walk Away from Goldman Sachs Contract
----------------------------------------------------------------
Penson Worldwide, Inc. and its affiliated debtors seek court
permission to walk away from a network provider services agreement
between Penson Financial Services, Inc. and Goldman Sachs
Execution & Clearing, L.P., nunc pro tunc to May 22, 2013, saying
the contract no longer serves any business purpose and is
burdensome to their estates.

Meanwhile, Judge Peter J. Walsh approved the Debtors' 7th omnibus
objection to reject executory contracts and unexpired leases, nunc
pro tunc to April 30, 2013. The Court authorized the Debtors to
abandon, as of April 30, 2013, all personal property remaining at
the unexpired lease location. All Personal Properties is deemed
abandoned.

Judge Walsh also issued an order sustaining the first omnibus
(non-substantive) objection to claims filed by the Debtors.
Judge Walsh disallowed the claims in their entirety but held that
Claim No. 266 filed by Reid Friedman will be disallowed as
duplicative, and his Claim No. 286 will be the remaining claim.

The Debtors have agreed to withdraw their objection as it relates
to Claim Nos. 22 and 23 filed by Kopp McKichan, LLP; Claim Nos. 95
and 96 filed by R. Wayne Klein, as court-appointed receiver for
FFCF Investors, LLC, Ascendus Capital Management, LLC and Smith
Holdings; Claim No. 293 filed by Urszula Mika; and Claim No. 301
filed by Ronald H. Filler and Assoc, LLC.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PHH CORP: Fitch Affirms 'B' Short-Term Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed the long-term and short-term Issuer
Default Ratings (IDRs) of PHH Corporation (PHH) at 'BB' and 'B',
respectively. The Rating Outlook is revised to Stable from
Negative.

Rating Action Rationale

The affirmations reflect the significant progress PHH has made
over the last year with respect to the company's liquidity and
capital plan, as well as demonstrated access to the unsecured debt
capital markets at reasonable terms. Given PHH's improved
liquidity profile, Fitch believes PHH has more than sufficient
cushion to meet upcoming debt maturities in 2014 and 2016 and to
absorb a reasonable level of charges related to mortgage loan
putbacks.

Rating constraints include the impact of reduced origination
activity on the company's natural hedge policy on earnings, the
largely secured funding profile with relatively short-term debt
facilities, contingent repurchase risk associated with PHH's
mortgage origination business, and the on-going uncertainty with
respect to regulatory compliance requirements in PHH's mortgage
originations and servicing businesses.

The Stable Outlook reflects Fitch's expectation for continued
access to capital markets through various market cycles, strong
liquidity cushion supported by core operating cash flow generation
to fund general working capital needs, contingencies and upcoming
debt maturities, and improved financial leverage.

Key Rating Drivers

Operating performance, on a GAAP basis remains inconsistent and
affected by volatility in gain on sale margins and fair value
changes in the mortgage servicing rights (MSR) portfolio. PHH uses
derivatives to hedge only a portion of its MSR portfolio from
changes in interest rates. Instead, the company seeks to maintain
what it deems to be a natural hedge based on the replenishment
rate between the lost servicing value from prepayments and newly
originated loans. Fitch believes this strategy introduces
volatility in the company's GAAP operating results. Excluding the
$82 million write up and $16 million of net derivative losses
related to MSRs in the first quarter of 2013 (1Q'13), the mortgage
servicing segment profit improved 25%, year-over-year despite a
11% decline in loan servicing income driven higher than expected
portfolio runoff. Somewhat offsetting this variability, the fleet
segment reported net profits of $21 million in 1Q'13, and
continues to be a stable and diversified source of revenue for
PHH. Fitch expects operating performance will remain inconsistent
given PHH's mostly unhedged MSR portfolio and the historical
volatility in both gain on sale margins and interest rates.

PHH's liquidity profile has improved, given management's focus to
manage the company's liquidity and capital position over the last
year. At March 31, 2013, PHH had unrestricted cash of $927
million, $423 million of availability under its revolving credit
facilities, and nearly $3 billion of available capacity under its
mortgage and fleet funding facilities. Fitch believes PHH's
unsecured debt maturities are well laddered, and the company has
more than sufficient liquidity to meet its upcoming maturities in
September 2014 and March 2016.

However, repurchase risk may continue to weigh on PHH's liquidity
profile and cash flow generated from operations. Fitch believes
repurchase claims are expected to remain elevated but at lower
levels in 2013 as the GSEs work through their backlog of reviewing
loan files. Ultimately, repurchase losses will largely depend on
the state of the housing market in the near-to-medium term, as
delinquent loans are most likely to be put back to lenders. Fitch
believes that PHH's current liquidity levels and core operating
cash flows are sufficient to absorb reasonable level of
incremental put backs from lenders.

The company's funding profile is predominately secured and PHH
remains primarily reliant on mortgage-backed warehouse facilities
and fleet-backed conduit facilities to fund mortgage originations
and fleet purchases (81% of total debt as of 1Q'13). These
facilities are relatively short term in nature, which also exposes
the company to refinance risk, particularly in periods of economic
or market stress. Fitch would view an increase of unsecured debt
in PHH's funding mix or a lengthening of the company's warehouse
and conduit facilities positively, as it would add additional
flexibility to the company's overall funding profile.

Balance sheet leverage, as measured by total debt to tangible
equity, is a function of mortgage origination and fleet leasing
volume, and has been managed conservatively post-crisis. Leverage
improved to 4.0x at 1Q'13 compared to 4.1x at 1Q'12. Fitch
believes leverage could fluctuate depending on the volume of
mortgage originations, and interest rate volatility could have a
material impact to MSR valuation and ultimately PHH's equity base.

Fitch-calculated core capital, which subtracts fair value of MSRs
(net of deferred tax liabilities related to MSRs) and equity
associated with PHH's reinsurance business from tangible equity,
was $710.7 million, or 7.4% of total assets at year-end 2012. On
the basis of debt to Fitch Core Capital, balance sheet leverage
was 9.2x compared to 16.4x one year prior. The reduction in
balance sheet leverage was the result of core operating cash flow
generation, which resulted in increased retained earnings in 2012.
While PHH's leverage is high on the basis of Fitch Core Capital,
Fitch believes this level is acceptable at its current ratings and
consistent with nonbank peers.

Rating Sensitivities - IDRS, SENIOR DEBT

Fitch believes PHH's current funding model and regulatory
uncertainty limit rating momentum beyond the current rating
category. However, a positive change to the rating or Outlook
could be driven by PHH's ability to generate consistent operating
performance, sustain improvements in liquidity, and maintain
appropriate capitalization and economical access to longer term
and diversified funding sources, including unsecured debt.
Additionally, an increase in Fitch Core Capital could also be
viewed positively by Fitch.

Conversely, negative rating actions could be driven by a material
deterioration in core operating profitability, loan repurchase
losses that significantly exceed operating cash flows and other
liquidity sources, increased servicing costs due to regulatory
requirements, or significant adverse effects on the mortgage
originations business as a result of regulatory reform.
Additionally, shareholder pressure to improve returns which
materially impacts PHH's credit profile or risk appetite could
also yield negative rating actions.

Fitch has affirmed the following ratings:

PHH Corporation
-- Long-term IDR at 'BB';
-- Short-term IDR at 'B';
-- Senior unsecured debt at 'BB';
-- Commercial paper at 'B'.

The Rating Outlook is revised to Stable from Negative.


PHIL'S CAKE: Can Hire Gregory Sharer as CPA
-------------------------------------------
Phil's Cake Box Bakeries, Inc., sought and obtained permission
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ Gregory, Sharer & Stuart, P.A. as certified public
accountant.

The fees for the firm's services will be based upon the amount of
time required at Gregory Sharer's standard billing rates for the
personnel working on the engagement, plus out of pocket expenses.
The firm estimates its fees for the services will be $4,500.

Daniel J. Hevia, accountant at Gregory Sharer, tells the Court
that the firm previously performed accounting services for the
Debtor including preparation of tax returns.  The firm holds a
general unsecured claim in the amount of $18,627.

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

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.

No trustee or examiner nor an official committee have yet been
appointed in the case.


PIPELINE DATA: Mediator Rosenberg Crafts Settlement
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that mediator Robert J. Rosenberg brought home a
settlement with secured noteholders allowing Pipeline Data Inc. to
file a liquidating Chapter 11 plan soon.

According to the report, to resolve a dispute with senior
convertible noteholders, the company will pay the lenders
$13.3 million, for a total recovery of $19 million given the
$5.7 million already received.  The settlement, coming to court
for approval June 17, provides that if the company generates cash
beyond $4.475 million, the lender will receive 60 percent of the
excess.

                        About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provided credit and debit
card payment processing services to approximately 15,000
merchants.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sought bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.

In its schedules, Pipeline Data disclosed $4,491,699 in total
assets and $61,595,942 in total liabilities.

Ten affiliates of the Debtor filed separate petitions for
Chapter 11 (Bankr. D. Del. Case Nos. 12-13124 to 12-13131; Case
No. 12-13133 and 12-13134).  The cases are jointly administered
under Case No. 12-13123).

After the bankruptcy court in Delaware approved selling the
business in January 2013 to Applied Merchant Systems West Coast
Inc. for $9.85 million, the deal fell through.  The court later
authorized the second-place bidder, Calpian Inc., to buy the
operation for $9.75 million. The sale was completed on March 15.


POSITRON CORP: Incurs $1.2 Million Net Loss in First Quarter
------------------------------------------------------------
Positron Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net loss
and comprehensive loss of $1.20 million on $371,000 of sales for
the three months ended March 31, 2013, as compared with a net loss
and comprehensive loss of $2.96 million on $829,000 of sales for
the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $2.54
million in total assets, $9.84 million in total liabilities and a
$7.30 million total stockholders' deficit.

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

                        http://is.gd/xaOi1g

                      About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.

Positron disclosed a net loss and comprehensive loss of $7.95
million in 2012, as compared with a net loss and comprehensive
loss of $6.12 million in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $2.68 million in total assets, $8.87 million
in total liabilities and a $6.19 million total stockholders'
deficit.

Sassetti LLC, in Oak Park, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has a significant accumulated deficit which raises
substantial doubt about the Company's ability to continue as a
going concern.


PRM FAMILY: Operator of Pro's Ranch Markets Seeks Chapter 11
------------------------------------------------------------
PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on
May 28.

PRM Family, along with seven-debtor affiliates, filed a variety of
"first day" motions.  The Debtors are seeking approval to grant
adequate assurance of payment to utilities, allow $7.23 million in
claims of suppliers of products covered by the Perishable
Agricultural Commodities Act (PACA), use cash collateral, and pay
$260,000 of sale proceeds held in trust for Western Union, pay
$36,000 held in trust for state lotteries, and pay prepetition
wages and benefits owed to employees.

To adequately protect Bank of America's interest in the cash
collateral, the Debtors proposes to grant the bank replacement
liens on the new inventory purchased by the Debtors and the
proceeds generated from the sale of collateral to the same extent
as the bank enjoyed prepetition.

The Debtors are seeking an expedited hearing on the first day
motions.

                      About PRM Family

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

Scott H. Gan, Esq., at Mesch, Clark & Rothschild, P.C., in Tucson,
Arizona, serves as counsel to the Debtor.

PRM Family estimated liabilities in excess of $10 million.


PRM FAMILY: Section 341 Creditors' Meeting on July 2
----------------------------------------------------
There's a meeting of creditors in the Chapter 11 cases of PRM
Family Holding Company, L.L.C., et al., on July 2, 2013, at 9:00
a.m.  The meeting will be held at 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 PRM Family

PRM Family Holding operates seven grocery stores in Phoenix, two
in El Paso, Texas, and two in New Mexico.  Its corporate office is
in California and it has warehouses and distribution facilities in
California and Phoenix.  Its Pro's Ranch Markets feature produce,
baked goods and other general grocery items with a Hispanic flair
and theme.  The company has more than 2,200 employees.

PRM Family Holding and seven affiliates sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-09026) on May 28,
2013.

Scott H. Gan, Esq., at Mesch, Clark & Rothschild, P.C., in Tucson,
Arizona, serves as counsel to the Debtor.

PRM Family estimated liabilities in excess of $10 million.


PROVIDENT COMMUNITY: Had $463,000 Net Loss in First Quarter
-----------------------------------------------------------
Provident Community Bancshares, Inc., recorded a net loss to
common sharholders of $463,000 on $1.67 million of net interest
income for the three months ended March 31, 2013, as compared with
a net loss to common shareholders of $202,000 on $1.95 million of
net interest income for the same period a year ago.

The increase in loss in 2013 was primarily due to a reduction in
net interest income due primarily to lower loan balances and a
decrease in the yield on interest-earning assets due to the lower
interest rate environment, offset by the absence of a provision
for loan losses for the period ended March 31, 2013, due to a net
reduction in loans, nonperforming assets and charge-offs.  In
addition, the Corporation did not record any gain on the sale of
investments for the quarter ending March 31, 2013, compared to
$239,000 for the previous year comparable quarter.

The Company's balance sheet as of March 31, 2013, showed $355.14
million in total assets, $343.55 million in total liabilities and
$11.59 million in shareholders' equity.

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

                        http://is.gd/XC7d6C

                     About Provident Community

Rock Hill, South Carolina-based Provident Community Bancshares,
Inc., is the bank holding company for Provident Community Bank,
N.A.  Provident Community Bancshares has no material assets or
liabilities other than its investment in the Bank.  Provident
Community Bancshares' business activity primarily consists of
directing the activities of the Bank.

The Bank's operations are conducted through its main office in
Rock Hill, South Carolina and seven full-service banking centers,
all of which are located in the upstate area of South Carolina.
The Bank is regulated by the Office of the Comptroller of the
Currency, is a member of the Federal Home Loan Bank of Atlanta and
its deposits are insured up to applicable limits by the Federal
Deposit Insurance Corporation.  Provident Community Bancshares is
subject to regulation by the Federal Reserve Board.

Provident Community disclosed a net loss to common shareholders of
$598,000 in 2012, as compared with a net loss of $665,000 in 2011.

                           Consent Order

On Dec. 21, 2010, Provident Community Bank, N.A. entered into a
stipulation and consent to the issuance of a consent order with
the Office of the Comptroller of the Currency.

At Dec. 31, 2011, the Bank met each of the capital requirements
required by regulations, but was not in compliance with the
capital requirements imposed by the OCC in its Consent order.

The Bank is required by the consent order to maintain Tier 1
capital at least equal to 8% of adjusted total assets and total
capital of at least 12% of risk-weighted assets.  However, so long
as the Bank is subject to the enforcement action executed with the
OCC on Dec. 21, 2010, it will not be deemed to be well-capitalized
even if it maintains the minimum capital ratios to be well-
capitalized.  At Dec. 31, 2011, the Bank did not meet the higher
capital requirements required by the consent order and is
evaluating alternatives to increase capital.

"At December 31, 2012, the Bank met each of the capital
requirements required by regulations, but was not in compliance
with the capital requirements imposed by the OCC in its Consent
order."


QUAD-C FUNDING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Quad-C Funding LLC
        c/o Canaras Capital Management LLC
        130 West 42 Street, Suite 1500

Bankruptcy Case No.: 13-11725

Chapter 11 Petition Date: May 24, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Chester B. Salomon, Esq.
                  BECKER, GLYNN, MUFFLY, CHASSIN & HOSINSKI LLP
                  299 Park Avenue, 16th Floor
                  New York, NY 10171
                  Tel: (212) 888-3033
                  Fax: (212) 888-0255
                  E-mail: csalomon@beckerglynn.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 Richard D. Levinson, managing member of
Saranac ABL, LLC.


QUICK-MED TECHNOLOGIES: Has License Agreement with Viridis
----------------------------------------------------------
Quick-Med Technologies, Inc., and VIRIDIS BioPharma Pvt. Ltd.
entered into a Patent and Technology License Agreement to license
the Company's proprietary Nimbus(R) intellectual property.

Under the Agreement, the Company grants Viridis exclusive rights
to use its proprietary Nimbus intellectual property in hydrophilic
polyurethane foam for wound care applications and for securing
intravenous tubings and catheters on products sold in Armenia,
Azerbaijan, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova,
Tajikistan, Turkmenistan, Ukraine, Uzbekistan, Russia and their
territories and possessions.

In consideration for the execution of the Agreement, Viridis will
pay a royalty of 7.5 percent on net sales for each product.  The
Agreement will continue to be in effect for a term of five years
from the effective date, unless terminated earlier for breach or
bankruptcy.

The Agreement is in addition to the Patent and Technology License
Agreement of July 26, 2010.  The Company also entered into a
fourth amendment of the 2010 Patent Amendment on May 9, 2013, that
extended the term of the 2010 Patent Agreement to March 31, 2018.

There are no material relationships between the Company or its
affiliates and any of the parties to the Agreement, other than
with respect to this Agreement and the Agreement dated July 26,
2010, with amendments 1-4.

                           About Quick-Med

Gainesville, Fla.-based Quick-Med Technologies, Inc., is a life
sciences company focused on developing proprietary, broad-based
technologies in the consumer and healthcare markets.  Its four
core technologies are: (1) Novel Intrinsically Micro-Bonded
Utility Substrate (NIMBUS(R)), a family of advanced polymers bio-
engineered to have antimicrobial, hemostatic, and other properties
that can be used in a wide range of applications, including wound
care, catheters, tubing, films, and coatings; (2) Stay Fresh(R), a
novel antimicrobial based on sequestered hydrogen peroxide, that
can provide durable antimicrobial protection to items such as
textiles through numerous laundering cycles; (3) NimbuDerm(TM), a
novel copolymer for application as a persistent hand sanitizer
with long lasting protection against germs; and (4) MultiStat(R),
a family of advanced patented methods and compounds shown to be
effective in skin therapy applications.

The Company's balance sheet at Sept. 30, 2012, showed $1.4 million
in total assets, $9.8 million in total liabilities, and a
stockholders' deficit of $8.4 million.

