TCR_Public/130605.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 5, 2013, Vol. 17, No. 154

                            Headlines

AMERICAN AIRLINES: Fine-Tunes Proposed Reorganization Plan
AMERICAN AIRLINES: Offering $119.7MM of Pass Through Certificates
AMERICAN COMMERCE: Delays Annual Report for Fiscal 2013
APPROACH RESOURCES: Moody's Rates $200MM Notes B3 & Assigns B2 CFR
APPROACH RESOURCES: S&P Assigns 'B' CCR; Outlook Stable

ARCAPITA BANK: SCB, Others Accept Reorganization Plan
ARCAPITA BANK: Committee Wants to Pursue Claims vs. 3 Banks
ARCAPITA BANK: Cayman Court Recognizes Chapter 11 Plan
ARCAPITA BANK: Hearing on $175-Mil. Goldman Financing on June 10
ARD HILTON: Case Summary & 15 Unsecured Creditors

ASTON BAY: Clarifies Material Deficiencies in Technical Disclosure
AURA SYSTEMS: Delays Fiscal 2013 Form 10-K
BIRDSALL SERVICES: Firm Says Partner Assessment Put in Top Bid
BRIER CREEK: North Carolina's Best Lawyers Can Charge $480/Hour
CARLEE CORP: Case Summary & 20 Largest Unsecured Creditors

CASCADE AG: Secured Creditor Objects to Plan Disclosures
CENTRAL EUROPEAN: RTL Extends Exchange Offer for 3.00% Sr. Notes
CERTENEJAS INCORPORADO: Plan Confirmation Hearing Moved to Aug. 27
CHRISTIAN MINISTRIES: Case Summary & Creditors List
CHROMCRAFT REVINGTON: Refinances Credit Facility

CLAIRE'S STORES: Had $26.6 Million Net Loss in First Quarter
CLEAN BURN: $4.8MM Lost Due to Unperfected Security Interest
CLOUDY SKIES: Case Summary & 13 Unsecured Creditors
CODA HOLDINGS: White & Case Seeks Retention as Special Counsel
COLDWATER PORTFOLIO: Files Joint Plan for Sale of Properties

COLE GARDENS: Case Summary & 10 Unsecured Creditors
COLONIAL PROPERTIES: Moody's Puts Ba1 Pref. Stock Shelf on Review
COMMUNITY MEMORIAL: Committee Amends Plan Over Objections Filed
CONDOR DEVELOPMENT: Files Sale-Based Chapter 11 Plan
CONEXANT SYSTEMS: Bankruptcy Court Approves Reorganization Plan

COOPER-BOOTH: Has Access to Cash Via Interim Orders
COOPER-BOOTH: Blank Rome to Negotiate on U.S. Seizure of Funds
CPI CORP: Bankruptcy Judge Clears Auction Assets on June 24
CUMULUS MEDIA: S&P Retains 'B' CCR Following Credit Amendment
CYPRESS OF TAMPA: Liquidation Plan Declared Effective

DUMA ENERGY: Seeking Deeper Reserves in Galveston Bay
EGL MIDCO: Moody's Rates Proposed Sr. Unsecured Notes 'Caa2'
ELBIT IMAGING: Incurs NIS113.2 Million Net Loss in 1st Quarter
ELEPHANT TALK: Investor Presentation at Marcum MicroCap Conference
ENERGYSOLUTIONS INC: Closes Merger with Energy Capital

EPICOR SOFTWARE: S&P Revises Outlook to Negative & Affirms 'B' CCR
EVEN ST. PRODUCTIONS: Case Summary & Unsecured Creditors
FIRST DATA: Issues $750MM of Senior Subordinated Notes Due 2021
FORSYTH CAPITAL: Voluntary Chapter 11 Case Summary
FREDERICK'S OF HOLLYWOOD: Salus Hiked Credit Facility to $14MM

FREESEAS INC: Inks Investment Agreement with Dutchess
FRITCH, TX: S&P Cuts Rating on Existing General Obligation to 'D'
FUEL INVESTMENT: Voluntary Chapter 11 Case Summary
FULTON MANUFACTURING: Case Summary & Creditors List
GLOBAL CASINOS: Incurs $215K Net Loss in March 31 Quarter

HGIM CORP: Moody's Gives 'B1' CFR & Rates Term Loan 'B1'
HOT TOPIC: Moody's Assigns CFR & Sr. Secured Notes Rating at 'B2'
ICTS INTERNATIONAL: Amends Form 20-F for 2012
IGPS COMPANY: Files Bankruptcy Petition to Facilitate Sale
INTERFAITH MEDICAL: Court Approves KERP for Employees

J.C. HOUSHOLDER: Case Summary & 5 Unsecured Creditors
JACK COOPER: Moody's Rates $225MM Sr. Notes B2 & Assigns B2 CFR
JEFFERSON COUNTY: Leaders to Discuss Sewer Debt Deal
K-V PHARMACEUTICAL: Noteholders Object to Stock Purchase Agreement
KIDSPEACE CORP: Final DIP Hearing on June 14

KIDSPEACE CORP: Proposes to Hire Counsel, Advisors & Claims Agent
KIT DIGITAL: Five Stockholders Named to Equity Panel
LANDSLIDE HOLDINGS: Moody's Assigns Proposed Secured Debt 'B2'
LANDSLIDE HOLDINGS: S&P Assigns 'B+' Rating to $330MM Sr. Loan
LEHMAN BROTHERS: Agrees to Sell More Claims Against Brokerage Unit

LEO ACQUISITIONS: Seeks Approval for Management Cease Trade Order
LEVEL 3 COMMUNICATIONS: S&P Raises CCR to 'B'; Outlook Stable
LEXINGTON REALTY: S&P Assigns 'BB+' CCR; Outlook Stable
LIBERACE FOUNDATION: Court OKs Horizon Village as Appraiser
LIBERACE FOUNDATION: Can Hire Brownstein Hyatt as Special Counsel

LIBERACE FOUNDATION: Has Until June 21 to File Bankr. Plan
LIBERTY CABLEVISION: S&P Lowers Corporate Credit Rating to 'B-'
LIFE UNIFORM: Section 341(a) Meeting Scheduled for June 28
LIFECARE HOLDINGS: Completes LCI Asset Purchase, Exits Chapter 11
LIGHTSQUARED INC: Harbinger to Pay $80MM to Jefferies

LSP MADISON: S&P Assigns Preliminary 'BB+' Rating to $450MM Loan
MACCO PROPERTIES: Price's Amended Plan Deadline Moved to June 10
MAXYGEN INC: To Liquidate, Distribute Cash to Shareholders
MF GLOBAL: Announces Effective Date for Plan of Liquidation
MICHAELS STORES: Posts $47 Million Net Income in 1st Quarter

MICHAELS STORES: Files Form 10-Q, Posts $47MM Net Income in Q1
MILAGRO OIL: Incurs $16.6 Million Net Loss in First Quarter
MO' AIRPORT: Case Summary & 5 Unsecured Creditors
MOBIVITY HOLDINGS: Michael Bynum Named President
MONARCH COMMUNITY: Amends 2012 Annual Report

MOORE FREIGHT: Agrees to Monthly Payments to Secured Creditors
MOTORS LIQUIDATION: Creditors, Hedge Funds Near End of Dispute
MOUNTAIN CHINA: Posts $3.39-Mil. Net Loss in First Quarter
MUSCLEPHARM CORP: Barry Honig a 4.6% Owner as of May 8
N-VIRO INTERNATIONAL: Reduces Compensation Package for Executives

NEOMEDIA TECHNOLOGIES: Posts $9 Million Net Income in Q1
NEPHROS INC: To Receive $3 Million From Rights Offering
NEPHROS INC: Southpaw Owned 6.3% of Equity as of May 23
NEW ENGLAND COMPOUNDING: Suits to Be Conducted in Federal Court
NEW LEAF: Buys 100% of Master Outstanding Shares for $2.9MM

NEWLAND INTERNATIONAL: Ch. 11 Plan Gets Confirmation
NEXT 1 INTERACTIVE: Delays Fiscal 2013 Annual Report
NIELSEN BUSINESS: S&P Assigns Preliminary 'B+' CCR; Outlook Stable
NPS PHARMACEUTICALS: Prices Public Offering of Common Stock
O'DONNELL STRATEGIC: Incurs $20,894 Net Loss in First Quarter

OCD LLC: June 6 Hearing on Receiver's Possession of Property
OCD LLC: Reich Reich Approved as Bankruptcy Counsel
OLD SECOND: Stockholders Elect Three Directors to Board
OLYMPIC HOLDINGS: Disclosure Statement Continued to June 19
OMTRON USA: Asks for Plan Filing Exclusivity Until Aug. 16

OMTRON USA: Facilities to be Auctioned on July 15
ONDOVA LIMITED: Texas Firms' Fees Slashed $1.4MM
ORCHARD BRANDS: S&P Withdraws All Ratings Including 'B' CCR
ORMET CORP: Bankruptcy Court Approves Sale of Assets to Smelter
OTELCO INC: Cancels Registration of IDS and Class A Shares

OVERLAND STORAGE: Amends 14.5 Million Shares Prospectus
PATRIOT COAL: Miners to Protest Bankruptcy
PATRIOT COAL: Files 3rd Amendment to Certain of the Debtors' SALs
PEDEVCO CORP: Incurs $1.5-Mil. Net Loss in First Quarter
PEOPLE WHO CARE: Case Summary & 4 Unsecured Creditors

PEREGRINE FINANCIAL: Former Corporate HQ Sold to Spiegel
PETRON ENERGY: Incurs $8.3 Million Net Loss in 2012
PHOENIX GARDEN: May Use One West's Cash Collateral Thru July 12
PINNACLE AIRLINES: Court Issues Final Decree to Close Cases
PITTSBURGH CORNING: Plan Order Revised to Correct Errors

PLAINS EXPLORATION: Moody's Hikes Sr. Unsec. Debt Rating From B1
PLUG POWER: Incurs $8.6-Mil. Net Loss in First Quarter
PLY GEM HOLDINGS: To Redeem $64 Million Senior Notes
POSITIVEID CORP: Amends 4.5 Million Common Shares Prospectus
POWERWAVE TECHNOLOGIES: Wireless Cos. Take Over DC Subway Project

POWERWAVE TECHNOLOGIES: Proofs of Claim Due July 8
PRIMCOGENT SOLUTIONS: Bid to Block Zerona Patent Sale Denied
PRM FAMILY: Case Summary & 50 Largest Unsecured Creditors
PROBE MANUFACTURING: Incurs $146K Net Loss in First Quarter
QUALITY DISTRIBUTION: Shareholders Elect Seven Directors

QUANTUM FUEL: Crede CG Owned 9.9% of Shares as of May 16
QUANTUM FUEL: Amends Loan Agreement with Bridge Bank
RAHA LAKES: Plan Confirmation Hearing Set for Aug. 22
RESOURCE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
REVSTONE INDUSTRIES: Gets Green Light for Aluminum Biz Sale

RG STEEL: Seeks Approval to Sell Property in W.Va. for $800,000
RG STEEL: Asked to Assume or Reject Timken Contracts
RG STEEL: Rennert Drops Bid to File Documents Under Seal
RICEBRAN TECHNOLOGIES: Borrows $1.4 Million From TCA Global
ROAD INFRASTRUCTURE: Moody's CFR Not Affected by Incremental Debt

ROCKWELL MEDICAL: Camber A 7% Owner as of May 14
RODEO CREEK: Agrees to Reserve $1MM from Hollister Sale Proceeds
ROTECH HEALTHCARE: Shareholders Seek to Undo $30-Mil. DIP Order
ROTECH HEALTHCARE: Chapter 11 Plan Filed
ROTECH HEALTHCARE: Shareholders' Objection to Financing Overruled

