TCR_Public/130603.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, June 3, 2013, Vol. 17, No. 152

                            Headlines

17 PELHAM: Case Summary & 4 Largest Unsecured Creditors
ABSORBENT TECHNOLOGIES: Committee Taps Green & Markley as Counsel
ABSORBENT TECHNOLOGIES: Gary U. Scharff Approved as Counsel
ABSORBENT TECHNOLOGIES: Proposes $1-Mil. Loan from Lenders
ADAMS PRODUCE: Creditor Seeks to Alter Plan Confirmation Order

ADVANCE IRON: Conduit Court Remands Suit v. VP to State Court
AEOLUS PHARMACEUTICALS: Russell Skibsted to Quit as SVP & CFO
AEMETIS INC: Amends Heiskell Purchasing Agreement
AFA INVESTMENT: Asks for Plan Filing Exclusivity Until Oct. 2
AHERN RENTALS: Prices Upsized Private Offering of Sr. Sec. Notes

ALLIANCE HEALTHCARE: S&P Lowers Rating on $470MM Facility to 'B+'
ALLIED SYSTEMS: Creditors Look To Regulate Use of $15M D&O Policy
ALLY FINANCIAL: Asks Court to Approve Plan Support Agreement
AMERICAN AIRLINES: Fitch Rates $119.8MM Class C Certificates 'CCC'
AMERICAN GREETINGS: Buyout Prompts Moody's to Lower CFR to 'B1'

AMINCOR INC: Amends First Quarter Form 10-Q
API TECHNOLOGIES: First Amendment to Credit Pact with Wells Fargo
APOLLO MEDICAL: David Schmidt Named to Board of Directors
ARRHYTHMIA RESEARCH: Gets NYSE MKT Listing Non-Compliance Notice
AS SEEN ON TV: Assumes License Agreement with Chairman

ATARI INC: PWP Retention Order Amended on Timekeeping
ATLANTIC & PACIFIC: 2nd Cir. Upholds Assumption of Lease
ATP OIL: Asset Sale Isn't 'Preordained', Warns Judge
AVAYA INC: S&P Revises Outlook to Negative & Affirms 'B-' CCR
BANKS OF WISCONSIN: FDIC Named as Receiver; NSB Assumes Deposits

BEACON ENTERPRISE: Inks Pact to Acquire Optos Capital
BEATS ELECTRONICS: S&P Assigns 'B+' CCR; Outlook Stable
BIG M: Has Until Aug. 5 to Propose Plan of Reorganization
BIG M: Porzio Bromberg Approved as Special Litigation Counsel
BIG M: Time to Remove Civil Actions Extended to July 8

BIG M: Taps Porzio Bromberg as Insurance Litigation Counsel
BISCAYNE PARK: "Excess Value" Suit v. Madison Stays in Dist. Ct.
BLACK PRESS: Proposed $150MM Term Loan Gets Moody's 'B1' Rating
BLUEJAY PROPERTIES: Has Access to Cash Collateral Until July
BOMBARDIER RECREATIONAL: Moody's Retains B1 CFR Following IPO

BON-TON STORES: Incurs $26.6 Million Net Loss in First Quarter
BOSCH MOTORS: Case Summary & 6 Largest Unsecured Creditors
CAESARS ENTERTAINMENT: Bank Debt Trades at 10.24% Discount
CAI INTERNATIONAL: S&P Affirms 'BB' Corp. Credit Rating
CAMCO FINANCIAL: Stockholders Elect Three Directors

CANYON PORT: Jordan Hyden Directed to Provide Breakdown of Fees
CBS I: Charles E. Jack Approved to Provide Appraisal Services
CENTRAL EUROPEAN: Confirms Prepackaged Plan of Reorganization
CENTRAL EUROPEAN: RTL Extends Exchange Offer for 3% Senior Notes
CENTRAL FEDERAL: Stockholders Elect Three Directors

CENTRAL FEDERAL: John Lawell Quits as CFBank SVP Operations
CENTURY PLAZA: Has Access to Cash Collateral Until July
CLAIRE'S STORES: Incurs $26.6 Million Net Loss in 1st Quarter
CLEAR CHANNEL: Randall Mays Quits From Board
CLEARWATER SEAFOODS: Proposed Term Loans Get Moody's 'B1' Ratings

CODA HOLDINGS: White & Case Can't Rep Co. in Ch. 11
CODA HOLDINGS: June 3 Auction Scheduled for Note Holders
COMMUNITY FIRST: Four Directors Elected to Board
COMMUNITY WEST: Shareholders Elect Nine Directors
COMMUNICATION INTELLIGENCE: Gets $1.5 Million Additional Funding

CONTOURGLOBAL POWER: Moody's Withdraws 'B2' Ratings
CORMEDIX INC: Obtains Extension of NYSE MKT Listing
CUBIC ENERGY: Shareholders Elect Six Directors
DALLAS ROADS: Case to be Converted if No Approved Plan by August
DC DEVELOPMENT: Agrees With BB&T to Escrow Funds

DIGERATI TECHNOLOGIES: Voluntary Chapter 11 Case Summary
DTF CORP: June 25 Hearing on Adequacy of Plan Outline
DUMA ENERGY: To Use New 3D Seismic to Locate Deeper Reserves
DUVALL-WATSON: Court Dismisses Chapter 11 Case
E-DEBIT GLOBAL: To Sell Ownership in Group Link to Screenfin

EASTMAN KODAK: Judge Pushes Co., Ricoh to Set Patent Dispute Aside
EASTMAN KODAK: GECC Seeks $1.35MM Claim Over Private Jet
ELBIT IMAGING: Israeli Court Won't Convene Meeting of Creditors
ELEPHANT TALK: Significant Losses Prompts Non-Compliance Notice
EXPERA SPECIALTY: Moody's Assigns 'Caa1' Rating to $178MM Loan

FEDERAL-MOGUL CORP: Moody's Keeps CFR over $500MM Rights Offering
FIRST BALDWIN: Home Bancshares' Contribution Claim Rejected
FOREST OIL: Weak Finances Prompt Moody's to Lower CFR to 'B2'
FRIENDSHIP VILLAGE: Fitch Affirms 'BB-' Rating on Revenue Bonds
GENERAL MOTORS: Rapp Chevrolet Barred From Using GM Trademark

GLIMCHER REALTY: S&P Raises Corp. Credit Rating to 'BB-'
GOODMAN NETWORKS: Moody's Cuts CFR to B3 Following Debt Increase
GOODMAN NETWORKS: S&P Retains 'B' Notes Rating After $100MM Add-On
GREGORY & PARKER: Two Banks' Bid to Dismiss Bankr. Cases Denied
GREENBRIER NURSERIES: Case Summary & Creditors List

GREENVILLE LAND: Voluntary Chapter 11 Case Summary
GUNDER ROAD: Case Summary & 20 Largest Unsecured Creditors
GYMBOREE CORP: Bank Debt Trades at 1.83 % Off in Secondary Market
HARPER BRUSH: Case Converted to Chapter 7
HARRIS COUNTY HSA: Moody's Maintains Ba3, B2 & B3 3rd Lien Ratings

HEALTH NET: Fitch Affirms 'BB+' Issuer Default Rating
INTERNATIONAL HOME: June 10 Hearing on Approval of Plan Outline
INTERNATIONAL HOME: June 10 Hearing on Bank's Bid to Convert Case
JAZZ PHARMACEUTICALS: Debt Increase No Impact on Moody's Ba3 CFR
JG WENTWORTH: S&P Revises Outlook to Negative & Affirms 'B' ICR

KEELEY AND GRABANSKI: G&K Farms et al.'s Claims Disallowed
KEELEY AND GRABANSKI: Can't Employ DeWayne Johnston as Counsel
KGHM INTERNATIONAL: S&P Revises Ratings Outlook to Negative
LICHTIN/WADE LLC: Case Converted for Lack of Plan Funding
LIFE UNIFORM: Enters Into Asset Purchase Deal with Scrubs & Beyond

LIFE UNIFORM: Case Summary & 30 Largest Unsecured Creditors
LIFECARE HOLDINGS: Settlement for Unsecured Creditors Approved
LINN ENERGY: S&P Retains 'B+' CCR on CreditWatch Positive
LSP MADISON: Moody's Rates $450MM Sr. Secured Term Loan 'Ba3'
MAIN STREET: Daily Voice Auction Set for June 20

MFM INDUSTRIES: Meeting to Form Creditors' Panel on June 6
MOBILE MINI: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
MTS LAND: Mediation This Week; Confirmation Hearing Moved to Aug.
MUD KING: U.S. Trustee Unable to Appoint Creditors Committee
MUD KING: Muskat Martinez Approved as Special Litigation Counsel

MUNICIPAL CORRECTIONS: CohnReznick LLP Approved as Auditor
MURR'S AUTO: Case Summary & 6 Largest Unsecured Creditors
NATIONAL GOLD: Chancery Court Sides With Israel Discount Bank
NATURAL PORK: Panel Can Hire Cutler Law Firm as Associate Counsel
NATURAL PORK: Exclusive Plan Filing Extended Until Sept. 9

NEIMAN MARCUS: Bank Debt Trades at 0.08% Off in Secondary Market
NORTH AMERICAN BREWERIES: Moody's Changes Rating Outlook to Neg
NV ENERGY: Fitch 'BB+' Long-term IDR on Rating Watch Positive
NV ENERGY: S&P Puts 'BB+' Sr. Unsec. Rating on CreditWatch Pos.
ORMET CORP: Studying Details for Potential Chapter 11 Plan

OSI RESTAURANT: Bank Debt Trades at 0.1% off in Secondary Market
PARKVIEW, L.P.: Voluntary Chapter 11 Case Summary
PICCADILLY RESTAURANTS: Seeks to Expand FTI Employment
PLY GEM: S&P Raises Corporate Credit Rating to 'B'; Outlook Stable
PRO'S RANCH: Files Voluntary Chapter 11 Bankruptcy Petition

QUEBECOR MEDIA: Rogers Accord No Impact on Moody's Ba3 Rating
REGAL ENTERTAINMENT: Fitch Rates $250MM Sr. Unsecured Notes 'B-'
REVEL AC: S&P Withdraws All Ratings Following Bankruptcy Emergence
REVOLUTION DAIRY: Panel Retains Berkeley as Financial Advisor
REVOLUTION DAIRY: Seeks to Extend Plan Filing Deadline to June 24

RG STEEL: Hilco Warren Buys Steel Making Assets From BDM Warren
RHODES COMPANIES: Dist. Court Won't Reinstate James Rhodes' Claims
ROTHSTEIN ROSENFELDT: Plan Going to Creditors for Vote
ROYAL CARIBBEAN: May 27 Fire Incident No Impact on Moody's Ratings
RURAL/METRO CORP: High Leverage Cues Moody's to Cut CFR to Caa2

SAN DIEGO HOSPICE: Amends Schedules of Assets and Liabilities
SANDISK CORP: S&P Revises Outlook to Positive & Affirms 'BB' CCR
SCHOOL SPECIALTY: Seeks More Exclusivity Just in Case
SELECT MEDICAL: Moody's Lifts Rating on Sr. Debt Facility to Ba2
SERVICE CORP: S&P Puts 'BB-' Sr. Unsec. Rating on CreditWatch Neg.

SLM CORP: Moody's Clarifies Recent Ratings Action
SMART & FINAL: S&P Revises Outlook to Stable & Affirms 'B' CCR
SMITHFIELD FOODS: Moody's Reviews Ratings After Merger Pact
SOUTHERN OAKS: June 25 Hearing on Adequacy of Plan Outline
STAFFORD LOGISTICS: Moody's Rates New $130 Million Debt 'B3'

STAMP FARMS: Files Plan of Liquidation With Committee's Support
STAR BUFFET: Sells Real Estate Property to Repay Wells Fargo
STEWART ENTERPRISES: S&P Puts 'BB-' Rating on CreditWatch Dev.
SUNSTONE COMPONENTS: Files Schedules of Assets and Liabilities
SUNSTONE COMPONENTS: Five-Member Creditors Committee Formed

SUNSTONE COMPONENTS: Taps Landau Gottfried as Bankruptcy Counsel
SUNSTONE COMPONENTS: Taps Three Twenty One as Investment Banker
T-L BRYWOOD: Continued Hearing on Use of Cash Collateral Set Today
TELECOMMUNICATIONS MGT: Cable Acquisition No Impact on Moody's CFR
TRANSVANTAGE SOLUTIONS: U.S. Trustee to Appoint Ch. 11 Trustee

TRIUMPH GROUP: S&P Revises Outlook to Stable & Affirms 'BB' CCR
VEECO INSTRUMENTS: Gets NASDAQ Listing Non-Compliance Notice
VIDEOTRON LTEE'S: Moody's Says Rogers Pact is Credit-Positive
WAUPACA FOUNDRY: S&P Affirms 'B+' CCR Following $125MM Loan Add-On
WESTERN ALLIANCE: Moody's Withdraws 'Ba3' Rating on Senior Debt

XINERGY CORP: Moody's Withdraws 'Caa3' Ratings

* Moody's Notes Near-Flat 10-Year Growth for US State Debt
* 13 Defaults in First 4 Months of 2013, Says Fitch

* Circuit Court Liberalizes Rules on Mutual Setoff
* Lien on Rent Must Have Separate Adequate Protection
* Three Circuits Retain Absolute Priority Rule for Individuals

* BOND PRICING: For Week From May 27 to May 31, 2013

                            *********

17 PELHAM: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 17 Pelham Lane Realty Trust
        121 Philip Place
        Hawthorne, NY 10532

Bankruptcy Case No.: 13-22834

Chapter 11 Petition Date: May 29, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Francis J. O'Reilly, Esq.
                  Francis J. O'Reilly, Esq.
                  10 McMahon Place
                  Mahopac, NY 10541
                  Tel: (845) 621-1255
                  Fax: (845) 621-1686
                  E-mail: foreilly@bestweb.net

Scheduled Assets: $1,200,000

Scheduled Liabilities: $2,110,000

The Company?s list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb13-22834.pdf

The petition was signed by Dario Tertan, trustee.


ABSORBENT TECHNOLOGIES: Committee Taps Green & Markley as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Absorbent Technologies asks the U.S. Bankruptcy Court for
the District of Oregon for permission to retain Green & Markley,
P.C. as its counsel effective as of April 23, 2013.

The Committee initially selected Tonkon Torp LLP as its legal
counsel.  Due to a potential conflict, the firm withdrew as
counsel.

The Committee, with the unanimous approval of its members, has
selected G&M as its attorneys to represent the Committee in all
matters in this Chapter 11 case.

The hourly rates of Green & Markley's personnel are:

         David A. Foraker, Principal        $450
         Conde T. Cox, Of Counsel           $395
         Sanford R. Landress, Principal     $315
         Corri Larsen, Legal Assistant      $160

To the best of the Committee's knowledge, G&M does not represent
an adverse interest in connection with the case.

                      Absorbent Technologies

Absorbent Technologies, Inc., sought Chapter 11 protection (Bankr.
D. Ore. Case No. 13-31286) on March 8, 2013.  David C. Moffenbeier
signed the petition as CEO.  Judge Trish M. Brown presides over
the case.  The Law Office of Gary U. Scharff serves as the
Debtor's counsel.

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

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

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

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

The U.S. Trustee formed a four-member committee of unsecured
creditors.  Green & Markley, P.C. represents the Committee.


ABSORBENT TECHNOLOGIES: Gary U. Scharff Approved as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
Absorbent Technologies, Inc., to employ the Law Office of Gary U.
Scharff as counsel.

The hourly rates of the firm's personnel are:

         Gary Underwood Scharff, attorney              $420
         Heather A. Brann, attorney                    $280
         Kellie Ann Furr, legal assistant             $120

To the best of Debtor's knowledge, Messrs. Scharff and Brann
represent no interest adverse to Debtor or to the estate in
matters on which the law firm is to be engaged.

                      Absorbent Technologies

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

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

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

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

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

The U.S. Trustee formed a four-member committee of unsecured
creditors.  Green & Markley, P.C. represents the Committee.


ABSORBENT TECHNOLOGIES: Proposes $1-Mil. Loan from Lenders
----------------------------------------------------------
Absorbent Technologies, Inc., asks the U.S. Bankruptcy Court for
the District of Oregon for authorization to obtain postpetition
loans of up to $1,000,000 jointly from Joseph A. Nathan living
trust ua dtd 12/30/1996, Joseph A. Nathan trustee and United
Phosphorus Inc., with each providing one half of the loan.

The Debtor would use the loan to operate its business.  The Debtor
has been unable to obtain unsecured credit, except on the terms
and conditions set forth in the DIP Agreement.

The terms of the DIP financing are:

   (a) interest rate of 8% per annum on outstanding advances;

   (b) reimbursement of lenders' reasonable expenses associated
       with the credit facility, including attorney fees;

   (c) termination in the event of Debtor default; and

   (d) adequate protection consisting of the granting of

      (i) a first priority lien on all of the Debtor's
          intellectual property assets and all proceeds thereof,
          whether now existing or hereafter arising, and

     (ii) an allowed superpriority administrative expense claim
          pursuant to Section 364(c)(1) of the Bankruptcy Code.

                      Absorbent Technologies

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

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

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

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


ADAMS PRODUCE: Creditor Seeks to Alter Plan Confirmation Order
--------------------------------------------------------------
Mary Anderson, a creditor of Adams Produce Company, et al.,
objects to the notice of occurrence of the effective date of the
Debtors' second amended joint Chapter 11 plan of liquidation and
asks the Court to alter, amend, or vacate the same to allow her to
appeal the confirmation order.

According to Mary Anderson, represented by Walter F. McArdle,
Esq., at Spain & Gillon, LLC, in Birmingham, Alabama, on May 6,
2013, the Debtors filed the notice of occurrence of the effective
date.  The Notice provides that it is being entered pursuant to
the terms and conditions of the Debtors' confirmed Plan.  However,
the Debtors' confirmed Plan provides that "the Effective Date is
the first business day following the date on which the
Confirmation Order becomes a final order."  The order confirming
the Debtors' Plan was entered on April 24, 2013.  Pursuant to Rule
8002(a) of the Federal Rules of Bankruptcy Procedure, parties have
14 days after entry of the Confirmation Order to appeal.  The
deadline to appeal or file a post-trial motion expired at 12:00
Midnight on May 8, 2013.  Mr. McArdle argues that the first
business day after the order would become a final, non-appealable
order would be May 9, 2013.  Therefore, the Notice of Effective
Date was filed prematurely.

Mr. McArdle further argues that the Debtors should not be allowed
to file a Notice of Effective Date of the Plan until the order
confirming the Plan becomes a final, non-appealable order as
provided for in the Plan.

Ms. Anderson filed a claim asserting $250,076 for severance
payment.  Because Section 502(b)(7) of the Bankruptcy Code caps
her claim, she amended her claim to reduce the amount to $130,076.
Ms. Anderson believes that the balance of her claim arising from
her employment with the Debtors, but excluded from her Section
502(b)(7) claim, is a claim that can only be discharged by the
Debtors.  The liability for that claim and the unpaid balance of
the Section 502(b)(7) claim continues and can be recovered from
third persons.  However, Mr. McArdle notes that it appears the
Debtors attempt to discharge the non-502(b)(7) portion of the
claim, as to third persons and also enjoin Ms. Anderson from
collecting that liability.

The Debtor, according to Mr. McArdle, also seeks to limit Ms.
Anderson's claim to the priority amount and leave her with no
option to be paid any additional sums, even as a Class 3 General
Unsecured Creditor.

A hearing on Ms. Anderson's motions will be held on June 3, 2013,
at 11:00 AM.

                      About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce was a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.

Adams Produce disclosed $19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.  The Debtors owe PNC Bank, National
Association, $750,000 under a term loan, $1.35 million under a
real estate loan, and $3.4 million under a revolver.  The Debtors
are also indebted $2 million under promissory notes.  Adams owes
$4.4 million in accounts payable to trade and other creditors, and
$10.2 million to agricultural commodity suppliers.

The Debtors tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.  Brian R. Walding, Esq., at
Walding LLC, in Birmingham, Alabama, represents the Ad Hoc
Committee of Non-Insider Employees as counsel.

Adams Produce halted operations after filing for bankruptcy. It
sold off the perishable inventory with court approval to former
company managers for about half cost.


ADVANCE IRON: Conduit Court Remands Suit v. VP to State Court
-------------------------------------------------------------
The adversary complaint CONTEGRA CONSTRUCTION COMPANY, LLC,
Plaintiff v. ROBERT V. SUTPHEN, Defendant, Adv. Proc. No. 13-03017
(Bankr. S.D. Ill), has been remanded to state court in a May 22,
2013, opinion by the Illionois bankruptcy court available at
http://is.gd/fCo8Ztfrom Leagle.com.

Robert V. Sutphen is the vice president for Advance Iron Works,
Inc., who filed a Chapter 11 petition on Nov. 20, 2012.  Before
filing for bankruptcy, the Debtor and Contegra are parties to a
steel fabrication contract for a construction project Contegra
managed in Belleville, Illinois.  However, a dispute arose among
the parties involving contract violations.

The dispute resulted to two lawsuits Contegra filed against the
Debtor and a third suit against Mr. Sutphen.  Of particular
concern to the bankruptcy court is the third lawsuit, which was
filed against Mr. Stuphen on Jan. 17, 2013, in the Circuit Court
for the Third Judicial Circuit, Madison County, in Edwardsville,
Illinois.

On Feb. 15, 2013, the Debtor sought to remove the Madison County
case to the Southern District of Illinois.  A few days after, on
Feb. 21, it sought to transfer the removed Madison County case
from the Southern District of Illinois to the Northern District of
Illinois bankruptcy court.

In support of its removal request, the Debtor asserted that,
although not a party to the Madison County lawsuit, it is the real
party-in-interest.

In a May 22 decision, Judge Laura K. Grandy of the U.S. Bankruptcy
Court for the Southern District of Illinois said that the Debtor
may not avail itself of the removal procedures since it is not a
party to the Madison County case nor has it attempted to become
one.  Nor does Mr. Sutphen's consent to the Debtor's attempted
removal cure the problems inherent in the Debtor's notice of
removal, the judge noted.  Against this backdrop, Judge Grandy
concluded that the remedy is to remand the litigation to the
Madison County court.

Another issue raised is whether the Southern District of Illinois
court -- as the conduit court -- should decide if Contegra is
barred by the automatic stay of 11 U.S.C. Sec. 362 from pursuing
the state court litigation against Mr. Sutphen.  To this issue,
Judge Grandy said, "Th[e Southern District of Illinois Bankruptcy]
Court agrees with Contegra that it should not decide the question
of whether the Madison County lawsuit is barred by the automatic
stay protecting Advance.  Since it is remanding the improperly
removed action to the state court, this Court is not a proper
forum for addressing this issue."

Nothing in Judge Grandy's opinion and order, however, prevents the
Debtor from directing this question to the home court in which the
Debtor's chapter 11 case is pending.


AEOLUS PHARMACEUTICALS: Russell Skibsted to Quit as SVP & CFO
-------------------------------------------------------------
Russell Skibsted, senior vice president & chief financial officer
of Aeolus Pharmaceuticals, Inc., provided notice that he is
resigning from the Company, effective May 31, 2013.

Concurrently with Mr. Skibsted's resignation, effective May 31,
2013, the Company appointed David Cavalier, an employee of the
Company and the Chairperson of the Company's Board of Directors,
to act as interim Chief Financial Officer of the Company and as
the Company's interim principal financial and accounting officer.
Mr. Cavalier, age 43, has been the Chairman of the Board since
April 30, 2004, and became a full-time employee of the Company in
November 2009.  Since 2001, he has been a Principal and the Chief
Operating Officer of Xmark Opportunity Partners, LLC, a manager of
a family of private investment funds.  From 1995 to 1996, Mr.
Cavalier worked for Tiger Real Estate, a $785 million private
investment fund sponsored by Tiger Management Corporation.  Mr.
Cavalier began his career in 1994 in the Investment Banking
Division of Goldman, Sachs & Co., working on debt and equity
offerings for public and private real estate companies.  He
received a B.A. from Yale University and an M.Phil. from Oxford
University.

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

                        http://is.gd/FZikIC

                    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.


AEMETIS INC: Amends Heiskell Purchasing Agreement
-------------------------------------------------
Aemetis Advanced Fuels Keyes, Inc., a wholly-owned subsidiary of
Aemetis, Inc., entered into an Amended and Restated Heiskell
Purchasing Agreement dated May 16, 2013, with J.D. Heiskell
Holdings, LLC, doing business as J.D. Heiskell & Co.

Pursuant to the Purchasing Agreement, Heiskell will purchase and
then resell the wet distiller's grains with solubles, concentrated
distiller's solubles (a low fiber, high-protein product derived
from the ethanol production process, also known as syrup), corn
oil (a high fat liquid product derived from the ethanol production
process), and denatured ethanol from AAFK's ethanol plant located
near Keyes, California.  The Purchasing Agreement will continue
annually unless either party gives notice of termination as
outlined in the agreement.

On May 17, 2013, AAFK entered into an Amended and Restated Grain
Procurement and Working Capital Agreement dated May 7, 2013, with
Heiskell.  Pursuant to the Grain Procurement Agreement, AAFK will
purchase from Heiskell all of AAFK's requirements for whole yellow
corn for the ethanol plant, and from time to time, Heiskell may
also enter into sale contracts with AAFK for milo/grain sorghum.

                           About Aemetis

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

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

The Company reported a net loss of $4.3 million on $189.0 million
of revenues in 2012, compared with a net loss of $18.3 million on
$141.9 million of revenues in 2011.  The Company's balance sheet
at March 31, 2013, showed $94.76 million in total assets, $98.14
million in total liabilities and a $3.37 million total
stockholders' deficit.


AFA INVESTMENT: Asks for Plan Filing Exclusivity Until Oct. 2
-------------------------------------------------------------
AFA Investment Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to further extend their exclusive plan filing
period through and including October 2, 2013, and their exclusive
solicitation period through and including December 2, 2013, to
allow them to continue to pursue a global settlement with key
stakeholders, including the Official Committee of Unsecured
Creditors, the Second Lien Agent, Nadia Sanchez, on behalf of
herself and all others similarly situated, and American Capital,
Ltd.

According to the Debtors, the global settlement will bring the
Chapter 11 cases to an efficient conclusion and maximize the value
of the Debtors' estates for the benefit of their stakeholders.
The Global Settlement also may provide a framework for the
eventual development and confirmation of a Chapter 11 plan, the
Debtors tell the Court.  The Debtors say they are not seeking a
fourth extension of the Exclusive Periods to exert undue pressure
on any creditor.

A hearing on the request will be on June 19, 2013, at 4:00 p.m.
Objections are due June 7.

Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Peter J.
Keane, Esq., at Pachulski STANG Ziehl & Jones LLP, in Wilmington,
Delaware; Tobias S. Keller, Esq., at Jones Day, in San Francisco;
and Jeffrey B. Ellman, Esq., and Brett J. Berlin, Esq., at Jones
Day, in Atlanta, Georgia, represent the Debtors.

                          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: Prices Upsized Private Offering of Sr. Sec. Notes
----------------------------------------------------------------
Ahern Rentals, Inc. on May 31 disclosed that it has priced its
offering of $420,000,000 aggregate principal amount of 9.50%
Senior Secured Notes due 2018.  The Notes will mature on June 15,
2018 unless earlier repurchased or redeemed in accordance with
their terms.  The company increased the size of the offering to
$420,000,000 from $415,000,000.

The company is conducting the offering in connection with its exit
from Chapter 11 bankruptcy under a reorganization plan, which also
contemplates that the company will enter into a new secured credit
facility and that existing shareholders will make an equity
contribution of $5 million to the company.  The net proceeds from
the offering will be placed in escrow until the company exits
bankruptcy.  The company intends to use the net proceeds from the
offering, along with borrowings under the new credit facility and
the equity contribution, to repay its existing debtor-in-
possession loan and its existing term loan, and to redeem
outstanding senior secured notes due 2013.  Any remaining proceeds
will be used for other general corporate purposes.  The sale of
the Notes is expected to be completed on June 7, 2013, subject to
market and other customary conditions.

The Notes are being offered and sold to qualified institutional
buyers in the United States pursuant to Rule 144A and outside the
United States pursuant to Regulation S under the Securities Act of
1933.  The Notes have not been registered under the Securities Act
of 1933 or any state securities laws and may not be offered or
sold in the United States absent registration or an exemption from
the registration requirements of the Securities Act of 1933 and
applicable state laws.

This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes or any other securities,
and does not constitute an offer, solicitation or sale in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful.  This press release is being issued pursuant to
and in accordance with Rule 135c under the Securities Act of 1933.

                        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.


ALLIANCE HEALTHCARE: S&P Lowers Rating on $470MM Facility to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Alliance HealthCare Services' $470 million secured bank facility
to 'B+' from 'BB-', and revised the recovery rating to '3',
indicating prospects of meaningful recovery (50%-70%) of principal
in the event of a default.  The facility comprises a $340 million
term loan and $80 million delayed draw loan, and $50 million
revolving credit facility, which mature in 2019 and 2018,
respectively.  S&P also assigned its 'B+' rating to the
$80 million delayed draw loan, with a '3' recovery rating.  This
financing, which S&P expects will take out the company's
outstanding term loan and $80 million of unsecured debt, will be
debt leverage neutral and will lower interest rates and extend
maturities.  The issue-level and recovery ratings are one notch
below S&P's rating on the existing term loan as a result of the
incremental $80 million of secured debt.

S&P's ratings on Newport Beach, Calif.-based Alliance HealthCare
Services reflects its "weak" business risk profile highlighted by
a fragmented diagnostic imaging market with somewhat low barriers
to entry, reimbursement risk, and a relatively high fixed-cost
structure.  Although operating performance remains under pressure,
Alliance HealthCare's financial metrics have stabilized over the
past few quarters.  Adjusted debt leverage of 4.1x and funds from
operations-to-debt of 17% for 2012 are consistent with the
company's "aggressive" financial risk profile.  Healthy internal
cash generation support the company's "adequate" liquidity.

RATINGS LIST

Alliance HealthCare Services
Corporate Credit Rating               B+/Stable/--

Ratings Lowered/Recovery Ratings Revised

                                       To         From
Alliance HealthCare Services

Senior Secured
$340 mil term loan due 2019           B+         BB-
  Recovery Rating                      3          2
$50 mil revolving facility due 2018   B+         BB-
  Recovery Rating                      3          2

Rating Assigned

Alliance HealthCare Services

Senior Secured
$80 million delayed draw loan          B+
Recovery Rating                       3


ALLIED SYSTEMS: Creditors Look To Regulate Use of $15M D&O Policy
-----------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that unsecured creditors
of private equity-owned Allied Systems Holdings Inc. asked a
Delaware bankruptcy judge to restrict its board's ability to tap a
$15 million directors and officers insurance policy to recoup
legal expenses from a related suit, saying unlimited access would
drain the car hauler's assets.

According to the report, the committee of unsecured creditors --
which in February brought an adversary complaint against Yucaipa
Cos. Ltd., the debtors' private equity owner, and certain Allied
board members -- does not dispute that individual directors are
covered under the policy, but wants the use of the policy limited.

                       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.


ALLY FINANCIAL: Asks Court to Approve Plan Support Agreement
------------------------------------------------------------
Residential Capital, LLC, and certain of its wholly owned direct
and indirect subsidiaries asked the Bankruptcy Court to approve a
plan support agreement pursuant to which the parties will support
a Chapter 11 plan in the Debtors' Chapter 11 cases that will,
among other things, settle and provide Ally Financial full
releases for all existing and potential claims between Ally and
the Debtors.  Ally believes it has strong defenses against these
claims and will vigorously defend its position, as necessary.

Ally Financial, on behalf of itself and certain of its
subsidiaries entered into the PSA with:

   -- the Debtors;

   -- the official committee of unsecured creditors appointed in
      the Debtors' Chapter 11 cases, and certain creditors,
      including AIG Asset Management (U.S.), LLC;

   -- Allstate Insurance Company;

   -- Financial Guaranty Insurance Company, which has executed the
      agreement pending regulatory approval;

   -- counsel to the putative class of persons represented in the
      consolidated class action entitled In re: Community Bank of
      Northern Virginia Second Mortgage Lending Practice
      Litigation, filed in the United States District Court for
      the Western District of Pennsylvania, MDL No. 1674, Case
      Nos. 03-0425, 02-01201, 05-0688, 05-1386;

   -- Massachusetts Mutual Life Insurance Company;

   -- MBIA Insurance Corporation;

   -- Paulson & Co. Inc., a holder of ResCap's senior unsecured
      notes issued by ResCap;

   -- Prudential Insurance Company of America;

   -- certain investors in residential mortgage-backed securities
      backed by mortgage loans held by securitization trusts
      associated with securitizations sponsored by the Debtors
      between 2004 and 2007 represented by Kathy Patrick of Gibbs
      & Bruns LLP and Keith H. Wofford of Ropes & Gray LLP;

   -- Talcott Franklin of Talcott Franklin, P.C., as counsel for
      certain RMBS investors;

   -- Wilmington Trust, National Association in its capacity as
      Indenture Trustee for ResCap's senior unsecured notes; and

   -- certain trustees or indenture trustee for certain mortgage
      backed securities trusts.

The PSA, which incorporates a term sheet for the Plan, provides,
among other things, that, on the effective date of the Plan, Ally
will contribute to the Debtors' estates $1.95 billion in cash or
cash equivalents, and will further contribute $150 million
received by Ally for claims it pursues against its insurance
carriers related to the claims released in connection with the
Plan, with that amount guaranteed by Ally to be paid no later than
Sept. 30, 2014, in exchange for the releases of Ally to be
included in the Plan.  The Ally Contribution and other assets of
the Debtors' estates will be distributed to creditors under the
Plan.  In addition, the Plan provides for the full repayment of
Ally's secured claims against the Debtors, including approximately
$1.13 billion that is owed to Ally by certain of the Debtors under
existing credit facilities.

The Plan will include a settlement of insurance disputes between
Ally and the Debtors under which the Debtors will relinquish in
favor of Ally all of their rights to coverage under certain
insurance policies.  Further, the PSA requires that all litigation
against Ally by the Debtors, the Creditors' Committee and the
Consenting Claimants be stayed so long as the PSA has not been
terminated.

In connection with the PSA, and as a result of an expected
increase to its reserve for litigation, Ally expects to record a
charge of approximately $1.55 billion in the second quarter of
2013.

The PSA requires, among other things, that the following
milestones be satisfied: (i) Wilmington Trust must receive a
direction to enter into the PSA from the holders of senior
unsecured notes on or before May 31, 2013; (ii) the Bankruptcy
Court must approve the PSA on or before July 3, 2013; (iii) the
Plan and related disclosure statement must be filed with the
Bankruptcy Court on or before July 3, 2013; (iv) the FGIC
rehabilitation court must approve the PSA and a separate
settlement agreement entered into among the Debtors, FGIC,
trustees of residential mortgage-backed trusts and certain
institutional investors on or before Aug. 19, 2013; (v) the
Bankruptcy Court must approve the Disclosure Statement on or
before Aug. 30, 2013; and (vi) the effective date of the Plan must
occur on or before Dec. 15, 2013.  In the event any of the
milestones are not satisfied, the PSA could be terminated.

On May 14, 2012, ResCap and certain of its wholly owned direct and
indirect subsidiaries filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York.

A copy of the Form 8-K as filed with the SEC is available at:

                       http://is.gd/OV6qws

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company's balance sheet at Dec. 31, 2012, showed
$182.34 billion in total assets, $162.44 billion in total
liabilities, and $19.89 billion in total equity.  Ally Financial
Inc. reported net income of $1.19 billion for the year ended
Dec. 31, 2012, as compared with a net loss of $157 million during
the prior year.

                           *     *     *

As reported by the TCR on Feb. 27, 2013, Moody's Investors Service
confirmed the B1 corporate family and senior unsecured ratings of
Ally Financial, Inc. and supported subsidiaries and assigned a
positive rating outlook.

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.  In the Feb. 13, 2013,
edition of the TCR, Fitch Ratings has maintained the Rating Watch
Negative on Ally Financial Inc. including the Long-term IDR 'BB-'.

As reported by the Troubled Company Reporter on May 22, 2012,
Standard & Poor's Ratings Services revised its outlook on Ally
Financial Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its ratings, including its 'B+' long-
term counterparty credit and 'C' short-term ratings, on Ally.
"The outlook revision reflects our view of potentially favorable
implications for Ally's credit profile arising from measures the
company announced May 14, 2012, designed to resolve issues
relating to Residential Capital LLC, Ally's troubled mortgage
subsidiary," said Standard & Poor's credit analyst Tom Connell.

In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the
ratings of Ally and certain related subsidiaries, including its
Issuer and Long-Term Debt rating of BB (low), Under Review
Developing.  This rating action follows the decision by Ally's
wholly owned mortgage subsidiary, Residential Capital to file a
pre-packaged bankruptcy plan under Chapter 11 of the U.S.
Bankruptcy Code.


AMERICAN AIRLINES: Fitch Rates $119.8MM Class C Certificates 'CCC'
------------------------------------------------------------------
Fitch Ratings assigns the following rating to American Airlines
Pass Through Trust Certificates, Series 2013-1:

-- $119.8 million class C certificates (C-tranche) with an
   expected maturity of July 2018 'CCC'.

Fitch has also placed the AA 2013-1 class C certificates on Rating
Watch Positive reflecting Fitch's expectation that the tranche
will likely be upgraded once American Airlines Inc. (AA; rated
'D') exits from Chapter 11 and completes its proposed merger with
US Airways (LCC; rated 'B+', Outlook Positive).

Fitch assigned a rating of 'BBB+' to the AA 2013-1 A-tranche and a
rating of 'B' to the B-tranche in March of this year. For more
information regarding the AA 2013-1 transaction please see Fitch's
press release titled 'Fitch Rates American Airlines Inc.'s
Proposed 2013-1 EETC Class A Certs 'BBB+' & Class B Certs 'B'
dated March 5, 2013 at www.fitchratings.com.

Key Rating Drivers

The 'CCC' rating represents a four notch uplift from AA's current
IDR of 'D'. Fitch typically assigns ratings on EETC C-tranches of
1 to 2 notches above the IDR of the underlying airline. However,
in this case, Fitch believes that a higher number of notches is
more appropriate given the inherent credit quality of the class C
certificates based on both the strength of the underlying
collateral, AA's better than expected operating profile during
Chapter 11, and the fact that the aircraft have been affirmed.
These factors are offset by the general uncertainty of the
bankruptcy process and the absence of a liquidity facility.

Transaction Overview
The C-tranche will be sized at $119.8 million, and will feature a
5.1 year bullet maturity. It will constitute roughly 15% of the
total debt raised in this transaction, which is roughly in line
with most recent C-tranche issuances.

The initial C-tranche loan to value (LTV) based on Fitch's
aircraft values (provided by an independent third party appraiser)
is 90.3%, which is comparable to the LCC 2012-1 and CAL 2012-3 C
tranches that Fitch rated in 2012. The Base LTV is expected to
rise slowly throughout the deal (due to the bullet maturity),
reaching a max of 94.3%. As with subordinate tranches in most
EETCs, the AA C-tranche will not feature a liquidity facility, and
will be the first loss piece for this pool.

As part of its reorganization plan, AA financed 13 aircraft
through the 2013-1 EETC transaction, making it the first EETC
issued while an airline is operating under Chapter 11 court
supervision. Accordingly, the new equipment notes (and thereby the
certificates) will qualify as 'post-petition' secured DIP
financing as per the court-approved DIP order, and thereby grant
creditors stronger downside protection while AA is still in
Chapter 11. These stronger provisions are not incorporated in
Fitch's ratings, as they 'fall-away' upon emergence when the
contractual terms revert to standard EETC documentation, which
forms the basis of Fitch's ratings analysis.

The collateral package is comprised predominantly of Tier 1 (93%
of collateral value) and Tier 2 aircraft, includes the following
fleet types, all of which are core to AA's fleet, on a standalone
basis, and Fitch expects also when combined with LCC.

-- Four Tier 1 777-300ERs (2013 deliveries) representing 73% of
   initial collateral value;

-- Eight Tier 1 737-800s (seven 2000 vintage; one 2001 vintage)
   representing 20% of initial collateral value;

-- One Tier 2 777-200ER (2000 vintage) representing 7% of initial
   collateral value.

Post-Petition Status: Under the proposed AA 2013-1 EETC
transaction, AA will re-execute new equipment notes (in the form
of mortgage) underlying the new certificates to be issued by a
newly formed trust while AA is under court supervision.
Consequently, the new equipment notes (and thereby the
certificates) will qualify as 'post-petition' secured DIP
financing as per the court-approved DIP order. Creditors in the AA
13-1 EETC will not only continue to hold a first priority claim to
the pledged assets, but also continue to have their debt-service
payments qualify as an 'administrative expense' similar to holders
of the existing EETCs that have been affirmed and therefore, also
been elevated to an administrative expense status.

Standard EETC Structural Enhancements (Upon Emergence): Once AA
emerges from Chapter 11 (expected later this year), Section 1110
and the standard features of the EETC template will govern the
certificates. Similar to other recent EETCs, AA 2013-1 includes a
dedicated liquidity facility provided by Natixis for both class A
and B certificate holders that guarantees three consecutive
interest payments over a period of 18 months in a potential
default scenario. AA 2013-1 also includes the customary cross-
collateralization and cross-default features that treat all
aircraft as one pool of assets and limit AA's ability to cherry-
pick assets within a EETC in a future bankruptcy.

Rating Sensitivities:

The Rating Watch Positive on the AA 2013-1 C-tranche reflects
Fitch's expectations that the certificates will be upgraded upon
American's emergence from Chapter 11 bankruptcy and completes its
proposed merger with US Airways.

Fitch has assigned the following ratings:

American Airlines Pass Through Trusts 2013-1

-- Series 2013-1 class C certificates 'CCC'.