Daszkal Bolton LLP, in Boca Raton, Florida, expressed substantial
doubt about Quick-Med's ability to continue as a going concern.
The independent auditors noted the the Company has experienced
recurring losses and negative cash flows from operations for the
years ended June 30, 2012, and 2011, and has a net capital
deficiency.


RCN TELECOM: New Debt Issuance Cues Moody's to Lower CFR to B2
--------------------------------------------------------------
Moody's Investors Service lowered the corporate family rating of
RCN Telecom Services, LLC to B2 from B1 based on expectations for
the company to issue unsecured debt in conjunction with another
dividend distribution to its private equity owners, ABRY Partners,
LLC and Spectrum Equity.

Moody's also affirmed the B1 rating on the senior secured first
lien term loan and the B2-PD probability of default rating.

RCN Telecom Services, LLC:

Corporate Family Rating, Downgraded to B2 from B1

Senior Secured First Lien Bank Credit Facility, Affirmed B1, LGD
adjusted to LGD3, 40% from LGD3, 34%

Probability of Default Rating, Affirmed B2-PD

Ratings Rationale:

The downgrade of the corporate family rating (CFR) to B2 from B1
incorporates expectations for pro forma leverage to increase to
approximately 6.2 times debt-to-EBITDA from 5.1 times for the
trailing twelve months ended March 31, a level inconsistent with
the prior B1 corporate family rating. Furthermore, the proposed
debt funded distribution of approximately $200 million follows an
approximately $205 million distribution in March 2013 and an
approximately $120 million distribution in March 2012, indicative
of an aggressive fiscal policy more in line with the B2 CFR.
Notwithstanding the increase in debt, Moody's expects RCN to
continue to generate positive free cash flow of approximately 2%
to 5% of debt and to lower leverage to below 6 times debt-to-
EBITDA in 2014 through a combination of modest EBITDA growth and
debt reduction. These factors support the rating.

Moody's affirmed the B1 rating on the first lien debt despite the
downgrade of the CFR. The company does not expect to increase
first lien debt, and these lenders would benefit from a cushion of
junior capital provided by unsecured debt. Moody's also affirmed
the B2-PD probably of default rating and switched to a 50% family
recovery assumption from a 65% assumption, in line with the Loss
Given Default Methodology based on expectations for a capital
structure comprised of a mix of bank debt and bonds. Moody's
believes a mixed capital structure has lower recovery, but also
lower probability of default, than an all first lien capital
structure, in which lenders could exercise control through
financial covenants and trigger an earlier default, thus
preserving value.

Despite RCN's high leverage (about 6.2 times debt-to-EBITDA pro
forma for the proposed transaction), expectations for the company
to continue to generate positive free cash flow from its
attractively bundled video, high speed data and voice services in
densely populated markets support its B2 corporate family rating.
The financial sponsor ownership constrains the rating;
notwithstanding expectations for leverage to decline from both
EBITDA growth and debt reduction over at least the next year or
two, beyond that time the equity owners will likely seek
incremental returns of capital, which could lead to an increase in
leverage or limit the application of free cash flow to debt
reduction. Debt funded distributions have exceeded debt reduction
with free cash flow, and cash distributed to the sponsors to date
exceeds their original cash investment.

As an overbuilder in most markets, RCN faces intense competition
from larger and better capitalized cable, direct broadcast
satellite (DBS) and telecom operators. The company's upgraded
network allows it to offer an attractive package to both
residential and commercial customers, and the company added video
and high speed data subscribers on both a year over year and
sequential basis in the March quarter despite rate increases,
evidence of its ability to win and retain customers while
maintaining price discipline. Nevertheless, price pressure remains
a risk, and the battle for subscribers could limit growth (albeit
less so in the Lehigh Valley market, which represents about 40% of
EBITDA and in which RCN acts as an incumbent). The lack of scale
together with weak EBITDA margins relative to cable peers also
constrains the rating. Given the competition and RCN's size,
Moody's expects margins to remain below peers, particularly as
programming costs, especially the sports content prevalent in
RCN's urban markets, escalate.

The stable outlook incorporates expectations for leverage to fall
below 6 times debt-to-EBITDA over the next year and for RCN to
continue to generate positive free cash flow.

The current leverage profile, lack of scale, overbuilder model,
and the financial sponsor ownership limit upward ratings momentum.
However, Moody's could consider a positive action with a
commitment to a more conservative financial profile characterized
by leverage trending toward and remaining below 4 times debt-to-
EBITDA on a sustained basis. An upgrade would also require good
liquidity and expectations for stable to improving subscriber
trends.

Deteriorating operating performance, an inability to achieve
leverage below 6 times over the next 18 months, or expectations
for sustained negative free cash flow would likely pressure the
rating down. Over the longer term another debt-financed dividend
or an acquisition resulting in leverage sustained above 6.5 times
debt-to-EBITDA could warrant a downgrade. An erosion of the
liquidity profile could also have negative ratings implications.

Based in Princeton, New Jersey, RCN Telecom Services, LLC (RCN)
provides bundled cable, high-speed Internet and voice services to
residential and small-medium business customers primarily located
in high-density Northeast (Washington, D.C.; Philadelphia and
Lehigh Valley, PA; New York City; Boston) and Chicago markets. The
company serves approximately 339 thousand video, 349 thousand high
speed data, and 187 thousand voice customers, and its annual
revenue is approximately $570 million. ABRY Partners, LLC owns
approximately two-thirds of the company, Spectrum Equity owns
approximately 20%, and management and other equity investors own
the remainder.

The principal methodology used in this rating was Global Pay
Television - Cable and Direct-to-Home Satellite Operators
Methodology published in April 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


RCN TELECOM: S&P Affirms 'B' CCR & Rates $200MM Notes 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on cable operator RCN Telecom Services LLC and
revised the outlook to stable from positive.  S&P also assigned
its 'CCC+' issue-level rating to $200 million of private senior
unsecured notes due 2021 to be co-issued by RCN Telecom Services
LLC and subsidiary RCN Capital Corp with proceeds to fund a
$200 million special dividend.  The recovery rating on this debt
is '6', indicating expectations of negligible (0% to 10%) recovery
in a payment default.  At the same time, S&P affirmed its 'B'
issue-level rating on an aggregate $848 million of amended and
restated secured credit facilities consisting of a $808 million
term loan B due 2020 and a $40 million revolving credit facility
due 2018, co-borrowed by RCN Telecom Services LLC and its Yankee
Cable Acquisition LLC unit.  The '3' recovery rating on this debt
is unchanged, indicating expectations of meaningful (50% to 70%)
recovery in a payment default.

"The outlook revision is based on S&P's view of RCN's financial
risk profile as 'highly leveraged' (revised from 'aggressive'),
which makes a higher rating unlikely," said Standard & Poor's
credit analyst Richard Siderman.  Debt leverage will rise to about
6x, pro forma for the $200 million dividend recapitalization and
we expect any material improvement in leverage to be only
temporary, since RCN is likely to undertake additional debt-
financed returns of capital.

In addition, S&P revised its assessment of the company's business
risk profile to "fair" from "weak," reflecting better operating
trends demonstrated in 2012 that continued into the first quarter
of 2013.  The improved business risk profile recognizes favorable
cable industry characteristics including revenue visibility from a
subscription-based business model and capital expenditures that
are largely linked to growth.  The significant bandwidth of RCN's
hybrid fiber optic/coaxial cable plant positions the company to
meet foreseeable demand for high speed data (HSD), video, and
other broadband services.  Nevertheless, heightened competition in
RCN's majority overbuild cable markets and a lack of scale
economies, factors that combine to depress the EBITDA margin,
temper the business risk profile.

The stable rating outlook reflects RCN's largely subscription-
based business model and predictable capital expenditures that
provide a measure of revenue and EBITDA visibility.  Prospects for
an upgrade are negligible given S&P's view of a very aggressive
financial policy, in particular, RCN's tolerance for leverage to
rise to the 6x area to finance opportunistic returns of capital.
Conversely, a downgrade could result from an unanticipated,
significant deterioration in operations compared with S&P's base-
case scenario.  Such a scenario would most likely result from
increased competition or changes in viewership habits leading to
an annual erosion of basic subscribers in the low- to mid-single-
digit area without offsetting gains in HSD and commercial
services.  This could lead to a significant drop in the EBITDA
margin to the mid-20% area and bring debt to EBITDA above 6x on a
consistent basis without a reasonable near-term path to
improvement.


RESIDENTIAL CAPITAL: Access to AFI Cash Collateral Until June 12
----------------------------------------------------------------
Residential Capital LLC, Ally Financial Inc., and holders of the
Junior Secured Notes entered into a sixth stipulation further
amending certain provisions of the AFI DIP and Cash Collateral
Order.

The sixth stipulation extends the termination date of the Debtors'
right to use Prepetition Collateral, including Cash Collateral
until (i) the effective date of a Plan for any Debtor, (ii) June
12, 2013, or (iii) upon written notice by the AFI Lender.

The Debtors' rights to use Cash Collateral pursuant to the AFI DIP
and Cash Collateral Order are terminated as of May 14, 2013,
except that the Debtors are permitted to use Cash Collateral from
the period beginning on May 15, 2013, through and including
June 12, 2013, solely for payment of (i) the Cash Collateral Costs
in an amount not to exceed $5,000,000 with respect to the
Revolver/JSB Cash Collateral and in an amount not to exceed
$5,000,000 with respect to AFI LOC Cash Collateral, and (ii) the
Adequate Protection Payments.

                    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: Taps Perkins as Insurance Coverage Counsel
---------------------------------------------------------------
Residential Capital LLC and its affiliates seek the Court's
authority to employ Perkins Coie LLP as their Special Insurance
Coverage Counsel, nunc pro tunc to March 20, 2013.

Perkins Coie currently represents Debtor GMAC Mortgage, LLC, in
the ordinary course of business, in connection with the defense of
consumer protection claims related to residential mortgages and
pursuit of title insurance coverage with respect to individual
residential mortgage.  Pursuant to the Ordinary Course
Professional Order, the retention of Perkins Coie in this role was
approved effective as of the Petition Date and Perkins Coie has
been performing OCP Services since the inception of the Chapter 11
cases.

In light of certain insurance coverage issues, the Debtors seek to
expand the scope of Perkins Coie's engagement to include the
investigation, analysis, and recovery of insurance coverage
proceeds under any directors & officers liability, management
liability, professional (errors & omissions) liability, fiduciary
liability insurance policies, or any other applicable policies
under which the Debtors were insured.  The recovery may involve
negotiation with, and if necessary litigation against, insurance
companies that provided liability insurance to the Debtors and/or
the parties who procured such insurance on the Debtors' behalf,
including parent company Ally Financial Inc.

The current hourly billing rates for the Perkins Coie
professionals that are expected to spend significant time on the
Insurance Matters range from $585 to $900 for partners, $285 to
$575 for non-partner attorneys, and $200 to $300 for paralegals.
Perkins Coie will also be reimbursed for any expenses incurred.

Selena J. Linde, Esq., a partner at Perkins Coie LLP, assures the
Court that her 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.

A hearing on the employment application will be held on May 31,
2013, at 12:00 p.m. (ET).  Objections are due May 24.

                    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: June Hearing on Hudson, PwC & Pepper Hirings
-----------------------------------------------------------------
The Bankruptcy Court entered a seventh interim order authorizing
Residential Capital LLC and its affiliates to compensate
PricewaterhouseCoopers LLP for services it rendered in connection
with the FRB foreclosure review.  A final hearing on the Debtors'
motion to compensate PwC is set for June 12, 2013.

The Court also entered seventh interim orders authorizing the
Debtors to employ Hudson Cook, LLP, as their special counsel, and
and Pepper Hamilton LLP as special foreclosure review counsel.
A final hearing to consider the applications is also set for
June 12.

As reported in the Oct. 2 edition of the TCR, the Official
Committee of Unsecured Creditors opposed the Debtors' request to
pay $250 million in fees to PwC for mortgage foreclosure review
services raises serious questions regarding the best interests of
the estates, not the least of which is why the Debtors -- or
federal regulators, for that matter -- should prefer to continue
these vast expenditures rather than to devise a more streamlined
method to redirect more money to pay borrowers.

The Creditors Committee has agreed for GMAC Mortgage LLC to pay
PwC and two other firms during the 90 days following entry of
interim orders.

The TCR reported in September 2012 that in connection with the
agreement with Residential Capital, Ally Financial Inc. and Ally
Bank to develop and implement risk management and corporate
governance procedures in order to ensure prospective compliance
with applicable foreclosure-related regulations and laws, Debtor
GMAC Mortgage LLC agreed to pay for an extensive, independent file
review regarding certain residential foreclosure actions and
foreclosure sales prosecuted by the Debtors.

Pepper Hamilton partner Gary Apfel, Esq., began representing
Debtor GMAC Mortgage and Ally Financial in connection with the
Foreclosure Review in October 2011.  Since that time, Mr. Apfel
has been instrumental in providing legal advice and assistance to
the independent consultant with respect to the bankruptcy
workstream, the Debtors tell the Court.

Pursuant to the FRB Foreclosure Review requirement, the Debtors
hired PwC as independent consultant.  PwC has been tasked with (i)
working to plan and develop procedures for conducting the FRB
Foreclosure Review; (ii) identifying loan populations for review;
(iii) monitoring a borrower outreach complaint process; (iv)
reviewing a sample of more than 5,000 loan files, as well as more
than 12,000 borrower outreach complaints, for missing
documentation or other issues; and (v) developing a recommended
remediation in the event that PwC identifies errors.

Hudson Cook began representing Debtor GMAC Mortgage and Ally
Financial in connection with a review of foreclosure and loan
files in June 2011, focusing on four operational Foreclosure
Review "workstreams."  Since that time, Hudson Cook has been
instrumental in providing legal advice and assistance to PwC with
respect to the Foreclosure Review.  In the course of that work,
the Debtors noted, Hudson Cook has developed significant
familiarity with the issues specific to the Foreclosure Review.

The Debtors agreed to pay PwC according to the firm's hourly
rates:

      Partner                            $630
      Managing Director                  $610
      Senior Manager/Director            $470
      Manager                            $370
      Senior Associate                   $300
      Associate                          $235

The Debtors estimated that the cost of the FRB Foreclosure Review
could reach approximately $180 million, although based on
subsequent events, it has become apparent that the costs of
compliance with the FRB Foreclosure Review could increase well
above that amount, perhaps reaching $250 million.

The Debtors have sought the Court's authority to employ Hudson
Cook, nunc pro tunc to May 14, 2012, for the firm to continue its
Foreclosure Review services.  Hudson Cook is providing legal
assistance in connection with PwC's review of loan files.  Hudson
Cook will be paid a monthly pay of the greater of $50,000 and the
dollar value of the time billed at the firm's rates.

Hudson Cook's hourly rates range from $400 to $665 for partners;
$240 to $375 for associates; and $185 to $230 for legal
assistants.  The firm will also be reimbursed for any out-of-
pocket expenses it incurs.

Pepper Hamilton works with PwC to continue developing and refining
the processes for the Foreclosure Review, and provide legal advice
and assistance to PwC in connection with bankruptcy issues related
to the Foreclosure Review.  Pepper Hamilton will be paid according
to its hourly rates of $675 to $850 for partners, $235 to $500 for
associates, and $210 to $220 for paraprofessionals.  Pepper
Hamilton will also be reimbursed for any out-of-pocket expenses it
incurs.

                    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: MED&G Fails in Bid for Stay Relief
-------------------------------------------------------
Judge Martin Glenn denied MED&G Group LP's request for relief from
the automatic stay for reasons stated on the record at the May 14,
2013 omnibus hearing.  Judge Glenn also denied for reasons stated
on the record at the April 30, 2013 omnibus hearing MED&G's motion
to file a late proof of claim.

MED&G asked the Court to lift the automatic stay to permit it to
continue prosecuting causes of action raised in its cross-
complaint against Debtors GMAC Mortgage, LLC, and ETS Services,
LLC, in a state court action pending in the Superior Court of
California, County of Sonoma, captioned Inoue v. GMAC Mortgage
Corporation et. al., SCV 248256.  The Debtors and MED&G entered a
stipulation modifying the automatic stay solely to permit MED&G to
proceed to trial in the Action with respect to its First Cause of
Action (Quiet Title) and Second Cause of Action (Declaratory
Relief) against GMAC Mortgage and ETS.  The stipulation was
likewise denied by the Court.

                    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: Brackhahns May Seek to Unwind Foreclosure
--------------------------------------------------------------
In the civil action Brackhahn, et al. v. Beals-Eder, et al.,
Magistrate Judge Kathleen M. Tafoya corrected an order pursuant to
Fed. R. Civ. P. 60(a) regarding GMAC Mortgage LLC's bankruptcy.

On May 14, 2012, Residential Capital LLC and certain of its
affiliates including GMAC Mortgage filed voluntary Chapter 11
petitions in the U.S. Bankruptcy Court for the Southern District
of New York.  GMAC has advised that the Bankruptcy Court entered a
final supplemental order granting it limited relief from the
automatic stay to permit non-Debtor parties in foreclosure and
eviction proceedings, borrower bankruptcy cases and title disputes
to assert and prosecute certain defenses, claims and
counterclaims.

Accordingly, in an April 3, 2013 order available at
http://is.gd/IhBQ4gfrom Leagle.com, Judge Tafoya modified the
order staying all proceedings against GMAC as a result of
Bankruptcy Case No. 12-1202(MG) to note that, to the extent the
Plaintiffs are seeking to invalidate or unwind the foreclosure
that has occurred, prevent GMAC Mortgage from evicting the
Plaintiffs from the property that is at issue in the Brackhahn v
Beals-Eder action, or have title to the property foreclosed upon
restored in their name, those claims may proceed to resolution in
the litigation and are not stayed by the automatic bankruptcy
stay.  All claims asserted by the Plaintiffs seeking monetary
damages are, however, stayed at the present time.

GMAC Mortgage is ordered to file a status report in the case
within 10 days of any relief from stay in the bankruptcy case.

                    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).


ROTECH HEALTHCARE: Chapter 11 Plan for Shareholders in Doubt
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rotech Healthcare Inc., the third-largest U.S.
provider of home respiratory equipment and services, may or may
not be sold to second-lien noteholders in exchange for debt, and
shareholders may or may not receive 10 cents a share.