ROTHSTEIN ROSENFELDT: Trustee Says Versace Suit Violates Stay
SAAB CARS: Settles Ally's Secured Claim, Amends Liquidation Plan
SAC CAPITAL: Braces for $3.5-Bil. Withdrawals
SAGECREST II: McGuireWoods Atty Sued Over Contract Breach
SAN BERNARDINO, CA: Creditor Tries to Save Winston & Strawn

SANCHEZ ENERGY: Moody's Rates $350MM Notes Caa1 & Assigns B3 CFR
SANGUI BIOTECH: Incurs $131K Net Loss in March 31 Quarter
SANUWAVE HEALTH: Copy of the Presentation to Investors
SATCON TECHNOLOGY: Supplier Makes $6MM Bid In Last-Minute Deal
SCHOOL SPECIALTY: Releases Copy of Disclosure Statement Order

SCHOOL SPECIALTY: Court Approves Amendment to ABL DIP Facility
SCHOOL SPECIALTY: Requests for Equity Committee Appointment Denied
SEAN DUNNE: Trustee Supports Parallel Irish Bankruptcy
SEARS HOLDINGS: Incurs $292 Million Net Loss in First Quarter
SEMGROUP CORP: Moody's Rates $350MM Sr. Unsecured Notes 'B3'

SEMGROUP CORP: S&P Assigns 'B+' Rating to $350MM Notes
SEVEN CANYONS: Northlight Financial Acquires Majority Stake
SMART ONLINE: Sells $400,000 Add'l Convertible Secured Note
SPRINGLEAF FINANCE: Prepays $500MM Under 2011 Credit Facility
SPIRE CORP: Stockholders Elect Seven Directors to Board

SPIRIT REALTY: Macquarie Group Had 7.7% Equity Stake at Jan. 22
STAFFORD LOGISTICS: S&P Assigns 'B-' CCR; Outlook Stable
STALLION OILFIELD: Moody's Rates $350MM Sr. Secured Term Loan 'B3'
STAMP FARMS: Converted to Chapter 7 in Control Fight
STANDARD DRILLING: Incurs $1.1-Mil. Net Loss in First Quarter

STOCKTON, CA: Creditor Tries to Save Winston & Strawn
SUN BANCORP: Stockholders Elect 10 Directors to Board
SUNRISE REAL ESTATE: Incurs $3.5 Million Net Loss in 2012
SWI ENERGY: Case Summary & 5 Unsecured Creditors
SYNAGRO TECHNOLOGIES: Can Pay Critical Vendors & Key Employees

TERRA TECH: Incurs $1.5-Mil. Net Loss in First Quarter
THELEN LLP: Clawback Properly Nixed, Seyfarth Tells 2nd Circ.
THETOWN CRIER: Suspends Publication Indefinitely, Cuts Jobs
THQ INC: Incentive Plan for Employees Approved
TIMIOS NATIONAL: Inks Pact to Limit Economics and Voting Control

TOMMY THOMPSON: Judge Appoints Receiver in Dispute
TOBIANO GOLF COURSE: John Preston Buys Course Out of Receivership
TPO HESS: Section 341(a) Meeting Scheduled for June 25
TRANSGENOMIC INC: Craig Tuttle Elected to Board
TRAVELPORT LIMITED: 2013 Equity Plan and Award Agreements Okayed

TRIAD GUARANTY: Files Voluntary Chapter 11 Bankruptcy Petition
TRIBUNE CO: Shareholders Can't Kick Buyout Clawback Suits
TRIUMPH CHRISTIAN: Court Rejects Chapter 22 Petition
TRIUS THERAPEUTICS: Stockholders Elect 4 Class III Directors
TYGART VALLEY: Case Summary & 4 Largest Unsecured Creditors

UNIGENE LABORATORIES: Richard Levy Held 65.4% Stake at May 14
UNITED AMERICAN: Posts $306,000 Net Income in March 31 Quarter
UNITEK GLOBAL: Given Until Oct. 14 to File Q1 Form 10-Q
UNIVERSITY GENERAL: Amends Q2 and Q3 2012 Periodic Reports
UTSTARCOM HOLDINGS: Incurs $4.9 Million Net Loss in First Quarter

VERMILLION INC: Larry Feinberg Held 12% Stake as of May 13
VERMILLION INC: Jack Schuler Held 11.3% Stake as of May 13
VERMILLION INC: Quest Diagnostics Defaults Under Alliance Pact
VIDEOTRON LTEE: Moody's Rates C300MM Sr. Unsecured Notes 'Ba2'
VILLAGE AT NIPOMO: Voluntary Chapter 11 Case Summary

VILLAGE AT NIPOMO: Section 341(a) Meeting Set on July 9
VISCOUNT SYSTEMS: Raises $675,000 From Units Offering
VISCOUNT SYSTEMS: Number of Directors Fixed at Five
VISION INDUSTRIES: Incurs $1.2-Mil. Net Loss in First Quarter
VUZIX CORP: To Sell $15 Million Worth of Securities

WARREN RESOURCES: Moody's Rates Proposed $200MM Sr. Notes 'Caa1'
WAUPACA FOUNDRY: Moody's Affirms 'B1' Corp. Family Rating
WEST FRASER: S&P Raises CCR to From 'BB+'; Outlook Stable
WESTMORELAND COAL: Stockholders Elect Eight Directors
WM SIX FORKS: Has Access to Cash Until Sale Closing

WM SIX FORKS: Can Employ Dixon Hughes as Accountants
WORLDS INC: Incurs $331K Net Loss in First Quarter
ZACKY FARMS: Plan Disclosures Order Amended for Procedural Matters
ZION BAPTIST: Voluntary Chapter 11 Case Summary

* Fitch: Modest Neg. Rating Activity Bias Persists in Early 2013
* Moody's: Las Vegas Strip Recovery Still Sluggish Thru Yearend
* Bank Failures: Wisconsin Bank Brings Year's Total to 14
* Strict Compliance Required on Recording Mortgages
* Blankfein Leads Bank CEO Pay With $26 Million

* Citigroup Settles U.S. Suit over $3.5B in Mortgage Securities
* Regulators Probing Banks' Debt Collection Practices
* Sallie Mae to Split Into Two Companies
* Retailers Ready for Showdown Over Credit Card Fee Deal
* U.S. Alleges $6 Billion Money-Laundering Operation

* Jets, Giants Sue Over Xanadu
* China's Largest Meat Processor to Buy Smithfield Ham
* Dorsey & Whitney Partner Named Minn. Bankruptcy Judge
* House Democrats Seek Details on Consumer Bureau Auto Loan Rules
* S&P Asks Judges' Panel to Send States' Rating Cases to NY

* Former Shareholders of Lyondell, Tribune Face Clawback Threat
* Two California Cities' Finances Hinge on Ballot Questions
* Money Market Fund Overhaul Is Early Test for Dodd-Frank
* Overdraft Revenue Down by $1 Billion, Moebs Study Shows

* D. McGuinness Joins KCC as Corporate Restructuring Director

* Upcoming Meetings, Conferences and Seminars


                            *********


AMERICAN AIRLINES: Fine-Tunes Proposed Reorganization Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp., the parent of American Airlines Inc.,
prepared for the June 4 hearing on approval of plan disclosure
materials by filing fine-tuned versions of the reorganization plan
and disclosure statement creditors will use when deciding how to
vote.

The reorganization is based on a merger with US Airways Group Inc.
where AMR stakeholders are to receive 72 percent of the stock of
the merged airlines.

According to the report, the revised disclosure statement explains
why AMR hasn't used authority from the bankruptcy court to
refinance $1.245 billion in bonds secured by aircraft.  In January
the judge ruled that AMR could pay off the bonds without giving
the holders a so-called make-whole premium for early repayment of
the debt.

The report notes that AMR explains that if the bondholders win on
appeal, the airline would be obliged to pay them a make-whole of
about $450 million, more than twice the $200 million to be saved
by selling a new issue of $1.5 billion in so-called enhanced
equipment trust certificates.  Rather than complete the financing
which is theoretically possible since there is no stay pending
appeal, AMR instead decided to make a tender offer that amounts to
a settlement with the bondholders.  Depending on when the bonds
are tendered, AMR will buy the bonds back for face value, plus
interest and $65 to $70 per $1,000.

The report says that AMR headed off an objection to the disclosure
statement with a formal agreement to continue the frequent-flier
rewards program with Citibank NA.  Had AMR instead terminated the
program, the resulting damages could have been a $2 billion claim,
diluting the creditors' recoveries.  The revised disclosure
statement continues making no prediction about creditors' precise
recoveries given the inability to know the price at which the new
stock will trade after emergence from bankruptcy.  The disclosure
materials contain additional details on the issue of substantive
consolidation between the American Airlines parent and the AMR
holding company.  There is further discussion about the limits on
foreign stock ownership because AMR is a U.S.-flag airline.

The report relates that June 4 is also the hearing for approval of
the agreement where creditors with $1.6 billion in claims oblige
themselves to support the plan.  AMR shareholders are to receive a
minimum of 3.5 percent of the stock.  They could receive more
depending on how high the stock trades.

                      Committee Supports Plan

BankruptcyData reported that AMR's official committee of unsecured
creditors filed with the U.S. Bankruptcy Court a statement
reflecting its approval of both the Debtors' Disclosure Statement
and support and settlement agreement among consenting creditors.

The committee asserts, "The Plan will be implemented and become
effective in conjunction with the consummation of a Merger with US
Airways Group, Inc. ('US Airways') - which will combine American's
and US Airways' complementary networks, increasing convenience and
efficiency and providing more options for customers, as well as
facilitating the Debtors' transformation into a profitable and
sustainable global airline. Indeed, the recoveries for the
Debtors' economic stakeholders under the Plan are unprecedented in
cases of this nature. The Plan will implement the only available
transaction that the Creditors' Committee believes will provide
the level of recoveries projected for general unsecured creditors
and a guaranteed recovery for AMR shareholders. The Plan provides
a mechanism for each general unsecured creditor (subject to
certain exceptions) to receive a distribution based on the trading
prices of the common stock of American Airlines Group Inc. ('New
AAG') on and after the Effective Date of the Plan," the BData
report said, citing court documents.

The BData report added that the Company's ad hoc committee of AMR
creditors also filed with the Court a similar statement regarding
of its approval of the Disclosure Statement.

The ad hoc committee asserts, "[T]he Plan provides for a
guaranteed distribution of 3.5% of the common stock of the new
parent company to holders of prepetition equity interests in AMR,
with the potential for such equity holders to receive
significantly more value based on post-emergence market-based
tests. The Plan further provides for the settlement of a number of
inter-Debtor and intercreditor issues, as well as valuation.
Notably, notwithstanding that the Plan provides for the
reorganization (and merger) of one of the world's largest
airlines, with billions of dollars of outstanding prepetition debt
and hundreds of millions of publicly traded shares of prepetition
common stock, only twelve responses to the Motion were filed. The
Ad Hoc Committee believes the Disclosure Statement, as revised,
contains adequate information and should be approved."

                      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: Offering $119.7MM of Pass Through Certificates
-----------------------------------------------------------------
American Airlines, Inc., announced the private offering of its
Pass Through Certificates, Series 2013-1C in the aggregate face
amount of $119,769,000.  The Class C Certificates generally will
rank junior to the American Airlines, Inc. Pass Through
Certificates, Series 2013-1A and the American Airlines, Inc. Pass
Through Certificates, Series 2013-1B, which were issued on
March 12, 2013.

The Class C Certificates will represent an interest in the assets
of a pass through trust, which will hold certain equipment notes
expected to be issued by American.  Those equipment notes are
expected to be secured by eight currently owned Boeing 737-823
aircraft, one currently owned Boeing 777-223ER aircraft, two
currently owned Boeing 777-323ER aircraft, and two new Boeing 777-
323ER aircraft currently scheduled for delivery to American during
the period from June 2013 to July 2013.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN COMMERCE: Delays Annual Report for Fiscal 2013
-------------------------------------------------------
American Commerce Solutions, Inc., said there will be a delay in
filing the Company's annual report on Form 10-K for the year ended
Feb. 28, 2013, because the Company needs additional time to
complete the report.

