TCR_Public/130604.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 4, 2013, Vol. 17, No. 153

                            Headlines

5TH AVENUE: Opposes UST Motion for Dismissal of Case
ACDM REPLACEMENT: Voluntary Chapter 11 Case Summary
ADEPT TECHNOLOGIES: Gets Interim Access to Cash Collateral
ALLIANCE LAUNDRY: S&P Lowers Corporate Credit Rating to 'B'
ALLIED SYSTEMS: Bankruptcy Judge Blasts Proposed $33MM Loan

ALPHA OMEGA: GOB Sales Agent Compelled to Comply With Contract
AMERICAN AIRLINES: Blasts UST's Plan Disclosures Objections
AMERICAN AIRLINES: Judge Greenlights Union Integration, FAA Deals
ATARI INC: Wants to Sell Substantially All Assets
ATARI INC: Committee Wants Deal on Plan Before Bonuses

ATP OIL: Bankruptcy Judge Says Asset Sale Not "Preordained"
ATP OIL: Anadarko Objects to Sale of Assets
AXIS CONTRUCTION: Case Summary & 20 Largest Unsecured Creditors
BIOSCRIP INC: S&P Rates Senior Secured Credit Facilities 'B'
BLOCKBUSTER INC: Chapter 7 Conversion Sought

BOLIN & CO: Circuit Court Liberalizes Rules on Mutual Setoff
BOWLES SUB: Amended Plans of Reorganization Declared Effective
CANCANA RESOURCES: Seeks Approval for Management Cease Trade Order
CAREY LIMOUSINE: Chapter 11 Plan Is Confirmed
CASH STORE: Obtains Full Revocation of Cease Trade Orders

CCS MEDICAL: S&P Revises Outlook to Negative & Affirms 'B-' CCR
CENTRAL EUROPEAN: Chapter 11 Plan to Be Consummated June 5
CHINA BAK: Incurs $22.6-Mil. Net Loss in March 31 Quarter
CHINA GINSENG: Incurs $1.4-Mil. Net Loss in March 31 Quarter
CHINA PEDIATRIC: Incurs $4.7-Mil. Net Loss in First Quarter

CHRISTIAN BROTHERS: Settles Abuse Claims for $16.5 Million
CIT GROUP: Shares Jump as Lender Exits Regulatory Curbs
CLEARWATER SEAFOODS: S&P Revises Outlook to Pos. & Affirms 'B' CCR
CODA HOLDINGS: Bonuses Pulled, More Bankruptcy Issues Remain
COLLEGIATE ACADEMY: S&P Lowers Issuer Credit Rating to 'BB'

COOPER-BOOTH: Section 341(a) Meeting Set on June 25
CPI CORP: Trustee Gets Green Light for Chapter 7 Auction
CPG INTERNATIONAL: S&P Revises Outlook to Stable & Affirms 'B' CCR
CROSS BORDER RESOURCES: Reports $1.8-Mil. Net Income in 1st Qtr.
CUSTOM CABLE: Choate Hall Moves to Toss Investor Suit

DAMES POINT: Parties Select GrayRobinson as Mediator
DANCE NEW AMSTERDAM: Voluntary Chapter 11 Case Summary
DETROIT, MI: State Treasurer on Possible Bankruptcy
DEWEY & LEBOEUF: Settlement With XL, Davis Approved by Court
DIGERATI TECH: Files Petition in Houston Amid Fight for Control

DIMARIA PROPERTIES: Voluntary Chapter 11 Case Summary
DIRECT ACCESS: Hit With Involuntary Petition; Executives Arrested
DOBSON LAND: Case Summary & Unsecured Creditor
DUCOMMUN INC: S&P Raises Rating on $60MM Revolver Debt to 'BB'
EDISON MISSION: Refinancing Wind-Power Unit Viento

ELCOM HOTEL: Hiring of Manager, Professionals Approved
ENERGYSOLUTIONS INC: Terminates Offerings Under Plans
ENDEAVOUR INTERNATIONAL: Eliminates Classified Board Structure
ENVIRONMETAL SOLUTIONS: Incurs $631K Net Loss in First Quarter
EVERGREEN OIL: Wants to Hire Buxbaum HCS as Financial Advisor

EXCEL MARITIME: Non-Filing of Form 20-F Prompts NYSE Notice
FAIRWEST ENERGY: Alberta Court Extends CCAA Stay Until July 3
FIDELITY NATIONAL: Fitch Affirms 'BB+' Sr. Unsecured Debt Rating
FORESIGHT ENERGY: S&P Revises Outlook to Pos. & Affirms 'B' CCR
FREESEAS INC: Issues 200,000 Add'l Settlement Shares to Hanover

FREESEAS INC: Issues 594 Final Settlement Shares to Hanover
FRIENDSHIP DAIRIES: Raymond Hunter Okayed as Dairy Consultant
GELT PROPERTIES: Wins OK to Tap Nochumson for Craig Atkins Suit
GENERAL MOTORS: Defends $367MM Hedge Fund Deal in Bankruptcy Fight
GFL ENVIRONMENTAL: S&P Assigns 'B+' CCR; Outlook Stable

GMX RESOURCES: Unsecured Creditors Committee Taps Attorneys
GMX RESOURCES: Hearing Today on Bid for $3.32MM Bonuses
GMX RESOURCES: Has Cash Use; Sale Plans Objected
GREAT BASIN: Completes Sale of Nevada Hollister Gold Mine
GROVES IN LINCOLN: Proofs of Claim Due June 27

GUIDED THERAPEUTICS: To Raise $2.6 Million From Private Placement
HALSEY MINOR: CNET Founder Files for Ch. 7 Liquidation
HAMPTON ROADS: John Maloney Joins as Bank VP and CRM
HASSEN REAL: Third Amended Joint Plan of Reorganization Confirmed
HAWAII OUTDOOR: Wagner Choi Withdraws Over Differences

HEARTHSTONE HOMES: Bankruptcy Case Converted to Chapter 7
HERCULES OFFSHORE: Fleet Status Report as of May 23
HERITAGE CONSOLIDATED: Chamberlain Okayed as Committee Counsel
HIGHWAY TECHNOLOGIES: Sheds Workers Without Notice, Suit Says
HOT TOPIC: S&P Assigns 'B' CCR & Rates $350MM Sr. Sec. Notes 'B'

HOWREY LLP: Adversary Suits Target Verizon, Dozens of Others
IBIO INC: Incurs $1.8-Mil. Net Loss in March 31 Quarter
IDERA PHARMACEUTICALS: Raised $16.5 Million From Stock Offering
INDIANA BANK: Sold to First Farmers Bank & Trust
INFINITY ENERGY: Amends First Quarter Form 10-Q

INTERSIL CORP: S&P Withdraws 'BB-' Corporate Credit Rating
IN PLAY: Weinman & Associates Approved as Bankruptcy Counsel
INSPIREMD INC: To Issue 6.4 Million Shares Under Plans
INSPIREMD INC: Results From MASTER Trial of MGuardTM EPS
INTELLICELL BIOSCIENCES: Issues 8.5 Million Shares to Hanover

INTELLICELL BIOSCIENCES: Hanover Held 9.9% Stake at May 21
INTERFAITH MEDICAL: Cash Collateral Use Extended Until June 10
INTERLEUKIN GENETICS: Growth Equity Owned 25.9% Stake at May 17
INTERLEUKIN GENETICS: Bay City Held 26.2% Equity Stake at May 17
IRWIN MORTGAGE: Taps Aon Insurance to Assist in Stock Sale

ISAACSON STEEL: Hearing on Case Conversion Continued Until Aug. 6
ISTAR FINANCIAL: Shareholders Elect Six Directors
J.C. PENNEY: Consummates $2.25 Billion Term Loan
JAMES RIVER: Silverback Asset Held 8.8% Equity Stake at May 17
JEH COMPANY: Section 341(a) Meeting Scheduled for July 12

JMW AUTO: Lowell Cage Remains as Chapter 7 Trustee
K-V PHARMACEUTICAL: Battle Amps Up as Silver Point Boosts Offer
K-V PHARMACEUTICAL: Seeks Approval of Deal with State of Texas
KINDER MORGAN: S&P Affirms 'BB' Corporate Credit Rating
KRONOS WORLDWIDE: S&P Lowers CCR to 'B+'; Outlook Stable

LEHMAN BROTHERS: Selling $1.06-Billion of LBI Claims at 45%
LEHMAN BROTHERS: Battle over 2008 Sale Goes Before Appeals Panel
LEHMAN BROTHERS: Investors Get $640MM Fraud Suit Sent to State Ct.
LEHMAN BROTHERS: Trustee Pushes 2nd Circ. to Reverse Barclays Win
LEHMAN BROTHERS: Can Sell More Claims Against Brokerage Unit

LEVEL 3: Stockholders Elect 14 Directors
LIFECARE HOLDINGS: Settlement Approval Paves Way for Carlyle Sale
LIGHTSQUARED INC: Lands Exit Financing Deal With Jefferies
LIVINGVENTURES INC: Incurs $465K Net Loss in First Quarter
LMR LLC: Austin Hotel Owner Has Confirmed Plan

LUXEYARD INC: Chief Operating Officer Resigns
MANASOTA GROUP: Late Filed 2011 Financials Show $544K Loss
MARKWEST ENERGY: Fitch Affirms 'BB' Issuer Default Rating
MAUI LAND: Now in Compliance with NYSE's Listing Standards
MCCLATCHY COMPANY: Stockholders Elect 11 Directors

MDU COMMUNICATIONS: Seeking Extension of $30MM Credit Facility
MERIDIAN SUNRISE: Evidentiary Hearing on Plan Will Start June 17
MF GLOBAL: Court Approves Agreement to Resolve Deutsche Bank Claim
MF GLOBAL: Claimant Ordered to Pay $250 Fine for Misconduct
MF GLOBAL: Wins Court Approval to Settle Claim of NYSDTF

MFM INDUSTRIES: Case Summary & Largest Unsecured Creditors
MOMENTIVE PERFORMANCE: Moody's Changes Outlook to Negative
NATIVE WHOLESALE: GableGotwals Okayed to Handle Oklahoma Action
NEWLAND INTERNATIONAL: Wins Confirmation of Prepackaged Plan
NORTH AMERICAN ENERGY: S&P Alters Outlook to Stable & Keeps B- CCR

ORLEANS HOMEBUILDERS: PD Claims v. Unit Discharged in Bankruptcy
READER'S DIGEST: Settles With FTC to Permit Plan Approval
SABINE PASS: S&P Assigns 'BB+' Rating to $420MM Sr. Secured Notes
SAN BERNARDINO: NPGFC Explains Why It Can Keep Its Lawyers
SOUND SHORE: June 25 Hearing on Montefiore-Led Auction

SOUND SHORE: Proposes to Hire Counsel and Advisors
SOUND SHORE: Proposes $33-Million of DIP Loans From MidCap
SPANISH PEAKS: Can Assume Ground Lease With Boyne USA, Ct. Says
STANFORD GROUP: Receiver to Make $55-Million First Distribution
THOR INDUSTRIES: U.S. Trustee Seeks to Dismiss Case

THQ INC: Court Sets July 16 Plan Confirmation Hearing
TRINITY COAL: Committee Can Hire Sturgill Turner as Local Counsel
TRINITY COAL: Committee Taps John T. Boyd as Mining Consultants
TRINITY COAL: Taps Cardno & Newbridge Firms as Mining Consultants
TRINITY COAL: Wants to Employ Dixon Hughes as Tax Accountants

TWIN DEVELOPMENT: Can Hire Hinds & Shankman as Bankruptcy Counsel
VEBLEN WEST: Has No More Assets, Chapter 11 Case Dismissed
VIRGIN ISLANDS WAPA: Fitch Affirms 'BB' Rating on $156.55MM Bonds
VORNADO REALTY: Fitch Affirms 'BB+' Preferred Stock Rating
WATERFRONT OFFICE: DG-Hyp Says Chapter 11 Plan is Unconfirmable

WYLDFIRE ENERGY: Trustee Hires Lain Faulkner as Accountants

* Three Circuits Retain Absolute Priority Rule for Individuals
* Strict Compliance Required in Recording Mortgages
* Norton Rose Combines with US Legal Practice Fulbright & Jaworksi

* Companies With Insolvent Balance Sheet

                            *********

5TH AVENUE: Opposes UST Motion for Dismissal of Case
----------------------------------------------------
Debtor 5th Avenue Partners opposes a motion by Peter C. Anderson,
U.S. Trustee for Region 16, for the dismissal of its Chapter 11
case.

The Debtor filed a document joining in an objection by Portigon
AG, New York Branch, formerly known as WestLB AG, New York Branch,
to the dismissal of the case.

A hearing on the motion was previously set for May 28 but has been
adjourned to Aug. 1, 2013, at 10:30 a.m.

As reported in the Troubled Company Reporter, the U.S. Trustee
asserted that there is "no purpose" for the case to remain in
Chapter 11.  The U.S. Trustee pointed out that when the Debtor
filed for Chapter 11 relief in June 2010, it owned a hotel in San
Diego and an adjacent entertainment venue.  In May 2011, these
assets were sold pursuant to an order of the Court. The sale order
provided that a portion of the sale proceeds in the amount of $21
million would be held by the Debtor in an escrow fund pending
resolution of lien disputes between WestLB and various parties.
Recently, the Court entered an order for the release of $10.5
million to WestLB from this escrow fund.  Three adversary
proceedings were commenced.  Two of those have been closed and the
remaining adversary proceeding has been dismissed with prejudice.
According to the U.S. Trustee, neither the Debtor nor any other
party has filed a plan with the Court.  The U.S. Trustee is asking
the Court to issue an order regarding the disposition of the
remaining escrow funds currently being held by the Debtor.

                     About 5th Avenue Partners

Newport Beach, California-based 5th Avenue Partners owns and
operates the Se San Diego hotel located in San Diego, California's
financial district.  The hotel has 184 guestrooms, a 5,500-square-
foot spa, a restaurant, rooftop bar and lounge, 20,000 square feet
of banquet space and meeting rooms, an outdoor rooftop pool,
fitness center and 23 unsold condominium units.  5th Avenue also
owns next to the Se San Diego hotel building a 31,000-square-foot
building, which it leases to the House of Blues music club.

5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-18667) on June 25, 2010.  Marc J.
Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach,
California, serves as counsel to the Debtor.  Blitz Lee & Company
serves as its accountant.  Richard M. Kipperman was appointed as
chief restructuring officer.  The Company estimated assets at
$10 million to $50 million and debts at $50 million to
$100 million.  The Official Committee of Unsecured Creditors
tapped Baker & McKenzie LLP as counsel.


ACDM REPLACEMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: ACDM Replacement Property Shea, LLC
        3499 North Campbell Avenue, Suite 907
        Tucson, AZ 85719

Bankruptcy Case No.: 13-09024

Chapter 11 Petition Date: May 28, 2013

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Sally M. Darcy, Esq.
                  MCEVOY, DANIELS & DARCY P.C.
                  Camp Lowell, Corporate Center
                  4560 East Camp Lowell Drive
                  Tucson, AZ 85712
                  Tel: (520) 326-0133
                  Fax: (520) 326-5938
                  E-mail: ccarter@mddlaw.com

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

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

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

The petition was signed by Bruce Ash, authorized representative.


ADEPT TECHNOLOGIES: Gets Interim Access to Cash Collateral
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
authorized Adept Technologies, LLC's continued use of cash
collateral.  The Court has already entered four interim agreed
orders allowing the Debtor to use cash collateral which PNC Bank,
National Association asserts an interest.

The Debtor is authorized to use cash collateral in the ordinary
course of business for a period of 60 days from the May 22, 2013,
entry of the order.

As adequate protection to PNC for the use of the cash collateral,
the Debtor will grant PNC a first priority replacement lien in all
assets of the Debtor that comprise the PNC collateral, subject to
carve out on certain expenses.

Additionally, the Debtor will deliver to PNC monthly adequate
protection payments of $77,000, commencing on May 15, 2013, and
continuing on the 15th of each month through the termination date.
PNC will apply the adequate protection payments first to the
$500,000 term loan and then to the $1.2 line of credit.

As reported in the Troubled Company Reporter on March 20, 2013,
PNC asserts that the PNC debt totaled approximately $6,402,852 as
of the Petition Date, and is secured by, among other things,
certain real property in four locations in Madison County,
Alabama, and PNC's security interest in the Debtor's inventory,
chattel paper, accounts, equipment and general intangibles,
together with all other accessories, accessions, attachments,
tools, parts, supplies, replacements of and additions thereto, all
products and produce thereof and all proceeds of the foregoing,
including insurance proceeds.

                     About ADEPT Technologies

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.
The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  Judge Jack Caddell presides
over the case.

Kevin D. Heard, Esq., at Heard Ary, LLC, represents the Debtor as
counsel.  The petition was signed by Brad Fielder, managing
member.

ADEPT Technologies, LLC, delivered to the U.S. Bankruptcy Court
for the Northern District of Alabama, Northern Division, a plan of
reorganization and accompanying disclosure statement proposing a
10% recovery for allowed general unsecured claims.


ALLIANCE LAUNDRY: S&P Lowers Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ripon, Wis.-based Alliance Laundry Systems LLC to 'B'
from 'B+'.  S&P removed the ratings from CreditWatch, where they
were placed with negative implications on Nov. 27, 2012, following
the company's announcement of its proposed shareholder
distribution.  The outlook is stable.

The 'B' issue-level and '3' recovery rating on the company's
first-lien facilities, and the 'CCC+' issue-level and '6' recovery
rating on the second-lien facilities, remain unchanged.  As of
March 31, 2013, the company had about $480 million of debt
outstanding.

"The lower corporate credit rating on Alliance Laundry reflects
our expectation that credit measures will remain below our prior
expectations as a result of significantly higher debt levels
following the company's recapitalization transaction," said
Standard & Poor's credit analyst Rick Joy.

For the 12 months ended March 31, 2013, Standard & Poor's
estimates Alliance Laundry's adjusted debt leverage increased to
5.2x from 3.7x in the prior-year period.  The company used
proceeds from this transaction along with cash from the balance
sheet to repay existing debt and fund a $232 million shareholder
distribution.

"Our ratings on Alliance Laundry reflect our view that the company
has a "highly leveraged" financial risk profile and "weak"
business risk profile.  Key credit factors in our business risk
assessment are the company's narrow product focus, small scale,
and customer concentration, yet strong market position in the U.S.
commercial laundry equipment segment.  The financial risk
assessment reflects our expectation that credit measures will
remain consistent with indicative ratios for a highly leveraged
financial risk profile over the next year, and our opinion of the
company's aggressive financial policies, demonstrated by its two
debt-financed shareholder distributions, totaling $279 million,
over the past year," S&P noted.

Alliance Laundry manufactures a full line of self-contained
commercial laundry equipment, primarily serving laundromats,
multiunit housing laundries, and on-premise laundries.

The outlook is stable, reflecting S&P's expectation that Alliance
Laundry will maintain adequate liquidity and continue to improve
operating performance.  S&P expects credit metrics to improve
slightly over the near term, including leverage of about 5x by
year-end 2013, and for the company to maintain free cash flow
close to historical levels.


ALLIED SYSTEMS: Bankruptcy Judge Blasts Proposed $33MM Loan
-----------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy judge refused to consider Allied Systems Holdings
Inc.'s request for $33.5 million in replacement post-petition
financing from two private equity lenders, calling the proposal
"dead on arrival," and chastising the parties for bringing him a
motion that fell so short.

According to the report, U.S. Bankruptcy Judge Christopher S.
Sontchi said he agreed with many objections lodged by the official
committee of unsecured creditors that argued the refinancing terms
were much too expensive.

Peg Brickley writing for Dow Jones' DBR Small Cap reports that the
bankruptcy judge slapped down a bankruptcy financing offer and
auction plan advanced by Black Diamond Capital Management LLC for
Allied Systems and threatened to put the company in the hands of a
trustee.

                       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.


ALPHA OMEGA: GOB Sales Agent Compelled to Comply With Contract
--------------------------------------------------------------
A Massachusetts bankruptcy judge compelled an agent who assisted
in the going-out-of-business sale of Lexington Jewelers Exchange,
Inc., dba Alpha Omega Jewelers, to comply with the terms of an
agency agreement between the parties in a May 29, 2013 Memorandum
of Decision available at http://is.gd/GIt4EYfrom Leagle.com.

The Motion to Compel was brought by Harold B. Murphy, as Chapter 7
Trustee of the Debtor, against the joint venture comprised of
Capital Group, LLC, SB Capital Group, LLC and The Gordon Company,
Inc.  The JV conducted the GOB Sale on the Debtor's behalf as its
agent pursuant to a court-approved agency agreement.

The dispute arose when Bellweather Properties of Massachusetts, an
affiliate of Simon Property Group and the Debtor's landlord for
its Burlington Mall retail store, asserted an administrative
expense claim for unpaid percentage rent for $200,522, for the
period January 2008 to April 2008.

To this, the Trustee demanded from the Agent evidence of payment
of the Simon Claim or, in the absence of that evidence, that the
Agent tender the amount of the Simon Claim to the Trustee.

In a May 29 decision, Bankruptcy Judge William C. Hillman granted
the Motion to Compel, saying that it "does no more than ask the
Joint Venture to do that which it is contractually obliged."

The Chapter 7 Trustee is represented by:

          Kathleen R. Cruickshank, Esq.
          MURPHY & KING, P.C.
          Boston, MA
          Tel: (617) 226-3404
          Fax: (617) 305-0604
          Email: krc@murphyking.com

The Joint Venture is represented by:

          James P. Ponsetto, Esq.
          GREENBERG TRAURIG, LLP
          One International Place
          Boston, MA 02110
          Tel: (617) 310-6000
          Fax: (617) 310-6001
          Email: ponsettoj@gtlaw.com

             -- and --

          Robert Boghosian, Esq.
          Andrew L. Buck, Esq.
          COHEN TAUBER SPIEVACK & WAGNER P.C.
          New York, NY
          Tel: (212) 381-8726
          Email: rboghosian@ctswlaw.com
                 abuck@ctswlaw.com

                      About Alpha Omega

Cambridge, Massachusetts-based Alpha Omega Jewelers aka Lexington
Jewelers Exchange Inc. -- http://www.alphaomegajewelers.com/--
owns and manages watch retail shops.  The Debtor filed for chapter
11 petition on Jan. 2, 2008 (Bankr. E.D. Ma. Case No. 08-10042).
Adrienne Kotowski Walker, Esq., and Kevin J. Walsh, Esq., at
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC represent the
Debtor in its restructuring efforts.  The Debtor had $1 million to
$100 million in assets and debts when it filed for bankruptcy.

The case was converted into a Chapter 7 proceeding on May 12,
2008, in anticipation of the completion of the Debtor's going-out-
of-business sale.  Harold B. Murphy was appointed as Chapter 7
trustee.


AMERICAN AIRLINES: Blasts UST's Plan Disclosures Objections
-----------------------------------------------------------
Gavin Broady of BankruptcyLaw360 reported that AMR Corp. responded
to criticism of its disclosure statement and proposed
reorganization plan in New York bankruptcy court, slamming the
U.S. trustee for attempting to scuttle the plan over objections to
a proposed $20 million severance deal for its outgoing CEO.

According to the report, the American Airlines Inc. parent, which
seeks to finalize an $11 billion merger with US Airways Group Inc.
to create the world's largest airline, says the objections are
premature and should be overruled.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

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


AMERICAN AIRLINES: Judge Greenlights Union Integration, FAA Deals
-----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that AMR Corp. scored
a New York bankruptcy judge's approval to enter a deal that
significantly reduces the Federal Aviation Administration's claims
against the airline, as well as an agreement outlining the
integration of AMR's workers with those at US Airways Group Inc.

According to the report, the FAA settlement provides the agency
with $24.9 million in allowed general unsecured claims and
resolves allegations that AMR's American Airlines Inc. violated
federal regulations before it entered bankruptcy.  The deal
resolves the $162 million in claims asserted by the FAA against
the airlines, the report said.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

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


ATARI INC: Wants to Sell Substantially All Assets
-------------------------------------------------
Atari, Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York to approve the bid procedures to
govern the sale(s) of substantially all of their assets.

The Debtors, with the assistance of their investment banker,
Perella Weinberg Partners, commenced a comprehensive sale process
for the Debtors' assets, including the Debtors' iconic brands and
unique intellectual property portfolio.

As part of the sale process, PWP contacted over 180 parties
comprising of financial and strategic buyers, the latter category
including both gaming and non-gaming companies.  To date, more
than 90 parties have signed confidentiality agreements and have
been provided access to an electronic data room.

The proposed bid procedures include:

Bid Procedures Objection Deadline:      June 4, at 4 p.m.
Bid Procedures Hearing Date:            June 11, at 10 a.m.
Proposed Bid Deadline:                  July 10, at 5 p.m.
Proposed Auction Dates:                 July 16, 17, 18 and 19 at
                                        10 a.m.
Proposed Sale Hearing Date:             July 24, at 10 a.m.
Proposed Sale Hearing Obj. Deadline:    July 17, at 4 p.m.
Proposed Obj. Deadline for Auctions &
  Selection of Successful/Back-Up
  Bidder(s):                            July 24, at 9 a.m.

Additionally, the Debtors may afford each potential bidder the
time and opportunity to conduct reasonable due diligence.

Alden Global Value Recovery Master Fund, L.P., or permitted
assignee, as the DIP Lender under the credit agreement, will have
all rights available under Bankruptcy Code Section 363(k) to
submit a credit bid on the collateral.

A copy of the bid procedures is available for free at
http://bankrupt.com/misc/ATARIINC_sale.pdf

Ira S. Dizengoff, and Kristine G. Manoukian at Akin Gump Strauss
Hauer & Feld LLP represent the Debtor.

                           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.


ATARI INC: Committee Wants Deal on Plan Before Bonuses
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official creditors' committee for Atari Inc. said
that the video-game maker put the proposed executive bonus program
under seal so the public won't know the "magnitude" of the
payments for the company's top eight officers.

The committee's statement, the report relates, was made in papers
filed this week in opposition to court approval of the program.  A
hearing to consider bonus approval is currently on the June 6
calendar for the U.S. Bankruptcy Court in New York.

The report notes that the creditors said they weren't inclined to
approve bonuses until secured lender Alden Global Capital Ltd.
agrees on a settlement where the assets can be sold, leaving
behind enough cash for a "meaningful distribution" to unsecured
creditors.  Although a secrecy requirement precluded the committee
from laying out details, the creditors' filing said that the top
three officers could receive bonuses exceeding their annual
salaries.  The committee is also against smaller bonuses for
simply paying off financing for the bankruptcy.  Higher bonuses,
the committee says, aren't "difficult to attain" and therefore are
retention bonuses banned by Congress for top managers of bankrupt
companies.

The report relates that the U.S. Trustee said that the top three
executives would be collectively paid $72,000 upon repayment of
the $5.25 million loan from Alden financing the bankruptcy.  The
U.S. Trustee also said that targets to qualify for higher bonuses
aren't sufficiently "challenging."  Not having found a buyer
offering an adequate price for the business, Atari filed papers
proposing to hold auction on July 16 through July 19.

The report says that the bankruptcy judge already gave the
committee authority to investigate the bankrupt French parent,
Alden and others.  The U.S. Atari company said at the outset of
bankruptcy that debt owing to the parent should be treated as
equity.  The U.S. company also challenged the secured status of
debt to the parent and to Blue Bay Value Recovery (Master) Fund
Ltd. Alden is now Atari's post-bankruptcy lender, the primary
shareholder of the bankrupt French parent, and a major secured
lender to the parent.  Given the secured status against the
parent, Alden controls the $275 million claim the parent has
against the U.S. company, according to a court filing by the
committee.

                         About Atari Inc.

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

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

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

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

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


ATP OIL: Bankruptcy Judge Says Asset Sale Not "Preordained"
-----------------------------------------------------------
Jacqueline Palank, writing for Dow Jones Newswires' Daily
Bankruptcy Review, reported that a bankruptcy judge 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.

According to the report, 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. 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.

As a result, ATP attorney Charles Kelly, of Mayer Brown LLP, said
the company is concerned it won't have enough cash on hand to
cover the costs of bankruptcy -- what is known as being
administratively insolvent -- let alone pay creditors, the report
related. The attorney asked Judge Isgur for suggestions as how to
resolve the dilemma but got an answer he probably hadn't bargained
on.

"If the estate is going to wind up administratively insolvent as a
result of the 363 sale, then maybe the debtor should consider
other options," Judge Isgur responded, according to the report.
"It's not preordained to me that it's going to get approved."

The judge's comments come less than a week before ATP is scheduled
to ask him to approve the sale, a deal that's been delayed as the
deal has run into creditor criticism and concerns, the report
pointed out.

                          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.


ATP OIL: Anadarko Objects to Sale of Assets
-------------------------------------------
Anadarko E&P Onshore filed with the U.S. Bankruptcy Court an
objection to ATP Oil & Gas' motion for the sale of substantially
all assets, joining similar objections previously filed by the
United States and BP.

Jeremy Heallen of BankruptcyLaw360 reported that Anadarko E&P
Onshore, a unit of Anadarko Petroleum Corp., asked the bankruptcy
judge to block a proposed $691 million sale of ATP Oil & Gas
Corp.'s offshore assets, because the deal will allegedly allow the
foundering company to escape $153 million in environmental
liabilities.

According to BankruptcyData, Anadarko E&P Onshore asserts,
"Anadarko finds the United States' arguments persuasive because it
is now apparent that the Debtor seeks to use the Sec. 363(b) sale
process to shirk its environmental liabilities.  Approval of the
sale would leave the Debtor with massive P&A liabilities --
liabilities which this Court has characterized as administrative
expense claims -- for which there will be no funding," the BData
report said, citing court documents.

The objection continues, 'the BP Objection to be well-founded in
its argument that the proposed sale and attendant benefits may
only be obtained by the DIP Lenders pursuant to the chapter 11
plan process," the BData added.

According to the Law360 report, Anadarko E&P Onshore claims the
sale of all of the income-producing assets to ATP's lenders does
not include plugging and abandonment obligations tied to
unproductive wells within the company's portfolio in which
Anadarko holds partial interests.

                          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.  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.


AXIS CONTRUCTION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Axis Contruction, Inc.
        4510 NE 68th Drive, Suite 102
        Vancouver, WA 98661

Bankruptcy Case No.: 13-43532

Chapter 11 Petition Date: May 28, 2013

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Timothy J. Dack, Esq.
                  1014 Franklin Street, Suite 102
                  P.O. Box 61645
                  Vancouver, WA 98666
                  Tel: (360) 694-4227
                  E-mail: bkfile@dackoffice.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/wawb13-43532.pdf

The petition was signed by James Niemitalo, president.


BIOSCRIP INC: S&P Rates Senior Secured Credit Facilities 'B'
------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'B'
corporate credit rating on Elmsford, N.Y.-based BioScrip Inc. and
assigned a 'B' issue-level rating on the company's senior secured
credit facilities with a recovery rating of '3', indicating
expectations for meaningful recovery in the event of a payment
default.  The outlook is stable.

"The ratings on BioScrip Inc. reflect its "highly leveraged"
financial risk profile, characterized by its highly leveraged
capital structure and acquisitive past," said credit analyst John
Babcock.  "The ratings also incorporate our assessment of its
business risk profile as "weak", which we revised from
"vulnerable" based on its improved scale and competitive position.
Other key credit factors considered in our business risk
assessment include its narrow business focus and limited barriers
to entry."

S&P based its stable rating outlook on its expectation that
BioScrip's debt-to-EBITDA ratio will remain near 5x for the next
two years.  Additionally, while S&P believes the company will
generate more than $45 million in free cash flow in 2013, S&P do
not expect the cash to be used for debt reduction.

S&P would consider an upgrade if the company achieves an improved
financial risk profile, including a debt-to-EBITDA ratio
maintained below 5x.  S&P estimates this could occur if it grows
revenues in the double digits and its EBITDA margin expands 100
bps from its current projections.  This could reflect operating
leverage and a sustained decline in borrowing.

S&P believes a lowering of the company's speculative-grade rating
is unlikely in the year ahead, given BioScrip's plan to invest in
higher-margin businesses than those divested.  However, S&P would
consider a downgrade if its covenant cushion falls below 10%.  S&P
estimates this could occur if its EBITDA margin contracts more
than 100 bps from its projections.


BLOCKBUSTER INC: Chapter 7 Conversion Sought
--------------------------------------------
BankruptcyData reported that Blockbuster filed with U.S.
Bankruptcy Court a motion for an order to convert its Chapter 11
reorganization cases to liquidation under Chapter 7 of the
Bankruptcy Code, directing the U.S. Trustee assigned to the case
to appoint a chapter 7 trustee and relieving Kurtzman Carson
Consultants of its responsibilities as noticing and claims agent.

The motion explains, "Conversion of the chapter 11 cases to cases
under chapter 7 will provide a mechanism to reconcile any
remaining claims, make final distributions, and close the
administration of these cases....Upon conversion, the chapter 7
trustee can determine how he wishes to allocate estate assets to
respond to requests from taxing authorities and other entities,"
the BData report said, citing court documents.

The Court scheduled a June 19, 2013 hearing to consider the
motion.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.

BOLIN & CO: 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 report recounts that a creditor had a $270,000 secured claim
against a corporation in Chapter 7.  The trustee won a judgment
against the creditor for $226,000.  The bankruptcy judge refused
to allow setoff, requiring the creditor to pay the $226,000
judgment.  In an unsigned and unpublished opinion on May 28, the
Second Circuit in Manhattan reversed.

The report notes that the case turned on whether the debts and
credits both arose pre-bankruptcy.  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 two debts therefore were both pre-
bankruptcy.

The Bloomberg report discloses that the bankruptcy court also
denied setoff, saying there was a lack of mutuality because one
debt was secured and the other unsecured and didn't arise from the
same transaction.  The appeals court reversed again, holding that
secured and unsecured claims may be offset.  Likewise, contract
claims may be set off against tort claims.

The case is Ogden v. Chorches (In re Bolin & Co. LLC), 12-1310,
U.S. Court of Appeals for Second Circuit (Manhattan).

Bolin & Company, LLC, a jewelry retailer in Greenwich,
Connecticut, filed a Chapter 7 bankruptcy petition on Aug. 20,
2004.  Michael Daly was appointed the bankruptcy trustee.


BOWLES SUB: Amended Plans of Reorganization Declared Effective
--------------------------------------------------------------
Bowles Sub Parcel A, LLC and Fenton Sub Parcel A, LLC notified the
Bankruptcy Court that the Effective Date of their plans of
reorganization occurred on May 6, 2013.