The report recounts that Rotech's reorganization plan currently
calls for giving ownership to holders of $290 million in 10.5
percent second-lien notes in exchange for their debt.
Shareholders were to receive 10 cents a share, while trade
suppliers would be paid in full, if they agree to continue
providing credit.

But then, an official shareholders' committee was appointed, and
the panel attempted unsuccessfully to block $30 million in
financing while contending the company is worth substantially
more than the value implied by the debt exchange with noteholders.

According to the report, in the face of opposition to the plan,
shareholders were told the plan might be amended to delete payment
on the existing stock.  Rotech said it will file a modified plan
before the June 13 hearing for approval of the explanatory
disclosure statement.

Rotech didn't say how the plan will change.  Rotech also said it
will continue efforts to find a buyer in view of the "the
possibility that our shareholders will lose the 10 cents per share
that was negotiated prepetition."  Rotech said it has a
"steadfast" commitment to paying "trade creditors and vendors in
full."

The existing $23.5 million term loan would be paid in full, and
the $230 million in 10.75 percent first-lien notes will be
amended.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Grant
Thornton LLP as its financial advisor, and Buchanan Ingersoll &
Rooney PC as its Delaware counsel.


SABINE PASS: S&P Assigns BB+ Rating to $420MM & $1.08BB Facilities
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
project rating to Sabine Pass Liquefaction LLC's (SPL)
$420 million senior secured direct term loan facility and
$1.08 billion senior secured covered term loan facility, both
maturing in 2020.  Depending on the size of the covered facility
(a function of the participation of Korean banks), the size of the
direct facility could flex up or down so that the aggregate
issuance between the two is $1.5 billion.  Standard & Poor's also
affirmed its 'BB+' project rating on SPL's existing bonds and
senior secured term loan, which the project is upsizing to
$4.4 billion.  Total project debt of $8.9 billion will now consist
of a $4.4 billion term loan facility, $2 billion of 2021 bonds,
$1 billion of 2023 bonds, the $1.08 billion covered facility, and
the $420 million direct facility.  The issues are all pari passu.
The recovery rating on SPL's senior secured debt is '3',
indicating a meaningful (50% to 70%) recovery if a payment default
occurs.  At the same time, S&P notes that the $1.08 billion
covered facility is guaranteed by KEXIM and KSURE, and that on
review of the guarantee it could raise the issue's recovery
rating.  The outlook on all ratings is stable.

"The rating on SPL reflects our expectation of stable contracted
cash flow from creditworthy counterparties and strong debt service
coverage ratios (DSCR) for phases one and two," said Standard &
Poor's credit analyst Mark Habib.  At the same time, several
factors limit the rating, including development risk and
structural weaknesses in the debt service reserve fund (DSRF), the
nonconsolidation opinion (and a lower rated parent), and the
Blackstone Fund VI funding guarantee.  S&P also believes the
potential for pari passu expansion debt, although subject to
restrictions in the common terms agreement, could present
additional risk.

Debt repayment is supported by stable cash flows of about
$1.8 billion per year, generated from 20-year sale and purchase
agreements (SPAs) with BG Gulf Coast LNG LLC, Gas Natural
Aprovisionamientos SDG S.A., KOGAS, and GAIL (India) Ltd..  Under
S&P's conservative assumptions which assumes stresses to operating
costs and commodity bases, cash flow could fall to about
$1.5 billion to $1.6 billion.  S&P believes SPL will likely be
able to meet performance requirements, and that termination
conditions under the SPAs are unlikely to occur.

The new debt tranches require only minimal amortization and the
remaining debt is interest only.  As a result, S&P expects
mandatory debt service of about $700 million per year, and that
DSCRs will be more than 2x for the initial debt tenors.  However,
our ratings assume amortizing structures on refinancing through
maturity of the SPAs, with resulting debt service of about
$1 billion per year, and DSCRs averaging about 1.6x, and minimums
about 1.5x.  However, the project could refinance with
nonamortizing debt, subject to financial tests.  If that were to
happen, S&P could lower the ratings because a delay of debt
repayment would likely compress the amortization schedule, leaving
less contracted cash flow coverage and lowering the project's
minimum DSCRs.

Construction will use proven ConocoPhillips liquefaction
technology and will be performed under date-certain, fixed-price
engineering, procurement, and construction (EPC) contracts with
well-experienced contractor Bechtel Oil Gas & Chemicals Inc.
(BOGCI).  BOGCI has contractual incentives to achieve scheduled
completion and the construction budget has adequate contingency.
S&P believes operation and maintenance risk is manageable at the
rating level, and that the project will be able to get sufficient
gas from the robust U.S. natural gas supply market, and deliver it
via extensive pipeline connectivity across the Creole Trail
Pipeline.

"At the same time, our view of several factors constrains the
rating, including the 'B+' credit quality of its sole parent
Cheniere Energy Partners L.P. (CQP) because its current or future
creditors could want to break SPL's structural ring-fencing if CQP
is in distress.  Although SPL's project structure should provide
insulation from CQP's credit quality, CQP's guarantee of terminal
use payments to affiliate Sabine Pass LNG L.P. and its pledge of
rights under the unit purchase agreement with Blackstone to SPL
lenders could support an argument for substantive consolidation if
CQP files for bankruptcy, and therefore limit the project's
ratings separation.  Until the protections are affirmed in court,
there remains uncertainty as to whether the ring-fencing measures
will perform as intended.  Therefore, we limit the rating
separation to three notches to reflect uncertainty regarding the
project's bankruptcy remoteness if the parent files.  If the ring-
fencing protections were to survive a parent bankruptcy, we would
likely decouple the ratings and rate SPL based on its stand-alone
credit profile.  In our view, CQP's credit profile could improve
after construction when cash flow distributions from project
operations begin to improve the parent entities' financial
profile", S&P noted.

"We base the stable outlook on our assessment of current
construction arrangements and counterparty dependency assessments.
We consider an upgrade unlikely during construction, even as the
project gets fully financed and even if we upgrade the
counterparties, based on the construction, structural, business,
and financial risks.  We could lower the rating if the bank group
becomes a minority lender and retains control over additional debt
decisions without consent from the majority lenders; if major
construction problems result in significantly higher costs or a
delay in the schedule; if key counterparties' credit quality
deteriorates; or if the credit profile at CQP, which currently
caps the SPL rating, deteriorates.  We could also lower the rating
if the project proceeds with developing phase three and we view it
as having lower credit quality due to unexpected risks, weaker
counterparties, or a structure that leads to lower financial
performance.  After construction, we could raise the rating if
performance meets or exceeds our current expectations over the
debt's tenor and the reserve account is fully funded," S&P said.


SANUWAVE HEALTH: Had $5.4 Million Net Loss in First Quarter
-----------------------------------------------------------
SANUWAVE Health, Inc., reported a net loss of $5.36 million on
$201,234 of revenue for the three months ended March 31, 2013, as
compared with a net loss of $1.83 million on $238,540 of revenue
for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.33
million in total assets, $13.64 million in total liabilities and a
$11.31 million total stockholders' deficit.

"We are continuing to make strides in the approval process for our
dermaPACE(R) device in the treatment of diabetic foot ulcers,"
commented Joseph Chiarelli, chief executive officer of SANUWAVE.
"This past weekend, our Chief Medical Officer, Dr. Daniel
Jorgensen, led an investigator meeting that was well-attended by
representatives from 18 of the 20 clinical sites that will be
participating in the pivotal supplemental trial.  The enthusiasm
shown by the meeting attendees illustrates the medical community's
interest in our technology and in participating in this important
clinical study.  With the clinical sites trained and ready to
screen patients, we remain on-track to begin patient enrollment in
the second quarter."

Mr. Chiarelli continued, "In the first quarter, we focused on
conserving our cash while identifying options to increase our
financial position.  Through the support of existing shareholders,
we secured an aggregate $2.0 million in bridge financing, which
was completed in March 2013. These shareholders provided
additional funding in May 2013 via short-term promissory notes.
We anticipate that these funds will be used for the pivotal
supplemental clinical trial and general corporate purposes.  We
continue to work with our shareholders and other groups to secure
the amount of funds essential to complete our dermaPACE
supplemental trial and to achieve our goals."

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

                        http://is.gd/T13dlA

SANUWAVE Health has amended its registration statement relating to
the offering of up to $6,000,000 of units, each Unit consisting of
one share of common stock and a warrant to purchase up to an
additional _____ share of common stock.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "SNWV".  The last reported sale price of the
Company's common stock on May 14, 2013, on the OTC Bulletin Board
was $1.00 per share.  There is no established trading market for
the warrants.  A copy of the amended prospectus is available for
free at http://is.gd/nUsodf

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

SANUWAVE Health reported a net loss of $6.40 million on $769,217
of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.


SCHOOLCO REAL ESTATE: Case Summary & 2 Unsecured Creditors
----------------------------------------------------------
Debtor: Schoolco Real Estate, Ltd.
        P.O. Box 366
        Argyle, TX 76226

Bankruptcy Case No.: 13-41322

Chapter 11 Petition Date: May 24, 2013

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

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

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

A list of the Company's two largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/txeb13-41322.pdf

The petition was signed by William J. Vesterman, sole member of
general partner.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Main Street Schools, LLC               13-40615   03/07/13


SEDGWICK CLAIMS: Moody's Assigns B2 CFR After Recap Announcement
----------------------------------------------------------------
Moody's Investors Service assigned B2 corporate family rating and
probability of default ratings to Sedgwick Claims Management
Services, Inc., and has assigned B1 ratings to its proposed first-
lien revolving credit facility and term loan and a Caa1 rating to
its proposed second-lien term loan.

The rating outlook for Sedgwick was changed to negative from
stable reflecting higher financial leverage following its proposed
recapitalization, which includes a sizeable dividend to
shareholders.

Ratings Rationale:

"Sedgwick has a strong market position in claims management
services with a diverse customer base and a fairly stable earnings
profile. However, the proposed transaction is credit negative
because it increases the company's financial leverage
significantly, which constrains its credit profile," said Enrico
Leo, Moody's lead analyst for Sedgwick. Adjusted debt-to-EBITDA is
expected to increase from current levels (6.4x as of December 31,
2012), but Moody's expects the company will pay down debt from
free cash flow, with adjusted debt-to-EBITDA declining to between
6.0 and 6.5x over the next 12-18 months.

Sedgwick's ratings reflect its status as a market leader in the
claims management sector with expertise in workers' compensation
claims, its diverse customer base, product line, geographic spread
and its strong historic organic revenue growth. As a service
provider to insurance companies and self-insured entities,
Sedgwick also benefits from a fairly stable earnings profile, due
to the relatively high switching costs faced by customers, a
stable cost structure, and the lack of exposure to insurance
underwriting risk.

Offsetting these strengths is the company's substantial financial
leverage, leading to a low level of financial flexibility and weak
net profitability, and low interest and fixed charge coverage. In
addition, some uncertainty exists regarding Sedgwick's long term
capital targets given the company's ownership by private equity
firms who tend to favor high levels of debt in the capital
structure. The company also faces execution and integration risks
associated with acquisitions.

During 2012, Sedgwick experienced higher than anticipated
integration costs from its 2011 acquisitions, particularly SRS,
which hampered free cash flow and de-leveraging efforts. While the
company's historic organic growth levels were challenged as a
result of benign U.S. claim frequency trends from the U.S.
economic recession, improvement in the economy should benefit
future revenue growth levels.

The proposed financing includes a $60 million first-lien revolving
credit facility (rated B1, expected to be undrawn at closing), an
$850 million first-lien term loan (rated B1) and a $285 million
second-lien term loan (rated Caa1). Proceeds from the new
facilities will be used to repay existing credit facilities of
Sedgwick, a dividend to shareholders, and to pay related fees and
expenses. Upon closing of the new financing and repayment of the
existing facilities, Moody's will withdraw Sedgwick's existing
ratings, including its B1 first-lien and Caa1 second-lien facility
ratings.

Moody's cited the following factors that could lead to a stable
rating outlook for Sedgwick: (i) lower financial leverage (i.e.
adjusted debt-to-EBITDA ratio below 6.5x), (ii) adjusted free cash
flow-to-debt ratio of 3% or better, and (iii) adjusted (EBITDA
minus capex) interest coverage of 2x or better. Conversely, the
following factors could lead to a downgrade: (i) adjusted debt-to-
EBITDA ratio over 6.5x for a sustained period, (ii) adjusted free
cash flow-to-debt ratio below 2%, or (iii) adjusted (EBITDA minus
capex) interest coverage remaining below 1.5x.

Moody's has assigned the following ratings (and loss given default
(LGD) assessments) at Sedgwick Claims Management Services, Inc.:

  Corporate family rating B2;

  Probability of default rating B2-PD;

  $60 million first-lien revolving credit facility B1 (LGD3, 33%);

  $850 million first-lien term loan B1 (LGD3, 33%);

  $285 million second-lien term loan Caa1 (LGD5, 84%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers & Service Companies,
published in February 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.

Sedgwick is one of the largest claims service providers in the
United States. The company processes claims for a wide range of
insurance product lines including workers' compensation, general
liability, and disability. For 2012, the company generated
revenues of $1.2 billion.


SEDGWICK CLAIMS: S&P Lowers Counterparty Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit rating on Sedgwick Claims Management Services
Inc. to 'B' from 'B+' and lowered its first-lien debt rating to
'B+' from 'BB-' and its second-lien debt rating to 'CCC+' from
'B-'.  The outlook is stable.

"The rating action reflects the expected increase in debt usage
and our opinion that the company's future financial policy may be
somewhat more aggressive," said Standard & Poor's credit analyst
Robert Green.  "Other than refinancing the existing first- and
second-lien term loans, we expect most remaining proceeds to be
paid as a dividend to the company owners.  Pro-forma total
obligations to EBITDA are greater than 6x and fixed-charge
coverage is less than 3x.  Although the company's intent is to pay
down debt to more historical levels, that goal is in potential
conflict with the fact that Sedgwick is an acquisitive company.
As such, potential near-term debt repayment and cash-flow coverage
gains may not translate into sustained improvements in leverage
and coverage.  Our recovery ratings of '2' for the first-lien term
loan and '6' for the second-lien term loan remain the same and
correspond to respective counterparty credit and debt ratings.
Substantial amounts of goodwill also diminish the company's
financial risk profile.  Goodwill plus other intangibles were
$1.4 billion as of Dec. 31, 2012, compared with equity of
$471 million.  We expect equity on a pro-forma basis to decline to
about $195 million in second-quarter 2013".

The stable outlook reflects Sedgwick's strong competitive position
and low volatility revenue and cash-flow growth.  The company's
aggressive acquisition strategy and its highly leveraged capital
structure offset these positives.  Although Sedgwick's leverage
and coverage metrics may improve somewhat during the next 12 to 24
months, because of the company's acquisition strategy and
preference for debt capital, S&P do not believe these improvements
are necessarily sustainable.

S&P may lower the ratings if operational weakening and/or business
conditions result in EBITDA margins falling and remaining less
than 14%, or if the company falls within 10% of a financial
covenant.  Also, acquisitions of businesses outside of
management's core competencies could lead to a downgrade.  S&P
could raise the rating if Sedgwick shows sustainable improved
earnings and leverage metrics.  S&P do not believe this is likely
to occur in the next 12 months.


SEWELL BROTHERS: Case Summary & 3 Unsecured Creditors
-----------------------------------------------------
Debtor: Sewell Brothers Land Company, LLC
        3311 Line Avenue
        Shreveport, LA 71104

Bankruptcy Case No.: 13-11260

Chapter 11 Petition Date: May 24, 2013

Court: United States Bankruptcy Court
       Western District of Louisiana (Shreveport)

Judge: Stephen V. Callaway

Debtor's Counsel: Robert W. Raley, Esq.
                  RALEY & ASSOCIATES
                  290 Benton Road Spur
                  Bossier City, LA 71111
                  Tel: (318) 747-2230
                  Fax: (318) 747-0106
                  E-mail: rraley52@bellsouth.net

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

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

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/lawb13-11260.pdf

The petition was signed by Patrick Sewell Sr., member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Petal Ventures-Acadian Square, LLC     13-00607   2/26/2013


SOLAR POWER: Incurs $3.1 Million Net Loss in First Quarter
----------------------------------------------------------
Solar Power, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.14 million on $1.76 million of total net sales for the three
months ended March 31, 2013, as compared with a net loss of $1.09
million on $26.29 million of total net sales for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $152.26
million in total assets, $131.07 million in total liabilities and
$21.19 million in total stockholders' equity.

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

                        http://is.gd/pKAsXK

                         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.

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.


SOTERA DEFENSE: Moody's Changes Ratings Outlook to Negative
-----------------------------------------------------------
Moody's Investors Service changed the rating outlook of Sotera
Defense Solutions, Inc. to Negative from Stable. Concurrently, all
ratings, including the Caa1 Corporate Family Rating, have been
affirmed. A weakened liquidity profile drove the rating change.

Rating Outlook:

To Negative from Stable

Ratings affirmed:

Corporate Family Rating, Caa1

Probability of Default, Caa1-PD

$28 million first lien revolver due 2016, B3, LGD3, 39%

$215 million first lien term loan due 2017, B3, LGD3, 39%

Ratings Rationale:

The Negative rating outlook reflects slim cushion under the
leverage test of Sotera's bank credit facility, even in advance of
step-downs in test levels. Despite relaxing the facility's
covenant test schedule through a December 2012 amendment, a
covenant breach is possible this year unless performance
materially improves. Budgetary pressures and sequestration have
made the federal procurement process less fluid, which in turn
challenges backlog and revenue growth. Sotera's Engineered
Solutions ("ES") segment additionally faces pressure from the wind
down of US military operational tempo over 2013-2014. Turnover
within Sotera's executive management team (CEO search underway and
new CFO hired in Q3-2012) since the April 2011 buy-out may pose
challenges to quickly executing operational initiatives, which
informs the negative rating outlook as well.