AMERICAN GREETINGS: Buyout Prompts Moody's to Lower CFR to 'B1'
---------------------------------------------------------------
Moody's Investors Service downgraded American Greetings Corp's
Corporate Family Rating to B1 from Ba1 in connection with the
management buyout by a group led by Chairman Morry Weiss, Chief
Executive Officer Zev Weiss and Chief Operating Officer Jeffrey
Weiss, in a deal valued at around $1 billion.

At the same time, Moody's downgraded the $225 million of existing
senior unsecured notes to B3 from Ba2. Moody's will rate the $600
million senior secured credit facility (consisting of a $200
million revolving credit facility and a $400 million term loan)
prior to its launch. The rating of the unsecured notes reflects
the new capital structure. These actions conclude a review for
possible downgrade initiated on September 26, 2012. The outlook is
stable.

American Greetings will finance the deal with a combination of
debt and equity ($240 million of new preferred equity and
approximately $40 million of existing common equity), a $400
million term loan, $61 of cash and a $225 million rollover of
existing debt). The preferred stock is held by Koch AG Investment,
LLC, a subsidiary of Koch Industries Inc., and is treated as debt
by Moody's for analytical purposes as it matures in 10 years and
is puttable. This transaction raises American Greetings pro forma
debt to EBITDA to just under 5 times from around 2.7 times as of
February 28, 2013. If the preferred stock was treated as equity,
pro forma debt to EBITDA would be around 4 times.

"We do not expect the management buyout to affect American
Greetings' modest growth potential, which will mostly come from
its acquisitions of Clinton Cards, Recycled Paper Greetings,
Papyrus and Watermark Publishing, as it battles to offset
competitive pressures," said Kevin Cassidy, Senior Credit Officer,
at Moody's Investors Service. "We think debt to EBITDA will remain
above 4 times for at least the next couple of years," he noted.

The following ratings were downgraded:

Corporate Family Rating to B1 from Ba1;

Probability of Default Rating to B1-PD from Ba1-PD;

$225 Million Sr Unsecured Notes Rating to B3 (LGD 5, 81%) from Ba2
(LGD 5, 75%);

$400 Million Secured Revolving Credit Facility Rating to Ba2 (LGD
2, 21%) from Baa3 (LGD 2, 21%) rating will be withdrawn when the
new $600 million credit facility closes;

Sr. Unsecured Shelf Rating to (P) B3 from (P) Ba2;

The following rating was affirmed:

Speculative grade liquidity rating at SGL 2

Ratings Rationale:

American Greetings' B1 Corporate Family Rating reflects the
business risks inherent in the greeting card industry, which is
characterized by low or in some cases declining growth rates, its
modest size with revenue around $1.9 billion, integration of its
June 2012 acquisition of Clinton Cards, weak consumer branding and
heavy competition. The ratings are supported by the company's
position in the U.S. greeting card industry as one of the two
leading companies, its long operating history of over 100 years,
predictable demand for its products, and important relationships
with retail customers. A key element to American Greetings' rating
is its efficient cost structure and recent strategic acquisitions
and disposition of its US retail operations. These positive
factors are offset by the management buyout and resulting increase
in leverage to just under 5 times from 2.7 times. Moody's believes
stronger credit metrics are necessary to balance the mature nature
of American Greetings' business.

The stable outlook reflects Moody's belief that American
Greetings' operating performance will modestly increase in fiscal
2014 as a result of a full year of operations of Clinton Cards,
but then remain at or close to the new levels thereafter. Debt to
EBITDA approaching 4.5 times by the end of Fiscal 2014 is
reflected in the outlook.

The rating could be upgraded if the integration of Clinton Cards
continues to go well, revenue increases on a sustained basis and
credit metrics improve from current levels. Specifically, debt to
EBITDA would need to be sustained below 4 times and retained cash
flow/net debt should approach 20% (pro forma 14%).

The rating could be downgraded if operating performance weakens
considerably or if the company increases leverage to fund
shareholder returns or acquisitions such that debt to EBITDA is
sustained above 5 times or retained cash flow/net debt falls below
10% for a prolonged period.

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

American Greetings Corporation is a leading developer,
manufacturer and distributor of greeting cards and social
expression products. Sales were approximately $1.9 billion for the
year ended February 28, 2013.


AMINCOR INC: Amends First Quarter Form 10-Q
-------------------------------------------
Amincor, Inc., has amended its quarterly report on Form
10-Q for the quarterly period ended March 31, 2013, filed with the
Securities and Exchange Commission on May 17, 2013, solely to
furnish Exhibit 101 to the Form 10-Q.  Exhibit 101 provides the
financial statements and related notes from the Form 10-Q
formatted in XBRL (Extensible Business Reporting Language).  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/2j2BFp

                          About Amincor Inc.

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

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

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

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

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

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


API TECHNOLOGIES: First Amendment to Credit Pact with Wells Fargo
-----------------------------------------------------------------
API Technologies Corp. entered into a First Amendment to the
Credit Agreement, by and among the Company and certain of its
subsidiaries, as borrowers, the lenders from time to time party
thereto and Wells Fargo Bank, National Association, as
administrative agent.  The Amendment amends the certain Credit
Agreement, dated as of Feb. 6, 2013, by and among the Borrowers,
the lenders from time to time party thereto, the Agent and Wells
Fargo Bank, National Association, as English law security trustee.

The Amendment amends certain cash management and reporting
requirements.

A copy of the Amended Credit Agreement is available at:

                        http://is.gd/QBkRn9

                    About API Technologies Corp.

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at www.apitech.com.

For the 12 months ended Nov. 30, 2012, the Company reported a net
loss of $148.70 million, as compared with a net loss of $17.32
million during the prior year.

The Company's balance sheet at Feb. 28, 2013, showed $ 381.70
million in total assets, $232.94 million in total liabilities,
$25.23 million in preferred stock, and $123.52 million in
shareholders' equity.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies Corp. to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


APOLLO MEDICAL: David Schmidt Named to Board of Directors
---------------------------------------------------------
Apollo Medical Holdings, Inc., has appointed David G. Schmidt as
an independent member of its Board of Directors.

Mr. Schmidt is currently a Principal of Schmidt & Associates, a
consultancy practice that focuses on strategic planning and
implementation in the healthcare industry.  From 2002 to 2010, he
served as the CEO and Member of the Board of SCAN Health Plan, the
tenth largest Medicare Advantage plan in the country.  With
revenues exceeding $1.8 billion, the Company served more than
130,000 Medicare beneficiaries, including a large number of
individuals receiving both Medicare and Medicaid.

Prior to joining SCAN, Mr. Schmidt served as CEO of Medicheck, a
firm that provided Internet-based financial service management to
healthcare organizations.  He led the Company from development
stage through its sale to a healthcare IT company, Passport Health
Communications.  He then served on Passport's Board for four
years.  Prior to Medicheck, Mr. Schmidt was the Senior Vice
President of Sales and Customer Services for Care America/Blue
Shield Health Plan and Regional Vice President for FHP Healthcare.
He received a BA in Economics from UCLA and an MBA from The
Anderson School of Management at UCLA.

"We are honored to have David join our Board of Directors," stated
Warren Hosseinion, MD, chief executive officer of ApolloMed.  "His
wealth of industry experience in working with the specialized
needs of high growth healthcare companies should prove invaluable
to us as we persist in executing strategies to nationally
distinguish ApolloMed as a noted leader in integrated healthcare
delivery."

"I am very pleased to be joining the ApolloMed team, as I believe
their physician-driven, patient-centric approach to healthcare
delivery will prove to be part of the solution to our country's
healthcare crisis," added Schmidt.

Mr. Schmidt entered into the Company's form of Director Agreement,
which entitles him to receive a fee of $1,000 per Board meeting
attended, as well as a grant of 400,000 restricted shares of the
Company's common stock for his Board service.  These restricted
shares will vest evenly on a monthly basis over a 3-year period.

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern qualification on the consolidated financial
statements for the fiscal year ended Jan. 31, 2013.  The
independent auditors noted that the Company had a loss from
operations of $2,078,487 for the year ended Jan. 31, 2013, and had
an accumulated deficit of $11,022,272 as of Jan. 31, 2013.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Apollo Medical reported a net loss of $8.90 million on $7.77
million of net revenues for the year ended Jan. 31, 2013, as
compared with a net loss of $720,346 on $5.11 million of net
revenues for the year ended Jan. 31, 2012.  The Company's balance
sheet at Jan. 31, 2013, showed $3.22 million in total assets,
$3.61 million in total liabilities and a $391,379 total
stockholders' deficit.


ARRHYTHMIA RESEARCH: Gets NYSE MKT Listing Non-Compliance Notice
----------------------------------------------------------------
Arrhythmia Research Technology, Inc. on May 31 disclosed that, on
May 17, 2013, it received notice from the NYSE MKT LLC that it is
not in compliance with certain of the Exchange's continued listing
standards as set forth in Sections 134 and 1101 of the Exchange's
Company Guide as a result of the failure to file its interim
report on Form 10-Q on a timely basis.  The Company has therefore
become subject to the procedures and requirements of Section 1009
of the Company Guide.  Such procedures require the Company to
communicate with the Exchange by May 23, 2013 to confirm receipt
of the letter and indicate whether or not it intends to submit a
plan of compliance.  The Company intends to submit a plan of
compliance to the Exchange by May 31, 2013 in accordance with the
notice advising the Exchange of action it has taken or intends to
take that will bring the Company into compliance with Sections 134
and 1101 of the Company Guide by no later than August 15, 2013.
If the plan is accepted but the Company is not in compliance with
the continued listing standards of the Company Guide by July 16,
2013 or if the Company is not making progress consistent with the
plan, the Company may be subject to delisting procedures.

          About Arrhythmia Research Technology, Inc.

Arrhythmia Research Technology, Inc. (NYSE MKT:HRT) --
http://www.arthrt.com--through its wholly-owned subsidiary,
Micron Products, Inc. -- http://www.micronproducts.com-- has
diversified manufacturing capabilities with the capacity to
participate in full product life cycle activities from early stage
development and engineering from prototyping to full scale
manufacturing as well as packaging and product fulfillment
services.  Its subsidiary, Micron Products, Inc., also
manufactures silver plated and non-silver plated conductive resin
sensors and distributes metal snaps used in the manufacture of
disposable ECG, EEG, EMS and TENS electrodes.  The Company also
has developed and distributes a customizable proprietary signal-
averaging electrocardiography (SAECG) software used to diagnose
the risk of certain heart arrhythmias and that is reconfigurable
for a variety of hardware platforms.


AS SEEN ON TV: Assumes License Agreement with Chairman
------------------------------------------------------
TVGoods, Inc., entered into an Assignment and Assumption Agreement
with As Seen on TV, Inc., under which it transferred and assigned
to the Company all of its rights, obligations, interests and
liabilities under the License Agreement dated Feb. 8, 2012,
between TVG and Kevin Harrington, the chairman of the Company's
board of directors. TVGoods is a wholly owned subsidiary of As
Seen on TV.

Second Amendment to License Agreement

Also on May 21, 2013, the Company and Mr. Harrington entered into
the Second Amendment to the License Agreement, pursuant to which
(1) the First Amendment to the License Agreement dated March 8,
2013, was deleted in its entirety, (2) Mr. Harrington retained, as
owner, and the Company acquired, as licensee, exclusive rights to
Mr. Harrington's name, likeness and other intellectual property
rights and (3) Mr. Harrington's obligation to pay the Company 50
percent of certain speaking fees was deleted.

Second Amendment to Services Agreement

Also on May 21, 2013, the Company and Mr. Harrington entered into
the Second Amendment to the Services Agreement dated Oct. 28,
2011, between the Company and Mr. Harrington, pursuant to which
(1) Sections 2 and 6 of the First Amendment to the Services
Agreement dated March 8, 2013, were deleted in their entirety and
(2) Section 2 of the Services Agreement was amended to define Mr.
Harrington's general duties and to clarify his rights and
obligations with respect to speaking engagements, corporate
opportunities and product endorsements.

                       About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

The Company reported a net loss of $8.07 million for the year
ended March 31, 2012, compared with a net loss of $6.97 million
during the prior fiscal year.  The Company's balance sheet at
Sept. 30, 2012, showed $9.74 million in total assets, $23.42
million in total liabilities and a $13.68 million total
stockholders' deficiency.

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.


ATARI INC: PWP Retention Order Amended on Timekeeping
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
amended the order authorizing the employment and retention of
Perella Weinberg Partners LP as investment banker to Atari, Inc.,
et al.

The amendment addressed the request of the U.S. Trustee that the
PWP retention order be amended to clarify the timekeeping
requirements for Perella.

In this relation, the amendment provides that, among other things:

   1. Perella and its professionals (i) will report time in half
      hour increments along with reasonably detailed time records
      and (ii) will not be required to maintain or provide
      detailed time records in connection with its fee
      applications.

   2. The PWP retention order as modified by this order will
      otherwise remain in full force and effect.

   3. The Court retains jurisdiction with respect to all matters
      arising from or related to the implementation of the order.

                           About Atari

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

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

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

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

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


ATLANTIC & PACIFIC: 2nd Cir. Upholds Assumption of Lease
--------------------------------------------------------
Gator Monument Partners, LLLP, Gator Garwood Partners, Ltd., and
Gator South Avenue Partners, Ltd., appeal from the affirmance of a
bankruptcy court order allowing lessee Great Atlantic & Pacific
Tea Company, operating under the trade name Pathmark, to assume an
unexpired supermarket lease during a Chapter 11 reorganization.
Gator had contested that assumption based on Pathmark's purported
prepetition breach of the lease by failing to obtain Gator's
consent to the sublease of a storefront on the leased premises to
Dunkin' Donuts.  Gator submits that the bankruptcy and district
courts erred in construing the lease at issue not to require its
consent to such a sublease.

A three-judge panel of the U.S. Court of Appeals for the Second
Circuit, however, affirmed the lower court judgment in a May 29,
2013 decision available at http://is.gd/ibXxbVfrom Leagle.com.

The appellate case is, GATOR MONUMENT PARTNERS, LLLP, GATOR
GARWOOD PARTNERS, LTD., GATOR SOUTH AVENUE PARTNERS, LTD.,
Appellants, v. THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., ET
AL., Appellees, No. 12-3466-bk (2nd Cir.).  The panel consists of
Circuit Judges Chester J. Straub, Reena Raggi, and Christopher F.
Droney.

David M. Kohane, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Hackensack, New Jersey; Neal W. Cohen, Esq., at Halperin
Battaglia Raicht, LLP, in New York; and Matthew C. Blickensderfer,
Esq., at Frost Brown Todd LLC, in Cincinnati, Ohio, represent
Gator et al.

Andrew M. Genser, Esq., and Paul M. Basta, Esq., at Kirkland &
Ellis LLP, represent A&P.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
Before filing for bankruptcy in 2010, A&P operated 429 stores in
eight states and the District of Columbia under the following
trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-Center,
Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and
Food Basics.  A&P had 41,000 employees prior to the bankruptcy
filing.

In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
served as counsel to the Debtors.  Kurtzman Carson Consultants LLC
acted as the claims and notice agent.  Lazard Freres & Co. LLC
served as the financial advisor.  Huron Consulting Group served as
management consultant.  Dennis F. Dunne, Esq., Matthew S. Barr,
Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, represented the Official Committee of Unsecured
Creditors.

The Bankruptcy Court entered an order Feb. 27, 2012, confirming a
First Amended Joint Plan of Reorganization filed Feb. 17, 2012.
A&P consummated its financial restructuring and emerged from
Chapter 11 as a privately held company in March 2012.

A&P sold or closed stores during the bankruptcy proceedings.  It
emerged from bankruptcy with 320 supermarkets.  Among others, A&P
sold 12 Super-Fresh stores in the Baltimore-Washington area for
$37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

Mount Kellett Capital Management LP, The Yucaipa Companies LLC and
investment funds managed by Goldman Sachs Asset Management, L.P.,
provided $490 million in debt and equity financing to sponsor
A&P's reorganization plan and complete its balance sheet
restructuring.  JP Morgan and Credit Suisse arranged a
$645 million exit financing facility.


ATP OIL: Asset Sale Isn't 'Preordained', Warns Judge
----------------------------------------------------
Jacqueline Palank writing for Dow Jones' DBR Small Cap report that
a bankruptcy judge on May 23 warned ATP Oil & Gas Corp. that it's
not "preordained" that he'll approve the asset sale the company
has long been pinning its hopes on but which has run into
complications.

The remarks, from Judge Marvin Isgur of the U.S. Bankruptcy Court
in Houston, came at a status conference on ATP's progress in
resolving concerns about its planned sale to its lenders,
according to the report.

The report relates that the lenders, led by Credit Suisse , have
offered about $690 million for ATP's deepwater drilling assets,
but much of the offer is in the form of debt forgiveness instead
of cash.

                           About ATP Oil

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

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

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

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

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


AVAYA INC: S&P Revises Outlook to Negative & Affirms 'B-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Avaya Inc. to negative from stable.  At the same time, S&P
affirmed its 'B-' corporate credit rating and other ratings on
the company.  The recovery ratings are unchanged.

"The outlook revision is based on the company's negative operating
trends, high leverage, and persistent negative free cash flow,
with leverage of about 10x and challenges to restore revenue
growth,' said Standard & Poor's credit analyst John Moore.  The
ratings on Avaya reflect its business risk profile, which we now
characterize as "vulnerable," a revision from "weak," based on
intense competition and the company's challenges to reestablish
revenue growth in enterprise communications markets.  S&P notes
that Avaya's revenue declines were much sharper in the March
quarter than those of its primary competitor, Cisco, whose
enterprise telephony business declined by 1% year-over-year in
the quarter.

The ratings also reflect Avaya's "highly leveraged" financial risk
profile; leverage remains very high, at about 10x for the 12
months ended March 31, 2013, including underfunded pension
adjustments, operating lease adjustments, and recurring
restructuring costs.  S&P views Avaya's management and governance
as "fair".

The rating outlook is negative.  S&P expects that over the coming
year the company will find it difficult to restore revenue growth
and revive a path toward free cash flow.  S&P could lower the
ratings if continued deterioration in operating trends, caused
EBITDA generation to decline, free cash flow to remain negative or
weak, or cash balances to erode below $200 million.  Conversely,
S&P could revise the outlook to stable if the company can reverse
negative operating trends, including revenue declines and negative
free cash flow, on a consistent basis, and preserve current levels
of liquidity.


BANKS OF WISCONSIN: FDIC Named as Receiver; NSB Assumes Deposits
----------------------------------------------------------------
Banks of Wisconsin, Kenosha, Wisconsin, was closed by the
Wisconsin Department of Financial Institutions, which appointed
the Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with North Shore Bank, FSB, Brookfield,
Wisconsin, to assume all of the deposits of Banks of Wisconsin.

The two branches of Banks of Wisconsin, which did business as Bank
of Kenosha, will reopen as branches of North Shore Bank, FSB,
during their normal business hours.  Depositors of Banks of
Wisconsin will automatically become depositors of North Shore
Bank, FSB.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Banks of Wisconsin should
continue to use their existing branch until they receive notice
from North Shore Bank, FSB that it has completed systems changes
to allow other North Shore Bank, FSB branches to process their
accounts as well.

Friday evening and over the weekend, depositors of Banks of
Wisconsin may access their money by writing checks or using ATM or
debit cards. Checks drawn on the bank will continue to be
processed. Loan customers should continue to make their payments
as usual.

As of March 31, 2012, Banks of Wisconsin had approximately $134.0
million in total assets and $127.6 million in total deposits. In
addition to assuming all of the deposits of the failed bank, North
Shore Bank, FSB agreed to purchase approximately $97.4 million of
the failed bank's assets.  The FDIC will retain the remaining
assets for later disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $26.3 million.  Compared to other alternatives,
North Shore Bank, FSB's acquisition was the least costly
resolution for the FDIC's DIF.  Banks of Wisconsin is the 14th
FDIC-insured institution to fail in the nation this year, and the
first in Wisconsin.  The last FDIC-insured institution closed in
the state was Legacy Bank, Milwaukee, on March 11, 2011.


BEACON ENTERPRISE: Inks Pact to Acquire Optos Capital
-----------------------------------------------------
Beacon Enterprise Solutions Group, Inc., has executed a definitive
agreement for the acquisition of Optos Capital Partners, LLC.
Optos, which conducts business through its subsidiaries Focus
Fiber Solutions and Focus Wireless, is a leading provider of
infrastructure services for wired and wireless telecommunication
companies.  Optos is keenly focused on the expanding bandwidth
needed to meet the robust demand for fast and reliable access to
wired and 4G wireless data networks.  Upon completion of the
transaction, the combined entity is expected to be renamed Optos
Fiber.

Chris Ferguson, CEO of Optos, commented, "Optos has built its
reputation and business around major, Fortune 500 corporate
customers.  It has grown rapidly since inception and has
maintained that momentum in the first quarter of 2013.  In 2011,
we were able to generate more than $11 million in sales and grew
that volume organically to north of $40 million in sales in 2012.
We are excited about becoming a publicly traded company through
the transaction with Beacon.  We will now accelerate our growth
with better access to capital and accretive add-on acquisitions.
The market perceives the dramatic growth for capacity on
communications networks by data, video, streaming, social media,
mobile commerce and smart technology, and our profile as a public
company is anticipated to enhance our prospects in the
marketplace."

Bruce Widener, the current CEO of Beacon, commented, "We believe
this is a very positive development for Beacon stakeholders and we
look forward to assisting the new management team in building
value for shareholders and partners going forward."  Mr. Widener
will remain on the Board of Directors of Optos following the
transaction and will continue to provide transition services for
an interim period.

"Optos is a service provider in the telecommunications
infrastructure vertical, experiencing an increased growth mode as
the industry moves to enable data capabilities," added Mr.
Ferguson.  "As a data porting enabler, we help rebuild and upgrade
the telecom network to manage and enhance broadband and allow for
increased data usage.  In short, the technology of smart phones
has far exceeded the capabilities of the infrastructure.  With
companies like Facebook and Apple launching new cell phone apps
daily, as more and more consumers use their cellphones and other
mobile devices for activities other than telephone calls, data and
video have become of paramount importance.  The current fiber and
wireless networks cannot support this expansion.  The need to
revamp and rebuild the networks is evident in the enormous capital
service providers are spending.  We believe this is an important
development in our goal to assist customers in meeting their
infrastructure needs."

Under the terms of the Definitive Agreement, it is expected that
Optos' members will be issued preferred shares at closing that
will convert into a majority of the common shares following a one-
for-twenty reverse split.  In addition to new management that will
be brought in at the operating level, the Board of Directors of
Optos is expected to be increased to 7 members.  The Company also
intends to pursue an uplisting of its shares as soon as possible
following the transaction.  Beacon and Optos expect to provide
greater detail on this transaction, which is slated to close in
the second quarter of this year, as well as an operating forecast
for the balance of 2013, in the near future.

                       About Beacon Enterprise

Beacon Enterprise Solutions Group, Inc., headquartered in
Louisville, Ky., provides international telecommunications and
information technology systems (ITS) infrastructure services,
encompassing a comprehensive suite of consulting, design,
installation, and infrastructure management offerings.  Beacon's
portfolio of infrastructure services spans all professional and
construction requirements for design, build and management of
telecommunications, network and technology systems infrastructure.
Professional services offered include consulting, engineering,
program management, project management, construction services and
infrastructure management services.  Beacon offers these services
under either a comprehensive contract option or unbundled to the
Company's global and regional clients.

The Company's balance sheet at June 30, 2012, showed $7.3 million
in total assets, $8.8 million in total liabilities, and a
stockholders' deficit of $1.5 million.

For the nine months ended June 30, 2012, the Company generated a
net loss of $5.9 million, which included a non-cash impairment of
intangible assets of $2.1 million and other non-cash expenses
aggregating $1.9 million.  Cash used in operations amounted to
$1.0 million for the nine months ended June 30, 2012.  As of June
30, 2012, the Company's accumulated deficit amounted to $42.6
million, with cash and cash equivalents of $75,000 and a working
capital deficit of $4.9 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended June 30, 2012.


BEATS ELECTRONICS: S&P Assigns 'B+' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Santa Monica, Calif.-based Beats Electronics LLC.
The outlook is stable.

"At the same time we assigned our 'B+' issue-level rating (the
same as the corporate credit rating) to Beats' $700 million
proposed senior secured credit facility, consisting of a
$200 million revolving credit facility maturing 2018 and
$500 million term loan B maturing 2019.  The recovery rating on
this facility is '3', reflecting our expectations for meaningful
recovery (50% to 70%) in the event of a payment default.  The
proceeds from these facilities together with about $190 million in
cash will be used for corporate purposes, including the
possibility of up to $400 million in shareholder returns permitted
for a specified time period from the close of the transaction, and
retire the company's existing $225 million senior secured term
loan, resulting in $550 million in drawn debt at the close of the
transaction," S&P said.

"The 'B+' corporate credit rating on Beats primarily reflects our
opinion of the company's aggressive financial policies, narrow
product focus, and exposure to changing consumer preferences,"
said Standard & Poor's credit analyst Chris Johnson.

Beats is a leading global provider of premium music headphones,
with some presence in the earphone and speaker categories.  The
company's brand awareness is currently very high, benefiting from
the endorsement of several celebrities, including the cofounder,
Dr. Dre.  As a result, the company has a number one global market
share (about 50% share globally) in the premium-priced headphone
category, and has good growth opportunities through geographic and
product diversification.  But given the short track record and
swift ascent of the company in a highly competitive market,
Standard & Poor's believes there is a near-term risk of demand
suddenly dropping if the company's brand stops resonating with
consumers or if new entrants provide product substitutes.

Still, double-digit sales and earnings growth rates are likely
over the next 12 to 18 months.  "We believe the company will
sustain adequate liquidity, including covenant cushion of at least
15%, and continue to increase sales and EBITDA," said Mr. Johnson.


BIG M: Has Until Aug. 5 to Propose Plan of Reorganization
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
Big M, Inc.'s exclusive periods to file a proposed Plan of
Reorganization until Aug. 5, 2013, and solicit acceptances for
that Plan until Oct. 3, respectively.

The owner of the Mandee women's fashion chain requested to keep
control of its Chapter 11 case as it prepares to send its assets
to auction.  Big M has tapped YM Inc. as the stalking horse
bidder.

                          About Big M

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

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

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

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

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


BIG M: Porzio Bromberg Approved as Special Litigation Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Big M, Inc. to employ Porzio, Bromberg, & Newman PC as
special litigation counsel to Debtor.

                          About Big M

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

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

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

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

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


BIG M: Time to Remove Civil Actions Extended to July 8
------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
until July 8, 2013. Big M, Inc.'s period to file a notice of
removal with respect to any civil action commenced prior to the
filing of the Chapter 11 case until.

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

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

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

The Debtor disclosed $21,384,430 in assets and $21,374,057 in
liabilities as of the Chapter 11 filing.

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


BIG M: Taps Porzio Bromberg as Insurance Litigation Counsel
-----------------------------------------------------------
Big M, Inc., asks the U.S. Bankruptcy Court for the District of
New Jersey for permission to employ Porzio, Bromberg, & Newman
P.C. as special insurance litigation counsel.

Porzio will assist the Debtor in connection with a claim and
litigation against Westport Insurance Company regarding insurance
coverage losses resulting from Superstorm Sandy.  The Debtor
believes that retaining Porzio is reasonable and necessary in
order for the Debtor to discharge its responsibilities in
connection with the chapter 11 case.

Porzio has offered two fee options for the retention: the first, a
contingent fee arrangement, and the second, a flat fee
arrangement.  The contingent fee arrangement is: (a) 31% on the
first $750,000 recovered; (b) 37% on the next $350,000 recovered;
(c) 40% on any recovery in excess of $1.1 million.  The flat fee
arrangement is $190,000 for services performed through the start
date of trial, plus an additional $50,000 for trying the case.
The pretrial portion of the flat fee is to be paid in 12 equal
monthly installments with the first installment to be paid on
May 10, 2013.  The flat fee payment is to be accelerated upon any
settlement or resolution of the claim, or upon the entry of and
Order confirming a Chapter 11 plan.

To best of the Debtor's knowledge, Porzio does not have an
interest adverse to the estate with respect to the insurance
litigation.

                          About Big M

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

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

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

The Debtor disclosed $21,384,430 in assets and $21,374,057 in
liabilities as of the Chapter 11 filing.

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


BISCAYNE PARK: "Excess Value" Suit v. Madison Stays in Dist. Ct.
----------------------------------------------------------------
The action BISCAYNE PARK, LLC v. MADISON REALTY CAPITAL, L.P.,
Case No. 13-206636-CIV (S.D. Fla.), originally filed in state
court, alleges that although a Biscayne Park debt to Madison
Realty was completely extinguished, Madison took (a) causes of
action belonging to Biscayne Park; and (b) cash/accounts of over
$500,000.  Under the complaint, Biscayne is seeking to recover the
causes of action and the cash/accounts.  Madison removed the
action to the Florida district court.

Presently before the District Court is Madison's motion to dismiss
the Biscayne action and Biscayne's motion to remand its action
back to state court.

The parties' relationship arose from a $150,000 loan used to
secured purchase of a certain property.  In mid-May 2009, Biscayne
defaulted on the loan it obtained from Madison in 2006.  The loan
was secured by a 2006 mortgage note on the Biscayne Property.
Given the default, Madison initiated foreclosure proceedings
against Biscayne in state court in July 2009.

Biscayne Park filed for bankruptcy during the pendency of the
state court action.  Biscayne Park was allowed to use cash
collateral, and Madison was granted adequate protection and liens
on the Property as holder of the 2006 promissory note.

When Biscayne Park decided to sell its assets in 2013, Madison's
$1 million offer was declared the highest and best bid.  The
bankruptcy court subsequently entered an order allowing Madison to
acquire, among other things, (1) all awards and payments with
respect to the Biscayne Property, (2) all causes of action and
judgment relating to the Property, (3) all contract rights, causes
of actions, claims, demands of Biscayne, and (4) the right to
appear, on behalf of Biscayne, in any action or proceeding brought
relating to the Property.

Madison designated Biscayne Acquisition Group, a separate and
distinct legal entity, as title holder to the Biscayne Property
and certain cash accounts and causes of action.

Once Madison acquired the Property, it moved to foreclose on the
mortgage and to determine the value of the Property to fix any
deficiency amount.  The state court however concluded that the
value of the property exceeded Madison's debt claims.

Based on the "excess value" order, Biscayne sought to recover
funds unnecessarily transferred to Madison but is barred from
initiating a counterclaim in the state court foreclosure action
based on the terms of the 2006 promissory note.  Thus, Biscayne
filed its complaint in the district court.

On Biscayne' motion to remand, District Judge Kenneth A. Marra
said the District Court retains jurisdiction over the "properly
removed federal claim."

On Madison' motion to dismiss, Judge Marra found that Biscayne has
standing to bring its "excess collateral claim".  He also opined
that res judicata (claim preclusion) and collateral estoppel
(issue preclusion) do not bar Biscayne's claim.  "It is a separate
and distinct claim that arose from the transfer of Biscayne's
assets to Madison -- not the underlying loan and foreclosure
proceedings between them," the judge said.

The judge maintained that Biscayne has not had a full and fair
opportunity to litigate the "excess collateral" issue in an
earlier case and is thus not precluded from raising it in the
complaint.

Nevertheless, the District Court agrees that Biscayne's vague
references to "cash accounts" and "causes of action" do not put
Madison on notice of the nature of Biscayne's claim.

Accordingly, the District Court grants in part and denies in part
Madison's Motion to Dismiss.  Biscayne is given leave to amend its
complaint to specify which causes of action and cash accounts it
seeks returned, and to add Biscayne Acquisition Group as a party
to this action, Judge Marra said.

A copy of Judge Marra's May 21, 2013 Omnibus Opinion and Order is
available at http://is.gd/rXs6DGfrom Leagle.com.

                      About Biscayne Park LLC

Miami, Florida-based Biscayne Park LLC filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 10-20941) on
April 26, 2010.  Joel M. Aresty, Esq., who has an office in North
Miami Florida, assisted the Company in its restructuring effort.
The Company disclosed $13.3 million in assets and $14.3 million in
liabilities as of the Petition Date.


BLACK PRESS: Proposed $150MM Term Loan Gets Moody's 'B1' Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$150 million first lien US and Canadian term loans of Black Press
Ltd.'s subsidiaries, and a Ba3 rating to those companies' new $10
million super priority revolver. Black Press' B3 corporate family
rating (CFR) and B3-PD probability of default rating remain on
review for possible downgrade pending completion of the refinance
transaction. The ratings on existing term loans and subordinated
notes will be withdrawn when the transaction closes.

Net proceeds from the new $150 million first lien term loans and
new $80 million second lien notes (unrated) together with cash on
hand will be used to refinance about $136 million of existing term
loans and $110 million of subordinated notes. The new $10 million
super priority revolving credit facility will not be drawn at
close.

Should Black Press complete this refinancing as currently
contemplated, Moody's will likely confirm the company's B3 CFR and
assign a stable outlook to reflect elimination of refinance risk,
improved liquidity, and ability to generate free cash flow to
repay debt despite its declining organic revenue. Should the
refinancing not be completed, Moody's will consider the company's
capital structure as unsustainable and the rating will be
downgraded, potentially by more than one notch. The review is
expected to be completed concurrent with the closing of the
transaction.

Ratings Assigned:

Issuer: Black Press US Partnership

$10 million super priority revolver due 2016, Ba3 (LGD1, 1%)

$50 million first lien term loan due 2018, B1 (LGD2, 26%)

Issuer: Black Press Group Ltd.

$100 million first lien term loan due 2018, B1 (LGD2, 26%)

Ratings Under Review:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$136 million senior secured term loans A & B due August 2013, Ba3
(LGD2, 23%), to be withdrawn at close

$110 million unsecured subordinated notes due February 2014, Caa1
(LGD5, 77%) to be withdrawn at close


BLUEJAY PROPERTIES: Has Access to Cash Collateral Until July
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas approved the
deviation from established budget of Bluejay Properties, LLC, and
authorized the use of creditor Bankers' Bank of Kansas' cash
collateral.

The Court in March entered a second extension to the final order
authorizing use of cash collateral and granting adequate
protection to BBOK and University National Bank until July 31,
2013.

As of the Petition Date, BBOK alleges the aggregate principal
amount of all obligations owed to it by the Debtor is
approximately $13.08 million, plus interest accrued and accruing
thereon.  UNB additionally asserts that it holds a lien in the sum
of $1.2 million under Doc #58-12 and #58-13

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant BBOK and UNB
replacement security interests and liens, in the same priorities
as were present prepetition, and superpriority administrative
expense claim status.

The Court overruled the limited objection filed by BBOK relating
to the variation existing on or before the date of the Debtor's
motion.

                      About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., at Stumbo Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.


BOMBARDIER RECREATIONAL: Moody's Retains B1 CFR Following IPO
-------------------------------------------------------------
Moody's Investors Service commented that Bombardier Recreational
Products Inc. (BRP, B1 stable) IPO completion is credit positive
but has no impact on the company's B1 corporate family rating and
stable outlook.

Bombardier Recreational Products Inc. is a leading global
manufacturer of motorized recreational products. The company's
products include personal watercraft, snowmobiles, 3-wheeled
motorcycles, all-terrain vehicles, side-by-side vehicles, outboard
engines and Rotax engines. Revenue for the last fiscal year ended
January 31, 2013 was $2.9 billion.


BON-TON STORES: Incurs $26.6 Million Net Loss in First Quarter
--------------------------------------------------------------
The Bon-Ton Stores, Inc., reported a net loss of $26.63 million on
$646.90 million of net sales for the 13 weeks ended May 4, 2013,
as compared with a net loss of $40.78 million on $640.77 million
of net sales for the 13 weeks ended April 28, 2012.

The Company's balance sheet at May 4, 2013, showed $1.59 billion
in total assets, $1.51 billion in total liabilities and $84.79
million in total shareholders' equity.

Brendan Hoffman, president and chief executive officer, commented,
"Our first quarter financial results reflect meaningful progress
on our strategic initiatives.  Comparable store sales increased in
spite of inclement weather.  Enhancements to our eCommerce
business again yielded double-digit sales growth while we saw
increased penetration of proprietary credit card sales due to
concentrated efforts to drive this business.  Our gross margin
rate benefited from a better balanced merchandise mix and a more
effective markdown strategy."

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

                        http://is.gd/viQvjg

                        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.

                             *     *     *

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.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BOSCH MOTORS: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bosch Motors, Inc.
        1201 E. Winnemucca Boulevard
        Winnemucca, NV 89445

Bankruptcy Case No.: 13-51055

Chapter 11 Petition Date: May 29, 2013

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Stephen R. Harris, Esq.
                  HARRIS & PETRONI, LTD.
                  417 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  E-mail: steve@renolaw.biz

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

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

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb13-51055.pdf

Related entities, Lee A. Bosch and Herbert L. Bosch, Jr., also
sought bankruptcy protection.

The petition was signed by Lee A. Bosch, president.


CAESARS ENTERTAINMENT: Bank Debt Trades at 10.24% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Caesars Entertainment Inc.
is a borrower traded in the secondary market at 89.76% cents-on-the-
dollar during the week ended Friday, May 31, 2013, according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall
Street Journal.  This represents a drop of -0.51 percentage points from
the previous week, the Journal relates.  The loan matures Jan. 1, 2018.
The Company pays 525 basis points above LIBOR to borrow under the
facility.  The bank debt carries Moody's B3 rating and S&P's B- rating.

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company incurred a $823.30 million net
loss in 2010.  The Company's balance sheet at March 31, 2013,
showed $27.47 billion in total assets, $28.03 billion in total
liabilities, and a $560 million total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CAI INTERNATIONAL: S&P Affirms 'BB' Corp. Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB'
long-term corporate credit rating on San Francisco-based CAI
International Inc. (CAI).  The outlook is stable.

At the same time, S&P affirmed its 'BBB-' rating on the
$103 million senior secured notes issued by subsidiary Container
Applications Ltd. and guaranteed by CAI.  The recovery rating on
the notes is unchanged at '1', indicating S&P's expectation of a
very high (90%-100%) recovery in a payment default.

"The ratings on CAI reflect our view that the company's financial
profile will likely stay close to current levels over the next two
years, following an increase in debt to finance the company's
aggressive fleet expansion plans," said Standard & Poor's credit
analyst Funmi Afonja.  "Although we expect that the slowing global
economy could have some modest impact on utilization and lease
rates, we believe that the stability that the long-term leases
provide should help limit variability to revenues and earnings and
provide some cushion against cyclical pressures".

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

   -- Funds flow from operations (FFO) to total debt (adjusted for
      operating leases) in the low-teens percent area, and

   -- Debt to capital in the low-70% area.

These credit measures could vary based on the impact of market
fundamentals on revenues and the timing of capital spending over
the next year.  S&P considers these levels acceptable for the
rating.  Similar to other providers of transportation equipment
operating leases, CAI is more highly leveraged than comparably
rated industrial companies.  The credit measures in S&P's base-
case forecast compare with FFO to total debt of 13.9% and debt to
capital of 74.3% in the 12 months ended March 31, 2013.

The ratings on CAI Also reflect the company's solid position
within the marine cargo container leasing industry and the
relatively stable earnings and cash flow it generates from a
substantial proportion of long-term leases.  The ratings also
incorporate the cyclicality of the marine cargo container leasing
industry and CAI's substantial and increasing debt burden.  S&P
categorizes CAI's business risk profile as "fair," its financial
risk profile as "significant," liquidity as "adequate," and
management as "fair," under our criteria.

The outlook is stable.  Standard & Poor's believes that CAI will
maintain its financial profile over the next 18 months as the
company realizes full-year earnings from an expanded fleet.  S&P's
assessment takes into account continued debt-financed fleet
expansion, albeit at a moderated pace.

S&P could lower the ratings if earnings do not improve as it
expects or if the company adopts a more aggressive financial
policy, causing FFO to debt to fall to less than 10% or debt to
capital to increase to more than 75% for a sustained period.

Although less likely, S&P could raise the rating if revenues and
earnings growth exceed its expectations, causing FFO to debt to
approach 20% on a sustained basis or if there is a material debt
reduction.


CAMCO FINANCIAL: Stockholders Elect Three Directors
---------------------------------------------------
At its 2013 annual meeting of stockholders held on May 21, Camco
Financial Corporation's stockholders:

   (1) elected Terry A. Feick, Edward D. Goodyear and Timothy
       Young as directors for three year terms to expire at the
       2016 Annual Meeting of Shareholders;

   (2) approved Camco's 2013 Equity Plan;

   (3) approved an advisory vote on executive compensation;

   (4) approved the holding of the advisory vote on executive
       compensation every year; and

   (5) ratified the selection of Plante & Moran, PLLC, as Camco's
       independent registered public accounting firm for the 2013
       fiscal year.

Other directors whose term of office continued after the Annual
Meeting are:

     Norman G. Cook
     Andrew S. Dix
     James D. Douglas
     James E. Huston
     Carson K. Miller
     James P. Spragg
     Jeffrey T. Tucker

                        About Camco Financial

Cambridge, Ohio-based Camco Financial Corporation is a bank
holding company that was organized under Delaware law in 1970.
Camco is engaged in the financial services business in Ohio,
Kentucky and West Virginia, through its wholly-owned subsidiary,
Advantage Bank, an Ohio bank.  On March 31, 2011, Camco divested
activities related to Camco Title Agency and decertified as a
financial holding company.  Camco remains a bank holding company
and continues to be regulated by the Federal Reserve Board.

Plante & Moran PLLC, in Auburn Hills, Michigan, noted that the
Corporation's bank subsidiary is not in compliance with revised
minimum regulatory capital requirements under a formal regulatory
agreement with the banking regulators, and that failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.

As discussed in Note K, Camco's wholly-owned subsidiary Advantage
Bank's Tier 1 capital does not meet the requirements set forth in
the 2012 Consent Order.  As a result, the Corporation will need to
increase capital levels.