                      About American Commerce

American Commerce Solutions, Inc., headquartered in Bartow,
Florida, is primarily a holding company with one wholly owned
subsidiary; International Machine and Welding, Inc., is engaged in
the machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment.

As reported in the TCR on May 28, 2012, Peter Messineo, CPA, of
Palm Harbor, Florida, expressed substantial doubt about American
Commerce's ability to continue as a going concern, following its
audit of the Company's financial position and results of
operations for the fiscal year ended Feb. 29, 2012.  The
independent auditors noted that the Company has incurred recurring
losses from continuing operations, has negative working capital
and has used significant cash in support of its operating
activities.  Additionally, as of Feb. 29, 2012 the Company is in
default of several notes payable.

The Company's balance sheet at Nov. 30, 2012, showed $4.93 million
in total assets, $4.38 million in total liabilities and $556,410
in total stockholders' equity.


APPROACH RESOURCES: Moody's Rates $200MM Notes B3 & Assigns B2 CFR
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Approach
Resources Inc.'s proposed $250 million senior unsecured notes due
2021. Moody's also assigned a B2 Corporate Family Rating (CFR),
B2-PD Probability of Default Rating (PDR), and an SGL-2
Speculative Grade Liquidity (SGL) rating. The outlook is stable.

The proceeds of the offering will be used to repay drawings under
the company's revolving credit facility, capital expenditures and
for general corporate purposes.

Issuer: Approach Resources Inc.

Rating Assignments:

  Corporate Family Rating (CFR), assigned B2

  Probability of Default Rating (PDR), assigned B2-PD

  US$250 million Senior Unsecured Regular Bond/Debenture, assigned
  B3

  US$250 million Senior Unsecured Regular Bond/Debenture, assigned
  LGD5-77%

  Speculative Grade Liquidity Rating (SGL), assigned SGL-2

Outlook Assignment

  Assigned stable outlook

Ratings Rationale

Approach's B2 Corporate Family Rating (CFR) reflects its ongoing
transition toward an oil-focused production and reserve growth
profile, its low cost structure, and high degree of operating
control with upside production trends based on proven and
statistically repeatable well characteristics across its Permian
acreage position. The company's small size and highly concentrated
reserve base relative to rated peers, in addition to recent
production curtailments, restrain the B2 CFR. Further, we expect
Approach to continue to outspend cash flow through 2014, leading
to higher leverage metrics as the company's looks to accelerate
development drilling.

With a proved reserve base of 95.5 million barrels of oil
equivalent (MMboe) and average daily production volumes of
approximately 8,400 boe for the quarter ended March 31, 2013,
Approach ranks among the smallest E&P companies that Moody's
rates. The company's asset base is also highly concentrated in the
Permian Basin. While the Permian Basin is recognized for its
liquids-rich and multiple pay zone resource potential, recent
production curtailments highlight the high operating risk of
Approach and expose the company to regional infrastructure issues
given its lack of basin diversification.

Since 2004, Approach has focused its operations in the prolific,
liquids-rich Permian Basin. The company has drilled more than 600
wells in the Southern Midland Basin with an average success rate
of 94% and has identified over 2,900 drilling locations with over
1.1 billion boe total gross resource potential across multiple
benches. Transitioning to development mode, Approach is shifting
to a more oil-focused production profile, going from 33% liquids
production in 2010 to over 70% for the LTM ending March 31, 2013.
We view this transition as credit positive due to the de-emphasis
of natural gas production and dedication of capital expenditures
toward higher margin, liquids-weighted assets in the southern
Midland Basin. Combined with advanced drilling techniques such as
horizontal drilling, and Approach's low cost, the company is
positioned to manage well costs and improve drilling efficiencies
that will drive production growth and support an unlevered cash
margin of around $40 per boe and a full-cycle return on capital
employed of over 2.0x based on our base price commodity
assumptions. Although debt levels are expected to rise to fund the
anticipated outspending of cash flow, we believe that the growth
in production and reserves will be enough to offset any
corresponding increase in leverage.

The SGL-2 Speculative Grade Liquidity rating reflects good
liquidity. Pro-forma for the proposed $250 million notes offering,
Approach has approximately $92 million of cash on hand with full
availability under its $315 million (borrowing base) revolving
credit facility due July 2016. We believe that cash on hand and
revolver availability will be sufficient to support approximately
$245 million outspending of cash flow through 2014. The credit
facility contains two financial covenant requirements: a minimum
current ratio of 1.0x, and a maximum debt / EBITDAX ratio of 4.0x.
We anticipate that the company will maintain sufficient headroom
under these two covenants through 2014.

The B3 rating on the proposed $250 million senior unsecured notes
reflects both the overall probability of default of Approach, to
which Moody's assigned a PDR of B2-PD, and a loss given default of
LGD-5 (77%). The company's $315 million borrowing base credit
facility has a first-lien priority claim to substantially all of
Approach's assets. We overrode the Moody's Loss Given Default
Methodology generated note rating of Caa1 given Approach's
underlying asset value that should provide higher than average
recovery for unsecured noteholders. However, the notes could get
double-notched from the CFR should the size of the priority claim
from the secured revolver increase significantly in proportion to
the unsecured claim.

The stable outlook is based upon the expectation that the company
will execute on reserve and production growth targets without any
substantial increase in leverage. It is unlikely that Approach
will be upgraded in the near term primarily due to its modest
average daily production volumes. Successful execution of its
Permian development projects will dictate upward ratings
progression. An upgrade would be considered if production can be
sustained above 20,000 boe per day, while keeping debt / average
daily production under $25,000 boe. The ratings may be downgraded
if debt / average daily production or debt / PD reserves are
sustained above $25,000 per boe and $10.00 per boe, respectively.

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

Approach Resources Inc. is a publicly traded independent oil and
gas exploration and production company, which is headquartered in
Fort Worth, Texas.


APPROACH RESOURCES: S&P Assigns 'B' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Fort Worth, Texas-based Approach
Resources Inc.  The outlook is stable.

At the same time, S&P assigned its 'B-' issue rating (one notch
below the corporate credit rating) to Approach's proposed
$250 million senior unsecured notes due 2021.  The recovery rating
is '5', indicating expectations of modest (10% to 30%) recovery in
the event of a payment default.  The recovery valuation would
allow Approach to increase its offering to a maximum of
$300 million without the potential of negatively affecting senior
unsecured ratings.

"The ratings on Approach Resources Inc. reflect Standard & Poor's
Ratings Services' view of the company's 'vulnerable' business
risk, 'aggressive' financial risk, and 'adequate' liquidity," said
Standard & Poor's credit analyst Paul Harvey.

The ratings incorporate Approach's limited scale of operations,
lack of geographic diversity, and high percentage of liquids
production (about 70% for the three months ended March 31, 2013).
In addition, the ratings reflect S&P's expectation that Approach
will maintain moderate debt leverage and adequate liquidity and
will continue to grow its proved developed reserves.  Finally, the
ratings incorporate the company's exposure to volatile commodity
prices and the capital intensity of the E&P industry.

The stable outlook reflects S&P's expectation that the company's
debt leverage will remain about 2x, and its ratio of FFO to debt
will be 40% to 50% for the next 18 months.

S&P could lower the ratings if debt leverage were to rise to
greater than 5x.  S&P believes this could occur if natural gas
prices were to fall to below $2.00 per mmBtu and crude oil prices
fell below $65 per barrel for a prolonged period, without a
commensurate cut in capital spending.

An upgrade would require that Approach increase its reserves to
more than 100 million boe and achieve average production of 20,000
boe per day, while maintaining debt leverage below 4x.

S&P expects Approach will use proceeds from the proposed notes to
repay outstanding borrowings under its credit facility, fund
capital expenditures, and for general corporate purposes.


ARCAPITA BANK: SCB, Others Accept Reorganization Plan
-----------------------------------------------------
Jeffrey S. Stein, the National Solicitation Consultant for the
Garden City Group, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of New York Tuesday an Amended Declaration
on June 3, 2013, certifying the methodology for the tabulation of
the votes on the results of the voting with respect to the Second
Amended Joint Plan of Reorganization of Arcapita Bank B.S.C.(c)
and related Debtors under Chapter 11 of the Bankruptcy Code.

The Amended Declaration was occasioned by GCG's receipt of a
Ballot from Standard Chartered Bank.  SCB, holder of a
$96.7 million secured claim, voted in favor of the Plan.

The solicitation of votes to accept or reject the Plan was sent to
the following Voting Classes:

CLASS                         DESCRIPTION

Classes 2(a) - 2(f)           SCB Claims

Classes 4(a) and 4(b)         Syndicated Facility Claims and
                              Arcsukuk Claims

Classes 5(a), 5(b) and 5(g)   General Unsecured Claims

Classes 7(a), 7(b) and 7(g)   Intercompany Claims

Classes 8(a) and 8(g)         Subordinated Claims

Class 9(g)                    Interests

With respect to Arcapita Bank B.S.C.(c) - Subclass "a", 100% of
the Ballot Count for Class 2 (representing 100% of the Dollar
Amount), 100% of the Ballot Count for Class 4 (representing 100%
of the Dollar Amount), 98.5% of the Ballot Count for Class 5
(representing 99.08% of the Dollar Amount), 100% of the Ballot
Count for Class 6 (representing 100% of the Dollar Amount), 100%
of the Ballot Count for Class 7 (representing 100% of the Dollar
Amount), and 96.92% of the Ballot Count for Class 8 (representing
54.23% of the Dollar Amount), voted to accept the Plan.

With respect to Arcapita Investment Holdings Limited - Subclass
"b", Arcapita LT Holdings Limited - Subclass "c", WindTurbine
Holdings Limited - Subclass "d", AEID II Holdings Limited -
Subclass "e", Railinvest Holdings Limited - Subclass "f", and
Falcon Gas Storage Company, Inc. - Subclass "g", each of the
Voting Classes voted to accept the Plan.

A copy of the Amended Certification is available at:

            http://bankrupt.com/misc/arcapita.doc1193.pdf

                     The Chapter 11 Plan

The Plan proposes to establish a new Cayman Islands holding
company ("New Arcapita Topco") which will own and control a series
of newly formed intermediate Cayman Islands, Delaware and
potentially Bahraini holding company subsidiaries (collectively
with New Arcapita Topco, the "New Holding Companies").  The New
Holding Companies will own, directly or indirectly, 100% of the
Debtors' assets.  In exchange for their Allowed Claims, the
majority of the Debtors' unsecured creditors will receive a Pro
Rata Share of a new Shari'ah compliant Sukuk facility,
substantially all of the equity of the New Holding Companies and
certain warrants issued by New Arcapita Topco.

A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/arcapita.doc983.pdf

                      Plan Supplements

On June 3, 2013, Arcapita Bank filed with the U.S. Bankruptcy
Court for the Southern District of New York Plan  Supplement
documents relating to the Debtors' Second Amended Joint Plan of
Reorganization under Under Chapter 11 of the Bankruptcy Code.  The
Plan Supplement is comprised of the following documents:

     1. Form of Disposition Plan;
     2. Form of Transaction Holdco Amended Articles;
     3. Form of New Arcapita Topco Articles (including share
        terms);
     4. Form of Other New Holding Company Articles;
     5. Form of Other New Holding Company LLC Agreement;
     6. Form of New Arcapita Topco Warrants;
     7. Form of Shareholder Agreement for Transaction Holdcos;
     8. Cooperation Term Sheet (updated);
     9. Blackline of Cooperation Term Sheet Filed with Disclosure
        Statement;
    10. Implementation Memorandum - Structure Chart (updated);
    11. AIM/New Arcapita Topco Services Agreement Charts;
    12. Form of Management Services Agreement (with exhibits);
    13. Equity Term Sheet (updated);
    14. Blackline of Equity Term Sheet Filed with Disclosure
        Statement;
    15. Replacement DIP Facility/Exit Facility Term Sheet;
    16. Form of Working Capital Facility Note;
    17. Form of Disposition Expense Facility;
    18. Form of Senior Management Global Settlement Agreements;
    19. Form of Amended QRE Letter Agreement;
    20. Form of QIB/Arcapita Bank Lusail Agreement;
    21. Form of HQ Settlement Agreement;
    22. Professional Compensation Claims Escrow Account Agreement;
    23. Disbursing Agent Agreement Notice;
    24. Hopper Parties Agreement Notice;
    25. Projections (updated); and
    26. Blackline of Projections Filed with Disclosure Statement.