The Caa1 Corporate Family Rating has been affirmed. The rating
incorporates weak financial leverage and interest coverage
measures (debt to EBITDA > 9x, EBIT/interest < 1x at Q1-2013,
Moody's adjusted basis, which consolidates unguaranteed, holdco
debt). Free cash flow generation has nonetheless been and could
continue better than these credit measures suggest. Low asset
intensity and pay-in-kind interest on the holdco debt help cash
flow potential. The rating recognizes that Sotera's Technology &
Intelligence Services ("TIS") segment is focused on serving the US
intelligence community, where funding levels should be resilient
in coming years despite an overall pressure on defense and federal
discretionary budgets. Although the company's total backlog has
remained flat over the past year, funded backlog at Sotera's TIS
segment has risen which could drive year-over-year revenue growth
across Q2-Q4 2013, helping sustain covenant compliance. Many
federal agencies slowed orders through the first 8 months of the
government's FYE 9/30/13 since budget positions were unclear and
the continuing resolution authority that was in place inhibited
entering new contracts. Following the budget authority legislation
of March 2013 and approaching end of the FY13 some of those
agencies may soon rush to obligate funding -- which could quickly
boost Sotera's revenue run rate. Low debt amortization scheduled
through 2017 also supports liquidity.

The rating would be downgraded in absence of strengthening credit
statistics, or a with a continued weak liquidity profile-- such as
if sustained covenant compliance becomes highly doubtful. The
rating outlook could be stabilized with expectation of debt to
EBITDA closer to 8x, free cash flow to debt in the mid-single
digit percentage range, and an adequate liquidity profile. A
rating upgrade would follow a meaningful degree of funded and
total backlog growth, expectation of debt to EBITDA below 7x and
free cash flow to debt approaching 10%.

The principal methodology used in this rating was the Global
Aerospace and Defense Methodology published in June 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.

Sotera Defense Solutions, Inc., headquartered in Herndon,
Virginia, provides mission-critical technology-based systems,
solutions and services for national security agencies and programs
of the U.S. government. Revenue base in 2012 were $356 million.
The company is majority-owned by an affiliate of Ares Management
LLC.


SOUND SHORE HEALTH: To Seek Bankruptcy; Montefiore Buying Hospital
------------------------------------------------------------------
Barbara Benson, writing for Crain's New York Business, reports
that Montefiore Medical Center announced it will purchase
Westchester, N.Y.-based Sound Shore Health System's buildings and
other assets, assume certain liabilities and provide funding while
Sound Shore is in bankruptcy proceedings.  Montefiore plans to
keep open and operate Sound Shore's two hospitals in Mount Vernon
and New Rochelle, as well as its nursing home.

Crain's notes Sound Shore is to file for Chapter 11 bankruptcy
protection.  Crain's says the proposed transaction with Montefiore
needs bankruptcy court and New York state Department of Health
approvals.  Sound Shore and Montefiore did not disclose financial
details of the transaction, which they said could be completed by
the end of the year.

Crain's Ms. Benson notes that Montefiore recently acquired
bankrupt New York Westchester Square Medical Center.  Earlier in
May, negotiations between Westchester Medical Center and the Sound
Shore Health System broke off after Westchester Medical ended the
merger talks.  The Sound Shore system was facing a $3 million to
$5 million year-end loss when talks with Westchester Medical began
in December.


SPENDSMART PAYMENTS: Incurs $5.4-Mil. Net Loss in March 31 Qtr.
---------------------------------------------------------------
The Spendsmart Payments Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss and comprehensive loss of $5.42 million on $298,686 of
revenues for the three months ended March 31, 2013, as compared
with a net loss and comprehensive loss of $3.16 million on
$282,339 of revenues for the same period a year ago.

For the six months ended March 31, 2013, the Company incurred a
net loss and comprehensive loss of $6.56 million on $546,182 of
revenues, as compared with a net loss and comprehensive loss of
$7.41 million on $517,515 of revenues for the same period during
the prior year.

The Company's balance sheet at March 31, 2013, showed $2.77
million in total assets, $1.82 million in total liabilities, all
current, and $947,763 in total stockholders' equity.

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

                       http://is.gd/FvNL66

San Diego, Calif.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Company's balance sheet at March 31, 2013, showed
$2.77 million in total assets, $1.82 million in total current
liabilities, and stockholders' equity of $947,763.


STANFORD GROUP: SEC Advocates for SIPC Protection of Victims
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Securities and Exchange Commission made
several technical arguments at the end of last week aimed at
persuading a federal appeals court to force the Securities
Investor Protection Corp. to cover losses by investors in the R.
Allen Stanford Ponzi scheme.

The report recounts that the SEC sued SIPC in December 2011 in
U.S. District Court in Washington, asking the court to force SIPC
to take over the liquidation of Stanford's brokerage firm,
Stanford Group Co.  The district judge ruled against the SEC,
concluding that investors in the $7 billion fraud don't qualify
for receiving payments on their claims from the SIPC fund
generated with assessments on the brokerage community.  Instead,
the district judge concluded that Stanford's victims should be
paid only from recoveries realized from a receivership pending in
U.S. District Court in Texas.  The SEC appealed to the Circuit
Court of Appeals in Washington.

According to the report, the SEC's reply brief last week was in
response to SIPC's arguments supporting the district court ruling.
The SEC's technical arguments include the notion that the
district court should have given "deference" to the agency's
conclusions that a SIPC proceeding was appropriate for Stanford.
The commission also argues that the district court employed
the wrong standard in deciding if facts warrant opening a SIPC
proceeding. The lower "probable cause" rather than the higher
"preponderance of the evidence" standard should have been
employed, according to the SEC.

The report notes that if the SEC prevails, it doesn't mean that
Stanford victims will be paid by SIPC.  The commission recognizes
that if a SIPC proceeding begins, the bankruptcy court still must
decide whether each victims is a "customer" of a brokerage
entitled to payment from the SIPC fund.

The SEC, the report discloses, contends SIPC is taking too narrow
an interpretation of who is a "customer."  SIPC takes the position
that Stanford's investors were customers of an offshore Stanford
bank, not customers of the Stanford brokerage.  Only brokerage
customers are covered by the SIPC fund, SIPC contends.  The SEC in
response contends that Stanford was conducting a thoroughgoing
Ponzi scheme where no attention was paid to corporate formalities.
Although the victims on paper may have made deposits with a bank,
the scheme in substance amounted to deposits with a broker, thus
giving the victims status as customers, according to the SEC.

The appeal is Securities and Exchange Commission v.
Securities Investor Protection Corp., 12-5286, U.S. Court of
Appeals for the District of Columbia Circuit (Washington).

                    About Stanford Group

The Stanford Financial Group was a privately held international
group of financial services companies controlled by Allen
Stanford, until it was seized by United States (U.S.) authorities
in early 2009.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
served more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The case in district court was Securities and Exchange Commission
v. Securities Investor Protection Corp., 11-mc-00678, U.S.
District Court, District of Columbia (Washington).

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.


STRATUS MEDIA: Incurs $2.5 Million Net Loss in First Quarter
------------------------------------------------------------
Stratus Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.48 million on $71,667 of total revenues for the
three months ended March 31, 2013, as compared with a net loss of
$307,168 on $159,542 of total revenues for the same period a year
ago.

The Company's balance sheet at March 31, 2013, showed $2.18
million in total assets, $21.92 million in total liabilities and a
$19.73 million total shareholders' deficit.

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

                        http://is.gd/A6HUFe

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


SUNY DOWNSTATE MEDICAL: Sustainability Plan Unveiled
----------------------------------------------------
Barbara Benson, writing for Crain's New York Business, reports
that State University of New York officials on May 28 unveiled a
plan to keep their Brooklyn medical school afloat by creating a
new integrated health network in the borough.  Crain's notes
financially-strapped SUNY Downstate Medical Center faced a June 1
legislative deadline to submit a sustainability plan to the state
health and budget departments, for implementation by June 15.  The
report says Downstate's goal has been to preserve its medical
school, which SUNY officials said holds a unique position in how
it trains minority doctors that tend to stay in New York, and in
Brooklyn itself, to practice medicine. To meet that goal, they
acknowledged that the school's teaching hospital, University
Hospital of Brooklyn, must downsize, and its Long Island College
Hospital campus must be jettisoned.

According to the Plan, SUNY requests:

     1. A transition period for a restructured UHB to continue to
operate under SUNY auspices, with benefits offered by the new Flex
legislation, and continued State support; and

     2. The creation by the State of a new Brooklyn Health
Improvement public benefit corporation that will 1) support, in
part, the formation of a Brooklyn-based provider network to
position member organizations for the changing healthcare
environment; 2) serve as a strong academic network for Downstate
Medical Center; and 3) allow UHB to become a smaller, more
efficient hospital.

A slide presentation of the Plan is available at
http://is.gd/uaNGzG


SYNAGRO TECHNOLOGIES: S&P Withdraws 'D' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'D'
corporate credit rating on Synagro Technologies Inc.

"The 'D' ratings on Synagro reflected its filing for Chapter 11
bankruptcy protection on April 24, 2013," said Standard & Poor's
credit analyst James Siahaan.  "Pursuant to Section 363 of the
U.S. bankruptcy code," he added, "Synagro has proposed a sale of
substantially all of its assets to EQT Infrastructure II, an
investment fund of private equity group EQT Partners."


TEMPLE UNIVERSITY: Fitch Cuts Ratings on $524.39MM Bonds From BB+
-----------------------------------------------------------------
Fitch Ratings has downgraded the rating on the following series of
bonds issued by the Hospitals and Higher Education Facilities
Authority of Philadelphia, Temple University Health System
(Temple, or TUHS) Obligated Group to 'BB+' from 'BBB-', consisting
of:

-- $311,105,000 series 2012A and B;
-- $213,293,000 series 2007 A and B.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a pledge of gross revenues of the
obligated group, mortgages on certain properties of the obligated
group, and a debt service reserve fund. The obligated group
represents approximately 94% of the assets and 99.9%% of the
revenues of the consolidated system. Fitch reports on the
performance of the consolidated system.

KEY RATING DRIVERS

SIGNIFICANT OPERATING LOSS YEAR TO DATE: The downgrade to 'BB+' is
based on the large operating loss of $59.3 million (negative 6%
operating margin) for the nine-month interim period ended March
31, 2013. The decline in operating performance is the result of a
slower than anticipated ramp-up of volumes from the recruitment of
physicians to Temple University Hospital (TUH) and the difficulty,
over the short term, to reduce the length of stay associated with
the resulting increase in acuity, lower than budgeted volumes at
Jeanes Hospital and Fox Chase Cancer Center, and the cost of the
professional liability program.

SLIM COVERAGE: The system's debt coverage of maximum annual debt
service (MADS) of $38.9 million by EBITDA is weak at 0.9x for the
interim period, though debt load remains manageable with MADS at
3% of system revenues. Based on what is a reported breakeven
performance thus far through the fourth quarter of 2013 and
barring any unforeseen audit adjustments, management expects to
exceed its 1.10x coverage of annual debt service (ADS) of $31.4
million for the 2013 fiscal year, ended June 30. A violation of
the 1.10x rate covenant requires engagement of a consultant call-
in and failure to meet 1.0x ADS coverage is an event of default.

SYSTEM STRATEGY TAKING LONGER TO IMPLEMENT: Fitch still views
management's strategic vision favorably, which includes recruiting
high-caliber physicians to TUH, increasing its ambulatory network
in the suburban market and affiliating with Fox Chase to improve
the payor mix. However, the benefits from these initiatives are
not likely to be realized in the very near term.

ESSENTIALITY OF INSTITUTION: TUHS's flagship facility - TUH -
serves both as a provider of high-end tertiary and quaternary
services and as a de facto safety net hospital. As such, its
continued viability is of critical importance to the greater
Philadelphia market, which has been reflected in the significant
support the institution has been receiving in the form of
supplementary revenues.

RELIANCE ON SUPPLEMENTARY PAYMENTS: Because of the high
concentration of Medical Assistance patients, TUHS is highly
dependent on supplementary governmental revenues, which tend to be
volatile and are subject to fiscal pressures, but thus far have
been relatively stable. Management is working closely with the
state and city to assure a sufficient level of support, but also
needs to continue to transform its care delivery to offset what
may be a potential reduction in these payments.

RATING SENSITIVITIES

MEETING DEBT SERVICE COVERAGE: Coverage at or below 1.0x would be
an event of default and TUHS's cushion in meeting this ratio is
currently thin. An event of default situation would likely result
in further downward rating action. ADS coverage through the nine
months ended March 31, 2013 was 1.1x; however, based on projected
financial performance assuming breakeven performance (achieved in
March and April) for the fourth quarter, TUHS would end fiscal
2013 with 1.49x ADS coverage.

IMPLEMENTATION OF STRATEGIC VISION: Fitch expects the system to
execute on its strategic vision, which should lead to positive
bottom line financial performance over the next two years. The
failure to stem the losses leading to continued slim coverage or a
material decline in liquidity would likely lead to further
downward rating pressure.

CREDIT PROFILE
The rating action to downgrade TUHS to 'BB+' from 'BBB-' is based
on the large operating loss reported for the third quarter of
fiscal 2013 ended March 31. The system reported operating loss of
$59.3 million, equal to a negative operating margin of 6% and an
essentially breakeven operating EBITDA margin of 0.1%. While Fitch
anticipated an operating loss in the current fiscal year of
approximately $12 million based on projections provided at the
time of the issuance of the series 2012A and B bonds, the loss
reported for the third quarter significantly exceeded projections.

The major reasons for the year-to-date loss include slower than
anticipated progress in the implementation of the new strategic
vision, as well as some unanticipated one-time increase in
expenses. Temple has been actively recruiting high-caliber
physicians to its TUH campus, which should lead to higher
profitability based on the better payor mix profile of these
higher acuity patients. A total of 66 physicians have been
recruited to date in this fiscal year and have brought in patients
who would historically not have chosen Temple, and an additional
44 physicians are committed to join in the next year. The heart
and lung transplant programs are now fully accredited and a total
of 94 transplants have been performed through the third quarter.

Onboarding of the new physicians is initially costly and Temple
has yet to succeed in reducing the length of stay resulting from
the higher acuity. Management reports that average length of stay
(ALOS) needs to be brought down from the current 5.4 days to 5.1
days in order to positively impact profitability. Also, the ramp-
up of practices of the newly recruited physicians took longer than
expected, with the full impact only starting in the third quarter.
Also negatively affecting year-to-date results was the need to
raise the professional liability costs for cases for which the
costs could only be quantified, and thus expensed, this year.
Management expects the professional liability expense to be
approximately $21 million higher for fiscal 2013, which was not
budgeted for.

Part of the new vision was the affiliation with Fox Chase, with
the goal of extending and and strengthening TUHS' market share in
areas with more privately insured patients. Fox Chase has a 65%
commercial payor mix and the initial plan was to more closely
integrate Fox Chase, which shares a campus with and is physically
connected to Jeanes Hospital, and make use of excess capacity at
Jeanes to provide more private beds for the capacity constrained
Fox Chase. A change in leadership at Fox Chase, which has resulted
in the temporary loss of several physicians, now reversed, and an
effort to take more time to rethink the redesign of the Jeanes Fox
Chase campus, combined with lower than budgeted Jeanes census, has
also contributed to the operating loss. Temple has named an acting
CEO for Fox Chase, recruited a highly credentialed Physician in
Chief and Interim Cancer Center Director from the University of
Rochester School of Medicine, and a permanent CEO is expected to
be named in the very near future.

A success has been the expansion of the TUHS ambulatory network in
the northern Philadelphia suburbs bordered by the Schuylkill and
Delaware rivers, which Temple is developing as its market from
which to draw more private-paying patients to offset the high
medical assistance patient base at its TUH location. Three urgent
care centers have already been opened and a fourth one is expected
to open this summer. The urgent care centers are highly utilized,
see a high proportion of private patients and have the potential
to generate referrals to TUH.

The need for supplementary payments is essential for the
organization and the support in fiscal 2013 was stable. However,
some support for the next fiscal year is still subject to
appropriations, and supplementary payments are projected to trend
down as a result of both reductions in disproportionate share
payments and state budgetary cuts. Temple management is working
closely with the governor's office to seek additional support for
this fiscal year and to offset the potential reduction in
payments, but no assurances can be given at this time as to the
ultimate success. Therefore, it is essential that the system is
able to further reduce the cost to treat patients in order to
stave off further profitability declines.

The system's coverage of MADS by EBITDA through the third quarter
of 2013 is a slim 0.9x (the calculation includes $4.8 million of
non-preferred appropriations, which the TUHS loan documents permit
in the inclusion of net available for debt service). Coverage of
ADS, on which the TUHS rate covenant is based, was 1.1x.
Management reports that the losses at essentially all of the
system divisions were trending down as the year progressed and
that both March and April produced breakeven bottom-line
performance. As such, at this time management expects to meet or
exceed the 1.10x ADS based rate covenant for fiscal 2013. The
system's debt load remains relatively manageable at MADS equal to
3% of revenues, lower than the 'BBB' median of 3.3%.

Despite the poor operating performance, the system's liquidity,
while light, remained essentially unaffected. Cash and
unrestricted investments of $347.8 million at March 31, 2013
translate to 94.6 days cash on hand (DCOH), cushion ratio of 8.9x,
and cash equal to 64.9% of debt, which are higher than Fitch's
'BB' category medians of 75.3 DCOH, 4.7x cushion ratio and 55.6%
cash to debt, respectively. Fitch expects that liquidity may
decline somewhat in 2014 if Temple is not able to limit capital
spending, which in 2014 includes the implementation of an
electronic health record at TUH, to depreciation expense,
estimated at approximately $57 million. Additional funds for the
$94 million fiscal 2014 capital plan include $50 million of the
unspent new money from the 2012 issuance, with $20 million
earmarked for the construction of a parking facility at TUH and
additional funds available for the Jeanes Fox Chase integration,
once final decision on the redesign is made.

Fitch's Stable Outlook is based on the expectation that the
physician recruitment, coupled with a more aggressive
implementation of a reduction in ALOS and cost containment, will
reduce operating losses over the next couple of years and produce
a financial profile consistent with the upper 'BB' rating category
medians without materially reducing the liquidity position.