The Plans were confirmed on April 19.

According to the Debtors' Second Modified Plan of Reorganization
dated April 12, 2013, the Plan provides that the cash flow
generated from the Reorganized Debtors' ongoing operations will be
used for general working capital purposes and to make
distributions under the Plan.

A copy of the Plan is available for free at
http://bankrupt.com/misc/BOWLES_SUB_2plan.pdf

The cases had been reassigned to Judge R. Tunheim from Chief Judge
Michael J. Davis, Judge Ann D. Montgomery, Judge Susan R. Nelson
and Judge David S. Doty.

        About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.  In 2007, StoneArch
acquired various LLCs, which in turn owned 27 industrial multi-
tenant properties located in the Twin Cities.  The properties were
divided into four separate pools: A, B, C, and D.  Fenton Sub
Parcel D and Bowles Sub Parcel D jointly own the properties in
pool D.  As tenants in common, Fenton Sub Parcel D has an
undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise.  Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is also a debtor (Bankr. D. Minn. Case
No. 11-43816).  He is separately represented by Michael C. Meyer,
Esq., at Ravich Meyer Kirkman McGrath & Nauman, P.A.  The cases
were originally assigned to Judge Dennis D. O'Brien and reassigned
to Judge Robert J. Kressel as the cases are related to the Hoyt
case, which was filed earlier before Judge Kressel.

Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M.
Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors.


CANCANA RESOURCES: Seeks Approval for Management Cease Trade Order
-----------------------------------------------------------------
Cancana Resources Corp. on May 31 disclosed that has applied to
the Alberta Securities Commission to approve a management cease
trade order.  If approved, it is anticipated that the MCTO will be
issued effective June 3, 2013.  The Company anticipates it may be
unable to file its annual financial statements, management
discussion and analysis and related Chief Executive Officer and
Chief Financial Officer certificates for its fiscal year-ended
January 31, 2013 before the May 31, 2013 filing deadline.

Through the process of completing the Cancana's financial
statements, the Company's auditors have raised an issue with
respect to the consolidation of an investment currently held by
the Company and the applicable accounting treatment in respect of
this holding.  The Company has been working diligently with its
auditors to remedy the situation in advance of the deadline,
however Cancana has concluded that its auditor will not be able to
complete the audit within the allotted timeframe and as such the
Required Filings cannot be made by the Filing Deadline.

The Company anticipates that it will be in a position to remedy
the default within the two-month time allotted that the Company
has applied for under the MCTO and file the Required Filings on or
before July 30, 2013.  The MCTO restricts all trading in
securities of the Company, whether direct or indirect, by
management of the Company.  The MCTO will be in effect until the
Required Filings are filed.

The Company intends to satisfy the provisions of the alternative
information guidelines set out in sections 4.3 and 4.5 of National
Policy 12-203 Cease Trade Orders for Continuous Disclosure
Defaults so long as the Required Filings are outstanding.

The Company has not taken any steps towards any insolvency
proceeding and the Company has no material information to release
to the public.

                  About Cancana Resources Corp.

Cancana Resources Corp. -- http://www.cancanacorp.com-- is an
exploration stage company with assets in Brazil and Canada.  The
Company has been seeking projects that expand its resource base
and provide for near term production and revenue.


CAREY LIMOUSINE: Chapter 11 Plan Is Confirmed
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization plan for Carey Limousine L.A. Inc.
was approved on May 30 when the U.S. bankruptcy judge in Delaware
signed a confirmation order.

According to the report the plan, a product of mediation with the
official creditors' committee, has $1.1 million cash for unsecured
creditors with $4.5 million in claims, for a projected
24.3 percent recovery.  In exchange for the $1.1 million destined
for unsecured creditors, an affiliate named Carey International
Inc. will become the new owner.

The Bloomberg report discloses that secured claims aren't
affected.  The principal liability is $146.6 million owing on a
secured term loan.

                       About Carey Limousine

Carey Limousine L.A., Inc., a subsidiary of Carey International,
is one of the largest chauffeured transportation services
companies in Southern California.  Carey Limousine filed a Chapter
11 petition (Bankr. D. Del. Case No. 12-12664) on Sept. 25, 2012.

The Debtor operates from a centralized location with convenient
proximity to Los Angeles International Airport, Beverly Hills,
Downtown Los Angeles, and other centers of business and tourism
in Southern California.  The Debtor has 17 employees and utilized
30 independent owner-operators.  Seventeen farm-out companies,
providing chauffeurs, fulfill overflow customer requests.

The Debtor estimated just under $500,000 in assets and at least
$100 million in liabilities.  The Debtor said it owes $146.6
million in term loans provided by lenders led by Highland
Financial Corp., as arranger and NexBank, SSB, as administrative
agent.

The Debtor has tapped Young, Conaway, Stargatt & Taylor, as
counsel; Willkie Farr & Gallagher LLP, as bankruptcy co-counsel;
and Kurtzman Carson Consultants LLC as the claims and notice
agent.


CASH STORE: Obtains Full Revocation of Cease Trade Orders
---------------------------------------------------------
The Cash Store Financial Services Inc. on May 31 disclosed that it
has obtained a full revocation of the cease trade orders that were
recently issued by the Alberta Securities Commission, the British
Columbia Securities Commission and the Ontario Securities
Commission.

As announced in a press release dated May 14, 2013, the Alberta
Securities Commission issued a cease trade order in connection
with the Company's decision to restate and re-file financial
statements and related MD&A for (i) the years ended September 30,
2012, September 30, 2011 and the fifteen month period ended
September 30, 2010, and (ii) the interim periods ending December
31, 2011, March 31, 2012, June 30, 2012 and December 31, 2012.  On
May 16, 2013 and May 21, 2013, the British Columbia Securities
Commission and Ontario Securities Commission also issued similar
cease trade orders.

The Company has now completed the Restatement and the Cease Trade
Orders have been revoked.

                   About Cash Store Financial

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

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

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

                          *     *     *

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

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

As reported by the TCR on May 22, 2013, Moody's Investors Service
downgraded the Corporate Family Rating and senior unsecured debt
rating of Cash Store Financial Services to Caa1 from B3 and
assigned a negative outlook.  According to Moody's, CSFS remains
unprofitable on both the pretax and net income lines and prospects
for return to profitability are unclear.


CCS MEDICAL: S&P Revises Outlook to Negative & Affirms 'B-' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook to
negative from stable and affirmed its 'B-' corporate credit rating
on CCS Medical Inc.

The 'B-' issue-level and '3' recovery rating on the company's
first-lien term loan, and the 'CCC' rating and the '6' recovery
rating on the company's second-lien term loan remain unchanged.

The '3' recovery rating on the 1st-lien term loan reflects S&P's
expectation for meaningful (50%-70%) recovery in the event of
payment default.  The '6' recovery rating on the 2nd-lien term
loan reflects S&P's expectation for negligible (0%-10%) recovery
in the event of payment default.

"While we are maintaining our "vulnerable" business risk and
"highly leveraged" financial risk profiles, we note that free cash
flow is very thin heading into a challenging phase in the
company's operations," said credit analyst David Kaplan.  "We
based our vulnerable business risk profile on a highly fragmented
business and what we view as low barriers to entry in the non-
Medicare business as well as intense pricing pressure in its
highly concentrated diabetes products business.  CCS' highly
leveraged financial risk profile reflects our belief that, over
the near-term, free cash flow will struggle to grow and leverage
will rise because of a combination of sharp price declines and low
initial volumes following implementation of competitive bidding."

The negative outlook reflects S&P's expectation for reduced EBITDA
generation and thin-to-negative free cash flow over the next few
quarters, the uncertainty surrounding potential reimbursement cuts
from commercial payers, and the need to increase volumes
substantially while tightly managing working capital, to generate
positive free cash flow.

S&P could lower the rating if CMS-related payment delays continue
to increase working capital levels or if expected volumes do not
materialize in the second half of 2013.  Such a development would
likely result in negative free cash flows that could exhaust the
company's liquidity and jeopardize the company's ability to
refinance its debt.

S&P could revise the outlook to stable if the company is able to
generate sustained levels of free cash flow.  This would imply
that the company is able manage the price reduction and higher
volumes expected from new contracts under Competitive Bidding
while also containing working capital outflows.


CENTRAL EUROPEAN: Chapter 11 Plan to Be Consummated June 5
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ownership of Central European Distribution Corp. will
be taken over officially by Roustam Tariko's Roust Trading Ltd. by
June 5, the U.S.-based parent of the world's largest vodka
producers said in a statement on May 31.

According to the report the U.S. Bankruptcy Court in Delaware
approved the prepackaged Chapter 11 reorganization plan on May 13.

The report notes that the plan received an approving vote of
creditors before court proceedings commenced April 7.

                            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.


CHINA BAK: Incurs $22.6-Mil. Net Loss in March 31 Quarter
---------------------------------------------------------
China BAK Battery, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $22.6 million on $44.1 million of revenues
for the three months ended March 31, 2013, compared with a net
loss of $15.6 million on $32.8 million of revenues for the same
period last year.

The Company reported a net loss of $47.9 million on $107.8 million
of revenues for the six months ended March 31, 2013, compared with
a net loss of $17.4 million on $104.5 million of revenues for the
six months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$418.2 million in total assets, $392.7 million in total
liabilities, and stockholders' equity of $25.5 million.

According to the regulatory filing, the Company has a working
capital deficiency, accumulated deficit from recurring net losses
incurred for the current period and prior years and significant
short-term debt obligations maturing in less than one year as of
Sept. 30, 2012, and March 31, 2013.  "These factors raise
substantial doubts about the Company's ability to continue as a
going concern."

A copy of the Form 10-Q is available at http://is.gd/g1wKfX

Shenzhen, PRC-based China BAK Battery, Inc., is a leading global
manufacturer of lithium-based battery cells.


CHINA GINSENG: Incurs $1.4-Mil. Net Loss in March 31 Quarter
------------------------------------------------------------
China Ginseng Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.4 million on $497,943 of revenues
for the three months ended March 31, 2013, compared with a net
loss of $281,962 on $902,807 of revenues for the three months
ended March 31, 2012.  "The increase of the net loss in this
quarter is primarily due to the inventory impairment."

The Company reported a net loss of $3.1 million on $2.7 million of
revenues for the nine months ended March 31, 2013, compared with a
net loss of $1.1 million on $3.1 million of sales for the nine
months ended March 31, 2012.  "The net loss was primarily due to
the decreased whole sales and increased cost of sales as a
percentage of revenue and the inventory impairment.

The Company's balance sheet at March 31, 2013, showed $6.3 million
in total assets, $6.8 million in total liabilities, and a
stockholders' deficit of $462,148.

According to the regulatory filing, the Company had an accumulated
deficit of $8.8 million as of March 31, 2013, and there are
existing uncertain conditions the Company foresees relating to its
ability to obtain working capital and operate successfully.

"Management's plans include the raising of capital through the
equity markets to fund future operations and the generating of
revenue through its businesses.  Failure to raise adequate capital
and generate adequate sales revenues could result in the Company
having to curtail or cease operations.

"Additionally, even if the Company does raise sufficient capital
to support its operating expenses and generate adequate revenues,
there can be no assurances that the revenues will be sufficient to
enable it to develop business to a level where it will generate
profits and cash flows from operations.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern."

A copy of the Form 10-Q is available at http://is.gd/FBgvW2

Changchun City, China-based China Ginseng Holdings, Inc., conducts
business through its four wholly-owned subsidiaries located in
China.  The Company has been granted 20-year land use rights to
3,705 acres of lands by the Chinese government for ginseng
planting and it controls, through lease, approximately 750 acres
of grape vineyards.  However, recent harvests of grapes showed
poor quality for wine production which indicates that the
vineyards are no longer suitable for planting grapes for wine
production.  Therefore, the Company has decided not to renew its
lease for the vineyards with the Chinese government upon
expiration in 2013 and, going forward, it intends to purchase
grapes from the open market in order to produce grape juice and
wine.


CHINA PEDIATRIC: Incurs $4.7-Mil. Net Loss in First Quarter
-----------------------------------------------------------
China Pediatric Pharmaceuticals, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $4.7 million on $882,483 of
net sales for the three months ended March 31, 2013, compared with
a net loss of $1.8 million on $4.8 million of net sales for the
same period last year.

The Company's balance sheet at March 31, 2013, showed $7.5 million
in total assets, $608,483 in total current liabilities, and
stockholders' equity of $6.9 million.

The Company had accumulated deficit of $11.3 million and $6.5
million as at March 31, 2013, and Dec. 31, 2012.  "These create an
uncertainty about the Company's ability to continue as a going
concern."

A copy of the Form 10-Q is available at http://is.gd/YlW0Nb

Located in Xi'an, Shaanxi Province, PRC, China Pediatric
Pharmaceuticals, Inc., is engaged in the business of manufacturing
and marketing of over-the-counter and prescription pharmaceutical
products for the Chinese marketplace as treatment for a variety of
disease and conditions.


CHRISTIAN BROTHERS: Settles Abuse Claims for $16.5 Million
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Christian Brothers' Institute came to an agreement
with lawyers for sexual-abuse claimants on a Chapter 11 plan based
on a $16.5 million contribution from the religious order and from
an insurance company.

The report notes that according to a statement by Jeff Anderson &
Associates PA, the plan will be filed in the next two weeks with
the U.S. Bankruptcy court in White Plains, New York.

According to the report, the forthcoming plan will provide
payments for 400 victims, according to Anderson.  It won't stop
the victims from suing third parties, like schools and dioceses,
he said.

The report says that Anderson also said the settlement will
provide "concrete measures" for "safeguarding children from future
abuse."

                About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.


CIT GROUP: Shares Jump as Lender Exits Regulatory Curbs
-------------------------------------------------------
Rick Green, writing for Bloomberg News, reported that CIT Group
Inc. (CIT), the business lender run by John Thain, jumped 5.4
percent after reporting that regulatory curbs imposed in 2009
while the firm struggled to survive have been lifted.

CIT received notice from the Federal Reserve Bank of New York that
a written agreement dated Aug. 12, 2009 was terminated, according
to a statement from the company, the report related. CIT advanced
$2.41 to $46.90 as of 4:15 p.m. on May 31 in New York and traded
for as much as $47.77, its best level since February 2011. The
stock has gained 21 percent this year.

The report related that bad loans including subprime mortgages led
New York-based CIT to take $2.33 billion from the Treasury's bank
rescue fund and then file for bankruptcy. Thain, who joined the
company after its troubles began, led CIT with a plan that reduced
the lender's bad credits and high cost of funds. The bailout
wasn't repaid.

CIT's 2009 agreement with the Fed required the company to seek the
regulator's approval for issuing dividends or new debt, the report
said. CIT also pledged to provide periodic updates focusing on
cash and funding.


CLEARWATER SEAFOODS: S&P Revises Outlook to Pos. & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Halifax, N.S.-based Clearwater Seafoods L.P. to positive from
stable.  At the same time, Standard & Poor's affirmed its 'B'
long-term corporate credit rating on the company.

"The revised outlook reflects what we view as Clearwater's
strengthened operating performance and credit protection measures,
which we expect will continue this year," said Standard & Poor's
credit analyst Lori Harris.  "The improvement in Clearwater's
credit metrics in the past couple of years is attributed to
increased EBITDA, which was driven by higher sales and better cost
efficiencies," Ms. Harris added.

Standard & Poor's also assigned its 'BB-' issue-level rating and
'1' recovery rating to Clearwater's proposed new term facilities,
which are expected to consist of C$30 million senior secured term
loan A due 2018, C$45 million senior secured delayed-draw term
loan A due 2018, and US$200 million senior secured term loan B due
2019.  The '1' recovery rating indicates S&P's expectation of very
high (90%-100%) recovery in the event of default.

S&P understands that proceeds of the new term loans, along with
drawings under a proposed C$60 million senior secured revolving
credit facility (which S&P don't rate), will be used to refinance
existing debt and fund a new clam harvesting vessel.

The ratings on Clearwater reflect Standard & Poor's view of the
company's "weak" business risk profile and "aggressive" financial
risk profile (as defined by S&P's criteria).  S&P base its
business risk assessment on Clearwater's narrow product focus,
historically volatile operating performance, and participation in
the commodity-oriented commercial fishing industry.  These factors
are partially offset, S&P believes, by the company's position as
the largest holder of shellfish quota in Canada, improved
operating performance, and a proven record of operating under the
seafood industry's highly regulated environment.  S&P's financial
risk assessment is based on what it considers the company's
"aggressive" financial policy, weak credit protection measures,
and nominal free cash flow expected this year because of elevated
capital expenditures.

The positive outlook on Clearwater is based on Standard & Poor's
belief that the company will maintain its solid market position in
premium shellfish and seafood products, while strengthening its
operating performance and credit measures in the medium term.  S&P
could consider raising the ratings if Clearwater is able to
improve its performance and credit metrics on a sustainable basis,
including funds from operations to debt above 15%, debt leverage
below 4x, and an EBITDA cushion above 15% within its leverage
covenant.  Alternatively, S&P could revise the outlook back to
stable in the event the company's operating performance flattens,
if Clearwater's adjusted credit ratios do not meet S&P's guidance,
or if the company is not on track to generate meaningfully
improved free cash flow in 2015.


CODA HOLDINGS: Bonuses Pulled, More Bankruptcy Issues Remain
------------------------------------------------------------
Randall Chase, writing for The Associated Press, reported that the
Chapter 11 case of failed electric car maker CODA Holdings
continued on the fast track after attorneys resolved several
objections to the company's bankruptcy financing and sale plans.

According to the report, after meeting behind closed doors for
several hours, attorneys for the company and its official
creditors committee told a Delaware bankruptcy judge they had
reached agreements on several disputed issues. The agreements will
not be formally submitted to the court for approval until June 3,
but Judge Christopher Sontchi nevertheless granted a request by
the parties to sign final orders approving CODA's debtor financing
and sale plans.

The report related that Sontchi, who had expressed concerns about
the company's bankruptcy plans at hearing earlier this month, said
the changes made make them more reasonable.

Attorneys for the U.S. trustee and the official creditors
committee argued in court papers last week that CODA's financing
and sale plans would unfairly benefit a group of lenders and
noteholders, led by an affiliate of Fortress Investment Group, who
are seeking to acquire the company with a lead, or "stalking
horse" bid of $25 million, the report recalled.

Under a sale order approved Wednesday, competing bids are due
Friday, followed by an auction, if necessary, on June 3, the
report noted.

                        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.


COLLEGIATE ACADEMY: S&P Lowers Issuer Credit Rating to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating (ICR) to 'BB' from 'BBB-' on Colorado Educational and
Cultural Facilities Authority's series 2004 charter school revenue
refunding bonds, supported by Collegiate Academy Charter School
Building Corp. and issued for Collegiate Academy Charter School.
The outlook is negative.

"The lowered rating reflects our view of the significant
deterioration in the school's operations, as demonstrated by the
negative fund balance in fiscal 2012," said Standard & Poor's
credit analyst Carlotta Mills.  "The negative outlook indicates
that while management appears to have stabilized and the school
has a plan in place for fiscal improvement, finances would have to
improve before we could consider revising the outlook to stable,"
continued Ms. Mills.

The ICR reflects S&P's opinion of:

   -- The school's very low days' cash on hand (four days), with a
      similar level of cash expected by management in fiscal 2013;

   -- The potential that the school may lose its charter (as with
      all charter schools) prior to the bonds' maturity;

   -- Inadequate coverage in fiscal 2012, according to its
      calculations, with a similar or lower level of coverage
      expected by management in fiscal 2013; and

   -- Management challenges, which appear to have stabilized,
      during the last half of fiscal 2013.  Debt as of the end of
      fiscal 2012 was $6.9 million.


COOPER-BOOTH: Section 341(a) Meeting Set on June 25
---------------------------------------------------
A meeting of creditors in the bankruptcy case of Cooper-Booth
Wholesale Company, L.P., will be held on June 25, 2013, at 2:00
p.m. at 833 Chestnut Street, Suite 501, Philadelphia, PA.

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

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

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized its
bank accounts to recover payments made by a large customer caught
smuggling Virginia-stamped cigarettes into New York.  The
petitions were signed by Barry Margolis, president of Cooper-
Booth Mgmt Co., Inc., general partner.  Judge Magdeline D. Coleman
presides over the case.  Maschmeyer Karalis, P.C., serves as the
Debtors' counsel.  Executive Sounding Board Associates, Inc., acts
as the Debtors' financial advisor.  Blank Rome LLP serves as the
Debtors' special counsel.


CPI CORP: Trustee Gets Green Light for Chapter 7 Auction
--------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy judge gave the green light for photography portrait
studio operator CPI Corp.'s Chapter 7 trustee to hire a logistics
firm to gather its equipment from more than 2,000 locations and
sell it in a liquidation auction with a $3.3 million stalking
horse.

According to the report, the sale plan includes the stalking horse
bid from Lifetouch Portrait Studios Inc., and CPI also obtained a
post-petition loan from Bank of America to pay Logistics
International LLC $1.5 million to go to Sears, Toys R Us, Walmart,
among others.

                          About CPI Corp.

CPI Corp., an operator of 2,700 photo studios, filed a petition on
May 1, 2013, to liquidate in Chapter 7 (Bankr. D. Del. Case No.
13-11158) where a trustee was appointed immediately to liquidate
the assets.

The last balance sheet for November 2012 had assets of $56.2
million and liabilities of $174.8 million.  The bankruptcy
petition listed liabilities for the parent company of $135
million, including secured claims totaling $99.4 million.

On April 15, 2013, three of the Company's Canadian subsidiaries,
CPI Corp., an unlimited liability company organized under the laws
of Nova Scotia, CPI Portrait Studios of Canada Corp., an unlimited
liability company organized under the laws of Nova Scotia, and CPI
Canadian Images, an Ontario partnership, were subject to an order
by the Superior Court of Justice in the Province of Ontario
pursuant to Section 243(1) of the Bankruptcy and Insolvency Act,
R.S.C. 1985, cB-3, as amended and Section 101 of the Courts of
Justice Act, R.S.O. 1990, C.C.43, as amended, in which Duff &
Phelps Canada Restructuring Inc. was appointed as receiver and
receiver and manager without security of all of the assets,
undertakings and properties of such Canadian subsidiaries,
acquired for, or used in relation to a business carried on by
those Canadian subsidiaries, including all proceeds thereof.  The
Court File No. is 13-10069-00CL.


CPG INTERNATIONAL: S&P Revises Outlook to Stable & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said revised its outlook on
Scranton, Pa.-based building products producer CPG International
Inc. (CPG) to stable from negative.  At the same time, S&P
affirmed the ratings on CPG, including the 'B' corporate credit
rating.

"We revised our outlook on CPG following the company's successful
integration of competing decking manufacture TimberTech, resulting
in realized cost savings and improved EBITDA," said Standard &
Poor's credit analyst James Fielding.

"Our rating on CPG reflects our view of the company's "weak"
business risk profile.  A large concentration of the company's
products are tied to highly-cyclical construction and remodeling
activity, and exposure to raw material costs including composite
resins, which can exhibit volatility.  Still, we acknowledge that
the company weathered the sharp U.S. downturn in construction
relatively well and we expect it to generate free cash flow as
these markets recover.  In addition, the company strengthened its
market share in the composite decking and railing markets with its
acquisition of TimberTech last year," S&P noted.

The stable outlook reflects S&P's assessment of the company's
successful integration of competitor TimberTech, which should
contribute to higher EBITDA in 2013 and 2014, such that leverage
will be in the 5x to 6x range.  The outlook also reflects S&P's
expectation that the company will maintain its adequate liquidity
position.

An upgrade during the next 12 months would most likely be
contingent on a successful public offering that dropped leverage
below 5x and sharply reduced CPG's private equity ownership and
control.  The likelihood of such an event is indeterminate at this
time.

S&P would lower its rating on CPG if the company were to use a
substantial amount of its committed revolving borrowing capacity
to fund large acquisitions, such that S&P no longer viewed
liquidity to be adequate.

CPG manufactures various composite building products for
residential and commercial applications.  Its largest segments
include composite exterior decking, railing, and trim, as well as
lockers and bathroom partitions.


CROSS BORDER RESOURCES: Reports $1.8-Mil. Net Income in 1st Qtr.
----------------------------------------------------------------
Cross Border Resources, Inc., filed its quarterly report on Form
10-Q, reporting net income of $1.8 million on $3.3 million of
revenues for the three months ended March 31, 2013, compared with
net income of $727,649 on $3.6 million of revenues for the same
period last year.

Other income was $543,091 for the quarter ended March 31, 2013, as
compared to expenses of $761,746 for the quarter ended March 31,
2012.  "The increase in income is due to non-cash gains on
settlement of debt and a decrease in loss on derivatives
contracts."

The Company's balance sheet at March 31, 2013, showed
$39.1 million in total assets, $20.9 million in total liabilities,
and stockholders' equity of $18.2 million.

"At March 31, 2013, the Company had a working capital deficit of
$1,777,987 and outstanding debt of $10,900,000.  The accompanying
financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification
of assets or the amounts and classifications of liabilities that
may result from the possible inability of the Company to continue
as a going concern."

A copy of the Form 10-Q is available at http://is.gd/9j4h8Z

Dallas-based Cross Border Resources, Inc., is an independent
natural gas and oil company engaged in the exploration,
development, exploitation, and acquisition of natural gas and oil
reserves in North America.  The Company's primary area of focus is
the State of New Mexico, particularly southeastern New Mexico. The
Company has two wholly-owned subsidiaries, which are inactive:
Doral West Corporation and Pure Energy Operating, Inc.

                          *     *     *

Darilek Butler & Associates, PLLC, in San Antonio, Texas,
expressed substantial doubt about Cross Border's ability to
continue as a going concern, following their audit of the
Company's financial statements for the year ended Dec. 31, 2012,
citing the Company's significant operating losses and negative
working capital.


CUSTOM CABLE: Choate Hall Moves to Toss Investor Suit
-----------------------------------------------------
Jake Simpson of BankruptcyLaw360 reported that Choate Hall &
Stewart LLP urged a Delaware federal judge to dismiss a
malpractice suit by private investor HWI Partners LLC that alleges
the law firm botched HWI's acquisition of now-bankrupt Custom
Cable Industries Inc. in 2008, arguing that HWI lacks standing and
the suit is time-barred.

According to the report, the law firm said that the purported
financial injury -- a failure to properly execute a loan agreement
by Choate Hall that left Custom Cable saddled with debt --
occurred to Custom Cable and not HWI.

The case is HWI Partners LLC et al v. Choate, Hall & Stewart LLP
et al, Case No. 1:13-cv-00918 (Del.).

                        About Custom Cable

Custom Cable filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-18478) on July 30, 2010.  Michael P. Horan,
Esq., and Stephanie C. Lieb, Esq., at Trenam Kemker Scharf Barkin
Frye, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts in the Chapter 11 petition.


DAMES POINT: Parties Select GrayRobinson as Mediator
----------------------------------------------------
P & B Marina Development, LLC, filed an agreed motion asking the
U.S. Bankruptcy Court for permission to employ Jason Burnett of
GrayRobinson as mediator in the Chapter 11 case of Dames Point
Holdings, LLC.

The Court directed the Debtor and P & B Marina to select a
mediator on or before May 28.  The parties conferred and selected
a mutually acceptable mediator.

The mediator can be reached at:

         Jason Burnett
         GRAYROBINSON, P.A.
         50 North Laura Street, Suite 1100
         Jacksonville, Florida 32202

P & B Marina's counsel can be reached at:

         Scott A. Underwood, Esq.
         Frank S. Harrison, Esq.
         FOWLER WHITE BOGGS P.A.
         P.O. Box 1438
         Tampa, FL 33601
         Tel: (813) 228-7411
         Fax: (813) 229-8313
         E-mail: scott.underwood@fowlerwhite.com
                frank.harrison@fowlerwhite.com

                    About Dames Point Holdings

P & B Marina Development, LLC filed an involuntary chapter 11 case
against Jacksonville, Florida-based Dames Point Holdings, LLC
(Bankr. M.D. Fla. Case No. 13-00501) on Jan. 29, 2013.  Scott A.
Underwood, Esq., at Fowler White Boggs, P.A. represented the
petitioners.

On March 12, 2013, the Court entered an order vacating the
Feb. 28, 2013, order for relief in involuntary Chapter 11 case.

The Court has consolidated the involuntary Chapter 11 case for all
purposes with the voluntary case of William F. Snafnacker.

The U.S. Trustee for Region 21 has informed the Bankruptcy Court
that until further notice, it will not appoint a committee of
creditors in the Chapter 11 case of Dames Point Holdings because
of an insufficient number of unsecured creditors willing or able
to serve on an unsecured creditors committee.


DANCE NEW AMSTERDAM: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Dance New Amsterdam, Inc.
          fka Dance Space Center, Inc.
        280 Broadway 1st Floor
        New York, NY 10007

Bankruptcy Case No.: 13-11734

Chapter 11 Petition Date: May 27, 2013

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

Debtor's Counsel: Irina Kushel, Esq.
                  LAW OFFICES OF IRINA KUSHEL
                  299 Broadway, Suite 1405
                  New York, NY 10007
                  Tel: (347) 825-2369
                  Fax: (212) 994-9470
                  E-mail: irina@kushellaw.com

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

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

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

The petition was signed by Catherine A. Peila, executive director.


DETROIT, MI: State Treasurer on Possible Bankruptcy
---------------------------------------------------
Matt Helms and Kathleen Gray, writing for The Detroit Free Press,
reported that State Treasurer Andy Dillon said he believes
Detroit's turnaround is building momentum and the city will be in
better shape once emergency manager Kevyn Orr completes his
tenure.

But it's clear that a municipal bankruptcy is possible, and Dillon
said that if it happens, it must be well-planned to avoid pitfalls
that have left cities such as Stockton and Vallejo, Calif.,
struggling to provide services despite Chapter 9 filings,
according to the report. Acknowledging the public uproar over the
vulnerability of the Detroit Institute of Arts' assets in a
possible Detroit bankruptcy, the aim, he said, would be ensuring
that a Detroit bankruptcy "is not a failed transaction," Dillon
said.

"I think we're ready to go either way," Dillon said during a panel
discussion on Detroit's future at the Mackinac Policy Conference,
the report related.

Still, Dillon said the larger issues crippling Detroit -- a
bureaucratic, inflexible city government, bleeding cash and
enormous debts -- can be resolved outside of municipal bankruptcy,
the report said.

Orr's focus as emergency manager is on "going right at the heart
of the problem of restructuring" a city that did not adjust as its
population shrank and its tax revenues declined to disastrous
levels, Dillon said, the report further related.

"There's no nibbling on the edges here," he said.


DEWEY & LEBOEUF: Settlement With XL, Davis Approved by Court
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dewey & LeBoeuf LLP, the defunct law firm, received
court approval last week for a settlement where XL Specialty
Insurance Co. will pay $19 million and the firm's former Chairman
Steven Davis chips in a note for $511,000.  In return, XL and
Davis receive waivers of claims that could have been brought by
the law firm.

The report recounts that the firm's liquidating Chapter 11 plan
was approved in February.  Stephen DiCarmine, the former executive
director, and Joel Sanders, Dewey's former chief financial
officer, were left out of the settlement and unsuccessfully
objected to approval.

In his approval order, U.S. Bankruptcy Judge Martin Glenn found
that the settlement was negotiated in good faith, at arm's length,
with aid of a mediator.  Judge Glenn is allowing XL to deduct the
payment from the insurance company's liability under the policy.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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

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


DIGERATI TECH: Files Petition in Houston Amid Fight for Control
---------------------------------------------------------------
Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.

The Stafford, Texas-based company said its principal assets are
subsidiaries with operations in Fairview, Montana; Williams
County, North Dakota; and San Antonio, Texas.

The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Arthur L. Smith, the CEO and sole director, said he sent the
company to bankruptcy after reviewing the company's financial
condition over the last couple of months.  Mr. Smith signed the
petition.

Digerati is represented by Edward L Rothberg, Esq., at Hoover
Slovacek, LLP, in Houston.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Digerati Technologies Inc. filed a Chapter 11
petition on the heels of a fight for control in state court.

Digerati Technologies, Inc. -- http://www.digerati-inc.com-- is a
provider of cloud communication services.

According to the Bloomberg report, in a statement on March, the
company said a state court in Houston barred an opposing faction
from representing that anyone other than Smith is the company's
CEO.  The state court entered a temporary injunction barring other
group from making regulatory filings, public statement for the
company, or representing themselves to be the company's officers
and directors, according to the same statement.


DIMARIA PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: DiMaria Properties, LLC
        3400-3428 E. Atlantic Blvd
        Pompano Beach,, FL 33062

Bankruptcy Case No.: 13-22403

Chapter 11 Petition Date: May 28, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Bart A Houston, Esq.
                  THE HOUSTON LAW GROUP, P.A.
                  1401 East Broward Blvd., Suite 206
                  Fort Lauderdale, FL 33301
                  Tel: (954) 315-4877
                  Fax: (954) 762-2554
                  E-mail: bhouston@thlglaw.com

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

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

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

The petition was signed by Frank DiMaria, managing member.


DIRECT ACCESS: Hit With Involuntary Petition; Executives Arrested
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Direct Access Group LLC, whose executives were
arrested this month on charges of money laundering and violation
of the Foreign Corrupt Practices Act, was hit May 30 with an
involuntary Chapter 7 bankruptcy petition (Bankr. S.D.N.Y. Case
No. 13-11780).

According to the report the involuntary petition filed by Lake
Avenue Capital LLC describes how Direct Access owned a broker-
dealer.  After the arrests, the Securities and Exchange Commission
filed a civil suit alleging the broker was involved in a kickback
scheme "involving more than $66 million in illegal profits and
bribes."

The Bloomberg report discloses that the broker ceased operations,
according to Lake Avenue.  Lake Avenue wants the bankruptcy court
in Manhattan to appoint a trustee at a hearing on June 3, even
before Direct Access is officially in bankruptcy.  A call to
Direct Access for comment on the filing wasn't returned.


DOBSON LAND: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: Dobson Land Company LLC
        1030 Main Street
        Kimball, TN 37380

Bankruptcy Case No.: 13-12571

Chapter 11 Petition Date: May 28, 2013

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: David J. Fulton, Esq.
                  SCARBOROUGH, FULTON & GLASS
                  701 Market Street, Suite 1000
                  Chattanooga, TN 37402
                  Tel: (423) 648-1880
                  Fax: (423) 648-1881
                  E-mail: djf@sfglegal.com

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

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

The list of 20 largest unsecured creditors only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Louise B. Dobson                                 Unknown
1020 Waterfront Place
Kimball, TN 37347

The petition was signed by Louise Dobson, member/manager.