A copy of the Plan Settlement Documents is available at

            http://bankrupt.com/misc/arcapita.doc1195.pdf

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

On Feb. 8, 2013, the Debtors filed with the Bankruptcy Court a
disclosure statement in support of their Joint Plan of
Reorganization, dated Feb. 8, 2013.  The Plan contemplates, among
others, the entry of the Debtors into a $185 million Murabaha exit
facility that will allow the Debtors to wind down their businesses
and assets for the benefit of all creditors and stakeholders.

On April 25, 2013, the Debtors filed their Second Amended Joint
Plan of Reorganization.  On April 26, 2013, the Court approved the
related disclosure statement.

A copy of the Second Amended Disclosure Statement is
available at: http://bankrupt.com/misc/arcapta.doc1038.pdf

A hearing is scheduled for consideration of the Plan on June 11,
2013.


ARCAPITA BANK: Committee Wants to Pursue Claims vs. 3 Banks
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Arcapita Bank
B.S.C.(c), et al., asks the U.S. Bankruptcy Court for the Southern
District of New York to enter an order granting the Committee
leave, standing and authority to prosecute certain claims on
behalf of the Debtors' estates against (a) three banks: Al Baraka
Islamic Bank, Tadhamon Capital, and Bahrain Islamic Bank; and (b)
trustees Arcsukuk (2011-1) Limited and BNY Mellon Corporate
Trustee Services Limited).

First, the Committee seeks authority to pursue claims against the
Banks for, among other things, turnover of $33 million in proceeds
that the Banks owe to Arcapita under certain prepetition short-
term investment transactions, pursuant to which Arcapita deposited
funds with the Banks in exchange for a promised return.

Second, the Committee seeks authority to pursue claims against the
Arcsukuk Defendants to avoid a guarantee issued by Arcapita
Investment Holdings Limited, a subsidiary of Arcapita.

Finally, the Committee seeks authority to pursue a claim against
the Arcsukuk Trustee with respect to transfers of cash from
Arcapita to the Arcsukuk Trustee within the 90 days prior to the
filing of the Debtors' chapter 11 petitions. The Debtors do not
oppose the Committee's pursuit of the Claims.

The Committee tells the Court that it should be granted standing
to prosecute the Claims, because:

    * the Claims are colorable in that the Placement Claims state
a claim for turnover under section 542(b) of the Bankruptcy Code,
the Arcsukuk Claims state a claim for constructive fraudulent
transfer under section 548(a) of the Bankruptcy Code, and the
Preference Claim states a claim to avoid preferential transfers
under Section 547(b) of the Bankruptcy Code.

    * the Claims are in the best interest of the estates and will
benefit the Chapter 11 cases because the potential value of the
Claims far exceeds their likely costs.

"Indeed, the estates may recover more than $33 million on account
of the Placement Claims, may reduce the estates' liabilities by up
to $100 million in connection with the Arcsukuk Claims, and may
recover more than $1.2 million on account of the Preference Claim.
The costs that the Committee will likely incur in litigating the
Claims are relatively minor by comparison," the Committee avers.

A hearing to consider the Motion will be held on June 26, 2013, at
2:00 p.m.

Any responses or objections to the Motion will be filed
electronically with the Court so as to be received no later than
June 19, 2013, at 4:00 p.m.

A copy of the Motion is available at:

            http://bankrupt.com/misc/arcapita.doc1197.pdf

The Motion was filed by counsel of the Creditors Committee:

     Dennis F. Dunne, Esq.
     Evan R. Fleck, Esq.
     Atara Miller, Esq.
     MILBANK, TWEED, HADLEY & McCLOY LLP
     1 Chase Manhattan Plaza
     New York, NY 10005
     Tel: (212) 530-5000

          - and -

     Andrew M. Leblanc, Esq.
     MILBANK, TWEED, HADLEY & McCLOY LLP
     1850 K Street, NW, Suite 1100
     Washington, DC 20006
     Tel: (202) 835-7500

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

On Feb. 8, 2013, the Debtors filed with the Bankruptcy Court a
disclosure statement in support of their Joint Plan of
Reorganization, dated Feb. 8, 2013.  The Plan contemplates, among
others, the entry of the Debtors into a $185 million Murabaha exit
facility that will allow the Debtors to wind down their businesses
and assets for the benefit of all creditors and stakeholders.

On April 25, 2013, the Debtors filed their Second Amended Joint
Plan of Reorganization.  On April 26, 2013, the Court approved the
related disclosure statement.

A copy of the Second Amended Disclosure Statement is
available at: http://bankrupt.com/misc/arcapta.doc1038.pdf

A hearing is scheduled for consideration of the Plan on June 11,
2013.


ARCAPITA BANK: Cayman Court Recognizes Chapter 11 Plan
------------------------------------------------------
On May 31, 3013, the Grand Court of the Cayman Islands entered an
order in connection with the Second Amended Joint Plan of
Reorganization of Arcapita Bank B.S.C.(c), and related debtors
under Chapter 11 of the Bankruptcy Code, as it relates to Arcapita
Investment Holdings Limited.

The Cayman Order states:

   1. The permissions granted to the Company and/or the directions
given to the joint provisional liquidators under the following
paragraphs of this Order shall be conditional upon the
confirmation of the Plan, amended as provided for at Schedule 2 of
this Order, by the United States Bankruptcy Court at a
Confirmation Hearing held for that purpose, which shall be
effective without further order from this Court upon Confirmation
of the Plan.

   2. In the event that there has been either (1) no Confirmation
of the Plan by 31 August 2013 or (ii) the Effective Date as
defined in the Plan has not occurred by 31 December 2013 then,
subject to any further order of this Court, the conditional
permissions and directions contained in the following paragraphs
of this Order shall terminate and cease to have any effect.

   3. On the Effective Date, the Company be permitted, pursuant to
the Court's inherent jurisdiction to recognize the Plan and
provide assistance to the United States Bankruptcy Court, to enter
into a "transaction".  The Plan and the order of the U.S.
Bankruptcy Court confirming the Plan, including without limitation
to terms of the Plan and such order in connection with or related
to the proposed Debtor-in-Possession Murabaha facility, or the
proposed exit Murabaha facility with Goldman Sachs International,
are hereby recognized.

   4. Pursuant to s.99 of the Law, no disposition of the Company's
property or other transaction by the Company effected pursuant to
the Plan, the order of the United States Bankruptcy Court
confirming the plan or the Transaction shall be void in the event
that the Company is wound up.

   5. On the Effective Date and following completion of the
Transaction, the Company be permitted, pursuant to the Court's
inherent jurisdiction to recognize the Plan and provide assistance
to the United States Bankruptcy Court, to remit to the appropriate
disbursing agent in the State of New York the shares, warrants and
other assets provided to the Company as consideration under the
Transaction and which the Company will then hold for the purpose
of the consideration being applied in accordance with the terms of
the Plan.

The "transaction" refers to the sale on the Effective Date of all
of the assets to which the Company has a legal or equitable title,
wherever located, including but not limited to any and all claims
and causes of action of any nature or type whatsoever, including
causes of action under Chapter 5 of the Bankruptcy Code, to New
Arcapita Holdco 2.

A copy of the Cayman Order is available at:

            http://bankrupt.com/misc/arcapita.doc1198.pdf

                     The Chapter 11 Plan

The Plan proposes to establish a new Cayman Islands holding
company ("New Arcapita Topco") which will own and control a series
of newly formed intermediate Cayman Islands, Delaware and
potentially Bahraini holding company subsidiaries (collectively
with New Arcapita Topco, the "New Holding Companies").  The New
Holding Companies will own, directly or indirectly, 100% of the
Debtors' assets.  In exchange for their Allowed Claims, the
majority of the Debtors' unsecured creditors will receive a Pro
Rata Share of a new Shari'ah compliant Sukuk facility,
substantially all of the equity of the New Holding Companies and
certain warrants issued by New Arcapita Topco.

A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/arcapita.doc983.pdf

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

On Feb. 8, 2013, the Debtors filed with the Bankruptcy Court a
disclosure statement in support of their Joint Plan of
Reorganization, dated Feb. 8, 2013.  The Plan contemplates, among
others, the entry of the Debtors into a $185 million Murabaha exit
facility that will allow the Debtors to wind down their businesses
and assets for the benefit of all creditors and stakeholders.

On April 25, 2013, the Debtors filed their Second Amended Joint
Plan of Reorganization.  On April 26, 2013, the Court approved the
related disclosure statement.

A copy of the Second Amended Disclosure Statement is
available at: http://bankrupt.com/misc/arcapta.doc1038.pdf

A hearing is scheduled for consideration of the Plan on June 11,
2013.


ARCAPITA BANK: Hearing on $175-Mil. Goldman Financing on June 10
----------------------------------------------------------------
A hearing to consider Arcapita Bank B.S.C.(c), et al.'s motion for
the entry of a final order authorizing the Debtors to obtain
replacement postpetition financing of up to $175 million from
Goldman Sachs International to repay existing postpetition
financing will take place before U.S. Bankruptcy Judge Sean H.
Lane on June 10, 2013 at 11:00 a.m.

The notice of hearing was filed by attorneys of Arcapita:

     Michael A. Rosenthal, Esq.
     Craig H. Millet, Esq.
     Matthew J. Williams, Esq.
     Joshua Weisser, Esq.
     GIBSON, DUNN & CRUTCHER LLP
     200 Park Avenue
     New York, NY 10166-0193
     Tel: (212) 351-4000
     Fax: (212) 351-4035

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

On Feb. 8, 2013, the Debtors filed with the Bankruptcy Court a
disclosure statement in support of their Joint Plan of
Reorganization, dated Feb. 8, 2013.  The Plan contemplates, among
others, the entry of the Debtors into a $185 million Murabaha exit
facility that will allow the Debtors to wind down their businesses
and assets for the benefit of all creditors and stakeholders.

On April 25, 2013, the Debtors filed their Second Amended Joint
Plan of Reorganization.  On April 26, 2013, the Court approved the
related disclosure statement.

A copy of the Second Amended Disclosure Statement is
available at: http://bankrupt.com/misc/arcapta.doc1038.pdf

A hearing is scheduled for consideration of the Plan on June 11,
2013.


ARD HILTON: Case Summary & 15 Unsecured Creditors
-------------------------------------------------
Debtor: ARD Hilton Head LLC
        20 Willow Oak West
        Hilton Head Island, SC 29928

Bankruptcy Case No.: 13-03215

Chapter 11 Petition Date: May 31, 2013

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

Judge: John E. Waites

Debtor's Counsel: Elizabeth M. Atkins, Esq.
                  778 St. Andrews Boulevard
                  Charleston, SC 29407
                  Tel: (843) 763-0333
                  E-mail: ematkins2000@yahoo.com

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

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

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/scb13-03215.pdf

The petition was signed by James Y Robinson, Jr., managing member.


ASTON BAY: Clarifies Material Deficiencies in Technical Disclosure
------------------------------------------------------------------
Aston Bay Holdings Ltd. on June 3 disclosed that as a result of a
review by the British Columbia Securities Commission, it is
issuing the following news release to clarify certain material
deficiencies in the Company's technical disclosure and non-
compliant and misleading disclosure on its website and in investor
materials.