TUHS is a Philadelphia-based health care system, whose sole member
is Temple University. Following the issuance of the series 2012
bond issue, part of which funded the affiliation with Fox Chase
Cancer Center, the TUHS obligated group includes Temple University
Hospital (TUH), a 714-bed teaching hospital and the system's
flagship hospital, Jeanes Hospital, a 176-licensed bed community
hospital located in a residential area in northeast Philadelphia,
and the adjoining 100-bed Fox Chase Cancer Center, one of only 41
National Cancer Institute designated Comprehensive Cancer Centers
in the nation. TUHS covenants to provide timely annual quarterly
financial and operating data to MSRB's EMMA system.


TEREX CORP: Credit Quality Gains Prompt Moody's to Lift CFR to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded Terex Corporation's CFR to B1
from B2, its PDR to B1-PD from B2-PD, its senior secured revolver
and term loan to Ba1 from Ba2, its senior unsecured debt ratings
to B2 from B3, and its convertible senior subordinated note rating
to B3 from Caa1. Terex International Financial Services Company's
Euro denominated term loan was also upgraded to Ba1 from Ba2.

The rating upgrades reflect the view that the company's
performance has improved meaningfully over the last few years and
should continue to strengthen. Terex's Speculative Grade Liquidity
rating has also been upgraded to SGL-2 from SGL-3 reflecting the
company's good liquidity profile. The rating outlook is stable.

Terex's rating upgrade reflects the improvement in the company's
credit quality due to recent years' balance sheet focus, improved
geographic and product diversity, ongoing expense reduction, and
good liquidity. The combination of EBITDA growth and debt
reduction has driven an improvement in debt to EBITDA to 4.5 times
on an LTM basis from approximately 7 times for 2011, and from a
much higher level in 2010. The upgrade also reflects Moody's
expectation that Terex's financial metrics will strengthen its
position in the B1 rating category with additional deleveraging to
under 4 times within the next 18 months.

The following ratings have been upgraded:

Terex Corporation

Corporate Family Rating, B1 from B2

Probability of Default Rating, B1-PD from B2-PD

Senior Secured Revolver, Ba1 (LGD2-12%) from Ba2 (LGD2-16%)

Senior Secured Term Loan, Ba1 (LGD2-12%) from Ba2 (LGD2-16%)

6.5% Senior Unsecured Notes, B2 (LGD5-73%) from B3 (LGD4-68%)

6.0% Senior Unsecured Notes, B2 (LGD5-73%) from B3 (LGD4-68%)

4.0% Convertible Senior Subordinated Notes, B3 (LGD6-96%) from
Caa1 (LGD6-95%)

Senior Unsecured Shelf, (P)B2 from (P)B3

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

The rating outlook was changed to Stable from Positive.

Terex International Financial Services Company

Senior Secured Term Loan (EUR), upgraded to Ba1 (LGD2-12%) from
Ba2 (LGD2-16%)

The rating outlook was changed to Stable from Positive.

Rating Rationale:

Terex's B1 Corporate Family Rating reflects the company's large
scale, product variety, diversified end markets in both the United
States and Europe, strong position within many of its market
segments, good interest coverage and positive free cash flow
generation. The company's ratings are constrained by the highly
cyclical nature of its industry and the high level of leverage for
its rating category even after its recent debt reduction. The
stable outlook reflects the expectation for modest improvement in
credit metrics over the next 12 to 18 months with demand for
materials handling equipment continuing to be constrained by the
rate of growth in new capital projects. Further, Moody's expects
that while leverage will remain high, the company's position in
the B1 rating category should be bolstered by sales growth and
margin expansion. Moody's considers Terex to have a good liquidity
profile with its $500 million revolver, expectation for good
cushion under its financial covenants, significant cash balance
and manageable debt maturities over the next 12 to 18 months.

The stable outlook reflects the expectations that the company has
room to improve its credit quality within the B1 rating category
and is unlikely to outgrow the current rating over the short term.
Moody's continues to believe that the short term performance of
its European operations could be a negative factor that contains
the rate of improvement until such time as there is a meaningful
recovery in Europe. Over the long term, Moody's believes the
material handling and port solutions should help strengthen Terex
credit quality through greater product diversity and improved
geographic diversity.

The ratings or outlook could be upgraded if the company's leverage
improves to under 3.5 times on a sustainable basis and EBITDA to
interest improves over 3.5 times also on a sustained basis.

The stable outlook could come under pressure or the ratings could
be downgraded if the company's cash flow turned negative so that
leverage was anticipated to increase. Contracting sales, a
shrinking backlog, or weakening margins could also create
downwards rating pressure. EBITDA to interest sustained under 2.5
times, or Debt to EBITDA sustained above 4 times could result in a
change in outlook or even the rating if deemed to be weakening.
Weak free cash flow or a weakening of the company's liquidity
could also pressure its rating.

The principal methodology used in this rating was the Global Heavy
Manufacturing Rating Methodology published in November 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.

Terex Corporation, headquartered in Westport, CT, is a diversified
global manufacturer with sales to the construction, mining,
utility and other end markets. It operates in five segments:
Aerial Work Platforms, Construction, Cranes, Material Handling &
Port Solutions, and Materials Processing. The largest of these are
the AWP and the Cranes segments. Total revenues for 2013 were over
$7 billion.


TRANS ENERGY: Presented at The Las Vegas Money Show
---------------------------------------------------
Trans Energy, Inc., presented at The Las Vegas Money Show being
held at Caesars Palace in Las Vegas, Nevada.  Speaking on behalf
of Trans Energy were Stephen P. Lucado, Chairman of the Board, and
John G. Corp, President.

The presentation focused on the Company's development efforts in
the Marcellus Shale, specifically in Marion, Marshall, Tyler and
Wetzel counties in Northern West Virginia.  The presentation
covered the following topics:

   * General information about Trans Energy, Inc.
   * Discussion of drilling results
   * Production history and future drilling plans
   * Wet gas economics
   * SEC Reserves
   * Debt financing ? Credit Agreement
   * Other information

Steve Lucado, Chairman of Trans Energy, Inc, said, "The Las Vegas
Money Show provides us with an opportunity to further highlight
the success of our Marcellus Shale drilling program, as well as
the upside potential that we believe Trans Energy stock provides
today's investor.  The liquids rich area of the Marcellus Shale is
considered by many to be the most economic natural gas play in the
country today.  Even in a four dollar natural gas environment,
recent well results suggest that internal rates of return between
45 percent and 60 percent can be achieved from the drilling
program.  We are delighted that we have the opportunity to talk
about this recent success with the attendees at The Las Vegas
Money Show."

A summary of the presentation made at The Las Vegas Money Show is
included as an exhibit to this report.  Persons desiring
additional information may visit Trans Energy's Web site at
http://www.transenergyinc.com.

A copy of the presentation is available for free at:

                        http://is.gd/6sB6qF

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.


UNI-PIXEL INC: Goldberg Capital Held 5.2% Stake at May 10
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Goldberg Capital Management disclosed that, as of
May 10, 2013, it beneficially owned 631,010 shares of common stock
of Uni-Pixel Inc. representing 5.25 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/3vbj2S

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $19.40 million in total
assets, $693,193 in total liabilities and $18.71 million in total
shareholders' equity.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.


UNIGENE LABORATORIES: Amends Letter Agreement with Victory Park
---------------------------------------------------------------
Unigene Laboratories previously entered into a letter agreement
with Victory Park Management, LLC, as agent for Victory Park
Credit Opportunities, L.P., Victory Park Credit Opportunities
Intermediate Fund, L.P., VPC Fund II, L.P., and VPC Intermediate
Fund II (Cayman), L.P., pursuant to which the Lenders agreed to
re-loan to Unigene:

    (a) $500,000 of the Nordic sale proceeds used to make a
        mandatory prepayment of the Lender's notes as soon as
        reasonably practicable after such mandatory prepayment of
        the notes; and

    (b) the remaining amount of the sale proceeds used to make a
        mandatory prepayment of the notes following the execution
        and delivery of an agreement among Unigene, the Agent, the
        Jaynjean Levy Family Limited Partnership and Jean Levy
        regarding the affiliate indebtedness, which agreement
        will be in form and substance acceptable to the Agent in
        its sole discretion.

On May 14, 2013, Unigene, the Agent and the Lenders entered into
an amended and restated version of the Letter Agreement that,
among other things, clarified that the conversion price of the
existing notes held by the Lenders will not be adjusted under
Section 2(e) of those notes solely as a result of the issuance and
delivery of the promissory notes evidencing the re-loan of the
Nordic sale proceeds.

On May 14, 2013, the Company issued to VPC Fund II, L.P., upon the
terms and conditions stated in the Second Amendment to Amended and
Restated Financing Agreement, by and among the Company, the Agent
and the Lenders, a senior secured convertible note in the
aggregate principal amount of $500,000.  The maturity date of the
Re-Loan Note is June 7, 2013.  The Re-Loan Note will accrue
interest at a rate per annum equal to the greater of:

   (x) the prime rate (announced by Citibank N.A. from time to
       time) plus 5 percent and (y) 15 percent, which, in the
       absence of an event of default, accrued and unpaid interest
       due and payable with respect to the Re-Loan Note will,
       instead of being required to be paid in cash, shall be
       capitalized and added to the outstanding principal balance
       of the Re-Loan Note payable on the maturity date; provided,
       however, in the event of a default, the Re-Loan Note will
       accrue interest at the default interest rate per annum
       equal to 18 percent.

The Re-Loan Note is convertible into shares of common stock of the
Company, par value $0.01 per share, at the lender's option.  The
initial conversion rate for the Re-Loan Note is calculated by
dividing the sum of the principal to be converted plus all accrued
and unpaid interest thereon by $0.09 per share.  The conversion
rate under the Re-Loan Note is subject to adjustment, including a
reduction in the conversion rate in the event the Company issues
certain shares of Common Stock at a purchase price less than the
then current conversion price in the future.

Re-Issue Notes

As previously disclosed, on May 7, 2013, Unigene, Nordic, entered
into an equity transfer agreement, pursuant to which Nordic agreed
to purchase Unigene's entire ownership interest in a Swiss GmbH
joint development vehicle in exchange for a payment of $1,000,000
to Unigene, due immediately upon the execution of the Equity
Transfer Agreement.  The Equity Transfer Agreement also provides
for the termination of the Joint Development Agreement, and
provides for mutual releases by Unigene and Nordic of certain
claims relating to the Joint Development Agreement.  On May 13,
2013, the payment of $1,000,000 was received by Unigene and,
pursuant to the terms of the Forbearance Agreement, the proceeds
received from the transaction were remitted to the Lenders to be
applied to the outstanding senior secured notes.

Effective May 14, 2013, the senior secured promissory notes were
reissued to reflect the current amounts outstanding under the
notes as a result of the $1,000,000 payment under the Equity
Transfer Agreement.
All other terms and conditions of the Re-Issue Notes remain the
same.  After accounting for the $1,000,000 payment under the
Equity Transfer Agreement and the Re-Loan Note, approximately
$41,800,000 remains outstanding under the senior secured notes
held by the Lenders, as of May 14, 2013.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene disclosed a net loss of $34.28 million on $9.43 million of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $7.09 million on $20.50 million of total revenue
during the prior year.  The Company incurred a $32.53 million net
loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $11.31
million in total assets, $110.05 million in total liabilities and
a $98.73 million total stockholders' deficit.

Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred a net loss of $34,286,000 during the year
ended Dec. 31, 2012, and, as of that date, has an accumulated
deficit of approximately $216,627,000 and the Company's total
liabilities exceeded total assets by $98,740,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"We had cash flow deficits from operations of $3,177,000 for the
year ended December 31, 2012, $6,766,000 for the year ended
December 31, 2011 and $1,669,000 for the year ended December 31,
2010.  Our cash and cash equivalents totaled approximately
$3,813,000 on December 31, 2012.  Based upon management's
projections, we believe our current cash will only be sufficient
to support our current operations through approximately March 31,
2013.  Therefore, we need additional sources of cash in order to
maintain all or a portion of our operations.  We may be unable to
raise, on acceptable terms, if at all, the substantial capital
resources necessary to conduct our operations.  If we are unable
to raise the required capital, we may be forced to close our
facilities and cease our operations.  If we are unable to resolve
outstanding creditor claims, we may have no other alternative than
to seek protection under available bankruptcy laws.  Even if we
are able to raise additional capital, we will likely be required
to limit some or all of our research and development programs and
related operations, curtail development of our product candidates
and our corporate function responsible for reviewing license
opportunities for our technologies."


VALEANT PHARMACEUTICALS: Moody's Retains Ba3 CFR After B&L Bid
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Valeant
Pharmaceuticals International, Inc. and subsidiaries including the
Ba3 Corporate Family Rating, the Ba3-PD Probability of Default
rating, the Ba1 senior secured rating, the B1 senior unsecured
rating, and the SGL-1 Speculative Grade Liquidity Rating. This
rating action follows the announcement that Valeant will acquire
privately-held Bausch & Lomb, Inc. for approximately $8.7 billion
using a combination of debt and equity. The rating outlook is
negative.

Ratings affirmed:

Valeant Pharmaceuticals International, Inc.:

  Ba3 Corporate Family Rating

  Ba3-PD Probability of Default Rating

  Ba1 (LGD 2, 16%) senior secured revolving credit facility and
  term loans

  SGL-1 Speculative Grade Liquidity Rating

Valeant Pharmaceuticals International:

  B1 (LGD 5, 73%) senior unsecured notes

"The rating affirmation reflects significant scale, diversity,
synergies and cash flow accretion that Valeant with derive from
Bausch & Lomb," stated Michael Levesque, Moody's Senior Vice
President.

"However, pro forma leverage will exceed management's previously
communicated target of 4.0 times, and aggressive financial
policies and a rapid acquisition pace are reflected in the
negative rating outlook," continued Levesque.

Ratings Rationale:

Valeant's Ba3 Corporate Family Rating reflects its high pro forma
leverage in excess of 4.5 times, as well as the risks associated
with Valeant's aggressive acquisition strategy including
integration risks and rapid capital structure changes. Pro forma
leverage includes estimated acquisition synergies, but the
company's rapid pace of acquisitions makes it difficult to
ascertain a true run-rate of pro forma EBITDA. Although some
acquisitions have been focused in dermatology and eyecare, other
acquisitions have lacked such focus. The Bausch acquisition also
takes Valeant into new product areas including surgical devices
where the company does not have expertise. The ratings remain
supported by Valeant's good size and scale, a high level of
product and geographic diversity, and the lack of any major patent
cliffs relative to other pharmaceutical companies. Good free cash
flow will continue, although acquisitions will remain a use of
cash flow.

The rating outlook is negative, primarily reflecting Valeant's
leverage that is high for the Ba3 rating, its aggressive
acquisition strategy, and the risks associated with integrating
multiple large companies at once.

Valeant's ratings could be downgraded if Moody's believes that
debt/EBITDA (with credit for reasonable synergies) will be
sustained materially above 4.0 times or if other risk factors
emerge, such as litigation. Leverage inconsistent with the Ba3
rating could be created if Valeant continues to increase its pro
forma leverage, or if acquisition synergies do not materialize.
Although not expected, Valeant's ratings could be upgraded if
Moody's believes that debt/EBITDA will be sustained below 3.5
times while maintaining good organic growth rates.

Headquartered in Montreal, Quebec, Valeant Pharmaceuticals
International, Inc. [NYSE: VRX] is a global specialty
pharmaceutical company with expertise in dermatology, eyecare, as
well as branded generic products. In 2012 Valeant reported net
revenues of approximately $3.5 billion.


VALEANT PHARMACEUTICALS: S&P Puts 'BB' CCR on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including its 'BB' corporate credit rating, on Valeant
Pharmaceuticals International Inc. on CreditWatch with negative
implications, after the company announced its acquisition of
Bausch & Lomb in a partially debt funded transaction.

"The CreditWatch placement reflects the possibility of a downgrade
and the substantial increase in Valeant's leverage following the
Bausch & Lomb acquisition," said credit analyst Michael Berrian.
"We had been expecting a pause in acquisition activity, following
the Medicis transaction, to allow for a gradual reduction in
debt."

S&P will resolve the CreditWatch listing following its review of
the impact of Bausch & Lomb on Valeant's business risk and the
financial impact of the transaction on Valeant's financial risk
profile.  Valeant's current business risk is "fair".  From a
business risk standpoint, significant factors that S&P will be
analyzing include the effect of Bausch & Lomb on Valeant's
existing competitive position as well as integration risk.  To
determine S&P's final financial risk score, it will assess the
impact of increased debt on credit metrics, the rate at which S&P
expects the company to achieve synergies, and combined cash flows
available for debt pay down.  However, while S&P believes Valeant
has the capability to use free cash for debt reduction, S&P do not
have a high degree of confidence in the company's willingness to
suspend acquisition activity in favor of sustained debt reduction.
This has resulted in leverage increasing steadily over the past
few years.  Downside risk is limited to two notches.

In the unlikely event that the transaction falls through, S&P will
continue to evaluate Valeant's ongoing aggressive acquisition
activity, willingness to continue leveraging the company to
accomplish this strategy, and overall financial policy as key
determinants in the final corporate credit rating.


VILLAGE AT NIPOMO: Mall Operator Files Ch.11 to Avoid Receivership
------------------------------------------------------------------
The Village at Nipomo, LLC, operator of a shopping center in Tefft
and Mary Streets, in Nipomo, California, sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013.

The Debtor said in court filings that despite several attempts to
negotiate a loan extension and/or modification with its mortgage
holder, Pacific Western Bank, it is now facing the appointment of
a receiver over and the possible foreclosure of its largest single
asset, the commercial shopping center known as "The Village at
Nipomo".  A hearing on the appointment of a receiver was slated
for May 29 in state court in San Luis Obispo County.

Accordingly, the Company filed for bankruptcy to "stay" the
impending appointment of a receiver and possible foreclosure of
the Center and afford company an opportunity to pursue its
options, including, but not limited to, selling the Center,
procuring take-out financing, or working out a new loan
arrangement with Lender, utilizing the United States Bankruptcy
Code and the process provided pursuant thereto.