DUCOMMUN INC: S&P Raises Rating on $60MM Revolver Debt to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Ducommun Inc.  The outlook is stable.
At the same time, S&P raised the rating on the company's secured
credit facility, which consists of a $60 million revolver and an
originally $190 million term loan ($155 million as of March 30,
2013), to 'BB' from 'BB-'.  S&P revised the recovery rating on
this debt to '1' from '2', reflecting expectations of very high
(90%-100%) recovery in the event of a payment default.  S&P also
affirmed the 'B-' issue rating on the company's $200 million
unsecured notes.  The '6' recovery is unchanged and reflects
expectations of negligible (0%-10%) recovery.

"Standard & Poor's ratings on Carson, Calif.-based Ducommun
reflect our expectations that growing earnings and cash flow will
enable the company to reduce debt used for the LaBarge
acquisition, resulting in gradually improving credit measures,"
said Standard & Poor's credit analyst Christopher DeNicolo.  "We
assess Ducommun's business risk profile as "weak," given its
modest size compared with some competitors and our expectation of
flat to declining defense spending over the next few years.  Good
program and customer diversity partly offset these factors.  We
view the company's financial risk as "aggressive," reflecting
weak, albeit improving, credit protection measures after the
largely debt-financed LaBarge acquisition and "adequate"
liquidity, under our criteria," S&P noted.

S&P expects debt to EBITDA to fall below 4.5x and funds from
operations (FFO) to debt to improve to more than 15% in the next
12 months as the strong commercial aircraft market, improving
margins, and debt reduction offset lower projected U.S. defense
spending and weakness in the industrial and natural resource
segments.  Ducommun acquired LaBarge in June 2011 for about
$340 million, which it funded from internally generated cash,
senior notes, and a new credit facility.  The acquisition weakened
credit metrics, but they have since improved because of the
earnings contributions from LaBarge and about $35 million of debt
reduction.  S&P do not expect the company to make further material
debt-financed acquisitions until it reduces its leverage.

S&P expects revenues to grow only modestly for the next few years
as Boeing Co. and Airbus SAS increase production on most models to
bring down huge order backlogs, offsetting weaker military demand
because of pressures on the U.S. defense budget and weakness in
its industrial and natural resource segment.  S&P expects defense
spending (about 51% of sales) to stay under pressure and demand
from the regional and general aviation markets to remain weak, but
prospects for commercial aerospace (27%) will likely continue to
be strong as Boeing and Airbus increase production rates on most
models.  The other end markets (22%) have good long-term growth
prospects but are more cyclical than defense, and Ducommun doesn't
have experience operating in these markets.

S&P expects the company's EBITDA margins to be about 12%--in line
with most aerospace and defense suppliers, with some modest
improvement possible because of higher volumes and efforts to
reduce costs and improve operating efficiency.  The top commercial
aerospace programs are the Boeing 737 and 777, both popular
jetliners that are increasing production.  The top defense
programs include a mix of military helicopter, missile, and radar
programs with good near-term prospects, as well as some programs
that will likely be ending in the next few years, such as the C-17
cargo plane.

The outlook is stable.  S&P expects the company's revenue and
earnings to benefit from strong demand in the commercial aerospace
segment, offset by U.S. defense spending cuts and weaker non-
aerospace and defense revenues.  Further, S&P believes Ducommun's
use of free cash flow to reduce debt should enable it to maintain
credit protection measures that are appropriate for the rating,
with gradual improvement likely over the next 12-24 months.

S&P do not expect to raise its ratings on Ducommun over the next
year, but it could do so if earnings and cash flows increase more
than it expects, resulting in debt to EBITDA below 3.5x and FFO to
debt above 20%.

A downgrade is unlikely in the next 12 months, but S&P could lower
the ratings if the company makes additional debt-financed
acquisition and if weakness continues in key markets, or if any
significant, adverse changes in U.S. defense spending priorities
lead to FFO to total debt consistently less than 10% and debt to
EBITDA increasing more than 5x.


EDISON MISSION: Refinancing Wind-Power Unit Viento
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that independent power producer Edison Mission Energy is
refinancing non-bankrupt subsidiary Viento Funding II Inc.  The
new loan will provide a larger credit, allow Viento to provide
money to EME, and remove EME's bankruptcy as a default on Viento's
loan.

According to the report, Viento owns all or part of three wind-
power project.  The existing loan, from Portigon AG, New York
Branch, includes a $227 million term loan and a $5.2 million
working capital facility.  Currently, $191.4 million is
outstanding on the term loan.  At a June 19 hearing in U.S.
Bankruptcy Court in Chicago, EME will ask the court's permission
to take down replacement financing with new lenders as yet not
identified.

The report notes that the new loan would include a $211 million
term loan and an $8.5 million working capital facility.  When the
new loan is drawn, Viento will funnel $20 million to EME.  Viento
will be able to service the loan from its own income, court papers
say.  Unlike the existing loan, the new facility will allow Viento
to provide further monies to EME in the future, and EME's
bankruptcy will no longer be an event of default on Viento's loan.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by the law firms Akin Gump and Perkins
Coie.  The Committee also has tapped Blackstone Advisory Partners
as investment banker and FTI Consulting as financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until December
2014 to receive benefits from a tax-sharing agreement with parent
Edison International Inc.


ELCOM HOTEL: Hiring of Manager, Professionals Approved
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Elcom Hotel & Spa LLC, et al., to employ Brad Hayden of
The Benchmark Management Company as management company of Elcom
Hotel's spa, restaurant, hotel units, and common areas located at
what is known as One Bal Harbour, which is operated as a five-star
resort.

Benchmark will, among other things,:

   a. supervise and direct the management and operations of the
      Hotel and the Shared Facilities;

   b. employ all employees working in or about the Hotel and the
      Shared Facilities; and

   c. hire, train, promote, discharge and supervise the work of
      the management staff (i.e., general manager, assistant
      managers and department heads) of the Hotel and supervise
      through said management staff the recruiting, hiring,
      promoting, discharging and work of all other operating and
      service employees performing services in or about the Hotel
      and the Shared Facilities.

Benchmark has agreed to perform the services at the ordinary and
usual monthly rate of 3 percent of hotel revenues for services
rendered with respect to management and operation of the Hotel and
$15,000 per calendar month for services rendered with respect to
management and operation of the Shared Facilities.

The Bankruptcy Court also authorized the Debtors to employ Barry
E. Mukamal and Marcum, LLP as accountants and financial Advisors.
The hourly rates for Marcum professionals range from $145 to
$475 and the rates for para-professionals range from $75 to $135.

Moreover, the bankruptcy judge authorized the Debtors to employ
Paul D. Breitner as special litigation counsel.

The Debtors also obtained approval to enter into an agreement with
Pistorino & Alam, Consulting Engineers, Inc.  P&A is authorized to
perform the engineering services for Elcom Hotel.

According to the Debtors, the exterior of the property is in need
of painting and waterproofing.  10295 Collins Avenue, Residential
Condominium Association, Inc. and 10295 Collins Avenue, Hotel
Condominium Association, Inc., have requested that the project be
given priority by Elcom Hotel.

The hourly rates of P&A personnel are:

         Principal Engineer               $225
         Assoc. Engineer/Architect        $175
         Licensed Engineer/Architect      $150
         Staff Arch./Engineers            $125
         Field Inspector, contractor       $95
         CAD Drafts Person                 $65
         Technician                        $50
         Project Support                   $40

                         About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel estimated assets and liabilities of less than
$50 million. The Debtor owes OBH Funding, LLC, $1.8 million on
a mortgage and F9 Properties, LLC, formerly known as ANO, LLC,
$9 million on a mezzanine loan secured by a lien on the ownership
interests in the project's owner.  OBH Funding and ANO are owned
by Thomas D. Sullivan, the manager of the Debtors.

Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as
bankruptcy counsel to the Debtor.  Duane Morris LLP is the special
litigation, real estate, and hospitality counsel.  Algon Capital,
LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief
Restructuring Officer.

The United States Trustee has said it will not appoint an official
committee of unsecured creditors for Elcom Hotel pursuant to
11 U.S.C. Section 1102 until further notice.


ENERGYSOLUTIONS INC: Terminates Offerings Under Plans
-----------------------------------------------------
EnergySolutions, Inc., filed with the Securities and Exchange
Commission:

   (1) Registration Statement No. 333-147404 filed on Nov. 15,
       2007, pertaining to the offering by the Company of up to
       10,440,000 shares of the Company's common stock, par value
       $0.01 per share, under the EnergySolutions, Inc., 2007
       Equity Incentive Plan; and

   (2) Registration Statement No. 333-182773 filed on July 20,
       2012, pertaining to the offering by the Company of up to
       2,000,000 shares of Common Stock under the EnergySolutions,
       LLC 401(k) Profit Sharing Plan.

On May 24, 2013, pursuant to the Agreement and Plan of Merger,
dated as of Jan. 7, 2013, as amended on April 5, 2013, by and
among Rockwell Holdco, Inc., Rockwell Acquisition Corp., and the
Company, Merger Sub merged with and into the Company with the
Company surviving as a wholly owned subsidiary of Parent.

In connection with the transactions contemplated by the Merger
Agreement, the offering of the Company's securities pursuant to
the Registration Statements has been terminated as of May 24,
2013.

                        About EnergySolutions

Salt Lake City, Utah-based EnergySolutions offers customers a full
range of integrated services and solutions, including nuclear
operations, characterization, decommissioning, decontamination,
site closure, transportation, nuclear materials management, the
safe, secure disposition of nuclear waste, and research and
engineering services across the fuel cycle.

EnergySolutions reported net income of $3.92 million in 2012, as
compared with a net loss of $193.64 million in 2011.  The
Company's balance sheet at March 31, 2013, showed
$2.61 billion in total assets, $2.33 billion in total liabilities,
and $282.78 million in total stockholders' equity.

                         Bankruptcy Warning

"Our senior secured credit facility contains financial covenants
requiring us to maintain specified maximum leverage and minimum
cash interest coverage ratios.  The results of our future
operations may not allow us to meet these covenants, or may
require that we take action to reduce our debt or to act in a
manner contrary to our business objectives.

"Our failure to comply with obligations under our senior secured
credit facility, including satisfaction of the financial ratios,
would result in an event of default under the facilities.  A
default, if not cured or waived, would prohibit us from obtaining
further loans under our senior secured credit facility and permit
the lenders thereunder to accelerate payment of their loans and
not renew the letters of credit which support our bonding
obligations.  If we are not current in our bonding obligations, we
may be in breach of our contracts with our customers, which
generally require bonding.  In addition, we would be unable to bid
or be awarded new contracts that required bonding.  If our debt is
accelerated, we currently would not have funds available to pay
the accelerated debt and may not have the ability to refinance the
accelerated debt on terms favorable to us or at all particularly
in light of the tightening of lending standards as a result of the
ongoing financial crisis.  If we could not repay or refinance the
accelerated debt, we would be insolvent and could seek to file for
bankruptcy protection.  Any such default, acceleration or
insolvency would likely have a material adverse effect on the
market value of our common stock," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

As reported in the Jan. 9, 2013 edition of the TCR, Standard &
Poor's Ratings Services placed its ratings, including its 'B'
corporate credit rating, on EnergySolutions on CreditWatch with
developing implications.

"The CreditWatch placement follows EnergySolutions' announcement
that it has entered into a definitive agreement to be acquired by
a subsidiary of Energy Capital Partners II," said Standard &
Poor's credit analyst Jim Siahaan.

EnergySolutions is permitted to engage in discussions with other
suitors, which may include other financial sponsors or strategic
buyers.


ENDEAVOUR INTERNATIONAL: Eliminates Classified Board Structure
--------------------------------------------------------------
The board of directors of Endeavour International Corporation
approved an amendment to the Amended and Restated Bylaws of the
Company.  The Amendment eliminates the classified structure of the
Board over a period of three years.

Specifically, the Amendment provides that effective at the
Company's annual meeting of stockholders in 2014, 2015 and 2016,
the Class I, Class II and Class III classifications, respectively,
of the Board will terminate.  Upon termination of each of the
three Classes, each of the directors whose Class has terminated
may be elected to serve as a director on an annual basis.  Upon
termination of all three classes of directors, the entire Board
will be elected annually.  Each current director will continue as
a director of the Class of which he or she is a member until the
expiration of his or her current term or until his or her earlier
death, resignation, retirement, disqualification or removal in
accordance with the provisions of the Bylaws.

A copy of the Amended ByLaws is available for free at:

                         http://is.gd/rfQXcE

                     About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million on $219.05 million of revenue, as compared with
a net loss of $130.99 million on $60.09 million of revenue during
the prior year.  The Company's balance sheet at March 31, 2013,
showed $1.50 billion in total assets, $1.36 billion in total
liabilities, $43.70 million in series C preferred stock, and
$90.30 million in total stockholders' equity.

                           *    *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.

ENVIRONMETAL SOLUTIONS: Incurs $631K Net Loss in First Quarter
--------------------------------------------------------------
Environmental Solutions Worldwide, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $630,685 on
$1.5 million of revenue for the three months ended March 31, 2013,
compared with a net loss of $426,071 on $2.5 million of revenue
for the same period last year.

The Company's balance sheet at March 31, 2013, showed
$6.2 million in total assets, $3.7 million in total liabilities,
and stockholders' equity of $2.5 million.

According to the regulatory filing, the Company has sustained
recurring operating losses.  "As of March 31, 2013, the Company
had an accumulated deficit of $55,141,063 and cash and cash
equivalents of $1,572,441.  During the last two fiscal years there
were significant changes made to ESW's business.  These changes in
operations, the relocation of the Company's operations, and the
current prevailing economic conditions all create uncertainty in
the operating results and, accordingly, there is no assurance that
the Company will be successful in generating sufficient cash flow
from operations or achieving profitability in the near future.  As
a result, there is substantial doubt regarding the Company's
ability to continue as a going concern."

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

Montgomerville, Pa.-based Environmental Solutions Worldwide, Inc.,
through its wholly-owned subsidiaries is engaged in the design,
development, manufacturing and sales of emissions control
technologies.  ESW also provides emissions testing and
environmental certification services with its primary focus on the
North American on-road and off-road diesel engine, chassis and
after-treatment market.  ESW currently manufactures and markets a
line of catalytic emission control and enabling technologies for a
number of applications focused on the retrofit market.


EVERGREEN OIL: Wants to Hire Buxbaum HCS as Financial Advisor
-------------------------------------------------------------
Evergreen Oil, Inc., asked the U.S. Bankruptcy Court for the
Central District of California for permission to employ Buxbaum
HCS, LLC as financial advisor.

The Debtors, with the assistance of their proposed exclusive
investment banker, Cappello Capital Corp., intend to market and
sell EEHI's stock in EOI, or, subject to certain conditions, all
or substantially all of EOI's operating assets to a qualified
buyer.  The proceeds of the sale of EEHI's stock in EOI will then
be used to repay EOI's creditors.

Buxbaum will, among other things:

   a. assist the Debtors with the preparation of their schedules
      of assets and liabilities and statements of financial
      affairs;

   b. prepare financial reports and other documents required by
      the Office of the U.S. Trustee, including, without
      limitation, monthly operating reports and disbursement
      reports; and

   c. assist the Debtors and their staff in compiling due
      diligence materials in connection with the marketing and
      sale of the assets;

James L. Buxbaum, a chief executive officer of Buxbaum, tells the
Court that the Debtors proposes to pay Buxbaum a postpetition
"evergreen" retainer of $25,000, which will be maintained during
the period that Buxbaum is providing services to the Debtors and
their estates.  The Debtors will also make weekly payments to
Buxbaum for services rendered during the preceeding week(s), in
accordance with the budget approved by the DIP Lender and the
Court.  Buxbaum will be permitted to draw down from the retainer
to pay for services rendered to the Debtors.

Anthony Fidaleo and Clegg Porter will be the professionals
primarily responsible for providing financial advisory services to
the Debtors.  The hourly rates for both Mr. Fidaleo and Mr. Porter
is $175.

Mr. Buxbaum assures the Court that Buxbaum is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Evergreen Oil

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

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

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

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


EXCEL MARITIME: Non-Filing of Form 20-F Prompts NYSE Notice
-----------------------------------------------------------
Excel Maritime Carriers Ltd. received a letter from NYSE on
May 16, 2013, notifying the Company that it is currently not in
compliance with Rule 802.01E of the NYSE Listed Company Manual
because it had not filed its annual report on Form 20-F for the
period ended Dec. 31, 2012, in a timely manner.  Under the NYSE
rules, the Company has until Nov. 15, 2013, to file its annual
report on Form 20-F, subject to continuing oversight and
monitoring by the NYSE.  As previously announced, the Company has
not filed its Form 20-F due to ongoing restructuring discussions
with its lenders as well as investors and strategic parties.

                        About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.


FAIRWEST ENERGY: Alberta Court Extends CCAA Stay Until July 3
-------------------------------------------------------------
FairWest Energy Corporation on May 31 disclosed that an Order was
obtained on May 28, 2013 from the Court of Queen's Bench of
Alberta extending the stay of proceedings granted to FairWest
under the Companies' Creditors Arrangement Act to July 3, 2013.

The May 28 Order also provides for an increase in maximum amount
available under the debtor-in-possession financing facility with
Supreme Group Inc. to $1,765,000.

FairWest also disclosed on May 31 that its board of directors have
resigned.  As a result of the resignation of the directors, the
May 28 Order grants PricewaterhouseCoopers Inc., the court-
appointed monitor of FairWest with additional powers to, among
other things, select the successful bid from amongst the bids
submitted pursuant to the Sale and Investment Solicitation Process
set out by Order of the Court dated March 19, 2013 and oversee and
direct the completion of the transaction contemplated by the
successful bid.

FairWest also disclosed that Doug McNichol has resigned as
President and Chief Operating Officer of FairWest.  FairWest
thanks Mr. McNichol for his service and contribution to FairWest,
particularly during the CCAA proceedings and wishes him all the
best in his future endeavours.  In addition, Marion Mackie has
resigned as Chief Financial Officer of FairWest, however, pursuant
to the May 28 Order, Mrs. Mackie has been appointed as the Chief
Restructuring Officer for FairWest.  The CRO is authorized to
operate and carry on the business of FairWest during the CCAA
proceedings.

                       About FairWest Energy

FairWest is a Calgary, Alberta based junior oil and gas company
engaged in the acquisition, exploration, development and
production of crude oil, natural gas and natural gas liquids in
the provinces of Alberta and Saskatchewan.

FairWest an Initial Order on Dec. 12, 2012 from the Court of
Queen's Bench of Alberta granting relief to FairWest under the
Companies' Creditors Arrangement Act ("CCAA") and appointing
PricewaterhouseCoopers Inc. as the monitor.


FIDELITY NATIONAL: Fitch Affirms 'BB+' Sr. Unsecured Debt Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Fidelity National Financial, Inc.'s
Issuer Default Rating (IDR) at 'BBB-' and senior unsecured debt at
'BB+.' Fitch has also affirmed the Insurer Financial Strength
(IFS) of FNF's title insurance companies at 'BBB+.' The Rating
Outlook for all ratings is Stable.

Key Rating Drivers

The affirmation follows both FNF's recent announcement that it
plans to acquire Lender Processing Services, Inc. (LPS) for $2.9
billion, as well as Fitch's periodic annual review of FNF's
ratings. FNF plans on financing the acquisition, which is expected
to close in fourth quarter 2013, with approximately 50% common
equity and 50% debt.

The affirmation reflects expected increased financial leverage,
reduced financial flexibility, and reduced quality of holding
company capital at FNF on a proforma basis post acquisition,
offset by recent improvements in the statutory capitalization of
FNF's title insurance subsidiaries.

As of March 31, 2013 FNF reported financial leverage of 22% and
tangible financial leverage, which excludes goodwill from equity,
of 33%. On a proforma basis, financial and tangible financial
leverage increase to 33% and 67%, respectively. Although Fitch
believes that FNF will actively seek to reduce financial leverage
closer to FNF's stated long term target of 25% the additional
goodwill the LPS transaction generates significantly alters the
quality of capital.

Fitch maintains its concern about FNF's aggressive capital
management strategy based on its willingness to periodically lever
up the balance sheet to fund acquisitions, which Fitch views as a
limiting factor to the company's rating. While FNF has been
successful to date in most of its acquisitions, past success does
not guarantee future success.

Offsetting some of the integration risk tied to the LPS
acquisition is the fact LPS was formerly owned and spun off by
FNF. If properly executed this transaction will diversify earnings
and be an additional source of cash flow.

FNF's title insurance subsidiaries have sustained profitability
during the current difficult economic conditions, and have
materially improved their capital positions. Fitch estimates that
FNF's Risk Adjusted Capital (RAC) score for year end 2012 to be
161% a significant improvement from prior year's score of 111%.
The improvement is attributable mainly to a 52% increase in
statutory surplus.

Most of Fidelity's improved surplus in 2012 was derived from
earnings. However, accounting changes and deferred tax assets
accounted for approximately 20 percentage points of the RAC score
improvement. Additionally, Fitch adjusted Fidelity's stated
surplus by $65 million after tax to reflect its view of the
company's statutory reserve redundancy, which accounted for 10
percentage points of its RAC score. No such benefit was recognized
in the prior year.

FNF has a dominant position in title insurance accounting for
approximately 33% of the U.S. title insurance market. This scale
coupled with an aggressive cost management focus has allowed FNF
to be one of the most profitable title insurance companies. For
full year 2012, FNF reported a GAAP combined ratio of 89.2% and a
consolidated GAAP pretax margin of 9.4%.

For first quarter 2013 FNF reported a consolidated GAAP pretax
operating margin of 6.9% down from first quarter of 2012 which
reported an 8.5%. However, from a title insurance perspective FNF
reported a pretax operating profit of $171 million or a 12.3%
margin, the strongest first quarter since 2004.

The Stable Outlook reflects Fitch's view that FNF will continue to
operate profitably despite the challenges faced by the title
insurance industry. Specifically, mortgage originations are
forecast to fall during 2013, placing added pressure on title
insurance margins.

Rating Sensitivities

The following is a list of key rating drivers that could lead to
an upgrade:

-- Sustained performance of operating company capital in line
   with Fitch's guidelines for 'A' IFS category title insurers,
   which includes a RAC score of approximately 140% and net
   leverage below 6.0x.

-- Sustained calendar and accident year profitability.

-- Sustained improvement in EBIT based interest coverage of 7.0x
   or higher.

The following is a list of key rating drivers that could lead to a
downgrade:

-- An absolute RAC score below 105% or deterioration in
   capitalization such as net leverage above 7.5x.

-- Inability to move financial leverage below 30% on a post LPS
   acquisition basis, by yearend 2015.

-- A significant write down in goodwill or signs that indicate a
   potential write down of goodwill is possible.

-- Deterioration in earnings, primarily measured by consolidated
   pretax GAAP margins, at a pace greater than peer averages.

-- Sustained material adverse reserve development.

-- Any additional acquisition that makes a meaningful change to
   the company's profile, particularly one that increases
   financial leverage.

Fitch has affirmed the following ratings with a Stable Outlook:

Fidelity National Financial, Inc.
-- IDR at 'BBB-';

-- $300 million 4.25% convertible senior note maturing Aug. 15,
   2018 at 'BB+';

-- $300 million 6.6% senior note maturing May 15, 2017 at 'BB+';

-- $400 million 5.5% senior note maturing September 1, 2022 at
   'BB+'
-- Four year $800 million unsecured revolving bank line of credit
   due April 16, 2016 at 'BB+'.

Fidelity National Title Ins. Co.
Alamo Title Insurance Co. of TX
Chicago Title Ins. Co.
Commonwealth Land Title Insurance Co.

-- IFS ratings at 'BBB+'.


FORESIGHT ENERGY: S&P Revises Outlook to Pos. & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on St. Louis-based Foresight Energy LLC to positive from
stable.  At the same time, S&P affirmed all existing ratings,
including its 'B' corporate credit rating, on the company.

"The positive outlook reflects our view that Foresight's credit
measures in the coming year, despite difficult industry
conditions, are likely to improve," said Standard & Poor's credit
analyst Marie Shmaruk.

The positive outlook reflects S&P's view that Foresight should be
able to sustain its improved operating performance and maintain
its financial performance based on S&P's assumption that it will
sell about 20 million tons of coal in 2013 and about 25 million
tons in 2014 at between $40 and $45 per ton, net of
transportation, while maintaining costs of $20 to $25 per ton.
This reflects S&P's view that domestic coal markets are gradually
improving, allowing the company to sell at the anticipated prices.

S&P could raise the ratings if coal markets improve and the
company is able to meet the expected levels of sales and
production and maintains its trend of improving credit metrics,
specifically debt to EBITDA, as adjusted, below 4x and FFO to
total debt greater than 20%.

S&P could lower the ratings if coal markets deteriorate further,
causing the company to have difficulty in finding customers for
its coal and average prices to drop below $40 per ton, which could
inhibit cash flow and lead to tighter liquidity.  S&P ascribes a
lower probability to this scenario.


FREESEAS INC: Issues 200,000 Add'l Settlement Shares to Hanover
---------------------------------------------------------------
The Supreme Court of the State of New York, County of New York,
entered an order approving, among other things, the fairness of
the terms and conditions of an exchange pursuant to Section
3(a)(10) of the Securities Act of 1933, as amended, in accordance
with a stipulation of settlement between FreeSeas Inc., and
Hanover Holdings I, LLC, in the matter entitled Hanover Holdings
I, LLC v. FreeSeas Inc., Case No. 153183/2013.  Hanover commenced
the Action against the Company on April 8, 2013, to recover an
aggregate of $1,792,416 of past-due accounts payable of the
Company, plus fees and costs.  The Order provides for the full and
final settlement of the Claim and the Action.  The Settlement
Agreement became effective and binding upon the Company and
Hanover upon execution of the Order by the Court on April 17,
2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on April 17, 2013, the Company issued and delivered to
Hanover 560,000 shares of the Company's common stock, $0.001 par
value, and, as previously reported, between April 22, 2013, and
May 16, 2013, the Company issued and delivered to Hanover an
aggregate of 2,060,000 Additional Settlement Shares.

The Settlement Agreement provides that the Initial Settlement
Shares will be subject to adjustment on the trading day
immediately following the Calculation Period to reflect the
intention of the parties that the total number of shares of Common
Stock to be issued to Hanover pursuant to the Settlement Agreement
be based upon a specified discount to the trading volume weighted
average price of the Common Stock for a specified period of time
subsequent to the Court's entry of the Order.

The Settlement Agreement provides that in no event will the number
of shares of Common Stock issued to Hanover or its designee in
connection with the Settlement Agreement, when aggregated with all
other shares of Common Stock then beneficially owned by Hanover
and its affiliates, result in the beneficial ownership by Hanover
and its affiliates at any time of more than 9.99 percent of the
Common Stock.

Since the issuance of the Initial Settlement Shares and Additional
Settlement Shares, on May 22, 2013, Hanover demonstrated to the
Company's satisfaction that it was entitled to receive 200,000
Additional Settlement Shares based on the adjustment formula
described above, and that the issuance of such Additional
Settlement Shares to Hanover would not result in Hanover exceeding
the beneficial ownership limitation.  Accordingly, on May 22,
2013, the Company issued and delivered to Hanover 200,000
Additional Settlement Shares pursuant to the terms of the
Settlement Agreement approved by the Order.

                         About FreeSeas Inc.

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

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

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

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


FREESEAS INC: Issues 594 Final Settlement Shares to Hanover
-----------------------------------------------------------
The Supreme Court of the State of New York, County of New York,
entered an order on April 17, 2013, approving, among other things,
the fairness of the terms and conditions of an exchange pursuant
to Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with a stipulation of settlement between FreeSeas Inc.,
and Hanover Holdings I, LLC, in the matter entitled Hanover
Holdings I, LLC v. FreeSeas Inc., Case No. 153183/2013.  Hanover
commenced the Action against the Company on April 8, 2013, to
recover an aggregate of $1,792,416 of past-due accounts payable of
the Company, plus fees and costs.  The Order provides for the full
and final settlement of the Claim and the Action.  The Settlement
Agreement became effective and binding upon the Company and
Hanover upon execution of the Order by the Court on April 17,
2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on April 17, 2013, the Company issued and delivered to
Hanover 560,000 shares of the Company's common stock, $0.001 par
value, and, as previously reported, between April 22, 2013, and
May 22, 2013, the Company issued and delivered to Hanover an
aggregate of 2,260,000 Additional Settlement Shares.

The Settlement Agreement provides that the Initial Settlement
Shares will be subject to adjustment on the trading day
immediately following the Calculation Period to reflect the
intention of the parties that the total number of shares of Common
Stock to be issued to Hanover pursuant to the Settlement Agreement
be based upon a specified discount to the trading volume weighted
average price of the Common Stock for a specified period of time
subsequent to the Court's entry of the Order.

The Calculation Period expired on May 23, 2013.  Based on the
adjustment formula, Hanover was entitled to receive an aggregate
of 2,820,594 VWAP Shares.  Accordingly, since Hanover had received
an aggregate of only 2,820,000 Initial Settlement Shares and
Additional Settlement Shares, on May 24, 2013, the Company issued
and delivered to Hanover 594 additional shares of Common Stock
pursuant to the terms of the Settlement Agreement approved by the
Order.  No additional shares of Common Stock are issuable to
Hanover pursuant to the Settlement Agreement.

                        About FreeSeas Inc.

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

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

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

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


FRIENDSHIP DAIRIES: Raymond Hunter Okayed as Dairy Consultant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Friendship Dairies to modify employment of Raymond
Hunter, Ph.D. and Emerald Agriculture as agricultural business
consultant.

By previous order, the Court had approved the employment of
Emerald Agriculture and, more particularly, Mr. Hunter as a
consultant jointly for the Debtor and the Official Committee of
Unsecured Creditors.  With Dr. Hunter having completed his
assignment jointly for the Debtor and the Committee, the Debtor
sought to modify Dr. Hunter's employment to serve as a dairy
consultant for the Debtor and to assist in the preparation and
confirmation of its plan of reorganization.

The Debtor is authorized to tender Emerald Agriculture a deposit
to be held as security toward future compensation in the amount of
a $10,000.  The deposit is to be held and not applied until
allowed fees are approved by the Court.

AgStar Financial Services, FLCA had filed an objection to the
Debtor's motion.

                    About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor operates a dairy near Hereford, Deaf Smith County, Texas.
The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


GELT PROPERTIES: Wins OK to Tap Nochumson for Craig Atkins Suit
---------------------------------------------------------------
Gelt Properties, LLC, et al., sought and obtained approval from
the U.S. Bankruptcy Court for the Eastern District of Pennsylvania
to employ Nochumson P.C. as its special counsel to represent its
interests in the pending Craig Atkins and Penco Appraisals, Inc.
et al., legal matters.

Prepetition, Nochumson has represented the Debtors in various
legal matters, and as of the Petition Date, no outstanding fees
were owed by the Debtors for the services.

To the best of the Debtors' knowledge, Nochumson has no connection
with the Debtors and is not an insider or affiliate of the
Debtors.

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.  Craig
Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.

The Debtors's amended Plan of Reorganization dated March 16, 2012,
provides that all assets of the Debtors will be sold and
liquidated, rented or leased, developed and maintained, in the
ordinary course of the Debtors' business.  The Debtors note that
the proposed Plan envisions the utilization of management talents,
commitment and an existing infrastructure to restructure existing
debt, liquidate unprofitable properties and meaningfully shift
focus to its growing REO portfolio.


GENERAL MOTORS: Defends $367MM Hedge Fund Deal in Bankruptcy Fight
------------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that General Motors LLC
urged a judge to uphold a pivotal $367 million settlement its
predecessor inked with hedge fund bondholders as it slipped into
bankruptcy, stressing that it has intervened to protect its
Canadian subsidiary and not on behalf of the hedge funds.

According to the report, a trust created for unsecured creditors
of the former General Motors Corp., or Old GM, sued in bankruptcy
court last year to void the 2009 settlement that paid the hedge
funds $367 million in cash.

                       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.


GFL ENVIRONMENTAL: S&P Assigns 'B+' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+' long-
term corporate credit rating to Toronto-based GFL Environmental
Corp.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' issue-level
rating (the same as the corporate credit rating on GFL) and '4'
recovery rating to the company's proposed C$200 senior unsecured
notes.  A '4' recovery rating indicates S&P's expectation of
average (30%-50%) recovery in a default scenario.

"The rating on GFL reflects our view of the company's narrow scope
of activities and limited geographic diversity, profitability that
is weaker than that of its rated peers, and an aggressive growth
strategy we expect to include acquisitions," said Standard &
Poor's credit analyst Jamie Koutsoukis.  "Providing some offset to
these factors is the essential nature of the services provided,
relatively strong and reliable cash flows, and considerable
resilience to economic swings in the residential and commercial
segments," Ms. Koutsoukis added.

GFL is an environmental services company providing solid and
liquid waste collection, treatment, and disposal solutions, as
well as soil treatment services to the municipal, industrial, and
commercial sectors.

The stable outlook on GFL reflects S&P's expectation that the
company will generate stable cash flow from its businesses, of
which a large portion is contracted, and will not experience any
operating challenges that result in reduced margins.  Furthermore,
the outlook incorporates S&P's expectation that management is
committed to maintaining its financial risk profile and will keep
adjusted debt to EBITDA below 4.5x and funds from operations (FFO)
to adjusted debt above 15%.

S&P could lower the rating on GFL if its financial measures
deteriorate from its current expectations with adjusted debt to
EBITDA moving above 4.5x or if FFO to debt falls below 12% on a
sustained basis.  This could occur if the company increases
leverage either through debt-financed acquisitions or aggressive
debt-funded internal growth.  An upgrade is constrained by GFL's
financial sponsor ownership as per S&P's criteria.


GMX RESOURCES: Unsecured Creditors Committee Taps Attorneys
-----------------------------------------------------------
The Official Unsecured Creditors' Committee in the Chapter 11
cases of GMX Resources Inc., et al., asks the U.S. Bankruptcy
Court for the Western District of Oklahoma for permission to
retain Winston & Strawn LLP as its counsel; and Hall, Estill,
Hardwick, Gable, Golden & Nelson, P.C., as its special and local
counsel.