The Company has been placed on the Commission's Issuers in Default
list and will continue to be on this list until material
deficiencies have been resolved to the satisfaction of the
Commission.

The Company has completed a review of technical disclosure
contained on the Company's Website prior to May 21, 2013 and the
May 2013 Corporate Presentation entitled "High Grade Copper &
Zinc" disseminated and provided on the Website prior to May 21,
2013, and wishes to clarify and retract certain disclosures
relating to its Storm Copper and Seal Zinc projects in Nunavut,
Canada.

In particular, the following statements used on the Website and/or
in the Presentation have been amended or removed and are being
retracted by the Company:

The Seal Zinc Deposit

Aston Bay previously reported a non-compliant historical Zinc
resource without cautionary language required by s.2.4(g) of NI
43-101 and referred to the non-compliant historical resource as an
"ore body", a term conferring current economic viability, thereby
treating the estimate as a current mineral reserve.  Aston Bay
also used the words "resource", "ore body" in reference to a
silver-zinc deposit, "ore", "gravel deposit", and "world class
assets" without technical basis, on the Website and in the
Presentation.  The Company retracts and has removed from its
Website and from the Presentation all references to this non-
compliant historical resource and other improperly used terms and
retracts all these references, statements and terms with reference
to the subject zones.

Statements in the Presentation disclosing gross in situ metal
value on a per unit basis for the Seal Zinc project and statements
regarding "raw rock value", a "deposit" and development with
"reasonable capex", thereby implying the quantity has potential
economic viability and treating it as a current resource or
reserve estimate, have been removed from the Presentation and are
retracted by the Company.  The Company is retracting the use of
gross metal values because they are restricted by NI 43-101 in
that they fail to take into consideration operating and capital
costs, recoveries, smelter costs and other factors relating to
mining, extraction and recovery of metals.  The Company also
clarifies that use of the term "BCM" contained in the Presentation
was not appropriate for an in-situ deposit as it was not supported
by a resource.

Retraction of gravel deposit disclosure

The Company does not have a gravel resource or any results of an
economic analysis of gravel and, as such, all prior statements or
disclosure relating to or inferring a gravel deposit, resource or
"ore body" in reference to a gravel deposit are retracted by the
Company and have been removed from the Website and from the
Presentation.

The Storm Copper Deposit

The Storm Copper section of the Website previously made reference
to "mineable surface resource" and "contained metal."  The
Presentation disclosed similar information in that it disclosed an
"historical grade range" and an "average grade" for the "open pit
copper district".  The Company has removed all references to these
statements in the Website and in the Presentation and retracts
prior disclosure of current or historical resource estimates at
Storm.  The Company is retracting these statements because there
is not enough technical data to estimate a resource at Storm.  The
Company retracts any suggestion or inference of a current resource
estimate.  In the event the Company receives a material resource
estimate, it will promptly announce the results and file a
supporting technical report.

The Presentation referred to "resource expansion possibilities",
which could be inferred as fixed quantity with a resource
designation and cut-off and, thus, disclosure of a current
resource.  This disclosure was not compliant with section 2.3(2)
of NI 43-101.  The Company has removed all references to these
statements and retracts the disclosure because the 2012 Technical
Report (as referred to below) does not support a current resource
estimate on the Storm Copper property.

A May 6, 2013 publicly disseminated news release uses the term
"ore" in reference to the Storm Copper Project. Consequently, it
also implies the existence of current resources or reserves.  The
Company retracts all prior references to, and statements
containing, the term "ore" in the May 6, 2013 news release.

For greater clarity, the NI 43-101 Technical Report on The
Exploration History And Current Status of the Storm Project,
Somerset Island, Nunavut (October 31, 2012), prepared by Jim
Robinson, B.Sc., P. Geol. with Aurora Geosciences Ltd., and Bryan
Atkinson, B.Sc., P. Geol. with APEX Geoscience Ltd. is the current
technical report with respect to the Company's interests in the
Storm-Seal property and contains all current material scientific
and technical information about the property.  Any prior
references by the Company to scientific or technical information
contained in a technical report other than the 2012 Technical
Report was made in error, is retracted by the Company and
investors should not rely on any such prior disclosure or
statements made by the Company or by its now wholly-owned
subsidiary, Aston Bay Ventures Ltd.  The Company intends to have
the 2012 Technical Report revised to reflect that Mr. Robinson is
the sole author of the Technical Report.  The revised Technical
Report will be filed with the Commission on or before July 2,
2013.

The Company has also identified the Qualified Person responsible
for the preparation or supervision of the technical information in
the Presentation and the Website as requested by the Commission
and as required by NI 43-101.  Michael Dufresne, M.Sc., P.Geol., a
consultant to and the Chief Geologist of the Company, is the
Qualified Person who prepares or supervises the preparation of or
approves disclosure of technical information by the Company.
Mr. Dufresne is the President and Principle of APEX Geoscience
Ltd., which contracts its services to the Company.  Mr. Dufresne
is also an insider of the Company and directly or indirectly holds
or controls over 10% of the shares of the Company.

The Company has removed the Presentation from the Website.  It has
also revised the Presentation based on revisions and retractions
disclosed herein, which revised corporate presentation is
available for viewing by investors on the Company's Website.

                  About Aston Bay Holdings Ltd.

Aston Bay Holdings Ltd. is a Canadian copper and zinc exploration
Company advancing the Storm Copper and Seal Zinc projects on
Somerset Island, Nunavut.

Aston Bay may earn up to a 70% interest in both projects, in
accordance with an Option and Earn-In Agreement signed in 2011
between its wholly owned subsidiary, Aston Bay Ventures Ltd., and
Commander Resources Ltd.  An experienced team leads the Company
with diverse backgrounds in geology and finance.

The content of this news release and the Company's technical
disclosure has been prepared under the supervision of Michael
Dufresne, M.Sc., P.Geol., who is the Qualified Person as defined
by NI 43-101.


AURA SYSTEMS: Delays Fiscal 2013 Form 10-K
------------------------------------------
Aura Systems Inc.'s annual report on Form 10-K for the period
ended Feb. 28, 2013, was not filed on or before the prescribed due
date of May 29, 2013, without unreasonable effort and expanse, as
it has not finalized the narrative disclosures for inclusion in
Form 10-K.  The Company intends to complete the 2013 Form 10-K as
soon as possible, but in no event later than 15 days from the
original due date for its 2013 Form 10-K.

                         About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles,
tests and sells its proprietary and patented Axial Flux induction
machine known as the AuraGen(R) for industrial and commercial
applications and VIPER for military applications.

Kabani & Company, Inc., issued a "going concern" qualification on
the financial statements for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has historically
incurred substantial losses from operations, and may not have
sufficient working capital or outside financing available to meet
its planned operating activities over the next twelve months which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

Aura Systems incurred a net loss of $14.15 million for the year
ended Feb. 29, 2012, compared with a net loss of $11.19 million
for the year ended Feb. 28, 2011.  The Company's balance sheet at
Nov. 30, 2012, showed $3.68 million in total assets, $22.47
million in total liabilities and a $18.78 million total
stockholders' deficit.


BIRDSALL SERVICES: Firm Says Partner Assessment Put in Top Bid
--------------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports Birdsall
Services Group Inc. is set to be taken over by a California firm
that offered to pay at least $5.6 million and finish up contracts
that Birdsall officials had won to repair damage from superstorm
Sandy.

                       About Birdsall Services

Birdsall Services Group Inc., an engineering firm from Eatontown,
New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case
No. 13-16743) on March 29, 2013, when the state attorney general
indicted the business and obtained a court order seizing the
assets.

Birdsall was accused by the state of violating laws prohibiting
so-called pay-to-play, where businesses make political
contributions in return for government contracts.  The state
charged that the company arranged for individuals to make
contributions and then reimbursed the employees.  A company
officer pleaded guilty last year to making political contributions
disguised to appear as though made by individuals.

The Chapter 11 petition filed in Trenton, New Jersey, disclosed
assets of $41.6 million and liabilities totaling $27 million.
Debt includes $3.6 million owing to a bank on a secured claim and
$2.4 million in payables to trade suppliers.

In April 2013, Birdsall reached a $3.6 million settlement that
ended New Jersey's opposition to the company's bankruptcy and
resolves the state's lawsuit aiming to seize Birdsall's assets.
As part of the settlement, Edwin Stier, a member of Stier
Anderson, was appointed as Chapter 11 trustee for Birdsall.


BRIER CREEK: North Carolina's Best Lawyers Can Charge $480/Hour
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the best bankruptcy lawyers in North Carolina are
entitled to charge $480 an hour, according to an opinion by U.S.
Bankruptcy Judge Stephani W. Humrickhouse in Wilson, North
Carolina.

Commercial real estate developments designed for almost 7 million
square feet on more than 150 acres -- Brier Creek Corporate Center
Associates Limited and eight other related affiliates -- filed for
Chapter 11 reorganization in March 2012.  Nine months into the
case, the companies' bankruptcy lawyer John Northen from Northen
Blue LLP filed a sixth interim request for $75,000 in fees.  The
fee application revealed that Northen was raising his rate from
$450 to $480 an hour.  The court's bankruptcy administrator
objected to increasing Northen's hourly fee.  She didn't object to
the reasonableness of the hours expended.  Northen already had
been paid almost $300,000.

The report notes that Judge Humrickhouse overruled the objection
last month, saying that Northen demonstrated "superior competency"
and "exemplary skills."  She said that only a "handful of
bankruptcy practitioners" had that level of skill.  She ruled that
Northen was entitled to "set the benchmark for the topmost hourly
rates in this district."

The relates that granting the fee request at the higher hourly,
the judge said Northen was "highly efficient" and his higher fees
were approved by two other judges.  In allowing the fee increase,
Hunrickhouse focused on the retention agreement where Northen said
his fees might increase annually.

The Bloomberg report discloses that the fee increase, amounting to
$5,500, didn't hurt creditors, according to the opinion, because
they are being paid in full.

                    About Brier Creek Corporate

Brier Creek Corporate Center Associates Limited and eight other
related affiliates filed for Chapter 11 protection (Bankr.
E.D.N.C. Lead Case No. 12-01855) on March 9, 2012.  The Debtors
own real property located in Wake County, North Carolina and
Mecklenburg County, North Carolina.  In most instances, the real
property owned by the Debtors consists of land upon which is
constructed commercial or industrial buildings consisting of
office, service or retail space.

The other debtors are Brier Creek Office #4, LLC; Brier Creek
Office #6, LLC; Service Retail at Brier Creek, LLC; Service Retail
at Whitehall II Limited Partnership; Shopton Ridge 30-C, LLC;
Whitehall Corporate Center #4, LLC; Whitehall Corporate Center #5,
LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northen Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates was hired as appraiser.  The petitions were signed by
Terry Bradshaw, vice president.

Brier Creek's other affiliated entities are Cary Creek Limited
Partnership; Shopton Ridge Business Park Limited Partnership; AAC
Retail Property Development and Acquisition Fund, LLC; American
Asset Corporation Companies Limited; and American Asset
Corporation. Cary Creek Limited Partnership filed a voluntary
petition on Jan. 3, 2013.  By order entered Jan. 10, 2013, the
bankruptcy case of Cary Creek Limited Partnership was consolidated
with the other debtors' cases and all of the cases are now being
jointly administered for procedural purposes only.


CARLEE CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Carlee Corp.
        28 Piermont Road
        Rockleigh, NJ 07647

Bankruptcy Case No.: 13-22130

Chapter 11 Petition Date: May 31, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Rosemarie E. Matera, Esq.
                  KURTZMAN MATERA, P.C.
                  664 Chestnut Ridge Road
                  Spring Valley, NY 10977
                  Tel: (845) 352-8800
                  Fax: (845) 352-8865
                  E-mail: law@kmpclaw.com

Scheduled Assets: $2,705,197

Scheduled Liabilities: $1,734,789

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb13-22130.pdf

The petition was signed by Bruce A. Burgermaster, president.