The Corporation reported net earnings of $4.2 million on net
interest income (before provision for loan losses) of
$23.9 million in 2012, compared with net earnings of $214,000 on
net interest income of $214,000 on net interest income (before
provision for loan losses) of $25.9 million in 2011.

The Company's balance sheet at March 31, 2013, showed $763.36
million in total assets, $702.65 million in total liabilities and
$60.71 million in total stockholders' equity.


CANYON PORT: Jordan Hyden Directed to Provide Breakdown of Fees
---------------------------------------------------------------
Bankruptcy Judge Richard S. Schmidt directed counsel for Canyon
Port Holdings, LLC, and Canyon Supply & Logistics, LLC, to submit
a proposed order detailing a breakdown of fees and expenses
payable and those attributable to the McDermott litigation.

The Debtor's counsel, Jordan, Hyden, Womble, Culbreth & Holzer,
P.C., filed a Second Interim Application for Approval of
Attorney's Fees and Expenses Incurred.  The Court having heard the
arguments of counsel, including the objection of the Official
Committee of Unsecured Creditors, finds that all fees and expenses
were reasonable and necessary and should be approved. The Court
further finds, however, that any fees or expenses incurred in
anticipation of or in the course of preparation and prosecution of
the McDermott litigation should not be paid from funds derived
from the settlement with the Port of Corpus Christi because the
Debtors have not proposed that general unsecured creditors benefit
from any return from the litigation filed against McDermott.
Accordingly, the Court finds that while those fees are approved,
they may not be paid until further Court order.

A copy of the Court's May 28, 2013 Memorandum Opinion is available
at http://is.gd/gI2qnrfrom Leagle.com.

                         About Canyon Port

Canyon Port Holdings, fka as Canyon Supply and Logistics, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
12-20314) on June 10, 2012.  U.S. Bankruptcy Judge Richard S.
Schmidt presides over the case.  Richard L. Fuqua II, Esq., at
Fuqua & Associates PC, represents the Debtor.


CBS I: Charles E. Jack Approved to Provide Appraisal Services
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
CBS I, LLC, to employ Charles E. Jack IV, MAI as appraiser.

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Company is a limited liability
company whose sole asset consists of 71,546 square feet of gross
rentable building area on a site containing approximately 206,474
net square feet or 4.74 acres, located at 10100 West Charleston
Boulevard, in Las Vegas, Nevada.  Debtor is owned by Jeff Susa
(25%), Breslin Family Trust (25%), M&J Corrigan Family Trust (25%)
and S&L Corrigan Family Trust (25%).

The Debtor scheduled assets of $19,356,448 and liabilities of
$19,422,805.  Judge Mike K. Nakagawa presides over the case.  Jeff
Susa signed the petition as manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.

Zachariah Larson, Esq., at Marquis Aurbach Coffing, in Las Vegas,
represents the Debtor as bankruptcy counsel.  Dimitri P. Dalacas,
Esq., at Flangas McMillan Law Group, in Las Vegas, represents the
Debtor as special counsel.


CENTRAL EUROPEAN: Confirms Prepackaged Plan of Reorganization
-------------------------------------------------------------
Central European Distribution Corporation confirmed that CEDC's
Prepackaged Plan of Reorganization, which was approved by the U.S.
Bankruptcy Court for the District of Delaware on May 13, 2013, is
expected to become effective within three business days, by June
5, 2013.

Following the effective date, CEDC will make a cash payment to
holders of its 2013 Convertible Notes and certain of its 2016
Senior Secured Notes and issue new notes to holders of its 2016
Senior Secured Notes and new shares to Roust Trading Ltd.  All of
the previously issued 2013 Convertible Notes and 2016 Senior
Secured Notes and shares of outstanding CEDC common stock will be
cancelled.  The Plan will result in a reduction of approximately
$665.2 million of debt of CEDC.  As a result of the cancellation
of CEDC's common stock, as of the effective date CEDC anticipates
it will cease to be a public company in Poland and that its common
stock will no longer be subject to listing and trading on the
Warsaw Stock Exchange.  RTL, owned by Mr. Roustam Tariko, will
receive 100% of the outstanding stock of the reorganized CEDC in
exchange for funding CEDC's cash payments under the Plan and
cancelling CEDC's existing debt obligations to RTL.

In addition, CEDC announced that on Wednesday, May 28, Alfa Bank,
one of CEDC's significant financial partners in Russia, resumed
lending to CEDC by providing access to previously established
credit lines with the bank.  CEDC was able to draw down 1 billion
Russian roubles (approximately $30 million U.S. dollars
equivalent) under these credit lines, thereby further enhancing
the liquidity position of its operations in advance of the
effective date.

Distributions by CEDC to holders of the 2013 Convertible Notes are
expected to be made following the effective date of the Plan.
Distributions by CEDC to holders of 2016 Senior Secured Notes are
expected to be made as soon as practicable after CEDC confirms
elections under the Plan's cash option.  CEDC anticipates that the
cash option elections will be confirmed five business days
following the effective date and that cash distributions to
holders of 2016 Senior Secured Notes will be made on or about five
business days following the effective date, and that distribution
of new notes to holders of 2016 Senior Secured Notes will be made
on or about ten business days following the effective date.

CEDC and its U.S. subsidiaries, CEDC Finance Corporation
International, Inc. and CEDC Finance Corporation LLC (collectively
CEDC FinCo), commenced voluntary proceedings under Chapter 11 of
the U.S. Bankruptcy Code on April 7, 2013.

The Chapter 11 filing did not involve CEDC's operating
subsidiaries in Poland, Russia, Ukraine or Hungary. Those
operations, which are independently funded and generate their own
revenues, have continued normally and without interruption during
the U.S. restructuring process.

Copies of documents filed by CEDC in its Chapter 11 proceedings
before the U.S. Bankruptcy Court for the District of Delaware,
including the Findings of Fact, Conclusions of Law and Order
confirming the Second Amended and Restated Joint Prepackaged
Chapter 11 Plan of Reorganization of Central European Distribution
Corporation, ET. al., are available without charge at:
http://gcginc.com/cases/cedc

                           About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

On April 7, 2013, CEDC and two subsidiaries sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.
Del. Lead Case No. 13-10738) with a prepackaged Chapter 11 plan
that reduces debt by US$665.2 million.

Attorneys at Skadden, Arps, Slate, Meagher & Flom LLP serve as
legal counsel to the Debtor.  Houlihan Lokey is the investment
banker.  Alvarez & Marsal will provide the chief restructuring
officer. GCG Inc. is the claims and notice agent.

The Bankruptcy Court approved the Disclosure Statement and
confirmed the Second Amended and Restated Joint Prepackaged Plan
of Reorganization.


CENTRAL EUROPEAN: RTL Extends Exchange Offer for 3% Senior Notes
----------------------------------------------------------------
Roust Trading Ltd. on May 31 disclosed that it has extended the
expiration date for its private offer to exchange each $1,000
principal amount of validly tendered and accepted 3.00%
Convertible Senior Notes due 2013 of Central European Distribution
Corporation for (1) $193.17 principal amount of new Senior Secured
PIK Toggle Notes due 2016 of RTL and (2) $160.97 in cash.

The Exchange Offer will now expire at 12:00 Noon, New York City
time, on May 31, 2013, unless extended further.  The Exchange
Offer was previously scheduled to expire at 9:00 a.m., New York
City time, on May 30, 2013.  As of 9:00 a.m., New York City time,
on May 30, 2013, holders had validly tendered $146,711,000
aggregate principal amount of the Existing CEDC Notes.  Holders
who have already tendered their Existing CEDC Notes need not take
any additional action in order to tender their Existing CEDC
Notes.

In order to receive the New RTL Notes and cash consideration, a
tendering holder of Existing CEDC Notes must, among other
conditions described in the Exchange Offer documents, have
submitted (and not withdrawn, amended or revoked) a ballot to
accept CEDC's amended and restated joint prepackaged chapter 11
plan of reorganization.  The deadline to vote to accept or reject
the Plan of Reorganization expired on April 4, 2013, and on May
13, 2013, the bankruptcy court confirmed the Plan of
Reorganization.  Holders of Existing CEDC Notes who have not
submitted ballots to accept the Plan of Reorganization are not
eligible to receive the New RTL Notes and cash consideration in
the Exchange Offer.

Tendered Existing CEDC Notes cannot be withdrawn, except (i) upon
termination of the agreement between RTL and an ad hoc committee
composed of holders of Existing CEDC Notes related to certain
proposed restructuring transactions with respect to the Existing
CEDC Notes, (ii) to the extent that any material term of the
Exchange Offer (as reasonably determined by RTL) is amended or
changed subsequent to the date of such tender or (iii) as may be
required by applicable law.

The Exchange Offer is being made only to holders of Existing CEDC
Notes that have completed and returned an eligibility letter
pursuant to which such holder represents and warrants that it is
either (a) an institutional "accredited investor" (within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act of 1933, as amended (the "Securities Act")),
(b) a non-institutional "accredited investor" (within the meaning
of Rule 501(a)(4), (5), (6) or (8) of Regulation D under the
Securities Act) or (c) a person other than a "U.S. Person" (as
defined in Rule 902 of Regulation S under the Securities Act).

The New RTL Notes have not been and will not be registered under
the Securities Act, or any state securities laws, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements, and will
therefore be subject to substantial restrictions on transfer.

This announcement does not constitute an offer to sell, or the
solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale of any security in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.  No recommendation is made as to whether the holders of
Existing CEDC Notes should tender their Existing CEDC Notes for
exchange in the Exchange Offer.

The Garden City Group, Inc. is acting as the Information Agent for
the Exchange Offer.  Global Bondholder Services Corporation is
acting as the Exchange Agent for the Exchange Offer.  Eligible
holders of Existing CEDC Notes can contact the Information Agent
to request Exchange Offer documents at (202) 471-4571 or toll free
at (866) 256-1123.

                           About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

On April 7, 2013, CEDC and two subsidiaries sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.
Del. Lead Case No. 13-10738) with a prepackaged Chapter 11 plan
that reduces debt by US$665.2 million.

Attorneys at Skadden, Arps, Slate, Meagher & Flom LLP serve as
legal counsel to the Debtor.  Houlihan Lokey is the investment
banker.  Alvarez & Marsal will provide the chief restructuring
officer. GCG Inc. is the claims and notice agent.

The Bankruptcy Court approved the Disclosure Statement and
confirmed the Second Amended and Restated Joint Prepackaged Plan
of Reorganization.


CENTRAL FEDERAL: Stockholders Elect Three Directors
---------------------------------------------------
Central Federal Corporation held its annual meeting on May 16,
2013, at which the stockholders elected Thomas P. Ash, James H.
Frauenberg II and Donal Malenick to the Board of Directors.  The
stockholders also:

   (a) approved a non-binding advisory vote on the compensation of
       executives;

   (b) approved a proposal to hold future advisory votes on the
       compensation of the Company's named executive officers
       every year;

   (c) approved the First Amendment to the Central Federal
       Corporation 2009 Equity Compensation Plan to increase the
       number of shares of common stock reserved for awards
       thereunder to 1,500,000; and

   (d) ratified the appointment of Crowe Horwath LLP as the
       Company's independent registered public accounting firm for
       the year ending Dec. 31, 2013.

In a separate press release, Central Federal, the parent company
of CFBank, announced the appointment of Robert H. Milbourne as a
director of the Company and CFBank.

Mr. Milbourne has been engaged in economics, strategic planning,
mergers and acquisitions of Fortune 500 companies as well as
working as State Budget Director in Wisconsin.  He earned his
Bachelor's degree in economics with honors at the University of
Wisconsin in Madison.  He also has a Master's in Public Policy at
the University of Wisconsin.  He attended the Harvard Business
School where he completed the Advanced Management Program.  Mr.
Milbourne was the first President and CEO of the Columbus
Partnership, an organization of leading CEOs in Central Ohio that
aims to improve the economic growth of the region.  He also led a
similar group in Milwaukee, Wisconsin for 17 years.

He has over 30 years of experience in the financial world.  He
currently is the head of RHM Advisors, a business consulting firm,
specializing in business strategy, financing, and corporate
development for public and private companies.  He is also a
consultant to business for government affairs, governance and
project development.

Bob Hoeweler, Chairman of the Board, commented, "We welcome Bob to
the Board and look forward to working with him.  Bob's skills and
experience augment those of the current Board members.
Additionally, Bob has served on many corporate and nonprofit
boards."

Tim O'Dell, CEO, added, "We are excited to have Bob Milbourne join
the Board of CFBank and Central Federal Corporation.  Bob has many
levels of business experience and is well connected to the local
business community.  Serving small to mid-sized businesses along
with the executives and entrepreneurs who own and run them is the
key focus of CF Bank.  Bob's business background and business
connections will enable him to be a strong contributor in helping
us to ensure the success and growth of CFBank."

                       About Central Federal

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

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

                        Regulatory Matters

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

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

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

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

For the year ended Dec. 31, 2012, the Company a net loss of
$3.76 million on $4.63 million of net interest income, as compared
with a net loss of $5.42 million on $6.17 million of net interest
income for the year ended Dec. 31, 2011.  The Company's balance
sheet at March 31, 2013, showed $216.43 million in total assets,
$193.57 million in total liabilities and $22.86 million in total
stockholders' equity.


CENTRAL FEDERAL: John Lawell Quits as CFBank SVP Operations
-----------------------------------------------------------
John S. Lawell submitted his resignation as Senior Vice President,
Operations of CFBank, effective as May 31, 2013.

                       About Central Federal

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

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

                        Regulatory Matters

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

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

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

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


CENTURY PLAZA: Has Access to Cash Collateral Until July
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
authorized Century Plaza, LLC's continued use of cash collateral
until July 31, 2013.  The Hon. J. Philip Klingeberger has already
entered 14 interim orders allowing the Debtor to use cash
collateral.

A hearing concerning further extension will be held on July 18, at
10:30 a.m.

The Court's interim orders authorize the Debtor's use of
PrivateBank and Trust Company's cash collateral to fund its
business operations postpetition.  The Debtor is authorized to
make expenditures plus more than 10% of the total proposed
expenses, unless otherwise agreed by the lender or upon further
Court order.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will:

   -- grant the lender authorization to inspect, upon reasonable
      notice, the Debtor's book and records;

   -- maintain and pay premiums for insurance to cover all of its
      assets from fire, theft and water damage;

   -- maintain sufficient cash reserves for the payment of current
      real estate taxes when the real estate taxes become due and
      payable;

   -- upon reasonable request, make available to the lender
      evidence of that which constitutes it collateral or
      proceeds, and

   -- maintain the property in good repair and properly manage the
      property.

                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No.
11-24075) on Oct. 18, 2011.  Judge J. Philip Klingeberger presides
over the case.  Crane, Heyman, Simon, Welch & Clar serves as the
Debtor's counsel.  Anderson & Anderson P.C. serves as local
bankruptcy counsel.  The Debtor estimated assets and debts at
$10 million to $50 million.  The petition was signed by Richard
Dube, president of Tri-Land Properties, Inc., manager.

The Plan provides for distributions to the holders of Allowed
Claims from funds realized by the Debtor from the continued
operation of the Debtor's business by the Debtor as well as from
existing cash deposits and cash resources of the Debtor.


CLAIRE'S STORES: Incurs $26.6 Million Net Loss in 1st Quarter
-------------------------------------------------------------
Claire's Stores, Inc., reported a net loss of $26.58 million on
$354 million of net sales for the three months ended May 4, 2013,
as compared with a net loss of $19.92 million on $340.61 million
of net sales for the three months ended April 28, 2012.

The Company's balance sheet at May 4, 2013, showed $2.87 billion
in total assets, $2.92 billion in total liabilities and a $47.85
million stockholders' deficit.

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

                        http://is.gd/W4FfPg

                       About Claire's Stores

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

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

Claire's Stores disclosed net income of $1.28 million on $1.55
billion of net sales for the fiscal year ended Feb. 2, 2013, as
compared with net income of $11.63 million on $1.49 billion of net
sales for the fiscal year ended Jan. 28, 2012.

                         Bankruptcy Warning

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

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

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

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

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

                           *     *     *

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

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


CLEAR CHANNEL: Randall Mays Quits From Board
--------------------------------------------
Randall T. Mays did not stand for re-election as a member of the
Board of Directors of CC Media Holdings, Inc., the Company's
indirect parent entity, and ceased to be a director of CC Media
Holdings, Inc., on May 17, 2013.  In connection with ceasing to be
a director of CC Media Holdings, Inc., Mr. Mays resigned as a
member of Clear Channel Communications, Inc.'s Board of Directors
on May 17, 2013, and the size of the Company's Board of Directors
was reduced from 13 to 12.

               About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

Clear Channel's balance sheet at March 31, 2013, showed $15.51
billion in total assets, $23.72 billion in total liabilities and a
$8.20 billion total shareholders' deficit.

As reported by the Troubled Company Reporter on May 21, 2013,
Moody's Investors Service said that Clear Channel Communications,
Inc.'s upsize of the term loan D to $4 billion from $1.5 billion
will not impact the Caa1 facility rating assigned. Clear Channel's
Corporate Family Rating is unchanged at Caa2. The outlook remains
Stable.

As reported by the Troubled Company Reporter on May 21, 2013,
Standard & Poor's Ratings Services announced that its issue-level
rating on San Antonio, Texas-based Clear Channel Communications
Inc.'s senior secured term loan remains unchanged at 'CCC+'
following the company's upsize of the loan to $4 billion from
$1.5 billion.  The rating on parent company CC Media Holdings Inc.
remains at 'CCC+' with a negative outlook, which reflects the
risks surrounding the long-term viability of the company's capital
structure.


CLEARWATER SEAFOODS: Proposed Term Loans Get Moody's 'B1' Ratings
-----------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Clearwater
Seafoods Limited Partnership's proposed term loans A and B,
affirmed the company's B2 corporate family rating, lowered the
probability of default rating to B3-PD from B2-PD, and revised the
company's speculative grade liquidity rating to SGL-3 (adequate)
from SGL-2 (good). The B1 ratings on Clearwater's existing term
loans A and B were affirmed and will be withdrawn when the
refinance transaction closes. Clearwater's rating outlook remains
stable.

Net proceeds from the term loans plus $25 million of drawings
under a new $60 million revolving credit facility (unrated) will
be used to refinance about $205 million of existing term loans and
ABL revolver drawings, and to repay $45 million outstanding
convertible debentures. A new $45 million delayed draw term loan A
will also be available to the company to fund a clam vessel
project over the next 18 months.

Moody's affirmed Clearwater's B2 CFR as the refinance transaction
will not materially alter its pro forma leverage (adjusted
Debt/EBITDA around 4x remain in line with the rating category).
The PDR was lowered because the company's new debt capital is
comprised of only bank debt. The downgrade in the SGL rating
reflects lower internally generated free cash flow expectations
for the next 4 quarters driven mainly by elevated capital
expenditures to fund growth initiatives and higher dividend
payments.

Ratings Assigned:

$30M first lien term loan A due 2018, B1 (LGD2, 28%)

$45M delayed draw first lien term loan A due 2018, B1 (LGD2, 28%)

$200M first lien term loan B due 2019, B1 (LGD2, 28%)

Ratings Affirmed:

Corporate Family Rating, B2

$68 million first lien term loan A due June 2017, B1 (LGD3, 44%);
to be withdrawn at close

$125 million first lien term loan B due June 2018, B1 (LGD3, 44%);
to be withdrawn at close

Downgrade Action:

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

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

Outlook:

Maintained as Stable

Ratings Rationale:

Clearwater's B2 corporate family rating ("CFR") primarily reflects
its small scale relative to peers in the protein and agriculture
industry, exposure to exogenous factors such as foreign currency
fluctuations, poor weather, foreign trade disputes and regulation,
and expectations that its growth aspirations could increase
leverage (adjusted Debt/EBITDA was 3.9x at Q1/13). The rating
benefits from the company's position as the largest integrated
shellfish company in North America, its ownership of solid quotas
that creates significant barriers to entry, attractive long term
growth prospects in the premium seafood industry supported by
growing demand from emerging markets, and good geographic and
customer diversity.

Moody's considers Clearwater's liquidity as adequate, reflected by
the SGL-3 rating. This is supported by cash of $16 million at
Q1/13, expectations for annual internally generated free cash flow
of about $5 million, and about $35 million of availability under a
new $60 million revolving credit facility that matures in 2018.
These sources are sufficient to cover annual term loan
amortizations of about $5 million. Moody's lower free cash flow
expectation for Clearwater is influenced by elevated capital
expenditures to fund growth initiatives, likelihood for increased
working capital requirements and higher dividend payments. The
company's new credit facilities will be subject to a total
leverage covenant which Moody's expects will be set to provide
cushion over 20%.

The stable rating outlook reflects Moody's expectation that the
company will be able to manage its cash flow and earnings
volatility, and will sustain its leverage below 4x in the next 12
to 18 months.

An upgrade in Clearwater's ratings will require that the company
maintain ample liquidity with consistent positive free cash flow
generation on an annual basis, and improve its profitability such
that EBITA margin is maintained consistently above 10%,
EBITA/Interest approaches 2.5x and Debt/EBITDA is sustained below
3.5x, all incorporating Moody's standard accounting adjustments.
Clearwater's ratings could be downgraded if operating results
soften such that adjusted EBITA/Interest declines below 1.5x, free
cash flow remains negative or Debt/EBITDA rises above 5x.
Significant deterioration in liquidity and material debt-funded
acquisitions could also lead to a downgrade.

The principal methodology used in this rating was the Global Food
- Protein and Agriculture Industry published in September 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.

Clearwater Seafoods Limited Partnership is a vertically-integrated
harvester, processor, and distributor of premium shellfish and the
largest holder of shellfish licenses and quotas in Canada. Revenue
for the last twelve months ended March 31, 2013 was about $350
million. The company is headquartered in Bedford, Nova Scotia,
Canada.


CODA HOLDINGS: White & Case Can't Rep Co. in Ch. 11
---------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy court judge would not allow White & Case LLP to serve
as the primary counsel for electric car maker Coda Holdings Inc.
during its Chapter 11 proceedings, ruling that it was a conflict
of interest for one of the firm's partners to have recently held
an executive position with the debtor.

Coda has argued that there is no problem with White & Case
representing the company during its Chapter 11 process despite
objections from the U.S. Trustee's Office over a partner at the
firm recently holding an executive position with the bankrupt
electric carmaker.

In a motion in the Delaware Bankruptcy Court, Coda argued that
although White & Case partner Christopher Rose was the company's
general counsel and senior vice president of corporate development
until mid-2012, he is not working on the bankruptcy case.

Mr. Rose joined White & Case in September, which amounts to a
conflict that should disqualify the firm from advising Coda,
according to an objection filed by Trustee Roberta A. DeAngelis.

                        About CODA Holdings

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

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

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

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

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


CODA HOLDINGS: June 3 Auction Scheduled for Note Holders
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Coda Holdings Inc. will be sold at a June 3 auction
to note holders for $25 million unless another buyer emerges with
a more lucrative proposal.

According to the report, under sale procedures approved May 29 by
the bankruptcy court, other bids were due May 31.  A hearing to
approve the sale is set for June 6.  After a blizzard of creditor
objections, Coda withdrew a motion for approval of a $425,000
bonus program for 16 top-level executives and managers.

The report also relates that on May 29, the bankruptcy court gave
final approval for a $4.575 million secured loan to finance the
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 FIRST: Four Directors Elected to Board
------------------------------------------------
At its annual meeting of shareholders held on May 22, 2013,
Community First, Inc.'s shareholders elected Roger Witherow,
Bernard Childress, Stephen F. Walker and Martin Maguire to serve
as members of the Company's Board of Directors until the Annual
Meeting of Shareholders in 2014.  The advisory non-binding vote on
the compensation of the Company's named executive officers was
approved.  The shareholders ratified the appointment of Horne LLP
as the Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2013.

Because the Company is a participant in the Capital Purchase
Program of the United States Treasury Department under the
Troubled Assets Relief Program, the Company is required to submit
the non-binding, advisory vote on the compensation of the
Company's named executive officers to the Company's shareholders
every year, and accordingly, the Company did not submit for
shareholder approval at the Shareholders Meeting a non-binding,
advisory vote on the frequency with which such future non-binding,
advisory votes are to be held.  At the Company's first
shareholders meeting held after the shares of preferred stock
issued to the U.S. Treasury pursuant to the CPP have been
redeemed, the Company will submit to its shareholders a Say-on-
Frequency Proposal.

                      About Community First

Columbia, Tennessee-based Community First, Inc., is a registered
bank holding company under the Bank Holding Company Act of 1956,
as amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  An
application for the bank holding company was approved by the
Federal Reserve Bank of Atlanta (the "FRB") on Aug. 6, 2002.  The
Company was incorporated under the laws of the State of Tennessee
as a Tennessee corporation on April 9, 2002.

Community First disclosed net income of $3.04 million in 2012, as
compared with a net loss of $15.05 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $501.33 million in total
assets, $491.21 million in total liabilities, and $10.11 million
in total shareholders' equity.

"[T]he Company is subject to a written agreement with its primary
regulator, which among other things restricts the payment of
interest on subordinated debentures and outstanding preferred
stock.  The Company is in substantial compliance with this
agreement.  The Company's bank subsidiary, Community First Bank &
Trust (the "Bank"), is not in compliance with a regulatory
enforcement action issued by its primary federal regulator
requiring, among other things, a minimum Tier 1 Leverage capital
ratio of not less than 8.5%.  The Bank's Tier 1 Leverage capital
ratio was 6.46% at December 31, 2012.  Continued failure to comply
with the regulatory action may result in additional adverse
regulatory action," according to the Company's annual report for
the period ended Dec. 31, 2012.


COMMUNITY WEST: Shareholders Elect Nine Directors
-------------------------------------------------
Community West Bancshares held its 2013 Annual Meeting of
Shareholders on May 23 at which nine nominees were elected to the
Board of Directors for a one-year term, namely:

   (1) Robert H. Bartlein;
   (2) Jean W. Blois;
   (3) John D. Illgen;
   (4) Shereef Moharram;
   (5) Eric Onnen;
   (6) William R. Peeples;
   (7) Martin E. Plourd;
   (8) James R. Sims, Jr.; and
   (9) Kirk B. Stovesand.

The shareholders approved a non-binding advisory vote on
compensation of the named executive officers and approved a
holding of shareholder advisory vote on executive compensation for
the named executive officers every three years.  The shareholders
also ratified the Company's independent auditors.

                        About Community West

Goleta, Calif.-based Community West Bancshares was incorporated in
the State of California on Nov. 26, 1996, for the purpose of
forming a bank holding company.  On Dec. 31, 1997, CWBC acquired a
100% interest in Community West Bank, National Association.
Effective that date, shareholders of CWB became shareholders of
CWBC in a one-for-one exchange.  The acquisition was accounted at
historical cost in a manner similar to pooling-of-interests.

Community West Bancshares is a bank holding company.  CWB is the
sole bank subsidiary of CWBC.  CWBC provides management and
shareholder services to CWB.

The Company's balance sheet at March 31, 2013, showed $533.12
million in total assets, $479.05 million in total liabilities and
$54.07 million in total stockholders' equity.

                         Consent Agreement

On Jan. 26, 2012, the Bank, entered into a consent agreement with
the Office of the Comptroller of the Currency, the Bank's primary
banking regulator, which requires the Bank to take certain
corrective actions to address certain deficiencies in the
operations of the Bank, as identified by the OCC.

"While the Bank believes that it is in substantial compliance with
the OCC Agreement, no assurance can be given that the OCC will
concur with the Bank's assessment.  Failure to comply with the
provisions of the OCC Agreement may subject the Bank to further
regulatory action, including but not limited to, being deemed
undercapitalized for purposes of the OCC Agreement, and the
imposition by the OCC of prompt corrective action measures or
civil money penalties which may have a material adverse impact on
the Company's financial condition and results of operations."

On April 23, 2012, the Company entered into an agreement with the
Federal Reserve Bank of San Francisco.  Without admitting or
denying any alleged charges of unsafe or unsound banking practices
and any violations of law, the Company agreed to take corrective
actions to address certain alleged violations of law and/or
regulation, which included developing and submitting for
regulatory approval a cash flow projection of the Company's
planned sources and uses of cash for debt service, operating
expenses and other purposes.  The FRB accepted the cash flow
projection on July 10, 2012.

In accordance with the FRB Agreement, the Company requested the
FRB's approval to pay the dividend due on May 15, 2012, August 15,
2012, November 15, 2012 and February 15, 2013 on the Company's
Series A Preferred Stock.  Those requests were denied.

The Board and Management will continue to work closely with the
OCC and FRB to achieve compliance with the terms of both
agreements and improve the Company's and Bank's strength, security
and performance.


COMMUNICATION INTELLIGENCE: Gets $1.5 Million Additional Funding
----------------------------------------------------------------
Communication Intelligence Corporation has secured additional
funding from a number of Phoenix Group affiliates and other
investors to provide working capital.

The financing totaled $1,150,000 in gross proceeds from issuance
of Series D Convertible Preferred Stock units.  Each unit has a
price of $5 and consists of a combination of Series D-1
Convertible Preferred Stock and Series D-2 Convertible Preferred
Stock.  The transaction closed on May 17, 2013.  The shares issued
in this private placement were authorized by CIC shareholders at
the Company's annual meeting held on Nov. 13, 2012, and the
transaction was approved by the Company's Board of Directors as
part of CIC's funding plan.

"CIC is at a very exciting inflection point and my investment
partners and I remain fully committed to securing sufficient
funding for the Company to reach profitability," stated Philip
Sassower, CIC's Chairman and chief executive officer.  "Over the
past two years, we have achieved a fantastic improvement in
financial performance, and believe that the best is yet to come.
CIC continues to add integration partners and the interest in our
esignature products and services has never been higher.  During
2013, we expect to achieve a growing amount of transaction and
recurring revenue and the Company will look to this and additional
funding rounds, as may be required, to support operations until
such time as CIC becomes self sufficient."

                About Communication Intelligence

Redwood Shores, California-based Communication Intelligence
Corporation is a supplier of electronic signature products and the
recognized leader in biometric signature verification.

In its audit report accompanying the financial statements for
2011, PMB Helin Donovan, LLP, in San Francisco, Calif.,
expressed substantial doubt about Communication Intelligence's
ability to continue as a going concern.  The independent auditors
noted that of the Company's significant recurring losses and
accumulated deficit.

The Company reported a net loss of $4.50 million for 2011,
compared with a net loss of $4.16 million for 2010.

The Company's balance sheet at March 31, 2013, showed $1.98
million in total assets, $1.50 million in total liabilities and
$486,000 in total stockholders' equity.


CONTOURGLOBAL POWER: Moody's Withdraws 'B2' Ratings
---------------------------------------------------
Moody's Investors Service has withdrawn the B2 Corporate Family
Rating on ContourGlobal Power Holdings S.A., the B2 senior secured
rating on Contour's proposed $350 million term loan and
speculative grade liquidity rating of SGL-3. The proposed term
loan was never executed as Contour has decided to pursue other
financing options. The stable outlook has also been withdrawn.

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.


CORMEDIX INC: Obtains Extension of NYSE MKT Listing
---------------------------------------------------
CorMedix Inc. on May 31 disclosed that it has received a notice
from the NYSE MKT that CorMedix made reasonable demonstration of
its ability to regain compliance with Section 1003(a)(i) of the
NYSE MKT Company Guide by October 20, 2013.  Therefore, during
this time, NYSE MKT will continue CorMedix's listing through
October 20, 2013.  On April 5, 2013, the NYSE MKT notified
CorMedix, that it reported stockholders' equity of less than $2
million as of December 31, 2012, and incurred losses from
continuing operations and/or net losses in two of its three most
recent fiscal years December 31, 2012.  As a result, CorMedix
again became subject to the procedures and requirements of Section
1009 of the Company Guide.

As previously reported, CorMedix had received notice on April 20,
2012 from the NYSE MKT informing it that CorMedix was not in
compliance with Section 1003(a)(iv) of the NYSE MKT's continued
listing standards due to financial impairment . CorMedix was
afforded the opportunity to submit a plan to the NYSE MKT to
regain compliance and, on May 17, 2012, presented its plan to the
NYSE MKT.  On June 27, 2012, the NYSE MKT accepted CorMedix's plan
and granted it an extension until August 22, 2012 to regain
compliance with the continued listing standards.  On September 21,
2012, the NYSE MKT notified CorMedix that it granted CorMedix
another extension to January 31, 2013 and on February 1, 2013,
NYSE MKT notified that CorMedix was further granted extension
until April 15, 2013.  On April 18, 2013, a notice was received
from NYSE MKT that it granted CorMedix an extension until June 30,
2013 to regain compliance with the continued listing standards of
the NYSE MKT.

CorMedix remains subject to the conditions set forth in the NYSE
MKT's letters dated April 20, 2012, and April 5, 2013.  If
CorMedix is not in compliance with all of the NYSE MKT's continued
listing standards of both Section 1003(a)(i) and Section
1003(a)(iv) within the respective timeframes provided, or does not
make progress consistent with either plan or the new plan to be
submitted to the NYSE MKT during the respective plan period, the
NYSE MKT will initiate delisting proceedings.  CorMedix is not
eligible for any extension after October 20, 2013.

                          About CorMedix

CorMedix Inc. (NYSE MKT:CRMD) -- http://www.cormedix.com-- is a
pharmaceutical company that seeks to in-license, develop and
commercialize therapeutic products for the prevention and
treatment of cardiac and renal dysfunction, also known as
cardiorenal disease.  CorMedix's most advanced product candidate
is CRMD003 (Neutrolin(R)) for the prevention of catheter related
bloodstream infections and maintenance of catheter patency in
tunneled, cuffed, central venous catheters used for vascular
access in hemodialysis patients.


CUBIC ENERGY: Shareholders Elect Six Directors
----------------------------------------------
The annual meeting of shareholders of Cubic Energy, Inc., was held
on May 22, 2013, at which the Company's shareholders elected six
directors to serve until the Company's next annual meeting and
until their respective successors have been elected and qualified,
namely:

   (1) Calvin A. Wallen, III;
   (2) Gene C. Howard;
   (3) Bob L. Clements;
   (4) Jon S. Ross;
   (5) David B. Brown; and
   (6) Paul R. Ferretti.

The shareholders ratified the appointment of Philip Vogel & Co.,
PC, as the Company's independent registered public accountant for
the Company's fiscal year ending June 30, 2013.  The shareholders
approved, on an advisory basis, named executive officer
compensation and voted, on an advisory basis, to hold future
advisory votes on named executive officer compensation every year.

                         About Cubic Energy

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

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

For the nine months ended March 31, 2013, the Company incurred a
net loss of $4.39 million on $3.01 million of total revenues, as
compared with a net loss of $8.84 million on $5.99 million of
total revenues for the same period a year ago.  The Company's
balance sheet at March 31, 2013, showed $17.24 million in total
assets, $28.88 million in total liabilities, all current, and a
$11.63 million total stockholders' deficit.

                         Bankruptcy Warning

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

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

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

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


DALLAS ROADS: Case to be Converted if No Approved Plan by August
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas signed
an agreed order that provides that:

   1. Dallas Roadster, Limited, et al., will, no later than
      Aug. 15, 2013, either (1) confirm a plan of reorganization,
      or (2) convert the cases to Chapter 7;

   2. if the Debtors fail to timely comply with the case
      resolution deadline, then the U.S. Trustee may then upload
      an order converting the cases to Chapter 7, without any
      requirement for further notice or hearing; provided,
      however, the Debtors may obtain an extension of the case
      resolution deadline for cause on motion filed before the
      case resolution deadline.

William T. Neary, the U.S. Trustee for Region 6, said in a motion
seeking dismissal of the case, said that the Debtors' cases are
well over a year old.  No plan has been confirmed and no
disclosure statement has been approved, it pointed out.

To resolve the motion, the parties presented to Court the agreed
order.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster, Limited, owns and operates an auto dealership
with locations in both Richardson and Plano, Texas.  IEDA
Enterprises, Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DC DEVELOPMENT: Agrees With BB&T to Escrow Funds
------------------------------------------------
D.C. Development LLC, et al., have filed papers asking the U.S.
Bankruptcy Court for the District of Maryland to approve a
stipulation with Branch Banking and Trust Company relating to the
granting of relief from the automatic stay.

The Debtors owe BB&T in excess of $17,000,000 in guaranty
obligations, according to papers filed late in April.

The stipulation, which was a product of extensive discussions and
negotiations, will allow BB&T to set off funds in the club escrow
account to reduce the balance owed by $58,719 and to close the
account.

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operated a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011, after defaulting on
nearly $30 million in loans from BB&T Corp. to build the golf
course community.  D.C. Development disclosed $91,155,814 in
assets and $46,141,245 in liabilities as of the Chapter 111
filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.

In December 2012, the Bankruptcy Court approved the sale of the
Wisp resort to EPT Ski Properties, a unit of EPR Properties, for
$23.5 million.  The judge also approved the sale of a golf course
and other land to National Land Partners for $6.1 million.

In January 2013, Bankruptcy Judge Wendelin I. Lipp gave his stamp
of approval on a stipulation and consent order modifying a
previous ruling that allowed D.C. Development to sell a property
in McHenry, Maryland, and disburse sales commission.  MVB Bank and
Logan/Frazee/Yudelevit are counterparties to the stipulation.  DC
Development sold the 181 Kendall Camp Circle property free and
clear of liens, claims, encumbrances and interest, for $485,000.


DIGERATI TECHNOLOGIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Digerati Technologies, Inc.
          fka ATSI Communications, Inc.
          aka HD Energy Services, Inc. (Disputed)
        12603 Southwest Freeway, Suite 170
        Stafford, TX 77477

Bankruptcy Case No.: 13-33264

Chapter 11 Petition Date: May 30, 2013

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

Judge: Jeff Bohm

Debtor's Counsel: Edward L. Rothberg, Esq.
                  HOOVER SLOVACEK, LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: rothberg@hooverslovacek.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

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

The petition was signed by Arthur L. Smith, chief executive
officer and director.


DTF CORP: June 25 Hearing on Adequacy of Plan Outline
-----------------------------------------------------
The Bankruptcy Court continued until June 25, 2013, at 9:30 a.m.,
the hearing to consider adequacy of the Disclosure Statements
explaining the proposed Chapter 11 plans filed by debtor DTF
Corporation, and creditor estate of Michael Jordan.

As reported by the Troubled Company Reporter on April 9, 2013,
the Debtor proposed a Plan that depends entirely on the
consummation of a recapitalization transaction involving its
parents and its corporation group.  The Jordan Estate Plan,
according to court papers, was filed to provide a resolution to
the Debtor's bankruptcy case even if the proposed recapitalization
transaction does not close.

Under the Jordan Estate Plan, if the refinancing transactions
close and fund as expected, the Parent Company will use a portion
of the proceeds of those transactions to fund the Jordan Estate
Plan in an amount sufficient to pay all Allowed Claims in full,
including the claims filed by Minerva Partners, Ltd.; Walter
O'Cheskey, as Trustee of the AHF Liquidating Trust; the Jordan
Estate; ViewPoint Bank, NA; Plains Capital Bank, BOKF, N.A. d/b/a
Bank of Texas, NA; and all creditors holding Allowed Priority
Claims.

In the event that the Jordan Estate Plan is not consummated
through funding, then the Jordan Estate Plan will be consummated
by implementation of the Liquidation Alternative.  Under the
Liquidation Alternative, the existing equity in the Debtor will be
cancelled.  The Jordan Estate Plan Liquidation Alternative will
not affect rights, if any, of creditors as to International
Hospital Management Company, who is obligated on certain of the
Debtor's obligations.  However, to the extent those creditors
receive payments from the Estate, the Estate will be subrogated to
related claims against IHMC.  Others claims will be satisfied by a
sale of the assets of Privado.

                       About DTF Corporation

DTF Corporation, f/k/a International Hospital Corporation, filed
for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-37362) on
Nov. 21, 2011.  In its schedules, the Debtor disclosed $28,692,980
in assets and $38,947,695 in liabilities.  The petition was signed
by Gary B. Wood, CEO and director.  Judge Stacey G. Jernigan
presides the case.  John P. Lewis, Jr., Esq., at the Law Office of
John P. Lewis, Jr., in Dallas, represents the Debtor as counsel.


DUMA ENERGY: To Use New 3D Seismic to Locate Deeper Reserves
------------------------------------------------------------
Duma Energy Corp. has received new 3D seismic data over its
producing fields in Galveston Bay.

This new data, which covers three of Duma's fields in Galveston
Bay, is part of a broader effort by several other large
independent oil companies to identify and exploit the deeper
potential believed to exist under the bay and surrounding areas.
Duma is looking to exploit these deeper zones on its more than
18,000 acres in the bay.  This new 3D seismic data will be an
integral part of this effort and the Company is already working to
have the newly received data analyzed and interpreted by its team.

Duma has not, to date, publicly assigned any value to the
potential reserves in these deeper horizons, nor do the Company's
past engineering reports contemplate any exploration in these
deeper intervals.  However, with the recent leasing of acreage and
seismic acquisition by these other companies, Duma is now focused
on identifying these potentially high-pressure, high-volume pay
zones.

"We have always believed the deep potential was there but decided
to focus our efforts on the remaining 'low-hanging fruit' in the
prolific Frio intervals at shallower depths," stated Jeremy G.
Driver, CEO of Duma Energy Corp.  He further commented, "Now that
other oil companies have shown a serious and growing interest in
the deeper zones and have invested tens of millions of dollars so
far, we are further convinced of the potential and the value of
our assets."

                         About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.

The Company's balance sheet at Jan. 31, 2013, showed $26.06
million in total assets, $15.15 million in total liabilities and
$10.90 million in total stockholders' equity.


DUVALL-WATSON: Court Dismisses Chapter 11 Case
----------------------------------------------
The U.S. Bankruptcy Court approved Duvall-Watson LLC and Somerset
Meadows, LLC's motion to dismiss the Debtors' chapter 11 cases in
an April 15 order.