                        Winston Strawn

Winston & Strawn has indicated a willingness to act on behalf
of, and render services to, the Committee.  The hourly rates of
Winston & Strawn are:

         Partners                     $625 - $1,120
         Associates                   $370 -   $695
         Paralegals                   $160 -   $335
         Practice Support             $130 -   $510

James Donnell, Justin Rawlins, Greg Martin, and Courtney Schoch
will be the attorneys primarily responsible for the engagement and
their hourly rates are: (i) Mr. Donnell's hourly rate of $895 will
be capped at $716 during Winston & Strawn's representation of the
Committee; (ii) Mr. Rawlins', Mr. Martin's, and Ms Schoch's hourly
rates are $630, $525, and $390, respectively.  In addition,
Winston & Strawn attorneys will not charge for legal fees incurred
in travelling to or from the Bankruptcy Court.

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

                            Hall Estill

Hall Estill will, among other things:

   a. advise the Committee on its rights, obligations, and powers
      in the case;

   b. appear before the Court and others on the Committee's behalf
      on all matters involving the Debtors or the cases; and

   c. assist the Committee and lead counsel in investigating and
      analyzing the acts, liabilities, and financial condition of
      the Debtors, the Debtors' assets and business operations,
      including disposition of those assets, and any other matters
      relevant to the case and the interests of unsecured
      creditors.

The hourly rates of Hall Estill's personnel are:

         Shareholders                    $230 - $375
         Associates                      $170 - $230
         Paralegals                      $105 - $150

Hall Estill's primary team on this particular engagement and their
hourly rates are:

         Steven W. Soule                     $350
         Bonnie N. Hackler                   $275
         Larry Ball                          $325
         Jennifer Castillo                   $230
         Conor P. Cleary                     $185

To the best of the Committee's knowledge, Hall Estill does not
represent any interest adverse to the Committee, the estate, the
U.S. Trustee, or any person employed by the Office of the U.S.
Trustee.

                    Creditors Committee Members

According to an April 16 filing by the U.S. Trustee, the members
of the Creditors Committee are:

      1. Bank of New York Mellon
         Attn: Dennis Roemlein
         601 Travis Street, 16th Floor
         Houston, TX 77002
         Tel: (713) 483-6531

      2. Penn Virginia Corporation
         Attn: John Brooks
         840 Gessner, Suite 800
         Houston, TX 77024
         Tel: (713) 722-6545

      3. MBI Energy Logistics LLC
         Attn: Tony Hauck
         12980 35th Street SW
         Belfield, ND 58622
         Tel: (701) 575-8242

      4. Pyramid Tubular Products, L.P.
         Attn: Kenneth Richmond
         2 Northpoint Drive, Suite 610
         Houston, TX 77060
         Tel: (281) 405-8090

      5. C&J Energy Services, Inc.
         Attn: Mark Cashiola
         10375 Richmond Ave, Suite 1910
         Houston, TX 77042
         Tel: (713) 260-9910

      6. Dual Trucking and Transport, LLC
         Attn: Walter Berry
         P.O. Box 590
         Houma, LA 70361
         Tel: (985) 223-8878

      7. American Stock Transfer & Trust Company, LLC
         Attn: Karishma Kadian
         6201 15th Avenue
         Brooklyn, NY 11219
         Tel: (718) 921-8180

      8. Cudd Pumping Services
         Attn: Allyson Lyons
         8032 Main Street
         Houma, LA 70360
         Tel: (985) 853-5825

      9. Regency Intrastate Gas, LP
         Attn: Stephen Reilly
         2001 Bryan Street, Suite 3700
         Dallas, TX 75201
         Tel: (214) 840-5605

                      About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets, $467.64 million in total liabilities and
a $124.49 million total deficit.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders
can buy the business in exchange for $324.3 million in first-lien
notes.

GMX missed a payment due in March 2013 on $51.5 million in second-
lien notes.  Other principal liabilities include $48.3 million in
unsecured convertible senior notes.

The DIP financing provided by senior noteholders requires court
approval of a sale within 75 days following approval of sale
procedures. The lenders and principal senior noteholders include
Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors
Inc. and Whitebox Advisors LLC.

The Official Committee of Unsecured Creditors tapped Winston &
Strawn LLP as its counsel.


GMX RESOURCES: Hearing Today on Bid for $3.32MM Bonuses
-------------------------------------------------------
GMX Resources Inc., and its debtor affiliates seek authority from
the U.S. Bankruptcy Court for the Western District of Oklahoma to
pay severance to terminated employees and implement a key employee
retention plan.

As of the Petition Date, the Debtors' aggregate workforce
consisted of 65 employees, 55 of which are employed on a salaried
basis and 10 are employed on an hourly basis.  Since agreeing to
sell their assets, the Debtors have reduced their drilling and
operational activities to a level sufficient to maintain value as
the Debtors navigate through the sale process and Chapter 11.  As
a result of the operational reductions, the Debtors are no longer
in need of as many employees and will likely terminate employees
as operations continue to be adjusted.  Additionally, consummation
of a sale process could result in further workforce reductions.

                       Severance Program

While the Debtors did not have a standardized severance program
prior to the Petition Date, the Debtors did pay severance to
terminated employees on a regular basis.  The Debtors seek
approval of a severance program for employees according to the
following terms:

   * Upon the termination of employment of any eligible employee
     by the Debtors during the period beginning on April 1, 2013
     and ending on the date that is 90 days after the closing date
     of the sale of substantially all of the Debtor's assets
     pursuant to Section 363 of the Bankruptcy Code, the Debtors
     will pay the eligible employee a severance payment equal to
     the following:

        (i) for senior managers and department heads with at least
            three completed years of service, the sum of (a) six
            months' base salary, and (b) accrued but unused paid
            time off through the date of termination;

       (ii) for senior managers and department heads with less
            than three completed years of service, the sum of (a)
            three months' base salary, and (b) accrued but unused
            PTO through the date of termination; and

      (iii) for all other non-insider employees, the sum of (a)
            three months' base salary, and (b) accrued but unused
            PTO through the date of termination.

   * The severance payment will be subject to the employee's
     execution and delivery of an effective and irrevocable
     release of claims against the Debtors, their affiliates and
     other releasees within 55 days following the employee's
     termination of employment.

   * The severance payment will be payable in a cash lump sum
     within 10 days following the employee's satisfaction of the
     release requirement.

The proposed Severance Program does not cover any of the Debtors'
officers or directors.  Further, eligible employees will not
include any employee whose employment is terminated by the Debtors
due to any act or omission constituting cause or any employee who
resigns from employment with the Debtors for any reason.  The
Debtors estimate that the maximum amount of payments that would
be made under the Severance Program will be approximately $1.825
million.

                      KERP for Non-Insiders

The Debtors also seek approval of a KERP for non-insider
employees.  The Debtors believe it is important to incentivize key
employees to stay with them during the bankruptcy and sale
process.  The KERP will be offered only to a select group of
employees who are important either for work during the term of the
bankruptcy case or to operations that may continue after
bankruptcy if, after the sale process, those employees are needed
to continue to operate the assets.  These key employees will
provide critical services in connection with the sale process as
well as the chapter 11 cases in areas such as finance, asset
disposition, claims reconciliation and contract management.

Under the KERP, an eligible employee will receive a retention
payment equal to one month of base salary for every completed full
month of service during the period beginning on April 1, 2013, and
ending on the Section 363 Sale Closing Date, with a minimum
payment equal to four months of base salary, provided that the
employee remains continuously employed by the Debtors through the
Section 363 Sale Closing Date.

The retention payment will be subject to the employee's execution
and delivery of an effective and irrevocable release of claims
against the Debtors, their affiliates and other releasees within
55 days following the Section 363 Sale Closing Date.  The
retention payment will be payable in a cash lump sum within 10
days following the employee's satisfaction of the release
requirement.  The total amount that could be paid pursuant to the
KERP would be approximately $1.497 million, with no payments being
made to any insiders.

According to the Debtors, the Severance Program includes Tyler
Rohleder, the son of Michael Rohleder, president of the GMX
Resources Inc.  Technically, Tyler Rohleder is an "insider" as
defined by Section 101(31)(B)(vi) of the Bankruptcy Code as he is
a relative of an officer.  The Debtors, however, assert that Tyler
Rohleder should not treated as an insider for purposes of the
Motion.  The payments to Tyler Rohleder satisfy Section 503(c)(2)
as the payment is part of a program that will be generally
applicable to all full-time employees and the amount is not
greater than 10 times the amount of the mean severance pay given
to non-management employees during the calendar year in which the
payment is made.

                Committee, Bondholders' Trustee Object

Maria Chutchian of BankruptcyLaw360 reported that GMX Resources'
proposed key employee retention plan drew a challenge from
unsecured creditors and the trustee for $51 million in bonds, who
said the plan rewards employees for doing nothing more than
sticking around for the sale process.

According to the report, American Stock Transfer & Trust Co. LLC,
the indenture trustee and collateral agent for $51 million in
senior secured notes, and GMX's official committee of unsecured
creditors said in court filings that the two plans are
unreasonable.

A hearing on the motion will be held on June 4, 2013, at 1:30 p.m.

The Debtors are represented by William H. Hoch, Esq., Regan S.
Beatty, Esq., and Christopher M. Staine, Esq., at Crowe & Dunlevy,
P.C., in Oklahoma City, Oklahoma; David A. Zdunkewicz, Esq.,
Timothy A. Davidson II, Esq., and Joseph Rovira, Esq., at Andrews
Kurth LLP, in Houston, Texas.

                       About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City.  GMXR has 53 producing wells in Texas & Louisiana,
24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders
can buy the business in exchange for $324.3 million in first-lien
notes.  As of the Petition Date, GMXR had long-term debt of
approximately $427 million (outstanding principal amount):

                                                Outstanding
                                                 Principal
                                                 ---------
Senior Secured Notes due December 2017         $324,340,000
Senior Secured Second-Priority Notes due 2018   $51,500,000
Convertible Senior Notes due May 2015           $48,296,000
Senior Notes due February 2019                   $1,970,000
Joint Venture Financing                          $1,261,000
                                               ------------
    Total                                      $427,367,000

The Debtors tapped Andrews Kurth, LLP, as bankruptcy counsel,
Crowe & Dunlevy as conflicts counsel, Jefferies LLC as investment
banker and Epiq Bankruptcy Solutions, LLC as claims and notice
agent.

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


GMX RESOURCES: Has Cash Use; Sale Plans Objected
------------------------------------------------
Judge Sarah A. Hall of the U.S. Bankruptcy Court for the Western
District of Oklahoma entered a final order authorizing GMX
Resources Inc. and its debtor affiliates to use cash collateral
securing their prepetition indebtedness.  The Debtors are also
authorized to access up to $50 million of debtor-in-possession
loans.

Meanwhile, Rachel Feintzeig writing for Daily Bankruptcy Review
reports, that an energy company that entered into a joint venture
with GMX Resources, is objecting to GMX's bid to put its assets on
the auction block, saying the sale process is actually just a
"short cut" foreclosure.

                       About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City.  GMXR has 53 producing wells in Texas & Louisiana,
24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders
can buy the business in exchange for $324.3 million in first-lien
notes.  As of the Petition Date, GMXR had long-term debt of
approximately $427 million (outstanding principal amount):

                                                Outstanding
                                                 Principal
                                                 ---------
Senior Secured Notes due December 2017         $324,340,000
Senior Secured Second-Priority Notes due 2018   $51,500,000
Convertible Senior Notes due May 2015           $48,296,000
Senior Notes due February 2019                   $1,970,000
Joint Venture Financing                          $1,261,000
                                               ------------
    Total                                      $427,367,000

The Debtors tapped Andrews Kurth, LLP, as bankruptcy counsel,
Crowe & Dunlevy as conflicts counsel, Jefferies LLC as investment
banker and Epiq Bankruptcy Solutions, LLC as claims and notice
agent.

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


GREAT BASIN: Completes Sale of Nevada Hollister Gold Mine
---------------------------------------------------------
Great Basin Gold Limited announced that further to its news
release of April 29, 2013, the sale of its Nevada assets and
operations including the Hollister trial mine and Esmeralda mill
has completed substantially on the terms disclosed in that news
release except that the term of the net profits royalty may be
terminated after five years in certain events.  The Company
previously disclosed that the proceeds of Hollister sale were
US$15 million plus a 15% net profits royalty payable to the
bankrupt US subsidiaries' estate to a maximum of $90 million over
an up to nine year period.

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


GROVES IN LINCOLN: Proofs of Claim Due June 27
----------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, established June 27, 2013, at 4:00 p.m., as the
deadline for creditors to file proofs of claim against The Groves
in Lincoln, Inc.

                      About Groves in Lincoln

The Groves in Lincoln Inc., along with affiliate The Apartments of
the Grove Inc., sought Chapter 11 protection (Bankr. D. Mass. Case
No. 13-11329) in Boston on March 11, 2013.  David C. Turner signed
the petition as president and CEO.

Groves is a Massachusetts not-for-profit corporation organized in
2006 for the purpose of developing and operating a senior
independent living facility in Lincoln, Massachusetts to be known
as The Groves in Lincoln.  This facility now consists of 168
independent living units on a 34-acre campus with a mix of
apartments, cottages, and related common areas including community
center, dining rooms, lounges, barbershop/beauty salon, library,
fitness center and pool.  Groves has 26 full-time employees and 22
part-time employees as of the bankruptcy filing.

The Debtors tapped Murtha Cullina LLP as counsel, Verdolino &
Lowey, P.C. as accountants and financial advisors, and RBC Capital
Markets LLC as investment banker.


GUIDED THERAPEUTICS: To Raise $2.6 Million From Private Placement
-----------------------------------------------------------------
Guided Therapeutics, Inc., has entered into definitive agreements
with certain accredited investors for the private placement of its
convertible preferred stock and warrants to purchase shares of its
common stock.  Gross proceeds to Guided Therapeutics are expected
to be approximately $2.6 million, prior to the payment of
placement agent fees and expenses.

Pursuant to the terms of the definitive agreements, Guided
Therapeutics has agreed to issue an aggregate of up to
approximately 2,600 shares of preferred stock, which are
convertible by the holders at any time into an aggregate of up to
approximately 3,823,529 shares of common stock at an initial
conversion price of $0.68 per share, subject to customary
adjustments.  The preferred stock is mandatorily convertible upon
the achievement of certain conditions, including the receipt of
certain approvals from the U.S. Food and Drug Administration and
the achievement by Guided Therapeutics of specified average
trading prices and volumes for its common stock.  Holders of the
preferred stock will be entitled to quarterly dividends at an
annual rate of 5.0 percent for the quarter ended Dec. 31, 2013,
and at an annual rate of 10 percent thereafter, in each case,
payable in cash or, subject to certain conditions, common stock.
Guided Therapeutics may redeem the preferred stock after the
second anniversary of issuance, subject to certain conditions.
Each share of preferred stock is entitled to a number of votes
equal to the number of shares of common stock into which the
preferred stock is convertible.

For each share of preferred stock purchased, Guided Therapeutics
has agreed to issue warrants exercisable for an aggregate of 1,471
shares of common stock, which will be split evenly into two
tranches, at an exercise price of $1.08 per share, subject to
customary adjustments.  One tranche of warrants will be subject to
a mandatory exercise provision that allows Guided Therapeutics to
require exercise upon the achievement of certain conditions,
including the receipt of certain approvals from the U.S. Food and
Drug Administration and the achievement by Guided Therapeutics of
specified average trading prices and volumes for its common stock.
The warrants have a five year term.

Net proceeds from the private placement are intended to be used to
support manufacturing and marketing of the Guided Therapeutics
LuViva(R) Advanced Cervical Scan.  The private placement remains
subject to customary closing conditions and is expected to close
on or about May 24, 2013.

SunTrust Robinson Humphrey, Inc., acted as sole placement agent
for the private placement.

Additional information can be obtained for free at:

                         http://is.gd/qh7DZx

                      About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics disclosed a net loss of $4.35 million on $3.33
million of contract and grant revenue for the year ended Dec. 31,
2012, as compared with a net loss of $6.64 million on $3.59
million of contract and grant revenue in 2011.  The Company's
balance sheet at March 31, 2013, showed $3.58 million in total
assets, $1.72 million in total liabilities, and $1.86 million in
total stockholders' equity.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and accumulated deficit that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the second quarter of 2013, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under the Konica Minolta license agreement and additional
NCI, NHI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection."


HALSEY MINOR: CNET Founder Files for Ch. 7 Liquidation
------------------------------------------------------
Halsey McLean Minor, who sold CNET Networks Inc. to CBS Corp. in
2008 for $1.8 billion, filed a liquidating Chapter 7 bankruptcy
petition (Bankr. C.D. Cal. Case No. 13-bk-23787) on May 24, 2013
in Los Angeles.

Dawn McCarty and Ari Levy, writing for Bloomberg News, reported
that Mr. Minor made sure that he won't be the only one who's
uncomfortable.  There's no money for his unsecured creditors, he
said in his bankruptcy petition, which seeks to hand over all his
eligible assets to a court official who will sell them to the
highest bidder and wipe Minor's finances clean for whatever he
decides to do next.

"Choosing Chapter 7 is clearing the slate," Bob Rattet, a
bankruptcy lawyer in White Plains, New York, told the news agency.
"He isn't required like Middle America to pay his debts, because
they're mostly business-related."

The Bloomberg report discloses that Mr. Minor is yet to file lists
of his assets and liabilities.  He also hasn't made the required
disclosure about his income and transactions before bankruptcy.
The petition claims that assets total less than $50 million while
debt is more than $50 million.


HAMPTON ROADS: John Maloney Joins as Bank VP and CRM
----------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, said that John Maloney has joined
BHR as a Vice President and Customer Relationship Manager, based
in the Hilltop Financial Center in Virginia Beach.  Mr. Maloney
has 13 years of experience in commercial banking and branch
management in Norfolk and surrounding markets.

Thomas Mears, president Commercial Banking for BHR, said, "John is
a talented, experienced banker with deep roots and relationships
in our local markets and we welcome him to our team.  We continue
to execute our One Bank strategy, which is more about bankers than
buildings and which is grounded in a commitment to outstanding
service to our customers."

Prior to joining BHR, Mr. Maloney served in commercial lending
positions with City National Bank, Virginia Business Bank, Bank of
the Commonwealth and Heritage Bank.  Previously, he served as a
branch manager with PNC Bank (formerly RBC) in Hampton, VA.

Mr. Maloney earned a B.B.A. from James Madison University and is a
graduate of the University of Virginia School of Bank Management
and the RMA Lending School.  He is active in a number of civic and
community organizations, including serving as former President of
Sertoma of Norfolk and former Chair of the Norfolk Division of the
Hampton Roads Chamber of Commerce.

                  About Hampton Roads Bankshares

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

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

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

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


HASSEN REAL: Third Amended Joint Plan of Reorganization Confirmed
-----------------------------------------------------------------
Eastland Tower Partnership and Hassen Real Estate Partnership's
Third Amended Joint Plan of Reorganization dated Jan. 17, 2013,
which allows for the estates to compromise and settle claims
against and claims held by the estates, has been confirmed by the
bankruptcy court.

The terms of certain compromises and settlements are included in
the Plan, the Plan Documents, and any separate stand-alone motions
filed with the Bankruptcy Court and heard prior to the entry of
the Confirmation Order.  Because the settlements are integral to
the implementation of the Plan, they are approved as part of the
Plan.  The settlements are the product of good-faith, arm's-length
negotiations.

The Debtor is represented by:

         Theodore B. Stolman
         Marina Fineman
         Michael S. Neumeister
         STUTMAN, TREISTER & GLATT PROFESSIONAL CORPORATION
         1901 Avenue of the Stars, 12th Floor
         Los Angeles, CA 90067
         Tel: (310) 228-5600
         Fax: (310) 228-5788
         E-mails: tstolman@stutman.com
                  mfineman@stutman.com
                  mneumeister@stutman.com

           About Hassen Real Estate and Eastland Tower

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

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

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


HAWAII OUTDOOR: Wagner Choi Withdraws Over Differences
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii authorized
Wagner Choi & Verbrugge to withdraw as counsel for Hawaii Outdoor
Tours, Inc.  According to WCV, the Debtor and WCV have fundamental
and irreconcilable differences regarding: (i) the future course of
the bankruptcy case and the objectives to be attained; (ii)
counsel's relationship with the Debtor's management.  Wcv related
that both of the differences render WCV's continued representation
of the Debtor no longer feasible.

                    About Hawaii Outdoor Tours

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

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

Bankruptcy Judge Robert J. Faris oversees the case.  Wagner Choi &
Verbrugge acts as bankruptcy counsel.

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

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


HEARTHSTONE HOMES: Bankruptcy Case Converted to Chapter 7
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska converted
the Chapter 11 case of Hearthstone Homes, Inc., to one under
Chapter 7 of the Bankruptcy Code.

The Chapter 11 Trustee filed for case conversion, saying that
since the filing of this case, the Debtor in this case has ceased
operations.  The Chapter 11 Trustee has successfully liquidated
the majority of the bankruptcy estate's real estate and personal
property assets through court-approved sales.  The net proceeds of
those sales have been distributed to the secured creditors or are
being held pending resolution of an adversary proceeding mainly
between Wells Fargo Bank, N.A., and Hiller Electric with the
Chapter 11 Trustee named solely as the stakeholder holding the
funds.

The Chapter 11 Trustee said, "The remaining assets of the
bankruptcy estate are certain causes of action including avoidance
actions which the Trustee is currently investigating and
pursuing."  The Chapter 11 Trustee stated that conversion to
Chapter 7 will allow the orderly prosecution and administration
the Avoidance Actions under the U.S. Bankruptcy Code, and the
administration of the segregated funds pending further order
directing their distribution, without some of the administrative
costs and burden imposed in a Chapter 11 case.

The U.S. Trustee's office has indicated it has no objection to the
conversion motion.

                   About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that Hearthstone Homes sought bankruptcy
protection after a deal to sell the company fell through.
Hearthstone Homes' principal business activities have been the
purchase, development and sale of residential real property for
40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

The Official Committee of Unsecured Creditors was appointed on
March 2, 2012.  Gross & Welch, P.C., L.L.O., represents the
Committee.

On March 9, 2012, Wells Fargo Bank filed a motion to appoint a
Chapter 11 trustee, saying the Debtor had no unencumbered assets,
no cash, and no present source of income.  On March 13, an order
was entered granting the motion to appoint a Chapter 11 trustee.
The U.S. Trustee, through consultation with creditors, selected
C. Randel Lewis to be the Chapter 11 trustee, which was approved
by the Court on March 21, 2012.


HERCULES OFFSHORE: Fleet Status Report as of May 23
---------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of May 23, 2013), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for April 2013,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/LtLquz

                      About Hercules Offshore

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

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

                           *     *     *

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

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


HERITAGE CONSOLIDATED: Chamberlain Okayed as Committee Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 case of Heritage Consolidated LLC to retain
Chamberlain, Hrdlicka, White, Williams & Aughtry as its counsel.

Brian A. Kilmer joined on Feb. 1, 2013, Chamberlain's Houston
office as a shareholder in the firm's bankruptcy, restructuring,
reorganization and creditors' right practice group.  Prior to
joining Chamberlain, Mr. Kilmer was a partner at Okin Adams &
Kilmer LLP, where he served as counsel to the Committee since
Nov. 3, 2010.

The firm's hourly rates are:

   Professional                          Rates
   ------------                          -----
   Brian Kilmer, Shareholder             $375
   Brian Roman, Associate                $305
   Renee Bayer, Associate                $215
   Dana Drake, Legal Assistant           $315

                   About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485).  The
Debtors each estimated assets and debts of $10 million to
$50 million.

The Debtors tapped Malouf & Nockels LLP's as special counsel;
Munsch Hardt Kopf & Harr, P.C.; Rochelle McCullough, LLP; HSC, RM
LLP as special bankruptcy counsel to HSC; and Bridge Associates,
LLC, as financial advisor and designate Scott Pinsonnault as
interim chief restructuring officer.

The U.S. Trustee for Region 6 formed an Official Committee of
Unsecured Creditors in the Chapter 11 cases.


HIGHWAY TECHNOLOGIES: Sheds Workers Without Notice, Suit Says
-------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that two laid-off
employees of bankrupt Highway Technologies Inc. launched a
putative class action against the company, alleging they weren't
given proper notice when the Houston-based traffic safety firm
terminated about 90 percent of its workforce before filing for
Chapter 11 protection.

According to the report, Jason McClain and Thomas Wachsman filed
the lawsuit as an adversary case in Highway Technologies' Chapter
11 proceedings in Delaware Bankruptcy Court, arguing that they and
the rest of the 740 terminated employees didn't get the 60-day
warning mandated by the U.S. Worker Adjustment and Retraining
Notification Act.

                   About Highway Technologies

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

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


HOT TOPIC: S&P Assigns 'B' CCR & Rates $350MM Sr. Sec. Notes 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B'
corporate credit rating to Hot Topic Inc.  At the same time, S&P
assigned a 'B' issue-level rating, with a '4' recovery rating to
the company's proposed $350 million senior secured notes due 2021.
The '4' recovery rating indicates S&P's expectation of average
(30%-50%) recovery of principal in the event of a payment default.
S&P do not rate the proposed $75 million asset-based revolver
(ABL) and it will remain undrawn at closing of the transaction.
The outlook is stable.

The company has stated that it will use the proceeds, along with
$250 million common equity contribution, to fund the acquisition
of Hot Topic by Sycamore Partners.

"The ratings on City of Industry, Calif.-based Hot Topic Inc.
reflects our assessment of a "vulnerable" business risk profile
and "highly leveraged" financial risk profile," said credit
analyst Mariola Borysiak.

The vulnerable business risk profile incorporates the company's
participation in the highly competitive and widely fragmented
specialty apparel retail.  Although the company has national
presence, it is much smaller than many of its specialty apparel
peers.  In S&P's view, the company established a niche position in
the industry.  Its lower fashion risk Hot Topic segment offers
music and pop-culture inspired merchandise to the 18-24 year old
customers.  The company's Torrid concept is solely dedicated to
plus-size young women.  While S&P believes that the Hot Topic
merchandise concept is mature, with limited growth potential, it
views the plus-size segment of the retail space as underpenetrated
and a growth opportunity for the Torrid segment.

The stable outlook reflects S&P's view that operational
enhancements that new management introduced will continue to
strengthen performance over the next year leading to modest
improvement of credit protection measures and that new store
growth will be successfully executed.

While not likely in the next year, S&P could raise the rating if
the company successfully executes its aggressive expansion plans
while further improving its profitability such that EBITDA growth
results in total debt to EBITDA declining toward mid-4x.  Based on
S&P's analysis, about 22% EBITDA growth and constant debt at pro
forma fiscal 2012 levels would likely result in total debt to
EBITDA declining to about 4.6x.

S&P could lower the rating if performance suffers from competitive
pressures, merchandise missteps, or if rapid expansion leads to
operational challenges that cause EBITDA declines such that debt
leverage increases toward mid-6x.  Under this scenario, about 13%
EBITDA erosion and constant debt at pro forma 2012 levels would
trigger such action.


HOWREY LLP: Adversary Suits Target Verizon, Dozens of Others
------------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that the Chapter 11
trustee in Howrey LLP's bankruptcy filed 34 adversary suits in
California bankruptcy court, asking the judge to avoid transfer
payments and disallow and expunge proofs of claims for companies
including Verizon, Wyndham Group Inc., John Hopkins Medicine,
Salter and Co. PLLC and others.

According to the report, the adversary suit comes less than two
weeks after Howrey's liquidation trustee, Allan B. Diamond of
Diamond McCarthy LLP, filed a motion seeking permission to pursue
claims against Dewey & LeBoeuf LLP, Cooley LLP, Morrison &
Foerster LLP, among other law firms.

                        About Howrey LLP

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

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

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

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

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

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


IBIO INC: Incurs $1.8-Mil. Net Loss in March 31 Quarter
-------------------------------------------------------
iBio, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $1.8 million on $0 revenue for the three months ended
March 31, 2013, compared with a net loss of $3.1 million on
$371,755 of revenues for the three months ended March 31, 2012.

The Company reported a net loss of $4.9 million on $390,186 of
revenues for the nine months ended March 31, 2013, compared with a
net loss of $4.3 million on $925,935 of revenues for the nine
months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $5.0 million
in total assets, $2.7 million in total liabilities, and
stockholders' equity of $2.3 million.

The Company said: "The history of significant losses, the negative
cash flow from operations, the limited cash resources currently on
hand and the dependence by the Company on its ability -- about
which there can be no certainty -- to obtain additional financing
to fund its operations after the current cash resources are
exhausted raises substantial doubt about the Company's ability to
continue as a going concern."

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

Newark, Del.-based iBio, Inc., is a biotechnology company focused
on commercializing its proprietary platform technologies, the
iBioLaunch(TM) platform for vaccines and therapeutic proteins and
the iBioModulator(TM) platform for vaccine enhancement and on
developing and commercializing select product candidates derived
from the iBioLaunch platform.


IDERA PHARMACEUTICALS: Raised $16.5 Million From Stock Offering
---------------------------------------------------------------
Idera Pharmaceuticals, Inc., completed an underwritten public
offering of its common stock and warrants to purchase shares of
its common stock in which it raised $16.5 million in gross
proceeds.  As a result of the offering, the Company believes it
now has stockholders' equity in excess of both the $2.5 million
stockholders' equity requirement for continued listing, as well as
the $5 million stockholders' equity requirement for initial
listing, on The NASDAQ Capital Market.

As previously disclosed on Nov. 26, 2012, while the Company was
listed on The NASDAQ Global Market, the Company received notice
from NASDAQ that the bid price of its common stock had not met the
applicable minimum bid price requirement of $1.00 per share and,
pursuant to NASDAQ Listing Rule 5810(c)(3)(A), the Company was
provided 180 calendar days within which to evidence compliance
with the bid price requirement.  The Company's listing was
subsequently transferred to The NASDAQ Capital Market effective
Feb. 7, 2013.  The rules applicable to companies listed on The
NASDAQ Capital Market provide for a second 180-day period to
evidence compliance with the $1.00 bid price requirement so long
as the company satisfies all requirements for initial listing on
The NASDAQ Capital Market, including the $5 million stockholders'
equity requirement, and the continued listing requirement for
market value of publicly held shares upon the expiration of the
first compliance period, which in the Company's case is May 28,
2013.  The Company expects to meet those criteria as of May 28,
2013.

                    About Idera Pharmaceuticals

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

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

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

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


INDIANA BANK: Sold to First Farmers Bank & Trust
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Indiana Bank Corp., won approval May 30 from the U.S.
Bankruptcy Court in Terra Haute, Indiana, to sell the four-branch
Bank of Indiana NA to First Farmers Bank & Trust.  The bank owner
said it wasn't feasible to hold an auction in the highly regulated
banking industry.

                      About Indiana Bank Corp.

Indiana Bank Corp., a bank holding company, filed for
Chapter 11 protection (Bankr. S.D. Ind. Case No. 13-bk-80388) on
April 9, 2013, in Terra Haute, Indiana.

On April 9, the holding company announced that its four-branch
bank subsidiary Bank of Indiana NA will be sold to First Farmers
Bank & Trust.  First Farmers has 24 branches in Illinois and
Indiana.  It will acquire "significant assets" and assume
liability to depositors on their accounts.  The acquisition should
be completed in the third quarter.

Dana, Indiana-based Indiana Bank Corp. estimated assets and debt
both less than $10 million.


INFINITY ENERGY: Amends First Quarter Form 10-Q
-----------------------------------------------
Infinity Energy Resources, Inc., has filed an amendment to its
quarterly report on Form 10-Q for the quarter ended March 31,
2013, originally filed with the Securities and Exchange Commission
on May 20, 2013, for the sole purpose of furnishing the
Interactive Data File with detailed note tagging as Exhibit 101 to
the Form 10-Q in accordance with Rule 405 of Regulation S-T.
Exhibit 101 provides the financial statements and related notes in
the Form 10-Q formatted in XBRL (eXtensible Business Reporting
Language).  No other changes have been made to the Company's Form
10-Q.  A copy of the Amended Form 10-Q is available at:

                        http://is.gd/RM07A8

                       About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.

Infinity Energy disclosed net income of $2.90 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.52 million
during the prior year.  The Company's balance sheet at Dec. 31,
2012, showed $4.46 million in total assets, $6.95 million in total
liabilities, $12.86 million in Redeemable, convertible preferred
stock and a $15.35 million total stockholders' deficit.

EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit, which
raises substantial doubt about its ability to continue as a going
concern.


INTERSIL CORP: S&P Withdraws 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'BB-' corporate credit rating, on Milpitas, Calif.-based
Intersil Corp. at the company's request.


IN PLAY: Weinman & Associates Approved as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
In Play Membership Golf, Inc., to employ Weinman & Associates,
P.C. as bankruptcy counsel to assist in, among others, the
preparation of statements and schedules, the plan of
reorganization and disclosure statement, and related matters.

The firm has received a $10,000 from Stacey Hart, the Debtor's
principal.  The firm will bill at its customary rates:

                                        Hourly Rate
                                        -----------
     Jeffrey A. Weinman, Esq.              $450
     William A. Richey (Paralegal)         $200
     Lisa Barenberg (Paralegal)            $150

                   About In Play Membership Golf

In Play Membership Golf, Inc., doing business as Deer Creek Golf
Club and Plum Creek Golf and Country Club, filed a Chapter 11
petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,
2013.  The Debtor estimated assets and liabilities of at least $10
million.

According to the docket, the Chapter 11 plan and disclosure
statement are due July 22, 2013


INSPIREMD INC: To Issue 6.4 Million Shares Under Plans
------------------------------------------------------
InspireMD, Inc., registered with the U.S. Securities and Exchange
Commission:

   * 3,364,882 shares of the Company's common stock, par value
     $0.0001 per share, underlying options previously granted
     under the Company's 2011 UMBRELLA Option Plan;

   * 570,360 shares of restricted stock granted under the 2011
     Plan;

   * 509,791 shares of common stock issued upon the exercise of
     options granted pursuant to the 2011 Plan;

   * 151,343 shares of common stock issuable pursuant to the 2011
     Plan;

   * 250,000 shares of common stock issued upon the exercise of
     options granted pursuant to the Nonqualified Stock Option
     Agreement, dated as of July 11, 2011, by and between
     InspireMD, Inc. and Sol J. Barer, Ph.D.;

   * 725,000 shares of common stock issuable pursuant to the
     Nonqualified Stock Option Agreement, dated as of Nov. 16,
     2011, by and between InspireMD, Inc. and Sol J. Barer, Ph.D.;

   * 725,000 shares of common stock issued pursuant to the Stock
     Award Agreement, dated as of Nov. 16, 2011, by and between
     InspireMD, Inc. and Sol J. Barer, Ph.D.;

   * 23,081 shares of common stock issuable pursuant to the Stock
     Option Agreement, dated as of Aug. 28, 2011, by and between
     InspireMD, Inc. and Ivry Cor Ltd;

   * 17,500 shares of common stock issued pursuant to the Stock
     Option Agreement, dated as of Aug. 28, 2011, by and between
     InspireMD, Inc. and Ivry Cor Ltd;

   * 40,581 shares of common stock issuable pursuant to the Stock
     Option Agreement, dated as of Aug. 28, 2011, by and between
     InspireMD, Inc. and Fellice Pelled; and

   * 6,087 shares of common stock issuable pursuant to the
     Agreement, dated as of Jan. 15, 2008, by and between D.I.R.
     Omri Yitzum and Hashka'ot Ltd and Others and InspireMD,
     Register No. 513679431.