CASCADE AG: Secured Creditor Objects to Plan Disclosures
--------------------------------------------------------
Washington Federal, a secured creditor, objects to the approval of
the Disclosure Statement because the Plan described in the
Disclosure Statement is unconfirmable as a matter of law.
Washington Federal, as successor-in-interest to Horizon Bank,
extended a $3.750 million prepetition loan to the Debtor.  Charles
R. Ekberg, Esq., at Lane Powell PC, in Seattle, Washington,
represents Washington Federal.

Under the Disclosure Statement, Washington Federal's secured claim
is assigned Class 2 and will be paid in full over five years.
This portion of the Class 2 Claim will accrue interest at 5% per
annum until paid in full, and will be amortized over 10 years.
Washington Federal will receive monthly, interest-only payments
beginning July 2013, for the first six months.  Thereafter,
Washington Federal will receive equal, monthly, principal-and-
interest payments for the next 54 months, followed by a balloon
payment in the 61st month, to pay the remaining balance of this
portion of the Class 2 Claim in full.  There will be no penalty
for early payment.  Washington Federal will retain its prepetition
lien against the Debtor's assets to the same extent and with the
same validity and priority as existed prepetition until the
portion of the Class 2 Claim is paid in full.  The remaining
portion of the Class 2 Claim will either be: (a) settled in full
by way of payment of 10% of its value on the Effective Date; or
(b) converted to common stock, at Washington Federal's option.

The Plan contemplates a $3.0 million capital infusion.  As of
May 3, 2013, the identity of investors and the amounts of
investment have not yet been finalized.  Money contributed to fund
the Plan will be used to satisfy Administrative Expense Claims to
the extent that those Claims must be satisfied for Confirmation,
unless there is agreement with Holders of Administrative Expense
Claims to defer payment.  In exchange, investors who contribute to
the Plan will receive preferred equity and directorship rights
commensurate with their investment.  In this context, preferred
stock is defined as shares eligible for a 10% dividend payment
subject to EBITDA achievements, which will be established by the
Reorganized Debtor at a future date.  Dividends would be payable
annually following the successful completion of a third-party
review, the purpose of the review would be to confirm earnings and
cash availability.

The ownership structure of the Reorganized Debtor will be adjusted
as necessary to preserve, to the fullest extent, any available tax
benefits, including, without limitation, net-operating-loss carry
forwards, which will have an advantageous effect upon Plan
distributions.

At this time, the Plan contemplates that a new chief executive
officer and chairman of the board of directors will be retained.
Craig Staffanson and Ben Lee will remain employed by the
Reorganized Debtor.  The Plan contemplates that the nature of
Mr. Staffanson and Mr. Lee's compensation will remain salary, plus
employee benefits consistent with the benefits available to other
employees of the Reorganized Debtor.

Allowed Unsecured Claims, which consist primarily of accounts
payable, credit cards, and investor notes, will be allowed or
disallowed, as the case may be, whether prior to or following
Confirmation, in the amount as the Court may approve following
notice and a hearing.  Each Holder of an Allowed General Unsecured
Claim will have the option of either: (a) full settlement of its
Claim by way of payment of 10% of the Claim on the Effective Date,
or (b) conversion to common stock.  Alternatively, a Holder of an
Allowed General Unsecured Claim may elect to have its claim
treated as an Administrative Convenience Claim.  If a Holder of an
Allowed General Unsecured Claim fails to make an election on its
Ballot as to how its Claim should be treated, its Claim will be
converted to common stock on the Effective Date.

A full-text copy of the Debtor's Third Amended Disclosure
Statement for its Second Amended Chapter 11 Plan of
Reorganization, dated May 7, 2013, is available for free at:

          http://bankrupt.com/misc/CASCADEds0507.pdf

The Disclosure Statement was signed by the Debtor's counsel, John
R. Rizzardi, Esq., at Cairncross & Hempelmann, P.S., in Seattle,
Washington, and the Debtor's president, Craig Staffanson.

                         About Cascade AG

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., is a vegetable processing
company that processes Washington-grown cucumbers and cabbage into
pickles and sauerkraut.  Cascade AG filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-18366) on Aug. 13, 2012.
It scheduled $25,820,499 in assets and $22,255,482 in liabilities.

Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the
Debtor's counsel.  Clyde A. Hamstreet & Associates, LLC, is the
Debtor's chief restructuring officer and financial advisor.  The
petition was signed by Craig Staffanson, president.

The U.S. Trustee appointed seven creditors to the Official
Unsecured Creditors' Committee.  Lawrence R. Ream, Esq., at
Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee
as counsel.

DIP lender One PacificCoast Bank, FSB, is represented by Brad T.
Summers, Esq., and David W. Criswell, Esq., at Ball Janik LLP.


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

The Exchange Offer will now expire at 9:00 a.m., New York City
time, on June 4, 2013, unless extended further.  The Exchange
Offer was previously scheduled to expire at 9:00 a.m., New York
City time, on June 3, 2013.  As of 9:00 a.m., New York City time,
on June 3, 2013, holders had validly tendered $141,841,000
aggregate principal amount of the Existing CEDC Notes.  Holders
who have already tendered their Existing CEDC Notes need not take
any additional action in order to tender their Existing CEDC
Notes.

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

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

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

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

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

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

                           About CEDC

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

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

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

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


CERTENEJAS INCORPORADO: Plan Confirmation Hearing Moved to Aug. 27
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
continue the hearing to consider confirmation of Certenejas
Incorporado's Plan of Reorganization on Aug. 27, 2013, at 10:00
a.m.

According to the explanatory disclosure statement, Banco Popular
de Puerto Rico, holder of a $40.4 million claim secured by
substantially all assets of the Debtor, will recover 100%.  On the
effective date, the Debtor will surrender, as payment in kind to
BPPR or will consent to the foreclosure of the Motel Molino Azul
(valued at $6.95 million), Motel Molino Rojo ($5.60 million),
Motel Las Palmas ($8.50 million), Motel El Rio ($6.67 million),
and Motel El Eden ($3.25 million), and a parcel of land in Rio
Grand, Puerto Rico ($1.45 million).  The Debtor will retain the
real property known as Motel Flor Del Valle (valued at $4.5
million).  The balance of BPPR's secured claim for $4.5 million
will be paid through monthly payments with a balloon payment of
$4.32 million on Dec. 31, 2014.

Holders of general unsecured claims aggregating $4.65 million will
recover 1%.  They will split a $50,000 carve out to be agreed with
BPPR.

Holders of interests are unimpaired.  Mr. Luis Jaime Meaux and
Mrs. Marta I. Muniz Melendez will retain their shares unaltered.

A copy of the Disclosure Statement is available for free at:

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

                   About Certenejas Incorporado

Certenejas Incorporado -- aka Hotel Flor Del Valle, Motel El
Eden, Motel Molino Azul, Motel Molino Rojo, Motel Las Palmas, and
Motel El Rio -- owns motels or short-term guest houses in Puerto
Rico.  It filed a Chapter 11 petition (Bankr. D.P.R. Case No.
12-02806) in Old San Juan, Puerto Rico, on April 11, 2012.  The
Debtor disclosed US$27.68 million in assets and US$45.29 million
in debts as of the Chapter 11 filing.  Charles Alfred Cuprill,
Esq., serves as the Debtor's counsel.  The petition was signed by
Luis J. Meaux Vazquez, president.

Certenejas Incorporado and three of its affiliates previously
sought Chapter 11 bankruptcy protection (Bankr. D.P.R. Case Nos.
09-08470 to 09-08473) on Oct. 2, 2009.  The affiliates are
Rojoazul Hotel, Inc., Jonathan Corporation, and Silvernugget
Development Corporation.  According to the schedules filed in the
2009 case, Certenejas Incorporado had total assets of
US$13,800,000, and total debts of US$41,596,637.  The petition was
signed by Luis J. Meaux Vazquez, the Company's president.


CHRISTIAN MINISTRIES: Case Summary & Creditors List
---------------------------------------------------
Debtor: Christian Ministries Hospice, Inc.
        621 Carver Road
        Griffin, GA 30224

Bankruptcy Case No.: 13-11413

Chapter 11 Petition Date: May 31, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Newnan)

Debtor's Counsel: Karen L. Kropp, Esq.
                  DANOWITZ & ASSOCIATES, P.C.
                  300 Galleria Parkway NW, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  Fax: (770) 955-6654
                  E-mail: Kkropp@danowitzlegal.com

Scheduled Assets: $112,831

Scheduled Liabilities: $7,946,589

A copy of the company's list of its 11 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb13-11413.pdf

The petition was signed by Stephanie Odom-Freeman, CEO.


CHROMCRAFT REVINGTON: Refinances Credit Facility
------------------------------------------------
Chromcraft Revington, Inc. on June 3 disclosed that it refinanced
its credit facility on May 31, 2013 and entered into a new three
year secured revolving credit facility with FCC, LLC of up to $9
million based upon eligible accounts receivable and inventory of
the Company.  The new facility with First Capital replaces the
Company's prior $5 million credit facility with Gibraltar Business
Capital, LLC.  The Company believes the new facility provides
several important benefits as compared to the prior credit
facility, including: increased availability and borrowing capacity
due in part to the inclusion of inventory in the borrowing base;
an extended term of three years; more favorable net income (loss)
financial covenants; and the ability to obtain a mortgage or
synthetic lease on the Company's Senatobia, Mississippi plant
subject to certain limitations.  The Company also believes the new
facility provides the Company with the borrowing capacity to meet
the Company's anticipated cash operating needs for at least the
next twelve months and, in addition, provides greater flexibility
than the prior credit facility.

Ronald H. Butler, the Company's Chairman and Chief Executive
Officer, commented, "The increased borrowing capacity provided
under our new credit facility with First Capital, along with the
recent acquisition of ownership of our Senatobia plant pursuant to
a property exchange with Tate County, Mississippi on May 30th,
better positions the Company as it manages through a difficult
economic environment and seeks to return to profitability."

The Company also provided an update on June 3 on the expected
timing for filing its 2012 Annual Report on Form 10-K with the
Securities and Exchange Commission.  The Company had previously
announced that it anticipated filing its Form 10-K by May 31,
2013.  Having completed the refinancing of its credit facility on
May 31, 2013, the Company now anticipates that McGladrey LLP, the
Company's independent registered public accountants, will be able
to complete its audit and the Company will be in a position to
file its Form 10-K on or before June 21, 2013.  McGladrey LLP has
informed the Company that its audit opinion may contain an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.  Such an
opinion, if rendered, will not constitute an event of default or
otherwise affect the Company's ability to continue to borrow under
its new credit facility with First Capital.

Chromcraft Revington(R) businesses design, manufacture and import
residential and commercial furniture marketed primarily in the
U.S.  The Company wholesales its residential furniture products
under Chromcraft(R), Cochrane(R), Peters-Revington(R), and CR Kids
& Beyond(R) primary brands.  It sells commercial furniture under
the Chromcraft(R) and Executive Office Concepts brands.  The
Company sources furniture from overseas suppliers, with domestic
contract specialty facilities, and operates a U.S. manufacturing
facility for its commercial furniture and motion based casual
dining furniture in Mississippi and a manufacturing facility for
office suites and other commercial furniture lines in California.


CLAIRE'S STORES: Had $26.6 Million Net Loss in First Quarter
------------------------------------------------------------
Claire's Stores, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $26.58 million on $354 million of net sales for the three
months ended May 4, 2013, as compared with a net loss of
$19.92 million on $340.61 million of net sales for the three
months ended April 28, 2012.

As of May 4, 2013, the Company had $2.87 billion in total assets,
$2.92 billion in total liabilities and $47.85 million
stockholders' deficit.