Duvall-Watson LLC is a real estate development company formed to
develop a residential real estate project in Longmont, Colorado.
The project, including land owned by Duvall-Watson and Somerset
Meadows LLC, contains 18 finished lots and 177 preliminary
approved lots in subdivisions known as Somerset Meadows and The
Highlands at Somerset Meadows.

Duvall-Watson LLC and Somerset Meadows LLC filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case Nos. 11-39586 and 11-39584) on
Dec. 27, 2011.  Each Debtor estimated $10 million to $50 million
in assets and debts.  Judge Howard R. Tallman presides over the
case.


E-DEBIT GLOBAL: To Sell Ownership in Group Link to Screenfin
------------------------------------------------------------
E-Debit Global Corporation has an Agreement of Purchase and Sales
Agreement with an Edmonton, Alberta based investment group
Screenfin Inc. to purchase 45 percent of the issued and
outstanding shares of all classes of Group Link Inc. currently
held by E-Debit Global Corporation.

"Further to our previous press release dated May 8, 2013, E-Debit
having completed its review and due diligence has entered into an
Agreement of Purchase and Sales Agreement with an Edmonton,
Alberta based investment group Screenfin Inc. to purchase forty-
five (45%) percent of all classes of the issued and outstanding
shares of Group Link Inc. which are currently held by E-Debit.

Terms and conditions of the sale leave E-Debit with a Perpetual
Royalty Grant of three and six fourths (3.64%) percent of Group
Link Inc. net sales as well as a Perpetual Group Link share
position of 10% with Board of Director appointment of a minimum of
twenty (20%) percent.  Screenfin Inc. is headed by Group Link Inc.
President and CEO Adam Ursulak," advises Doug Mac Donald, E-
Debit's President and CEO.

"While we continue to work strategically to further consolidate
our National ATM network our attention will be to capitalize,
benefit and expand the reach of our present position within the
payments and "non-conventional bank" financial services business
not only nationally but internationally.  This is the first stage
of our financial and operations partnering effort," added Mr. Mac
Donald.

                       About E-Debit Global

Calgary, Canada-based E-Debit Global Corporation's primary
business is the sale and operation of cash vending (ATM) and point
of sale (POS) machines in Canada.

As reported in the TCR on April 23, 2012, Schumacher & Associates,
Inc., in Littleton, Colorado, expressed substantial doubt about E-
Debit Global's ability to continue as a going concern, citing the
Company's net losses for the years ended Dec. 31, 2012, and 2011,
and working capital and stockholders' deficits at Dec. 31, 2012,
and 2011.

The Company's balance sheet at March 31, 2013, showed
US$1.2 million in total assets, US$3.4 million in total
liabilities, and a stockholders' deficit of US$2.2 million.


EASTMAN KODAK: Judge Pushes Co., Ricoh to Set Patent Dispute Aside
------------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge urged Eastman Kodak Co. and Ricoh Americas Corp.
to reach an agreement to temporarily suspend a dispute over eight
printer patents until after confirmation of Kodak's reorganization
plan.

According to the report, at a hearing before U.S. Bankruptcy Judge
Allan L. Gropper, attorneys for Kodak asked the judge to stay an
adversary proceeding launched in April by Ricoh over the fallen
photography icon's alleged prepetition infringement, arguing that
the lawsuit violated the automatic stay protecting Chapter 11
debtors.

In its complaint, Yokohama, Japan-based Ricoh, maker of printers
and scanners, alleges that Kodak printers and associated software
infringe a Ricoh patent.  Ricoh is demanding a jury trial and
seeks an injunction barring Kodak from making and selling products
using infringing technology.  Ricoh's complaint contains
allegations designed so the case can't be heard and decided by the
bankruptcy judge in New York.

                       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.


EASTMAN KODAK: GECC Seeks $1.35MM Claim Over Private Jet
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although General Electric Capital Corp. already has
possession of the private jet previously leased to Eastman Kodak
Co., the lender filed papers in bankruptcy court May 30 to take
down a $700,000 security deposit in partial recovery of damages
for breach of lease.

According to the report, Kodak reported a $46.3 million net loss
in April.  Kodak used a Canadair CL-600-2B16 aircraft until the
lease was terminated with bankruptcy court permission in February.
GECC took possession in March.  GECC says it will still be owed
about $1.35 million even after drawing down the security deposit.
At a June 20 hearing, GECC will ask the bankruptcy court in New
York for permission to draw down the deposit.  GECC also wants the
court to declare the remaining claim valid for $1.35 million.

The report says that depending on the cabin configuration, the
aircraft could accommodate as many as 18 passengers.

                        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.


ELBIT IMAGING: Israeli Court Won't Convene Meeting of Creditors
---------------------------------------------------------------
The Tel Aviv District Court has decided not to convene the
meetings of Elbit Imaging Ltd.'s unsecured creditors and
shareholders until the Court receives the written opinion of Roni
Alroy, CPA, the Court-appointed expert.

Elbit Imaging previously requested that the Court convene meetings
of its unsecured creditors and shareholders for the approval of
the proposed restructuring of the Company's unsecured financial
debt pursuant to a plan of arrangement under Section 350 of the
Israeli Companies Law, 5759-1999.

The Court also ordered that the Expert should endeavor to provide
his opinion, if possible, by June 6, 2013.  In addition, the Court
ordered that any party that wishes to oppose the Arrangement
should file its position as to the Arrangement by May 31, 2013,
and that the Company and all other parties to the Arrangement
should file their responses thereto by June 16, 2013.

                         About Elbit Imaging

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

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

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

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

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.  The Company's
balance sheet at Dec. 31, 2012, showed NIS7.09 billion in total
assets, NIS5.67 billion in total liabilities, NIS309.60 million in
equity to holders of the Company and NIS1.11 billion in
noncontrolling interest.


ELEPHANT TALK: Significant Losses Prompts Non-Compliance Notice
---------------------------------------------------------------
Elephant Talk Communications Corp. has received a non-compliance
notice from the NYSE MKT, in that the Company has sustained losses
which are so substantial in relation to its overall operations, or
its existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the NYSE MKT, as to whether it will be able to continue operations
or meet its obligations as they mature.

In order to maintain its listing, the Company must submit a
specific plan of compliance by May 31, 2013, addressing how it
intends to regain compliance with Section 1003(a)(iv) of the
Company Guide by June 30, 2013.  If the Plan is accepted, the
Company may be able to continue its listing during the Plan
Period, but will be subject to continued periodic review by the
NYSE MKT.

If the Company does not submit a Plan by May 31, 2013, or the Plan
is not accepted by the NYSE MKT, it will be subject to delisting
proceedings.  Furthermore, if the Plan is accepted but the Company
is not in compliance with the continued listing standards by
June 30, 2013, or if the Company does not make progress consistent
with the Plan during the Plan Period, the NYSE MKT will initiate
delisting proceedings, as appropriate.

The NYSE MKT's notice has no immediate effect on the listing of
the Company's common stock on the NYSE MKT.  The Company is taking
immediate action in response to this notice in order to regain
compliance with the continued listing requirements and will submit
the Plan on or before May 31, 2013.

"We anticipated receiving this notice and are in continuing
discussions with the NYSE MKT regarding the steps necessary to
regain compliance," said Steven van der Velden, Chief Executive
Officer of the Company.  "We strongly believe we have options
available and will take the appropriate steps to secure additional
capital and regain compliance."

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at March
31, 2013, showed $34.47 million in total assets, $18.29 million in
total liabilities, and $16.18 million in total stockholders'
equity.

BDO USA, LLP, 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 an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


EXPERA SPECIALTY: Moody's Assigns 'Caa1' Rating to $178MM Loan
--------------------------------------------------------------
Moody's assigned first-time ratings to Expera Specialty Solutions,
including a B3 corporate family rating, B3-PD probability of
default rating, and a Caa1 rating to $178 million senior secured
term loan. Moody's also assigned Speculative Grade Liquidity (SGL)
rating of SGL-3. The outlook is positive.

Ratings Rationale:

The ratings reflect Expera's relatively small size and scale,
concentration in specialty paper products, with geographically
concentrated asset base, limited vertical integration and exposure
to volatile commodity pricing. Although Moody's believes that the
company will have relatively strong leverage and interest coverage
metrics if integration is executed successfully, the ratings are
constrained by lack of stand-alone operating history of the
company in its current configuration. The ratings also reflect the
company's environmental exposures and related capital investment
requirements going forward.

The positive outlook reflects Moody's expectations of improved
debt protection metrics and financial performance upon the
realization of substantial synergies. Although uncertainties over
the resilience of the company's business model as a stand-alone
enterprise constrain the ratings, an upgrade would be considered
if the performance of the combined enterprise proves to be
consistent with Moody's expectations.

The newly formed company will become a major manufacturer of
paper-based protective packaging products for the industrial,
food, and pressure-sensitive release liner segments. The company
produces a diverse range of specialty grades that are custom-
engineered to protect end users' products. Representative
applications include construction insulation facing, automotive
masking tapes, glass and metal interleaver, food wraps, baking
papers, microwave popcorn packaging, medical garments, and
specialty release liners.

In April 2013, KPS Capital Partners ("KPS") formed Expera to
acquire Wausau Paper Corporation's ("Wausau") technical and
specialty paper business and Thilmany Papers ("Thilmany"), the
technical and specialty paper division of Packaging Dynamics
Corporation. The combined company will not have any defined
benefit or other postretirement benefit obligations. The company's
mills include Mosinee paper and pulp mill, Rhinelander paper mill,
Kaukauna paper and pulp mill, and De Pere paper mill -- all in the
state of Wisconsin. The mills combined operate 16 paper machines
with total capacity of 592K tons. KPS is a family of private
equity funds with over $6.0 billion of assets under management.
KPS Portfolio Companies, as of December 31, 2012, have aggregate
annual revenues of approximately $6.8 billion, operate 85
manufacturing plants in 25 countries, and employ over 29,000
associates, directly and through joint ventures worldwide.

Moody's expects that Expera will be able to realize significant
synergies and that its combined metrics will be meaningfully
stronger than those reported by the acquired businesses as part of
larger organizations. Moody's anticipates substantially leaner
administrative costs (as compared to historical corporate
allocations), as well as savings in procurement and machine
optimization. Over the next twelve to eighteen months, Moody's
expects the company to generate annual revenues of approximately
$760 million, EBITDA margin to range between 6% and 8%, Debt/
EBITDA, as adjusted to be range from 3.7x to 3.9x, and EBITDA/
Interest to range from 4.0x to 4.5x.

That said, one of the key factors constraining the ratings is that
many of company's competitors have larger scale, more product
diversity, and have greater financial resources. Many have
entered, and continue to enter, the specialty paper business to
increase utilization of paper machines that would otherwise be
idle. Accordingly, Moody's expects that some of the company's
markets may become oversupplied, and that its larger competitors
may be better positioned to weather these industry conditions due
to their diversification in other products, greater vertical
integration, or both. Demand for company's products is also
affected by general economic conditions as well as product-use
trends. Although Expera is focused on higher value-added specialty
grades of paper, and supplies a diverse mix of customers, the
competitiveness of the company's markets could cause demand and
pricing for company's products to fluctuate, and could affect the
company's ability to compete and generate consistent cash flows
during industry downturns.

Expera has strong, long standing business relationships with a
diversified base of customers, while its products are designed to
meet specific customers' manufacturing and end product
requirements. Nevertheless, only 40% of the company's production
is secured under contracts, while the company's products generally
represent a small portion of the customers' manufacturing process
-- further exposing the company to fluctuations in demand and
competition from other suppliers.

Wood pulp is the principal raw material used in the company's
manufacturing process. The cost and availability of wood and pulp
historically experienced great fluctuations due to weather,
economic conditions, international demand, particularly in China,
and worldwide supply additions or disruptions. While the company's
pulp mills supply 45% of internal needs, and the company has
generally shown ability to pass through raw material cost
increases to its customers, the financial performance of company's
businesses has historically fluctuated with commodity pricing.
Energy, including coal, diesel fuel, electricity and natural gas,
represents a significant portion of the company's manufacturing
costs. The company is only about 45% self sufficient in energy,
and as such, is exposed to the risk of energy cost increases.

The company is subject to extensive regulation by various federal,
state, and local agencies with respect to environmental
compliance, which could impact the company's operating costs and
capital investments going forward. For example, the new maximum
achievable control technology ("MACT") rules published by the
United States Environmental Protection Agency are expected to
require compliance with stricter air emission limits for
industrial boilers by March 21, 2014. The proposed rules are
applicable to the coal fired boilers at two of the company's paper
mills, and will require substantive capital investment ranging
between $12 and $21 million.

The proposed capital structure will include $75 million ABL
revolver, which will have first lien on the company's accounts
receivable and inventory, and $178 million senior secured term
loan which will have first priority lien on substantially all
remaining assets of the company. The Caa1 rating on the term loan
reflects lack of unsecured debt in the company's capital
structure, as well as superior position of the ABL revolver with
respect to collateral package.

Speculative Grade Liquidity score of SGL-3 reflects Moody's
expectation that the company will have adequate liquidity over the
next twelve months, but that it may utilize ABL borrowings to
finance capital investments. Pro-forma for the proposed
transaction, the company will have no cash balances and will have
$70 million availability under the ABL revolver.

The ratings could be upgraded if integration is executed
successfully and expected synergies are realized, if EBITDA
margins were expected to increase above 9%, the company was
expected to generate meaningful free cash flow on a consistent
basis, and Debt/ EBITDA was sustained below 4x.

The ratings could be downgraded if liquidity deteriorates, if
Debt/ EBITDA were to increase above 6x, if EBITDA margins were
expected to fall below 2.5%, or if free cash flow was expected to
be persistently negative.

The principal methodology used in this rating was the Global Paper
and Forest Products Industry Methodology published in September
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.


FEDERAL-MOGUL CORP: Moody's Keeps CFR over $500MM Rights Offering
-----------------------------------------------------------------
The announcement by Federal-Mogul Corporation that it intends to
launch a $500 million registered rights offering has no impact on
the company's B2 Corporate Family Rating. Moody's anticipates that
any additional debt reduction resulting from the rights offering
and continued operational improvement should better position
Federal-Mogul within the assigned Corporate Family Rating.

The last rating action for Federal-Mogul Corporation was on
October 25, 2012 when the Corporate Family Rating was lowered to
B2 with a stable rating outlook.

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.

Federal-Mogul Corporation, headquartered in Southfield, MI is a
leading global supplier of products and services to the world's
manufacturers and servicers of vehicles and equipment in the
automotive, light, medium and heavy-duty commercial, marine, rail,
aerospace, power generation and industrial markets. The company's
products and services enable improved fuel economy, reduced
emissions and enhanced vehicle safety. Revenues in 2012 were $6.7
billion.


FIRST BALDWIN: Home Bancshares' Contribution Claim Rejected
-----------------------------------------------------------
Bankruptcy Judge Margaret A. Mahoney denied Home Bancshares,
Inc., Application for Substantial Contribution Claim pursuant to
11 U.S.C. Sec. 503(b)(3)(D) in the Chapter 11 case of First
Baldwin Bancshares, Inc.

Alesco Preferred Funding XV, Ltd., through its collateral manager,
ATP Management LLC, objected to the claim.  The debtor, the
Bankruptcy Administrator, and a creditor, Rodney A. Pilot,
supported the objection.

Home Bancshares' claim to equity security holder status is linked
to its purchase of 35 shares of common stock of the debtor on or
after April 11, 2013.  It was an equity security holder at the
time of the confirmation hearing in the case, but not at the time
the case was filed or the Plan and Disclosure Statement were filed
or the sale of the debtor to The First Bancshares, Inc. was
negotiated.

All of the fees of Home Bancshares' attorneys and consultant shown
in Home Bancshares affidavit are prepetition fees and expenses
except for 4.7 hours of the consultant's time.  According to the
affidavit of Home Bancshares CEO, the only fees and expenses
claimed to be a substantial contribution by Home Bancshares are
those incurred prepetition.

According to Judge Mahoney, when a creditor or equity security
holder incurs fees and expenses prepetition, the creditor does so
at its own risk.

A copy of the Court's May 30, 2013 Order is available at
http://is.gd/CwWtDJfrom Leagle.com.

Brian G. Rich, Esq. -- BRich@bergersingerman.com -- at Berger
Singerman, LLP, in Tallahassee, Florida, argues for Home
Bancshares, Inc.

Michael G. Wilson, Esq. -- mwilson@hunton.com -- at Hunton &
Williams, LLP; and Douglas S. Draper, Esq. --
ddraper@hellerdraper.com -- at Heller, Draper, Patrick & Horn,
LLC, represent Alesco Preferred Funding XV, Ltd.

Kenneth A. Watson, Esq. -- kwatson@joneswalker.com -- at Jones
Walker, represent the Debtor.

Lawrence B. Voit, Esq. -- lvoit@silvervoit.com -- at Silver, Voit
& Thompson, P.C., argues for Rodney A. Pilot.

First Baldwin Bancshares, Inc., filed a Chapter 11 petition
(Bankr. S.D. Ala. Case No. 13-00563) on Feb. 21, 2013, listing
under $1 million in both assets and debts.  A copy of the petition
is available at http://bankrupt.com/misc/alsb13-00563.pdf


FOREST OIL: Weak Finances Prompt Moody's to Lower CFR to 'B2'
-------------------------------------------------------------
Moody's Investors Service downgraded Forest Oil Corporation's
Corporate Family Rating (CFR) to B2 from B1, its Probability of
Default Rating (PDR) to B2-PD from B1-PD, and its senior unsecured
notes rating to B3 from B2. The speculative grade liquidity rating
of SGL-3 was affirmed. The outlook is negative.

"The downgrade and negative outlook reflect continuing weakness in
Forest Oil's credit metrics despite its efforts to reduce debt
through asset sales," commented Andrew Brooks, Moody's Vice
President. "While Forest has achieved a reduction in its level of
outstanding debt, the lost production and reserves associated with
divested properties has caused relative leverage measures to
increase in addition to shrinking the overall size and scope of
its E&P operations, tasking a narrower asset base with reducing
leverage."

Ratings downgraded:

Corporate Family Rating, downgraded to B2 from B1

Probability of Default Rating, downgraded to B2-PD from B1-PD

Senior Unsecured Notes Rating, downgraded to B3 from B2

Ratings Rationale:

Forest's B2 CFR reflects its weak leverage metrics and narrow cash
operating margins, notwithstanding the size and scale of its E&P
operations, which while much reduced over the past four years,
remains large compared to its B2 rated peers. Forest remains
exposed to weak natural gas prices as evidenced by the 66% of
2013's first quarter production which was natural gas (another 19%
is natural gas liquids -- NGLs, which are enduring their own price
weakness). In an effort to address its over-levered balance sheet,
Forest has embarked on a program of asset sales, deploying asset
sale proceeds into debt reduction. This program has been
moderately successful in that debt has been reduced by $460
million since 2012's third quarter. However, while asset sales
were initially directed at non-core, non-producing properties, the
sale of certain producing properties served to continue Forest's
four-year downward trajectory in proved reserves and average daily
production, which over that time period have declined 49% and 36%,
respectively. Forest's first quarter 2013 production averaged 41
thousand barrels of oil equivalent (Boe) per day. As a result,
while debt levels have been reduced, that decline has been
exceeded by the production declines, prompting relative leverage
measures to climb. At March 31, debt exceeded $41,000 per Boe of
first quarter average daily production while Moody's estimates
debt on the company's pro forma (South Texas asset sale) year-end
2012 proved developed reserves was around $13 per Boe, both
measures weak for its B2 rating.

On a more positive note, on April 12, Forest announced a joint
venture with Schlumberger Production Management (Schlumberger, A1
stable) enabling it to accelerate development of 55,000 acres
Forest holds in the Eagle Ford Shale (27,500 net acres to Forest).
Schlumberger will pay a $90 million drilling carry (no upfront
payment) to earn a 50% working interest in this acreage. The
drilling carry will help fund Forest's 2013 capital spending
program, the acceleration of which is expected to more than double
its Eagle Ford production volumes to 6,500 Boe per day in 2014,
adding an element of further growth to the compamy's crude oil
production from the 15% contribution registered in 2013's first
quarter. Forest anticipates increasing oil production from 15% in
2013's first quarter to over 30% by the end of 2014. It is through
the repositioning and growth of oil producing assets that Forest
plans to address the extent of its relative debt leverage,
however, Moody's would not expect meaningful de-leveraging until
2015.

Forest's SGL-3 Speculative Grade Liquidity rating reflects Moody's
expectation of adequate liquidity through mid-2014. Moody's
expects Forest's capital budget of $355-$375 million to result in
a cash flow deficit approximating $100 million in 2013, which
would likely be funded by borrowings under its secured borrowing
base revolving credit, supplemented by residual proceeds from any
further asset sales. At March 31, Forest had $140 million of
outstanding borrowings under its $900 million borrowing base,
leaving $758 million net availability. However, the revolver
includes a leverage covenant limiting debt/EBITDA to 4.5x, and
with March 31 compliance at 4.3x, access to the revolver would be
restricted to an incremental $75 million. The revolver is secured
by a mortgage and security interest in Forest's proved oil and gas
properties and related assets. With total debt at December 31 in
excess of PV-10, Moody's views Forest's alternate sources of
liquidity as weak.

The negative outlook reflects Moody's view that Forest's debt
leverage may not appreciably decline from elevated levels, as well
as continuing margin pressure as a result of the company's
exposure to weak natural gas and NGL prices, notwithstanding its
focus on growing its oil production in the Eagle Ford. If Forest
generates cash margin improvement through its focus on greater
crude oil production or if additional asset sales generate
proceeds for debt reduction, the outlook could be stabilized. A
downgrade could be considered if Forest fails to execute on its
development program in the Eagle Ford, should debt on production
deteriorate beyond $45,000 per Boe or should its leveraged full
cycle fail to approach 1x by mid-2014. An upgrade would be
considered if Forest reduced debt to average daily production
below $30,000, together with achieving improved cash flow metrics
including retained cash flow to debt over 20% and EBITDA/interest
exceeding 4x.

The B3 rating on the senior unsecured notes reflects both the
overall probability of default of Forest, to which Moody's assigns
a PDR of B2-PD, and a loss given default of LGD4 (68%). Forest's
senior unsecured notes are subordinate to it $900 million secured
revolving credit facility's priority claim to the company's
assets. The size of the claims relative to Forest's outstanding
senior unsecured notes results in the notes being rated one-notch
below the B2 CFR under Moody's Loss Given Default Methodology.

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

Forest Oil Corporation is an independent exploration and
production company headquartered in Denver, Colorado.


FRIENDSHIP VILLAGE: Fitch Affirms 'BB-' Rating on Revenue Bonds
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the following
Illinois Finance Authority revenue bonds issued on behalf of
Friendship Village of Schaumburg Obligated Group (FVS):

-- $70.2 million series 2005A;
-- $5 million series 2005B;
-- $33.6 million series 2010.

The Rating Outlook is revised to Negative from Stable.

SECURITY
The bonds are supported by a pledge of gross revenues, a mortgage
interest in property and improvements, and debt service reserves.

Key Rating Drivers

WEAKER-THAN-EXPECTED OCCUPANCY: The Outlook revision to Negative
reflects FVS's ongoing struggle with occupancy in unaudited fiscal
2013 (year ended March 31). Resident attrition and real estate
market challenges resulted in lower-than-budgeted independent
living unit (ILU) occupancy. At the March 31 year-end in 2013,
FVS's ILUs were 71.9% occupied, and had averaged 73.7% occupancy
through the fiscal year.

DEBT SERVICE COVERAGE DECLINED: ILU sales and turnover challenges
produced $4.2 million in net entrance fees, below the $5.4 million
budgeted for 2013. As a result, maximum annual debt service (MADS)
coverage fell to a light 1.1x (as Fitch calculates) from 1.3x in
2012. Per its master indenture calculation, FVS produced 1.34x
rolling 12-month coverage, down slightly from the 1.4x produced
for the same prior year period.

LIQUIDITY REMAINS SUFFICIENT: FVS's liquidity metrics are
commensurate with its 'BB' category rating. At March 31, 2013, FVS
had $27.2 million in unrestricted cash and investments, equating
to 229.2 days of cash on hand, a 3.3x cushion ratio and cash to
debt of 25.3%. Still, liquidity metrics are down slightly from the
prior year.

SIGNIFICANT LEVERAGE: FVS's debt burden remains high, as indicated
by MADS equal to a high 18.1% of fiscal 2013 revenues and debt to
net available of 12.1x. Further, revenue-only coverage declined to
0.6x as Fitch calculates, down from 0.7x in the prior year. Still,
no further debt is planned and future capital expenditures will be
funded as cash flow allows.

Rating Sensitivities

STABILIZED OPERATIONS: If FVS fails to stabilize occupancy via
healthy ILU sales and turnover entrance fee receipts which improve
occupancy and debt service coverage in fiscal 2014, negative
rating action is possible.

Credit Profile

The Outlook revision to Negative from Stable is supported by
weaker-than-expected occupancy and coverage metrics in unaudited
fiscal 2013, which has been exacerbated by ongoing challenges in
the local real estate environment and higher than historical
turnover.

Total sales in fiscal 2013 dropped slightly, to $11.2 million in
turnover entrance fees from $12.5 million in fiscal 2012. Total
move-ins of 84 against attrition of 111 during fiscal 2013
effectively reduced the net impact from unit sales. Fitch believes
FVS will be challenged to meet its fiscal 2014 budget of $18
million in turnover entrance fees and $6.8 million in net entrance
fees. Still, FVS has been aggressive with expanding its sales team
and marketing initiatives, as well as addressing attrition with
wellness and chronic disease programs. It met its 14 sales budget
for April, and there are signs of a stabilizing housing market in
and around Schaumburg.

Through March 31, 2013, FVS produced a 16.6% adjusted net
operating margin, which was down from 21.8% in the prior year and
slightly below budgeted expectations. FVS's liquidity remains
sufficient for the rating level, and its debt burden, though high,
should moderate over the longer term. Total debt equaled $107.8
million at March 31, 2013, including $5 million in series 2005B
extendable-rate adjustable securities (EXTRAS). While the rate on
these bonds will reset in February 2014, their structure prevents
demands on liquidity as there is not a put option. No additional
debt is planned, and FVS's 2014 capital budget near $6 million
will be flexed in conjunction with financial performance.

FVS's parent entity Friendship Senior Options (FSO) developed a
start-up continuing care retirement community, Greenfields of
Geneva (Greenfields), which opened in 2012. Greenfields is a non-
obligated group affiliate and there are restrictions under FVS's
bond documents on the amounts that can be transferred out of FVS.
Other than a transfer of $2 million in fiscal 2010 to FSO, no
other transfers have occurred since then. Fitch does not expect
any additional transfers, which would place negative rating
pressure on FVS given its current weak financial profile.

Friendship Village of Schaumburg is a Type B continuing care
retirement community (CCRC) currently consisting of 622
independent living apartments, 28 independent living cottages, 81
assisted living units, 25 assisted living dementia units, and 248
skilled nursing beds. The facility is located in Schaumburg, IL,
approximately 30 miles northwest of downtown Chicago. In unaudited
fiscal 2013 ended March 31, FVS had total revenues of $44.4
million.

Under its Continuing Disclosure Agreement, FVS' is required to
provide annual audited financial statements within 150 days of
each fiscal year's end and quarterly unaudited financial
statements within 45 days of each fiscal quarter-end. Disclosure
to Fitch has been excellent and includes regularly scheduled
investor calls.


GENERAL MOTORS: Rapp Chevrolet Barred From Using GM Trademark
-------------------------------------------------------------
Rapp Chevrolet, Inc., a former dealership of General Motors, LLC,
has been enjoined from using the GM trademark in a South Dakota
district court order available at http://is.gd/OgsE5Jfrom
Leagle.com.

The decision was issued by District Judge Roberto A. Lange on
May 21, 2013, in the trademark infringement lawsuit GM commenced
against Rapp (Case No. CIV 12-4209-RAL, D.S.D.).

Rapp was among the 60 GM dealerships that refused to sign a wind-
down agreement under Old GM's bankruptcy proceedings.  Old GM,
with the consent from the bankruptcy court, rejected its dealer
agreement with these dealerships effective July 2009.  The
bankruptcy court also stated in its rejection order that each
"affected dealer" were no longer authorized to use the GM
trademark, including the Chevrolet marks.

The District Court took into consideration GM's complaints that
Rapp continued to use the Chevrolet trademark in business dealings
even after the dealer agreement between them was terminated.

In his May 21 opinion, Judge Lange concluded that GM succeeded on
the merits of its claims of (1)trademark and service mark
infringement, (2) dilution of GM trademark, and (3) breach of
dealer agreement on the restrictive use of GM trademarks,
against Rapp.  Partial summary judgment is entered in favor of
GM on these claims, the judge ruled.

Accordingly, Judge Lange also permanently enjoined Rapp, its
officers, and agents from making any unauthorized use of the GM
Marks.  Rapp is also directed to discontinue use of any internet
advertising, website or Facebook page using "Rapp Chevrolet" as
its name or website.

To the extent however that GM seeks summary judgment on any
monetary or attorney fee claim, partial summary judgment is denied
at this time on those claims.

GM's request for a stay of discovery is also denied.

                      About General Motors

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

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

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

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

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


GLIMCHER REALTY: S&P Raises Corp. Credit Rating to 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Glimcher Realty Trust to 'BB-' from 'B+'.  The
outlook is stable.  S&P also raised the preferred stock rating to
'B-' from 'CCC+'.

"The upgrade reflects our expectation that fixed-charge coverage
will improve more than we previously expected because of cash flow
growth from the same-store portfolio, acquisitions, the increasing
contribution from Scottsdale Quarter, and redevelopment," said
Standard & Poor's credit analyst George Skoufis.

It also reflects the company's attractive refinancings (including
the repayment/refinancing of high-cost preferred stock) and its
issuance of common equity to partly fund investments, which
supports fixed charge coverage (FCC) improvement to the high 1x
area, as well as modestly lower debt to EBITDA.  S&P also
acknowledges the growth and enhanced quality of the portfolio.

The stable outlook reflects S&P's view that Glimcher's well-
occupied portfolio should continue to generate modest cash flow
growth, which along with manageable debt maturities supports S&P's
expectation for improving credit metrics over the next 12-24
months.  Ratings improvement over the near term is limited due to
the small size of the portfolio. Longer term, S&P would consider
an upgrade if Glimcher can continue to improve the quality of the
portfolio and grow and diversify the asset base.  S&P would also
expect the company to continue to strengthen credit metrics such
that FCC remains above 1.7x and debt to EBITDA declines to the 8x-
9x range.  S&P sees limited downside to the rating currently, but
would lower the rating if FCC declined below 1.5x and/or internal
cash flow was not sufficient to cover the dividend.


GOODMAN NETWORKS: Moody's Cuts CFR to B3 Following Debt Increase
----------------------------------------------------------------
Moody's Investors Service downgraded Goodman Networks, Inc.'s
Corporate Family Rating to B3, Probability of Default to B3-PD and
senior secured debt ratings to B3, and revised the outlook to
stable from negative. This action follows the company's
announcement that it plans to issue $100 million of add-on notes
to the $225 million 12.125% senior secured notes due 2018 that
were privately placed in July 2011. The proposed add-on notes,
which were assigned a B3 rating, will rank pari passu with the
existing notes and have identical terms (including the same
subsidiary guarantees and collateral package). However, it will
also incorporate an amendment that: (i) permits Goodman to issue
and secure incremental senior secured debt; (ii) relaxes the fixed
charge coverage debt incurrence test; and (iii) modifies the
definition of EBITDA to allow the add-back of certain one-time
non-recurring expenses.

Net proceeds from the offering together with cash balances will be
used to fund the acquisition of Multiband Corporation
("Multiband") for roughly $116 million, expected to close in the
third quarter of 2013, subject to regulatory and shareholder
approvals. Multiband provides contract installation services to
satellite and broadband cable providers, Internet service
providers (ISPs) and commercial customers, as well as voice, data
and video billing services to residents of multi-dwelling units
(MDU).

Goodman plans to leverage Multiband's national footprint
infrastructure (i.e., technician workforce, vehicle fleet and
services organization) to expand its product offering, diversify
the customer base, and exploit growth opportunities in small cell
technology. In February 2013, Goodman strengthened its small cell
solutions capabilities when it paid $18 million to acquire Custom
Solutions Group ("CSG"), a division of Cellular Specialties, Inc.,
which provides indoor and outdoor wireless distributed antenna
systems (DAS) and Wi-Fi solutions.

Ratings Downgraded:

Corporate Family Rating to B3 from B2

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

$225 Million 12.125% Senior Secured Notes due 2018 to B3 (LGD-4,
54%) from B2 (LGD-4, 57%)

Rating Assigned:

$100 Million 12.125% Senior Secured Notes Add-on due 2018 -- B3
(LGD-4, 54%)

The assigned rating is subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

Ratings Rationale:

The rating revision reflects Moody's expectation that Goodman's
financial leverage will be sustained above its 4.5x downgrade
trigger over the rating horizon. This will be driven by the
disproportionate amount of incremental debt relative to additional
EBITDA from the Multiband purchase. Moody's expects total debt to
EBITDA (Moody's adjusted, excluding certain one-time non-recurring
expenses and including a half-year of Multiband's EBITDA) will
increase to the 7.5x area by year end 2013 (compared to 5.8x as of
December 2012) and decline to 5x by the end of 2014, when a full
year of Multiband's EBITDA would be reported in Goodman's
financial results. Moody's also projects negative free cash flow
this year due to the timing of increased working capital
commitments paid in advance of customer receipts. Further,
Multiband's relatively low margins will compress Goodman's already
low EBITDA margins (6% to 8% range). Moody's expectation does
incorporate future improvement in Multiband's EBITDA as Goodman
integrates certain loss-making Multiband businesses, thus
eliminating redundant expenses and achieving around $3 million in
cost savings. Moody's also considers the gradual improvement in
overall margins over the medium-term as the higher margin small
cell business becomes a contributor to revenue. Nonetheless, the
downgrade embeds Moody's view that Goodman will face challenges to
scale, integrate and overlay CSG's enterprise wireless business
and Goodman's network design capabilities onto Multiband's
installation and services platform to create a viable small cell
provider.

Multiband's largest customer, DIRECTV, represents approximately
86% of its revenue, while Goodman's largest customer, AT&T,
accounts for about 87% of its revenue. Though the combined company
will have somewhat better customer diversity, the B3 CFR considers
the still meaningful revenue concentration given that two
customers will represent almost 90% of revenue. Notably, DIRECTV's
US operations continue to experience slowing net subscriber
additions, which Moody's believes negatively impacted Multiband's
Field Services installations in 2012 and led to weaker operating
performance. The industry's slowing subscriber growth trend
continued into this year's first quarter (typically a seasonally
strong quarter) as pay TV operators experienced a lower rate of
additions. Given the satellite TV industry's sluggish growth
profile, Moody's believes Goodman's earnings could experience
greater volatility going forward.

Goodman's B3 CFR considers the relatively high business risks
associated with the small scale and low margins of its outsourced
engineering and infrastructure operations that serve primarily
large communications and technology companies in the US. The
rating also reflects Goodman's significant customer concentration,
key-man and project execution risks, and exposure to the capital
expenditure cycles of its two largest customers, which are
represented largely by AT&T (55% of pro forma combined revenue)
and DIRECTV (32% pro forma), and the resulting unevenness in free
cash flow generation. In addition, as outsourcing of services
represents an integral component of the company's revenue base,
Goodman's value proposition needs to be a more cost effective
alternative than its larger and better capitalized customers can
perform in-house. Moody's notes that delays in new contract wins
and a slowdown in carriers' capital spending could also elevate
leverage in the future, which further constrains the rating.

These risks are offset by Goodman's recent contract wins from
other carriers such as Sprint, Windstream, US Cellular,
CenturyLink and Clearwire, which will enable the combined company
to diversify its revenue away from AT&T and DIRECTV. Nonetheless,
Moody's expects Goodman will benefit over the medium term from
AT&T's plans to invest an additional $8 billion to expand its LTE
network coverage to 300 million POPs (points of presence) by year-
end 2014 and to build out a highly dense network by deploying more
than 40,000 small cells and over 1,000 DAS. Since AT&T is
increasingly reliant on Goodman's technical expertise to improve
its network and Goodman is one of AT&T's largest vendors, this is
a growth opportunity that allows the company to participate in its
largest customer's network expansion. However, this also requires
successful execution of the nascent small cell strategy.

Moody's notes that Goodman's B3 CFR also embeds the inadequate
systems, internal controls and oversight related to the company's
historical misapplication of percentage of completion revenue
recognition and the resulting impact on financial reporting
accuracy, which increases accounting risk. While the recent
financial restatements did not materially impact the company's
financial position or cash flows, Moody's confidence in the
company's financial reporting has weakened since the initial
rating assignment. The rating reflects Goodman's efforts to
remediate material weaknesses (in addition to ongoing remediation
work related to an unresolved material weakness) and higher costs
associated with the review, audit work and modification of
accounting and IT systems. It also reflects the risk that senior
management could be distracted from effective operation of the
business as management's bandwidth will be stretched during the
integration of Multiband and CSG at a time when Goodman is still
upgrading its internal controls and processes, which are not yet
completely entrenched in the company's operations.

Moody's expects Goodman to maintain adequate liquidity over the
next twelve months characterized by significant working capital
swings, cash balances below historical levels, and negative free
cash flow generation. However, given Goodman's sufficient cash
levels, Moody's does not believe the company will need to draw
under its $50 million ABL facility.

Rating Outlook

The stable rating outlook reflects Moody's view that Goodman will
maintain a solid contractual backlog, customer relationships will
remain relatively steady, EBITDA margins will be in the 5% to 7%
range and the company will return to positive free cash flow
generation in 2014.

What Could Change the Rating -- Up

Ratings could be upgraded to the extent the combined company is
able to profitably increase and diversify its business away from
AT&T and DIRECTV while sustaining total debt to EBITDA below 4.5x
(Moody's adjusted).

What Could Change the Rating -- Down

Ratings could experience downward migration if: (i) the company
pursues further debt-financed acquisitions over the near-term that
are not meaningfully accretive to EBITDA; (ii) Moody's expects the
company's total debt to EBITDA will be sustained at or above 6x
(Moody's adjusted); or (iii) liquidity is strained such that the
revolving credit facility is largely drawn and free cash flow is
negative for extended periods. In addition, the rating could be
revised downward if Goodman witnessed a sudden slowdown in
customer demand or if further concerns regarding material
weaknesses in internal and accounting controls resurfaced.

The principal methodology used in rating Goodman Networks, Inc.
was Global Construction Methodology published in November 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.

Goodman Networks, Inc., headquartered in Plano, TX, is a
specialized technical service provider to wireless and wireline
carriers throughout the US. Goodman provides outsourced cell site
builds, upgrades, and professional services to maintain and
improve existing networks. Goodman executes projects for its
principal customer, AT&T, in seven major markets. Revenue for the
twelve months ended March 31, 2013 totaled approximately $633
million.


GOODMAN NETWORKS: S&P Retains 'B' Notes Rating After $100MM Add-On
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.
telecom services provider Goodman Networks Inc.'s senior secured
notes due 2018, including the 'B' issue-level rating and '4'
recovery rating, remain unchanged following the company's
$100 million add-on to the notes.  The proposal will increase the
size of the facility to $325 million from $225 million.  The '4'
recovery rating indicates expectations for average (30% to 50%)
recovery of principal in the event of payment default.  The
company intends to use the proceeds from the add-on, in addition
to around $26 million in cash, to fund the acquisition of
Multiband and pay transaction fees.  Multiband operates in 19
states across the U.S., and primarily provides equipment
installation services for DirecTV customers.  The acquisition
reduces the company's concentration of revenues from AT&T, and
provides Goodman with a skilled labor force that can be leveraged
to complete small cell infrastructure projects for wireless
carriers.

"Our 'B' corporate credit rating and stable outlook on Goodman
Networks Inc. are unchanged.  In our view, the company has a
"vulnerable" business risk profile given its high customer
concentration, even after the acquisition of Multiband.  The
company expects that AT&T will still make up over half of the
company's revenues following the acquisition, down from just below
90%.  However, we view the company's existing contractual
relationships as relatively firm and its operations are in densely
populated markets, which will be the primary focus of wireless
infrastructure spending over the next few years.  We view the
company's financial risk profile as "aggressive," reflecting our
expectation of debt to EBITDA in the high-4x area by year-end
2013, pro forma for the acquisition of Multiband.  In addition, we
believe the company has reasonable prospects to generate positive
FOCF results over the next few years, reflecting low capital
spending requirements," S&P said.

RATINGS LIST

Goodman Networks Inc.
Corporate Credit Rating                      B/Stable/--
$325 Mil. Senior Secured Notes Due 2018      B
   Recovery Rating                            4


GREGORY & PARKER: Two Banks' Bid to Dismiss Bankr. Cases Denied
---------------------------------------------------------------
Two bank creditors failed to convince a North Carolina bankruptcy
court to dismiss or convert the bankruptcy cases of Gregory &
Parker, Inc., et al., in a May 23, 2013 Order available at
http://is.gd/xoKD0afrom Leagle.com.

The case involves the procedural consolidation and joint
administration of two bankruptcy cases -- Gregory & Parker, Inc.,
Case No. 12-01382-8-SWH, and Gregory & Parker-Seaboard, LLC, Case
No. 12-01383-8-SWH.  The Debtors each filed for Chapter 11 relief
on Feb. 22, 2012.  William Douglas Parker, Jr., the Debtors'
president, and his wife, Diana Lynne Parker, the Debtors'
corporate secretary, filed their own bankruptcy case on April 25,
2012.  Plans of reorganization were filed in the Debtors' cases
and in the Parkers case in November 2012.