The Debtor estimated at least $10 million in assets and $1 million
to $10 million in liabilities.  The formal schedules of assets and
liabilities are due June 11.

The Debtor has tapped Illyssa I. Fogel & Associates as counsel.

No first-day motions were filed by the Debtor.  Only the
bankruptcy petition and the members' written consent on the
bankruptcy filing are currently available on the docket.


VIRGIN RIVER 140: Case Summary & 4 Unsecured Creditors
------------------------------------------------------
Debtor: Virgin River 140, LLC
        2404 La Solana Way
        Las Vegas, NV 89102

Bankruptcy Case No.: 13-14594

Chapter 11 Petition Date: May 24, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Christopher G. Gellner, Esq.
                  CHRISTOPHER G. GELLNER, P.C.
                  528 So Casino Cnt Blvd, Suite 305
                  Las Vegas, NV 89101
                  Tel: (702) 386-9393
                  E-mail: cggellner@gmail.com

Scheduled Assets: $2,000,400

Scheduled Liabilities: $3,070,000

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/nvb13-14594.pdf

The petition was signed by Charles E. Weiner, managing member.


VYTERIS INC: Heritage to Sell Drug Delivery Patents Online in June
------------------------------------------------------------------
Heritage Global Partners on May 29 announced, subject to US
Bankruptcy Court Approval, its upcoming global online sale of more
than 25 state-of-the-industry transdermal drug delivery patents
from Vyteris, Inc.

Vyteris' patented active patch system avoids or minimizes many of
the shortcomings and issues typically associated with conventional
drug delivery methods.  The system delivers drugs comfortably
through the skin using low-level electrical energy that sends the
drug directly to the bloodstream, thereby avoiding the liver, and
reducing stomach and gastrointestinal issues for the patient,
which can often be associated with oral drug administrations.

Active patch technology also allows precise dosing, giving
physicians and patients control over the rate, dosage, and pattern
of drug delivery that can result in considerable therapeutic,
economical, and lifestyle advantages over other methods of drug
administration.  The system is also convenient to use, providing a
relatively pain-free application, ultimately delivering the drug
automatically and lessening concerns about patient compliance.

The global online patent sale is scheduled to launch at 10 am PT
on June 27, 2013 and closes June 28 at 10 am PT.  Interested
potential bidders are strongly encouraged to visit the Virtual
Data Room by contacting Nick Dove.  Online visitors can also click
on Vyteris Sale for more information.

"Vyteris' transdermal drug delivery technology can be successfully
utilized for the delivery of numerous drugs, including many
peptides, which until now, typically necessitated injections or
intravenous infusions," stated Mr. Dove, Director of Sales at
Heritage Global Partners.  "We expect a very strong response from
prospective participants and bidders that are interested in this
unprecedented opportunity to acquire more than 25 unique, state-
of-the-industry transdermal drug delivery patents."

Led by auction industry pioneers Ross and Kirk Dove, Heritage
Global Partners is one of the leading worldwide asset advisory and
auction services firms, assisting companies with buying and
selling assets.  HGP specializes in asset brokerage, inspection,
and valuations, industrial equipment and real estate auctions, and
much more.

Contact:

        Heritage Global Partners
        Nick Dove, 858-847-0659
        E-mail: ndove@hgpauction.com

             - or -

        JCIR
        Robert Rinderman or Jennifer Neuman
        Telephone: 212-835-8500
        E-mail: CRBN@jcir.com

                        About Vyteris, Inc.

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.

As reported by the TCR on Nov. 16, 2012, Vyteris Inc. filed for
Chapter 7 protection (Bankr. D. Nev. Case No. 12-52559).  The
Company is represented by Cecelia Lee.

The Company reported a net loss of $10.54 million on $117,792 of
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $33.94 million on $4.56 million of total revenues
during the prior year.

As reported by the TCR on April 21, 2011, Amper, Politziner &
Mattia, LLP, in Edison, New Jersey, expressed substantial doubt
about the Company's ability to continue as going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has incurred recurring losses and is
dependent upon obtaining sufficient additional financing to
fund operations and has not been able to meet all of its
obligations as they become due.

The Company's balance sheet at March 31, 2011, showed $2.52
million in total assets, $15.39 million in total liabilities and a
$12.86 million total stockholders' deficit.


WATERSCAPE RESORT: Court Denies Contractor's Bid for Legal Fees
---------------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein denied the request of
Pavarini McGovern LLC for reimbursement of its attorneys' fees and
expenses incurred through Dec. 31, 2012, in Waterscape Resort
LLC's Chapter 11 case and a related adversary proceeding, in the
amounts of $344,253 and $5,530, respectively, and payment of those
fees from the Trust Fund Reserve Account created under Waterscape
Resort's confirmed plan to satisfy Class 3 claims.

Waterscape Resort opposes the entire motion and U.S. Bank National
Association and USB Capital Resources, Inc. f/k/a USB Capital
Funding Corp. oppose the motion to the extent it seeks payment
from the Trust Fund Reserve Account.

Waterscape constructed a 45-story hotel and condominium building
in Manhattan.  Pavarini acted as the general contractor on the
Project, and hired subcontractors to do the work. The Bank
financed the Project.

Waterscape and Pavarini eventually had a falling out, and
Waterscape terminated its agreement with Pavarini.  Pavarini filed
a mechanic's lien on Dec. 17, 2010 in the amount of $10,674,440,
but claimed in Waterscape's bankruptcy to be owed $10,833,132.
Its claim consisted of two components: (a) $8,581,829 that it owed
its subcontractors, and (b) $2,251,303 that Pavarini contended
Waterscape owed it under their contract.

The subcontractors also filed mechanics' liens against the
Property for their unpaid work, and these liens, for the most
part, duplicated the portion of Pavarini mechanic's lien that
included their unpaid claims.

In addition to its rights as a mechanic's lienor, Pavarini also
had rights against Waterscape as a trust beneficiary under Article
3-A of the New York Lien Law. Although its rights as a mechanic's
lienor and as a trust beneficiary were separate, the remedies
overlapped and redressed the same injury: Waterscape's failure to
pay Pavarini the full amount due in connection with the
construction of the Project. The subcontractors, in turn, had
direct rights against Pavarini as trust beneficiaries; their
rights against Waterscape to any trust funds were derivative of
Pavarini's rights.

Waterscape's Second Amended Plan of Reorganization placed Pavarini
and the subcontractors in Class 3, and the Bank and Waterscape
agreed to carve $11 million out of the hotel sale proceeds and
establish the Trust Fund Reserve Account for the exclusive benefit
of Class 3. The sum of $11 million was selected because it rounded
up Pavarini's approximate $10.8 million claim, and was, therefore,
considered sufficient to satisfy the allowed amount of the Class 3
claims.  All Class 3 claims were deemed to be disputed, and the
parties would continue to litigate their rights primarily in non-
bankruptcy fora.  Once the amount of a Class 3 claim was
determined and allowed by settlement or otherwise, Waterscape was
required to pay the allowed Class 3 claim from either the Trust
Fund Reserve Account, the Secured Claim Reserved Account also
established under the Plan, new financing or general funds.  After
all disputed Class 3 claims were resolved and paid in full, "any
funds remaining in the Trust Fund Reserve Account shall be
transferred by the Debtor to the Secured Claims Reserve Account
and administered in accordance with section 5.2(a) and section 6.4
of this Plan."  Ultimately, any excess cash would inure to the
benefit of Waterscape.

Waterscape's Plan was confirmed July 21, 2011.  The sale of the
hotel closed approximately six months later, the Plan went
effective, and the hotel proceeds funded the $11 million Trust
Fund Reserve Account.  Since then, the Court has approved the
settlement of disputes between Waterscape and five
subcontractor/mechanics' lienors, and authorized the payment of
$1,635,000 from the Trust Fund Reserve Account.  Many more
subcontractor disputes remain pending in state court. In addition,
substantial disagreements between Waterscape and Pavarini still
exist and are pending in an ADR forum pursuant to the parties'
contract.

Barton LLP's Eric W. Sleeper, Esq. -- esleeper@bartonesq.com --
argues for Pavarini McGovern, LLC.

Medina Law Firm LLC's Eric S. Medina, Esq. --
emedina@medinafirm.com -- argues for the Debtor.

Michael Z. Brownstein, Esq., and Andrew B. Eckstein, Esq. --
MBrownstein@BlankRome.com and AEckstein@BlankRome.com -- at Blank
Rome LLP, represent U.S. Bank National Association and USB Capital
Resources, Inc. f/k/a USB Capital Funding Corp.

A copy of the Court's May 23, 2013 Memorandum Decision is
available at http://is.gd/HJVUVYfrom Leagle.com.

                    About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel and Residences, filed
for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
11-11593) on April 5, 2011.  Waterscape acquired property
consisting of three contiguous buildings at 66, 68 and 70 West
45th Street in Manhattan, for the sum of $20 million, and
developed the property into a 45-storey condominium project
including a luxury hotel, a restaurant and luxury residential
apartments.  The purchase was financed with a $17 million
acquisition loan and mortgage from U.S. Bank Association.  The
Cassa NY Hotel and Residences features 165 hotel rooms, and above
the hotel units, 57 residences.

Brett D. Goodman, Esq., and Lee William Stremba, Esq., at Troutman
Sanders LLP, represented the Debtor as bankruptcy counsel.
Holland & Knight LLP served as its special litigation counsel.
The Debtor disclosed $214,285,027 in assets and $158,756,481 in
liabilities as of the Chapter 11 filing.

Schiff Hardin LLP served as counsel to a 3-member Official
Committee of Unsecured Creditors.

U.S. Bankruptcy Judge Stuart Bernstein confirmed Waterscape's
reorganization plan in July 2011, which calls for repaying much of
the company's debt with proceeds from the $128 million sale of the
hotel section of the development.  The Plan was filed May 6, 2011.



WOODCREST COUNTRY CLUB: Sells at Auction for $10.1 Million
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Woodcrest Country Club, a member-owned golf club in
Cherry Hill, New Jersey, will be sold for $10.1 million, three
times more than the valuation the club proposed through a cram-
down plan before a trustee was appointed.

According to the report, the bankruptcy court in Camden, New
Jersey, signed a confirmation order on May 24 approving both a
liquidating Chapter 11 plan and sale of the facility for $10.1
million to an affiliate of First Montgomery Group.

First Montgomery was the stalking horse making the first bid of
$6.25 million at auction on May 20.  Three other bidders made
offers, until First Montgomery came out on top.

The report relates that the plan was made possible by a settlement
between the trustee and secured lender Sun National Bank of
Vineland, New Jersey, owed $11.6 million.  The bank will receive
proceeds from the club's sale after setting aside about $2 million
to cover priority claims, $315,000 for bankruptcy financing,
expenses of the Chapter 11 effort, and $100,000 carved out for
unsecured creditors.  The plan represents recovery of about
6 percent for unsecured creditors with $1.6 million in claims.

                   About Woodcrest Country Club

Woodcrest Country Club, a member-owned golf club in Cherry Hill,
New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case
No. 12-22055) on May 9, 2012, in Camden, New Jersey.

The Debtor estimated up to $10 million in assets and liabilities
in excess of $10 million.

The golf course, which opened in the early 1930s, has $10.7
million in secured debt mostly owed on mortgages to Sun National
Bank of Vineland, New Jersey.  About $6.37 million of those claims
are unsecured.  There is another $1.5 million owing to trade
suppliers.

At the request of the bank, the court appointed a Chapter 11
trustee in February 2013.


WOUND MANAGEMENT: Incurs $942,000 Net Loss in First Quarter
-----------------------------------------------------------
Wound Management Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $942,266 on $374,724 of revenues for
the three months ended March 31, 2013, as compared with net income
of $287,505 on $103,133 of revenues for the same period a year
ago.

The Company's balance sheet at March 31, 2013, showed $1.61
million in total assets, $6.09 million in total liabilities and a
$4.47 million total stockholders' deficit.

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

                       http://is.gd/3aBTvS

                      About Wound Management

Fort Worth, Texas-based Wound Management Technologies, Inc.,
markets and sells the patented CellerateRX(R) product in the
expanding advanced wound care market; particularly with respect to
diabetic wound applications.

Wound Management disclosed a net loss of $1.84 million on $1.17
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $12.74 million on $2.21 million of revenue
during the prior year.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred substantial losses
and has a working capital deficit which factors raise substantial
doubt about the ability of the Company to continue as a going
concern.


WOW INVESTMENTS: Case Summary & 8 Unsecured Creditors
-----------------------------------------------------
Debtor: WOW Investments Inc.
        4325 Adams Street
        Hollywood, FL 33021

Bankruptcy Case No.: 13-22246

Chapter 11 Petition Date: May 24, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Peter E. Shapiro, Esq.
                  SHAPIRO LAW
                  1351 Sawgrass Corporate Parkway, Suite 101
                  Fort Lauderdale, FL 33323
                  Tel: (954) 317-0133
                  Fax: (954) 742-9971
                  E-mail: pshapiro@shapirolawpa.com

Scheduled Assets: $1,211,995

Scheduled Liabilities: $588,337

A copy of the Company's list of its eight unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/flsb13-22246.pdf

The petition was signed by Henry Olstein, vice president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
5830 Funston Inc.                      13-15902   03/15/13


WYLDFIRE ENERGY: Ch.11 Trustee Hires Kelly Hart as Counsel
----------------------------------------------------------
Michael A. McConnell, Chapter 11 Trustee for Wyldfire Energy Inc.,
asks the U.S. Bankruptcy Court for permission to employ Kelly Hart
& Hallman LLP as his counsel.

The firm, will among other things, provide these services:

(a) advise the Trustee with respect to his rights and
    obligations regarding matters of bankruptcy law and other
    applicable statutory, common law and regulatory schemes;

(b) prepare and file all necessary motions, applications,
    answers, draft orders, reports, and other papers in connection
    with the proceeding; and

(c) if advisable, take all necessary actions in connection with
    a chapter 11 plan, related disclosure statement(s) and all
    other related documents, and such further actions as may be
    required in connection with the confirmation of a plan of
    reorganization.

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

The proposed counsel can be reached at:

         Nancy Ribaudo, Esq.
         C. Josh Osborne, Esq.
         Katherine L. Thomas, Esq.
         KELLY HART & HALLMAN LLP
         201 Main Street, Suite 2500
         Fort Worth, TX 76102
         Tel: 817/332-2500
         Fax: 817/878-9280
         E-mail: nancy.ribaudo@kellyhart.com
                 josh.osborne@kellyhart.com
                 katherine.thomas@kellyhart.com

                       About Wyldfire Energy

Palo Pinto, Texas-based Wyldfire Energy, Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-70239) in
Wichita Falls, Texas, on June 20, 2012.  Tamara Ford, a 100%
stockholder, signed the Chapter 11 petition.  Judge Harlin DeWayne
Hale oversees the case.  The Law Offices of Ronald L. Yandell,
Esq., serves as the Debtor's counsel.


* Moody's Outlook on U.S. Banking Sector Changed to Stable
----------------------------------------------------------
Moody's has changed its outlook on the U.S. banking system to
stable from negative, reflecting continued improvement in the
operating environment and reduced downside risks to the banks from
a faltering economy, says Moody's Investors Service in its latest
"Banking System Outlook: United States of America." The outlook
had been negative since 2008.

Moody's expects U.S. GDP growth to be in the 1.5% to 2.5% range in
2013-14, accompanied by a continuing decline in unemployment
toward 7%. "Sustained GDP growth and improving employment
conditions will help banks protect their now-stronger balance
sheets," said Sean Jones, a Moody's Associate Managing Director
and co-author of the report. "In addition, after another year of
reducing credit-related costs and restoring capital, U.S. banks
are now even better positioned to face any future economic
downturn," added Jones.

The low interest rate environment is the single most important
issue that will drive U.S. banks' performance in the next 12-18
months. Low rates help to promote private-sector employment growth
that more than offsets government job losses; low interest rates
also have supported the recent improvements in the banks' asset
quality metrics, with net charge-offs now approaching pre-crisis
levels, says Moody's.

However, such low interest rates also harm U.S. banks' pre-
provision earnings in both the near- and medium-term. Most
immediately, low rates reduce a key source of profitability -
banks' net interest margins. In addition, low rates encourage
looser loan underwriting standards as banks seek out higher
return, and consequently higher risk, assets. This will result in
greater credit costs, reducing pre-provision earnings, in the
future. Moody's said the most likely scenario that could result in
a reversion to a negative outlook on the U.S. banking system would
be related to a protracted slackening of underwriting standards.

Moody's banking system outlook expresses the rating agency's
expectation of how bank creditworthiness will evolve in this
system over the next 12-18 months.


* Appeals Court Erects High Barriers to Suing Trustee
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Cincinnati erected high
barriers to filing malicious prosecution or abuse of process suits
against bankruptcy trustees.

The report recounts that a Chapter 7 trustee filed two largely
unsuccessful lawsuits against a law firm that had been an
individual bankrupt's primary counsel.  The suits alleged
fraudulent transfer or breach of fiduciary duty.  They were
dismissed, in part because the court determined that the
transferred property wasn't property of the bankrupt.  After
dismissal, the bankrupt's law firm filed malicious prosecution and
abuse of process suits against the bankruptcy trustee. Dismissals
were upheld in district court.  The law firm appealed to the Sixth
Circuit Court of Appeals in Cincinnati which affirmed.

According to the report, circuit Judge Ralph B. Guy Jr. explained
how the trustee and his lawyers were entitled to so-called quasi-
judicial immunity.  Although law in the area is "confusing and
sometimes contradictory," it's generally held that trustees and
their lawyers can't be sued "for actions taken in official
capacity."

Although obtaining court approval before filing suit will protect
a trustee, Judge Guy said court approval is not required to invoke
the doctrine of quasi-judicial immunity.  The law firm argued that
there was no immunity because the suits were ultra vires since
they were frivolous and meritless.  Judge Guy rejected the theory
because nothing in the record indicated that filing the suit was
outside the trustee's authority.  Judge Guy said that a "showing
that a trustee's actions were wrongful or improper 'does not
equate to a transgression of his authority.'"