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

                        http://is.gd/WCIsNz

                       About Claire's Stores

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

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

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

                         Bankruptcy Warning

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

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

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

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

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

                           *     *     *

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

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


CLEAN BURN: $4.8MM Lost Due to Unperfected Security Interest
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that by failing to spend a few dollars filing a financing
statement, a supplier named Purdue Bioenergy LLC ended up losing
$4.8 million by trying to retain ownership of corn when the
Uniform Commercial Code requires having a perfected security
interest.

According to the report, the case decided last month by U.S.
Bankruptcy Judge Thomas W. Waldrep Jr. in Durham, North Carolina,
involved Clean Burn Fuels LLC, the owner of a 60-million-gallon-a-
year ethanol plant in Raeford, North Carolina.  John Northen was
on the winning side serving as special counsel for the Chapter 7
trustee.

The report notes that the bankrupt company challenged Purdue's
ownership of 600,000 bushels of corn stored at the facility when
the Chapter 11 petition was filed in April 2011.  Northen filed
suit one month after bankruptcy, explaining how the agreement
called for Purdue to retain ownership until the corn moved across
a conveyer belt from a storage bin at the plant into the
production process.  The complaint alleged that that the
arrangement was an unperfected security interest that can be
voided in bankruptcy.  Judge Waldrep agreed in his 34-page
opinion.

The report relates that Judge Waldrep pointed to a provision in
the UCC saying that the parties by contract can't provide for the
seller to retain title when the UCC requires perfecting a security
interest.  To void Purdue's unperfected lien, Waldrep concluded
that delivery occurred when the corn was originally delivered to
the storage bin.  Under Section 2-401(a) of North Carolina's
version of the UCC, Purdue's only means for retaining an interest
in the corn was through perfection of a security interest.

The $4.8 million in proceeds from sale of the corn goes to Clean
Burn's unsecured creditors, Northen said in an interview.

The lawsuit is Clean Burn Fuels LLC v. Purdue Bioenergy LLC (In re
Clean Burn Fuels LLC), 11-bk-09046, U.S. Bankruptcy Court, Middle
District of North Carolina (Durham).

                       About Clean Burn Fuels

Founded in 2005, Clean Burn Fuels LLC was the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in Raeford, North Carolina, in August 2010
and started producing and selling ethanol and dried distillers
grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represented
the Debtor.  Anderson Bauman Tourtellot Vos & Co. served as
financial consultant and chief restructuring officer.  Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP served as
special counsel to assist the Debtor in its state court litigation
matters, including various lawsuits pending in Hoke County, North
Carolina.  The Debtor disclosed $79,516,062 in assets and
$79,218,681 in liabilities as of the Chapter 11 filing.

The Debtor lost its assets when the bankruptcy court in Durham,
North Carolina permitted foreclosure in July 2011.  The
foreclosing lender was Cape Fear Farm Credit ACA, owed $66
million.  In January 2012, the bankruptcy court appointed a
Chapter 11 trustee.

Sara A. Conti, Chapter 11 trustee for the Debtor, tapped Northen
Blue as special counsel.  Charles M. Ivey, Esq., at Ivey McClellan
Gatton, in Greensboro, N.C., represented the Creditors' Committee
as counsel.

In September 2012, the case was converted to Chapter 7 and Ms.
Conti was named Chapter 7 trustee.


CLOUDY SKIES: Case Summary & 13 Unsecured Creditors
---------------------------------------------------
Debtor: Cloudy Skies Properties, LLC
          aka Schaub, Peter A.
              Schaub, Peter Anthony
        P.O. Box 1353
        Issaquah, WA 98027

Bankruptcy Case No.: 13-15081

Chapter 11 Petition Date: May 31, 2013

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

Judge: Marc Barreca

Debtor's Counsel: Brett C. Masch, Esq.
                  JOHN LONG LAW, PLLC
                  22525 SE 64th Place, Suite 262
                  Issaquah, WA 98027-5387
                  Tel: (425) 427-9660 Ext: 226
                  E-mail: ecf@johnlonglaw.com

Scheduled Assets: $3,735,400

Scheduled Liabilities: $5,498,739

A copy of the Company's list of its 13 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wawb13-15081.pdf

The petition was signed by Peter A. Schaub, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Gray Skies Properties, LLC            13-13756            04/19/13


CODA HOLDINGS: White & Case Seeks Retention as Special Counsel
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that one-time electric automaker Coda Holdings Inc. will
likely still have White & Case LLP as one of its law firms,
although under a different title.  When Coda filed for Chapter 11
reorganization on May 1, the company sought approval for hiring
New York-based White & Case as one of its two main bankruptcy
firms.

According to the report, the papers disclosed that Christopher
Rose had been Coda's general counsel until he joined White & Case
in September.  Because present or former company officers are
excluded from representing companies in bankruptcy, U.S.
Bankruptcy Judge Christopher S. Sontchi ruled in late May that
White & Case is disqualified to serve as a main bankruptcy
counsel.  He left the door open for the firm to reapply for
retention as a so-called special counsel.

The report notes that White & Case filed a new set of papers on
May 31 for retention as special counsel.  There will be a hearing
on June 6 where the court will consider approving sale of the
business to note holders for $25 million unless there was a higher
bid at auction.  Noteholders will pay part of the price for the
business in exchange for debt financing the bankruptcy.  An
affiliate of Fortress Investment Group LLC is a holder of $15.8
million of the notes and one of the providers of bankruptcy
financing.

                        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.


COLDWATER PORTFOLIO: Files Joint Plan for Sale of Properties
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Coldwater Portfolio Partners LLC, filed a plan last
week arm-in-arm with the secured lender owed $89.3 million.

According to the report, the plan calls for unsecured creditors
with $225,000 in claims to be paid 44 percent.  Properties will be
transferred to a liquidating trust, with sale proceeds earmarked
for the lenders.  If they wish, the lenders may buy the properties
using debt rather than cash.

The report notes that the plan proponents intend on employing a
confirmation procedure not often utilized.  Rather than having the
court approve the disclosure statement first, followed by a
confirmation hearing a month or six weeks later, they want the
judge to hold one hearing.  At the single hearing, the judge in
South Bend, Indiana would approve the plan if he first decides
that the disclosure materials were adequate.

A June 4 hearing was slated to discuss procedures.

                     About Coldwater Portfolio

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill &
Stelle LLC, serve as the Debtor's counsel.  Variant Capital
Advisors LLC provides investment banking services to the Debtor.
CPP estimated assets of $10 million to $50 million and debts of
$50 million to $100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc. is the parent of Coldwater II.

The Debtor's properties were financed with a loan in the original
principal amount of $74.3 million where U.S.  Bank NA serves as
trustee for the securitization that owns the loans.  The loans are
serviced by Torchlight Investors LLC.


COLE GARDENS: Case Summary & 10 Unsecured Creditors
---------------------------------------------------
Debtor: Cole Gardens Apartments, LLC
        524 W. Lafayette Avenue
        Baltimore, MD 21217

Bankruptcy Case No.: 13-19514

Chapter 11 Petition Date: May 31, 2013

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtors' Counsel: Ronald L. Schwartz, Esq.
                  LAW OFFICE OF RONALD SCHWARTZ
                  4907 Niagara Road, Suite 103
                  College Park, MD 20740
                  Tel: (301) 474-2300
                  E-mail: ronaldschwartz@verizon.net

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Dolphin KMG 1124, LLC                   13-19516
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by David Benowitz, member.

A. A copy of Cole Gardens Apartments' list of its 10 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/mdb13-19514.pdf

B. a copy of Dolphin KMG 1124's list of its nine largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/mdb13-19516.pdf


COLONIAL PROPERTIES: Moody's Puts Ba1 Pref. Stock Shelf on Review
-----------------------------------------------------------------
Moody's Investors Service affirmed the Baa2 issuer rating for Mid-
America Apartments, LP (MAA) with a stable outlook and placed
Colonial Realty Limited Partnership's Baa3 senior unsecured rating
under review for upgrade. Moody's anticipates concluding the
review in the third quarter of 2013 when the transaction is
expected to close.

The following rating was affirmed with a stable outlook:

Mid-America Apartments, LP -- Baa2 issuer rating.

The following ratings were placed under review for upgrade:

Colonial Properties Trust -- (P)Ba1 preferred stock shelf.

Colonial Realty Limited Partnership -- Baa3 senior unsecured debt;
(P)Baa3 senior unsecured debt shelf.

Ratings Rationale

The proposed merger between MAA and Colonial Properties is credit
positive for both companies, as it will improve a number of
factors and metrics. Most importantly the post-merger MAA will
have meaningfully larger size and leadership, with a much larger
unencumbered asset base and lower secured debt levels than that of
MAA today. As well, the combined entity has identified a number of
synergies which will permit them to reduce costs. Moody's expects
the combined entity will also enjoy a lower cost of capital than
that of the individual entities. However, some metrics will be
modestly weaker once the merger is concluded, notably MAA's fixed
charge coverage will decline and net debt / EBITDA will increase.
Moody's believes that MAA's management will work to improve these
metrics.

Moody's anticipates that the resulting combined structure will not
introduce meaningful complexity or subordination, and that the
operating partnerships, Mid-America Apartments LP and Colonial
Realty Limited Partnership, will be merged or will benefit from
mutual unconditional guarantees. Furthermore, MAA has not
traditionally engaged in meaningful development activity, and we
therefore expect that MAA management will seek to eliminate risk
resulting from Colonial's development platform, a credit positive.

The outlook for MAA is stable, reflecting Moody's expectation that
the transaction will close successfully during the third quarter
of 2013.

According to Moody's, MAA could expect to have its rating raised
should it achieve secured debt below 15% of gross assets, increase
unencumbered assets to greater than 60% of gross assets and
increase gross assets to more than $5 billion while maintaining
fixed charge coverage better than 3.5x and net debt / EBITDA lower
than 6.5x. Increasing EBITDA margins greater than 60% of revenues
would also support a higher rating for MAA. Successful integration
of the Colonial Properties portfolio is also a precursor to an
upgrade.

Conversely, should MAA fail to reduce and maintain secured
leverage or increase unencumbered assets above 40% of gross
assets, Moody's would likely lower the rating. Furthermore, should
MAA's fixed charge coverage fall below 3.5x or its net debt /
EBITDA approach 7.5x, Moody's would likely revisit the rating with
a negative bias.

The last rating action with respect to MAA was in July 2012 when
Moody's assigned a first-time issuer rating of Baa2 to Mid-America
Apartments, LP with a stable outlook. With respect to Colonial
Properties, Moody's upgraded the senior unsecured rating to Baa3
from Ba1 and revised the outlook to stable in its most recent
rating action in September 2012.

MAA (NYSE: MAA) is a self-managed real estate investment trust
with headquarters in Memphis, TN that acquires, owns and operates
apartment communities across 13 states in the Sunbelt region of
the United States. As of March 31, 2013, MAA owned or had
ownership interest in 49,591 apartment units at completed
communities.

Colonial Properties Trust (NYSE: CLP) is a real estate investment
trust with headquarters in Birmingham, AL that acquires, manages
and develops multifamily properties in the Sunbelt region of the
United States. As of March 31, 2013, the company owned, had
partial ownership in or managed 35,181 apartment units.

The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


COMMUNITY MEMORIAL: Committee Amends Plan Over Objections Filed
---------------------------------------------------------------
The Official Committee of Unsecured Creditors formed in the
bankruptcy case of Community Memorial Hospital filed, on May 29,
2013, a first amendment to its Combined Chapter 11 Plan of
Liquidation and Disclosure Statement for Community Memorial.

In general, the First Amendment document reflects non-material
modifications.  Among other things, the treatment for Class 3
Citizens Bank Secured Claim and Class 4 USDA Secured Claim were
clarified; some definitions of terms were added and amended; and
some plan exhibits were updated.

A full-text copy of the First Amendment to the Committee Plan is
available for free at:

http://bankrupt.com/misc/COMMUNITYMEM_1stAmendmenttoPlan.pdf

The Amendments were in consideration of talks the Committee held
with objecting parties to the Plan, according to Michael S.
McElwee, Esq. -- msmcelwee@varnumlaw.com -- of Varnum LLP.