Regions Bank and Georgia Capital, LLC are by far, the largest
secured creditors of the Debtors.  Regions Bank filed a $19.075
million claim in all three bankruptcy cases based on a promissory
note executed by Seaboard in favor of Regions in the original
amount of $13.5 million.  Georgia Capital also filed a $4 million
claim in the Gregory & Parker case and a $4.1 million claim in the
Parkers case, based on two promissory notes both of which were
executed by Mr. Parker.  The banks' claims are secured by certain
properties of the Debtors.

In a May 23 decision, Bankruptcy Judge Stephani W. Humrickhouse
concluded that Regions Bank and Georgia Capital failed to satisfy
their burden of showing that cause exists to dismiss or convert to
a Chapter 7 proceeding the Debtors' cases.  The judge said it is
unclear from evidence produced that the Debtors has suffered from
a substantial or continuing negative cash flow since bankruptcy
filing.

The bankruptcy court is also unpersuaded by the assertion that the
Debtors lacked a reasonable likelihood of rehabilitation.  Judge
Humrickhouse said, "The evidence presented during the hearing
indicated that the Debtors are on a much stronger basis
financially than before filing bankruptcy."

The judge also said she is not convinced that the Debtors lack the
ability to effectuate a feasible plan.  "The Debtors are
maintaining operations and generating income post-petition, income
that has so far been sufficient to satisfy current operating
expenses, make monthly adequate protection payments, pay rather
significant administrative expenses, and accumulate some cash
reserves.  The Debtors and the Parkers also have the ability, and
have expressed an intent, to liquidate non-income producing
property to satisfy at least two of the largest secured claims in
their cases.  A feasible plan may be effectuated by a combination
of the income produced from Seaboard's operations and the
liquidation of other properties, even if the Debtors do not
prevail on their claim objections."  Lastly, Judge Humrickhouse
said she does not find that there has been any unreasonable delay
by the Debtors resulting in actual prejudice to the creditors.

                    About Gregory & Parker

Gregory & Parker owns Seaboard Station, a retail center near
William Peace University at the northern fringe of downtown
Raleigh, North Carolina.  Gregory & Parker filed a Chapter 11
petition Feb. 22, 2012 (Bankr. E.D. N.C. Case No. 12-01382).
Richard D. Sparkman, Esq., at Richard D. Sparkman & Assoc., P.A.,
represents the Debtor.  The Debtor estimated assets of between
$100,000 and $500,000, and debts of between $10 million and
$50 million.


GREENBRIER NURSERIES: Case Summary & Creditors List
---------------------------------------------------
Debtor: Greenbrier Nurseries Of Beckley, LLC
        225 Pinewood Drive
        Beckley, WV 25802

Bankruptcy Case No.: 13-50104

Chapter 11 Petition Date: May 29, 2013

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

Judge: Ronald G. Pearson

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

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Greenbrier Nurseries, Inc.              13-50105
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by James E. Monroe, Jr., member.

A. Greenbrier Nurseries Of Beckley, LLC?s list of its 14 largest
unsecured creditors filed with the petition is available for free
at:
http://bankrupt.com/misc/wvsb13-50104.pdf

B. Greenbrier Nurseries, Inc.?s list of its 12 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/wvsb13-50105.pdf

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Monroe Gardens, LLC                   13-50095            05/17/13


GREENVILLE LAND: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Greenville Land Investors, L.P.
        5220 Spring Va32-034941750lley Road, Suite 204
        Dallas, TX 75254
        Tel: (972) 386-6600

Bankruptcy Case No.: 13-41337

Chapter 11 Petition Date: May 29, 2013

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

Debtor's Counsel: John Hatchett Carney, Esq.
                  JOHN H. CARNEY & ASSOCIATES
                  5005 Greenville Avenue, Suite 200
                  Dallas, TX 75206
                  Tel: (214) 368-8300
                  Fax: (214) 363-9979
                  E-mail: jcarney@johnhcarney.com

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

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

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

The petition was signed by C. Kent Conine, president.


GUNDER ROAD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gunder Road Holdings, LLC
        1555 Southcross Drive
        Burnsville, MN 55306

Bankruptcy Case No.: 13-32622

Chapter 11 Petition Date: May 29, 2013

Court: U.S. Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Michael E. Ridgway

Debtor's Counsel: Ralph Mitchell, Esq.
                  LAPP LIBRA THOMSON STOEBNER & PUSCH
                  One Financial Plaza, Suite 2500
                  120 S. 6th Street
                  Minneapolis, MN 55402
                  Tel: (612) 338-5815
                  E-mail: rmitchell@lapplibra.com

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

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mnb13-32622.pdf

The petition was signed by Brent Johnson, chief manager.


GYMBOREE CORP: Bank Debt Trades at 1.83 % Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 98.17 cents-on-the-dollar
during the week ended Friday, May 31, 2013, according to data compiled
by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street
Journal. This represents a drop of -0.81 percentage points from the
previous week, the Journal relates.  The loan matures Feb. 23, 2018.
The Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank debt carries Moody's B2 rating and S&P's B- rating.

Headquartered in San Francisco, California, the Gymboree
Corporation operated 1,228 retail stores as of October 27, 2012,
comprising Gymboree, Gymboree Outlet, Janie and Jack, and Crazy 8
stores as well as online stores for these brands. The company also
offers directed parent-child development play programs at 714
franchised and Company-operated Gymboree Play & Music centers in
the United States and 42 other countries.


HARPER BRUSH: Case Converted to Chapter 7
-----------------------------------------
Harper Brush Works, Inc., which sold its business for $3.45
million to Cequent Consumer Products Inc., last year, failed to
confirm a liquidation plan in March 2013 and had its Chapter 11
case converted to a liquidation under Chapter 7 of the Bankruptcy
Code.

U.S. Bankruptcy Judge Anita L. Shodeen approved Harper Brush's
motion to convert its chapter 11 case to chapter 7 in a March
order.  A critical hearing scheduled for March 21 was also
canceled.

As reported by the Troubled Company Reporter on March 22, 2013,
Judge Shodeen denied confirmation of Harper Brush's second amended
plan of reorganization.  Judge Shodeen had directed for the filing
of a new combined disclosure statement and plan.

The Plan contemplated that substantially all of the Debtor's
assets would be sold prior to confirmation.

In conjunction with the sale to Cequent, and as part of the sale
process, the Debtor was to change its name to HBW Bankruptcy
Estate, Inc. at consummation of said sale.

The sale proceeds were to be held in a trust account and disbursed
pursuant to the Plan and Confirmation Order on the Effective Date
of the Plan.  Any unsold assets would be sold or otherwise
liquidated either before or after the Effective Date, and
distributed pursuant to the Plan.

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provided more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.
Equity Partners CRB LLC serves as the Debtor's investment banker.

An official committee of unsecured creditors appointed in the case
is represented by Richard S. Lauter, Esq., and Thomas R. Fawkes,
Esq., at Freeborn & Peters LLP, in Chicago, as general bankruptcy
counsel.  Joseph A. Peiffer, Esq., at Day Rettig Peiffer, P.C., in
Cedar Rapids, Iowa, represents the Committee as local counsel.


HARRIS COUNTY HSA: Moody's Maintains Ba3, B2 & B3 3rd Lien Ratings
------------------------------------------------------------------
Moody's Investors Service, Inc. maintains the underlying Ba3
senior, B2 junior, and B3 third lien ratings on the outstanding
bonds of Harris County - Houston Sports Authority. The rating
outlook is stable.

All bonds are insured by National Public Finance Guarantee Corp
("National" or "bond insurer"; Insurance Financial Strength rated
Baa1/positive outlook). Harris County - Houston Sports Authority
is a special purpose entity created to finance the construction of
Reliant Stadium, Toyota Center and Minute Maid Park in the
Houston, TX region.

Ratings Rationale:

The below investment grade ratings continue to reflect dependence
on long-term revenue growth to match the rising debt service
amortization schedule on the junior and third lien bonds, coupled
with the expected long-term volatility of the pledged hotel (HOT)
and motor vehicle rental (MVRT) special tax revenue streams and
the increasingly contentious and currently litigious relationship
between the Authority and the bond insurer National. The current
lawsuit with National exemplifies the myriad of potential issues
that could arise should the junior fixed rate bonds default in the
future. At some point in the future the additional required
reserve (ARR) may be depleted if revenues do not grow faster than
the junior lien debt service amortization schedule and National
may have to pay on the junior lien bonds. This could result in a
cross default to the senior lien bonds, but neither the senior
lien nor the junior lien fixed rate bonds can be accelerated as a
remedy for the default.

The Ba3 senior lien bond rating primarily reflects the cross
default provision under the bond indenture and the two notch
rating difference from the B2 junior lien bonds considers the
satisfactory projected debt service coverage ratios of the senior
lien bonds through the life of the bonds even if at current
revenue levels. The Ba level rating also incorporates the
volatility associated with the credit and the higher likelihood of
triggering the cross default due to the aggressive junior lien
amortization schedule as well as the lack of a debt service
reserve fund dedicated specifically to the senior lien bonds.

The B2 junior lien rating reflects the Authority's significantly
increased debt service costs due to the acceleration of principal
payments on the variable rate junior lien bonds. The B2 rating
also reflects the rising long-term amortization schedule of the
fixed rate junior lien bonds that require significant tax revenue
growth in order to ensure a payment default does not occur over
the 30 year amortization period. Moody's projections indicate that
post acceleration of the variable rate bonds under low growth
scenarios, the junior lien bonds would deplete the additional
required reserve within a decade given the rapidly rising
amortization schedule relative to actual revenue growth.

The B3 third lien bond rating reflects the super subordinate lien
position of the bonds and the fact that they do not begin to
amortize until 2031, leaving these bondholders least protected and
in the last payment position. The third lien bond indenture does
not contain a cross default provision related to the junior or
senior lien bonds.

Outlook

The stable outlook reflects Moody's expectation that the
additional required reserve (ARR) will be sufficient to cover the
projected revenue shortfalls related to the accelerated junior
lien variable rate bonds through May 2014. The stable outlook also
balances the higher pledged tax revenue collections in the near
term with an increasingly contentious relationship between the
Authority and the bond insurer National that may have unintended
consequences or impacts on bondholders.

What Could Change the Rating Up

The ratings could face upward pressure if the HOT/MVRT revenue
growth is sustained throughout 2013, meeting Moody's projections
of generating excess cashflow to fund R&R funds or add to the ARR
in fiscal 2014. The junior and third lien ratings could improve if
Moody's expectations of future revenue performance more closely
matches the projected rising annual debt service costs over the
long-term.

What Could Change the Rating Down

The ratings could be further downgraded if the recovery prospects
for bondholders are deemed to be less than currently anticipated
and/or if HOT/MVRT revenues notably decline or grow at a rate
below that of the debt service amortization schedule. The ratings
could also be downgraded if the shared additional required reserve
is significantly depleted.

Rating Methodology

The principal methodology used in this rating was US Public
Finance Special Tax Methodology published in March 2012.


HEALTH NET: Fitch Affirms 'BB+' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has affirmed Health Net Inc.'s Issuer Default Rating
(IDR) at 'BB+', senior unsecured notes at 'BB', and Insurer
Financial Strength (IFS) ratings on Health Net's operating
subsidiaries at 'BBB'. The Rating Outlook is Stable.

Key Rating Drivers

Health Net's ratings continue to reflect the company's overall
'small' market position and size/scale features. Specifically,
Health Net is concentrated in California with less geographic
diversification and size and scale benefits compared to higher
rated peers.

The ratings also reflect capitalization metrics that are generally
consistent with Fitch's median rating category guidelines for the
company's current ratings and an expectation that earnings will be
less volatile going forward. Balanced against these strengths is a
history of uneven operating results due to a series of one-time
charges to earnings.

Health Net's market position is considered 'medium' given the
company operates primarily in California but has an expanding
presence in three other Western states. The size and scale of
Health Net's operations are considered 'small' by Fitch when
measured by a medical membership of 2.5 million individuals and
total revenue of less than $11.3 billion for the full year 2012.

Health Net's year-end 2012 NAIC RBC ratio of 196% (company action
level basis) is consistent with Fitch's median guideline of 175%
for the company's rating category but generally below those of
higher-rated competitors. Management targets an NAIC RBC ratio of
200% for its underwriting subsidiaries, excluding Health Net
Community Solutions, Inc.

Health Net's ratio of debt to most recent four quarters' EBITDA
was 2.6x and operating EBITDA to interest expense was 9.9x during
the first quarter of 2013. Both ratios were better than Fitch's
median guidelines for the rating category. Fitch considers these
leverage and coverage ratios better run-rate indicators than the
5.2x debt to EBITDA and 1.8x interest coverage posted for full
year 2012.

During the fourth quarter of 2012, Health Net and the state of
California's Department of Health Care Services (DHCS) entered
into a comprehensive agreement covering Health Net's state-
sponsored programs. The agreement is expected to reduce earnings
volatility by establishing mutually agreed upon margin targets for
state-sponsored business and working to improve the process for
settling rate disputes.

Rating Sensitivities

Key ratings triggers that could lead to an upgrade within the
'BBB' IFS rating category for Health Net include:

-- Sustained solid earnings with less volatility measured by
   EBITDA margin in excess of 3%, return on average capital in
   the high single digits and absence of 'one-time' charges;

-- Maintenance of consolidated Risk-Based Capital (RBC) above
   200% of the Company Action Level (CAL) and debt-to-EBITDA
   below 2.5x;

-- Quality reserves measured by flat-to-favorable reserve
   development;

-- Profitable geographic diversification and expansion of the
   company's premium and membership base.

Key ratings triggers that could lead to a downgrade for Health Net
include:

-- Sustained trend of poor earnings results or significant
   volatility in earnings despite DHCS agreement;

-- Material loss of commercial membership beyond management's
   2013 guidance;
-- A significant decline in consolidated Risk-Based Capital (RBC)
   below 175% of the CAL or debt-to-EBITDA greater than 3.0x.

Fitch has affirmed the following ratings with a Stable Outlook:

Health Net Inc.

-- Long-term IDR at 'BB+';
-- 6.375% senior notes due June 2017 at 'BB';

Health Net Of California, Inc
Health Net of Arizona, Inc
Health Net Plan of Oregon, Inc

-- IFS at 'BBB'.


INTERNATIONAL HOME: June 10 Hearing on Approval of Plan Outline
---------------------------------------------------------------
The Bankruptcy Court will convene a hearing on June 10, 2013, at
9:30 a.m., to consider adequacy of the Amended Disclosure
Statement dated March 20, 2013, explaining the proposed Chapter 11
Plan filed by International Home Products, Inc., and Health
Distillers International, Inc., and the objection to the Plan
outline filed by Firstbank-Puerto Rico.

As reported by the Troubled Company Reporter on May 8, 2013,
FirstBank PR, as secured creditor, related that the Debtors
continue to include inaccurate, incomplete and misleading
statements and do not provide adequate information for the Bank or
any other creditors to make an informed judgment of the Debtors'
Amended Plan.  In addition, the Bank said that the Amended Plan is
not feasible for the following reasons:

  * There is lack of support for the projections;

  * Cash Sales & Collections have been consistently declining on
    a Monthly basis since the filing of the petition for
    bankruptcy.

  * The Debtors' projections' that Other Operating Expenses
    will be only $1,355,135 for the first year is "totally
    inconsistent" with the Debtors' past history.  The Bank
    claims the Debtors have not provided any basis or
    explanation to sustain their claim that they are going
    to lower their biggest expense to only 22% of the annualized
    amount spent during the previous year.

  * The Debtors' projections do not include any amount for
    "Travel and Entertainment" expenses.

  * The Debtors' projections on income and expenses contrast
    dramatically with Debtors' auditors Aquino, De Cordova,
    Alfaro & Co., LLP's expectations of zero net income until
    the year 2020.

The Bank further stated that the Liquidation and Property Analysis
is inadequate, and that proposed treatment of the Bank's secured
and unsecured claims is not acceptable.

The Bank added that the Debtors also failed to include in Class
(2) of creditors with superpriority rank, the Bank's cash
collateral that was used by the Debtors from the date of the
filing of the bankruptcy petitions until July 2, 2012.

The Bank is represented by lawyers at Toro Colon Mullet Rivera &
Sifre P.S.C., in San Juan, Puerto Rico:

     Manuel Fernandez-Bared, Esq.       mfb@tcmrslaw.com
     Angel Sosa-Baez, Esq.              asosa@tcmrslaw.com
     Linette Figueroa-Torres, Esq.      lft@tcmrslaw.com

A copy of the Bank's Objections to the Debtors' Consolidated
Amended Disclosure statement is available at:

       http://bankrupt.com/misc/internationalhome.doc439.pdf

                             The Plan

As reported by the TCR on April 9, 2013, the Debtors amended their
disclosure statement and plan to provide for these terms:

   * The secured claim of A. Bert Foti will be allowed in the
     amount of $500,000 and will be paid on the second year of the
     Plan.

   * First Bank's valid liens over the Debtor's properties arising
     from the $12.2 million prepetition term loan facility will be
     paid in monthly installments of $32,105 considering an
     amortization of 20 years and interest at the prime rate.
     First Bank's allowed secured claims arising from other
     prepetition lines of credit will be paid in the amount of
     $1.9 million with monthly installments of $8,328 considering
     an amortization of 20 years and interest at the prime rate.
     First Bank's unsecured claim, estimated in the amount of $6.6
     million will receive 10% of its claim.

   * CRIM's secured claim in the amount of $30,539 will be paid in
     monthly installments within 60 months from the Petition Date,
     including interest at the prime rate.

   * The class that includes the secured portion of the claim
     filed by each of Preferred Credit Inc. and American
     Enterprises International Inc. will retain its liens and will
     be paid pursuant to the agreement that rules their relation
     with the Debtor.

   * General unsecured priority claims related to clients deposits
     will be paid on the effective date.  Other general unsecured
     claims will be paid 10% of its claim in monthly installments
     within 60 months from the effective date.

   * Insiders and holders of equity interests will not receive
     anything under the Plan.

A full-text copy of the Debtors' Consolidated Amended Disclosure
Statement and Summary of Proposed Plan of Reorganization dated
March 20, 2013, is available for free at:

           http://bankrupt.com/misc/INTLHOMEds0320.pdf

                 About International Home Products

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

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., Angel Sosa-Baez, Esq., and Linette
Figueroa-Torres, Esq., at Toro, Colon, Mullet, Rivera & Sifre,
P.S.C.

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


INTERNATIONAL HOME: June 10 Hearing on Bank's Bid to Convert Case
-----------------------------------------------------------------
FirstBank-Puerto Rico, as secured creditor of International Home
Products, Inc., and Health Distillers International, Inc., has
asked the Bankruptcy Court to convert the Chapter 11 cases of
International Home Products, Inc. and Health Distillers
International, Inc., to those under Chapter 7 of the Bankruptcy
Code.

FirstBank-PR explained that the Debtors' illegal use of the Bank's
cash collateral and property, their noncompliance with the Court's
rulings, their mismanagement of the estate, tax evasion, and the
illusory prospects of reorganization constitute sufficient and
adequate cause for the Court to order the conversion to chapter 7
and allow the prompt liquidation of Debtors' assets and payment to
Debtors' creditors.

The Court, in a separate order and notice to consider, stated that
if an opposition is filed, a hearing will be held on June 10,
2013, at 9:30 a.m.

                 About International Home Products

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

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., Angel Sosa-Baez, Esq., and Linette
Figueroa-Torres, Esq., at Toro, Colon, Mullet, Rivera & Sifre,
P.S.C.

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


JAZZ PHARMACEUTICALS: Debt Increase No Impact on Moody's Ba3 CFR
----------------------------------------------------------------
Moody's Investors Service commented that the planned upsized term
loan and revolving credit agreement of Jazz Pharmaceuticals, Inc.
is credit negative because of added financial leverage. However,
Jazz's credit metrics will remain healthy and within Moody's
expectations for the Ba3 rating. There are no changes to Jazz's
ratings including the Ba3 Corporate Family Rating, the B1-PD
Probability of Default Rating, the Ba3 senior secured rating or
the SGL-1 Speculative Grade Liquidity Rating. The rating outlook
is stable.

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

Jazz Pharmaceuticals, Inc. is a US subsidiary of Jazz
Pharmaceuticals plc, a specialty pharma company with a portfolio
of products that treat unmet needs in narrowly focused therapeutic
areas. Total revenues for the twelve months ended March 31, 2013
were approximately $680 million.


JG WENTWORTH: S&P Revises Outlook to Negative & Affirms 'B' ICR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
J.G. Wentworth LLC to negative from stable.  At the same time,
Standard & Poor's affirmed its 'B' long-term issuer credit rating
on the company.

"The outlook revision reflects our view of the incremental
elevation of financial risk on the part of the company due to its
issuance of an additional $125 million of term debt," said
Standard & Poor's credit analyst Thomas Connell.  This adds to the
$425 million of term debt issued in February 2013.  The previous
issue increased J.G. Wentworth's debt to EBITDA ratio
significantly, and S&P indicated the potential for a negative
rating action were the leverage to increase further such that debt
to EBITDA would increase above 4x.  The increase in the term debt
moves leverage slightly above the 4x multiple, more than
offsetting the benefit to the company's debt servicing capacity
arising from strong EBITDA generation through the first quarter of
2013.  The issuance of additional term debt will be used to fund a
distribution to shareholders.

The issuer credit rating on J.G. Wentworth reflects Standard &
Poor's assessment of the narrow scope of the company's business
activities, highly leveraged balance sheet, and business model
that depends on continuously replenishing asset origination and
the subsequent access to refinancing.  In S&P's view, J.G.
Wentworth's leading market position somewhat offsets these
risks.

The company's primary activity is the purchase and financing of
structured settlement payment streams.  Its ongoing profitability
depends, in part, on continuous origination of structured
settlement payment purchases and the subsequent access to take-out
refinancing.  S&P believes access to funding markets remains a key
risk for the company, while recognizing that the company's current
financing arrangements provide it with more capacity and
flexibility compared with arrangements that led to refinancing
difficulties in 2009.

J.G. Wentworth faces competition for the origination of new assets
in terms of both identifying prospective settlement payment
sellers and successfully closing transactions.  It benefits from a
high profile in this specialty sector due to its operation under
the two leading brands--Wentworth and Peachtree--and the
considerable economies it enjoys relative to competitors on
marketing, originations, and funding.

The outlook is negative.  S&P could lower the rating if
Wentworth's leverage persists at about a 4.5x EBITDA-multiple.
S&P could revise the outlook to stable if solid earnings
performance over the remainder of 2013 establishes momentum for
the reduction of the debt-to-EBITDA ratio toward 4x, while the
company maintains or strengthens its overall market position.


KEELEY AND GRABANSKI: G&K Farms et al.'s Claims Disallowed
----------------------------------------------------------
Bankruptcy Judge Thad Collins sustained the objections of Kip M.
Kaler, the Chapter 7 Trustee of Keeley and Grabanski Land
Partnership, to the proofs of claim filed by G&K Farms (claim #12)
and Merlyn and Dolores Grabanski (claim #13), who argued that both
claims should be denied in their entirety.  A copy of the Court's
May 30, 2013 Memorandum and Order is available at
http://is.gd/D7XI3ofrom Leagle.com.

On March 5, 2012, G&K Farms filed a proof of claim for $1,069,054.
During the hearing on its proof of claim, G&K Farms expressed its
intention to amend its claim to seek only $730,568.

Merlyn and Dolores Grabanski filed a proof of claim on March 5,
2012, for $371,000.

                  About Keeley and Grabanski

Thomas Grabanski, a North Dakota farmer, is mired in three
separate Chapter 11 bankruptcy cases.

Mr. Grabanski and his wife Mari filed a personal Chapter 11
bankruptcy petition (Bankr. D. N.D. Case No. 10-30902) on July 22,
2010.  DeWayne Johnston, Esq., at Johnston Law Office, represents
the Grabanskis in their Chapter 11 case.  The Grabanskis estimated
assets between $1 million and $10 million, and debts between $10
million and $50 million.

On July 23, 2010, Mr. Grabanski signed a Chapter 11 petition for
Grabanski Grain LLC (Bankr. D. N.D. Case No. 10-30924).  DeWayne
Johnston, Esq., also represents Grabanski Grain.  The Debtor is
estimated to have assets and debts of $1 million to $10 million.

Former owners, John and Dawn Keely, in December 2010 forced the
partnership Keeley and Grabanski Land Partnership in Texas into
Chapter 11.  The former owners filed an involuntary Chapter 11
bankruptcy petition against the partnership (Bankr. D. N.D. Case
No. 10-31482) on Dec. 6, 2010.  Kenneth Corey-Edstrom, Esq., at
Larkin Hoffman Daly & Lindgren Ltd., represents the petitioner.
The U.S. Bankruptcy Appellate Panel for the Eighth Circuit later
affirmed the Bankruptcy Court's order appointing a trustee in
Keeley and Grabanski Land Partnership's involuntary Chapter 11
case.  Kip M. Kaler, Chapter 11 trustee of Keeley and Grabanski
Land Partnership, won authority to employ Kaler Doeling Law Office
as counsel.

Keeley and Grabanski Land Partnership in Texas -- since 2009 doing
business as Grabanski Land Partnership -- was formed in 2007 for
Texas farming operations between farmers Thomas Grabanski and John
Keeley of Grafton, N.D., and their wives.  K&G Land, along with a
separate farming partnership, operated more than 10,000 acres of
corn and sunflowers from 2007 to 2009 in two locations in Texas
near the towns of Blossom and DeKalb.

In separate, related lawsuits, the Grabanskis face several
"adversarial" lawsuits, filed by certain creditors.  The creditors
who filed suits include Crops Production Services Corp., AgCountry
Farm Credit Services, and PHI Financial.


KEELEY AND GRABANSKI: Can't Employ DeWayne Johnston as Counsel
--------------------------------------------------------------
Bankruptcy Judge Thad Collins rejected the application of Keeley
and Grabanski Land Partnership to employ DeWayne Johnston,
Johnston Law Office, as its attorney.  The United States Trustee,
Choice Financial Group, John and Dawn Keeley, and Kip M. Kaler,
the Chapter 7 trustee, objected to the application.  In denying
the request, Judge Collins cited numerous conflicts of interest
that exist and the additional conflicts that would result.  A copy
of the Court's May 30, 2013 Memorandum and Order is available at
http://is.gd/10ZCiRfrom Leagle.com.

                  About Keeley and Grabanski

Thomas Grabanski, a North Dakota farmer, is mired in three
separate Chapter 11 bankruptcy cases.

Mr. Grabanski and his wife Mari filed a personal Chapter 11
bankruptcy petition (Bankr. D. N.D. Case No. 10-30902) on July 22,
2010.  DeWayne Johnston, Esq., at Johnston Law Office, represents
the Grabanskis in their Chapter 11 case.  The Grabanskis estimated
assets between $1 million and $10 million, and debts between $10
million and $50 million.

On July 23, 2010, Mr. Grabanski signed a Chapter 11 petition for
Grabanski Grain LLC (Bankr. D. N.D. Case No. 10-30924).  DeWayne
Johnston, Esq., also represents Grabanski Grain.  The Debtor is
estimated to have assets and debts of $1 million to $10 million.

Former owners, John and Dawn Keely, in December 2010 forced the
partnership Keeley and Grabanski Land Partnership in Texas into
Chapter 11.  The former owners filed an involuntary Chapter 11
bankruptcy petition against the partnership (Bankr. D. N.D. Case
No. 10-31482) on Dec. 6, 2010.  Kenneth Corey-Edstrom, Esq., at
Larkin Hoffman Daly & Lindgren Ltd., represents the petitioner.
The U.S. Bankruptcy Appellate Panel for the Eighth Circuit later
affirmed the Bankruptcy Court's order appointing a trustee in
Keeley and Grabanski Land Partnership's involuntary Chapter 11
case.  Kip M. Kaler, Chapter 11 trustee of Keeley and Grabanski
Land Partnership, won authority to employ Kaler Doeling Law Office
as counsel.

Keeley and Grabanski Land Partnership in Texas -- since 2009 doing
business as Grabanski Land Partnership -- was formed in 2007 for
Texas farming operations between farmers Thomas Grabanski and John
Keeley of Grafton, N.D., and their wives.  K&G Land, along with a
separate farming partnership, operated more than 10,000 acres of
corn and sunflowers from 2007 to 2009 in two locations in Texas
near the towns of Blossom and DeKalb.

In separate, related lawsuits, the Grabanskis face several
"adversarial" lawsuits, filed by certain creditors.  The creditors
who filed suits include Crops Production Services Corp., AgCountry
Farm Credit Services, and PHI Financial.


KGHM INTERNATIONAL: S&P Revises Ratings Outlook to Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Vancouver-based KGHM International Ltd. (KGHMI) to negative from
stable.  At the same time, Standard & Poor's affirmed all its
ratings on the company, including its 'BB-' long-term corporate
credit rating.

"We base our outlook revision on the expected weakening in the
company's credit metrics in the next 12 months," said Standard &
Poor's credit analyst George Economou.  "In our view, KGHMI will
incur debt to fund its larger share of Sierra Gorda capital
expenditures, which was previously not included in our forecasts,"
Mr. Economou added.

As such, S&P expects adjusted debt-to-EBITDA leverage could
increase above 4.0x -- one of its key thresholds for ratings
pressure -- in 2014.

The ratings on KGHMI reflect what Standard & Poor's views as the
company's "weak" business risk profile and "aggressive" financial
risk profile.  S&P considers key credit risks to be the company's
exposure to volatile copper prices, its fourth-quartile cost
profile, the relatively short reserve life of most of its mines,
and its large growth capital expenditures.  S&P believes these
risks are partially mitigated by KGHMI's modest debt leverage and
satisfactory operating diversity in attractive and lower-risk
mining jurisdictions.  Moreover, S&P's 'BB-' long-term corporate
credit rating on the company is one notch higher than it would be
on a stand-alone basis, reflecting S&P's expectation of potential
support from a parent with a stronger credit profile.

KGHMI operates five copper mines in the U.S., Canada, and Chile,
and holds interests in the Chile-based Sierra Gorda project
(55% equity interest) currently under construction and the
Sudbury, Ont.-based Victoria development project.  KGHMI
established a joint venture (JV) with Sumitomo Metal Mining Co.
Ltd. (not rated) and Sumitomo Corp. to develop Sierra Gorda.

The negative outlook on KGHMI is based on S&P's view that the
company's credit metrics could weaken in the next 12 months due
primarily to an increase in debt related to the funding of its
share of Sierra Gorda development costs and narrower
profitability.  S&P expects the company will require incremental
debt financing to fund its 2014 project capital obligations and
help maintain an adequate liquidity profile.

Given that KGHMI is not expected to receive cash flow from the
Sierra Gorda JV in this period, S&P could lower the rating if it
believes that adjusted debt-to-EBITDA will increase beyond 4.0x on
a sustainable basis.

While unlikely in the next several quarters of construction at the
Sierra Gorda project, S&P could revise the outlook to stable in
the event that it sees favorable prospects for the company to
limit total balance-sheet debt to an extent that improves S&P's
view of leverage staying under 4.0x through 2014.


LICHTIN/WADE LLC: Case Converted for Lack of Plan Funding
---------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina converted the Chapter 11 case
of Lichtin/Wade LLC to one under Chapter 7 of the Bankruptcy Code.

Joseph N. Callaway, upon the recommendation of the Bankruptcy
Administrator, is appointed as the Chapter 7 Trustee to administer
the estate and perform the duties.

The Court finds there is a substantial or continuing loss to or
diminution of the estate and the absence of a reasonable
likelihood of rehabilitation.  The Court finds it doubtful that
the Debtor will have the ability to confirm any proposed plan of
reorganization without First Rock's equity investment, and Gregg
Robertson's withdrawal of his offer to provide an equity
investment.

At the previous confirmation hearing, Mr. Robertson testified that
First Rock had a line of credit with its bank and funding was
available up to $1,500,000.  Mr. Robertson testified that although
the Disclosure Statement proposed that First Rock would provide up
to $4,500,000, First Rock had the ability to provide additional
funds in excess of the amount if necessary.

                         About Lichtin/Wade

Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012, amid efforts to refinance
$39 million in construction-related loans and other debts
connected to two office buildings built in 2008 at 5420 and 5430
Wade Park Blvd.  Lichtin/Wade, based in Wake County, North
Carolina, owns and operates the office park known as the Offices
at Wade, comprised of two Class A office buildings and vacant land
approved for additional office buildings.  The buildings are known
as Wade I and Wade.  Each building is over 90% leased, with only
three vacant spaces remaining between the two buildings.

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.

The Debtor disclosed $47,053,923 in assets and $52,548,565 in
liabilities as of the Petition Date.

The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.


LIFE UNIFORM: Enters Into Asset Purchase Deal with Scrubs & Beyond
------------------------------------------------------------------
Healthcare Uniform Company, Inc. and Uniform City National, Inc.,
Operator of 205-store Life Uniform and Uniform City hospital
uniforms and accessories retailer, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-11391) on May 29 in Delaware with a
contract in hand selling the business for $22.6 million to Scrubs
& Beyond LLC.

Scrubs & Beyond signed a stalking horse asset purchase agreement
to acquire substantially all of the operating assets of Life
Uniform.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an affiliate of Sun Capital Partners Inc. in 2004,
the chain owes $37.5 million to Capital Source Finance LLC on a
revolving credit and term loan.  A Sun Capital affiliate has a
second-lien obligation for $6.1 million. Angelica Corp. holds a
$6.3 million subordinated note.

Life Uniform filed the stalking horse asset purchase agreement
with the U.S. Bankruptcy Court for the District of Delaware along
with a motion seeking the establishment of bidding procedures for
an auction that allows other qualified bidders to submit higher or
otherwise better offers, as required under Section 363 of the U.S.
Bankruptcy Code.  Following completion of the bidding process,
final approval of the U.S. Bankruptcy Court will be required.

Scrubs & Beyond intends to acquire a substantial number of Life
Uniform's retail stores, operated under the Life Uniform and
Uniform City brand names, in addition to the Life Uniform and
Uniform City websites, which Scrubs & Beyond would continue to
operate post-acquisition.

Karla Bakersmith, President and CEO of Scrubs & Beyond, said, "I
spent nearly 13 years with Life Uniform before starting Scrubs &
Beyond and I am excited by the business prospects made possible by
the proposed acquisition.  This is an exciting opportunity for
Scrubs & Beyond to expand its retail footprint and provide greater
support for outside sales, a rapidly growing part of our business,
and a strategic imperative for our future."

Bakersmith added, "The most exciting part of this acquisition is
the opportunity for Scrubs & Beyond to become the largest retailer
in our industry and to continue to innovate, offer new and unique
products, and set the standard for great customer service."

Genesis Capital, LLC is acting as investment banker and Ballard
Spahr LLP is providing legal counsel to Scrubs & Beyond.  Morgan
Joseph TriArtisan LLC is acting as investment banker and Klehr
Harrison Harvey Branzburg LLP is providing legal counsel to Life
Uniform.  Robert Frezza of Capstone Advisory Group, LLC has been
engaged by Life Uniform to serve as its Chief Restructuring
Officer during the bankruptcy process.

Life Uniform will hold an auction if the Company receives
additional qualified bids. Interested parties should contact
Morgan Joseph TriArtisan LLC at 404.585.2200.

                     About Life Uniform, Inc.

Life Uniform -- http://www.lifeuniform.com-- is the country's
largest retailer of healthcare apparel, scrubs, medical uniforms,
nursing scrubs, nursing uniforms, hospital scrubs, nurses shoes,
Cherokee scrubs, Barco Uniforms, lab coats, Landau scrubs,
maternity scrubs, medical uniforms, nursing uniforms and supplies,
Life Uniform, healthcare uniforms, nurses scrubs and medical
apparel.

Bloomberg discloses that Brentwood, Missouri-based Scrubs & Beyond
has 27 stores in 14 states. St. Louis-based Life Uniform's stores
are in 34 states.  Although specific dates aren't selected, Life
Uniform wants competing bids and an auction in July.

According to Bloomberg, Capital Source is providing a $15 million
loan for the bankruptcy that would bring in $4 million in addition
liquidity. Life Uniform blamed financial problems on a lack of
capital.


LIFE UNIFORM: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Life Uniform Holding Corp.
        2132 Kratky Road
        St. Louis, MO 63114

Bankruptcy Case No.: 13-11391

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Healthcare Uniform Company, Inc.        13-11392
Uniform City National, Inc.             13-11393

Chapter 11 Petition Date: May 29, 2013

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtors' Counsel: Domenic E. Pacitti, Esq.
                  KLEHR HARRISON HARVEY BRANZBURG, LLP
                  919 Market Street, Suite 1000
                  Wilmington, DE 19801
                  Tel: (302) 552-5511
                  Fax: (302) 426-9193
                  E-mail: dpacitti@klehr.com

Debtors'
Claims and
Noticing Agent:   EPIQ BANKRUPTCY SOLUTIONS

Debtors'
Financial
Advisor:          CAPSTONE ADVISORY GROUP, LLC

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

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

The petitions were signed by Bryan Graiff, COO, CFO, VP,
secretary, and treasurer.

Debtors' Consolidated List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Angelica                           Unsecured Note       $7,244,855
7700 Forsyth Boulevard, Suite 1010
St. Louis, MO 63105

Sun Uniforms, LLC                  Unsecured Note       $4,323,509
5200 Town Center Circle, Suite 600
Boca Raton, FL 33486

Strategic Partners, Inc.           Trade                $4,207,145
9800 De Sota Avenue
Chatsworth, CA 91311

Creative In Design Resources, Inc. Trade                $3,175,847
11625 Columbia Center Drive, Suite 200
Dallas, TX 75229

Sun Uniforms Finance, LLC          Unsecured Note       $2,377,921
5200 Town Center Circle, Suite 600
Boca Raton, FL 33486

Barco of California                Trade                $1,626,380
350 W. Rosecrans Avenue
Gardenia, CA 90248

Koi Design, LLC                    Trade                  $712,098
1757 Stanford Street
Santa Monica, CA 90404

White Cross Canada                 Trade                  $652,156
9600 Meilleur, #950
Quebec, QC Canada H2N 2E3

Baum Textile Mills, Inc.           Trade                  $628,996
812 Jersey Avenue
Jersey City, NJ 07310

White Swan/Meta                    Trade                  $465,471
621 Macon Street
McDonough, GA 30253

Independence Medical               Trade                  $397,245
9 Industrial Road
Milford, MA 01757

Dansko                             Trade                  $387,948
8 Federal Road
West Grove, PA 19390

Krazy Kat Sportswear, LLC          Trade                  $338,864
1707 Broadway, Suite 221
New York, NY 10018

Peaches Uniforms                   Trade                  $278,825
1901 Hutton Court, Suite #200
Farmers Branch, TX 75234

Landau Uniform Shoes               Trade                  $239,736

Pacific Tri-Port Distribution,     Trade                  $132,808
Inc.

Quagga Accessories, LLC            Trade                  $124,375

Peppergate Footwear                Trade                  $115,777

Sofft Shoe Company                 Trade                  $108,227

ADC                                Trade                   $95,653

Sterling Factors Corp.             Trade                   $71,188

Latitudes, Inc.                    Trade                   $50,915

Iguanamed, LLC                     Trade                   $41,647

Prestige Medical                   Trade                   $39,055

Soncentric Sourcing                Trade                   $33,763

Fame Fabrics, Inc.                 Trade                   $30,490

Digital Evolution Group            Trade                   $30,328

Timberland, LLC                    Trade                   $29,392

Toshiba Global Commerce Solutions, Trade                   $17,808
Inc.

Brown Group, Inc.                  Trade                   $17,808


LIFECARE HOLDINGS: Settlement for Unsecured Creditors Approved
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of hospital owner LifeCare Holdings Inc.
received court approval for a settlement allowing the business to
be sold to senior lenders in exchange for $320 million in secured
debt.

According to the report, approved by the bankruptcy court in
Delaware on May 28, the settlement gives $1.5 million cash to
general unsecured creditors other than subordinated note holders.

The report shares that in addition, the settlement ensures that
unsecured creditors won't be sued for return of payments received
in weeks before bankruptcy.  Unsecured creditors estimate they
will have a 7.5 percent cash recovery thanks to the settlement.
The report notes that the settlement gives $2 million cash to
subordinated noteholders, for a 1.7 percent recovery.  They
receive less than general unsecured creditors as a consequence of
a subordination agreement with senior lenders.  The senior lenders
are providing another $150,000 for the creditors' lawyers.

The bankruptcy court in Delaware approved the sale to the lenders
in April, on the assumption that the settlement would be approved
later.  There were no bids to compete with the offer from the
lenders, who were owed about $355 million on a secured credit
facility with JPMorgan Chase Bank NA as agent.

                           About LifeCare

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

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

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

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

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

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


LINN ENERGY: S&P Retains 'B+' CCR on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Houston-based Linn Energy LLC, including the 'B+' corporate credit
rating, will remain on CreditWatch with positive implications,
where S&P placed them on Feb. 22, 2013.

"The ratings on Linn Energy remain on CreditWatch due to the
potential for an upgrade following its $4.3 billion acquisition of
Berry Petroleum, including the assumption of about $1.7 billion
debt," said Standard & Poor's credit analyst Paul Harvey.

Acquiring Berry will materially strengthen Linn's business risk
profile, raising proved reserves to an estimated 6.5 trillion
cubic feet equivalent, strengthening its current core areas, and
giving Linn a new core area in the Uinta Basin in Utah.

The CreditWatch placement reflects the potential for a one-notch
upgrade to 'BB-' from 'B+' and the potential for a higher rating
on Linn's unsecured debt, pending an assessment of the resulting
capital structure after the acquisition closes.  S&P expects to
resolve the CreditWatch placement near the close of the
acquisition.


LSP MADISON: Moody's Rates $450MM Sr. Secured Term Loan 'Ba3'
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to LSP Madison
Funding, LLC's $450 million senior secured term loan B due July
2020. The outlook is stable.