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

                        http://is.gd/EEFn8B

                          About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

InspireMD reported a net loss of US$17.59 million for the year
ended June 30, 2012, compared with a net loss of US$6.17 million
during the prior year.  For the nine months ended March 31, 2013,
the Company incurred a net loss of $14.31 million.  The Company's
balance sheet at March 31, 2013, showed $9.79 million in total
assets, $13.20 million in total liabilities, and a $3.40 million
total capital deficiency.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2012.  The independent auditors noted
that the Company has had recurring losses, negative cash flows
from operating activities and has significant future commitments
that raise substantial doubt about its ability to continue as a
going concern.

The Company said the following statement in its quarterly report
for the period ended Dec. 31, 2012:  "The Company has had
recurring losses and negative cash flows from operating activities
and has significant future commitments.  For the six months ended
December 31, 2012, the Company had losses of approximately $9.4
million and negative cash flows from operating activities of
approximately $5.8 million.  The Company's management believes
that its financial resources as of December 31, 2012 should enable
it to continue funding the negative cash flows from operating
activities through the three months ended September 30, 2013.
Furthermore, commencing October 2013, the Company's senior secured
convertible debentures (the "2012 Convertible Debentures") are
subject to a non-contingent redemption option that could require
the Company to make a payment of $13.3 million, including accrued
interest.  Since the Company expects to continue incurring
negative cash flows from operations and in light of the cash
requirement in connection with the 2012 Convertible Debentures,
there is substantial doubt about the Company's ability to continue
operating as a going concern.  These financial statements include
no adjustments of the values of assets and liabilities and the
classification thereof, if any, that will apply if the Company is
unable to continue operating as a going concern."


INSPIREMD INC: Results From MASTER Trial of MGuardTM EPS
--------------------------------------------------------
InspireMD, Inc., announced new 6-month results from the MASTER
(MGuard for Acute ST Elevation Reperfusion) trial demonstrating
that the MGuard Embolic Protection Stent (EPS) outperformed bare
metal and drug eluting stents in all-cause mortality in ST segment
elevation myocardial infarction (STEMI) patients.  Results from
the trial were presented at the InspireMD STEMI Symposium at
EuroPCR, the official annual meeting of the European Association
for Percutaneous Cardiovascular Interventions (EAPCI) taking place
in Paris from May 21-24, 2013.

In addition to the symposium, the Company reported that another
fourteen presentations and three abstracts highlighting the MGuard
EPS technology were presented over the 4-day conference.

With its proprietary micro-net mesh sleeve, MGuard EPS addresses
an unmet need by preventing unstable arterial plaque and thrombus
(clots) that cause heart attack blockage from breaking off and
exacerbating damage.

The MASTER trial achieved its primary endpoint (p value = 0.008),
in complete ST-segment resolution at 60-90 min post-procedure (a
strong predictor of mortality).  Secondary endpoint clinical
outcomes continue to show a lower mortality rate with MGuard EPS
compared to control (0.5 percent vs. 2.8 percent, P=0.06) at 6
months.  These findings corroborate the previously announced 30-
day results showing that all-cause mortality with MGuard EPS was
lower than bare metal and drug eluting stents used as a control (0
percent vs. 1.9%, P=0.06).  Additional 6-month results are
available at www.inspiremd.com.

"The initial MASTER trial results published in the Journal of the
American College of Cardiology[1]in October 2012 demonstrated the
acute benefits of the embolic protection stent, as MGuard EPS
outperformed drug-eluting and bare metal stents in complete ST-
segment resolution," said Professor Dr. Sigmund Silber, Director
of the Heart Center at the Isar Academic Teaching Site of the
University of Munich.  "The six-month MASTER results highlight the
enduring benefits of the MGuard EPS, with a consistent trend in
lower mortality."

In the MASTER trial, a total of 433 patients with STEMI presenting
within 12 hours of symptom onset undergoing percutaneous coronary
intervention were randomized at 50 sites in 9 countries to the
MGuard EPS (n = 217) or commercially available bare metal or drug-
eluting stents (n = 216).

"The body of positive clinical evidence supporting the use of the
MGuardEPS continues to grow," said Alan Milinazzo, president and
chief executive officer of InspireMD.  "Both the 6-month data and
the subgroup analysis presented this week at EuroPCR in Paris,
suggest that our technology offers improved embolic protection
over the current generation of bare metal and drug eluting stents
for the STEMI patient.  Advancing embolic protection without
requiring physicians to increase procedure time or dramatically
change their technique is a major benefit of the MGuard EPS."

A PowerPoint presentation that InspireMD, Inc., presented on
May 23, 2013, at EuroPCR, the official annual meeting of the
European Association for Percutaneous Cardiovascular
Interventions, at the Palais Des CongrŠs in Paris, is available
for free at http://is.gd/pFZhtR

                          About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.  For the nine months ended March 31, 2013, the
Company incurred a net loss of $14.31 million on $3.37 million of
revenues.  The Company's balance sheet at March 31, 2013, showed
$9.79 million in total assets, $13.20 million in total
liabilities, and a $3.40 million total capital deficiency.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2012.  The independent auditors noted
that the Company has had recurring losses, negative cash flows
from operating activities and has significant future commitments
that raise substantial doubt about its ability to continue as a
going concern.

The Company said the following statement in its quarterly report
for the period ended Dec. 31, 2012:  "The Company has had
recurring losses and negative cash flows from operating activities
and has significant future commitments.  For the six months ended
December 31, 2012, the Company had losses of approximately $9.4
million and negative cash flows from operating activities of
approximately $5.8 million.  The Company's management believes
that its financial resources as of December 31, 2012 should enable
it to continue funding the negative cash flows from operating
activities through the three months ended September 30, 2013.
Furthermore, commencing October 2013, the Company's senior secured
convertible debentures (the "2012 Convertible Debentures") are
subject to a non-contingent redemption option that could require
the Company to make a payment of $13.3 million, including accrued
interest.  Since the Company expects to continue incurring
negative cash flows from operations and in light of the cash
requirement in connection with the 2012 Convertible Debentures,
there is substantial doubt about the Company's ability to continue
operating as a going concern.  These financial statements include
no adjustments of the values of assets and liabilities and the
classification thereof, if any, that will apply if the Company is
unable to continue operating as a going concern."


INTELLICELL BIOSCIENCES: Issues 8.5 Million Shares to Hanover
-------------------------------------------------------------
The Supreme Court of the State of New York, County of New York,
entered an order approving, among other things, the fairness of
the terms and conditions of an exchange pursuant to Section
3(a)(10) of the Securities Act of 1933, as amended, in accordance
with a stipulation of settlement between Intellicell Biosciences,
Inc.,  and Hanover Holdings I, LLC, in the matter entitled Hanover
Holdings I, LLC v. Intellicell Biosciences, Inc., Case No.
651709/2013.

Hanover commenced the Action against the Company on May 10, 2013,
to recover an aggregate of $706,765 of past-due accounts payable
of the Company, which Hanover had purchased from certain vendors
of the Company pursuant to the terms of separate receivable
purchase agreements between Hanover and each of such vendors, plus
fees and costs.  The Assigned Accounts relate to certain
construction, architectural, accounting, legal and financial
services.  The Order provides for the full and final settlement of
the Claim and the Action.  The Settlement Agreement became
effective and binding upon the Company and Hanover upon execution
of the Order by the Court on May 21, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on May 23, 2013, the Company issued and delivered to
Hanover 8,500,000 shares of the Company's common stock, $0.001 par
value.  Giving effect to that issuance, the Settlement Shares
represent approximately 9.93 percent of the total number of shares
of Common Stock presently outstanding.

A copy of the Order is available for free at:

                        http://is.gd/XGaPyh

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$4.15 million in total assets, $7.31 million in total liabilities
and a $3.16 million total stockholders' deficit.


INTELLICELL BIOSCIENCES: Hanover Held 9.9% Stake at May 21
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hanover Holdings I, LLC, and Joshua Sason disclosed
that, as of May 21, 2013, they beneficially owned 8,500,000 shares
of common stock of Intellicell Biosciences, Inc., representing
9.93 percent of the shares outstanding.  A copy of the regulatory
filing is available at http://is.gd/L3jmPP

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$4.15 million in total assets, $7.31 million in total liabilities
and a $3.16 million total stockholders' deficit.


INTERFAITH MEDICAL: Cash Collateral Use Extended Until June 10
--------------------------------------------------------------
Judge Carla E. Craig of the U.S. Bankruptcy Court for the Southern
District of New York entered a sixth interim order further
extending Interfaith Medical Center, Inc., et al.'s use of the
cash collateral securing their prepetition indebtedness.  A final
hearing on the motion will be held on June 10, 2013, at 2:00 p.m.
(prevailing Eastern Time), with an objection deadline of June 3.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTERLEUKIN GENETICS: Growth Equity Owned 25.9% Stake at May 17
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Growth Equity Opportunities Fund III, LLC, and its
affiliates disclosed that, as of May 17, 2013, they beneficially
owned 22,719,382 shares of common stock of Interleukin Genetics,
Inc., representing 25.9 percent of the shares outstanding.  A copy
of the regulatory filing is available at http://is.gd/ilbgNV

                          About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Interleukin Genetics disclosed a net loss of $5.12 million in
2012, as compared with a net loss of $5.02 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $2.17 million in
total assets, $16.95 million in total liabilities and a $14.78
million total stockholders' deficit.

Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $5,120,084 during the year
ended December 31, 2012, and as of that date, the Company's total
liabilities exceeded its total assets by $13,623,800.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.

                        Bankruptcy Warning

"We have retained a financial advisor and are actively seeking
additional funding, however, based on current economic conditions,
additional financing may not be available, or, if available, it
may not be available on favorable terms.  In addition, the terms
of any financing may adversely affect the holdings or the rights
of our existing shareholders.  For example, if we raise additional
funds by issuing equity securities, further dilution to our then-
existing shareholders will result.  Debt financing, if available,
may involve restrictive covenants that could limit our flexibility
in conducting future business activities.  We also could be
required to seek funds through arrangements with collaborators or
others that may require us to relinquish rights to some of our
technologies, tests or products in development.  Our common stock
was delisted from the NYSE Amex in 2010 and is currently trading
on the OTCQBTM.  As a result, our access to capital through the
public markets may be more limited.  If we cannot obtain
additional funding on acceptable terms, we may have to discontinue
operations and seek protection under U.S. bankruptcy laws."


INTERLEUKIN GENETICS: Bay City Held 26.2% Equity Stake at May 17
----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Bay City Capital LLC and its affiliates disclosed
that, as of May 17, 2013, they beneficially owned 36,001,285
shares of common stock of Interleukin Genetics, Inc., representing
26.2% of the shares outstanding.  A copy of the regulatory filing
is available for free at http://is.gd/zT4g2c

                          About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Interleukin Genetics disclosed a net loss of $5.12 million in
2012, as compared with a net loss of $5.02 million in 2011.

Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $5,120,084 during the year
ended December 31, 2012, and as of that date, the Company?s total
liabilities exceeded its total assets by $13,623,800.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $2.17
million in total assets, $16.95 million in total liabilities and a
$14.78 million total stockholders' deficit.

                        Bankruptcy Warning

"We have retained a financial advisor and are actively seeking
additional funding, however, based on current economic conditions,
additional financing may not be available, or, if available, it
may not be available on favorable terms.  In addition, the terms
of any financing may adversely affect the holdings or the rights
of our existing shareholders.  For example, if we raise additional
funds by issuing equity securities, further dilution to our then-
existing shareholders will result.  Debt financing, if available,
may involve restrictive covenants that could limit our flexibility
in conducting future business activities.  We also could be
required to seek funds through arrangements with collaborators or
others that may require us to relinquish rights to some of our
technologies, tests or products in development.  Our common stock
was delisted from the NYSE Amex in 2010 and is currently trading
on the OTCQBTM.  As a result, our access to capital through the
public markets may be more limited.  If we cannot obtain
additional funding on acceptable terms, we may have to discontinue
operations and seek protection under U.S. bankruptcy laws."


IRWIN MORTGAGE: Taps Aon Insurance to Assist in Stock Sale
----------------------------------------------------------
Irwin Mortgage Corporation asks the U.S. Bankruptcy Court for the
Southern District of Ohio for permission to employ Aon Insurance
Managers (Cayman) Ltd., to assist with the sale of the Debtor's
stock in Irwin Reinsurance Corporation in accordance with the
Debtor's separate motion for an order authorizing the sale of the
IRC Stock to zInsureRe, Inc.

The Debtor and Aon agreed that, subject to the Court's approval,
the Debtor would engage Aon and be responsible for payment of
Aon's fees from the $800,000 purchase price.  Accordingly, the
Aon Agreement replaces and supersedes the prior agreement; the
prior agreement is terminated; and IRC will have no obligation to
pay any fees or other compensation to Aon.

The Debtor proposes to pay Aon a fee of 1.5% of the cash actually
received from the transaction, excluding the pre-closing transfers
from IRC to IMC.  As the transaction is structured in the 363
motion, AON's fee would be $12,000.  The Debtor has not paid Aon
any compensation.

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

                       About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case.  In its petition, the Debtor estimated
assets of $10 million to $50 million, and debts of $50 million to
$100 million.  The petition was signed by Fred C. Caruso,
president.  In its schedules, the Debtor disclosed $25,661,329
in assets and $219,353,376 in liabilities.

Nick V. Cavalieri, Esq., Matthew T. Schaeffer, Esq., and Robert B.
Berner, Esq., at Bailey Cavalieri LLC, serve as the Debtor's
counsel.  Fred C. Caruso and Development Specialists Inc. provide
wind-down management services to the Debtor.

The Court confirmed the Plan of Liquidation proposed by Irwin
Mortgage Corporation and the subsequent modification as set forth
in the First Amended Plan of Liquidation, filed Jan. 30, 2013.


ISAACSON STEEL: Hearing on Case Conversion Continued Until Aug. 6
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
continued until Aug. 6, 2013, at 1:30 a.m., the hearing to
consider motion to convert the Chapter 11 case of Isaacson
Structural Steel, Inc., to one under Chapter 7.

As reported in the Troubled Company Reporter on April 5, 2013, the
U.S. Trustee sought for the conversion of the cases so that a
disinterested trustee may promptly investigate claims against
third parties, including insiders or affiliates of the Debtors, or
parties related to insiders or affiliates of the Debtors.
According to the U.S. Trustee, a disinterested trustee is needed
to review the Debtors' conduct as recent pleadings filed with the
Court disclose the existence of a federal Grand Jury and other
fraud investigation underway by the U.S. Attorney for the District
of Vermont.

The U.S. Trustee said that after negotiating the terms of the sale
of substantially all of the tangible assets of the companies, the
Debtors' officers and directors have essentially abandoned their
responsibilities as fiduciaries and a void exists in the
management of the Debtors' estates.

"Although these cases have been pending for almost two years, the
Debtors have failed to file a plan or disclosure statement, and
have failed to demonstrate any meaningful progress towards the
successful completion of this case.  Since the sale approximately
a year ago, the Debtors' operating reports have been filed and
executed by an estate professional, not by an officer of the
Debtor as required, and furthermore, the reports that have been
filed lack sufficient information to permit the Court or the
United States Trustee to determine whether the Debtors' estates
are administratively insolvent," the Trustee stated.

                  About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
filed for Chapter 11 bankruptcy (Bankr. D. N.H. Case No. 11-12416)
on June 22, 2011.  Bankruptcy Judge J. Michael Deasy presides over
the case.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  The petition was signed by Arnold P.
Hanson, Jr., president.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Nixon Peabody LLP, and Mesirow
Financial Consultants represents the Committee.

A bankruptcy petition was also filed for Isaacson Steel, Inc.
(Bankr. D. N.H. Case No. 11-12415) on June 22, 2011, estimating
assets and debts of $1 million to $10 million.  The petition was
signed by Arnold P. Hanson, Jr., president.  William S. Gannon,
Esq., also represents Isaacson Steel.

The cases are now being jointly administered.

No trustee or examiner has been appointed in this case.


ISTAR FINANCIAL: Shareholders Elect Six Directors
-------------------------------------------------
iStar Financial Inc. held its 2013 Annual Meeting of Shareholders
in New York, New York, on May 21, at which the shareholders:

   (i) elected Jay Sugarman, Robert W. Holman, Jr., Robin Josephs,
       John G. McDonald, Dale Ann Reiss and Barry W. Ridings to
       the Company's board of directors;

  (ii) ratified the appointment of PricewaterhouseCoopers LLP as
       the Company's independent registered public accounting firm
       for the fiscal year ending Dec. 31, 2013; and

(iii) approved, on an advisory basis, the compensation of the
       Company's named executive officers and other named
       officers.

On May 21, 2013, the board of directors of iStar Financial
authorized and approved amended bylaws permitting informal actions
to be taken via electronic transmission.

                       About iStar Financial

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

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

                           *     *     *

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

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

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


J.C. PENNEY: Consummates $2.25 Billion Term Loan
------------------------------------------------
J. C. Penney Company, Inc.'s wholly owned subsidiary, J. C. Penney
Corporation, Inc., has entered into a new five-year $2.25 billion
senior secured term loan credit facility.  The size of the
facility was increased from the $1.75 billion anticipated in the
commitment letter the Company announced on April 29, 2013.
Proceeds of the term loan credit facility will be used to finance
the cash tender offer for the Notes and to fund ongoing working
capital requirements and other general corporate purposes.  The
term loan credit facility is guaranteed by the Company and certain
subsidiaries of JCP, and is secured by mortgages on certain real
estate of JCP and the guarantors, in addition to substantially all
other assets of JCP and the guarantors.

Chief Financial Officer Ken Hannah said, "We are extremely pleased
with the consummation of our term loan and the success of our
tender offer.  We appreciate the strong demand from investors and
their confidence in jcpenney's future.  This new funding gives us
the financial flexibility to pursue our plans to put the Company
back on a path to profitable growth."

Goldman Sachs Bank USA was the lead arranger of the term loan
credit facility, with Barclays, J.P. Morgan Securities LLC, BofA
Merrill Lynch and UBS Securities LLC serving as the other joint
arrangers.

The Company also announced that JCP amended its revolving credit
facility to increase the amount of additional first and second
lien indebtedness that it can incur to $2.25 billion, which
permits the borrowing of the loans under the new term loan credit
facility.  Pricing and maturity terms under the revolving credit
facility remain unchanged.

Initial Settlement of Tender Offer and Consent Solicitation

The Company, as co-obligor on the Notes, and JCP, as issuer of the
Notes, announced the acceptance for purchase and payment of all of
the $242,782,000 in aggregate principal amount of JCP's 7 1/8
percent Debentures Due 2023 validly tendered (and not validly
withdrawn) prior to 5:00 p.m., New York City time, on May 20,
2013, pursuant to JCP's previously announced cash tender offer for
the Notes and related solicitation of consents to certain proposed
amendments to the indenture, as amended and supplemented,
governing the Notes to eliminate most of the restrictive covenants
and certain events of default and other provisions in the
Indenture.  Payment of the tendered Notes pursuant to the Initial
Settlement was made today and holders who validly tendered (and
did not validly withdraw) their Notes prior to the Consent
Expiration received a total consideration equal to $1,450 per
$1,000 principal amount of the Notes, which included a consent
payment of $50 for each $1,000 principal amount of the Notes, plus
accrued and unpaid interest to, but not including, the applicable
payment date for the Notes.

As previously announced, upon receipt of the requisite consents
from holders of the Notes, JCP, the Company and Wilmington Trust,
National Association, the successor trustee under the Indenture,
executed a supplemental indenture to the Indenture to effect the
Indenture Amendments.  Pursuant to the terms of the Supplemental
Indenture, the Supplemental Indenture became effective upon
execution, and the Indenture Amendments became operative upon the
Initial Settlement.  Notes outstanding following the Initial
Settlement are subject to the terms of the Supplemental Indenture
even if the holders of such Notes did not consent to the Indenture
Amendments.

The tender offer will expire at 11:59 p.m., New York City time, on
June 4, 2013, unless extended or terminated.  Holders who tender
their Notes after the Consent Expiration, but before the
Expiration Time, will be eligible to receive $1,400 per $1,000
principal amount of the Notes, plus accrued and unpaid interest
to, but not including, the applicable payment date for the Notes.

Goldman, Sachs & Co. is acting as dealer manager and solicitation
agent for the tender offer and consent solicitation.  Questions
regarding the tender offer and consent solicitation may be
directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or
(212) 902-5183 (collect).

D.F. King & Co., Inc. is acting as tender and information agent
for the tender offer and consent solicitation.  Requests for
copies of the tender offer documents may be directed to D.F. King
& Co., Inc. at (212) 269-5550 (banks and brokers) or (800) 290-
6427 (toll-free).

Additional information can be obtained at http://is.gd/SiiQJ9

                          About J.C. Penney

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

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

                            *     *     *

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

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

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

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

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

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

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


JAMES RIVER: Silverback Asset Held 8.8% Equity Stake at May 17
--------------------------------------------------------------
Silverback Asset Management, LLC, and its affiliates disclosed
that, as of May 17, 2013, they beneficially owned 3,455,400
shares of common stock of James River Coal Company representing
8.8 percent of the shares outstanding.  A copy of the Schedule 13G
is available for free at http://is.gd/5LIVoQ

                          About James River

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

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

                           *     *     *

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

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

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


JEH COMPANY: Section 341(a) Meeting Scheduled for July 12
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of JEH Company will
be held on July 12, 2013, at 10:30 a.m. at FTW 341 Rm 7A24.
Creditors have until Oct. 10, 2013, to submit their proofs of
claim.

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

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

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
James E. Helzer signed the petitions as president.  The Lead
Debtor estimated assets and debts of at least $10 million.
Judge Russell F. Nelms presides over the case.


JMW AUTO: Lowell Cage Remains as Chapter 7 Trustee
--------------------------------------------------
In a May 29, 2013 Memorandum Opinion available at
http://is.gd/ylteEOfrom Leagle.com, Bankruptcy Judge Marvin Isgur
ruled that Lowell Cage has faithfully honored his duties as
trustee in the Chapter 7 proceeding of JMW Auto Sales and thus,
will not be removed from that position.

Among those that gave rise to concerns on Mr. Cage's capacity as
trustee are (1) the transfer of a 2001 Lexus car to Sonny Adams, a
JMW employee, from large creditor Automotive Finance Corporation
without him providing consideration for the vehicle; and (2)
certain creditors' complaint over Mr. Cage alleged high legal
costs.

JMW was in the retail used car business and provided in-house
financing on its vehicles.  An involuntary chapter 7 petition was
filed on behalf of JMW Auto Sales, L.L.C., Case No. 07-37364
(Bankr. S.D.Tex.).  The principals of JMW, Marvin and Joan Moye
filed a voluntary chapter 7 petition on November 6, 2007, Case No.
07-37770.  Mr. Cage was appointed Chapter 7 trustee and the
bankruptcy court allowed the trustee to retain his own law firm,
Cage, Hill & Niehaus L.L.P.


K-V PHARMACEUTICAL: Battle Amps Up as Silver Point Boosts Offer
---------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a group of
senior bondholders led by Silver Point Finance LLC upped their
offer to take control of the bankrupt K-V Pharmaceutical Co. in
response to a group of investors that raised the stakes by
increasing their own proposal just days ago.

An earlier report by BankruptcyLaw360 said that an investor group
that has proposed a Chapter 11 plan that would allow it to take
over K-V Pharmaceutical Co. upped its proposal to $275 million in
New York bankruptcy court.  According to the report, the group,
which includes Greywolf Capital Partners II LP, Capital Ventures
International, Deutsche Bank Securities Inc. and Kingdon Capital
Management LLC, recently wooed K-V with an alternative plan that
offered more than five times its previous offer.

The competition for the women's health care company and its
subsidiaries, known for preterm birth prevention drug Makena,
makes clear that investors expect great results once they exit
bankruptcy.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


K-V PHARMACEUTICAL: Seeks Approval of Deal with State of Texas
--------------------------------------------------------------
BankruptcyData reported that K-V Pharmaceutical filed with the
U.S. Bankruptcy Court a settlement agreement with the State of
Texas and Ven-a-Care of the Florida Keys, Inc.

Under this agreement, Claim No. 300 shall be deemed allowed as a
general unsecured claim against K-V Pharmaceutical in the fixed,
liquidated amount of $3,000,000 and the State of Texas shall be
paid a pro rata distribution on account of the allowed Texas claim
in accordance with any confirmed Chapter 11 plan, the BData report
said, citing court documents.

Simultaneously, the Texas action and the Company stay enforcement
motion will be withdrawn, the BData report added.  The Texas
action is a whistleblower suit alleging the company made false
claims to the state's Medicaid program, Lance Duroni of
BankruptcyLaw360 reported, citing court documents.

In a motion to approve the settlement, K-V said it still disputes
the state's allegations, but that the deal was in the best
interests of its creditors, considering Texas was asserting claims
worth potentially tens of millions of dollars, the BLaw360 report
said.

The Court scheduled a June 20, 2013 hearing to consider the
motion.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KINDER MORGAN: S&P Affirms 'BB' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed several
ratings within the corporate family of U.S. midstream energy
company Kinder Morgan Inc. (KMI):

   -- S&P affirmed KMI's and El Paso Corp.'s 'BB' corporate credit
      ratings.

   -- S&P affirmed El Paso Pipeline Partners L.P.'s (EPB) and its
      Colorado Interstate Gas Co. and Southern Natural Gas Co.
      subsidiaries 'BBB-' corporate credit ratings.

   -- S&P affirmed its ratings, including the 'BBB' corporate
      rating, on Kinder Morgan Energy Partners L.P. (KMP).  The
      outlook is stable.

   -- The rating outlooks on KMI, El Paso, and EPB and its
      subsidiaries were revised to positive from stable.

"Our ratings on Houston, Texas-based midstream energy company KMI
reflect the company's "strong" business risk profile and
"aggressive" financial risk profile as our criteria define the
terms.  We revised the business risk profile to "strong" from
"satisfactory" based largely on the company's improved scale and
the high percentage of fee-based cash flows. KMI's credit quality
centers on its ownership of Kinder Morgan G.P. Inc., the general
partner of the master limited partnership (MLP) of KMP, El Paso
Corp., including El Paso's general and limited partnership
interests in EPB, and a minority equity interest in NGPL PipeCo.
LLC.  As of March 31, 2013, KMI and its subsidiaries had about
$34 billion of total reported debt, while KMI and El Paso had
about $9.5 billion of debt collectively on a stand-alone basis,"
S&P said.

"Our outlook on KMI's ratings is positive. KMI's ability to
complete its deleveraging plan and associated asset dropdowns to
KMP and EPB while maintaining consolidated debt/EBITDA in the low
5x area and stand-alone debt/EBITDA of roughly 3x could ultimately
lead to a higher rating.  The outlook could be stabilized if KMI's
consolidated and stand-alone debt/EBITDA are sustained above 5.5x
and 4x, respectively.  A stable outlook could also occur if
additional debt-financed acquisitions or a decline in cash flows
from its subsidiaries weakens its financial risk profile," S&P
added.

"Our rating outlook on El Paso is positive and reflects our rating
outlook on KMI.  El Paso's corporate credit rating is also in line
with our rating on KMI.  KMI's management exerts significant
control over El Paso, especially regarding its financial policies.
KMI's ability to complete its deleveraging plan and associated
asset dropdowns to KMP and EPB while maintaining consolidated
debt/EBITDA in the low 5x area and stand-alone debt/EBITDA of
roughly 3x could ultimately lead to a higher rating," S&P noted.


KRONOS WORLDWIDE: S&P Lowers CCR to 'B+'; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Kronos Worldwide Inc. to 'B+' from 'BB-'.  The
outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's $400 million term loan to 'BB' from 'BB-' and revised
its recovery rating to '1' from '3', indicating its expectation of
very high recovery (90% to 100%) in the event of a payment
default.

"The downgrade reflects weaker-than-expected operating performance
at Kronos because of significant deterioration in TiO2 market
conditions, which should remain weak through much of 2013 before
gradually recovering," said Standard & Poor's credit analyst
Seamus Ryan.  "We expect the company's EBITDA to be negative in
the first half of 2013 and that its funds from operations to total
adjusted debt will approach 10% in 2013," he added.

"The ratings on Kronos reflect the company's limited focus on the
highly cyclical, commodity-based TiO2 market and our expectation
that credit metrics will be at trough levels in 2013.  Because we
view the company's concentrated ownership and complex corporate
structure as risk factors, we focus our analysis of the company's
credit metrics at Valhi, Kronos's parent company.  The ratings
also reflect our expectation that, although weaker industry
conditions could persist for at least several more quarters, a
gradual industry recovery should support an improvement to credit
metrics in 2014 to the 20% funds from operations (FFO) to total
debt we expect at the rating.  In addition, we believe that the
company's growth and shareholder rewards plans will not increase
its debt leverage beyond our expectations for the ratings.  We
characterize the company's business risk profile as "weak" and its
financial risk profile as "aggressive", S&P noted

The stable outlook reflects S&P's expectation that, despite
weakened industry conditions, Kronos's operating results will
improve over the next few quarters to support adequate liquidity
and financial metrics appropriate for the ratings.  S&P also
expects that management will maintain a prudent approach to
funding growth and shareholder rewards.

S&P could lower the ratings if it expects continued weakness in
end-market demand and declining selling prices to lead to EBITDA
margins well below 10% through 2014.  In this scenario, S&P would
expect FFO to total debt to remain in the 10% to 12% range over
that period.  S&P could also lower the ratings if the company uses
additional debt to fund growth plans or shareholder rewards
without an offsetting improvement to its business risk profile, or
if environmental liabilities increase meaningfully as a result of
additional accounting disclosure on remediation obligations.

S&P could raise ratings if TiO2 industry conditions recover more
quickly than expected over the next year, leading to greater than
10% revenue growth in 2014 and EBITDA margins of about 15%.  In
this scenario S&P would expect FFO to total debt to surpass 30%.
However, because of the highly cyclical, commodity-based nature of
the company's operations, S&P would look for additional evidence
that improved credit metrics are sustainable in order to consider
a higher rating.


LEHMAN BROTHERS: Selling $1.06-Billion of LBI Claims at 45%
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Reorganized Lehman Brothers Holdings
Inc. is selling a $1.06 billion chunk of its unsecured claim
against brokerage subsidiary Lehman Brothers Inc. for 44.75
percent of face value, yielding $474.35 million cash for
distribution to creditors of the Lehman holding company.

According to the report, the Lehman parent said in mid-May that it
was looking to sell its $14 billion unsecured claim against the
brokerage, which is in a separate liquidation.  The new sale,
announced May 31, is the second sale of part of the $14 million
approved claim.

The report notes that on May 22 Lehman disclosed agreement to sell
$4.22 billion of the claim for 44.5 percent, to generate $1.88
billion.  The credit trading desk of JPMorgan Chase & Co. arranged
the trade for the Lehman holding company, according to Elizabeth
Seymour, a bank spokeswoman.  Selling the claim became possible as
the result of a settlement between the Lehman parent and the
trustee for the Lehman broker that was approved as part of a
larger settlement authorized by the bankruptcy court in April.

The report relates that in addition to the $14 billion unsecured
claim, the settlement gave the Lehman holding company $2 billion
cash and a $240 million priority claim.  Selling the claim against
the broker for cash will enable the holding company to accelerate
distribution to its creditors because the trustee for the Lehman
broker isn't in a position yet to make distributions on general
claims.

The report says that the sale of the claim won't occur until the
settlement between the Lehman parent and brokerage becomes
effective.

                       About Lehman Brothers

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

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

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

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and
a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Battle over 2008 Sale Goes Before Appeals Panel
----------------------------------------------------------------
Nick Brown, writing for Reuters, reported that Lehman Brothers'
defunct brokerage told an appeals court it was entitled to
billions of dollars in cash it says was wrongly included in its
2008 sale to Barclays Plc.

According to the report, the arguments in federal appeals court in
New York renewed a murky, years-old court battle with huge
implications for the brokerage's creditors, including Lehman
affiliates and hedge funds.

"It was made very clear" in the asset purchase agreement "what was
going to Barclays and what was staying behind," said the
brokerage's lawyer, William Maguire, the report related. "The deal
didn't exclude just some cash, it excluded all cash."

The dispute has its roots in the hectic sale of the brokerage's
assets to Barclays in the days following the $639 billion
bankruptcy of parent company Lehman Brothers Holdings Inc in
September of 2008, the report recalled.  The brokerage contends
the $250 million deal did not include the brokerage's cash assets.
But Barclays says otherwise, relying on a so-called clarification
letter signed after the deal was approved.

The case is No. 12-2322, U.S. Court of Appeals for the Second
Circuit.

                       About Lehman Brothers

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

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

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

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Investors Get $640MM Fraud Suit Sent to State Ct.
------------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that a New York
federal judge found that a $640 million securities fraud case
against a Lehman Brothers Holdings Inc. unit can be timely
adjudicated in state court and won't significantly impact the
liquidation of Lehman's estate.

According to the report, U.S. District Judge Lorna G. Schofield
ruled that although another judge had previously rejected an
earlier request for mandatory abstention based on the factor of
whether the case would suffer greater delay in state court, that
ruling is not binding.

                       About Lehman Brothers

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

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

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

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Trustee Pushes 2nd Circ. to Reverse Barclays Win
-----------------------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that the trustee
in charge of liquidating Lehman Brothers Inc. urged the Second
Circuit to undo a court decision that awarded $4 billion of its
collateral to Barclays PLC, a long-contested aspect of Barclays'
financial crisis-era purchase of the brokerage.