The case is In re McKenzie, 12-5874, U.S. Sixth Circuit Court of
Appeals (Cincinnati).


* Good Faith on Student Loans Reviewed for Clear Error
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that to shed student loans in bankruptcy, one of the
requirements is a finding that the former student sought to
discharge the debt in good faith.  The U.S. Court of Appeals in
San Francisco ruled on May 22 that an appellate court may set
aside a good faith finding only if "clearly erroneous."  The case
is Hedlund v. Educational Resources Institute Inc. (In re
Hedlund), 12-35258, U.S. Court of Appeals for the Ninth
Circuit (San Francisco).


* Circuit Is a Stickler for Procedure in Adversaries
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Denver is a stickler for
using correct procedure when seeking to knock out a secured claim.

The report recounts that individuals in Chapter 7 bankruptcy filed
an objection to secured claims filed by a home-loan lender. They
said the claim should be treated as unsecured because the state
court entered a default judgment against the lender's predecessor
nullifying the mortgages.  The bankruptcy judge denied the
objection, relying on Bankruptcy Rules 3007 and 7001 for the
conclusion that an objection to the validity of a security
interest requires an adversary proceeding, entailing the filing of
a complaint, not merely a contested matter initiated by motion.

The Tenth Circuit in Denver upheld, in an opinion by Circuit Judge
John C. Porfilio. He relied on the "plain language" of the rules
requiring an adversary proceeding.

Mr. Rochelle notes that the appeals court may have been persuaded
partly because the state court had set aside the default judgment.

The case is In re Staker, 12-4209, U.S. Court of Appeals for the
Tenth Circuit (Denver).



* Chambers USA Names MoFo Bankruptcy Firm of the Year
-----------------------------------------------------
Morrison & Foerster on May 29 disclosed that recognizing "another
extraordinary year" for Morrison & Foerster's high-profile
intellectual property and business restructuring and insolvency
practices, Chambers USA named the firm its Bankruptcy Firm of the
Year and Intellectual Property Firm of the Year at its 2013 Awards
for Excellence.

"Given the fact that Chambers relied so heavily on straightforward
client feedback in selecting winners, we are very grateful to our
clients for their continued support and entrusting us with their
most important matters," said Larren M. Nashelsky, chair of
Morrison & Foerster.  "This type of recognition underscores the
incredible year that MoFo practices had in 2012-13."

The awards capped off a year in which Morrison & Foerster received
other high-profile awards from Chambers.  The firm was also named
2013 USA Law Firm of the Year by Chambers Global and 2013 Japan
International Firm of the Year by Chambers Asia-Pacific.

In addition, Morrison & Foerster saw excellent results in the
latest edition of Chambers USA, one of the leading independent
legal referral guides relied on by general counsel.  Overall, the
firm earned 50 practice area rankings and 105 individual lawyer
rankings.

"We are honored that Chambers has recognized so many of our
talented lawyers and successful practice groups for their high
quality of work and excellent client service," Mr. Nashelsky
added.

In researching its 2013 USA guide, published on May 24th, the
Chambers editors relied on feedback from clients and other law
firms.  Of the Morrison & Foerster practices Chambers USA ranked,
five practice rankings were new this year -- California:
Litigation: Securities; District of Columbia: Antitrust;
Nationwide: Capital Markets: Structured Products; New York: Real
Estate; and New York: Tax -- as were 13 lawyer rankings.  The
firm's practices earned seven Band 1 rankings.

The full results can be found on the Chambers website at
http://www.chambersandpartners.com/USA/Firms/7854-98395

                    About Morrison & Foerster

Morrison & Foerster is a global firm with clients including some
of the largest financial institutions, investment banks, Fortune
100, technology and life science companies.  The firm has been
included on The American Lawyer's A-List for nine straight years,
Chambers Global named MoFo its 2013 USA Law Firm of the Year and
BTI named MoFo among its 2013 Brand Elite.


* Matthew Trybula Joins Siegel & Associates' Consumer Practice
--------------------------------------------------------------
Chicago bankruptcy law firm, David M. Siegel & Associates, on
May 29 announced a new addition to their team of consumer lawyers.
After graduating from the Thomas Cooley School of Law in Lansing,
MI, Matthew Trybula passed the Illinois State Bar Exam in 2011 and
went to work for a local Chicago law firm.  In that role, part of
Mr. Trybula's responsibilities included negotiating offers in
compromise and IRS tax settlements for small business clients.

With Siegel & Associates, Mr. Trybula will expand on his consumer
experience and work under the supervision of long time Chicago
lawyer David Siegel in the firm's consumer bankruptcy practice
group.  Mr. Trybula will be based out of the firm's Wheeling
office, but the firm also has offices in Aurora, Joliet, Waukegan
and Downtown Chicago.

Siegel & Associates has now grown to 10 lawyers in the Chicago
area.

Contact: David M. Siegel, Esq.
         Tel: (773) 276-6969
         19 S LaSalle St #707
         Chicago, IL 60603
         E-mail: info@davidmsiegel.com

David M. Siegel is Chicago's leading bankruptcy attorney and the
author of Chapter 7 Success.  He is a member of the American
Bankruptcy Institute and former member of the National Association
of Consumer Bankruptcy Attorneys.  He has appeared on FoxNews
Chicago, CBS-2, Channel 62, 560AM, 1690AM, Chicago Tribune, Daily
Herald, Time and Newsweek.  He is currently available for
interviews for print, radio and television.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Mikato Restaurant Group, LLC
        dba Mikato Japanese Steakhouse, LLC
   Bankr. S.D. Ala. Case No. 13-01688
     Chapter 11 Petition filed May 15, 2013
         See http://bankrupt.com/misc/alsb13-1688.pdf
         represented by: Robert M. Galloway, Esq.
                         Galloway Wettermark Everest
                         Rutens & Gaillard
                         E-mail: bgalloway@gallowayllp.com

In re Daisy Lady Victoria, LLC
   Bankr. C.D. Cal. Case No. 13-13326
     Chapter 11 Petition filed May 15, 2013
         See http://bankrupt.com/misc/cacb13-13326.pdf
         represented by: Raymond H Aver, Esq.
                         Law Offices of Raymond H Aver APC
                         E-mail: ray@averlaw.com

In re Amber Rebar, Inc.
   Bankr. M.D. Fla. Case No. 13-02998
     Chapter 11 Petition filed May 15, 2013
         See http://bankrupt.com/misc/flmb13-2998p.pdf
         See http://bankrupt.com/misc/flmb13-2998c.pdf
         represented by: Brett A Mearkle, Esq.
                         Julianna E Groot, Esq.
                         Law Office of Brett A. Mearkle
                         E-mail: bmearkle@mtalawyers.com
                                 jgroot@mtalawyers.com

In re Tegenkamp Clear Vision Optical Inc.
   Bankr. N.D. Fla. Case No. 13-30632
     Chapter 11 Petition filed May 15, 2013
         See http://bankrupt.com/misc/flnb13-30632.pdf
         represented by: Chad Thomas Van Horn, Esq.
                         Archer Bay P.A.
                         E-mail: cvanhorn@archerbay.com

In re Raj Rai
   Bankr. N.D. Ill. Case No. 13-20544
      Chapter 11 Petition filed May 15, 2013

In re Amjad Badran
   Bankr. D. Md. Case No. 13-18483
      Chapter 11 Petition filed May 15, 2013

In re Anthony Griffith
   Bankr. D. Md. Case No. 13-18483
      Chapter 11 Petition filed May 15, 2013

In re Lisa Griffith
   Bankr. D. Md. Case No. 13-18483
      Chapter 11 Petition filed May 15, 2013

In re Ellen Ross
   Bankr. D. Nev. Case No. 13-14261
      Chapter 11 Petition filed May 15, 2013

In re Dawn Collom
   Bankr. D.N.M. Case No. 13-11673
      Chapter 11 Petition filed May 15, 2013

In re 907 Nostrand Avenue LLC
        dba 907 Nostrand Avenue Corp.
   Bankr. E.D.N.Y. Case No. 13-42969
     Chapter 11 Petition filed May 15, 2013
         See http://bankrupt.com/misc/nyeb13-42969.pdf
         represented by: Stephen B. Kass, Esq.
                         Law Offices of Stephen B. Kass, P.C.
                         E-mail: skass@sbkass.com

In re Ditman Enterprises, Inc.
        aka Exit 55 Liquors
   Bankr. E.D.N.Y. Case No. 13-72616
     Chapter 11 Petition filed May 15, 2013
         See http://bankrupt.com/misc/nyeb13-72616.pdf
         represented by: Nestor Rosado, Esq.
                         Law Office of Nestor Rosado PC
                         E-mail: neslaw2@msn.com

In re Earlene Spears
   Bankr. D. Ore. Case No. 13-33094
      Chapter 11 Petition filed May 15, 2013

In re Alberto Rivera Sanchez
   Bankr. D.P.R. Case No. 13-3952
      Chapter 11 Petition filed May 15, 2013

In re Richard Robinette
   Bankr. M.D. Tenn. Case No. 13-4299
      Chapter 11 Petition filed May 15, 2013

In re Dulles Office Furniture, Inc.
   Bankr. E.D. Va. Case No. 13-12235
     Chapter 11 Petition filed May 13, 2013
         See http://bankrupt.com/misc/vaeb13-12235p.pdf
         See http://bankrupt.com/misc/vaeb13-12235c.pdf
         represented by: George LeRoy Moran, Esq.
                         E-mail: glmoran@yahoo.com

In re Erling Calkins
   Bankr. D. Ariz. Case No. 13-08354
      Chapter 11 Petition filed May 16, 2013

In re Robin Wagner
   Bankr. D. Ariz. Case No. 13-08312
      Chapter 11 Petition filed May 16, 2013

In re Southern Hospitality A Garrett Enterprise Company, Inc.
   Bankr. M.D. Fla. Case No. 13-03042
     Chapter 11 Petition filed May 16, 2013
         See http://bankrupt.com/misc/flmb13-03042p.pdf
         See http://bankrupt.com/misc/flmb13-03042c.pdf
         represented by: Jason A. Burgess, Esq.
                         THE LAW OFFICES OF JASON A. BURGESS, LLC
                         E-mail: jason@jasonaburgess.com

In re Grasshopper Child Development Center, Inc.
   Bankr. M.D. Fla. Case No. 13-06481
     Chapter 11 Petition filed May 16, 2013
         See http://bankrupt.com/misc/flmb13-06481p.pdf
         See http://bankrupt.com/misc/flmb13-06481c.pdf
         represented by: Timothy M. Grogan, Esq.
                         E-mail: tgroganlaw@gmail.com

In re Tsukasa Properties, LLC
   Bankr. N.D. Ga. Case No. 13-60866
     Chapter 11 Petition filed May 16, 2013
         See http://bankrupt.com/misc/ganb13-60866.pdf
         represented by: Leslie M. Pineyro, Esq.
                         JONES AND WALDEN, LLC
                         E-mail: lpineyro@joneswalden.com

In re Scott Emig
   Bankr. D. Kans. Case No. 13-11194
      Chapter 11 Petition filed May 16, 2013

In re The Lisieux-Atlantic Realty Group, LLC
   Bankr. D. Mass. Case No. 13-30540
     Chapter 11 Petition filed May 16, 2013
         See http://bankrupt.com/misc/mab13-30540.pdf
         represented by: Louis S. Robin, Esq.
                         LAW OFFICES OF LOUIS S. ROBIN
                         E-mail: louis.robin@FitzgeraldOBrienRobin.net

In re Daniel Volk
   Bankr. D. Nev. Case No. 13-14319
      Chapter 11 Petition filed May 16, 2013

In re Jaeely Realty, LLC
   Bankr. E.D.N.Y. Case No. 13-42980
     Chapter 11 Petition filed May 16, 2013
         See http://bankrupt.com/misc/nyeb13-42980.pdf
         Filed as Pro Se

In re Michael Ceylan
   Bankr. E.D.N.Y. Case No. 13-42999
      Chapter 11 Petition filed May 16, 2013

In re Macro Orthopedic Corp.
   Bankr. D.P.R. Case No. 13-03980
     Chapter 11 Petition filed May 16, 2013
         See http://bankrupt.com/misc/prb13-03980.pdf
         represented by: Jose Ramon Cintron, Esq.
                         E-mail: jrcintron@prtc.net

In re Larry Phillips
   Bankr. E.D. Tenn. Case No. 13-12372
      Chapter 11 Petition filed May 16, 2013

In re Sound Paving, Inc.
        fdba Puget Sound Paving, Inc.
             Rock Enterprises, Inc.
   Bankr. W.D. Wash. Case No. 13-14574
     Chapter 11 Petition filed May 16, 2013
         See http://bankrupt.com/misc/wawb13-14574.pdf
         represented by: James C. Dudley, Esq.
                         E-mail: jimdudley@wavecable.com

In re Coddington Construction, Inc.
   Bankr. W.D. Wash. Case No. 13-14579
     Chapter 11 Petition filed May 16, 2013
         See http://bankrupt.com/misc/wawb13-14579.pdf
         represented by: Tuella O. Sykes, Esq.
                         LAW OFFICES OF TUELLA O. SYKES
                         E-mail: TOS@tuellasykeslaw.com

In re Billy Christ
   Bankr. D. Ariz. Case No. 13-8456
      Chapter 11 Petition filed May 17, 2013

In re Axceleon, Inc.
   Bankr. C.D. Cal. Case No. 13-14353
     Chapter 11 Petition filed May 17, 2013
         See http://bankrupt.com/misc/cacb13-14353.pdf
         represented by: Dolores A. Contreras, Esq.
                         Boyd Contreras LLP
                         E-mail: dc@boydcontreras.com

In re Jay Obayashi
   Bankr. C.D. Cal. Case No. 13-23004
      Chapter 11 Petition filed May 17, 2013

In re Martha James
   Bankr. C.D. Cal. Case No. 13-23025
      Chapter 11 Petition filed May 17, 2013

In re Daniel's Mexican Grill, LLC
   Bankr. E.D. Cal. Case No. 13-13531
     Chapter 11 Petition filed May 17, 2013
         See http://bankrupt.com/misc/caeb13-13531.pdf
         represented by: Stephen L. Labiak, Esq.
                         Law Offices of Stephen Labiak

In re Resat Otus
   Bankr. N.D. Cal. Case No. 13-31189
      Chapter 11 Petition filed May 17, 2013

In re Lawrence Schmidt
   Bankr. M.D. Fla. Case No. 13-6495
      Chapter 11 Petition filed May 17, 2013

In re TP5, LLC
   Bankr. S.D. Fla. Case No. 13-21573
     Chapter 11 Petition filed May 17, 2013
         See http://bankrupt.com/misc/flsb13-21573.pdf
         represented by: Brett A. Elam, Esq.
                         The Law Offices of Brett A. Elam, P.A.
                         E-mail: belam@brettelamlaw.com

In re Theodorico Erum
   Bankr. D. Hawaii Case No. 13-823
      Chapter 11 Petition filed May 17, 2013

In re Jibaro's Incorporated
   Bankr. N.D. Ill. Case No. 13-20924
     Chapter 11 Petition filed May 17, 2013
         See http://bankrupt.com/misc/ilnb13-20924.pdf
         represented by: Mansoor H. Ansari, Esq.
                         Ansari Tax Law Firm
                         E-mail: ansarimansoor@hotmail.com

In re Martin Norwood
   Bankr. N.D. Ill. Case No. 13-20790
      Chapter 11 Petition filed May 17, 2013

In re OS2 Manufacturing Company
   Bankr. N.D. Ill. Case No. 13-20913
     Chapter 11 Petition filed May 17, 2013
         See http://bankrupt.com/misc/ilnb13-20913.pdf
         represented by: Thomas R. Fawkes, Esq.
                         Freeborn & Peters
                         E-mail: tfawkes@freebornpeters.com

In re Zest Bar and Grill Restaurant LLC
   Bankr. D. Minn. Case No. 13-32480
     Chapter 11 Petition filed May 17, 2013
         See http://bankrupt.com/misc/mnb13-32480.pdf
         represented by: Anne V. Kealing, Esq.
                         Morris Law Group P A
                         E-mail: akealing@morrislawmn.com

In re Tres Amici
   Bankr. E.D.N.Y. Case No. 13-43006
      Chapter 11 Petition filed May 17, 2013

In re American Fabrication and Machine, Inc.
   Bankr. W.D. Okla. Case No. 13-12324
     Chapter 11 Petition filed May 17, 2013
         See http://bankrupt.com/misc/okwb13-12324.pdf
         represented by: O. Clifton Gooding, Esq.
                         The Gooding Law Firm
                         E-mail: cgooding@goodingfirm.com

In re N & N Realty Corp.
   Bankr. D.P.R. Case No. 13-04047
     Chapter 11 Petition filed May 17, 2013
         See http://bankrupt.com/misc/prb13-4047.pdf
         represented by: Teresa M. Lube Capo, Esq.
                         Lube & Soto Law Offices PSC
                         E-mail: lubeysoto@gmail.com

In re Quality Living, Inc.
   Bankr. M.D. Tenn. Case No. 13-04385
     Chapter 11 Petition filed May 17, 2013
         See http://bankrupt.com/misc/tnmb13-4385.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         Law Offices Lefkovitz & Lefkovitz
                         E-mail: slefkovitz@lefkovitz.com

In re William Hunter
   Bankr. M.D. Tenn. Case No. 13-4382
      Chapter 11 Petition filed May 17, 2013

In re M6:33 Facility Services, Inc.
   Bankr. S.D. Tex. Case No. 13-20225
     Chapter 11 Petition filed May 17, 2013
         See http://bankrupt.com/misc/txsb13-20225.pdf
         represented by: Ralph Perez, Esq.
                         Cavada Law Office
                        E-mail: ralph.perez@cavadalawoffice.com

In re James Jubilee
   Bankr. E.D. Va. Case No. 13-12268
      Chapter 11 Petition filed May 17, 2013