Ratings Rationale:

The assigned Ba3 rating reflects predictable contracted gross
margins of over 65% through mid-2017 derived principally from
capacity payments, reactive power tariff and black start revenue
at three peaking units as well as contracted energy and capacity
revenue through a partial interest in a run-of-the-river hydro
facility. The rating also incorporates a view that the capacity
market regime will continue and that each successive year provides
additional clarity on future cash flow as most capacity auction
revenue is determined via auction three years in advance. However,
capacity markets are also fickle and the latest 2016/2017 capacity
auction result in PJM highlighted how unpredictable auction
results can be, even if they provide forward-looking clarity on
potential future cash flows.

Under various sensitivities considered by Moody's, the portfolio
generates financial metrics such as the debt service coverage
ratio (DSCR) consistent with a Ba-rating sub-factor under Moody's
Power Generation Projects Methodology (the Methodology) and
leverage metrics such as the funds from operations to debt ratio
(FFO/Debt) consistent with a B-rating sub-factor under the
Methodology. The Ba3 rating also recognizes substantial cash flow
concentration and peaking units that provide uncertain energy
margins, and the monetization of assets for which the cash flow
stream post cleared capacity period (May 2017) remains highly
uncertain.

Proceeds of the new term loan will be used to partially refinance
a $475 million term loan currently in place with the issuer. The
remaining funds used to fully repay this term loan represent
proceeds from the May 16, 2013 sale of the Blythe combined cycle
asset, a fully contracted asset, and the proceeds expected from a
separate stand-alone financing on the Cherokee Qualifying
Facility, a contracted asset. Madison expects to receive net
disposition amount of approximately $100 million from the
sale/removal of these assets from the existing term loan facility.
After fees and expenses, the borrower is expected to make a
distribution as a result of this new term loan issuance.

Moody's will withdraw the Ba2 rating on LSP Madison's existing
$475 million outstanding term loan (cusip: 50217CAB3) upon the
closing of the new term loan and subsequent repayment of the
existing term loan.

The Ba3 rating on the new Madison Funding term loan represents a
substantial level of cash flow concentration with over 30% of
expected future cash flow derived from the Safe Harbor hydro
facility. The Madison Funding portfolio has evolved from eight to
four generating projects over the last year with meaningfully less
cash flow, electricity market, and asset diversification. The
portfolio now consists of three peakers, two located in the
Chicago area (PJM RTO) and one located in Wallingford, CT (NEISO
CT) in addition to the hydro unit near Lancaster, PA (PJM MAAC).
Even with expected plant retirements continuing, slack demand in
their respective markets causes us to believe the three peakers
are unlikely to generate meaningful merchant energy revenue and
will continue to operate near their historical capacity factors.
Moody's further notes that the contractual cash flow for energy at
Safe Harbor is expiring in the next two years and while Moody's
believes there is a reasonable likelihood of a replacement
contract, the energy margins under a replacement contract will be
negatively influenced by the region's access to shale natural gas
and somewhat tepid demand.

The rating recognizes the sponsor's active involvement to
implement commercial enhancements across the portfolio. At Safe
Harbor, both the sponsor and their co-owners of the facility are
working on an optimization plan that is expected to reduce capex
and result in stronger cash flow. Moody's also observes that
incremental cash flow that the Wallingford peaking unit is
expected to earn given increased requirements to procure certain
ancillary services (AS) revenue, such as Locational Forward
Reserve Market (LFRM), as proposed by the Independent System
Operator of New England (ISONE) and approved by the Federal Energy
Regulatory Commission (FERC). The market is limited in terms of
size and types of units eligible to provide this product. Since
Wallingford utilizes quick-start GE LM6000 Sprint technology and
is relatively new, it is expected to capture more LFRM revenue.
LFRM is a seasonal product and can fluctuate. For example, in the
last auction LFRM cleared at $0.35 per kilowatt month above the
FCM capacity price; the latest auction result was nearly ten times
higher at approximately $3.00 per kilowatt month above the FCM
capacity price.

The portfolio continues to have some standard project finance
features including 100% first priority security interest in the
assets and associated contracts; a trustee-administered cash-flow
waterfall of accounts and a 100% excess cash flow sweep.
Positively, the portfolio benefits from a sponsor-provided, 6-
month debt service reserve and major maintenance reserve fund.
Flexibility around asset sales (except for Safe Harbor, which is
prohibited from being sold under the financing agreements) exist
in the proposed structure, enabling the issuer to sell any and all
of the three peakers but only applying a predetermined amount to
Madison Funding debt reduction. Moody's considers this aspect to
be largely credit neutral with modest improvement in financial
metrics in later years based upon sensitivities examined by us.
Moody's further notes that issuer has the ability to increase the
debt facilities by an incremental $25 million without rating
affirmation and as such, its rating assumes that this incremental
debt will be incurred.

The stable outlook reflects near-term predictability of cash flows
from the known capacity auctions across the portfolio and existing
contracts at Safe Harbor, expectations for strong operating
performance, and a reasonable high likelihood of debt reduction
over the life of the term loan given the 100% excess cash sweep
and Moody's view that capacity market regimes will continue.

The rating could be revised upward if the borrower implemented
meaningful contracts on the non-contracted portion of the
portfolio resulting in substantially higher predictable cash flows
and improved cash flow metrics in the "Baa" category or if debt
reduction occurs at levels significantly higher than scenarios
considered by Moody's.

The rating could face downward pressure should projects fail to
perform as expected which lowers cash flow metrics including
consolidated FFO/Debt falling below 10% or debt service coverage
falling below 2.0x on a sustained basis.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics and
cash flows.

LSP Madison Funding, LLC (Madison Funding) consists of four
generating projects comprised of three peaking units and a partial
interest in a run-of-the river hydro facility totaling
approximately 1,263 megawatts (MW) based on average winter and
summer rating capacity. The peaking units include the nominally
rated 540 MW University Park North (UPN) and 300 MW University
Park South (UPS) units in Chicago, IL; and the 225 MW Wallingford
unit in Wallingford, CT. The 417 MW Safe Harbor hydro facility
(139 MW net ownership) is located on the Susquehanna River near
Lancaster, PA. The peaking units have at least ten years of
operating history and are run by recognized operators in NAES and
Wood Group. The hyrdo facility has been in place since the 1930s
with an expansion undertaken in the mid-1980s.

Madison Funding is wholly owned by LSP Madison Holdings, which is
in turn owned by a $3.1 billion private equity fund (the Fund)
managed by LS Power Group (LSP). LSP currently owns and manages
twenty fossil and renewable power generation assets with over
8,500 MW of capacity and two large scale electric transmission
businesses.

The principal methodology used in this rating was the Power
Generation Projects Methodology published in December 2012.


MAIN STREET: Daily Voice Auction Set for June 20
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Daily Voice, the owner of a news website for 41
communities in Westchester County, New York, and Fairfield County,
Connecticut, will be sold to the founder and two shareholders for
$800,000, mostly in exchange for debt, absent a better offer at a
June 20 auction.  Under sale procedures approved May 29 by the
U.S. Bankruptcy Court in White Plains, New York, competing bids
are due June 17.  There will be a hearing on June 21 to approve
the sale.

The Bloomberg report discloses that founder Carll Tucker and two
shareholders will be the buyers, assuming there is no better offer
at auction.  They are offering $100,000 cash while taking
ownership in exchange for $550,000 in pre-bankruptcy secured debt
and $150,000 in financing for the Chapter 11 effort.

                         About Main Street

Main Street Connect LLC, the owner of the Daily Voice news website
for 41 communities in Westchester County, New York, and Fairfield
County, Connecticut, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-22729).  The business disclosed assets of $395,000 and
liabilities totaling $877,000, including $550,000 in secured debt.

Daily Voice was facing a lawsuit by workers alleging violation of
the federal Fair Labor Standards Act.  The lawsuit, which is
pending, had cost $500,000 in fees and precluded raising more
financing.


MFM INDUSTRIES: Meeting to Form Creditors' Panel on June 6
----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on June 6, 2013, at 10:00 a.m. in
the bankruptcy case of MFM Delaware, Inc.  The meeting will be
held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                       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.


MOBILE MINI: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Tempe, Ariz.-based portable storage units and mobile
office units leasing company Mobile Mini Inc. to positive from
stable.  S&P affirmed the 'BB-' corporate credit rating.

At the same time, S&P affirmed its 'B+' rating (one notch below
the corporate credit rating) on the senior unsecured notes.  The
'5' recovery rating, indicating S&P's expectations that lenders
would receive a modest (10%-30%) recovery in the event of a
payment default, is unchanged.

"Mobile Mini's financial profile has been improving gradually, and
we expect that to continue," said Standard & Poor's credit analyst
Funmi Afonja.  The company's financial profile has benefited from
a debt paydown, reduced capital spending, and increasing earnings.
For the quarter ended March 31, 2013, utilization averaged 60.2%
compared with 56.8% in the prior-year period, and approached the
five-year historical average of 60.6%.  At the same time, the
company achieved modest lease rate gains.  As a result, revenues
grew by about 6% and EBITDA margins improved to 40.5%, compared
with 38.9% in the prior year.  S&P expects that the combination of
improving operating performance and continued debt repayment
should help Mobile Mini achieve a gradually improving financial
profile over the next year.

"In our base-case scenario, we expect EBITDA margins to only
improve modestly, despite increased revenues, due to additional
expenses from adding new "greenfield" locations and the repair and
deployment of more units.  Greenfield locations are low-cost,
start-up operational yards where the company redeploys idle fleet.
Although Mobile Mini has not made any shareholder rewards in
recent years, our base-case scenario leaves room for modest
shareholder rewards through dividends and share buybacks of
$20 million per year.  Our assumptions take into account the
company's strong positive cash flow generation, limited capital
spending needs and no debt maturities till 2017.  As of March 31,
2013, funds flow from operations (FFO) to lease-adjusted debt was
19.9%, EBITDA margin was 40.5%, and lease-adjusted debt to capital
was 45% (low for a leasing company)," S&P said.

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

   -- Funds flow from operation (FFO) to total debt in the high-
      teens percent area,

   -- EBITDA margins in the low-40% area, and

   -- Fully adjusted (for operating leases) total debt to capital
      in the low-40% area.

The ratings on Mobile Mini reflect the cyclicality of many markets
served by its leasing and sale of portable storage units and
mobile office units--a fairly narrow business segment.  Positive
rating factors include the company's leading market position and
relatively stable earnings and cash flow.  Although Mobile Mini is
exposed to the near-term economic weakness in Europe and the U.S.,
S&P expects earnings should be relatively stable due to moderate
contract coverage.  Standard & Poor's categorizes Mobile Mini's
business risk profile as "fair," its financial risk profile as
"aggressive," its liquidity as "adequate," and management as
"fair" under S&P's criteria.

The outlook is positive.  S&P expects the company to achieve a
gradually improving financial profile from continued earnings
growth, debt paydown, and keeping capital spending reduced.  Over
the long-term, S&P expects Mobile Mini to benefit from improving
market fundamentals.

S&P could upgrade the company by one notch if its financial
profile improves such that FFO to debt rises to the 20% area on a
sustained basis and EBITDA margins increase to the low-40% area on
a sustained basis.

S&P could revise the outlook to stable if the company's financial
profile moderates due to weaker-than-expected earnings growth or
material shareholder rewards, causing FFO to total debt to fall to
the mid-teen area for a sustained period.  However, S&P expects
the company's financial measures will improve in 2013 and beyond.


MTS LAND: Mediation This Week; Confirmation Hearing Moved to Aug.
-----------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona signed off on a stipulation continuing the
confirmation hearing for MTS Land LLC's Chapter 11 Plan, and
modifying the confirmation hearing deadline.

The stipulation, entered between the Debtor and US Bank, N.A.,
provides that:

   1. the confirmation hearing scheduled for June 24, 25, 26,
      27 and 28 will be continued to a date to be determined
      in August, or as soon as practicable thereafter, subject
      to the Court's availability;

   2. the parties will attend mediation during the week of
      June 3, or as soon as practicable thereafter;

   3. the parties will each have representatives available
      at mediation with authority to settle, or immediately
      available by telephone;

   4. these dates set forth in the Disclosure Statement order
      will remain unchanged:

      a. Record Date for Voting Purposes -- April 1;

      b. Deadline to File Notice of Development Path -- April 19;

      c. Deadline to file Motion in Support of Plan Confirmation
         -- April 25;

      d. Deadline to File Notice Identifying Legal Issues --
         May 3;

      e. Voting Deadline -- May 14;

      f. Deadline to File Ballot Summary -- May 17;

      g. Deadline to File Blind Briefs (except as to the USB
         Issues) -- May 20.

   5. these dates set forth in the Disclosure Statement Order
      and related to the confirmation hearing will be reset by
      the parties after a new Confirmation hearing is set:

      a. Deadline to file objections to confirmation;

      b. Deadline to file blind briefs (on USB Issues);

      c. Discovery deadlines.

Gerald M. Gordon, Esq., Robert C. Warnicke, Esq., and Teresa M.
Pilatowicz, Esq., at Gordon Silver, represent the Debtor.

                          About MTS Land

MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Cal.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Lawyers at
Gordon Silver serve as the Debtors' counsel.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The Plan filed in the Debtors' cases provides that all creditors
with allowed claims will be paid the amount of their allowed
claims in full through the Plan.  Holders of equity securities of
Debtors will retain all of their legal interests.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.


MUD KING: U.S. Trustee Unable to Appoint Creditors Committee
------------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 7, notified the
Bankruptcy Court for the Southern District of Texas that she was
unable to appoint a committee of unsecured creditors in the
Chapter 11 case of Mud King Products, Inc.

The U.S. Trustee said that she has attempted to solicit creditors
interested in serving on the unsecured creditors' committee but
was unable to solicit sufficient interest to appoint a proper
committee.

                           About Mud King

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Hoover Slovacek, LLP, serves as the Debtor's
counsel.  Judge Karen K. Brown presides over the case.


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

As reported in the Troubled Company Reporter on May 20, 2013, the
Debtor related that the firm represented it in litigation for
misappropriation of trade secret and related actions which was
initiated in Harris County District Court.  The Debtor has denied
the allegations in the litigation and it remains pending, but the
claims against the Debtor have been stayed due to the bankruptcy
filing.

The firm will, among other things:

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

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

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

The hourly rates of the firm's personnel are:

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

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

                           About Mud King

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Hoover Slovacek, LLP, serves as the Debtor's
counsel.  Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


MUNICIPAL CORRECTIONS: CohnReznick LLP Approved as Auditor
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized Municipal Corrections LLC to employ CohnReznick, LLP to
audit its books and record, as required under the trust indenture
with UMB Bank, N.A., and related agreement.

According to the Debtor, the services of the firm will be limited
to an audit of the combined balance sheet of the Debtor and its
affiliate, Irwin County Detention Center, LLC, as of Dec. 31,
2012, and the related combined statements of income, retained
earning and cash flows of the year then ended.

The Debtor agreed to pay the firm a flat fee of $30,000.

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

                    About Municipal Corrections

Hamlin Capital Management, LLC, Oppenheimer Rochester National
Municipals, and UMB, N.A., as indenture trustee -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012.  Jon T. Pearson, Esq., at
Ballard Spahr LLP, in Las Vegas, Nevada, serves as counsel to the
petitioners.  In August, the bankruptcy judge ruled that the
prison is properly in Chapter 11 to reorganize.

Austin E. Carter, Esq., at Stone & Baxter LLP, in Macon, Ga.; and
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in
Las Vegas, Nevada, represent the Debtor as counsel.

The Debtor disclosed $656,378 in assets and $61,769,528 in
liabilities as of the Chapter 11 filing.

As reported by the TCR on Jan. 3, 2013, Bankruptcy Judge Thad J.
Collins granted the request of creditor Irwin County to transfer
the venue of the Debtor's Chapter 11 bankruptcy case to the U.S.
Bankruptcy Court for the Northern District of Georgia.

No committee was appointed in the case.


MURR'S AUTO: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Murr's Auto Body
        61 W. 2nd Street
        Atlantic Beach, FL 32233

Bankruptcy Case No.: 13-03287

Chapter 11 Petition Date: May 29, 2013

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

Judge: Jerry A. Funk

Debtor's Counsel: Robert W. Elrod, Jr., Esq.
                  ROBERT W. ELROD, P.A.
                  233 East Bay Street Suite 1032
                  Jacksonville, FL 32202
                  Tel: (904) 356-1282
                  E-mail: rwelrod2@aol.com

Scheduled Assets: $1,374,400

Scheduled Liabilities: $1,027,145

The Company?s list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb13-03287.pdf

The petition was signed by John Murr, owner.


NATIONAL GOLD: Chancery Court Sides With Israel Discount Bank
-------------------------------------------------------------
The Court of Chancery of Delaware issued a ruling in an action
arising out of a dispute over the handling of collateral for a
$10 million loan consisting of rare coins and bullion.  The
primary lender, Israel Discount Bank of New York, lent money to
its client, Republic National Business Credit LLC, as part of a
revolving credit agreement.  The client, in turn, issued loans to
various entities, including National Gold Exchange, Inc., and took
an interest in collateral for those loans.  The New York bank had
an interest in this collateral as a result of its security
interest in its client's assets.  Ultimately, the New York bank's
client requested that the collateral be transferred to a specific
depository -- First State Depository, LLC -- that offered better
pricing.  The New York bank, its client, and the depository signed
an agreement requiring that, upon receiving written notice from
the New York bank, the depository thereafter would refrain from
releasing the collateral without the written authorization of the
New York bank. The depository also agreed to allow the New York
bank to inspect and remove the collateral on demand.

Despite adequate notice of the New York bank's exercise of its
right to approve any transfers by the depository, the depository
continued, without consulting the bank, to release the collateral
to a debtor company with the same owner as the depository. A large
amount of the collateral was not returned to the depository, and
the New York bank claims to have suffered damages due to its
resulting under-securitization.  Israel Discount Bank now seeks
damages based on the unauthorized release of collateral by the
depository and the conversion of collateral by the related
company.  The depository and related company have asserted a
legion of defenses.  They include that Israel Discount Bank's
claims are barred by laches, the doctrine of election of remedies,
and the invocation of an indemnification and hold harmless
provision in a separate agreement. Both sides also contend that
they are entitled to an award of attorneys' fees as a result of
their adversary's bad faith and vexatious litigation conduct.

National Gold Exchange, one of Republic's significant borrowers,
filed for Chapter 11 bankruptcy on July 24, 2009.

In a May 29 Memorandum Opinion available at http://is.gd/bjUujb
from Leagle.com, Vice Chancellor Donald F. Parsons Jr., held that
the depository breached the agreement by releasing collateral and
interfering with the New York bank's consent, inspection, and
removal rights.  The Court also held that the affiliated debtor
converted collateral by impermissibly possessing and disposing of
collateral as if it were its own.  The depository and affiliated
company's conduct both before and during the litigation was
sufficiently egregious to justify an award against them of Israel
Discount Bank's reasonable attorneys' fees and expenses.

"I find in favor of IDB.  Specifically, I find that FSD breached
the Bailment Agreement by, among other things, releasing the
Collateral and interfering with IDB's rights under that agreement.
I also find that CAMI converted the Collateral by wrongfully
possessing and disposing of the Collateral as if it were its own,"
Vice Chancellor Parsons said."

"I direct that judgment be entered against FSD and CAMI, jointly
and severally, in the amount of $7,091,903.57 plus prejudgment
interest from September 12, 2011 at the legal rate, compounded
monthly. IDB also is entitled to the return of the $25,000 that it
posted in support of the TRO it obtained. Finally, IDB is entitled
to an award of its attorneys' fees and expenses for prosecuting
this action, including, without limitation, its costs under Rule
54(d)."

The case is, ISRAEL DISCOUNT BANK OF NEW YORK, Plaintiff, v. FIRST
STATE DEPOSITORY COMPANY, LLC and CERTIFIED ASSETS MANAGEMENT,
INC., Defendants, Civil Action No. 7237-VCP (Del. Ch.).

First State Depository is a private depository that provides
specialized precious metals custody, shipping, and accounting
services.

Certified Assets Management, Inc., is a Delaware corporation that
offers wholesale rare coin and marketing services.

Robert Higgins, a non-party, owns both FSD and CAMI.  He is FSD's
sole member and CAMI's president and sole stockholder. Eric
Higgins, also a non-party and Higgins's son, is the head of
customer service at FSD.  Another of Higgins's sons, Steven
Higgins, worked at CAMI and served as CAMI's corporate designee.

Israel Discount Bank of New York is represented by:

          Paul D. Brown, Esq.
          Joseph B. Cicero, Esq.
          Stephanie S. Habelow, Esq.
          COUSINS CHIPMAN & BROWN, LLP
          Wilmington, DE
          E-mail: brown@ccbllp.com
                  cicero@ccbllp.com
                  habelow@ccbllp.com

Attorneys for Defendants are:

          Beth Moskow-Schnoll, Esq.
          David A. Felice, Esq.
          BALLARD SPAHR LLP
          Wilmington, DE
          Tel: 302-252-4447
          Fax: 302-252-4466
          E-mail: moskowb@ballardspahr.com
                  feliced@ballardspahr.com

Tampa, Florida-based National Gold Exchange, Inc., operates a gold
and silver rare coin wholesaler.  The Company filed for Chapter 11
bankruptcy protection on July 24, 2009 (Bankr. M.D. Fla. Case No.
09-15972).  Richard J. McIntyre, Esq., at McIntyre, Panzarella,
Thanasides & Eleff, assists the Company in its restructuring
effort.  The Company listed $10 million to $50 million in assets
and $50 million to $100 million in debts.


NATURAL PORK: Panel Can Hire Cutler Law Firm as Associate Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Natural Pork
Production II, LLP's bankruptcy case, sought and obtained court
permission to retain Cutler Law Firm, P.C., as its associate
counsel.

The Court approved the Committee's retention of Sugar, Felsenthal,
Grais & Hammer L.P. as its lead counsel by order dated October 31,
2012, effective as of September 26, 2012.  The Committee wants to
employ Cutler Law Firm, P.C., Attorneys at Law, and specifically,
Robert C. Gainer, as Associate Counsel for the Committee in the
Bankruptcy Case.

As Associate Counsel working with SugarFGH on behalf of the
Committee in the chapter 11 case, Cutler's responsibilities will
include, as needed:

   a. The administration of these cases and the exercise of
      oversight with respect to the Debtors' affairs, including
      all issues in connection with the Debtors, the Committee or
      these chapter 11 cases;

   b. The preparation on behalf of the Committee of necessary
      applications, motions, memoranda, orders, reports and other
      legal papers;

   c. Appearances in Court, participation in litigation as a
      party-in-interest, and attendance at meetings to represent
      the interests of the Committee;

   d. Communications with the Committee's constituents and others
      at the direction of the Committee in furtherance of its
      responsibilities, including, but not limited to,
      communications required under section 1102 of the Bankruptcy
      Code; and

   e. The performance of all of the Committee's duties and powers
      under the Bankruptcy Code and the Bankruptcy Rules and the
      performance of such other services as are in the interests
      of those represented by the Committee.

Robert C. Gainer's hourly rate is $250.

Cutler attests it represents no interest adverse to the Committee
in the matters upon which it is to be engaged.

                        About Natural Pork

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L. Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represents the IC Committee as
counsel.


NATURAL PORK: Exclusive Plan Filing Extended Until Sept. 9
----------------------------------------------------------
The Hon. Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa has granted Natural Pork Production II
LLP's request to extend its exclusive period to file a
reorganization plan until Sept. 9, 2013.

As reported by the Troubled Company Reporter on Feb. 5, 2013, the
Debtor said there are two pending adversary proceedings in the
case that render it somewhat difficult to propose a plan at this
time, and that on Dec. 7, 2012, four wholly owned subsidiaries of
the Debtor filed their own individual Chapter 11 cases.  The
Debtor says that while these cases are not currently jointly
administered with its case, serious consideration needs to be
given to the status and future of those cases, in connection with
its preparing and filing a disclosure statement and plan.

                        About Natural Pork

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L. Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represents the IC Committee as
counsel.


NEIMAN MARCUS: Bank Debt Trades at 0.08% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus Group Inc
is a borrower traded in the secondary market at 99.92% cents-on-the-
dollar during the week ended Friday, May 31, 2013, according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall
Street Journal.  This represents a drop of -0.67 percentage points from
the previous week, the Journal relates.  The loan matures May 16, 2018.
The Company pays 300 basis points above LIBOR to borrow under the
facility.  The bank debt carries Moody's B2 rating and S&P's B+ rating.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 41 Neiman Marcus stores, 2 Bergdorf Goodman stores, 6
CUSP stores, 35 clearance centers, and a direct business. Total
revenues are about $4.4 billion.


NORTH AMERICAN BREWERIES: Moody's Changes Rating Outlook to Neg
---------------------------------------------------------------
Moody's Investors Service affirmed North American Breweries' B2
CFR and changed the outlook to negative from stable.

Rating Rationale

The negative outlook reflects NAB's poor financial performance
since the company was first rated in November, due to a number of
factors including a lockout of the National Hockey League ("NHL")
which hurt Labatt sales in the North East, de-stocking by
wholesalers in anticipation and immediately after the Florida Ice
& Farm Company's ("FIFCO") acquisition of the company, the cycling
through of lost volume from one large contract manufacturing
customer, and poor weather and difficult beer dynamics in the
North American market which hurt volumes across the entire
industry this winter, but particularly affected NAB because of its
concentration in the north eastern states. These factors resulted
in lower than expected shipments and a decline in both
profitability and cash flow that drove leverage from an expected
range in the mid 4 times area, to close to 7 times by the end of
the first quarter.

While Moody's expects improvements as the company heads into its
peak selling months, and puts behind it the impact of one-time
issues such as the NHL lockout and the wholesaler destocking, the
lost earnings put the company behind original expectations in its
ability to de-lever and also resulted in tight cushions under its
bank financial covenants. Failure to restore credit metrics to
levels closer to the levels that were originally expected within
the next several quarters will lead to a downgrade.

The CFR of B2 reflects the company's small scale and limited
geographic diversity relative to large global brewers. NAB
operates predominantly in the US, with pockets of regional
strength aligned with its four breweries which are on the coasts,
and a very light presence in the middle of the country. NAB's
operating margins are thin due to portfolio mix and scale
disadvantages relative to much larger peers. A meaningful amount
of the company's volumes are from contract brewing which is not
very profitable, while its' more profitable craft and flavored
malt beverage brands currently represent a growing portion of the
total portfolio. In addition, significant acquisition activity
over the past few years has led to the creation of the portfolio
as it exists today, so the longer term track record of managing
brands which are strong in disparate regions of the country
remains to be seen. EBITA margins fell from the high to mid-single
digit range in recent quarters, and Moody's is concerned that
increased competitive pressure on the fast growing Seagram Escapes
category may restrict the company's ability to fully recover
previous margins over the next 12-18 months, despite proactive
cost cutting initiatives.

While the company is small relative to other global, deep-pocketed
brewers in the North American market, it has good growth prospects
thanks to its portfolio of craft, Import, flavored malt beverages
and other popular brands. In addition, Moody's believes that the
new owner, Costa Rican based Florida Ice and Farm Co., which has
its own interests in beer in Central America, can be considered
more of a strategic owner than previous private equity owner KPS
Capital Partners, a potential positive due to sharing of best
practices and possible revenue synergies.

The rating would be lowered if NAB failed to restore EBITA margins
to the mid-to high single digit range or to lower debt to EBITDA
to under 5.5 times by year-end, or if free cash flow remains
negative in any of the next few quarters. Large debt financed
acquisitions or shareholder returns could also result in a ratings
downgrade.

While unlikely at the current time, to achieve an upgrade, NAB
will need to demonstrate its ability to profitably grow its
business and generate consistent positive free cash flow to enable
leverage reduction. Improving the profitability of its larger
brands and growing the scale of certain smaller but more
profitable brands would be a plus. Quantitatively, an upgrade
would be considered if EBITA margin were to be sustained above 9%
and leverage declined to under 4 times, while also increasing
scale.

The principal methodology used in this rating was the Global
Alcoholic Beverage Rating Methodology published in September 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.

Headquartered in Rochester, NY, North American Breweries Holdings,
LLC ("NAB") is an independent brewer of beer and other malt
beverage products. Its portfolio of brands includes Genessee,
Labatt brands in the US, Original Honey Brown Lager and Dundee
Ales and Lagers, Seagram's Escapes, Magic Hat, Pyramid an Mac
Tarnahans . NAB also performs contract brewing on behalf of other
companies. The company posted sales of $419 million for the twelve
months ended December, 2012. The company is now owned by
Cerveceria Costa Rica S.A. ("CCR"), a subsidiary of Florida Ice
and Farm Company ("FIFCO") a publicly traded holding company based
in Costa Rica with interests in beer and other beverages as well
as food , retail and other businesses.


NV ENERGY: Fitch 'BB+' Long-term IDR on Rating Watch Positive
-------------------------------------------------------------
Fitch Ratings has placed the ratings of NV Energy, Inc. (NVE) and
its operating subsidiaries Nevada Power Company d/b/a/ NV Energy
(NPC) and Sierra Pacific Power Company d/b/a/ NV Energy (SPPC) on
Rating Watch Positive. The rating action reflects the planned
acquisition of NVE by MidAmerican Energy Holdings Company (MEHC;
Issuer Default Rating (IDR) 'BBB+'; Rating Outlook Stable).

Fitch has also issued a separate press release discussing the
affirmation of MEHC's ratings with a Stable Outlook. Please refer
to Fitch's press release titled 'Fitch Affirms MidAmerican Energy
Holdings Co.'s Ratings Following Acquisition Announcement' dated
May 30, 2013.

Approximately $5 billion of debt is affected by the rating action.

Key Rating Drivers

-- Completion of the proposed acquisition of NVE by MEHC;

-- Greater financial flexibility as a result of the acquisition;

-- A balanced regulatory environment in Nevada;

-- Improving financial profile due to significant debt reduction;

   higher earnings and lower interest expense;

-- Relatively low 2013 - 2015 capex following completion of NVE's
   major generation build cycle.

On May 29, 2013, MEHC and NVE announced a definitive agreement in
which MEHC will purchase all outstanding shares of NVE for $23.75
per share or $5.6 billion. The companies' boards of directors have
unanimously approved the proposed transaction, which is also
subject to shareholder approval.

In addition, the transaction is subject to approval from federal
and state regulators, including the Nevada Public Utilities
Commission, the Federal Energy Regulatory Commission. The proposed
acquisition is expected to close in the first quarter of 2014.

Fitch believes that completion of the proposed acquisition of NVE
by MEHC would likely result in a one-notch upgrade of NVE and its
utility operating subsidiaries ratings. This view is supported by
the anticipated increase in financial flexibility and lower
funding costs that will accrue to the benefit of NVE and its
constituents due to association with a larger, financially strong
parent company. The proposed acquisition augments an already
improving credit profile at NVE and its subsidiaries, in Fitch's
opinion.

Fitch upgraded the ratings of NVE and its subsidiaries on April
30, 2013. The rating action at that time cited improving
consolidated credit metrics due to historic and anticipated debt
reduction, a balanced regulatory environment in Nevada and slowly
improving regional economic conditions. The credit rating upgrade
also considered management's ongoing focus on utility operations
in Nevada and a balanced regulatory compact.

Fitch expects current NVE management, led by president and chief
executive officer Michael Yackira, to remain at the helm under the
proposed, new ownership structure.

With completion of the proposed transaction, Fitch expects NVE
will continue as an intermediate parent company to its Nevada
operating utilities and wholly-owned subsidiary of MEHC. NPC and
SPPC are expected to merge concomitant with completion of the On
Line transmission project around the end of this year pending
regulatory approvals.

For further information regarding NVE and its operating
subsidiaries, please refer to the Fitch press release titled
'Fitch Upgrades NV Energy & Subsidiaries Ratings; Outlook Stable'
dated April 30, 2013.

Rating Sensitivities

An adverse change to the regulatory compact in Nevada could
trigger future negative rating actions.

Greater than anticipated debt reduction and/or a faster-than-
expected economic recovery in Nevada could result in positive
rating actions.

Fitch has placed the following ratings on Rating Watch Positive:

NVE
-- Long-term IDR 'BB+';
-- Senior unsecured debt 'BB+'.

NPC
-- Long-term IDR 'BBB-';
-- Senior secured debt 'BBB+';
-- Short-term IDR F3.

SPPC
-- Long-term IDR 'BBB-';
-- Senior secured debt 'BBB+'
-- Short-term IDR F3.


NV ENERGY: S&P Puts 'BB+' Sr. Unsec. Rating on CreditWatch Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BBB-'
corporate credit ratings on NV Energy Inc., Nevada Power Co., and
Sierra Pacific Power Co. on CreditWatch with positive
implications.  S&P has also placed its 'BBB+' senior secured
ratings on Nevada Power Co. and Sierra Pacific Power Co. and S&P's
'BB+' senior unsecured rating on NV Energy Inc. on CreditWatch
with positive implications.

The CreditWatch placement reflects S&P's expectation that
MidAmerican Energy Holdings Co., which is more highly rated, will
maintain credit quality consistent with its current ratings
following the acquisition.  The acquiring company has significant
scale and operating expertise to support this expectation and is
likely to retain NV Energy management, which S&P deems to be
credit supportive, due to management's recent efforts in improving
regulatory relationships and key credit measures.

The transaction is expected to be consummated by early 2014; this
approximately corresponds with the timeframe for NV Energy's
previously announced merger of the two utilities, Sierra Pacific
Power Co. and Nevada Power Co.  S&P expects that this merger will
still be permitted to occur, and NV Energy will remain a separate
subsidiary of MEHC, maintaining its headquarters in Las Vegas.
The union is also expected to further NV Energy's stated goal of
strengthening its commitment to renewable energy; this is an area
in which MEHC has significant experience.

The 'BBB-' corporate credit ratings on utility holding company NV
Energy Inc. (NVE), regulated electric utility subsidiary Nevada
Power Co. (NPC), and regulated electric and natural gas utility
Sierra Pacific Power Co. (SPPC) are based on the consolidated
credit profile.  The credit profile reflects S&P's view of
consistent management of numerous regulatory risks, offset by
higher-than-average debt, historically low cash flows, a service
area affected by the recession, and some exposure to natural gas.
NVE provides electricity and gas in much of Nevada.

"The CreditWatch placement indicates our belief that there is at
least a 50% likelihood that the ratings of NV Energy and its
subsidiaries will be raised during the next six months.  We expect
the acquisition of NVE by the higher-rated MidAmerican Energy
Holdings Co., if completed as planned, to be supportive of an
upgrade.  We will resolve the CreditWatch status upon review of
definitive information regarding the proposed transaction and upon
achieving greater certainty that all conditions to reaching a
successful close have been met," said Standard & Poor's credit
analyst Michael Ferguson.


ORMET CORP: Studying Details for Potential Chapter 11 Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that while Ormet Corp. will be in bankruptcy court on
June 3 giving ownership to lender and part owner Wayzata
Investment Partners LLC in exchange for debt, the primary aluminum
producer filed papers asking the bankruptcy judge in Delaware to
extend its exclusive right to propose a Chapter 11 plan.

According to the report, at a June 18 hearing, Ormet wants so
called exclusivity pushed out by four months to Oct. 23.  Ormet
says it hasn't yet had the ability to analyze "in significant
detail all issues related to a potential plan filing."  There were
no bids competing with the offer from Wayzata to buy the business
in exchange for $130 million in secured debt plus the loan
financing bankruptcy.  Wayzata is financing the Chapter 11 case
with a $30 million term loan and a $60 million revolving credit
that replaced an existing facility.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Attorneys at Dinsmore & Shohl LLP and Morris, Nichols, Arsht&
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.


OSI RESTAURANT: Bank Debt Trades at 0.1% off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant Partners,
Inc. is a borrower traded in the secondary market at 99.90 cents-on-the-
dollar during the week ended Friday, May 31, 2013, according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall
Street Journal.  This represents a drop of -0.83 percentage points from
the previous week, the Journal relates.  The loan matures Oct. 24, 2019.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank debt carries Moody's B1 rating and S&P's BB rating.

OSI Restaurant Partners LLC owns and operates a diversified base
of casual dining concepts, which include Outback Steakhouse,
Carrabba's Italian Grill, Bonefish Grill, Fleming's Prime
Steakhouse and Wine Bar and Roy's.


PARKVIEW, L.P.: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Parkview, L.P.
        545 West Germantown Pike
        Plymouth Meeting, PA 19462

Bankruptcy Case No.: 13-14704

Chapter 11 Petition Date: May 29, 2013

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

Judge: Stephen Raslavich

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: aciardi@ciardilaw.com

                         - and ?

                  Daniel S. Siedman, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  E-mail: dsiedman@ciardilaw.com

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

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

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

The petition was signed by Carmen Salamone, partner of Parkview,
L.P.


PICCADILLY RESTAURANTS: Seeks to Expand FTI Employment
------------------------------------------------------
Piccadilly Restaurants, LLC, et al., ask the U.S. Bankruptcy Court
for permission to expand the scope of employment of FTI
Consulting, Inc., to:

a) continue those services past the initial 4 month period of
   FTI's initial engagement, through confirmation of a Plan of
   Reorganization (which the Debtors anticipate will be sometime
   in September 2013), and

b) include these additional services:

   a. Work with the Debtors to develop a long term budget model
      focusing on, including variance tracking and analysis,
      preparation of sensitivity analysis.

   b. Business plan preparation.

   c. Assist the Debtors with various initiatives and analyses
      required by the restructuring process including: claims
      identification, reconciliation and analysis, analyses and
      support for negotiations related to its master lease
      agreements and other real estate support, executory contract
      review; and, other restructuring related requirements.

   d. Prepare an enterprise valuation of the business and provide
      testimony (both at deposition, contested matters or trial)
      thereon as necessary

In addition to the fixed monthly fee of $75,000 that would
continue as provided for the Original Engagement Contract through
the expanded term of the engagement, the Debtors have agreed to
pay FTI the amount of $330,000, which will be due and payable on
the effective date of a Plan of Reorganization; provided, however,
FTI will not be entitled to the Effective Date Payment in the
event that:

     (a) the current DIP Lender is the sponsor and resulting
         majority equity holder under the Plan of Reorganization,
         or

     (b) there is a successful section 363 sale pursuant to which
         the DIP and prepetition secured debt is not fully
         satisfied.

A hearing on the motion is set for June 18, 2013, at 10:00 a.m. at
Courtroom, Lafayette.

The counsel for the Debtors can be reached at:

          R. Patrick Vance, Esq.
          Elizabeth J. Futrell, Esq.
          Mark A. Mintz, Esq.
          Tyler J. Rench, Esq.
          JONES WALKER LLP
          201 St. Charles Avenue, 51st Floor
          New Orleans, LA 70170
          Tel: (504) 582-8000/ Direct: (504) 582-8194
          Fax: (504) 589-8194
          E-mail: pvance@joneswalker.com
                  efutrell@joneswalker.com
                  mmintz@joneswalker.com
                  trench@joneswalker.com

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Lawyers at
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New
Orleans, serve as the 2012 Debtors' counsel.  BMC Group, Inc.,
serves as claims agent, noticing agent and balloting agent.  In
its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  In October, the
Committee sought and obtained Court approval to employ Frederick
L. Bunol, Albert J. Derbes, IV, of The Derbes Law Firm, L.L.C. as
attorneys.


PLY GEM: S&P Raises Corporate Credit Rating to 'B'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Ply Gem industries Inc. to 'B' from 'B-'.  The outlook
is stable.

At the same time, in conjunction with raising the corporate credit
rating one notch, S&P raised its issue-level ratings on the
company's 8.25% senior secured notes to 'B' from 'B-'.  The
recovery rating remains '4', indicating S&P's expectation of
average (30% to 50%) recovery in the event of a payment default.
S&P also raised the ratings on Ply Gem's 9.375% senior notes to
'CCC+' from 'CCC'.  The recovery rating remains '6', indicating
S&P's expectation of negligible (0% to 10%) recovery in the event
of a payment default.

"The upgrade reflects Ply Gem's successful completion of an IPO of
its common stock, which raised $352 million of net proceeds,
including the recent exercise of the over-allotment option?the
greenshoe," said Standard & Poor's credit analyst Thomas Nadramia.

The company also partially completed related deleveraging
transactions, as it detailed in SEC filings, to redeem or
repurchase at least $87.3 million of 8.25% senior secured notes
due 2018 and $73 million of 9.375% senior notes due 2017, and to
repay about $30 million of its asset-based lending revolving
credit facility (ABL).  A portion of the proceeds equal to
C$82 million will also be used to acquire Mitten, a manufacturer
of vinyl siding and accessories in Canada.  If the acquisition of
Mitten does not take place as planned, S&P expects the proceeds
earmarked for this acquisition to be used to reduce additional
debt.  Finally, with the recent exercise of the greenshoe option,
Ply Gem will have about $45 million of unused proceeds available,
which S&P expects will retire additional debt.

The outlook is stable.  The company has modestly reduced balance-
sheet leverage through a recent IPO and related term loan
repayment and has reduced its interest expense by nearly
$20 million.  Furthermore, S&P expects further de-leveraging to
occur as a result of improvement in Ply Gem's end markets, driven
in 2013 and 2014 by improving housing starts, bringing credit
measures more in line with the current rating.

S&P views a positive rating action as unlikely over the next year,
given still-high leverage and significant ownership (about 70%) of
the company by private equity sponsors.  However, a positive
rating action could occur if Ply Gem's operating results exceed
S&P's expectations over the next year, reducing leverage to 5x or
less on a sustained basis, and if the public ownership increased,
reducing private equity owners' (Caxton-Iseman) ownership stake to
less than 40%, thereby reducing the probability of a re-leveraging
event.

S&P also views a negative rating action as unlikely given its
expectations for improving residential construction markets in the
U.S.  However, S&P could lower the rating if there is an
unexpected contraction in new home construction, or if a new
recession (which S&P's economists forecast as having a 10%-15%
probability) causes a severe curtailment of housing activity and
consumer repair and remodeling spending--such that leverage
deteriorates from current levels, and Ply Gem's liquidity becomes
constrained.