According to the report, Barclays' deal to buy most of Lehman's
assets, approved by a bankruptcy court judge in September 2008,
did not give Barclays a legitimate claim to Lehman's collateral, a
lawyer for trustee James W. Giddens told a panel of judges at oral
arguments in Manhattan.

                      About Lehman Brothers

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

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

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

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley &McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
HoulihanLokey Howard &Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Can Sell More Claims Against Brokerage Unit
------------------------------------------------------------
Saabira Chaudhuri and Joseph Checkler writing for Daily Bankruptcy
Review reports that Lehman Brothers Holdings Inc. is selling more
of the claims against its defunct brokerage, as part of a
continuing strategy to quickly recover money that will go to its
creditors.

Lehman said May 30 it will sell an additional $1.06 billion of its
general unsecured claims against the brokerage unit, Lehman
Brothers Inc., which is being unwound by trustee James W. Giddens.

                     About Lehman Brothers

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

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

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

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEVEL 3: Stockholders Elect 14 Directors
----------------------------------------
At Level 3 Communications, Inc.'s annual meeting of stockholders
hedl on May 23, 2013, the stockholders elected 14 directors to
hold office until the annual meeting of stockholders in 2014 or
until his successor is elected and qualified, namely:

   (1) Walter Scott, Jr.;
   (2) Jeff K. Storey;
   (3) General Kevin P. Chilton;
   (4) Admiral Archie R. Clemins;
   (5) Steven T. Clontz;
   (6) Admiral James O. Ellis, Jr.;
   (7) Michael Glenn;
   (8) Richard R. Jaros;
   (9) Michael J. Mahoney;
  (10) Charles C. Miller, III;
  (11) John T. Reed;
  (12) Peter Seah Lim Huat;
  (13) Peter van Oppen; and
  (14) Dr. Albert Yates.

The stockholders also approved the compensation of the Comapany's
named executive officers.

Effective May 23, 2013, the Board of Director of Level 3 confirmed
the following committee assignments for the Board's standing
committees.

  Audit Committee
  ---------------
John T. Reed (Chairman)
Kevin P. Chilton
Archie R. Clemins
T. Michael Glenn

  Classified Business and Security Committee
  ------------------------------------------
James O. Ellis, Jr. (Chairman)
Kevin P. Chilton
Charles C. Miller, III
Jeff K. Storey
John T. Reed

  Compensation Committee
  ----------------------
Michael J. Mahoney (Chairman)
Richard R. Jaros
Peter Seah Lim Huat
Peter van Oppen

  Nominating and Governance Committee
  -----------------------------------
Albert C. Yates (Chairman)
James O. Ellis, Jr.
Steven T. Clontz

  Strategic Planning Committee
  ----------------------------
Steven T. Clontz (Chairman)
Archie R. Clemins
Richard R. Jaros
Charles C. Miller, III

                         About Mr. van Oppen

Mr. van Oppen has been a partner at Trilogy Partnership, a private
investment firm focused on technology and telecommunications,
since 2006.  Prior to joining Trilogy, Mr. van Oppen served as
Chief Executive Officer and Chairman of the Board for Advanced
Digital Information Corporation, a data storage company, for 12
years, from 1994 through its acquisition by Quantum Corp. in 2006.
Prior to ADIC, Mr. van Oppen served as President and Chief
Executive Officer of Interpoint, a predecessor company to ADIC,
from 1989 until its acquisition by Crane Co. in October 1996, and
had also been a consultant at PricewaterhouseCoopers and Bain &
Company.  Mr. van Oppen currently serves as the Chairman of the
Board of Trustees and is the former Chair of the Investment
Committee at Whitman College and serves on the boards of directors
of several private companies.  Mr. van Oppen was formerly a
director of Isilon Systems, Inc.

The Board has determined that Mr. van Oppen is independent within
the meaning of the listing standards of The New York Stock
Exchange.

Mr. van Oppen will earn fees for Board service consisting of a
$75,000 annual cash retainer.  As a member of the Compensation
Committee, in addition to his other compensation as a Board
member, Mr. van Oppen will receive a cash retainer of $15,000.
Level 3 will also compensate Mr. van Oppen with a grant of
restricted stock units as of July 1 of each year, with the number
of units determined by dividing $150,000 by the volume-weighted
average price of Level 3's common stock over the period from
January 1 to June 30, subject to a cap of 6,666 units.  These
restricted stock units vest and settle in shares of Level 3's
common stock, par value $.01 per share, on the first anniversary
of grant.

Mr. van Oppen was also awarded an initial grant of restricted
stock units with a value of $150,000 on the date of grant, which
was March 1, 2013.  The restrictions on transfer for this initial
grant lapse 100 percent on the third anniversary of the date of
grant.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 incurred a net loss of $422 million in 2012, a net loss of
$756 million in 2011, and a $622 net loss in 2010.  The Company's
balance sheet at March 31, 2013, showed $12.88 billion in total
assets, $11.77 billion in total liabilities and $1.10 billion in
total stockholders' equity.

                           *     *     *

In October 2012, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.  LVLT's ratings recognize, in
part, the de-leveraging of the company's balance sheet resulting
from its acquisition of Global Crossing Limited (GLBC).

Level 3 carries a 'B-' corporate credit rating, with positive
outlook, from Standard & Poor's Ratings Services.


LIFECARE HOLDINGS: Settlement Approval Paves Way for Carlyle Sale
-----------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge signed off on a proposed settlement between
LifeCare Holdings Inc.'s creditors committee and its private
equity purchaser, removing the final obstacle to hospital group's
$320 million sale to The Carlyle Group LP.

According to the report, the federal government and the U.S.
trustee argued the agreement should be rejected because it would
pay junior creditors while more senior claims went wanting, but
U.S. Bankruptcy Judge Kevin Gross overruled their objections,
finding that the absolute priority rule did not come into play.

                          About LifeCare

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

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

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

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

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

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


LIGHTSQUARED INC: Lands Exit Financing Deal With Jefferies
----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that LightSquared
Inc. said it reached a deal with Jefferies LLC to finance its exit
from bankruptcy but is asking a court to keep the terms of the
agreement under wraps in an effort to keep the information out of
the hands of competing financial institutions.

According to the report, in a court filing, LightSquared sought
approval for the financing, which it says should fulfill the
company's prepetition debt and serve as a critical step toward
repaying its creditors and exiting bankruptcy.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIVINGVENTURES INC: Incurs $465K Net Loss in First Quarter
----------------------------------------------------------
LivingVentures, Inc., formerly known as Green Global Investments,
Inc., filed its quarterly report on Form 10-Q, reporting a net
loss of $465,225 on $194,869 of revenue for the three months ended
March 31, 2013, compared with a net loss of $187,345 on $0 revenue
for the same period last year.

The Company's balance sheet at March 31, 2013, showed $2.8 million
in total assets, $2.6 million in total liabilities, and
stockholders' equity of $150,282.

"The Company sustained an accumulated net loss of $2,603,346 for
the period from Dec. 17, 1999 (inception) to March 31, 2013.  This
raises substantial doubt about its ability to continue as a going
concern."

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

Maitland, Fla.-based LivingVentures, Inc., is engaged in the
acquisition, development and operation of senior housing
communities.


LMR LLC: Austin Hotel Owner Has Confirmed Plan
----------------------------------------------
LMR, LLC d/b/a Baymont Inn & Suites Austin South, won confirmation
of its chapter 11 exit plan.  Bankruptcy Judge Christopher Mott
overruled an objection by Asset Ventures Fund I, Ltd., the
Debtor's lender and secured creditor.

AVF holds a claim against the Debtor for roughly $3.8 million,
secured by the Baymont Hotel owned by the Debtor.

"This case involves a Chapter 11 debtor hotel owner that
experienced financial difficulties as the result of the unexpected
loss of its prior franchise and the nationwide recession.  In a
remarkable turnaround, this debtor has been able to recover during
its bankruptcy case due to a rising Austin hotel market that is
increasing its revenue and value.  As more people travel to Austin
to engage in leisure pursuits -- whether it be to see live music,
watch independent films, attend college football games, or
experience a new racetrack that is close by -- a segment of these
out-of-towners are taking 'refuge from home life' at the debtor's
limited service hotel.  As a result, in a difficult (but not
unprecedented) legal setting, this particular Chapter 11 debtor
can successfully cramdown its plan of reorganization on an
objecting secured creditor that recently acquired the debtor's
loan." Judge Mott said.

The Court directed the Debtor's counsel to submit a proposed form
of order confirming the Debtor's Modified Second Amended Plan of
Reorganization within 14 days after entry of the Court's Opinion.

The Court on April 25, 2013, conducted the confirmation hearing
regarding the First Amended Plan of Reorganization, as amended by
the Second Amended Plan of Reorganization, and as modified by the
Modified Second Amended Plan of Reorganization. AVF filed the lone
objection.

A copy of the Court's May 24, 2013 Opinion is available at
http://is.gd/xSOOXUfrom Leagle.com.

LMR, LLC, dba Baymont Inn & Suites Austin, and as Baymont Inn &
Suites Austin South, filed for Chapter 11 bankruptcy (Bankr. W.D.
Tex. Case No. 12-12267) on Oct. 2, 2012, in its hometown in
Austin.  Judge H. Christopher Mott oversees the case.  Frank B.
Lyon, Esq. -- franklyon@me.com -- serves as LMR's bankruptcy
lawyer.  LMR estimated $1 million to $10 million in both assets
and debts.  A list of LMR's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txwb12-12267.pdf
The petition was signed by Lisa Rhee, manager.


LUXEYARD INC: Chief Operating Officer Resigns
---------------------------------------------
LuxeYard, Inc., said that Jerome Wilkerson, the Company's chief
operating officer, chief technology officer and chief financial
officer signatory resigned from his positions at the Company and
its subsidiaries.  The Company said suitable replacements will be
determined by the Board of Directors.

                         About Luxeyard, Inc.

Los Angeles, California-based Luxeyard, Inc., a Delaware
Corporation, is an internet company selling luxury goods on a
flash Web site.  Luxeyard, Inc., is the parent company of the
wholly owned subsidiaries, LY Retail, LLC, incorporated under the
laws of the State of Texas on April 20, 2011, and LY Retail, LLC,
incorporated in the State of California on Nov. 8, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.5 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $4.3 million.

"As of Sept. 30, 2012, we have generated minimal revenues since
inception.  We expect to finance our operations primarily through
our existing cash, our operations and any future financing.
However, there exists substantial doubt about our ability to
continue as a going concern because we will be required to obtain
additional capital in the future to continue our operations and
there is no assurance that we will be able to obtain such capital,
through equity or debt financing, or any combination thereof, or
on satisfactory terms or at all.  Additionally, no assurance can
be given that any such financing, if obtained, will be adequate to
meet our capital needs.  If adequate capital cannot be obtained on
a timely basis and on satisfactory terms, our operations would be
materially negatively impacted.  Therefore, there is substantial
doubt as to our ability to continue as a going concern."

An Involuntary Petition for bankruptcy, entitled In re Luxeyard,
Inc. (Case No. 12-bk-51986-BR), was filed against LuxeYard, Inc.,
by three creditors of the Company.  The petition was filed in the
United States Bankruptcy Court, Central District of California.
The date that jurisdiction was assumed was Dec. 27, 2012.  The
Petitioners have claimed that they have debts totaling $66,220.


MANASOTA GROUP: Late Filed 2011 Financials Show $544K Loss
----------------------------------------------------------
Manasota Group, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$544,686 on $273,266 of total operating income for the year ended
Dec. 31, 2011, as compared with a net loss of $5.76 million on
$58,184 of total operating income for the year ended Dec. 31,
2010.

The Company's balance sheet as of Dec. 31, 2011, showed $1.23
million in total assets, $1.58 million in total liabilities and a
$353,848 total shareholders' deficit.

None of the Company's officers have been receiving any
compensation since Sept. 10, 2010.  Moreover, beginning after
filing the quarterly report on Form 10-Q for the third quarter of
2011, particularly with the advent of the requirement that the
Company's periodic reports be accompanied by Interactive Data
Files pursuant to Rule 405 of Regulation S-T, the total fees
payable to the accountants, legal counsel and contractors engaged
to convert the reports into formats suitable for filing on EDGAR
have increased to a level which exceeded the Company's net margin.
Furthermore, the Common Stock continued to trade very thinly and
on a sporadic basis.  Consequently, on or about Dec. 31, 2011, the
Board of Directors made the decision to temporarily suspend the
Company's filing of periodic reports under the Exchange Act
beginning with its Annual Report on Form 10-K for the fiscal year
ending Dec. 31, 2011.

On April 26, 2013, the Company received a letter from the Office
of Enforcement Liaison in the SEC's Division of Corporation
Finance.  The letter informs the Company that if it does not take
the necessary steps to return the Company into compliance with its
reporting requirements under the Exchange Act within the next
fifteen days, the SEC may commence administrative proceedings to
revoke the Company's registration under the Exchange Act and
impose a trading suspension with respect to the Common Stock.  On
May 6, 2013, the Company filed a letter with the SEC setting forth
a plan for returning into that compliance by filing this Report on
or before May 31, 2013, and all other delinquent periodic reports
on or before July 31, 2013, and requesting that no such
administrative proceedings or trading suspension be commenced at
this time.

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

                        http://is.gd/n6wDCE

                       About Manasota Group

Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc., was
incorporated in the State of Florida on May 27, 1998, for the
purpose of becoming a bank holding company owning all of the
outstanding capital stock of Horizon Bank, a commercial bank
chartered under the laws of Florida and a member of the Federal
Reserve System.


MARKWEST ENERGY: Fitch Affirms 'BB' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings affirms MarkWest Energy Partners, L.P.'s Issuer
Default Rating (IDR) and senior unsecured rating at 'BB', and the
senior secured rating at 'BB+'.

The Rating Outlook has been revised to Negative from Stable.
Today's rating action affects approximately $3 billion of debt
outstanding.

The Negative Outlook reflects Fitch's concern about limited
liquidity and covenant headroom over the next few quarters as
MarkWest continues with its expansion plans. The company's
significant investments in infrastructure projects in the
Marcellus and Utica shale plays should ultimately benefit the
credit profile. However, capex needs have hurt current credit
metrics.

Leverage as of 1Q'13 was high enough to reduce availability to
draw on the revolver to $145 million due to a financial covenant.
Over the next couple of quarters, Fitch expects that MarkWest's
leverage may remain close to the bank agreement's maximum leverage
of 5.5x (but not exceed it) which would result in ongoing reduced
liquidity.

Historically, the company has been active in raising capital with
equity offerings. Fitch expects that MarkWest will continue to use
this as a source of funding for growth, and that the company will
be able to raise equity as needed to maintain liquidity and comply
with covenants. Over the next few quarters, Fitch will monitor
MarkWest's equity issuances as well as EBITDA growth, which would
reduce leverage.

Key Rating Drivers

Key rating factors which support the rating include:

-- A reasonably diverse footprint with leading positions in the
   liquids-rich areas in the Mid-continent and Appalachia;

-- Strategically well-positioned assets with exposure to the
   rapidly growing Marcellus and Utica shale plays;

-- An increasing amount of fee-based revenue sources and a
   layered hedging strategy;

-- A strategy to fund growth with a balanced combination of
   debt and equity.

The ratings also factor in the following concerns:

-- Increased leverage which has significantly reduced liquidity
   but should improve later in 2013 and into 2014;

-- Some exposure to non-fee-based cash flows from keep-whole and
   percent-of-proceeds arrangements;

-- Reliance on drilling and production activities in the E&P
   sector for gathering and processing volumes, which in turn are
   ultimately driven by volatile hydrocarbon prices;

-- A significant long-term capital expenditure program;

-- Use of proxy hedging that can be periodically affected by
   breakdowns in the correlation between crude oil and natural
   gas liquids (NGL) prices.

Leverage: At the end of 1Q'13, debt to adjusted leverage (defined
by Fitch as debt to adjusted EBITDA) was 5.6x, up from 4.8x at the
end of 2012. The increase is attributed to the $1 billion bond
offering in January 2013 which was used for the early retirement
of high-coupon debt and to prefund a portion of 2013's capex
budget. On a sequential basis, leverage increased 0.3x when
adjusting for cash on the balance sheet.

Fitch expects that leverage will be elevated over the next few
quarters to fund growth projects in two important shale plays, the
Marcellus and Utica, and prior to significant new-project EBITDA
being realized. Fitch anticipates that leverage will remain in the
range of 5-5x.5x at the end of 2013 but then fall to a range of
4.25x-4.75x in 2014 as new gathering and processing volumes drive
EBITDA growth.

Restrained Liquidity: At the end of 1Q'13, MarkWest's availability
to draw on its $1.2 billion secured revolver was reduced to $145
million due to financial covenants which do not allow leverage (as
defined in the bank agreement) to exceed 5.5x. Borrowing capacity
was significantly reduced from $680 million of availability at the
end of 2012. The revolver expires in 2017. Cash on the balance
sheet was $654 million and of that total, $148 million was held at
the Utica joint venture (JV) leaving MarkWest with $506 million on
a standalone basis.

MarkWest does not have any near-term debt. The next debt maturity
is scheduled for 2020.

Amendment: In December 2012, MarkWest's secured revolving credit
agreement was amended to increase the financial covenant for the
total leverage ratio (as defined by the bank agreement) to 5.5x
from 5.25x through 4Q'13. After that, the total leverage ratio
cannot exceed 5.25x. The bank definition of total leverage differs
from the Fitch calculation and the largest difference is that the
bank definition gives pro forma EBITDA credit for material
projects.

Spending: The company expects 2013 capex to be in the range of
$1.5 billion-$1.8 billion (and is net of The Energy Minerals
Group's (EMG) contribution to a JV in the Utica). In 2012, capex
was approximately $2 billion. In addition, MarkWest made an
acquisition for approximately $510 million.

While MarkWest's spending has been significant, the company has
used a combination of debt and equity to fund growth. In 2012, net
equity proceeds were $1.6 billion while new debt issued was just
$750 million.

Distributable Cash Flow and Coverage: Distributable cash flow
(DCF) for the latest 12 months (LTM) ending 1Q'13 was $418 million
and the company expects it to be in the range of $500 million-$540
million for the year.

The distribution coverage for the LTM ending 1Q13 was 1.1x, which
is slightly below where it has averaged (approximately 1.2x). As
of July 1, 2013, 20% of the 19.95 million Class B units held by
EMG will begin to vest (the vesting schedule is 20% per
year beginning in 2013), so the coverage ratio may decline
slightly in the latter half of the year.

Hedging: The company uses some direct product hedges as well as a
proxy hedging strategy which is vulnerable to a periodic breakdown
in the correlation between crude oil and NGLs. At the end of
1Q'13, 72% of its expected commodity exposed volumes were hedged
for 2013 and of that total, 65% were covered by direct hedges and
the remainder were dirty hedges. The company has hedged 30% for
2014 and 75% of those hedges are direct product hedges.

Fee-Based Contracts: In 1Q'13, 58% of net operating margin was
from fee-based contracts versus 39% in the year earlier period.
MarkWest projects that net operating margin from fee-based
arrangements will increase to 63% for 2013 and rise to 70% for
2014. Fitch considers the increase of fee-based contracts
favorable from a credit perspective.

Ratings Sensitivities

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

-- Increased size, scale, and earnings diversification matched
   with a sustained decrease in leverage (defined by Fitch as
   debt to adjusted EBITDA) to approximately 4.5x for a sustained
   period of time;

-- Material improvements in liquidity.

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

-- Leverage (defined by Fitch as debt to adjusted EBITDA) in
   excess of 5.0x on a sustained basis;

-- Failure to meaningfully improve liquidity through an equity
   raise over the next few quarters;

-- Higher leverage either for high multiple acquisitions or to
   fund growth projects above and beyond planned debt increases.


MAUI LAND: Now in Compliance with NYSE's Listing Standards
----------------------------------------------------------
Maui Land & Pineapple Company, Inc., has been informed by the New
York Stock Exchange that it is now considered a "company back in
compliance" with the NYSE's continued listing standards.  The NYSE
decision was based on MLP's consistent positive performance with
respect to its business plan and the NYSE's market capitalization
standards over the past two quarters.

The NYSE notified the Company in October 2012 that it was not in
compliance with the NYSE's continued listing standards because its
average market capitalization was less than $50 million over a 30
trading-day period and its most recently reported shareholders'
equity was less than $50 million.  In December 2012, the Company
submitted a business plan outlining its actions to achieve
compliance within 18 months.

On May 20, 2013, MLP's average market capitalization over a 30
trading-day period was approximately $81 million.

                 About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

Maui Land incurred a net loss of $4.60 million in 2012, as
compared with net income of $5.07 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $60.84 million in total
assets, $96.68 million in total liabilities and a $35.84 million
stockholders' deficiency.

Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring negative cash
flows from operations and deficiency in stockholders' equity which
raise substantial doubt about the Company's ability to continue as
a going concern.


MCCLATCHY COMPANY: Stockholders Elect 11 Directors
--------------------------------------------------
The McClatchy Company held its annual meeting of shareholders on
May 14, 2013, at which the shareholders elected the following as
directors:

   Class A Common Stock
   --------------------
   Elizabeth Ballantine
   Kathleen Foley Feldstein
   Clyde Ostler

   Class B Common Stock
   --------------------
   Leroy Barnes, Jr.
   Molly Maloney Evangelisti
   Brown McClatchy Maloney
   William B. McClatchy
   Kevin S. McClatchy
   Theodore R. Mitchell
   Frederick R. Ruiz
   Patrick J. Talamantes

The shareholders also ratified the selection of Deloitte & Touche
LLP as the Company's independent auditors for 2013.

                    About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The McClatchy incurred a net loss of $144,000 in 2012, as compared
with net income of $54.38 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $2.84 billion in total assets,
$2.81 billion in total liabilities,  and $32.83 million in
stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MDU COMMUNICATIONS: Seeking Extension of $30MM Credit Facility
--------------------------------------------------------------
MDU Communications International, Inc., received notice from
Multiband Corporation that in connection with Multiband entering
into a merger agreement with Goodman Networks Inc., Multiband was
terminating the Acquisition Agreement with the Company.

Meanwhile, the Company is currently in discussions with its
lenders for the extension of its $30 million credit facility,
which matures on June 30, 2013, while the Company evaluates
strategic options, including merger, sale of the Company or sale
of Company assets.

                     About MDU Communications

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital phone and other information and communication
services to residents living in the United States multi-dwelling
unit market -- estimated to include 32 million residences.

The Company reported a net loss of $6.4 million on $27.3 million
of revenue for 2012, compared with a net loss of $7.4 million on
$27.9 million of revenue for 2011.  The Company's balance sheet at
March 31, 2013, showed $18.04 million in total assets, $32.14
million in total liabilities and a $14.09 million total
stockholders' deficiency.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about MDU's ability to continue as a going concern following
the financial results for the year ended Sept. 30, 2012.  The
independent auditors noted that the Company has incurred
significant recurring losses, has a working capital deficit, and
an accumulated deficit of $75 million at Sept. 30, 2012.  They
also noted that the Company's $30 million Credit Facility matures
on June 30, 2013.


MERIDIAN SUNRISE: Evidentiary Hearing on Plan Will Start June 17
----------------------------------------------------------------
The Hon. Brian D. Lynch of the U.S. Bankruptcy Court for the
Western District of Washington will convene an evidentiary hearing
commencing on June 17, 2013, at 9:30 a.m., to determine whether or
not to confirm the First Amended Plan of Reorganization of
Meridian Sunrise Village, LLC.

The First Amended Disclosure Statement is approved permitting the
Debtor to solicit acceptances or rejections of the Amended Plan.
An objection to approval of the Disclosure Statement was filed by
U.S. Bank National Association.  Ballots accepting or rejecting
the Plan were due May 22.  Any objections to confirmation of the
Plan were also due May 22.  An initial hearing was schedule for
May 29, to consider the confirmation of the Debtor's Plan and any
objections thereto.

According to the First Amended Disclosure Statement, the Plan
provides that the Debtor will continue to own, manage and operate
its shopping center property and continue the lease-up process
after the Effective Date in the ordinary course of business.

All claims that are allowed by the Court will be paid in full.
Holders of Claims secured by the real property and improvements
owned by the Debtor will retain their liens on and security
interests in such property until their claims are fully paid.
Unsecured creditors will also be paid in full over time, with
interest on their claims.  The Debtor's members will retain their
equity interests in the Debtor going forward.

The distributions under the Plan will be made from amounts
generated from operations of the Reorganized Debtor.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/MERIDIAN_SUNRISE_1amendedds.pdf

                About Meridian Sunrise Village LLC

Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18,
2013.  The Debtor, a single asset real estate under 11 U.S.C. Sec.
101(51B), disclosed $70.6 million in total assets and
$65.9 million in total liabilities in its schedules.

The Debtor owns the property known as the New Meridian Sunrise
Village in 10507 156th St. E. Puyallup, Washington.  The Debtor
has valued the property at $70 million, which property secures
debt of $64.4 million to U.S. Bank, National Association.  A copy
of the schedules attached to the petition is available at
http://bankrupt.com/misc/wawb13-40342.pdf


MF GLOBAL: Court Approves Agreement to Resolve Deutsche Bank Claim
------------------------------------------------------------------
U.S. Bankruptcy Judge Martin Glenn approved the agreement signed
by MF Global Holdings Ltd.'s trustee and Deutsche Bank to resolve
the validity and amount of claim asserted by the bank.

Under the agreement, the claim will be allowed as a Class 6D
general unsecured claim against MF Global FX in the amount of
$8.325 million.

Deutsche Bank purchased the claim from Banco Monex S.A. in July
2012.  Banco Monex filed the claim after MF Global FX allegedly
failed to make necessary payments under a 2009 agreement

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MF GLOBAL: Claimant Ordered to Pay $250 Fine for Misconduct
-----------------------------------------------------------
U.S. Bankruptcy Judge Martin Glenn imposed a monetary sanction
against Michelle Coe who was found guilty of misconduct for filing
a $35 million claim against MF Global Holdings Ltd.

In a May 29 ruling, Judge Glenn ordered Ms. Coe to pay a fine of
$250 and warned her that she could face larger fines for "any
future frivolous conduct."

Ms. Coe brought what she deemed an administrative expense claim
tied to Man Financial's 2005 acquisition of Refco Inc.'s assets
despite warnings that she could face penalties if she continued to
file frivolous pleadings.

On April 18, Judge Glenn threw out Ms. Coe's $35 million claim,
and ordered her to pay a fine.  Barely two weeks after he issued
the ruling, the bankruptcy judge vacated the sanction and gave Ms.
Coe a chance to defend herself at the May 24 hearing.  Ms. Coe,
however, failed to appear in person or by telephone at the
hearing.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MF GLOBAL: Wins Court Approval to Settle Claim of NYSDTF
--------------------------------------------------------
U.S. Bankruptcy Judge Martin Glenn approved an agreement, which
calls for the settlement of claims of the New York State
Department of Taxation and Finance.  Under the deal, NYSDTF agreed
to reduce its claim against MF Global Holdings USA Inc. to $73,664
from $4,475,289.  The agreement is available for free at
http://is.gd/tnznpL

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MFM INDUSTRIES: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: MFM Delaware, Inc.
             aka MFM Industries (Delaware), Inc.
             P.O. Box 86
             Lowell, FL 32663

Bankruptcy Case No.: 13-11359

Chapter 11 Petition Date: May 28, 2013

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Scott J. Leonhardt, Esq.
                  THE ROSNER LAW GROUP, LLC
                  824 Market Street, Suite 810
                  Wilmington, DE 19801
                  Tel: (302) 777-1111
                  E-mail: leonhardt@teamrosner.com

                         - and ?

                  Frederick Brian Rosner, Esq.
                  THE ROSNER LAW GROUP LLC
                  824 Market Street, Suite 810
                  Wilmington, DE 19801
                  Tel: (302) 777-1111
                  E-mail: rosner@teamrosner.com
Debtor's
Co-Counsel:       KING & SPALDING, LLP

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

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

Affiliate that simultaneously filed for Chapter 11 protection:

        Debtor                          Case No.
        ------                          --------
MFM Industries, Inc.                    13-11360
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000

The petitions were signed by Matthew A. Crane, president and CEO.

A. MFM Delaware's List of Its Two Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ben Chereskin                      Note                   $362,949
c/o Profile Capital Management, LLC
400 N. Michigan Avenue, Suite 620
Chicago, IL 60611-4138

Spitfire Global, Inc.              Note                    $91,619
800 Sailboat Key Boulevard
St. Petersburg Beach, FL 33707

B. MFM Industries, Inc.'s List of Its 20 Largest Unsecured
Creditors:
        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Terex Financial Services, Inc.     Trade Debt             $809,540
200 Nyala Farm Road
Westport, CT 06880

Delta Express Systems, Inc.        Trade Debt             $412,836
4254 N. Clark Road
Gainesville, GA 30506

CKS/Regal Plastics                 Trade Debt             $275,208
2818 Merrell Road
Dallas, TX 75229-4701

ProEnergy Partners, LP             Trade Debt             $243,955

Total Quality Logistics            Trade Debt             $229,000

Anduro Manufacturing, LLC          Trade Debt             $186,773

Krebs Land Development, LLC        Trade Debt             $186,408

Hood Packaging Corporation         Trade Debt             $130,496

Maxpak Total Packaging             Trade Debt             $106,923

Daymon Worldwide                   Trade Debt              $82,788

Motion Industries                  Trade Debt              $55,060

ESM Metro                          Trade Debt              $48,039

Cady Bag Company, LLC              Trade Debt              $46,633

ADP Commercial                     Trade Debt              $43,528

CSX Transportation                 Trade Debt              $42,580

Letica Corporation                 Trade Debt              $41,935

Bentonite Performance Minerals,    Trade Debt              $41,025
LLC

Teco Peoples Gas                   Trade Debt              $38,124

Chuck Latham Associates, Inc.      Trade Debt              $37,168

Progress Energy Florida, Inc.      Trade Debt              $36,756


MOMENTIVE PERFORMANCE: Moody's Changes Outlook to Negative
----------------------------------------------------------
Moody's Investors Service changed the outlook on Momentive
Performance Materials Inc.'s (Momentive or MPM) to negative from
stable and affirmed the company's other ratings (Caa1 Corporate
Family Rating) given the company's ongoing weak financial
performance and the expectation that its available liquidity will
decline from current levels back toward $300 million by the end of
2013 without a more meaningful recovery in demand. Moody's
affirmed the company SGL-3 rating due to its improved balance
sheet cash and new credit facilities. Moody's also modified the
loss given default assessments on the company's debt.

"While financial performance has improved over the past two
quarters and its balance sheet cash has increased, Momentive's
financial performance remains well below levels that would cover
its cash expenses," stated John Rogers, Senior Vice President at
Moody's. "Given the slow pace of earnings improvement, free cash
flow is likely to remain negative for longer than previously
expected."

Ratings Rationale

The negative outlook reflects the continuing cash burn at MPM.
Although the company has no maturities before 2016 and it has
improved liquidity with the recent receipt of $102 million from
GE, Moody's anticipates that cash and available liquidity will
decline back toward $300 million by year end 2013. This assumes a
slow recovery in financial performance in 2013 and into 2014. The
affirmation of the Caa1 rating reflects the company's $392 million
of cash and available liquidity at March 31, 2013, which provides
additional time for the company's end markets to improve and
profitability to increase. MPM has extremely weak credit metrics
with Net Debt/EBITDA of over 15x and negative Retained Cash Flow.
The rating could be lowered if EBITDA does not rise above $70
million per quarter for the remainder of 2013 or if cash and
available liquidity falls below $250 million.

MPM's financial performance deteriorated in the fourth quarter of
2011, as new capacity in China was brought on-stream by several
competitors. Slow demand growth in China for silicones, combined
with declines in Europe, have caused margins to remain well below
historic averages and slowed the recovery in capacity utilization
rates in the industry. MPM's siloxane joint venture in Asia has
not resulted in a meaningful improvement in financial performance
due to this continuing over capacity.

The principal methodologies used in rating Momentive Performance
Material Inc were the Global Chemical Industry rating methodology
published in December 2009, and the Loss Given Default methodology
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009. Other methodologies and factors
that may have been considered in the process of rating this issuer
can also be found on Moody's website.

Momentive Performance Materials Inc., headquartered in Albany, New
York, is the second largest producer of silicones and silicone
derivatives worldwide. The company has two divisions: silicones
(which accounted for roughly 90% of revenues) and quartz. Revenues
were roughly $2.3 billion for the LTM ending March 31, 2013.


NATIVE WHOLESALE: GableGotwals Okayed to Handle Oklahoma Action
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Native Wholesale Supply Company to employ GableGotwals
as special counsel relating to an action pending in the District
Court of Oklahoma, where the Debtor is a defendant.

GableGotwals was paid a total of $125,000 for its services in
connection with the rendered legal services to the Debtor since
Oct. 16, 2012.

To the best of the debtor's knowledge, GableGotwals does not have
any connection with the Debtor, its creditors, or any party-in-
interest, or its respective attorneys.

               About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


NEWLAND INTERNATIONAL: Wins Confirmation of Prepackaged Plan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Newland International Properties Corp., the owner of
the Trump Ocean Club International Hotel & Tower in Panama City,
Panama, on May 30 won the signature of the bankruptcy judge on a
confirmation order approving the prepackaged Chapter 11
reorganization begun exactly one month earlier.

The pre-negotiated, pre-accepted reorganization is designed to
restructure $220 million in first-lien secured notes.  It was
accepted unanimously by noteholders.

The report notes that the Chapter 11 plan doesn't affect unsecured
creditors and allows owners to retain their stock.  The existing
$220 million in 9.5 percent senior secured notes will be paid in
full by issuance of new notes for the entire principal amount plus
accrued interest.  The new notes, to mature in May 2017, will pay
interest at 9.5 percent, although the collateral, amortization
schedule and covenants are revised.  The noteholders will have 30
percent of the owners' voting rights.

An executive vice president with Trump Organization Inc., Eric
Trump said the company has nothing to do with the project's
ownership or financing.  Trump Panama Hotel Management LLC is the
"property manager and nothing more," he said, the report adds.

                    About Newland International

Newland International Properties Corp., a unit of Panama-based
Ocean Point Development Corp. that developed luxury hotel and
condominium known as the "Trump Ocean Club International Hotel &
Tower," located in Panama City, Panama, has sought Chapter 11
protection in New York with a bankruptcy exit plan that would
further restructure $220 million secured notes used to finance the
project.