In re Jacqueline Whalen
   Bankr. W.D. Va. Case No. 13-61077
      Chapter 11 Petition filed May 17, 2013

In re Ontario Cal Trading, Inc.
   Bankr. C.D. Cal. Case No. 13-18896
     Chapter 11 Petition filed May 18, 2013
         See http://bankrupt.com/misc/cacb13-18896.pdf
         represented by: Yoon O. Ham, Esq.
                         Lewis & Ham LLP
                         E-mail: hamy@lewishamlaw.com

In re Jason Kraus
   Bankr. S.D. Ohio Case No. 13-12425
      Chapter 11 Petition filed May 18, 2013

In re Vince Eupierre
   Bankr. C.D. Cal. Case No. 13-14397
      Chapter 11 Petition filed May 19, 2013

In re Hefaz Enterprise, Inc.
   Bankr. S.D. Fla. Case No. 13-21649
     Chapter 11 Petition filed May 19, 2013
         See http://bankrupt.com/misc/flsb13-21649.pdf
         represented by: Brett A Elam, Esq.
                         The Law Offices of Brett A. Elam, P.A.
                         E-mail: belam@brettelamlaw.com

In re Mohammad Zaman
   Bankr. S.D. Fla. Case No. 13-21648
      Chapter 11 Petition filed May 19, 2013
In re Lyle Brown
   Bankr. D. Alaska Case No. 13-00272
      Chapter 11 Petition filed May 20, 2013

In re Advanced Roofing Systems, Inc.
        aka Castillo Enterprises
        dba Advanced Roofing Systems Inc.
   Bankr. C.D. Cal. Case No. 13-23057
     Chapter 11 Petition filed May 20, 2013
         See http://bankrupt.com/misc/cacb13-23057.pdf
         represented by: Henry D. Paloci, Esq.
                         HENRY D. PALOCI, III, P.A.
                         E-mail: hpaloci@hotmail.com

In re Jeffrey Cuskey
   Bankr. N.D. Cal. Case No. 13-52717
      Chapter 11 Petition filed May 20, 2013

In re Alimenta Trading-USA, LLC
   Bankr. S.D. Fla. Case No. 13-21788
     Chapter 11 Petition filed May 20, 2013
         See http://bankrupt.com/misc/flsb13-21788.pdf
         represented by: Brett A. Elam, Esq.
                         THE LAW OFFICES OF BRETT A. ELAM, P.A.
                         E-mail: belam@brettelamlaw.com

In re William Porter
   Bankr. D. Md. Case No. 13-18752
      Chapter 11 Petition filed May 20, 2013

In re Roy Friday
   Bankr. D. Md. Case No. 13-18785
      Chapter 11 Petition filed May 20, 2013

In re Good Shepherd Rehab Centers of Las Vegas, Inc.
   Bankr. D. Nev. Case No. 13-14412
     Chapter 11 Petition filed May 20, 2013
         See http://bankrupt.com/misc/nvb13-14412.pdf
         represented by: Dan M. Winder, Esq.
                         LAW OFFICE OF DAN M. WINDER, P.C.
                         E-mail: winderdandocket@aol.com

In re Eugene Cuff
   Bankr. D. N.J. Case No. 13-21018
      Chapter 11 Petition filed May 20, 2013

In re Wife 'n Kids, Inc.
        aka GOGO Donuts & Coffee
   Bankr. D. N.D. Case No. 13-30346
     Chapter 11 Petition filed May 20, 2013
         See http://bankrupt.com/misc/ndb13-30346.pdf
         represented by: Ross H. Espeseth, Esq.
                         BORMANN, MYERCHIN, MONASKY, ESPESETH, LLP
                         E-mail: respeseth@bmmelaw.com

In re W. Hunter Hayes, LLC
   Bankr. E.D. Pa. Case No. 13-14478
     Chapter 11 Petition filed May 20, 2013
         See http://bankrupt.com/misc/paeb13-14478.pdf
         represented by: Albert A. Ciardi, III, Esq.
                         CIARDI CIARDI & ASTIN, P.C.
                         E-mail: aciardi@ciardilaw.com

                                - and ?

                         Jennifer E. Cranston, Esq.
                         CIARDI CIARDI & ASTIN, P.C.
                         E-mail: jcranston@ciardilaw.com

In re Rainforest Eco Adventure Park, Inc.
        dba Junglequi
   Bankr. D.P.R. Case No. 13-04096
     Chapter 11 Petition filed May 20, 2013
         See http://bankrupt.com/misc/prb13-04096.pdf
         represented by: Mirta Rodriguez Mora, Esq.
                         RODRIGUEZ MORA LAW OFFICE
                         E-mail: mirtarodriguezmora@gmail.com

In re VTLM Texas, LP
   Bankr. W.D. Tex. Case No. 13-51330
     Chapter 11 Petition filed May 20, 2013
         See http://bankrupt.com/misc/txwb13-51330.pdf
         represented by: William R. Davis, Jr., Esq.
                         LANGLEY & BANACK, INC.
                         E-mail: wrdavis@langleybanack.com

                                - and ?

                         R. Glen Ayers, Jr., Esq.
                         LANGLEY AND BANACK, INC.
                         E-mail: gayers@langleybanack.com

In re Sweetbake, Inc.
   Bankr. E.D. Va. Case No. 13-12288
     Chapter 11 Petition filed May 20, 2013
         See http://bankrupt.com/misc/vaeb13-12288.pdf
         represented by: George LeRoy Moran, Esq.
                         E-mail: glmoran@yahoo.com

In re Tri-Bro, Inc.
        dba Ledo Pizza and Pasta
   Bankr. E.D. Va. Case No. 13-12294
     Chapter 11 Petition filed May 20, 2013
         See http://bankrupt.com/misc/vaeb13-12294.pdf
         represented by: John W. Bevis, Esq.
                         John W. Bevis, P.C.
                         E-mail: johnbevis@bevislawoffices.com

In re Fred Crum
   Bankr. N.D. Ala. Case No. 13-40988
      Chapter 11 Petition filed May 21, 2013

In re North American Aircraft Holdings, LLC
   Bankr. D. Ariz. Case No. 13-08591
     Chapter 11 Petition filed May 21, 2013
         See http://bankrupt.com/misc/azb13-8591.pdf
         represented by: Dennis J. Wortman, Esq.
                         Dennis J. Wortman, P.C.
                         E-mail: djwortman@azbar.org

In re Lynda Beierwaltes
   Bankr. D. Colo. Case No. 13-18655
      Chapter 11 Petition filed May 21, 2013

In re Susan Sutherland
   Bankr. D. Colo. Case No. 13-18733
      Chapter 11 Petition filed May 21, 2013

In re William Beierwaltes
   Bankr. D. Colo. Case No. 13-18655
      Chapter 11 Petition filed May 21, 2013

In re Inlet Bait, LLC
   Bankr. S.D. Fla. Case No. 13-21848
     Chapter 11 Petition filed May 21, 2013
         See http://bankrupt.com/misc/flsb13-21848.pdf
         represented by: David L. Merrill, Esq.
                         Ozment Merrill
                         E-mail: ecf@ombkc.com

In re Michael Vagnoni
   Bankr. S.D. Fla. Case No. 13-21831
      Chapter 11 Petition filed May 21, 2013

In re Bryan Adair
   Bankr. S.D. Miss. Case No. 13-1622
      Chapter 11 Petition filed May 21, 2013

In re Corey Rice
   Bankr. D. Nev. Case No. 13-14432
      Chapter 11 Petition filed May 21, 2013

In re Gifts Villa, LLC
   Bankr. W.D.N.Y. Case No. 13-11384
     Chapter 11 Petition filed May 21, 2013
         See http://bankrupt.com/misc/nywb13-11384.pdf
         represented by: Robert B. Gleichenhaus, Esq.
                         Gleichenhaus, Marchese & Weishaar, P.C.
                         E-mail: RBG_GMF@hotmail.com

In re Heskett Land Development Co., LLC
   Bankr. S.D. Ohio Case No. 13-54097
     Chapter 11 Petition filed May 21, 2013
         See http://bankrupt.com/misc/ohsb13-54097.pdf
         represented by: Matthew J. Thompson, Esq.
                         Nobile & Thompson Co., L.P.A.
                         E-mail: lahennessy@ntlegal.com

In re Jeffrey Steinberg
   Bankr. E.D. Pa. Case No. 13-14499
      Chapter 11 Petition filed May 21, 2013

In re Natalie Steinberg
   Bankr. E.D. Pa. Case No. 13-14499
      Chapter 11 Petition filed May 21, 2013

In re Cruz Drywall & Painting, Inc.
   Bankr. S.D. Tex. Case No. 13-20228
     Chapter 11 Petition filed May 21, 2013
         See http://bankrupt.com/misc/txsb13-20228.pdf
         represented by: John Todd Malaise, Esq.
                         E-mail: bonniep@malaiselawfirm.com

In re Thomas Balzer
   Bankr. E.D. Va. Case No. 13-32813
      Chapter 11 Petition filed May 21, 2013

In re Eric Greenhalgh
   Bankr. W.D. Wash. Case No. 13-14672
      Chapter 11 Petition filed May 20, 2013
In re The Masters Manufacturing and Welding, Inc.
   Bankr. E.D. Ark. Case No. 13-12966
     Chapter 11 Petition filed May 22, 2013
         See http://bankrupt.com/misc/areb13-12966.pdf
         represented by: O.C. "Rusty" Sparks, Esq.
                         O.C. "RUSTY" SPARKS, P.A.
                         E-mail: rustysparkslaw@gmail.com

In re Joanny Leroy
   Bankr. C.D. Cal. Case No. 13-05285
      Chapter 11 Petition filed May 22, 2013

In re Capstone Merchant Services, Inc.
        aka Capstone Loyalty & Rewards
   Bankr. C.D. Cal. Case No. 13-13480
     Chapter 11 Petition filed May 22, 2013
         See http://bankrupt.com/misc/cacb13-13480.pdf
         Filed as Pro Se

In re Gevik Beginian
   Bankr. C.D. Cal. Case No. 13-23479
      Chapter 11 Petition filed May 22, 2013

In re Cornelius Pinkston
   Bankr. M.D. Fla. Case No. 13-06371
      Chapter 11 Petition filed May 22, 2013

In re 808 West Waters, Inc.
   Bankr. M.D. Fla. Case No. 13-06741
     Chapter 11 Petition filed May 22, 2013
         See http://bankrupt.com/misc/flmb13-06741.pdf
         represented by: Perry G. Gruman, Esq.
                         PERRY G. GRUMAN, P.A.
                         E-mail: trent@grumanlaw.com

In re Jupiter Harbor Land Trust
   Bankr. S.D. Fla. Case No. 13-21933
     Chapter 11 Petition filed May 22, 2013
         See http://bankrupt.com/misc/flsb13-21933.pdf
         Filed as Pro Se

In re Debra Osborne
   Bankr. M.D. Ga. Case No. 13-51301
      Chapter 11 Petition filed May 22, 2013

In re Steven Zeidler
   Bankr. N.D. Ill. Case No. 13-21463
      Chapter 11 Petition filed May 22, 2013

In re Susan Burrage
   Bankr. D. Mass. Case No. 13-13059
      Chapter 11 Petition filed May 22, 2013

In re BBB Auto Enterprise, LLC
   Bankr. E.D. Mich. Case No. 13-50404
     Chapter 11 Petition filed May 22, 2013
         See http://bankrupt.com/misc/mieb13-50404p.pdf
         See http://bankrupt.com/misc/mieb13-50404c.pdf
         represented by: Michael A. Greiner, Esq.
                         FINANCIAL LAW GROUP, P.C.
                         E-mail: mike@financiallawgroup.com

In re Body by Bruce, Inc.
   Bankr. E.D. Mich. Case No. 13-50406
     Chapter 11 Petition filed May 22, 2013
         See http://bankrupt.com/misc/mieb13-50406p.pdf
         See http://bankrupt.com/misc/mieb13-50406c.pdf
         represented by: Michael A. Greiner, Esq.
                         FINANCIAL LAW GROUP, P.C.
                         E-mail: mike@financiallawgroup.com

In re Canal Resources, LLC
   Bankr. D. N.J. Case No. 13-21195
     Chapter 11 Petition filed May 22, 2013
         See http://bankrupt.com/misc/njb13-21195.pdf
         represented by: Nicholas Fitzgerald, Esq.
                         FITZGERALD & ASSOCIATES
                         E-mail: nickfitz.law@gmail.com

In re Shrader Veterinary Hospital,LLC
   Bankr. W.D. Pa. Case No. 13-22206
     Chapter 11 Petition filed May 22, 2013
         See http://bankrupt.com/misc/pawb13-22206.pdf
         represented by: Richard R. Tarantine, Esq.
                         E-mail: rrt@tarantinelaw.com

In re W PA OnSiteRX, LLC
   Bankr. N.D. Tex. Case No. 13-32615
     Chapter 11 Petition filed May 22, 2013
         See http://bankrupt.com/misc/txnb13-32615.pdf
         represented by: Kevin S. Wiley, Jr., Esq.
                         LAW OFFICES OF KEVIN S. WILEY, JR.
                         E-mail: kevinwiley@lkswjr.com

In re Gage Enterprises, LLC
   Bankr. E.D. Va. Case No. 13-32861
     Chapter 11 Petition filed May 22, 2013
         See http://bankrupt.com/misc/vaeb13-32861.pdf
         represented by: Robert Easterling, Esq.
                         E-mail: eastlaw@easterlinglaw.com

In re Tamara Rae Rios
   Bankr. E.D. Va. Case No. 13-50814
      Chapter 11 Petition filed May 22, 2013

In re Sybil Reynolds
   Bankr. S.D. W.Va. Case No. 13-50099
      Chapter 11 Petition filed May 22, 2013



In re CRG Restaurants, LLC
        dba Ramiros Mexican Food
   Bankr. D. Ariz. Case No. 13-08816
     Chapter 11 Petition filed May 23, 2013
         See http://bankrupt.com/misc/azb13-8816.pdf
         represented by: Allan D. Newdelman, Esq.
                         Allan D Newdelman PC
                         E-mail: anewdelman@qwestoffice.net

In re Alberto Gonzalez
   Bankr. E.D. Cal. Case No. 13-27008
      Chapter 11 Petition filed May 23, 2013

In re Future Leaders Early Learning Academy, Inc.
   Bankr. M.D. Fla. Case No. 13-03188
     Chapter 11 Petition filed May 23, 2013
         See http://bankrupt.com/misc/flmb13-3188.pdf
         represented by: Rehan N. Khawaja, Esq.
                         E-mail: khawaja@flabankruptcy.com

In re Elliott Koplitz
   Bankr. D.N.J. Case No. 13-21363
      Chapter 11 Petition filed May 23, 2013

In re Hartford & York LLC
   Bankr. E.D.N.Y. Case No. 13-43135
     Chapter 11 Petition filed May 23, 2013
         See http://bankrupt.com/misc/nyeb13-43135.pdf
         represented by: Narissa A. Joseph, Esq.
                         Law Office of Narissa Joseph
                         E-mail: njosephlaw@aol.com

In re Crab Shack, Inc.
   Bankr. E.D.N.C. Case No. 13-03358
     Chapter 11 Petition filed May 23, 2013
         See http://bankrupt.com/misc/nceb13-3358.pdf
         represented by: Trawick H Stubbs, Jr., Esq.
                         Stubbs & Perdue, P.A.
                         E-mail: efile@stubbsperdue.com

In re McKenna Brothers, Inc.
   Bankr. S.D. Tex. Case No. 13-20234
     Chapter 11 Petition filed May 23, 2013
         See http://bankrupt.com/misc/txsb13-20234.pdf
         represented by: Roderick Glen Ayers, Jr., Esq.
                         Langley Banack Inc.
                         E-mail: gayers@langleybanack.com

In re Kenneth Kinnear
   Bankr. W.D. Wash. Case No. 13-14828
      Chapter 11 Petition filed May 23, 2013

In re Doral Wilson
   Bankr. D. Ariz. Case No. 13-08886
      Chapter 11 Petition filed May 24, 2013

In re Bonnie Caudle
   Bankr. N.D. Cal. Case No. 13-52834
      Chapter 11 Petition filed May 24, 2013

In re Corridor Commercial, LLC
   Bankr. N.D. Ill. Case No. 13-21796
     Chapter 11 Petition filed May 24, 2013
         See http://bankrupt.com/misc/ilnb13-21796.pdf
         represented by: Richard S. Lauter, Esq.
                         Freeborn & Peters, LLP
                         E-mail: rlauter@freebornpeters.com

In re The Corridor I, LLC
   Bankr. N.D. Ill. Case No. 13-21797
     Chapter 11 Petition filed May 24, 2013
         See http://bankrupt.com/misc/ilnb13-21797.pdf
         represented by: Richard S. Lauter, Esq.
                         Freeborn & Peters, LLP
                         E-mail: rlauter@freebornpeters.com

In re Dearborn Village Holdings, LLC
   Bankr. E.D. Mich. Case No. 13-50597
     Chapter 11 Petition filed May 24, 2013
         represented by: Richard F. Fellrath, Esq.
                         LAW OFFICES OF RICHARD F. FELLRATH
                         E-mail: lawfell@wowway.com

In re Village Holdings, LLC
   Bankr. E.D. Mich. Case No. 13-50617
     Chapter 11 Petition filed May 24, 2013
         See http://bankrupt.com/misc/mieb13-50617.pdf
         represented by: Richard F. Fellrath, Esq.
                         LAW OFFICES OF RICHARD F. FELLRATH
                         E-mail: lawfell@wowway.com

In re Ladislao Hernandez
   Bankr. D. Nev. Case No. 13-14580
      Chapter 11 Petition filed May 24, 2013

In re Jacque Wheeler
   Bankr. E.D.N.C.Case No. 13-03392
      Chapter 11 Petition filed May 24, 2013

In re Auberto Nieves Guzman
   Bankr. D.P.R. Case No. 13-04232
      Chapter 11 Petition filed May 24, 2013

In re Edwin Hamm
   Bankr. M.D. Tenn. Case No. 13-04562
      Chapter 11 Petition filed May 24, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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