PRO'S RANCH: Files Voluntary Chapter 11 Bankruptcy Petition
-----------------------------------------------------------
Pro's Ranch Markets on May 31 disclosed that the company has
voluntarily filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.

"We made this important move to improve the overall health of the
company and save the jobs of more than 2,200 team members," said
Rick Provenzano, Pro's Ranch Markets' chief operating officer.
"We are and have always been a family business.  This opportunity
to restructure our business will result in a stronger and more
stable company for years to come."

"We have been in business for over 30 years and we are confident
that our family of stores will be in business for another 30
years," said Michael Provenzano, Jr., Pro's Ranch Markets' chief
financial officer.  "Our revenues were hurt by the lingering
recession.  This reorganization will put us back on a more firm
financial footing.

"We do not plan to sell or close any stores, and our shelves are
fully stocked.  We've had the honor and privilege of being in
business since 1982, and we're committed to continuing to provide
our customers with great products at low prices, and taking care
of our vendors and our employees and their families."

Pro's Ranch Markets has obtained a loan commitment for $3 million
to continue operations smoothly during the reorganization,
Mr. Provenzano said.  "The company's short-term plan is to emerge
from Chapter 11 as soon as possible, and over the next few months
we will be laying out our long-term strategy to ensure success."

Pro's Ranch Markets is a family-owned chain of grocery stores.
Pro's Ranch Markets was founded 31 years ago by Mike Provenzano,
Sr.  Since then it has grown to eleven stores in three states,
including seven stores in Arizona, two in New Mexico, and two in
Texas.  The company was named Arizona Retailer of the Year in 2004
and 2012 by the Arizona Food Marketing Alliance.

Pro's Ranch Markets give back to their communities through
goodwill events such as annual Back-to-School Backpack giveaways
and free immunization health clinics.  Pro's large stores include
tortillerias and hot foods, as well as full-service bakeries and
meat departments.

Pro's has hired Phoenix-based HG Capital Partners as its
restructure advisor, led by Managing Partner Jim Ameduri.

For more information about Pro's Ranch Markets' reorganization,
please visit http://www.prosranchreorg.comor contact Tom Stamas
at (602) 254-7201, ext. 247.


QUEBECOR MEDIA: Rogers Accord No Impact on Moody's Ba3 Rating
-------------------------------------------------------------
Moody's Investors Service said Rogers Communications Inc.'s
(Rogers; Baa1, stable) agreement with Videotron Ltee (a wholly-
owned subsidiary of Quebecor Media Inc. [Ba3, stable]) to jointly
build-out an expanded LTE wireless services network in the
province of Quebec and the Ottawa region of Ontario, is credit-
positive and ratings-neutral.

Rogers Communications Inc., headquartered in Toronto, Ontario, is
a broadband communications company that operates Canada's largest
wireless services business (57% of revenues), one of Canada's two
largest cable companies (30% of revenues), and various media
businesses (radio, television, sports and publishing assets; 13%
of revenues).


REGAL ENTERTAINMENT: Fitch Rates $250MM Sr. Unsecured Notes 'B-'
----------------------------------------------------------------
Fitch rates Regal Entertainment Group's $250 million 10-year
senior unsecured notes 'B-/RR6'. The new notes will rank pari pasu
with Regal's existing 9.125% (due 2018) and 5.75% (due 2025)
senior notes. Proceeds from the issuance are expected to fund the
company's tender offer for a portion of its 9.125% senior notes
and a portion of Regal Cinemas Corporation (Regal Cinemas) 8.625%
senior notes due 2019.

The notes will be issued under the Jan. 17, 2013 base indenture.
Covenants include limitation on consolidated debt (net interest
coverage greater than 2x incurrence test), limitation on
restricted payments (a basket that increases based on, among other
factors, the excess of EBITDA over 1.7x interest expense) and
limitation on liens (standard carve-outs exist in addition to an
incurrence test of 2.75x net senior secured leverage). In
addition, the indenture includes a change of control provision
that is triggered if any person (except for the Anschutz Company
and any of its affiliates) becomes the beneficial owner of 50% or
more of the voting stock of Regal. Other change of control
triggers include a majority change in the Board of Directors, the
liquidation or dissolution of Regal, and/or if all or
substantially all of Regal's and its subsidiaries' assets are
sold. There are cross payment default/cross acceleration
provisions (among Regal and Regal Cinemas) in regard to
defaulted/accelerated debt in excess of $25 million.

Regal announced a tender offer to purchase up to $244 million in
9.125% senior notes due 2018 ($525 million outstanding) and Regal
Cinemas 8.625% senior notes due 2019 ($400 million outstanding).
Regal's 9.125% notes have a higher priority in the tender offer.
Notes tendered on or prior to June 11 (the early tender date) will
receive the following consideration:

-- Every $1,000 in 9.125% Regal notes will receive $1,143.75; and
-- Every $1,000 in 8.625% Regal Cinemas notes will receive $1,120.

Fitch expects the transaction to be leverage neutral and to reduce
interest expense. On Jan. 17, 2013, Regal issued $250 million at
5.75% and used most of the proceeds to fund the Hollywood Theatres
acquisition.

Liquidity and Leverage

Regal's solid liquidity position is supported by annual pre-
dividend free cash flow (FCF) between $150 million and $300
million, with $204 million of cash on hand as of March 28, 2013
(after adjusting for the $191 million cash portion of the
Hollywood acquisition which was completed on March 29, 2013).
Liquidity is also supported by $82.3 million availability under
its $85 million revolver due 2015. FCF before dividend, as of
March 28, 2013, latest 12 month (LTM) was $238 million. On April
30, the company announced regular quarterly cash dividend at $0.21
per share. Fitch estimates approximately $130 million in annual
dividends, which is within Fitch's pre-dividend FCF expectations.

With Regal instituting the regular dividend, Fitch expects FCF to
be used primarily for acquisitions and mandatory term loan
amortization (approximately $10 million). Regal has a favorable
maturity profile with Regal Cinemas' term loans due in 2017 as its
next material maturity.

Fitch calculates unadjusted gross leverage of 4.4x, and interest
coverage at 3.8x as of March 28, 2013.

Recovery

Regal's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation. Fitch estimates a
distressed enterprise valuation of $1.8 billion, using a 5x
multiple and including an estimate for Regal's roughly 20% stake
in National CineMedia, LLC of approximately $190 million. Based on
this enterprise valuation, which is before any administrative
claims, overall recovery relative to total current debt
outstanding is approximately 75%.

The 'RR1' Recovery Rating for the company's credit facilities
reflects Fitch's belief that 91%-100% expected recovery is
reasonable. While Fitch does not assign Recovery Ratings for the
company's operating lease obligations, it is assumed the company
rejects only 30% of its remaining $3.2 billion in operating lease
commitments due to their significance to the operations in a
going-concern scenario and is liable for 15% of those rejected
values (at a net present value). Fitch's recovery analysis shows
full recovery for Regal Cinemas' senior unsecured notes, however,
due to the unsecured nature of these notes, Fitch assigns an 'RR2'
Recovery Rating. The 'RR6' assigned to Regal's senior unsecured
notes reflects the structural subordination of the notes and
Fitch's expectation for nominal recovery.

Key Rating Drivers

-- Regal Entertainment Group's (Regal) ratings reflect Fitch's
   belief that movie exhibition will continue to be a key
   promotion window for the movie studio's biggest/most profitable
   releases.

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

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

Rating Sensitivities

Limited Rating Upside: Fitch heavily weighs the prospective
challenges facing Regal and its industry peers in arriving at the
long-term credit ratings. Significant improvements in the
operating environment (sustainable increases in attendance) and
sustained deleveraging could have a positive effect on the rating,
though Fitch views this as unlikely.

Negative Trigger: Fitch anticipates Regal and other movie
exhibitors will continue to consolidate. A debt-financed material
acquisition or return of capital to shareholders that would raise
the unadjusted gross leverage beyond 4.5x could have a negative
effect on the rating, though this is not anticipated. In addition,
meaningful, sustained declines in attendance and/or per-guest
concession spending, which drove leverage beyond 4.5x, may
pressure the rating as well.

Fitch currently rates Regal and Regal Cinemas as follows:

Regal
-- Issuer Default Rating (IDR) 'B+';
-- Senior unsecured notes 'B-/RR6'.

Regal Cinemas
-- IDR 'B+';
-- Senior secured credit facility 'BB+/RR1';
-- Senior unsecured notes 'BB/RR2'.

The Rating Outlook is Stable.


REVEL AC: S&P Withdraws All Ratings Following Bankruptcy Emergence
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all ratings on
Atlantic City-based Revel AC Inc., including the corporate credit
rating, following the company's announcement that it has completed
its financial restructuring and emerged from bankruptcy on May 21,
2013.


REVOLUTION DAIRY: Panel Retains Berkeley as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Revolution Dairy
LLC asks the U.S. Bankruptcy Court for permission to employ
Berkeley Research Group, LLC as financial advisor.

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

a. performing an analysis and evaluation of any disclosure
   statement and plan proposed Cases;

b. reviewing and analyzing monthly operating reports prepared by
   the Debtors; and

c. performing an independent analysis of the financial situation
   of the Debtors.

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

The panel's counsel can be reached at:

         David E. Leta, Esq.
         Troy J. Aramburu, Esq.
         Brock N. Worthen, Esq.
         Blakely J. Denny, Esq.
         SNELL & WILMER L.L.P.
         15 West South Temple Suite 1200
         Salt Lake City, UT 84101
         Tel: (801)257-1900
         Fax: (801)257-1800
         E-mail: dleta@swlaw.com
                 taramburu@swlaw.com
                 bworthen@swlaw.com
                 bdenny@swlaw.com

                       About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Prince, Yeates &
Geldzahler.  Highline Dairy is represented by Parsons Kinghorn &
Harris.  Robert and Judith Bliss are represented by Berry & Tripp.

The Debtors have sought joint administration of their cases.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee retained Snell and Wilmer
L.L.P. as its counsel.


REVOLUTION DAIRY: Seeks to Extend Plan Filing Deadline to June 24
-----------------------------------------------------------------
Revolution Dairy LLC asks the U.S. Bankruptcy Court for an
extension until June 24, 2013, of the deadline to file its
Chapter 11 plan and disclosure statement and the deadline to
obtain acceptances on the Plan to Aug. 23, 2013.

Hearing on the motion is set for June 6 and the deadline for
filing objections is set for June 5.

                       About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Prince, Yeates &
Geldzahler.  Highline Dairy is represented by Parsons Kinghorn &
Harris.  Robert and Judith Bliss are represented by Berry & Tripp.

The Debtors have sought joint administration of their cases.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee tapped to retain Snell and
Wilmer L.L.P. as its counsel.


RG STEEL: Hilco Warren Buys Steel Making Assets From BDM Warren
---------------------------------------------------------------
Hilco Trading, LLC on May 31 disclosed that Hilco Warren, LLC
purchased the steel making assets at the former RG Steel Mill
facility in Warren, Ohio from BDM Warren Steel Holdings, LLC.  BDM
is an entity formed to acquire all assets of the former RG mill in
Warren.

Gary Epstein, Chief Marketing Officer for Hilco, indicated that it
is planning an aggressive push to seek buyers for the facility as
a whole or in part.  "Hilco will run a sale process that will
include continuing to market the steel making complex, vetting and
evaluating all offers in a private treaty sale," he said.  The
Warren Steel Mill which is over 110 years old was sold most
recently in September 2012 to BDM in US Bankruptcy Court in
Delaware after all steel making work was halted in May of 2012 by
its previous owner RG Steel.

"Our goal is to do everything possible to find a purchaser for the
facility that can operate the hot mill facility as a going
concern," said Mr. Epstein.  He further indicated that there may
be some precision demolition work completed at the cold mill site,
however, Hilco remains focused on finding a buyer, making every
reasonable effort to get the hot steel making operation up and
running again.

Court documents filed following the bankruptcy last year indicate
that BDM was committed to finding a steel making operator to run
the facility and included a specific moratorium on the removal or
sale of assets at the 1200 acre site for nine months after BDM's
acquisition.  Hilco intends to fulfill this obligation and will
aggressively seek a going concern buyer for the hot mill.  BDM
committed substantial capital to maintain the facility throughout
the winter of 2012/13 while continuing to market the complex,
making every effort toward getting it operational on some scale.

                    About Hilco Trading, LLC

Headquartered in Northbrook, Illinois (USA), Hilco --
http://www.hilcotrading.com-- is a privately-held, diversified
financial services firm whose principal competency is
understanding and maximizing the value of business assets,
including retail, consumer and industrial inventory; machinery and
equipment; real estate; accounts receivable; intellectual
property; and, going-concern enterprises.  Through 500
professionals operating on five continents, Hilco helps companies
and their professional advisors assess asset value, maximize value
for said assets through asset monetization solutions, and enhance
value through advisory and consulting solutions.

                  About BDM Warren Steel Holding LLC

BDM is a newly formed company, as part of the purchase of the
Warren Steel Mill complex in 2012, with three (3) very experienced
groups as its principals.  The first participant is Charles J.
Betters who operates several companies including Beaver Valley
Slag and Bet-Tech Construction.  Mr. Betters has significant
experience in the environmental remediation and subsequent
redevelopment of brownfields.  The second participant is Stephen
M. Muck of Grouse Ridge Capital, LLC, a diversified investment
firm. Mr. Muck has experience in heavy civil construction and
demolition along with real estate and brownfield development as
well as investment banking experience.  The final participant is
the DiGeronimo Family, owners of Independence Excavating.
Independence Excavating is a general contractor specializing in
highway and large earth moving projects.

             History of the Warren, Ohio Steel Mill

In 2012, RG Steel's closing of the facility in Warren, Ohio
brought an end to 110 years of steelmaking at the site, which
began in 1902 as Republic Steel Corp.  The company was then
purchased by Jones & Laughlin Steel Corp., which subsequently
became LTV Steel.  After LTV declared bankruptcy during the late
1980s, the company was reorganized as WCI Steel and purchased by
the Renco Group.  However, WCI filed for bankruptcy in 2002, and
the mill was sold in 2008 to Severstal SA, one of the largest
steel and mining companies in Russia.  In 2010, Severstal sold the
mill to RG Steel.  RG Steel filed for Bankruptcy in May of 2012,
and BDM purchased the facility in August of that same year.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RHODES COMPANIES: Dist. Court Won't Reinstate James Rhodes' Claims
------------------------------------------------------------------
Nevada District Judge Miranda M. Du affirmed a Nevada bankruptcy
court order sustaining reorganized The Rhodes Companies LLC's
objection to James Rhodes' Entitlement to the Tax Claim Found in
Proof of Claim No. 814-33.

On July 17, 2009, Mr. Rhodes filed a Proof of Claim seeking
$10,598,000 for (1) reimbursement for taxes paid by Mr. Rhodes on
account of taxable income allocated to him from some of the
Debtors in the amount of $9,729,151 -- Tax Claim -- and (2)
$868,849 advanced to Greenway Partners, LLC -- Greenway Claim.

The Tax Claim seeks reimbursement for the taxes Mr. Rhodes paid on
behalf of debtors Heritage Land Company, LLC, The Rhodes
Companies, LLC, and Rhodes Ranch General Partnership.  The taxable
income from the Debtor Entities was passed through to Mr. Rhodes
through the following Non-Debtors: Sedora Holdings, LLC, Rhodes
Ranch, LLC, and Sagebrush Enterprises, Inc.

Mr. Rhodes owned and controlled the Non-Debtor Entities, and the
Non-Debtor Entities owned and controlled the Debtor Entities; all
of them were pass-through entities for federal tax purposes, with
their taxable income all allocated to Mr. Rhodes.  The total
amount of taxable income that flowed to Mr. Rhodes was
$21,014,159.  Of this amount, $6,974,159 of taxes and $2,754,992
in penalties and interest were paid by Mr. Rhodes, the sum of
which makes up the $9,729,151 that comprises the Tax Claim.

The books and records of The Rhodes Companies, LLC contain a
ledger entry dated March 31, 2009, in the amount of $9,729,151 due
to Mr. Rhodes.  This ledger entry forms the basis for the Tax
Claim.

According to Mr. Rhodes, the Debtor Entities made distributions to
the Non-Debtor Entities since 2005 and prior to the date of the
bankruptcy petition to cover their tax liabilities. He represents
by his declaration testimony that he declared a dividend from the
Debtor Entities to himself as reimbursement for the tax payments.

Mr. Rhodes argued during bankruptcy, and now on appeal, that a
course of conduct existed prior to the petition's filing that
requires the Debtor Entities to reimburse him as a creditor. The
Bankruptcy Court issued the Order Sustaining Objection on November
16, 2010, disallowing and expunging the Tax Claim.  Bankruptcy
Judge Linda B. Riegle ruled that Mr. Rhodes was under an
obligation to pay the tax liabilities of the Debtor Entities, and
the operating documents of the Debtor Entities do not mandate that
they reimburse Mr. Rhodes for these obligations. As a result, Mr.
Rhodes' Tax Claim is valid only if he demonstrates that a decision
was made by the Debtor Entities to reimburse Mr. Rhodes for the
tax payments.  Judge Riegle held that such a showing was not made,
and, in the alternative, held that Mr. Rhodes' argument about a
course of conduct does not apply here due to changed circumstances
brought upon by "hard times."

After denying a motion to reconsider the November 16, 2010, Order
the Bankruptcy Court approved the parties' stipulation that
provided Mr. Rhodes the right to appeal the dismissal of his Tax
Claim.  On January 25, 2012, Mr. Rhodes filed his notice of appeal
of the Order Sustaining Objection.  The question on appeal is
whether the Bankruptcy Court correctly sustained Reorganized
Debtors' objection to Mr. Rhodes' Tax Claim.

The District Court held, however, that after reviewing the record
and the parties' briefs, Mr. Rhodes has failed to demonstrate that
the Bankruptcy Court's findings of fact were clearly erroneous or
that its legal conclusions were in error.

The case is JAMES M. RHODES, Appellant, v. THE RHODES COMPANIES,
LLC aka "Rhodes Homes," et al., Reorganized Debtors, Appellee.
Case No. 2:12-cv-00139-MMD-VCF (D. Nev.).  A copy of the District
Court's May 29, 2013 Order is available at http://is.gd/8dCAQW
from Leagle.com.

                      About Rhodes Companies

The Rhodes Companies LLC is a private master planned community
developer and homebuilder in the Las Vegas valley.  The company
was founded in 1991.  The company and its affiliates sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 09-14778) on
March 31, 2009.  When the Debtors filed for protection from
their creditors, they estimated their assets and debts between
$100 million and $500 million.

The Debtors were represented by Pachulski, Stang, Ziehl and Jones;
and Zachariah Larson, Esq., at Larson & Stephens.  A steering
committee of the former first lien lenders was represented by Akin
Gump Strauss Hauer and Feld, along with Kolesar and Leatham.
Carwin Advisors, a national real estate advisory firm based in
Dallas, served as financial advisor to the first lien steering
committee.


ROTHSTEIN ROSENFELDT: Plan Going to Creditors for Vote
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustees for the law firm run by admitted Ponzi
schemer Scott Rothstein amended the firm's liquidating Chapter 11
plan and in the process won approval from the bankruptcy judge at
a hearing May 29 for sending the plan to creditors for a vote.

The report recounts that last month, trustee Herbert Stettin
suffered a defeat when the bankruptcy judge in Fort Lauderdale,
Florida, refused to approve a disclosure statement for a prior
version of the plan.  In the meantime, Mr. Stettin modified the
plan, this time winning support from the official creditors'
committee.

The report notes that Mr. Stettin, as trustee for the firm
Rothstein Rosenfeldt Adler PA, revised the plan to forestall a
movement by dissident creditors for conversion of the Chapter 11
case to liquidation in Chapter 7.  The revised plan, filed May 8,
addresses issues some creditors found unacceptable in the prior
version.  The $72.4 million settlement payment from TD Bank NA
comes in sooner and so-called third-party releases were cut back.

The report says that the committee now selects the liquidating
trustee, and it's expected that unsecured creditors will be paid
in full.  The new plan provides for a first distribution
immediately after the plan becomes effective.  Rothstein co
founded Rothstein Rosenfeldt.  Creditors filed an involuntary
Chapter 11 petition against the firm in Fort Lauderdale in
November 2009.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.


ROYAL CARIBBEAN: May 27 Fire Incident No Impact on Moody's Ratings
------------------------------------------------------------------
Moody's Investors Service commented that Royal Caribbean Cruises
Ltd.'s (RCL) Ba1 Corporate Family Rating remains unchanged after
the fire aboard the Grandeur of the Seas on May 27, 2013 that
resulted in cruise cancellations and damage to the ship. The
Grandeur of the Seas represents about 2% of RCL's total fleet
capacity of approximately 98,650 berths.

Royal Caribbean Cruises Ltd. is a global vacation company that
operates six brands (including one, TUI Cruises, through a joint
venture) -- the largest being Royal Caribbean International (RCI)
and Celebrity Cruises -- which collectively operate 41 cruise
ships with 5 ships on order. The company generates annual net
revenue of about $5.9 billion.


RURAL/METRO CORP: High Leverage Cues Moody's to Cut CFR to Caa2
---------------------------------------------------------------
Moody's Investors Service downgraded Rural/Metro Corporation's
corporate family and probability of default ratings to Caa2 from
B3. In addition, Moody's lowered the senior secured credit
facilities to B3 from B1 and the senior unsecured notes to Caa3
from Caa2. The ratings outlook remains negative.

The downgrade of the corporate family rating to Caa2 with a
negative outlook reflects Rural/Metro's highly leveraged capital
structure and weak liquidity position, reduced earnings and
negative free cash flow, as well as acquisitions that have
resulted in a majority of its revolving credit facility being
utilized. With reduced expectations for revenue and EBITDA
following the company's $35 million A/R reserve increase, Moody's
anticipates that adjusted debt to EBITDA will remain over 9 times
and interest coverage (EBITDA less capex to interest) will remain
weak over the next 12 months.

The following rating actions were taken:

Corporate family rating, downgraded to Caa2 from B3;

Probability of default rating, downgraded to Caa2-PD from B3-PD;

$110 million revolving credit facility, due 2016, downgraded to B3
(LGD2, 25%) from B1 (LGD2, 24%);

$325 million term loan, due 2018, downgraded to B3 (LGD2, 25%)
from B1 (LGD2, 24%);

$200 million unsecured notes, due 2019, downgraded to Caa3 (LGD5,
80%) from Caa2 (LGD5, 80%);

$108 million unsecured notes, due 2019, downgraded to Caa3 (LGD5,
80%) from Caa2 (LGD5, 80%).

Ratings Rationale:

The Caa2 corporate family rating reflects Moody's expectation that
the company's credit metrics and liquidity profile will remain
pressured due to lower revenue and A/R conversion rates. Revenue
conversion has declined to $0.33 per $1 for the nine month period
ended 3/31/2013 as compared to $0.40 per $1 the prior year. This
decline is a result of increased contractual allowances and
uncompensated care due to cash collection and revenue recognition
challenges, a shift in payor mix, and the growing pressures of
self-pay accounts. The company made a change in the A/R reserve
during the quarter, leading to a $35 million decline in net
revenue, the second of such reserve changes in the last four
quarters ended 3/31/2013. Additionally, weak liquidity and revenue
concentration continue to weigh on the rating. The rating
favorably reflects continued growth in Rural/Metro's total medical
transports through new contract wins as well as prior
acquisitions.

The negative outlook reflects Rural/Metro's weak liquidity
position as well as uncertainty around the company's ability to
organically grow EBITDA and reduce debt levels in the midst of a
difficult operating environment. Moody's will continue to monitor
the company's cash collection and revenue conversion rates.

The rating could be downgraded if free cash flow generation
remains negative and revolver availability declines, further
pressuring the company's liquidity profile. Additional
acquisitions in lieu of debt repayment, failure to renew contracts
and/or a more challenging reimbursement rate environment could
further pressure the ratings. Failure to meet debt service
requirements would also have negative rating implications.

The rating could be upgraded if Rural/Metro improves its liquidity
profile and operational capabilities, including the improvement of
the company's cash collection and revenue recognition processes.
Organic revenue, transport, and EBITDA growth such that adjusted
debt to EBITDA is reduced to below 6 times would also lead to
consideration for a rating upgrade.

The principal methodology used in this rating was the Global
Healthcare Service Providers 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.

Rural/Metro provides emergency and non-emergency medical
transportation, fire protection, airport fire rescue, and home
healthcare services in 21 states and approximately 700 communities
within the United States. The services are provided under contract
with government entities, hospitals, healthcare facilities and
other healthcare organizations. Net revenue for the twelve months
ended March 31, 2013 was approximately $664 million. Rural/Metro
was bought by Warburg Pincus in 2011.


SAN DIEGO HOSPICE: Amends Schedules of Assets and Liabilities
-------------------------------------------------------------
San Diego Hospice & Palliative Care Corporation amended its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,550,000
  B. Personal Property            $9,669,007
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,894,961
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $11,316,258
                                 -----------      -----------
        TOTAL                    $26,219,007      $13,211,219

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

As reported in the Troubled Company Reporter on March 20, 2013,
the Debtor disclosed $20,369,007 in assets and $14,888,058 in
liabilities.

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.

On April 30, 2013, San Diego Hospice received Court authority to
sell its unused 24-bed hospice facility to Scripps Health for
$16.55 million.  Scripps made the opening bid of $10.7 million at
the auction that took place before the sale-approval hearing.  The
other bidder was Sharp Healthcare.  The sale is also subject to
approval by regulators in California.

In May 2013, San Diego Hospice and its creditors' committee
jointly filed a liquidating Chapter 11 plan and an explanatory
disclosure statement.  There will be a June 27 hearing in U.S.
Bankruptcy Court in San Diego for approval of disclosure materials
telling unsecured creditors with claims from $12 million to $16
million why their recovery may range from nothing to 43 percent.


SANDISK CORP: S&P Revises Outlook to Positive & Affirms 'BB' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
SanDisk Corp. to positive from stable.  At the same time, S&P
affirmed its 'BB' corporate credit rating on the company and 'BB'
issue rating on its senior unsecured debt.  The recovery rating on
the senior unsecured debt is unchanged at '3', indicating
expectations of meaningful (50% to 70%) recovery in a payment
default.

"The outlook revision is based on the company's improving
financial risk profile, with leverage of less than 2.0x, strong
liquidity, and good revenue growth prospects in its addressable
markets," said Standard & Poor's credit analyst John Moore.

The rating on SanDisk reflects its narrow scope of business in
highly volatile semiconductor flash memory markets and the
substantial investment required to maintain technology and cost
leadership, what S&P characterizes as a "weak" business risk
profile, as well as an "intermediate" financial risk profile.

SanDisk is a leading producer of NAND flash memory based storage
solutions whose products are broadly used in consumer electronics
products, including mobile phones, digital cameras, and game
systems.  The company procures most of its flash memory through
fabrication facilities owned in joint-venture (JV) partnerships
with Toshiba.

The positive outlook reflects S&P's expectations for improving
operating results from current levels over the coming year, lower
leverage, and good liquidity as an offset to considerable business
risk.  S&P could raise the rating over the coming 12 months if
industry supply conditions remain intact and the company continues
to achieve revenue growth in its addressable flash memory markets
without departing from its moderate financial policies.  S&P could
revise the outlook to stable if a sharp cyclical downswing causes
revenue or earnings declines over the coming year.


SCHOOL SPECIALTY: Seeks More Exclusivity Just in Case
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that even though School Specialty Inc. was the beneficiary
of an order signed by the bankruptcy court on May 23 approving the
Chapter 11 plan, the supplier of educational products for
kindergarten through 12th grade is seeking an expansion of
exclusive plan-filing rights "through an abundance of caution."

The report shares that because the court may confirm no more than
one plan, some practitioners take the position that exclusive
plan-filing rights, known as exclusivity, need not be extended
after confirmation.  In the case of School Specialty, the company
said exclusivity will expire on May 28.

The company scheduled a hearing on June 17 to extend exclusivity
until July 29.

The report notes that the loss of exclusivity could become a
problem for a company unable to implement a confirmed plan.  If
confirmation were revoked, a creditor could theoretically file a
plan, unless exclusivity had been extended.  The plan gives 87.5
percent of the reorganized company's stock to lenders who provided
$155 million in replacement financing, for a predicted full
recovery.  Note holders owed $170.7 million are receiving the
other 12.5 percent of the stock, for an estimated 6 percent
recovery.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.


SELECT MEDICAL: Moody's Lifts Rating on Sr. Debt Facility to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on Select Medical
Corporation's senior secured credit facilities to Ba2 (LGD 2, 27%)
from B1 (LGD 3, 45%). Select Medical Corporation is a wholly owned
subsidiary of Select Medical Holdings Corporation (collectively
Select). Moody's also affirmed Select's remaining ratings,
including the B1 Corporate Family Rating and B1-PD Probability of
Default Rating.

This concludes the review for upgrade of the ratings on Select's
bank debt that was initiated with the proposed offering of senior
unsecured notes on May 13, 2013.

The two notch upgrade reflects the reduction in the amount of
senior secured debt outstanding and the introduction of a layer of
loss absorption ahead of the secured debt as proceeds from the
$600 million senior unsecured note offering were used to repay a
portion of the outstanding term loans.

Ratings upgraded:

Senior secured revolving credit facility expiring 2016 to Ba2 (LGD
2, 27%) from B1 (LGD 3, 45%)

Senior secured term loan due 2016 to Ba2 (LGD 2, 27%) from B1 (LGD
3, 45%)

Senior secured term loan due 2018 to Ba2 (LGD 2, 27%) from B1 (LGD
3, 45%)

Ratings affirmed/LGD assessments revised:

6.375% senior unsecured notes due 2021 to B3 (LGD 5, 82%) from B3
(LGD 5, 84%)

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Speculative Grade Liquidity Rating at SGL-2

Ratings Rationale:

Select's B1 Corporate Family Rating reflects the company's
moderately-high leverage, as well as its reliance on the specialty
hospital segment for the majority of its EBITDA, which presents
risk given the concentration of revenue from Medicare. The rating
also reflects Moody's consideration of Select's considerable scale
and position as one of the largest long-term acute care and
outpatient rehabilitation providers in the US. The rating also
reflect Moody's expectation that the company will continue to
generate strong free cash flow that can be used to repay debt and
invest in growth opportunities.

The rating could be upgraded if Moody's expects the company to
maintain leverage below 4.0 times either through debt repayment or
EBITDA growth. Moody's would also have to be comfortable that
Select's operations could absorb negative regulatory developments
at the higher rating level or see evidence that the regulatory
environment was becoming more benign.

Moody's could downgrade the rating if adverse developments in
Medicare regulations or reimbursement result in significant
deterioration in margins or cash flow coverage metrics, or if the
company completes a material debt financed acquisition or
shareholder initiative. More specifically, Moody's could downgrade
the rating if leverage is expected to rise and be sustained above
5.0 times.

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.

Select Medical Corporation, headquartered in Mechanicsburg, PA,
provides long-term acute care hospital services and inpatient
acute rehabilitative care through its specialty hospital segment.
The company also provides physical, occupational, and speech
rehabilitation services through its outpatient rehabilitation
segment. Select Medical Corporation is a wholly owned subsidiary
of Select Medical Holdings Corporation. For the twelve months
ended March 31, 2013, Select recognized net revenue in excess of
$2.9 billion.


SERVICE CORP: S&P Puts 'BB-' Sr. Unsec. Rating on CreditWatch Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on Houston-based cemetery and funeral home
operator Service Corp. International (SCI).  At the same time, S&P
placed its 'BB-' issue-level rating on Service Corp.'s senior
unsecured debt on CreditWatch with negative implications because
the size of this debt class may increase substantially relative to
S&P's estimate of the enterprise's value in the event of default.
S&P's current recovery rating on the senior unsecured debt is '5',
indicating its expectation for modest (10% to 30%) recovery of
principal in the event of payment default.

S&P based the affirmation on a modest incremental increase in pro
forma leverage, which it calculates at about 4.2x, and good cash
flows generated by each entity, which will allow for some rapid
deleveraging. SCI was accumulating capacity for a leveraged
transaction, with debt to EBITDA at 2.8x as of March, 31, 2013.
S&P views the acquisition as neutral to its view of SCI's "fair"
business risk profile.  While the addition of Stewart adds some
geographic diversity, the combined entity remains a small player
in the fragmented U.S. funeral and cemetery industry.  S&P expects
a modest amount of synergies as greater corporate economies of
scale offers benefits to these typically locally operated
businesses.

Separately, S&P placed its senior unsecured ratings for Stewart
Enterprises Inc. on CreditWatch with developing implications.  S&P
could raise its ratings on these notes to equal its corporate
credit rating on SCI or lower them by as many as two notches
below, depending on final structural considerations that affect
priority in the new combined capital structure

S&P expects to resolve the CreditWatch listings of the senior
unsecured debt ratings when the structure of SCI's financing plans
are finalized.

"We will continue to view the new SCI's business risk as "fair",
reflecting the company's leading position in a fragmented
competitive field, the very mature industry in which it operates
and narrow focus," said credit analyst Tahira Wright.  "SCI is by
far the nation's largest cemetery and funeral home operator.
However, even with the Stewart business, it currently captures
only about 17% of the funeral and cemetery market and faces a few
smaller national and many smaller regional competitors."

"Our stable rating outlook reflects our expectation that stable
operating trends will support good free cash flow generation and
gradual delevering from initial debt leverage in the low-4x area.
Given the nature of the business, we do not expect a sharp decline
in profitability.  However, a downgrade is possible if SCI pursues
an additional debt-financed acquisition that causes adjusted
leverage to increase above 5x. Given the modest uptick in leverage
that we expect over the next two years, we consider an upgrade
unlikely, but would consider it if debt leverage decreases to
below 3x and we believe the company will administer growth and
shareholder return policies in a manner that preserves a more
conservative financial profile," S&P noted.


SLM CORP: Moody's Clarifies Recent Ratings Action
-------------------------------------------------
Moody's Investors Service issued a clarification regarding SLM
Corporation's preferred stock following its recently announced
reorganization. On May 29, 2013, Moody's placed the Corporate
Family Rating (CFR) and long-term ratings of SLM (CFR and senior
unsecured Ba1) on review for possible downgrade.

That action followed SLM's announcement of the same date that it
intended to reorganize its business into two separate companies, a
new entity not yet named (Newco), which will contain SLM's legacy
FFELP and private education loan portfolios, FFELP and Department
of Education loan servicing operations, collections business, and
all of SLM's existing unsecured and secured debt; and SLM Bank,
which will contain the company's current banking operations,
private education loans and related origination and servicing
platforms, cash and other investments, and the Sallie Mae Upromise
Rewards program.

Ratings Rationale:

As of May 29, it was Moody's understanding that, following the
division, all of SLM's preferred stock would also be housed in
Newco. SLM has since clarified that the preferred stock will
remain with the SLM Corp. holding company, rather than being
housed in Newco.

The review action initiated on May 29 is unaffected by this
clarification and all of SLM's unsecured debt and preferred stock
ratings remain on review for possible downgrade.

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


SMART & FINAL: S&P Revises Outlook to Stable & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Commerce, Calif.-based grocery store operator Smart & Final
Holdings Corp. to stable from negative.  S&P affirmed its 'B'
corporate credit rating.

At the same time, S&P affirmed its 'BB-' issue-level rating (two
notches above the corporate credit rating) on the company's
$150 million ABL revolving credit facility, S&P's 'B' issue-level
rating (the same as the corporate credit rating) on the first-lien
term loan (to be upsized to $580 million with the proposed
transaction), and S&P's 'CCC+' issue-level rating (two notches
below the corporate credit rating) on the second-lien term loan
(to be paid down to $140 million with the proposed transaction).
The recovery ratings of '1' (indicating very high expectations of
recovery for lenders in the event of default), '3' (meaningful
recovery expectations), and '6' (negligible recovery
expectations), respectively, remain unchanged.

"The outlook revision to stable from negative reflects our revised
forecast, including our view that credit measures will improve
over the next 12 months, with leverage declining below 6.5x at
fiscal year-end 2013," said credit analyst Nalini Saxena.  "We
believe continued good same-store sales growth and slightly
improved EBITDA margins will support this forecast.  We also
expect the sponsor, which purchased the company via a leveraged
buyout in November 2012, to influence financial governance toward
debt reduction in 2013 and 2014."

The stable outlook reflects S&P's view that credit measures have
shown signs of improvement following the leveraged buyout and will
continue to moderately improve thanks to positive operating
trends.

S&P could consider a downgrade if the company is unable to meet
its expectations for operating performance and credit measures
such that S&P's leverage  remains above 6.5x.  This could occur,
for example, if sales growth slows to the 4%-area, perhaps due to
increased competition, and margins remain flat.

Although less likely at this time, S&P could consider an upgrade
if the company reduces debt  and its operating performance exceeds
S&P's expectations such that leverage approaches the 5x area.
This could occur, for example, if revenues increase 12%, EBITDA
margin increases 100 basis points, and debt is reduced $75 million
from current levels.  S&P believes this would require market share
gains against competitors, a more favorable product mix, and a
moderation in financial policy.


SMITHFIELD FOODS: Moody's Reviews Ratings After Merger Pact
-----------------------------------------------------------
Moody's Investors Service has placed the long-term debt ratings of
Smithfield Foods, Inc. under review direction uncertain following
the company's announcement yesterday that it had entered into a
merger agreement with China-based Shuanghui International in a
transaction valued at approximately $7.1 billion. The transaction
is subject to shareholder and regulatory approval, which the
companies expect to receive in the second half of 2013. Moody's
affirmed Smithfield's SGL-1 Speculative Grade Liquidity rating.

Rating Rationale

The direction of a possible change in Smithfield's ratings is
uncertain. "We currently do not have sufficient details on the
proposed transaction to understand the overall effect on the
company's credit profile, but it is likely to be significant,"
said Brian Weddington, a Moody's Senior Credit Officer.

Moody's review will focus on details of the merger agreement, the
post-closing capital structure proposed for Smithfield, and the
terms of related financing arrangements as they become available.
Moody's will also assess the credit profile of Shuanghui and its
likely influence on Smithfield's future business profile.

Ratings placed under review, direction uncertain:

Corporate Family at Ba3;

Probability of Default at Ba3-PD;

Senior unsecured debt at B1 (LGD 5, 75%);

Senior unsecured shelf at (P)B1.

Ratings affirmed:

Speculative Grade Liquidity Rating at SGL-1.

On May 29, 2013 Smithfield and Shuanghui announced that they had
entered into a definitive merger agreement valued at approximately
$7.1 billion, including the assumption of Smithfield debt. Under
the agreement, Shuanghui will acquire all the outstanding shares
of Smithfield at a price of $34/share or approximately $4.7
billion, a 31% premium to the previous day closing share price. As
of January 2013, Smithfield reported approximately $2.4 billion of
debt. Shuanghui, currently an important export customer for
Smithfield, intends to operate Smithfield under the existing
management team as an independent operating subsidiary.

Smithfield's current Ba3 Corporate Family Rating reflects its
global leadership in hog production and pork processing balanced
against its single-protein focus that results in high exposure to
commodity price volatility. The company's key growth opportunities
include expansion into global export markets, particularly in
emerging markets, and further development of its processed and
branded meats portfolio, which have greater profit margin
potential.

Should the resulting capital structure and credit profile be
stronger than Smithfield's is currently, the ratings could be
upgraded. However if the transaction is financed largely with
debt, which results in a financial burden on Smithfield, ratings
could be downgraded.

The principal methodology used in this rating was the Global Food
- Protein and Agriculture Industry published in September 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.

Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is
the world's largest pork producer and processor. Sales for the
twelve months fiscal year ended January 27, 2013 were
approximately $13.1 billion.


SOUTHERN OAKS: June 25 Hearing on Adequacy of Plan Outline
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
will convene a hearing on June 25, 2013, at 2:30 p.m., to consider
adequacy of the Disclosure Statement explaining the Southern Oaks
Of Oklahoma LLC's proposed Second Amended Plan of Reorganization.

The Plan dated May 15, 2013, provides that general unsecured
creditors are classified in Class 20, and will receive a
distribution of 100% of their allowed claims, with interest in
60 equal monthly installments or as earlier paid in full.

Payments and distributions under the Plan will be funded by (i)
rents, issues and profits of the property of the Debtor; (ii)
rents, issues and profits of property of the members or affiliates
of the Debtor; (iii) sales of property or refinancing of debt
before maturity; and contributions by the members of the Debtor.

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

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, owns a 126-unit apartment complex
in south Oklahoma City, 115 single family residences, 10
residential duplexes and 4 commercial properties in the Oklahoma
City Metro area and a 100 unit apartment complex in Pryor,
Oklahoma.  The Company operates the non-apartment properties by
and through an affiliate property management company, Houses For
Rent of OKC, LLC, who advertises, leases, collects rents, pays
expenses, provides equipment, labor and materials for maintenance,
repairs and make-ready services.

The Company filed for Chapter 11 bankruptcy (Bankr. W.D. Okla.
Case No. 12-10356) on Jan. 31, 2012.  Judge Niles L. Jackson
presides over the case.  Ruston C. Welch, at Welch Law Firm, P.C.,
represents the Debtor as counsel.  It scheduled $14,788,414 in
assets and $15,352,022 in liabilities.  The petition was signed by
Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.


STAFFORD LOGISTICS: Moody's Rates New $130 Million Debt 'B3'
------------------------------------------------------------
Moody's Investors Service assigned B3 corporate family and Caa1-PD
probability of default ratings to Stafford Logistics Holdings,
Inc., doing business as Custom Ecology, Inc.

Moody's also assigned B3 ratings to the company's proposed $10
million revolving credit and $120 million first lien term
facility. The outlook is stable.