Newland, which filed the bankruptcy petition (Bankr. S.D.N.Y. Case
No. 13-11396) in Manhattan on April 30, 2012, said the Trump Ocean
Club is a multi-use 69-floor luxury tower overlooking the Pacific
Ocean, with luxury condominium residences, a world-class hotel
condominium, a limited number of offices and premier leisure
amenities.  The Trump Ocean Club is located on the Punta Pacifica
Peninsula -- one of the most exclusive neighborhoods in Panama
City.

Newland tapped Gibson, Dunn & Crutcher, LLP, as bankruptcy
counsel; Adames, Duran, Alfaro & Lopez as Panamanian counsel; Epiq
Bankruptcy Solutions, LLC, as claims and notice agent and
tabulation agent; and Gapstone, LLC as financial advisor.

The Debtor estimated assets and debts of $100 million to $500
million.


NORTH AMERICAN ENERGY: S&P Alters Outlook to Stable & Keeps B- CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Edmonton, Alta.-based North American Energy Partners Inc. (NAEP)
to stable from developing.  At the same time, Standard & Poor's
affirmed its 'B-' long-term corporate credit rating and senior
unsecured debt rating on the company.  The '4' recovery rating on
the senior unsecured debt is unchanged.

"Although NAEP's revenues have decreased due to increasing in-
sourcing among its principal customers in the Western Canadian
Sedimentary Basin, heightened competition from other service
providers, and reduced development activity at the large oil sands
projects, the company has been able to improve its operating
margins and overall profitability," said Standard & Poor's credit
analyst Michelle Dathorne.  "We expect it should be able to
generate some positive free cash flow during our forecast period,
so we expect NAEP's cash flow protection metrics, which have
improved in fiscal 2013, should continue to strengthen in fiscal
years 2014 and 2015," Ms. Dathorne added.

The ratings on NAEP reflect Standard & Poor's view of the
company's limited operational diversification, and diminishing
visibility to future revenue growth, due to increasing competition
from other service providers and in-sourcing among its principal
customers.  S&P believes NAEP's improving operating margins in its
principal business segment, the heavy construction and mining
(HCM) division, its spending flexibility, which allows the company
to reduce capital spending to maintenance levels without
compromising its operating efficiency, and adequate liquidity
offset these weaknesses.

The stable outlook reflects Standard & Poor's expectation that
NAEP's forecast EBITDA should be sufficient to fund its financing
obligations and maintenance capital spending throughout S&P's
2013-2015 forecast period.  Standard & Poor's believes the
company's competitive position has weakened due to both reduced
business activity in its principal operating segment (HCM), as
well as the recent disposition and exit from some of its secondary
businesses, specifically its pipeline business unit and
construction operations in western Canada.  Despite its narrowed
business diversification, NAEP has been able to improve its
operating margins by renegotiating several key service contracts.

Despite the diminished visibility to revenue growth, due to
capital spending restraint among large oil sands producers, S&P
believes the company should maintain stable revenues and operating
cash flow from its remaining operations.  Nevertheless, if NAEP's
liquidity becomes less than adequate, or EBITDA falls and its cash
flow protection metrics weaken, such that fully adjusted debt-to-
EBITDA increases above 6.5x, S&P would lower the rating.

S&P do not believe the current business environment in the Western
Canadian Sedimentary Basin will provide an opportunity for
material organic growth in revenues and EBITDA; therefore, a
positive rating action during S&P's forecast period is unlikely to
occur.  If, however, the company is able to broaden its business
diversification (either organically or through a transformative
acquisition), and improve and sustain its operating margins and
return on capital employed while maintaining fully adjusted debt-
to-EBITDA at or below 4.0x, S&P would raise the corporate credit
rating to 'B'.


ORLEANS HOMEBUILDERS: PD Claims v. Unit Discharged in Bankruptcy
----------------------------------------------------------------
District Judge Joel H. Slomsky opined that claims asserted against
Stock Grange L.P. in the case Davis vs. Grubb were discharged in
the bankruptcy proceeding filed by Stock Grange.  Accordingly, the
Pennsylvannia district court ruled that Stock Grange is dismissed
as a party in the case.

Stock Range filed for bankruptcy on March 1, 2010, and obtained
confirmation of its Chapter 11 plan on Dec. 1, 2010.

The case arose out of a dispute over property damage.  The
Complaint alleges that work on the Grubbs' property by homebuilder
Stock Grange was performed negligently, which allowed two separate
floods to damage the property.

Moreover, upon agreement of the parties' counsel, the Complaint is
remanded back to the Court of Common Pleas of Chester County.

The cases are captioned TROY and JENNIFER DAVIS, and JILL U.
TILLMAN, Plaintiffs v. BRIAN and ERIN GRUBB and ORLEANS
HOMEBUILDERS, INC., Defendants; and ALLSTATE INSURANCE COMPANY
a/s/o TROY and JENNIFER DAVIS, Plaintiffs v. BRIAN and ERIN GRUBB
and ORLEANS HOMEBUILDERS, INC., Defendants, Civil Action Nos. 12-
4628, 12-6747 (E.D. Pa).  The parties agree that Stock Range is
incorrectly named in these cases as Orleans Homebuilders, Inc.
Stock Rage is a subsidiary of Orleans Homebuilders.

A copy of the District Court's May 23, 2013 Opinion is available
at http://is.gd/mtEcZKfrom Leagle.com.

                     About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  Gerard S. Catalanello, Esq., and James J. Vincequerra,
Esq., at Duane Morris LLP, in New York; Lawrence J. Kotler, at
Duane Morris LLP, in Philadelphia, Pennsylvania; and Richard W.
Riley, Esq., and Sommer L. Ross, Esq., at Duane Morris LLP, in
Wilmington, Delaware, serve as counsel to the Official Committee
of Unsecured Creditors.

The Company estimated assets and debts at $100 million to
$500 million as of the Petition Date.

Orleans Homebuilders, Inc., in February 2011 completed its
financial reorganization and emerged from Chapter 11 protection as
a newly reorganized company.  Orleans emerged with $160 million in
new financing, including a $30 million revolving credit facility.


READER'S DIGEST: Settles With FTC to Permit Plan Approval
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Reader's Digest Association reached a settlement with
the U.S. Federal Trade Commission, resolving a dispute that would
have blocked approval of the publisher's reorganization plan at
the June 28 confirmation hearing.

During and after Reader's Digest's prior bankruptcy
reorganization, the company marketed a device called the Ab Circle
Pro.  The FTC initiated an investigation in April 2010 and alleged
Reader's Digest was employing false advertising.

The report notes that the result was a settlement in August 2012
where Reader's Digest agreed to pay $31.2 million.  Giving credit
for what was paid before bankruptcy, the FTC filed a claim for
about $26.7 million.  Significantly, the FTC contended that the
claim would survive bankruptcy.  A ruling that the claim would be
discharged was an express condition that had to be met for the
plan to be confirmed.  In settlement, Reader's Digest agreed the
claim would be valid for the full amount, $26.7 million, although
as a general unsecured claim to be treated under the plan.  In
addition, the FTC will receive $500,000 cash to defray its
expenses.

The report relates that approval of the FTC settlement comes to
court for approval at the June 28 confirmation hearing.

The report says that the plan will complete an agreement
negotiated before the February Chapter 11 filing where holders of
what amounts to $475 million in second-lien floating-rate notes
will become the owners in exchange for debt.  The Chapter 11 plan
was modified to win support from the official creditors'
committee.  Their $500,000 pot was increased by $3.875 million,
raising the unsecured creditors' recovery from 0.1 percent to 3
percent.

                       About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

Under the Plan, holders of allowed general unsecured claims in
such sub-class will receive their pro rata share of the GUC
distribution; holders of allowed general unsecured claims of
Reader's Digest will also receive their pro rata share of the RDA
GUC distribution and the senior noteholder deficiency claims in
such sub-class will be deemed waived solely for purposes of
participating in the GUC distribution and the RDA GUC
distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


SABINE PASS: S&P Assigns 'BB+' Rating to $420MM Sr. Secured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
project rating to Sabine Pass LNG L.P.'s (SPLNG) $420 million in
senior secured notes due 2020, and assigned a '2' recovery rating,
indicating expectations of substantial (70% to 90%) recovery in a
default.  At the same time, S&P affirmed its 'BB+' issue rating
and '2' recovery rating on SPLNG's $1.67 billion 7.5% senior notes
due Nov. 30, 2016, and it withdrew its ratings on the 2013 notes.
The outlook is stable.

SPLNG's October 2012 refinancing amortized $130 million of long-
term debt and addressed its near-term maturities, both of which
S&P views as positive for credit.  Partially mitigating these
positives, the new notes are interest-only, which means further
amortization may not occur until the 2016 notes come due,
shortening the remaining repayment period covered by the terminal
use agreements.

In addition, the 2016 note indenture does not allow for a new debt
service reserve account to support the 2020 notes, a structural
feature that S&P typically expects in project financings.  The
sponsors mitigated this by adding a cash-trap feature in the
distribution account that acts as a "synthetic" debt service
reserve account, sufficient to cover six months of debt service
on the 2020 notes, effectively providing the same liquidity and
protection to lenders as a traditional debt service reserve.

"Furthermore, the new indenture provides for reinstating a
traditional debt service reserve for the 2020 notes once the 2016
indenture matures," said Standard & Poor's credit analyst Mark
Habib.

The rating and outlook is also tied to S&P's outlook on CQP and
SPL.  CQP's outlook reflects significant progress on its SPL
project and, based on this, CQP's improved ability to access
capital markets as demonstrated by ultimate parent CEI's repayment
of all outstanding long-term debt.


SAN BERNARDINO: NPGFC Explains Why It Can Keep Its Lawyers
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that National Public Finance Guarantee Corp. filed a
32-page brief last week explaining why the law firm Winston &
Strawn LLP is entitled to continue serving as its lawyers in the
Chapter 9 municipal bankruptcy of San Bernardino, California.

The report recounts that California Public Employees' Retirement
System filed papers in May telling the bankruptcy judge that
Winston & Strawn must be disqualified from continuing to represent
NPFGC.  Calpers, California's public employees' retirement fund,
described how Winston hired away a partner and two associates from
the Charlotte, North Carolina office of K&L Gates LLP.  Those
lawyers billed 500 hours working for Calpers in the San Bernardino
bankruptcy.  According to Calpers, it's mandatory for the court to
bar Winston from further representing National.  Naturally, NPFGC
argued in papers last week that it's not.

The report notes that for starters, NPFGC said the firm created a
"strong conflict screen" where the former Calpers lawyers won't
have anything to do with the San Bernardino case.  NPFGC laid out
case law saying there is no mandatory disqualification of an
entire firm when the two parties are not adversaries in the same
lawsuit.  NPFGC said that it has no claims against Calpers.  Even
though their interests are "not wholly aligned," they aren't in
the "most extreme" form of a "direct conflict."  Consequently,
NPFGC told the judge that Winston & Strawn can continue as its
lawyers given the screening wall.  The issue comes to court for
argument at a June 13 hearing.

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

San Bernardino announced in April 2013 that it will resume making
payments in July to California Public Employees' Retirement
System.  The city stopped making contributions after filing for
municipal bankruptcy.  The city told Calpers it will begin making
payments at the start of the fiscal year beginning in July.  The
annual payment is $25.5 million, or 21 percent of the city's
revenue.


SOUND SHORE: June 25 Hearing on Montefiore-Led Auction
------------------------------------------------------
Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home filed petitions for Chapter 11
protection on May 29 and will seek approval later this month to
conduct an auction led by Montefiore Medical Center.

Judge Robert D. Drain will convene a hearing June 25, 2013, at
10:00 a.m. to conduct approval of the bidding and auction
procedures proposed by the Debtors.  Objections are due June 18.

The Debtors have signed a contract to sell their not-for-profit
facilities for $54 million to Montefiore Medical Center, absent
higher and better offers in an auction in June.

Montefiore has agreed to become the stalking-horse bidder for the
assets under these terms:

    * The $54 million purchase price includes assumption of
      $9 million in employee liabilities, and the satisfaction of
      cure amounts for rejected contracts of up to a maximum of
      $3 million. The buyer will pay additional cash for
      furniture, equipment, and inventory.

    * The buyer has agreed to provide a guaranty in the amount of
      $7 million to $10 million to collateralize certain of the
      Debtors' postpetition loan obligations and has agreed to
      grant a continuing lien in post-closing accounts receivable
      to guaranty any shortfall in the collection of certain of
      the Debtors' postpetition revolving loan obligations in an
      amount not to exceed $5 million.

    * Montefiore is offering employment on a probationary basis to
      substantially all employees of the Debtors but won't assume
      any collective bargaining agreements with the employees.

    * In an event Montefiore is outbid in the auction, it will
      receive a break-up fee of 3% of the purchase price and an
      expense reimbursement not to exceed $750,000.

    * Montefiore may terminate the asset purchase agreement if the
      bidding procedures order is not entered within 35 days after
      the Petition Date, of the bankruptcy court has not entered a
      sale order within 100 days after the Petition Date.

Sound Shore says that the continuing losses experienced by the
Debtors over the course of the past several years, changing
demographics and declining reimbursement rates, all coupled with
the Debtors' inability to implement required system updates and
capital improvements necessary to streamline their ongoing
operations necessitate a prompt consummation of the asset sale.
The Debtors project a "cash burn" rate of $1.5 million to $2
million per month.

The sale process to MMC will require regulatory approvals, which
could take up to six or more months after entry of a sale order.
The parties expect the sale to be consummated not later than
Oct. 31, 2013.

                        First Day Motions

Aside from the proposed bidding procedures, the Debtors filed a
variety of motions on the Petition Date.  The Debtors filed
motions to, among other things, prohibit utilities from
discontinuing services, continue their existing insurance
programs, obtain DIP financing, and extend the deadline to file
their schedules of assets and liabilities.

Judge Drain granted a June 28 extension of the deadline to file
the schedules and granted interim approval to certain first-day
motions on May 31.

The Debtors expect weekly payroll to all of their employees to
total $7.2 million for the 30-day period following the Petition
Date.  The Debtors will not make any payroll payments to directors
and officers during the same period.

The Debtors expect cash receivables of $20.8 million and cash
disbursements of $21.8 million during the next 30 days.

                     About Sound Shore Medical

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought Chapter
11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on May 29,
2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Garfunkel Wild, P.C., as counsel; Alvarez &
Marsal Healthcare Industry Group, LLC, as financial advisors; and
GCG Inc., as claims agent.

Montefiore, the proposed purchaser of the assets, is represented
by Togut, Segal & Segal LLP.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Revenue of $241.8 million in 2012 resulted in an operating loss of
$16.4 million.


SOUND SHORE: Proposes to Hire Counsel and Advisors
--------------------------------------------------
Sound Shore Medical Center of Westchester and its debtor-
affiliates filed with the bankruptcy court applications to employ
Garfunkel Wild, P.C., as counsel; Alvarez & Marsal Healthcare
Industry Group, LLC, as financial advisors; and GCG Inc., as
claims agent.

                        Financial Advisors

A&M has been engaged by the Debtors since 2007.  The Debtors say
the services of experienced financial advisors will enhance their
attempts to maximize the value of their estates.  Postpetition,
A&M will provide assistance to the Debtors with respect to the
management of the overall restructuring process, the development
of ongoing business and financial plans and supporting
restructuring negotiations among the Debtors, their advisors and
their creditors.  Stuart McLean, the managing director of A&M,
will lead the assignment.  A&M will be paid for the services of
its professionals at the customary hourly billing rates:

                                 Hourly Rate
                                 -----------
           Managing Director     $675 to $875
           Director              $475 to $675
           Associate             $375 to $475
           Analyst               $275 to $375

A&M can be reached at:

         ALVAREZ & MARSAL HEALTHCARE INDUSTRY GROUP, LLC
         600 Lexington Avenue, 6th Floor
         New York, NY 10022
         Tel: + 1 212 759 4433
         Fax: + 1 212 759 6302

                        Claims Agent

The Debtors have not yet filed their schedules of assets and
liabilities but they anticipate that there will be in excess of
3,000 entities to be noticed.  In view of the number of
anticipated claimants, the Debtors submit that appointment of a
claims and noticing agent is both necessary and the best interest
of both the Debtors' estates and their creditors.  GCG received a
retainer of $30,000.

GCG has agreed to provide discounted hourly rates and agreed to
cap the highest hourly rate at $295:

   Position                                Discounted Rate
   --------                                ---------------
Administrative and Claims Control            $45 to $55
Project Administrators                       $70 to $85
Quality Assurance Staff Consultant           $80 to $125
Project Supervisors                          $95 to $110
Systems, Graphic Support & Tech Staff       $100 to $200
Project Managers and Sr. Project Managers   $125 to $175
Directors and Asst. Vice Presidents         $200 to $295
Vice Presidents and above                       $295

For its noticing services, GCG will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For its claims
administration services, GCG will charge $0.15 per claim for
association of claimants' names and addresses to the database, and
will bill at its discounted hourly rates for processing of claims.
For solicitation and processing of ballots, GCG will also charge
at its discounted hourly rates.

                              Counsel

GW has represented the Debtors on numerous legal maters in the
past, and brings to this case a unique perspective and knowledge
base.  GW has indicated its willingness to act as general
bankruptcy counsel on behalf of the Debtors.  The rates to be
charged by professionals from GW who will work on the case range
from $419 to $530 per hour, the rates of paraprofessionals range
from $145 to $225 per hour.  The attorneys who will be primarily
responsible for providing services to the Debtors and their
billing rates are:

                                 Hourly Rate
                                 -----------
    Burton Weston, Partner          $530
    Afsheen Shah, Partner           $420
    Karen L. Rodgers, Partner       $385
    Andrew J. Schulson, Partner     $440

                     About Sound Shore Medical

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought Chapter
11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on May 29,
2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

Montefiore, the proposed purchaser of the assets, is represented
by Togut, Segal & Segal LLP.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Revenue of $241.8 million in 2012 resulted in an operating loss of
$16.4 million.


SOUND SHORE: Proposes $33-Million of DIP Loans From MidCap
----------------------------------------------------------
Sound Shore Medical Center of Westchester and its debtor-
affiliates seek approval from the bankruptcy court to obtain
postpetition financing from MidCap Financial, LLC, and to access
cash collateral.

The Debtors say that access to DIP financing and the use of cash
collateral are essential to ensure that the Debtors can fund their
postpetition operating requirements, and preserve and maintain
their properties and the infrastructure of their businesses
pending a sale of the assets.

Under the DIP credit agreement, MidCap will make cash advances and
other extensions of credit in an amount not to exceed $33 million
on a revolving credit ($23 million) and term basis ($10 million).

The proceeds of the DIP facility will be used to repay the
prepetition revolving obligations owing to MidCap ($16.2 million),
pay prepetition term loan obligations as they become due (total
$5.8 million), and to fund the costs and expenses associated with
the Chapter 11 cases.

Upon interim approval of the DIP financing, the initial loans and
advances will be used for the Debtors' working capital needs and
operating requirements.  Upon final approval of the DIP facility,
the Debtors will use proceeds of the DIP revolving facility to
refinance the prepetition revolving loan obligations.

The DIP financing will mature in 12 months from the date of
closing.

A copy of the DIP financing motion is available for free at:

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

                     About Sound Shore Medical

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought Chapter
11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on May 29,
2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Garfunkel Wild, P.C. as counsel; Alvarez &
Marsal Healthcare Industry Group, LLC, as financial advisors; and
GCG Inc., as claims agent.

Montefiore, the proposed purchaser of the assets, is represented
by Togut, Segal & Segal LLP.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Revenue of $241.8 million in 2012 resulted in an operating loss of
$16.4 million.


SPANISH PEAKS: Can Assume Ground Lease With Boyne USA, Ct. Says
---------------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher gave Ross Richardson, as
Chapter 7 Trustee for Spanish Peaks Holdings II LLC, Spanish Peaks
Lodge LLC and The Club at Spanish Peaks LLC, permission to assume
a "ground lease" involving Big Sky Resort premises in a May 29,
Memorandum of Decision available at http://is.gd/n4gh7Hfrom
Leagle.com.

The matter refers back to a certain "Southfork Agreement," where
Boyne USA, Inc. agreed to transfer about 25 acres to Spanish Peaks
Holdings, LLC's predecessor and grant Spanish Peaks Holdings,
LLC's predecessor ski in/ski out access to Big Sky Resort.  In
exchange, Spanish Peaks Holdings, LLC's predecessor agreed to pay
Boyne certain overrides.  A 2002 Purchase and Sale Agreement among
the parties ratified the Southfork Agreement and modified and
clarified the override payments due under the Southfork Agreement.
Because Boyne had transferred some of its ski terrain to Spanish
Peaks Holdings, LLC under the PSA, Boyne and Spanish Peaks
Holdings, LLC also entered into the Ground Lease, which granted to
Boyne the use of all ski terrain and access points necessary to
maintain ski operations operated on the property that was the
subject of the PSA.  In return, Section 8 of the Ground Lease
grants the Lessors, their agents, employees, members, guests,
invitees and assigns the right to use and enjoy the "Premises"
with and without restrictions, depending on whether the use is
directly or not directly related to "the Activities."

Among other things, Judge Kirscher said that contrary to Boyne's
contentions to the contrary, the Trustee has not previously
rejected the Ground Lease and the Ground Lease is not deemed
rejected under the Bankruptcy Code.

The Debtors filed voluntary Chapter 7 bankruptcy petitions in the
District of Delaware on October 14, 2011.  Bankruptcy Judge
Brendon Linehan Shannon transferred the Debtors' bankruptcy cases
to Montana on January 10, 2012, Case Nos. 12-60041-7, 12-60042-7,
12-60043-7, and Ross Richardson was appointed trustee thereafter.

The Trustee was represented at the hearing of the motion by John
L. Amsden of Beck & Amsden LLC, in Bozeman, Montana.

Boyne USA, Inc. and Big Sky Resort, LLC were represented at the
hearing by Benjamin P. Hursh, Esq., and David M. Wagner, Esq., of
Missoula, Montana; Michael R. Lastowski, Esq. --
MLastowski@duanemorris.com -- of Duane Morris of Wilmington,
Delaware; and Paul D. Moore, Esq. -- PDMoore@duanemorris.com -- of
Duane Morris, of Boston, Massachusetts.


STANFORD GROUP: Receiver to Make $55-Million First Distribution
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ralph Janvey, the U.S. receiver for the R. Allen
Stanford Ponzi scheme, received permission May 30 from the U.S.
District Court in Dallas to make a first distribution of 1 percent
to holders of $4.238 billion in approved claims.

According to the report, the distribution from $55 million in
available cash will be made in the next 90 days, according to
court papers.  The distribution was made possible by a settlement
approved in April with the receiver's counterparts in London and
on the island of Antigua.

The report recounts that Stanford's fraud was structured with
investors purchasing certificates of deposit issued by a bank he
controlled in Antigua.  Money that should eventually go to victims
was located in at least 14 countries, the receiver said in a court
filing.  Like the trustee for Bernard L. Madoff Investment
Securities LLC, Mr. Janvey calculated claims based on how much an
investor deposited and how much was taken out.  He isn't allowing
claims for so-called fictitious interest.  From the $7.2 billion
in obligations to investors shown on the books, Mr. Janvey said
fictitious interest amounted to $1.3 billion.

The Bloomberg report discloses that there are $893.5 million in
claims that as yet haven't been resolved.  Although those
investors won't receive distributions yet, Mr. Janvey is holding
back cash to cover their claims once they are resolved.
Mr. Janvey said there may be later distributions, depending on how
much more he recovers.  He already has filed hundreds of lawsuits,
many of them, like the Madoff trustee's, against investors who
took out more than they invested.  Stanford was sentenced to a
110-year prison sentence and his chief financial officer James M.
Davis, was given a five-year prison sentence.

                       About Stanford Group

The Stanford Financial Group was a privately held international
group of financial services companies controlled by Allen
Stanford, until it was seized by United States (U.S.) authorities
in early 2009.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
served more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The case in district court was Securities and Exchange Commission
v. Securities Investor Protection Corp., 11-mc-00678, U.S.
District Court, District of Columbia (Washington).

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.


THOR INDUSTRIES: U.S. Trustee Seeks to Dismiss Case
---------------------------------------------------
The United States Trustee of Region 8, Samuel K. Crocker, filed a
motion with the U.S. Bankruptcy Court seeking the dismissal of the
Chapter 11 case of Thor Industries, LLC.

Patricia C. Foster, counsel for the U.S. Trustee, says that the
principal assets in the case are lakeside lots and a marina. No
Plan of Reorganization has been proposed.  The Debtor has made
several attempts to obtain Court approval of the sale of the lots
but the motions have consistently been opposed successfully by the
Debtor's primary lender, Tennessee State Bank.  TSB obtained
relief from the automatic stay by orders entered on February 27,
2013.  TSB has taken possession of the real property of the
debtor.

Ms. Foster also complains that the Debtor is delinquent in the
payment of U.S. Trustee fees in the amount of $1,301.92.

The U.S. Trustee contends that cause exists to dismiss the case.

A hearing on the motion will be held on June 25, 2013 at
9:00 a.m. in the Bankruptcy Courtroom, James H. Quillen United
States Courthouse, 220 West Depot Street, Greeneville, TN 37743.

                       About Thor Industries

Lake City, Tennessee-based Thor Industries, LLC, filed a Chapter
11 petition (Bankr. E.D. Tenn. Case No. 12-50625) in Greenville on
March 30, 2012.  The Debtor disclosed $11.97 million in assets and
$10.0 million in liabilities as of the Chapter 11 filing.  The
Debtor owns the property in Mountain Lake Marina & RV Resort in
Campground Road, Lake City, Tennessee, worth $11 million and
securing an $8.52 million debt.  The Debtor also owns a property
Hickory Bluff Marina, in Camden County, Georgia, worth $875,000
and securing a $375,000 loan.

Judge Marcia Phillips Parsons oversees the case.   Dean B. Farmer,
Esq., at Hodges, Doughty & Carson PLLC represents the Debtor in
its restructuring efforts.  The petition was signed by R. Steven
Williams, Sr., chief manager.

Samuel K. Crocker, U.S. Trustee for Region 8, was unable to form a
committee of unsecured creditors because there were an
insufficient number of unsecured creditors interested in forming a
committee.


THQ INC: Court Sets July 16 Plan Confirmation Hearing
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that video-game developer THQ Inc., which has sold most of
the business to five buyers to generate $72 million, will hold a
July 16 confirmation hearing for approval of the plan.

According to the report, the bankruptcy court in Delaware approved
the disclosure statement on May 30, providing creditors with
information so they can decide whether to vote yes or no.  The
liquidating plan will give unsecured creditors as little as
19.9 percent or as much as 51.9 percent for claims ranging between
$143 million and $291.6 million.

The report notes that the primary factor affecting the recovery by
unsecured creditors is the $107 million claim by European
subsidiaries.  THQ believes the European affiliates are solvent
and will end up with no claim in the U.S.  If they aren't, the
company contends the claims should be subordinated.  If the
European claims are paid in the U.S. bankruptcy, the unsecured
creditors' recovery will be 19.9 percent to 29.6 percent,
according to the disclosure statement.  If the European claims are
knocked out, the distribution rises to 31.5 percent to 51.9
percent.

The report relates that THQ estimates bringing in $94.9 million to
$105.2 million and having $58 million to $74 million available for
distribution to unsecured creditors.

                           About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TRINITY COAL: Committee Can Hire Sturgill Turner as Local Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Trinity Coal Corporation, et al., to retain
the Lexington, Kentucky law firm of Sturgill, Turner, Barker &
Moloney, PLLC as local counsel.

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

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.  Sturgill, Turner, Barker & Moloney, PLLC serves
as the Committee's local counsel.


TRINITY COAL: Committee Taps John T. Boyd as Mining Consultants
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Trinity Coal Corporation, et al., asks the Bankruptcy
Court for permission to retain John T. Boyd Company, as mining and
geological consultants.

Boyd will render these services, among other things:

   a. prepare reports on the Debtors' mining operations;

   b. provide advice concerning a mine operations evaluation;

   c. provide advice and assistance with the valuation of
      reserves, property, plants and equipment; and

   d. provide advice and assistance with mine cost and cash flow
      analysis.

The hourly rates of Boyd's personnel are:

         Expert Witness                           $350
         Principal/Managing Director              $320
         Vice President                           $280
         Executive Consultant                     $250
         Project Manager                          $250
         Senior Engineer/Director/Consultant      $210
         Senior Transportation Analyst            $210
         Senior Market Analyst                    $210
         Senior Geologist/Consultant              $165
         Engineer/Geologist/Consultant            $145
         Technical Specialist                     $100
         Engineering Assistant/Sr. CAD             $90
         Draftsman/CAD                             $65
         Clerical                                  $50

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

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.  Sturgill, Turner, Barker & Moloney, PLLC serves
as the Committee's local counsel.


TRINITY COAL: Taps Cardno & Newbridge Firms as Mining Consultants
-----------------------------------------------------------------
Trinity Coal Corporation, et al., had asked the Bankruptcy Court
for permission to employ Cardno MM&A, and Newbridge Services,
Inc., as mining consultants.

Cardno will, among other things, provide mining engineering and
geological services, valuations of machinery, plants, equipment
and mineral resources, technical support and other services in
connection with the potential sale of assets in the Debtors'
Chapter 11 cases.

Newbridge Services will, among other things, evaluate costs of
reclamation in connection with the potential sale of assets in the
Debtors' cases.

John E. Feddock, P.E., senior vice president of Cardno, will be
principally responsible for the consulting services performed by
Cardno, while William Larry Adams, president of Newbridge, will be
principally responsible for the consulting services performed by
Newbridge.

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

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.  Sturgill, Turner, Barker & Moloney, PLLC serves
as the Committee's local counsel.


TRINITY COAL: Wants to Employ Dixon Hughes as Tax Accountants
-------------------------------------------------------------
Trinity Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Kentucky for permission to employ
Dixon Hughes Goodman as tax accountants.

Sandra D. Thomas, a partner with DHG, will be responsible for
directing the services performed by DHG.

DHG will, among other things, prepare the Debtors tax returns;
advise the Debtor on tax issues in their Chapter 11 cases; and
work with taxing authorities to resolve issues and disputes in the
Debtors cases.

The hourly rates of DHG's personnel are:

         Partners                         $395
         Senior Manager                   $305
         Manager                          $235
         Senior Associate                 $150
         Tax Associate                    $135

To the best of the Debtors' knowledge, DHG does not hold nor
represent an interest adverse to the Debtors.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.  Sturgill, Turner, Barker & Moloney, PLLC serves
as the Committee's local counsel.


TWIN DEVELOPMENT: Can Hire Hinds & Shankman as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized Twin Development LLC to employ Hinds & Shankman LLP as
bankruptcy counsel.

As reported in the Troubled Company Reporter on May 20, 2013,
James Andrew Hinds, Jr., Paul R. Shankman and other members,
associates and attorneys will be responsible in the representation
of the Debtor.

To the best of the Debtor's knowledge, the law firm has no
interest materially adverse to the interest of the estate or of
any class of creditors or equity holders.

The Debtor said in court papers the firm has requested that the
Debtor find an alternate counsel and complete, sign and file a
substitution of counsel because the Debtor was unable to pay the
firm's retainer, or any portion of the retainer pre- or post-
petition.  The Debtor did not sign the substitution of counsel and
returned it to the firm.  Concurrently, the firm has requested to
be relieved.  The hearing set for April 29, 2013, was continued
until June 24.

In the interim, the Debtor has utilized the services of and
incurred costs to the law firm.  If the Debtor is successful in
obtaining postpetition funds for the law firm's employment on or
before the hearing on the withdrawal, the funds will be impounded
into an appropriate debtor-in-possession account and the law firm
will inform the Court by filing and serving notice regarding the
same.

                       About Twin Development

Twin Development, LLC, filed a Chapter 11 petition (Bankr. S.D.
Cal. Case No. 13-02719) on March 19, 2013.  The petition was
signed by Wallace Benwart as manager.  The Debtor scheduled assets
of $55,800,000 and scheduled liabilities $38,027,600.


VEBLEN WEST: Has No More Assets, Chapter 11 Case Dismissed
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota
dismissed the Chapter 11 case of Veblen West Dairy LLP.

Forrest C. Allred, the duly appointed, qualified and acting
Chapter 11 trustee for the Debtor, had requested for the dismissal
of the Debtor's case because:

   1. all assets of the Debtor have been liquidated;

   2. any plan of reorganization which has been filed has been
      withdrawn; and

   3. the trustee has completed all of his obligations pertaining
      to the case, except filing a final report, which will be
      filed after entry of an order dismissing the matter.

                         About Veblen West

Veblen West Dairy LLP, based in Veblen, S.D., operates a 4,000-cow
milking facility.  Veblen West sought Chapter 11 protection
(Bankr. D. S.D. Case No. 10-10071) on April 7, 2010.  Alan E.
Brown, Esq., Chris M. Heffelbower, Esq., Jon S. Swierzewski, Esq.,
Kathleen Harrell-Latham, Esq., Kenneth Corey-Edstrom, Esq., and
Thomas J. Flynn, Esq., at Larkin Hoffman Daly & Lindgren, Ltd., in
Minneapolis, Minn.; and Thomas M. Tobin, Esq., at Tonner Tobin and
King, in Aberdeen, S.D., represent the Debtor as counsel.  The
Debtor disclosed $15.5 million in assets and $23.7 million in
liabilities as of the Chapter 11 filing.  Forrest C. Allred was
appointed Chapter 11 trustee.

Donald F. Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw
Fowler Proctor & Fairgrave PC, in Des Moines, Iowa; and Forrest C.
Allred, Esq., of Aberdeen, S.D., represent the Chapter 11 trustee
as counsel.

The Dairy Dozen-Milnor, LLP, a related milking facility, also
sought Chapter 11 protection (Bankr. D. N.D. Case No. 10-30377) on
April 7, 2010.  The Dairy Dozen-Thief River Falls, LLP, another
related entity, sought Chapter 11 protection (Bankr. D. Minn. Case
No. 10-60438) on April 7, 2010, and that case has been converted
to a Chapter 7 liquidation proceeding.  Two additional related
entities filed Chapter 11 petitions on July 2, 2010 -- Veblen East
Dairy Limited Partnership (Bankr. D. S.D. Case No. 10-10146) and
The Dairy Dozen-Veblen, LLP (Bankr. D. S.D. Case No. 10-10147).