Ratings

Corporate Family Rating: assigned B3

Probability of Default Rating: assigned Caa1-PD

$10 million Revolving Credit Agreement: assigned B3/LGD 3-31%

$120 million First Lien Term Loan: assigned B3/LGD 3-31%

Outlook: Stable

Ratings Rationale:

The B3 corporate family rating is driven by the company's modest
scale (annual run-rate revenue around $130 million) and limited
operating history (acquisitions have nearly tripled revenue base
since late 2011. Moody's expects limited free cash flow over the
forecast period as the company invests in growth capex, limiting
potential debt reduction. Revenue decline risk is elevated with
the top customer accounting for 40% and the top 5 account 88% of
revenue, offsetting these customers' positions as the leading
solid waste collection companies in the US. These challenges are
somewhat offset by leverage in line with B1 (around 4.3x Moody's
adjusted debt/EBITDA for latest twelve months ending March 31,
2013, pro-forma for the proposed transaction) the company's
reputation for providing reliable service, low cost operations
which should protect strong local market shares, and multi-year
customer contracts (3.6 years on average, as of May 2013).

The company's recent investments upgrading its tractor-truck fleet
is expected to limit maintenance capex in the near term, while the
expected increased use of owner-operator vehicles (where non-
employee drivers provide their own trucks) improves the company's
cost structure flexibility. Moody's expects the company's primary
business of hauling waste from transfer station to landfill to
continue to be heavily outsourced by the waste collection
operators to Custom Ecology and peers as the business generates
lower margins than other segments of waste process (mid-high teen
percent EBITDA margins for typical providers, higher for operators
like Custom Ecology with scale). In addition, outsourcing to
haulers improves fleet and labor efficiency in most cases as the
same driver can make landfill runs on behalf of different
contracted operators over the course of a shift, another
outsourcing benefit for the waste collection companies. The
company also operates transfer stations on behalf of solid waste
owners, though Moody's is less sanguine on the growth prospects
for this segment. Moody's ratings also assume the company
maintains a capital structure in line with the current proposal.

Custom Ecology's liquidity is adequate with nearly all the $10
million revolver available and about $16 million unrestricted cash
pro-forma for this transaction as of March 31, 2013. Annual debt
amortization for the new facilities will be just over $1 million
in addition to the $1-2 million capital lease amortization, and
annual maintenance capex is expected to low single digit million
dollars over the next 18 months, leading to modest free cash flow.
The covenants on the new facilities are expected to be set at
levels providing the company with generous room.

The outlook is stable as the landfill disposal volumes are
expected to increase slowly through mid-2014 and little additional
outsourcing of transfer station management is anticipated.
Additional revenue growth may develop through market share gains
in long haul transportation of hazardous waste, though this
segment seems highly competitive. The company may also expand in
to neighboring geographies to its current footprint, though this
would require additional capital with intermediate term payoff.

The first lien revolver and term loan were rated B3, in line with
the corporate family rating, as they comprise nearly all the
company's debt. As this debt is first lien bank debt, Moody's Loss
Given Default methodology assumes a 65% average recovery in a
default scenario, or higher than the standard 50% family recovery
assumption. The result is a higher expected probability of
default, leading to the Caa1-PD probability of default rating.

Rating improvement could be driven, the company increasing the
revenue base to over $500 million, increasing customer
diversification where top five customers comprise less than 60%
revenue, leverage declining below 4x, and by management
demonstrating its skill running the company at its current size.

Rating deterioration could be driven by liquidity (unrestricted
cash and revolver availability) declining below $15 million, the
loss of a key customer (who's revenue accounted for 10%+ of total
revenue), or leverage increasing over 5x.

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

Mableton, GA, headquartered Stafford Logistics operates under the
name Custom Ecology and generates around $130 million run-rate
revenue as of March 31, 2013. The company primarily provides long
distance (50 miles or more) hauling of solid waste from transfer
stations to regional landfills on behalf of solid waste collection
customers. The company also operates transfer stations and owns
landfill based assets which efficiently deposit waste in to the
landfills. The company is majority owned by entities affiliated
with Kinderhook Industries, a private equity firm.


STAMP FARMS: Files Plan of Liquidation With Committee's Support
---------------------------------------------------------------
Stamp Farms, LLC, et al., and the Official Committee of Unsecured
Creditors filed with the Bankruptcy Court a Disclosure Statement
explaining the Joint Plan of Liquidation dated May 9, 2013.

According to the Disclosure Statement, the Plan provides that
Liquidation Administrative Expenses will be paid from the
Liquidating Trust Assets.  The Liquidating Trust Initial Budget of
$500,000 will be reserved from the Class 3 Allocation on to cover
the expenses of the Liquidating Trust, including professional
fees, expert witness fees, and other costs of prosecution of
litigation in connection with the Recovery Actions.  The Plan
provides that O'Keefe & Associates will be the Liquidating
Trustee.  The Liquidating Trust will be managed by the Steering
Committee, which will be comprised of 3 members, one of whom will
be selected by the Committee and two of whom will be selected by
Wells Fargo.

Under the Plan, PMSI Secured Lenders (Class 1) will be paid from
the allocated portions of the proceeds of the sales.

Claims of Wells Fargo Bank (Class 2) will receive the Class 2
Allocation on account of its Allowed Class 2 Claims.

General Unsecured Claims (Class 3) the Class 3 Allocation is
$2,700,000 and accordingly the recoveries to holders of Class 3
General Unsecured Claims, excluding any Deficiency Claim of Wells
Fargo, is estimated at 10%.

Membership Interests (Class 4) will be canceled under the Plan and
no distributions will be made to the Holders of the membership
interests.

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

                         About Stamp Farms

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Stamp Farms sells its grain to Northstar Grain, L.L.C., solely
owned by Mike Stamp, which conducts a grain elevator business on
land it owns and leases and upon which buildings, grain storage
bins, grain loading and related equipment and rail spurs are
located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtors are
represented by Michael S. McElwee, Esq., and Robert D. Mollhagen,
Esq., at Varnum LLP.  O'Keefe & Associates Consulting, L.L.C.
serves as financial restructuring advisors.

The Official Committee of Unsecured Creditors tapped Steve
Jakubowski, Esq., at Robbins, Salomon & Patt, Ltd., as its
counsel, and Emerald Agriculture, LLC, as its financial
consultant.


STAR BUFFET: Sells Real Estate Property to Repay Wells Fargo
------------------------------------------------------------
Star Buffet, Inc. on May 31 disclosed that the company has sold
its former JJ North's Country Buffet in Yuma, Arizona.  Proceeds
from the real estate sale were used to repay Wells Fargo Bank,
N.A. in accordance with the company's Second Amended Joint Plan of
Reorganization which was approved by the United States Bankruptcy
Court for the District of Arizona on December 17, 2012.

"This real estate sale represents the second in a series of
anticipated asset sales in the current fiscal year whereby
proceeds are being used to reduce the outstanding Wells Fargo loan
balance," said Robert E. Wheaton, Star Buffet's president.

                         About Star Buffet

Star Buffet, Inc. is a multi-concept restaurant operator.  As of
January 22, 2013, Star Buffet, Inc. through its subsidiaries,
operated seven 4B's restaurants, five JB's restaurants, three K-
BOB'S Steakhouses, three Barnhill's Buffet restaurants, two
Western Sizzlin restaurants, two JJ North's Country Buffet
restaurants, two Pecos Diamond Steakhouses, one Casa Bonita
Mexican theme restaurant, one BuddyFreddys restaurant and one Bar-
H Steakhouse.

Based in Arizona, Star Buffet, Inc. filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 11-27518) on Sept. 28, 2011.
Judge George B. Nielsen Jr. presides over the case.  S. Cary
Forrester, Esq., at Forrester & Worth, PLLC, represents the
Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.

Summit Family Restaurants Inc. filed a voluntary petition for
reorganization under Chapter 11 on Sept. 29, 2011.  The cases are
being jointly administered.  None of the Company's other
subsidiaries were included in the bankruptcy filing.


STEWART ENTERPRISES: S&P Puts 'BB-' Rating on CreditWatch Dev.
--------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-' senior
unsecured ratings on Stewart Enterprises Inc. on CreditWatch with
developing implications, following the announcement that Service
Corp. International will acquire the company in an all cash
transaction.  If the debt remains outstanding, S&P will determine
final ratings based on the debt's priority in the newly combined
capital structure.  S&P could raise its rating to equal its
corporate credit rating on Service Corp. or lower them as much as
two notches below.  The 'BB' corporate credit rating on Stewart
Enterprises is unaffected by the announcement.  S&P will withdraw
the rating after the transaction closes.

Ratings List

Stewart Enterprises Inc.
Corporate Credit Rating               BB/Stable/--

Ratings Affirmed; CreditWatch Action; Recovery Rating Unchanged
Stewart Enterprises Inc.
Senior Unsecured                  BB-/Watch Dev             BB-
Recovery Rating                   5


SUNSTONE COMPONENTS: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Molding International and Engineering, Inc., and its affiliates
filed with the U.S. Bankruptcy Court for the Central District of
California their respective schedules of assets and liabilities,
disclosing:

   Company                                 Assets   Liabilities
   -------                                 ------   -----------
Sunstone Components Group, Inc.        $1,298,267   $16,214,755
Sunstone Advantage, Inc.                 $298,681   $15,583,047

Molding International, the Debtor with the largest assets,
disclosed these figures in its schedules:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $2,859,617
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,722,208
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $125,114
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,475,598
                                 -----------      -----------
        TOTAL                     $2,859,617      $16,322,920

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

                 About Sunstone Components Group

Headquartered in Temecula, California, Sunstone Components Group
is a provider of precision metal stamping and insert injection
moldings.

Snowbird Capital Mezzanine Fund, a subordinate secured lender owed
$6.7 million by Sunstone Components Group, Inc., filed an
involuntary Chapter 11 bankruptcy petition for Sunstone on
April 5, 2013 (Bankr. C.D. Cal. Case No. 13-16232).

Snowbird also filed an involuntary Chapter 11 case against Molding
International and Engineering, Inc. (Bankr. C.D. Cal. Case No. 13-
16235) on April 5.

The Debtors are represented by attorneys at Landau Gottfried &
Berger, LLP.  The petitioner is represented by Mark B. Joachim,
Esq., at Arent Fox, LLP.

Bankruptcy Judge Meredith A. Jury presides over the case.

Comerica Bank, owed about $5.1 million, is the senior secured
lender. The bank is providing an additional $220,000 loan for the
bankruptcy.

On May 2, 2013, the company consented to being in Chapter 11 order
to sell substantially all of the Company's assets.


SUNSTONE COMPONENTS: Five-Member Creditors Committee Formed
-----------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
creditors to serve on an Official Committee of Unsecured Creditors
in the Chapter 11 cases of Sunstone Components Group, Inc., et al.

The Committee is comprised of:

      1. Ecko Products Group
         Attn: Chris Hively
         12615 Colony St.
         Chino, CA 91710
         Tel: (909) 628-5678

      2. Epic Freight Solutions
         Attn: Robert Reis
         15901 Hawthorne Blvd., Suite 490
         Lawndale, CA 90260
         Tel: (818) 464-3742

      3. Hyland Machine Company
         Attn: F. Dan Hyland
         1900 Kuntz Road
         Dayton, OH 45404
         Tel: (937) 233-8600

      4. Lit. Econ, LLP
         Attn: D. Hanson
         1551 N. Tustin Avenue, Suite 540
         Santa Ana, CA 92705
         Tel: (714) 542-5522 ext. 203

      5. Snowbird Capital Mezzanine Fund I, LP
         Attn: Nelson Carbonell
         11921 Freedom Drive, Suite 1120
         Reston, Virginia 20190
         Tel: (703) 955-4057

The U.S. Trustee for Region 16 will convene a meeting of creditors
in the Chapter 11 cases of Molding International and Engineering
Inc., et al. on June 17, 2013, at 2:30 p.m.

Headquartered in Temecula, California, Sunstone Components Group
is a provider of precision metal stamping and insert injection
moldings.

Snowbird Capital Mezzanine Fund, a subordinate secured lender owed
$6.7 million by Sunstone Components Group, Inc., filed an
involuntary Chapter 11 bankruptcy petition for Sunstone on
April 5, 2013 (Bankr. C.D. Cal. Case No. 13-16232).

Snowbird also filed an involuntary Chapter 11 case against Molding
International and Engineering, Inc. (Bankr. C.D. Cal. Case No.
13-16235) on April 5.

The Debtors are represented by attorneys at Landau Gottfried &
Berger, LLP.  The petitioner is represented by Mark B. Joachim,
Esq., at Arent Fox, LLP.

Bankruptcy Judge Meredith A. Jury presides over the case.

Comerica Bank, owed about $5.1 million, is the senior secured
lender. The bank is providing an additional $220,000 loan for the
bankruptcy.

On May 2, 2013, the company consented to being in Chapter 11 order
to sell substantially all of the Company's assets.


SUNSTONE COMPONENTS: Taps Landau Gottfried as Bankruptcy Counsel
----------------------------------------------------------------
Sunstone Components Group, Inc., et al., ask the U.S. Bankruptcy
Court for the Central District of California for permission to
employ Landau Gottfried & Berger LLP as bankruptcy counsel; and
authorize the firm to draw down on the Chapter 11 retainer.

The hourly rates of LGB's personnel are:

         Michael Gottfried                $550
         Monica Rieder                    $395
         Lawyers                      $330 - $535
         Law Clerk and Paralegal      $150 - $200

The Debtors paid $25,000 to LGB as an advance fee retainer

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

                 About Sunstone Components Group

Headquartered in Temecula, California, Sunstone Components Group
is a provider of precision metal stamping and insert injection
moldings.

Snowbird Capital Mezzanine Fund, a subordinate secured lender owed
$6.7 million by Sunstone Components Group, Inc., filed an
involuntary Chapter 11 bankruptcy petition for Sunstone on
April 5, 2013 (Bankr. C.D. Cal. Case No. 13-16232).

Snowbird also filed an involuntary Chapter 11 case against Molding
International and Engineering, Inc. (Bankr. C.D. Cal. Case No.
13-16235) on April 5.

The Debtors are represented by attorneys at Landau Gottfried &
Berger, LLP.  The petitioner is represented by Mark B. Joachim,
Esq., at Arent Fox, LLP.

Bankruptcy Judge Meredith A. Jury presides over the case.

Comerica Bank, owed about $5.1 million, is the senior secured
lender. The bank is providing an additional $220,000 loan for the
bankruptcy.

On May 2, 2013, the company consented to being in Chapter 11 order
to sell substantially all of the Company's assets.


SUNSTONE COMPONENTS: Taps Three Twenty One as Investment Banker
---------------------------------------------------------------
Sunstone Components Group, Inc., et al., ask the U.S. Bankruptcy
Court for the Central District of California for permission to
employ Three Twenty One Capital Partners, LLC, as their investment
banker.

321 has been acting in that capacity since February 2013, when the
Debtors first retained 321 to seek an equity investment,
refinancing or other restructuring transaction.  321 will assist
the Debtors in the completion of the marketing and sale process
they commenced.

The Debtors propose to compensate 321 by paying 321 a commission
equal to a percentage of the sale price for the Debtors' assets.
Specifically, 321 will receive a commission equal to six percent
of the first $1 million of the sale proceeds; five percent of the
sale proceeds between $1 million and $2 million; four percent of
the sale proceeds between $2 million and $3 million; three percent
of the sale proceeds between $3 million and $5 million; and two
percent of the sale proceeds over $5 million, provided however
that any portion of the fee that is based on the amount of assumed
liabilities will be capped at $50,000.

To the best of the Debtor's knowledge, 321 is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                 About Sunstone Components Group

Headquartered in Temecula, California, Sunstone Components Group
is a provider of precision metal stamping and insert injection
moldings.

Snowbird Capital Mezzanine Fund, a subordinate secured lender owed
$6.7 million by Sunstone Components Group, Inc., filed an
involuntary Chapter 11 bankruptcy petition for Sunstone on
April 5, 2013 (Bankr. C.D. Cal. Case No. 13-16232).

Snowbird also filed an involuntary Chapter 11 case against Molding
International and Engineering, Inc. (Bankr. C.D. Cal. Case No.
13-16235) on April 5.

The Debtors are represented by attorneys at Landau Gottfried &
Berger, LLP.  The petitioner is represented by Mark B. Joachim,
Esq., at Arent Fox, LLP.

Bankruptcy Judge Meredith A. Jury presides over the case.

Comerica Bank, owed about $5.1 million, is the senior secured
lender. The bank is providing an additional $220,000 loan for the
bankruptcy.

On May 2, 2013, the company consented to being in Chapter 11 order
to sell substantially all of the Company's assets.


T-L BRYWOOD: Continued Hearing on Use of Cash Collateral Set Today
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued today, June 3, 2013, at 10:45 a.m., at 5400 Federal
Plaza, Courthouse 8, Hammond, Indiana, the hearing to consider T-L
Brywood LLC's request to further use cash collateral.

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


TELECOMMUNICATIONS MGT: Cable Acquisition No Impact on Moody's CFR
------------------------------------------------------------------
Moody's Investors Service said that the proposed acquisition of
Cable Management Associates for approximately $50 million does not
impact the B3 corporate family of Telecommunications Management,
LLC (NewWave). NewWave plans to finance the transaction with a $55
million add-on to its first lien term loan. The B2 rating on the
first lien and the Caa2 rating on the second lien remain unchanged
as well, as the transaction does not materially impact the mix of
debt capital. CMA is an incumbent cable provider operating
primarily in eastern Texas and northern Louisiana, with limited
operations in Mississippi and Nevada.

Telecommunications Management, LLC

Senior Secured First Lien Bank Credit Facility, B2, LGD adjusted
to LGD3, 37% from LGD3, 34%

Senior Secured Second Lien Bank Credit Facility, Caa2, LGD
adjusted to LGD5, 89% from LGD5, 86%

The transaction does not materially impact NewWave's leverage,
estimated in the mid to high 6 times debt-to-EBITDA range. The
incremental capital expenditures necessary to upgrade CMA will
pressure already weak free cash flow, but Moody's expected
NewWave's expansion strategy to delay a substantial improvement in
metrics. Also, GTCR, which acquired NewWave this month, will
contribute $10 million of cash equity in conjunction with the
transaction, which will boost liquidity.

CMA's weaker penetration will pull down NewWave's already weak
operating metrics, and the acquisition poses some execution risk
given the need to upgrade the plant. However, given the favorable
competitive environment in CMA's territory, Moody's sees
opportunity for growth in high speed data and commercial customers
once NewWave upgrades CMA's network, and the combination enhances
scale. With no geographic overlap, Moody's expects minimal
operating synergies, but NewWave can likely improve CMA's cost
structure and bring margins more in line with NewWave margins.

The principal methodology used in this rating was Global Pay
Television - Cable and Direct-to-Home Satellite Operators
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.

Telecommunications Management, LLC (operating under the brand name
NewWave) provides video, high speed data, and voice to about
90,000 residential and commercial customers in southeast Missouri,
Arkansas, southern and western Indiana, and southern and eastern
Illinois. GTCR acquired NewWave from Pamlico Capital in May 2013
through its previously established partnership with Rural
Broadband Investments, which acquires and invests in rural-focused
cable systems serving residential and commercial customers in
small-to-middle sized markets and rural geographies.


TRANSVANTAGE SOLUTIONS: U.S. Trustee to Appoint Ch. 11 Trustee
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey directed
the U.S. Trustee to appoint a Chapter 11 trustee in the case of
TransVantage Solutions, Inc.

As reported by the Troubled Company Reporter on May 7, 2013, the
Debtor filed for Chapter 11 protection and a motion for trustee to
take over management of the Debtor.

"Various of the creditors of the Debtor made it clear they no
longer trust me to run the Debtor's business operations.
Therefore, I believe that it would be in the best interest of the
creditors if an independent trustee were to be appointed for this
purpose," Shirley Sooy, president of the Debtor, said in court
filings.

The Chapter 11 bankruptcy was filed when certain customers filed
lawsuits against the Debtor, and one of the customers froze the
Debtor's operating account.  As a result, the Debtor was unable to
continue operations.

Ms. Sooy says the Debtor has a potential to satisfy claims of
various creditors through a Chapter 11 plan.  The Debtors has
developed freight payment technology, which if properly
administered, marketed, and licensed can bring in significant sums
of money that can be used to fund a plan of reorganization, she
claims.

The Debtor disclosed assets of $71.3 million and liabilities of
$41.3 million in its schedules.  The Debtor does not have any real
property, and its primary asset is a $71 million claim against
Johnson Controls.  The Debtor says it does not have any secured
creditors.

Branchburg, New Jersey-based TransVantage Solutions, Inc., doing
business as Freight Traffic Services, provides billing and
payment services to shippers or receivers of goods.

The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No.
13-19753) in Trenton, New Jersey on May 4, 2013, and immediately
filed a motion for Chapter 11 trustee to take over management of
the Debtor.  The petition was signed by Shirley Sooy as president.
John F. Bracaglia, Jr., Esq., at Cohn, Bracaglia & Gropper serves
as the Debtor's counsel.  The Debtor disclosed assets in
$71,260,000 and scheduled liabilities in $41,319,266 in its
schedules.


TRIUMPH GROUP: S&P Revises Outlook to Stable & Affirms 'BB' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Berwyn, Pa.-based Triumph Group Inc. to stable from
positive.  At the same time, S&P affirmed all other ratings,
including the 'BB' corporate credit rating.

"The outlook revision reflects Standard & Poor's expectation that
credit metrics will not approach levels that we believe could
warrant an upgrade in the next 12 months, including debt to EBITDA
below 2.5x," said Standard & Poor's credit analyst Christopher
DeNicolo.  Capital expenditures and expenses related to the
company's relocation and shut-down of operations at its Jefferson
Street facility, and increases in debt from recent acquisitions
have resulted in weaker-than-expected credit ratios for 2013.

Although S&P expects strength in commercial aerospace,
contributions from new and existing programs, acquisition
synergies, and continued debt and pension reductions from strong
free cash flows to result in improving credit ratios, S&P do not
believe they will improve to levels warranting an upgrade within
the next 12 months.  S&P now expects debt to EBITDA to remain
above 2.5x in fiscal 2014 (ending March 31, 2014) and funds from
operations (FFO) to debt of 30%-35%, compared with prior
expectations of about 2x and above 35%, respectively.  However,
S&P expects further improvement in fiscal 2015 if current trends
continue and the company completes the Jefferson Street move
successfully.

"We assess Triumph's business risk profile as "fair," given its
participation in the competitive and cyclical commercial aerospace
market, for which the company is a major supplier.  Offsetting
this factor somewhat is its presence on a range of commercial
aircraft, as well as business jets and military aircraft, which
provide meaningful diversity.  We view the company's financial
risk as "significant," reflecting credit protection measures that
are somewhat better than average for the rating, with debt to
EBITDA of about 3x, FFO to debt of about 30%, and "adequate"
liquidity," S&P said.

The outlook is stable.  A strong commercial aerospace market,
contributions from recent acquisitions, and new program wins
should result in solid revenue and earnings growth for the next
few years despite weakness in the military sector.  S&P expects
the company to continue to use excess cash flows toward debt
reduction and to make voluntary pension contributions, but also to
pursue small to midsize acquisitions.  S&P could consider an
upgrade if total debt to EBITDA declines below 2.5x and FFO to
debt improves to the mid-30% area.  Although less likely, S&P
could lower the rating if weaker-than-expected commercial
aerospace conditions, operational issues relating to the Jefferson
Street move, higher debt to fund acquisitions, or delays on new
programs result in debt to EBITDA increasing to more than 3.5x and
FFO to debt declining below 20%.


VEECO INSTRUMENTS: Gets NASDAQ Listing Non-Compliance Notice
------------------------------------------------------------
Veeco Instruments Inc. on May 31 disclosed that on May 24, 2013,
Veeco received the anticipated letter from The NASDAQ Stock Market
LLC notifying the Company that it has not regained compliance with
NASDAQ Listing Rule 5250(c)(1), the continued listing requirement
to timely file all required periodic reports with the Securities
and Exchange Commission, and, therefore, that its common stock
would be subject to delisting unless the Company timely requests a
hearing before a NASDAQ Listing Qualifications Panel.

Accordingly, the Company has requested a hearing before the Panel.
At the hearing, the Company will present its plan for regaining
compliance with the Rule, and request continued listing pending
its return to compliance.  The hearing request will result in an
automatic stay of delisting until at least June 17, 2013.
Concurrent with the hearing request, the Company has asked the
Panel to extend the stay until the conclusion of the hearing
process.  The Panel has the discretion to grant the Company an
extension of time within which to regain compliance with the Rule
for a period not to exceed 360 days from the original due date for
the first late filing, or November 4, 2013.  There can be no
assurance that the Panel will grant the Company's request for
continued listing.

As previously reported, the Company is not in compliance with the
Rule because it did not timely file its quarterly report on Form
10-Q for the quarter ended March 31, 2013, its annual report on
Form 10-K for the year ended December 31, 2012 and its quarterly
report on Form 10-Q for the quarter ended September 30, 2012
because the Company is reviewing the timing of the recognition of
revenue and related expenses on the sale of certain of its
products.  The accounting review was announced on November 15,
2012.  For information on the accounting review, please click here
to visit Veeco's May 10, 2013 12b-25 filing.  The Company
continues to conduct the review and intends to file its Forms 10-Q
and 10-K as soon as reasonably practicable after these accounting
matters have been resolved.

                           About Veeco

Veeco -- http://www.veeco.com-- is a provider of process
equipment solutions enable the manufacture of LEDs, power
electronics, hard drives, MEMS and wireless chips.


VIDEOTRON LTEE'S: Moody's Says Rogers Pact is Credit-Positive
-------------------------------------------------------------
Moody's Investors Service said Videotron Ltee's (a wholly-owned
subsidiary of Quebecor Media Inc. [Ba3, stable]) agreement with
Rogers Communications Inc. (Rogers; Baa1, stable) to jointly
build-out an expanded LTE wireless services network in the
province of Quebec and the Ottawa region of Ontario, is credit-
positive and ratings-neutral.

Headquartered in Montreal, Canada, Quebecor Media Inc. (QMI) is a
privately held leading Canadian media holding company with
interests in cable distribution, wireline and wireless
telecommunications (Videotron Ltee (Videotron)), news media
(including newspaper publishing at Sun Media Corporation and Canoe
Internet portal), television broadcasting (TVA Group Inc. (TVA)),
book, magazine and video retailing, publishing and distribution,
music recording, production and distribution, leisure and
entertainment and interactive media services (Nurun). Some 90% of
QMI's EBITDA is generated by Videotron with 7% coming from
publishing and the approximately 3% balance split amongst
broadcasting, leisure and entertainment and interactive services.


WAUPACA FOUNDRY: S&P Affirms 'B+' CCR Following $125MM Loan Add-On
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Waupaca Foundry Inc. following the
company's announcement that it plans to increase its existing term
loan by $125 million to $542 million outstanding at close.  The
outlook is stable.  At the same time, S&P affirmed the issue
ratings on Waupaca's term loan at 'B+' with recovery ratings of
'3', indicating S&P's expectations for meaningful (50%-70%)
recovery in the event of a payment default.

The company intends to use the proceeds from the add-on term loan
to fund shareholder distributions.

The ratings reflects what Standard & Poor's considers to be
Waupaca's "weak" business risk profile and "aggressive" financial
risk profile.  "Our business risk assessment reflects the
company's exposure to cyclical auto production levels, the
fragmented nature of the castings industry, and Waupaca's reported
leading share in its end markets," said Standard & Poor's credit
analyst Nishit Madlani.  The financial risk assessment is based on
S&P's expectations for moderate leverage and prospects for
sustained positive free cash flow generation over the next two
years, tempered by the potential for volatility in the face of
high operating leverage in a cyclical sector and the company's
private-equity ownership.  Waupaca has a reported dominant market
position as a manufacturer of gray and ductile iron castings for
the automotive, commercial vehicles, agriculture, construction,
and hydraulics-related end markets.

The company will use the additional proceeds from the $125 million
add-on term loan to fund another shareholder distribution,
following the $200 million add-on term loan earlier this year.
Pro forma leverage increases to 3.7x (S&P's adjustments to debt
include pension and other postemployment benefit [OPEB]
obligations) at close based on estimated EBITDA for the 12 months
ended May 31, 2013).  As a result, there is reduced cushion
compared with S&P's original ratings expectations in Waupaca's
credit measures (for the current rating) to withstand future
operating shortfalls.

Under S&P's base case, it expects leverage to approach roughly
3.3x over the next 12-18 months, given its assumption of sustained
low-double-digit EBITDA margins and the company's mandatory
amortization on the term loan, which remains at 5% per year.
Waupaca also benefitted from meaningfully improved pricing through
its November 2012 transaction, followed by another repricing
transaction in April 2013, both of which S&P viewed as a credit
positive.

In S&P's opinion, Waupaca's EBITDA margin is somewhat better than
the auto-supplier industry average and benefits partly from
improved capacity utilization.  Though the overall iron castings
industry in North America remains rather fragmented, Waupaca has
fewer competitors in its end markets, following a meaningful
capacity reduction within this segment in 2009-2010.

S&P's stable outlook reflects its belief that Waupaca can sustain
positive discretionary cash flow into 2013 with sustained year-
over-year improvement in EBITDA margins and liquidity (cash and
bank facility availability) of at least $50 million to
$70 million.  S&P assumse, for its outlook, that light- and heavy-
vehicle production will rise in North America over the next 12
months.

S&P could lower its rating if it believes free operating cash flow
generation will turn negative and remain so for a sustained period
of time, or if debt to EBITDA, including its adjustments, trends
toward 4.5x or higher.  For example, S&P estimates this could
occur if Waupaca's EBITDA margins fall by about 250 basis points
(from S&P's base case) on a low-double-digit revenue decline.

S&P considers an upgrade unlikely because it believes the
company's financial policies will remain aggressive under its
private-equity owners.  S&P assumes that the company may pursue
additional targeted acquisitions or, eventually, a distribution of
capital to shareholders.


WESTERN ALLIANCE: Moody's Withdraws 'Ba3' Rating on Senior Debt
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Western
Alliance Bancorporation (senior Ba3) and its bank subsidiary, Bank
of Nevada (Ba1 and Not Prime for long-term and short-term
deposits, respectively, Ba2 for other senior obligations and
issuer ratings, D+/ba1 for standalone bank financial strength
rating/baseline credit assessment). Prior to withdrawal, all
ratings had a stable outlook.

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


XINERGY CORP: Moody's Withdraws 'Caa3' Ratings
----------------------------------------------
Moody's Investors Service has withdrawn the Caa3 Corporate Family
Rating, the Caa3-PD Probability of Default Rating, and the Caa3
rating on senior secured notes for Xinergy Corp. (Xinergy).

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


* Moody's Notes Near-Flat 10-Year Growth for US State Debt
----------------------------------------------------------
Growth in outstanding debt issued by all US states slowed to 1.3%
in calendar year 2012, says Moody's Investors Service in its
annual update, "2013 State Debt Medians Report." The near-flat
growth in debt was well below the 7% average annual growth of the
past 10 years and the recent peak of 10% growth in 2009.

The 1.3% growth in 2012 marked the third consecutive year the pace
of growth in state debt had dropped. Moody's expects the growth in
state debt to continue to be slow.

Moody's state medians show Connecticut, Massachusetts, Hawaii, New
Jersey and New York have the highest net tax-supported debt per
capita.

"Legal debt limitations, state-level austerity spending, and anti-
debt sentiment have reduced states' appetite for new money
borrowing," said Baye Larsen, a Moody's Vice President and Senior
Analyst. "Additionally, debt plans have been influenced by
uncertainty regarding federal fiscal policy and the impact of
federal budget austerity on the national economy."

States will continue to defer debt plans until the impact of
federal budget balancing efforts are better understood, says
Moody's.

State debt service costs increased by 3% in 2012, much slower than
the 8.6% growth experienced in 2011.

In all, Moody's says the combined amount of net tax-supported debt
for the 50 states increased to $516 billion in 2012 from $510
billion in 2011.

The largest contributors to growth in net tax-supported debt in
2012 were California, Massachusetts, Virginia and Washington, with
each adding between $1.2 billion and $1.7 billion in debt.

Seven states saw notable declines in net tax-supported debt. On a
dollar basis, the largest decreases were in Arizona, Florida,
Illinois and New York. On a percentage basis, Kansas and Utah saw
the largest declines, at 8% and 7% respectively.


* 13 Defaults in First 4 Months of 2013, Says Fitch
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, writes
that according to a report from Fitch Ratings, the ravenous, risk-
blind junk bond market may be recapitulating 2006 and 2007.

In terms of defaults, the news is good for owners of junk debt.
In the first four months of 2013, there were 13 defaults on
$5.9 billion in bonds, about the same as the 14 defaults on
$5.8 billion in the same period during 2012, Fitch said.  Even
though 66 percent of debt rated at CCC or lower has been trading
above par, Fitch warned that the "default rate can remain
deceptively low even as credit quality deteriorates."

Looking at recent history, Fitch noted that the junk default rate
remained below 1 percent in 2006 and 2007, perpetuating "the cycle
of aggressive transactions and was in the end a red flag of
systemic risk."

The default rate for the last year now stands at 1.8 percent,
compared with the 4.6 percent long-term average, Fitch said.
Through April, the recovery rate on defaults was 77.1 percent.
Subtracting distressed-debt exchanges, the recovery rate is 56.3
percent, according to Fitch.


* Circuit Court Liberalizes Rules on Mutual Setoff
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Manhattan clarified
rules governing situations when a contract claim may be offset
against a tort claim.  The appeals court reiterated law saying
that a claim arises when all of the transactions necessary for
liability have occurred, even if the claim remained contingent at
bankruptcy.  The case is Ogden v. Chorches (In re Bolin & Co.
LLC), 12- 1310, U.S. Court of Appeals for Second Circuit
(Manhattan).


* Lien on Rent Must Have Separate Adequate Protection
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when a lender has a mortgage on real property and a
security interest in rents, the rents are entitled to their own
"adequate protection" if the owner goes bankrupt.

According to the report, a company reorganizing in Chapter 11
unsuccessfully sought bankruptcy court permission to use part of
the rents to pay expenses of the case not associated with
preserving the property. U.S. District Judge Marc T. Treadwell in
Macon, Georgia, upheld the lower court.  Judge Treadwell said he
agreed with "most courts" that rent represents entirely different
collateral entitled to its own adequate protection.  Simply giving
the lender a replacement lien on new rents isn't enough, he said.

The report said the judge rejected the argument that only the lien
on rents need be protected so long as the property isn't declining
in value.  The bankrupt, according to Judge Treadwell, could only
use rents for expenses "directly related to the operation,
maintenance or preservation" of the property that are "incurred
primarily for the benefit for the secured creditor."

The case is Putnal v. Suntrust Bank, 12-cv-00481, U.S. District
Court, Middle District of Georgia (Macon).


* Three Circuits Retain Absolute Priority Rule for Individuals
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that three federal circuit courts of appeal have now ruled
that Congress didn't repeal the absolute priority rule for
individuals in Chapter 11 when amending the Bankruptcy Code in
2005.

The latest member of the club is the U.S. Court of Appeals in New
Orleans, thanks to an opinion on May 29 by Circuit Judge
Edith H. Jones. Judge Jones found Section 1129(b)(2)(B) of the
Bankruptcy Code not to be ambiguous.  She said that the amendment
in 2005 only allows an individual in Chapter 11 to retain income
earned after filing, and thus not paying post-bankruptcy wages
toward claims of pre-bankruptcy creditors.

Previous circuit court decisions reaching the same result came in
January from the Tenth Circuit in Denver and in June 2012 from the
Fourth Circuit in Richmond, Virginia.

The case is In Re Lively, 12-20277, U.S. Court of Appeals for the
Fifth Circuit (New Orleans).


* BOND PRICING: For Week From May 27 to May 31, 2013
----------------------------------------------------

                                                       Maturity
   Issuer Name            Ticker Coupon    Bid Price   Date
   -----------            ------ ------    ---------   --------
ATP Oil & Gas Corp        ATPG   11.875     1.500      5/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc             TXU    10.250    12.500      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc             TXU    15.000    32.250       4/1/2021
Alion Science &
  Technology Corp         ALISCI 10.250    55.430       2/1/2015
AGY Holding Corp          AGYH   11.000    56.000     11/15/2014
Murray Energy Corp        MURREN 10.250   102.575     10/15/2015
USEC Inc                  USU     3.000    22.000      10/1/2014
RBS Capital Trust I       RBS     4.709    81.875
Verso Paper
  Holdings LLC /
  Verso Paper Inc         VRS    11.375    52.650       8/1/2016
Geokinetics
  Holdings USA Inc        GEOK    9.750    52.750     12/15/2014
Eastman Kodak Co          EK      7.000    19.000       4/1/2017
School Specialty Inc      SCHS    3.750    23.000     11/30/2026
Cengage Learning
  Acquisitions Inc        TLACQ  10.500     9.875      1/15/2015
Affinion Group
  Holdings Inc            AFFINI 11.625    57.400     11/15/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc             TXU    10.250    12.750      11/1/2015
OnCure Holdings Inc       ONCJ   11.750    45.000      5/15/2017
Cengage Learning
  Acquisitions Inc        TLACQ  12.000    12.250      6/30/2019
GMX Resources Inc         GMXR    9.000    17.000       3/2/2018
Savient Pharmaceuticals   SVNT    4.750    15.000       2/1/2018
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc             TXU    10.500    12.500      11/1/2016
Overseas Shipholding
  Group Inc               OSG     8.750    82.250      12/1/2013
TMST Inc                  THMR    8.000     8.560      5/15/2013
GMX Resources Inc         GMXR    4.500     4.000       5/1/2015
THQ Inc                   THQI    5.000    44.750      8/15/2014
Hawker Beechcraft
  Acquisition Co LLC
  / Hawker Beechcraft
  Notes Co                HAWKER  8.500     6.000       4/1/2015
Dynegy Roseton LLC /
  Dynegy Danskammer LLC
  Pass Through Trust
  Series B                DYN     7.670     4.500      11/8/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc             TXU    15.000    31.000       4/1/2021
PMI Group Inc/The         PMI     6.000    28.000      9/15/2016
Eastman Kodak Co          EK      9.200    21.063       6/1/2021
Las Vegas Monorail Co     LASVMC  5.500    20.000      7/15/2019
Platinum Energy
  Solutions Inc           PLATEN 14.250    43.750       3/1/2015
Mashantucket Western
  Pequot Tribe            MASHTU  8.500     7.000     11/15/2015
AES Eastern Energy LP     AES     9.000     1.750       1/2/2017
FiberTower Corp           FTWR    9.000     6.375       1/1/2016
FairPoint Communications
  Inc/Old                 FRP    13.125     1.040       4/2/2018
Hawker Beechcraft
  Acquisition Co LLC
  / Hawker Beechcraft
  Notes Co                HAWKER  8.875     2.000       4/1/2015
Penson Worldwide Inc      PNSN    12.500    20.125      5/15/2017
Cengage Learning
  Holdco Inc              TLACQ   13.750     7.250      7/15/2015
Residential Capital LLC   RESCAP   6.875    30.500      6/30/2015
AES Eastern Energy LP     AES      9.670     4.125       1/2/2029
Eastman Kodak Co          EK       9.950    25.560       7/1/2018
HP Enterprise Services    HPQ      3.875    96.900      7/15/2023
ATP Oil & Gas Corp        ATPG    11.875     1.125       5/1/2015
Buffalo Thunder
  Development Authority   BUFLO    9.375    28.750     12/15/2014
Downey Financial Corp     DSL      6.500    64.000       7/1/2014
Motors Liquidation Co     MTLQQ    7.200     1.250      1/15/2011
FairPoint Communications
  Inc/Old                 FRP     13.125     1.000       4/1/2018
LBI Media Inc             LBIMED   8.500    30.000       8/1/2017
PMI Capital I             PMI      8.309     0.625       2/1/2027
Horizon Lines Inc         HRZL     6.000    30.480      4/15/2017
Cengage Learning
  Acquisitions Inc        TLACQ   10.500     9.875      1/15/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc             TXU     10.250    12.500      11/1/2015
ATP Oil & Gas Corp        ATPG    11.875     1.125       5/1/2015
Mashantucket Western
  Pequot Tribe            MASHTU   8.500     7.000     11/15/2015
Motors Liquidation Co     MTLQQ    6.750     1.250       5/1/2028
Motors Liquidation Co     MTLQQ    7.375     1.250      5/23/2048
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc             TXU     10.500    12.000      11/1/2016
Powerwave
  Technologies Inc        PWAV     1.875     0.875     11/15/2024
Champion Enterprises Inc  CHB      2.750     0.375      11/1/2037
Penson Worldwide Inc      PNSN    12.500    20.125      5/15/2017
Texfi Industries          TXFIE    8.750     1.000       8/1/1999
WCI Communities Inc/Old   WCI      4.000     0.375       8/5/2023
Delta Air Lines 1993
  Series A1 Pass
  Through Trust           DAL      9.875    20.875      4/30/2049
Prudential Financial Inc  PRU      3.980    99.500      6/10/2013
SLM Corp                  SLMA     0.775    97.506      6/15/2014
FairPoint
  Communications Inc/Old  FRP     13.125     1.000       4/1/2018
Geokinetics Holdings
  USA Inc                 GEOK     9.750    51.750     12/15/2014
Terrestar Networks Inc    TSTR     6.500    10.000      6/15/2014
WCI Communities Inc/Old   WCI      6.625     0.500      3/15/2015
WCI Communities Inc/Old   WCI      4.000     0.375       8/5/2023
Powerwave Technologies    PWAV     1.875     0.875     11/15/2024
Lehman Brothers Holdings  LEH      1.000    20.500      8/17/2014
Lehman Brothers Holdings  LEH      1.000    20.500      8/17/2014
Lehman Brothers Holdings  LEH      0.250    20.500     12/12/2013
Lehman Brothers Holdings  LEH      0.250    20.500      1/26/2014
Lehman Brothers Holdings  LEH      1.250    20.500       2/6/2014
Lehman Brothers Holdings  LEH      1.000    20.500      3/29/2014


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***