                        About Veblen East

Veblen, South Dakota-based Veblen East Dairy Limited Partnership
operates a operates a "large calf-raising dairy business" in South
Dakota.  The Company filed for Chapter 11 bankruptcy protection on
July 2, 2010 (Bankr. D. S.D. Case No. 10-10146).  The Debtor
estimated its assets and debts at $50 million to $100 million.
Lee Ann Pierce was appointed Chapter 11 trustee.

The Company's affiliate, Veblen West Dairy, LLP, filed a separate
Chapter 11 petition on April 7, 2010 (Bankr. D. S.D. Case No.
10-10071).  Veblen West operates a 4,000-cow milking facility.

Veblen West and Veblen East' cases are not being jointly
administered.


VIRGIN ISLANDS WAPA: Fitch Affirms 'BB' Rating on $156.55MM Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the following ratings for the Virgin
Islands Water and Power Authority (WAPA):

-- $156,550,000 electric system revenue bonds, series 2003, 2010A,
   2010B, 2010C, 2012A at 'BB';

-- $109,340,000 electric system subordinated revenue bonds, series
   2007A, 2012B, 2012C at 'BB-'.

The Rating Outlook on all bonds is Negative.

SECURITY

The electric system revenue bonds are secured by a pledge of net
electric revenues and certain other funds established under the
bond resolution. The electric system subordinated revenue bonds
are secured by a pledge of net revenues that are subordinate to
the pledge securing the electric system revenue bonds.

KEY RATING DRIVERS

WEAKENED FINANCIAL METRICS: WAPA's financial metrics have
deteriorated in recent years to speculative-grade levels
reflecting escalating fuel prices, delays in cost recovery, higher
receivables and increased reliance on short-term debt financing.
Fitch-calculated debt service coverage has remained below 1.0x
since fiscal 2010 and the ability to meet financial targets
remains uncertain.

INADEQUATE AND REGULATED COST RECOVERY MECHANISMS: The authority's
electric rates are regulated by the Virgin Islands Public Service
Commission (PSC), which has authorized cost recovery through both
base rates and a levelized energy adjustment clause (LEAC) for
fuel and other related costs. Although the PSC been reasonably
responsive to requests for cost recovery in recent years, delays
inherent in both the regulatory process and the recovery mechanism
impair liquidity and limit financial flexibility.

EXPOSURE TO FLUCTUATING OIL PRICES: All of WAPA's generating
capacity is currently oil-fired, exposing the authority to fuel
price volatility and procurement risk. Steadily rising fuel costs
in recent years have exacerbated the challenges related to cost
recovery and created significant deferrals. Positively, other fuel
and transmission options are actively being pursued and could,
over time, provide a more diversified fuel mix.

RELIANCE ON SHORT-TERM BORROWINGS: The authority has relied on
short-term bank lines of credit from Banco Popular of Puerto Rico
(rated 'BB-' by Fitch) and FirstBank of Puerto Rico to fund
working capital needs and fuel purchases as a result of reduced
cash flow from operations. The weak financial profile of the
liquidity providers, the short tenor of recent arrangements and
historically low cash balances all contribute to Fitch's concern
about the authority's liquidity.

WEAK LOCAL GOVERNMENT CREDIT QUALITY: Fitch's 'BB' rating on the
U.S. Virgin Islands' implied general obligations reflects
significantly strained fiscal operations, despite recent
initiatives to structurally balance the operating budget, and the
intractability of longer-term fiscal challenges that are now
compounded by severe economic difficulties from the closure of the
Hovensa LLC refinery on St. Croix. The government is WAPA's
largest customer and accounts for a lower, but still sizable
portion of the authority's delinquent accounts.

RATING SENSITIVITIES

IMPROVE CASH FLOW AND LIQUIDITY: Additional rate increases, the
more timely recovery of fuel costs, and long-term access to bank
credit could all improve enterprise liquidity and stabilize the
Outlook.

FAILURE TO IMPROVE UTILITY AND FINANCIAL FUNDAMENTALS: A further
weakening of the fundamental business and financial operations of
WAPA that further impairs liquidity and cost recovery could result
in a rating downgrade.

CREDIT PROFILE

WAPA is the primary provider of electric and water service to the
U.S. Virgin Islands (St. Thomas, St. Croix and St. John). The
electric system generates, transmits and sells electric power and
energy to more than 55,000 residential, commercial and large power
customers, including the government. Despite steady customer
growth, system energy requirements declined 11% for the period
2008 through 2012, largely due to retail conservation efforts
driven by the increasingly high cost of electricity, and a
meaningful reduction in line losses and unaccounted for energy.

WAPA also owns and operates a water utility system. The authority
maintains separate financial statements for the two systems, and
the debt of each system is separately secured. The two systems,
however, share common administrative and operating personnel, and
certain operating expenses.

ADEQUATE, BUT ISOLATED OPERATIONS
The utility owns and operates two principal generating facilities,
one located on St. Thomas, and the other on St. Croix. In
addition, it has a smaller generating facility on St. John.
Because of the topography of the ocean floor, the islands of St.
Thomas and St. Croix are not interconnected electrically.
Collectively, the authority's generators have an installed
capacity of 307.7 megawatts (MW) that is well above peak demand
requirements (130 MW).

All of the authority's current generating units are fueled by oil.
WAPA has been exploring a number of alternative energy sources
including wind, solar and waste to energy for many years to reduce
its dependence on fossil fuels both for generating electricity and
for production of potable water. The authority has broadly set a
goal of reducing its use of oil by 60% by 2025.

Energy production from these alternative energy initiatives is
very limited to date. However, the authority appears to be making
considerable progress on several initiatives, including three
executed solar power purchase agreements expected to come on line
in early 2014 and a proposal to enable the use of liquefied
petroleum gas for electric production, which could reasonably be
expected to provide long-term benefits.

EXTREMELY HIGH COSTS AND RATES
The authority's cost structure has historically been dominated by
fuel costs, particularly since 2007 as WAPA's average fuel costs
have risen 72% from $67.21/barrel to $116.21/barrel, and now
account for approximately 75% of total operating expenses. Since
2009, the authority has filed two base-rate cases, both of which
were approved by the PSC, providing roughly $15.6 million in
additional revenue annually. More recently, in November 2012, WAPA
filed for an additional base rate increase of approximately $18
million effective July 1, 2013. A decision is currently pending.

Despite the constructive increases in base rates, rising fuel
costs and deferred recovery of these costs continue to more than
offset the improved base rate cash flow. Approved increases in the
LEAC are notable - from $0.21/kwh in January 2009 to $0.41/kWh -
but have continued to lag rising costs, pushing deferred fuel
balances to $55 million at March 31, 2013 and straining liquidity.
Base rates, by comparison, are currently $0.093/kWh, bringing
total rates to approximately $0.50/kWh.

FINANCIAL PERFORMANCE
WAPA's overall financial profile has weakened in recent years,
reflecting much higher fuel costs, a lackluster economy and the
continued financial strain of weak results of the water system and
overdue receivables from the government. Consequently, Fitch-
calculated debt service coverage has fallen below 1.0x each year
since 2010. Although there was a slight improvement in fiscal
2012, Fitch-calculated debt service coverage amounted to only
0.89x. The authority's internally calculated debt service coverage
ratio, which excludes expenses related to bad debt, post-
employment benefits and payments in lieu of taxes, was slightly
higher at 1.02x.

The impact of declining energy sales has been partially offset by
increases in base rates and the LEAC; however, increases in fuel
and other operating expenses have continued to outpace revenue
growth, resulting in operating losses in both fiscal 2011 and
2012. Net losses after interest expense, non-operating income and
capital grants were $11 million and $15 million in 2011 and 2012,
respectively.

Leverage metrics have also deteriorated steadily since 2008, when
the authority reported total debt/FADS of 7.9x and
equity/capitalization of 32.4%. At year-end 2012, total debt/FADS
had increased to 11.9x and equity/capitalization had weakened to
17.9%, reflecting both an erosion in net assets from $107 million
to $66 million, and an increase in total debt from $223 million to
$305 million.

WAPA has relied on short-term borrowings in recent years to fund
the shortfall in operating cash flow, deferred fuel costs and
overdue receivables, and Fitch expects this trend to continue,
absent higher rate collections and improved cost recovery.
Proceeds from the authority's 2012 debt issuance were used, in
part, to repay outstanding balances, which restored borrowing
capacity.


VORNADO REALTY: Fitch Affirms 'BB+' Preferred Stock Rating
----------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Vornado Realty
Trust and Vornado Realty, L.P. (NYSE: VNO) as follows:

Vornado Realty Trust:

-- Issuer Default Rating (IDR) at 'BBB';
-- Preferred stock at 'BB+';

Vornado Realty, L.P.:

-- IDR at 'BBB';
-- Unsecured revolving credit facility at 'BBB';
-- Senior unsecured notes at 'BBB'.

The Rating Outlook is Stable.

Key Rating Drivers

The ratings reflect Vornado's credit strengths, including its
strong access to capital, exceptional unencumbered assets to
unsecured debt ratio, maintenance of leverage appropriate for the
rating category, a high-quality portfolio of properties,
manageable lease maturities and granular tenant base. These
positive rating elements are offset by a weak fixed charge
coverage ratio and the continued negative impact of the Base
Realignment and Closure statute (BRAC) on recurring operating
EBITDA and recurring capital expenditures on Vornado's Washington,
D.C. office portfolio.

LEVERAGE APPROPRIATE FOR RATING

Vornado's leverage ratio remains consistent with a 'BBB' rating
and was 7.3x as of March 31, 2013, compared with 6.7x and 6.8x as
of Dec. 31, 2011 and Dec. 31, 2010, respectively. Leverage was
negatively affected by the timing of the 4Q'2012 666 Fifth Avenue
retail acquisition ($707 million). When adjusting for the
acquisition along with the post-March 31, 2013 sales of LNR
Property LLC (LNR), Harlem Park and Downtown Crossing leverage was
6.9x at Mar. 31, 2013. Fitch forecasts leverage including
recurring distributions from partially owned entities will remain
between 6.5x - 7.0x through 2014. Fitch defines leverage as net
debt divided by recurring operating EBITDA.

SIMPLIFICATION OF INVESTMENT STRATEGY

In 2012, VNO embarked on a plan to divest many of its non-core
assets including non-cash flowing or non-recurring operating
EBITDA contributing assets such as LNR. The company's progress to-
date has been in excess of Fitch's expectations through most
notably the sale of LNR and the sale of shares in J.C. Penney
(JCP) earlier in 2013. VNO's willingness to recognize a sizable
loss on JCP reflects a true commitment to the strategy of
simplification and a return to investing in core markets and
assets. Credit metrics will improve to the extent that net
proceeds are redeployed into consolidated cash flowing assets.

STRONG UNENCUMBERED ASSET COVERAGE

The ratings are further supported by VNO's unencumbered property
coverage of unsecured debt, which gives the company significant
financial flexibility as a source of contingent liquidity.
Consolidated unencumbered asset coverage of net unsecured debt
(calculated as annualized first-quarter 2013 unencumbered property
EBITDA divided by a blended stressed capitalization rate of 7.6%)
results in coverage of 5.7x. The ratio is strong for the rating,
particularly given the unencumbered Manhattan office and retail
properties are highly sought after by secured lenders and foreign
investors, resulting in stronger contingent liquidity relative to
many asset classes.

GOOD LIQUIDITY

VNO's liquidity is appropriate for the rating with a liquidity
ratio of 2.7x for the period April 1, 2013 - Dec. 31, 2014.
Assuming VNO refinances 80% of its secured obligations, the ratio
improves further to 5.6x (2.6x when including Fitch's estimated
development expenditures). VNO benefits from limited near-term
debt maturities with only 8.9% of total debt maturing through 2014
and a manageable AFFO payout ratio (71% in 2012). Fitch calculates
liquidity as sources (unrestricted cash, availability under the
line of credit facilities, and retained cash flow from operations)
over uses (debt maturities and recurring capital expenditures).

FAIR OPERATING PERFORMANCE

As anticipated, Vornado's operating performance was negatively
affected by BRAC with Washington, D.C.'s SSNOI declining 9.8% in
2012. However, VNO has materially outperformed its underlying
markets as measured by both occupancy and same-store EBITDA over
the longer term. From 2005 to 2012, the New York office
portfolio's same-store EBITDA growth was 300 bps above that of the
market, and occupancies were 410 bps higher. The Washington, D.C.
office portfolio exhibited similar performance through 2011, with
same-store EBITDA growth and occupancy 310 bps and 410 bps higher
than those of the market, respectively. Such performance reflects
the quality of the portfolio's assets, as well as management's
capabilities. Fitch forecasts VNO's portfolio will experience low
single digit growth in SSNOI through 2015. Further, both VNO's
tenant granularity and lease maturities are appropriate for the
rating and enhance cash flow predictability.

COVERAGE LOW FOR RATING

The company's fixed-charge coverage ratio was 1.7x for the TTM
ended Mar. 31, 2013, below the 2.1x level of 2011 largely from the
loss of BRAC related income. Fitch expects coverage will improve
above 2.0x in 2014 and improve further in 2015 as the company
continues to repay higher coupon secured and unsecured debt
obligations. Fixed-charge coverage sustaining, or Fitch's
expectation that it will sustain, below 1.8x may result in
negative ratings momentum. Fitch defines fixed-charge coverage as
recurring operating EBITDA less recurring capital expenditures and
straight-line rents, divided by interest incurred and preferred
stock and OP unit distributions.

PREFERRED STOCK NOTCHING

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

STABLE OUTLOOK

The Stable Rating Outlook is driven in part by Fitch's expectation
that VNO will maintain appropriate credit metrics in light of the
BRAC related earnings erosion and the impact of potential
increased development activity.

RATING SENSITIVITIES

The following factors may result in positive momentum on VNO's
ratings and/or Outlook:

-- Fitch's expectation of net debt to recurring operating EBITDA
   sustaining below 6.0x (leverage was 7.3x as of Mar. 31, 2013);

-- Fitch's expectation of fixed-charge coverage sustaining above
   2.5x (coverage was 1.7x for the TTM ended Mar. 31, 2013).

The following factors may result in negative momentum on VNO's
ratings and/or Outlook:

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

-- Fitch's expectation of fixed-charge coverage sustaining below
   1.8x;

-- Fitch's expectation of a sustained liquidity coverage ratio
   below 1.0x.


WATERFRONT OFFICE: DG-Hyp Says Chapter 11 Plan is Unconfirmable
---------------------------------------------------------------
Deutsche Genossenschafts-Hypothekenbank AG asks the Bankruptcy
Court to deny approval of the Disclosure Statement dated March 27
for Waterfront Office Building, LP, et al.'s Plan of
Reorganization.

DG-Hyp is the holder of a senior mortgage loan on the properties
and is owed at least $55,000,000.  DG-Hyp notes that the equity
holders of the Debtors propose to hold onto their equity in
exchange for a $5,000,000 cash infusion in apparent reliance on
the new value exception to the absolute priority rule.

According to DG-Hyp, the Debtor's Plan is unconfirmable.  DG-Hyp
also said that Disclosure Statement failed to provide basic
information about the properties and the Debtors, including an
appraisal, projections of future income, a showing of ability to
meet plan commitments, a financial disclosure from the Debtors'
principals, or the source and application of the Debtor's
$5,000,000 cash infusion.

According to the Disclosure Statement, the Plan dated March 27,
2013, provides that the Holders of Allowed Secured Tax Claims
(Class 1) will receive (a) deferred cash payments over a period
not to exceed five years from the Petition Date.

The Allowed DG-Hyp Secured Claims (Class 2 -- $55,672,222) will
receive, with respect to the DG-Hyp Secured Claims: (i) title to
the real property owned by Summer and any security deposits paid
by Summer's tenants not previously returned to any such tenants;
(ii) approximately $3,500,000 representing the Debtors' reserves
held under the Prepetition Date loan documents between DG-Hyp and
the Debtors and cash collateral order.

The Allowed DG-Hyp General Unsecured Claim (Class 3 --
$16,500,000) will receive payments equal to 3 percent of any such
Claim from the Reorganized Debtor in four equal quarterly cash
payments.

Each Holder of an Allowed General Unsecured Claim (Class 4 --
$350,000) will receive payments equal to 80 percent of its Allowed
Claim, in equal quarterly payments of five percent of its claim.

Each Holder of a Tenant Claim (Class 5 -- $600,000) will be paid
in full, plus interest at the case interest rate, the amount of a
tenant claim within twelve months that it would otherwise be due
under the tenant's lease with Waterfront.

The Holders of Interests (Class 6) will be permitted to retain
their interests; provided, however, that they contribute five
million dollars ($5,000,000) in total to the Reorganized Debtor on
the Effective Date.

Plan payments will be made from: (a) the cash of the Reorganized
Debtor on hand as of the Effective Date; (b) cash arising from the
operation, ownership, maintenance, or sale of the assets owned and
managed by the Debtors; and (c) any cash generated or received by
the Reorganized Debtor after the Effective Date from any other
source, including the $5,000,000 to be contributed by the holders
of the interest to be issued on the Effective Date under the Plan.

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

The Debtors are represented by:

         James Berman, Esq.
         ZEISLER & ZEISLER, P.C.
         558 Clinton Avenue
         Bridgeport, CT 06605
         Tel: (203) 368-4234
         Fax: (203) 367-9678

                About Waterfront Office Building LP

Waterfront Office Building LP and Summer Office Building LP filed
for Chapter 11 protection (Bankr. D. Conn. Case Nos. 12-52121 and
12-52122) on Nov. 27, 2012.  Waterfront estimated at least $50
million in assets and at least $50 million in liabilities.  Summer
estimated at least $10 million in assets and at least $50 million
in liabilities.  James Berman, Esq., at Zeisler And Zeisler, P.C.,
in Bridgeport, Connecticut, serve as counsel to the Debtors.


WYLDFIRE ENERGY: Trustee Hires Lain Faulkner as Accountants
-----------------------------------------------------------
Michael A. McConnell, Chapter 11 trustee for Wyldfire Energy,
Inc., asks the bankruptcy court for approval to employ Lain,
Faulkner & Co., P.C. as his accountants.

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

  (i) assisting the Trustee in gathering the Debtor's financial
      information and analyzing the Debtor's financial position,
      assets and liabilities;

(ii) advising and assisting the Trustee in connection with any
      potential sales of  assets; and

(iii) assisting the Trustee in examining the Debtor's schedules
      and proofs of claim to determine whether any claims are
      objectionable or otherwise improper.

As part of its retention, Lain Faulkner will complete its analysis
of accounts between the Debtor and Carlton Scott Riggs commenced
during its prior retention by the Debtor and prepetition at the
request of Tim and Tamara Ford.  The Trustee believes that
completion of the analysis is necessary for the Trustee's
evaluation of claims against the estate.

Significant progress has already been made as a result of Lain
Faulkner's prior retentions, including (1) reconciliation of cash
transactions of the Debtor and Mr. Riggs to the general ledgers
and bank statements from September 2009 through June 2011, (2) an
analysis of all lease purchases and sales by the Debtor and Mr.
Riggs reconciled to actual cash receipts and disbursements, (3)
document review, (4) interviews of Tamara Ford and independent
contractors with knowledge of the business activities of the
Debtor, and (5) review of the Hanke report.

Compensation to the accountants will be based on these steps:

Step 1: Testing of lease transactions (estimated fees $15,000-
        $20,000);

Step 2: Testing of overhead costs and expenses and lease
        allocations (estimated fees $5,000-$10,000); and,

Step 3: Prepare written report including reconciliation with Hanke
        report (estimated fees $15,000-$20,000).

The firm's hourly rates are:

         Professional                                  Rates
         ------------                                  -----
      Stephen H. Thomas, Shareholder                  $390.00
      Brian Crisp, Certified Public Accountant        $340.00

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

                   About Wyldfire Energy

Palo Pinto, Texas-based Wyldfire Energy, Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-70239) in
Wichita Falls, Texas, on June 20, 2012.  Tamara Ford, a 100%
stockholder, signed the Chapter 11 petition.  Judge Harlin DeWayne
Hale oversees the case.  The Law Offices of Ronald L. Yandell,
Esq., serves as the Debtor's counsel.

At the behest of Carlton Scott Riggs and Riggs Energy, Inc., the
Court ordered the appointment of a Chapter 11 trustee for the
Debtor on April 11, 2013.  Michael A. McConnell, the Chapter 11
trustee, has managed the Debtor's affairs since April 18, 2013.

Proposed counsel for the Chapter 11 trustee can be reached at:

         Nancy Ribaudo
         C. Josh Osborne
         Katherine L. Thomas
         KELLY HART & HALLMAN LLP
         201 Main Street, Suite 2500
         Fort Worth, Texas 76102
         Tel: 817/332-2500
         Fax: 817/878-9280


* 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.

According to the report, 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.  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 report notes that all three cases involved individuals in
Chapter 11 who owned small businesses.  They proposed plans where
at least one class of creditors voted "no."  The plans would have
allowed the individuals to retain property and use income to pay
creditors over time.  In the new case from the Fifth Circuit in
New Orleans, the bankruptcy court refused to confirm the plan
using the cram down process and sent the appeal directly to the
circuit court.

The report says that 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.  Even
if the amendment were ambiguous, Judge Jones reached the same
result saying a ruling otherwise would be an impermissible "repeal
by implication."

The report relates that the absolute priority rule derives from in
Section 1129(b) (2) (B)(ii).  It provides that owners or
shareholders may not retain any property if a class of creditors
isn't paid in full and votes against the plan.  According to the
Tenth Circuit opinion in January, one bankruptcy appellate panel
and five bankruptcy courts ruled that absolute priority for
individuals was repealed when Congress amended Section 1129 in
2005.

The Bloomberg report discloses that as amended, the subsection
provides that an individual nonetheless may "retain property
included in the estate under section 1115."  According to the
Tenth Circuit 17 bankruptcy courts concluded that the revision
didn't repeal the absolute priority rule.  The Tenth Circuit, like
the Fifth, declined to adopt an interpretation based on "implied
repeal."

The case is In Re Lively, 12-20277, U.S. Court of Appeals for the
Fifth Circuit (New Orleans).


* Strict Compliance Required in Recording Mortgages
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that two appeals courts handed down decisions last week
voiding mortgages where the lenders didn't comply with the details
of state recording laws.

The report relates that the case in the U.S. Court of Appeals in
Atlanta involved a mortgage lacking the signature of an additional
witness on the attestation page.  The two lower courts voided the
mortgage at the behest of the Chapter 7 trustee.

According to the report, the 11th Circuit in Atlanta certified the
question to the Georgia Supreme Court and then upheld the lower
courts in an unsigned opinion.  The Georgia court ruled that the
lack of a witness signature was fatal to enforceability of the
mortgage.  The U.S. Court of Appeals in Cincinnati upheld lower
courts and held that a lien on a mobile home was defective and
unenforceable.  In Kentucky, where the case arose, liens on mobile
homes are perfected by noting the lien on a title certificate and
by filing in the county of the owner's residence.

The Bloomberg report discloses that the lender noted its security
interest on the title, although filing was in the lender's county,
not the owner's county of residence.  Circuit Judge Bernice B.
Donald on the Sixth Circuit upheld the lower courts and ruled that
the mortgage was invalid.  The Georgia case is National City
Mortgage v. Gordon (In re Bennett), 12-13239, 11th U.S. Circuit
Court of Appeals (Atlanta).

The Kentucky case is Vanderbilt Mortgage & Finance Inc. v.
Westenhoeffer (In re Epling), 11-6216, 6th U.S. Circuit Court of
Appeals (Cincinnati).


* Norton Rose Combines with US Legal Practice Fulbright & Jaworksi
------------------------------------------------------------------
John Coleman, Managing Partner, Canada, at Norton Rose Fulbright,
disclosed that effective, June 3, 2013, Norton Rose has formally
combined with leading US legal practice Fulbright & Jaworski LLP
to create Norton Rose Fulbright.

"This is an exciting step for us and one which we believe will
greatly benefit our clients," Mr. Coleman said.

"Norton Rose Fulbright has close to 3,800 lawyers and offers
worldwide coverage from more than 50 cities across Canada, the
United States, Europe, Latin America, Asia, Australia, Africa, the
Middle East and Central Asia.  In the United States, we have one
of the country's largest legal practices, with 750 lawyers coast
to coast, including New York, Houston, Dallas, Los Angeles and
Washington, DC."

"As Norton Rose Fulbright, we will be able to provide clients with
a full service US law capability with Canada's largest trading
partner.  We can now help with inbound and outbound cross-border
deals seamlessly, with lawyers based in our country's key markets.
We will also have new north-to-south access to the Americas, with
close to 1,500 lawyers in Canada, the US and Latin America.

"Norton Rose Fulbright aims to provide you with world-class legal
skills in corporate, M&A and securities; banking and finance;
dispute resolution and litigation; intellectual property;
antitrust and competition; employment and labour; real estate; and
tax.  We have one of the leading global regulation and
investigations practices, with highly experienced regulatory
lawyers in all of our principal locations.  We have also
significantly enhanced the depth and breadth of our resources in
financial institutions; energy; infrastructure, mining and
commodities; technology and innovation; transport; and life
sciences and healthcare, which comprise our key industry sector
strengths.

"I will continue to be a member of our global management team and
am joined on the executive by Fulbright & Jaworski's US Managing
Partner, Kenneth Stewart.  Canadian Senior Partners Michael Lang
and Bill Tuer, and Partner Jane Caskey, are also members of our
global management team.  Our Global Chairman is Adrian Ahern,
based in Sydney and Norman Steinberg, our Canadian Chairman is now
also Global Co-Chair.

"The creation of Norton Rose Fulbright has been a long-term
ambition for us and represents a landmark achievement for both
practices.  It puts us on a new level of legal service to clients
in Canada, the US and around the world," Mr. Coleman said.

Norton Rose Fulbright is a global legal practice.  The firm
provides the world's pre-eminent corporations and financial
institutions with a full business law service.


* Companies With Insolvent Balance Sheet
----------------------------------------
                                            Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company         Ticker           ($MM)      ($MM)      ($MM)
  -------         ------         ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN          120.5      (14.1)     (11.1)
ADA-ES INC        ADES US          92.5      (39.8)     (11.0)
AK STEEL HLDG     AKS US        3,906.1     (109.7)     604.0
ALLIANCE HEALTHC  AIQ US          535.0     (119.7)      45.0
AMC NETWORKS-A    AMCX US       2,568.3     (825.3)     620.4
AMER AXLE & MFG   AXL US        3,029.6     (107.9)     354.0
AMER RESTAUR-LP   ICTPU US         33.5       (4.0)      (6.2)
AMERISTAR CASINO  ASCA US       2,125.6       (2.6)     (60.2)
AMR CORP          AAMRQ US     23,852.0   (8,376.0)  (2,465.0)
AMYLIN PHARMACEU  AMLN US       1,998.7      (42.4)     263.0
ANACOR PHARMACEU  ANAC US          37.4       (8.0)       9.5
ANGIE'S LIST INC  ANGI US         108.3       (0.1)       3.3
ARRAY BIOPHARMA   ARRY US         107.4      (52.4)      40.0
AUTOZONE INC      AZO US        6,662.2   (1,550.1)  (1,108.4)
BERRY PLASTICS G  BERY US       5,082.0     (315.0)     517.0
CABLEVISION SY-A  CVC US        7,143.2   (5,676.0)    (266.5)
CAESARS ENTERTAI  CZR US       27,475.0     (560.0)   1,227.1
CAPMARK FINANCIA  CPMK US      20,085.1     (933.1)       -
CC MEDIA-A        CCMO US      15,519.2   (8,209.7)   1,053.5
CENTENNIAL COMM   CYCL US       1,480.9     (925.9)     (52.1)
CHIMERIX INC      CMRX US          26.3       (2.1)      15.9
CHINA XUEFENG EN  CXEE US           0.0       (0.0)      (0.0)
CHOICE HOTELS     CHH US          546.0     (539.3)      56.8
CIENA CORP        CIEN US       1,885.2      (78.6)     741.2
CINCINNATI BELL   CBB US        2,151.5     (727.8)     (93.4)
COMVERSE INC      CNSI US         857.8      (18.8)       4.7
DELTA AIR LI      DAL US       45,068.0   (1,943.0)  (5,427.0)
DENDREON CORP     DNDN US         639.0      (35.9)     339.3
DEX MEDIA INC     DXM US        2,658.8      (17.7)     (13.5)
DIRECTV           DTV US       20,650.0   (5,748.0)      69.0
DOMINO'S PIZZA    DPZ US          476.6   (1,323.4)      85.0
DUN & BRADSTREET  DNB US        1,902.0   (1,097.0)    (194.9)
DYAX CORP         DYAX US          47.4      (59.8)      18.9
FAIRPOINT COMMUN  FRP US        1,656.5     (360.7)       5.5
FERRELLGAS-LP     FGP US        1,503.0      (42.3)     (22.2)
FIFTH & PACIFIC   FNP US          826.3     (170.2)     (17.7)
FOREST OIL CORP   FST US        1,895.0     (104.8)    (127.8)
FREESCALE SEMICO  FSL US        3,139.0   (4,540.0)   1,209.0
GENCORP INC       GY US         1,385.2     (379.1)      32.0
GLG PARTNERS INC  GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C  BRSS US         576.5      (37.0)     286.9
GOLD RESERVE INC  GRZ CN           78.3      (25.8)      56.9
GOLD RESERVE INC  GDRZF US         78.3      (25.8)      56.9
GRAHAM PACKAGING  GRM US        2,947.5     (520.8)     298.5
HALOGEN SOFTWARE  HGN CN           22.8      (46.2)      (9.4)
HCA HOLDINGS INC  HCA US       27,882.0   (8,012.0)   1,796.0
HOVNANIAN ENT-A   HOV US        1,580.3     (481.2)     935.2
HUGHES TELEMATIC  HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTCU US        110.2     (101.6)    (113.8)
INCYTE CORP       INCY US         330.3     (163.5)     178.7
INFOR US INC      LWSN US       5,846.1     (480.0)    (306.6)
INSYS THERAPEUTI  NEOL US          14.5      (30.8)     (41.8)
INSYS THERAPEUTI  INSY US          14.5      (30.8)     (41.8)
INVIVO THERAPEUT  NVIV US          13.8      (14.3)     (15.3)
IPCS INC          IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU  JE CN         1,528.9     (164.9)     (62.3)
JUST ENERGY GROU  JE US         1,528.9     (164.9)     (62.3)
L BRANDS INC      LTD US        6,019.0   (1,014.0)     667.0
LIN TV CORP-CL A  TVL US        1,201.4      (86.6)    (101.7)
LORILLARD INC     LO US         3,749.0   (1,796.0)   1,158.0
MANNKIND CORP     MNKD US         215.2     (146.8)    (231.9)
MARRIOTT INTL-A   MAR US        6,523.0   (1,377.0)    (732.0)
MDC PARTNERS-A    MDZ/A CN      1,418.5      (12.4)    (165.9)
MDC PARTNERS-A    MDCA US       1,418.5      (12.4)    (165.9)
MEDIA GENERAL-A   MEG US          734.7     (191.7)      38.1
MERITOR INC       MTOR US       2,337.0   (1,014.0)     208.0
MERRIMACK PHARMA  MACK US         127.3      (32.1)      58.4
MONEYGRAM INTERN  MGI US        4,892.0     (171.7)      14.1
MORGANS HOTEL GR  MHGC US         583.6     (148.2)     110.7
MPG OFFICE TRUST  MPG US        1,450.5     (530.6)       -
NATIONAL CINEMED  NCMI US         831.0     (308.8)     122.2
NAVISTAR INTL     NAV US        8,531.0   (3,309.0)   1,517.0
NEKTAR THERAPEUT  NKTR US         447.9       (2.6)     183.8
NPS PHARM INC     NPSP US         188.5       (4.2)     133.4
NYMOX PHARMACEUT  NYMX US           1.8       (7.4)      (1.9)
ODYSSEY MARINE    OMEX US          28.0       (7.1)     (15.5)
OMEROS CORP       OMER US          17.7      (15.9)       5.2
OMTHERA PHARMACE  OMTH US          18.3       (8.5)     (12.0)
ORGANOVO HOLDING  ONVO US          16.7       (5.3)      (6.2)
PALM INC          PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US         312.8      (93.7)     189.9
PHILIP MORRIS IN  PM US        37,418.0   (2,732.0)   2,152.0
PHILIP MRS-BDR    PHMO11B BZ   37,418.0   (2,732.0)   2,152.0
PLAYBOY ENTERP-A  PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS  PGEM US         881.8     (314.9)     101.4
PROTECTION ONE    PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US         510.5      (11.1)      88.5
RALLY SOFTWARE D  RALY US          35.8       (1.1)       1.3
REGAL ENTERTAI-A  RGC US        2,451.8     (706.2)     117.1
RENAISSANCE LEA   RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC      PRM US          208.0      (91.7)       3.6
RESVERLOGIX CORP  RVX CN           14.0      (20.2)      (4.7)
REVLON INC-A      REV US        1,241.9     (655.1)     152.9
ROCKWELL MEDICAL  RMTI US          18.0      (10.5)     (14.3)
RURAL/METRO CORP  RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US        1,892.1     (280.5)     523.4
SILVER SPRING NE  SSNI US         494.3     (104.0)      60.1
SINCLAIR BROAD-A  SBGI US       2,734.5      (97.3)     (18.2)
SUPERVALU INC     SVU US       11,034.0   (1,415.0)  (1,380.0)
TAUBMAN CENTERS   TCO US        3,302.5     (184.4)       -
THRESHOLD PHARMA  THLD US         113.9      (21.8)      88.3
TOWN SPORTS INTE  CLUB US         406.2      (50.7)     (13.2)
ULTRA PETROLEUM   UPL US        2,035.4     (562.2)    (293.0)
UNISYS CORP       UIS US        2,323.2   (1,545.4)     453.1
VECTOR GROUP LTD  VGR US        1,066.8     (108.3)     422.2
VENOCO INC        VQ US           704.3     (299.9)     (40.5)
VERISIGN INC      VRSN US       2,071.1      (39.1)     (91.2)
VIRGIN MOBILE-A   VM US           307.4     (244.2)    (138.3)
VISKASE COS I     VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS   WTW US        1,314.7   (1,620.7)    (312.5)
WEST CORP         WSTC US       3,940.9     (850.2)     297.8
WESTMORELAND COA  WLB US          943.0     (286.5)      (3.0)
XERIUM TECHNOLOG  XRM US          616.9      (26.0)     123.4
XOMA CORP         XOMA US          88.9       (0.9)      60.6
YRC WORLDWIDE IN  YRCW US       2,200.9     (642.6)     111.1


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***