Objecting parties include (i) McLaren Health Care Corporation;
(ii) Daniel M. McDermott, United States Trustee; (iii) the
Michigan Department of Community Health; (iv) Northern Michigan
Regional Hospital and Northern Michigan Hematology and Oncology;
(v) the United States of America, on behalf of its agencies, the
United States Department of Agriculture's Rural Development
Authority and the Department of Health and Human Services' Centers
for Medicare & Medicaid Services; (vi) The Equal Employment
Opportunity Commission; (vii) the United States of America, on
behalf of its agencies, the United States Department of
Agriculture's Rural Development Authority and the Department of
Health and Human Services' Centers for Medicare & Medicaid
Services; (viii) The Equal Employment Opportunity Commission;
and, (ix) the Pension Benefit Guaranty Corporation.

The U.S. Trustee previously complained of the absence of the
liquidating trust agreement in the exhibits.   He also expressed
concern on Plan provisions that may discharge, release or enjoin
liability of any non-debtor.  He further cited that any
indemnification for the Liquidating Trustee and his professionals
as well as the proposed fee structure for the Liquidating Trustee
and his professionals under the Plan violate the 11 U.S.C. Sec.
1129(a)(7) Best Interest Test.

The United States government, on behalf of certain government
agencies, also opposed approval of the Plan on these bases:  (1)
it places the disputed secured claim of Citizens National Bank in
a separate class in an effort to gerrymander a class of impaired
creditors in favor of confirmation; (2) it discriminates unfairly
against the USDA's secured claim; (3) it lacks good faith; (4) it
fails to provide for equal pro-rata distributions to all claims in
the same class; (5) it lacks feasibility, and (6) it is not in the
best interests of creditors, providing less for the creditors than
they would receive in a Chapter 7 because it strips away
creditors' causes of actions and rights, while conferring on the
Liquidating Trustee, his professionals, and the Debtor, rights and
protections not authorized by law.  Furthermore, the U.S.
government asserted, the Plan has provisions that are
objectionable for their infringement on the regulatory scheme
governing the Medicare program.

A confirmation hearing on the Debtor's Plan was scheduled for May
30, 2013.  No order has been made available as of presstime.

As reported on The Troubled Company Reporter on May 2, 2013, the
Committee Plan, a copy of which is available for free at
http://bankrupt.com/misc/COMMUNITYMEMORIALplan0405.pdf,
contemplates that a Liquidating Trustee will seek a full and final
resolution of any and all security interests asserted or
associated with the Accounts Receivable and the Accounts
Receivable Proceeds.  Upon determination of any valid security
interest in the Accounts Receivable and the Accounts Receivable
Proceeds, the holders of the Allowed Class 3 Claim (Citizens Bank
Secured Claims) and the Allowed Class 4 Claim (USDA Secured Claim)
will receive a 20% cash payment and a promissory note for the
balance of the claim secured by Accounts Receivable and payable in
12 quarterly installments with interest at 5%, but only to the
extent of determined security interest of the holders of those
Claims.  Under the Plan, the Allowed Class 3 Claims, which are
also secured by the Lincoln Bridge Plaza Property, will also be
treated in accordance with Section 1129(b)(2)(A)(iii) of the
Bankruptcy Code, by receiving the Lincoln Bridge Plaza Property as
a distribution on the Effective Date.  The Plan however does not
provide treatment of setoff and recoupment rights of the Michigan
Department of Community Health, which administers Medicaid, and
the Centers for Medicare & Medicaid Services, which administers
Medicare.  The Plan does not affect or impair such rights.

Robert D. Mollhagen, Esq. -- rdmollhagen@varnumlaw.com -- of
Varnum LLP also represents the Debtor.

Trial attorney David K. Foust, Esq. -- David.K.Foust@usdoj.gov --
in Detroit, Michigan, represents the U.S. Trustee.

U.S. Attorney Barbara L. McQuade and Assistant U.S. Attorney Julia
A. Caroff, Esq. -- Julia.Caroff@usdoj.gov -- represent the United
States.

                 About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., and Shawn M. Riley, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio; and Jayson Ruff, Esq.,
at McDonald Hopkins LLC, in Bloomfield Hills, Michigan, represent
the Debtor as counsel.  The Debtor's financial advisor is Conway
Mackenzie Inc.  The Debtor disclosed $23,085,273 in assets and
$26,329,103 in liabilities.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.

Michael S. McElwee, Esq., at Varnum LP, in Grand Rapids, Michigan,
represents the Unsecured Creditors' Committee as counse


CONDOR DEVELOPMENT: Files Sale-Based Chapter 11 Plan
----------------------------------------------------
Seattle Group, Ltd., and Condor Development LLC filed a plan of
liquidation that proposes the sale of substantially all of their
real and personal property used in operating the Comfort Inns and
Suites Hotel and related personal property.

Pending the sale of the Debtors' property, they will continue to
operate the business in the ordinary course and will make payments
to holders of allowed claims out of net operating income after
payment of reasonable marketing with a new broker.  The Debtors
stated that they considered both a long term operating plan of
reorganization and the sale prior to the filing of the plan, but
they concluded that the sale will result in quicker and greater
return to the Debtors' creditors.

The proceeds of the sale will be distributed to: (1) Allowed
Secured Claim of King County for real property; (2) Allowed
Secured Claim of EastWest Bank; (3) Allowed Administrative Claims;
(4) Allowed Priority Tax Claims; (5) Allowed Priority Wage Claims;
and (6) Allowed General Unsecured Claims.

Allowed General Unsecured Claims are impaired under the Plan.  The
unsecured claims are approximately $183,912.  The Allowed General
Unsecured Claims will be paid from the sale proceeds after payment
of priority and secured claims.  In the event that the sale has
not occurred before July 1, 2014, the Debtors will commence making
monthly payments to Allowed General Unsecured Claims in the amount
of $2,189.

A full-text copy of Disclosure Statement dated April 19, 2013, is
available for free at http://bankrupt.com/misc/CONDORds0419.pdf

                     About Condor Development

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at SeaTac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012.  The Debtor
disclosed $15,501,088 in assets and $10,409,935 in liabilities as
of the Chapter 11 filing.

Vortman & Feinstein and Larry B. Feinstein initially represented
the Debtors as counsel.  They later withdrew from the case and
were replaced by Lane Powell PC.


CONEXANT SYSTEMS: Bankruptcy Court Approves Reorganization Plan
---------------------------------------------------------------
Conexant Systems, Inc. on June 4 disclosed that it has obtained
bankruptcy court approval of its chapter 11 plan of
reorganization.

"We are extremely pleased to have received court approval of our
plan of reorganization, which will pave the way for Conexant to
emerge as a stronger, more focused company that will be better
able to serve our customers," said Sailesh Chittipeddi, Conexant
President and CEO.

Conexant entered chapter 11 on February 28, 2013 with
approximately $195 million of secured debt held by QP SFM Capital
Holdings Limited, an entity managed by Soros Fund Management LLC.
As part of its pre-arranged restructuring, the Secured Lender
agreed to receive 100 percent of the equity in the reorganized
Company as well as $76 million in new unsecured notes in exchange
for its claims.  The unsecured notes will be issued by a holding
company, which can elect to either pay interest in cash or accrue
interest in kind, and will be non-recourse to the reorganized
Conexant operating company.

As a result of the restructuring, the Company has significantly
streamlined its capital structure and operations by eliminating
all prepetition debt and cash interest obligations at the
reorganized operating company and substantially reducing operating
expenses through a comprehensive operational restructuring.  In
addition, the Secured Lender is providing the reorganized Company
with a $15 million facility to provide liquidity for working
capital and other corporate purposes.

"Through the persistence and efforts of all of our employees,
Conexant will emerge from its restructuring poised to invest in
meeting our customer needs," said Mr. Chittipeddi.

                             Advisors

Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP are
serving as legal counsel and Alvarez & Marsal is acting as
restructuring advisor to Conexant.  Akin Gump Strauss Hauer & Feld
LLP and Pepper Hamilton LLP are serving as legal counsel and
Blackstone Advisory Partners L.P. as restructuring advisor to the
Secured Lender.

                         About Conexant

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.

Conexant Systems, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-10367) on Feb. 28, 2013, with an agreement for a
balance sheet restructuring with equity sponsors and sole secured
lender, QP SFM Capital Holdings Limited, an entity managed by
Soros Fund Management LLC.

Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP serve
as legal counsel and Alvarez & Marsal acts as restructuring
advisor to Conexant.  Akin Gump Strauss Hauer & Feld LLP and
Pepper Hamilton LLP serve as legal counsel and Blackstone Advisory
Partners L.P. as restructuring advisor to the secured lender.  BMC
Group Inc. is the claims and notice agent.


COOPER-BOOTH: Has Access to Cash Via Interim Orders
---------------------------------------------------
Cooper-Booth Wholesale Company, L.P., and its affiliates have
obtained interim approval from the bankruptcy judge to access cash
collateral through June 15, 2013.

A further hearing to consider whether the Debtors' use of cash
collateral can be extended will be held on June 11, 2013 at 11:00
a.m.

Judge Magdeline D. Coleman has already entered three interim cash
collateral orders.  The initial order allowed access to the cash
collateral until May 25; the second order granted access until
June 1; and the third order granted access until mid-June.

Judge Coleman's orders provide that the use of cash will be for
purposes of paying all reasonable and necessary expenses related
to the operation of the Debtors' business.

PNC Bank, the prepetition secured lender, is granted replacement
liens to the extent of any diminution in value of its cash
collateral.

The budgets for the cash use for the weeks ended June 8 and
June 15 show total sales of $24.9 million, total product
disbursements of $32.6 million and operating disbursements of
$870,000.  Cash at the start of the month was $9.19 million.

                            Tax Stamps

Zurich American Insurance Company and American Guarantee Liability
and Insurance Company ask the Court to condition the Debtors' use
of cash collateral upon adequate protection of the interests of
the taxing authorities and the sureties and require that all
postpetition tax purchases be done on a cash-on-delivery basis.

Since at least 2003 and 2004, the Debtors have participated in a
cigarette stamp tax bonding program sponsored by AWMA and
underwritten by Zurich.  By participating the in the program, the
Debtors had the ability to obtain cigarette tax stamps from
various taxing authorities to affix stamps and act as the
collecting agent of tax from the ultimate consumers.  Either the
taxing authorities or Zurich have a first-lien or security
interests or claim of title to all tax stamps and their proceeds.
Zurich estimates to have a present claim against the Debtors for
slightly more than $19 million, being the face amount of the
bonds.

Zurich is represented by:

        ECKERT SEAMANS CHERIN & MELLOTT, LLC
        Karen Lee Turner, Esq.
        Two Liberty Place
        50 S. 16th Street, 22nd Floor
        Philadelphia, PA 19102
        Tel: (215) 851-8400
        Fax: (215) 851-8383
        E-mail: kturner@eckertseamans.com

                         PNC Bank Lawsuit

As reported in the May 31 edition of the TCR, PNC Bank commenced a
lawsuit on claims that the $7.3 million in the Cooper-Booth
Wholesale Co. operating account seized by the U.S. Department of
Homeland Security is collateral for its $10.7 million in loans to
the Debtor.  The bank is asking the Bankruptcy Court to rule it
has a first lien on the funds in the bank account representing
collateral for its loan.

A copy of the complaint is available for free at:

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

                        About Cooper Booth

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.

Serving the mid-Atlantic region, Cooper Booth is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper Booth has
been in the wholesale distribution business since 1865 when the
Booth Tobacco Company was incorporated in Lancaster, Pennsylvania.
The company has been family owned and operated for three
generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as bankruptcy counsel.
Executive Sounding Board Associates, Inc., is the financial
advisor.  Blank Rome LLP will represent the Debtor in negotiations
with federal agencies concerning the seizure warrant.

The Debtor estimated assets of at least $50 million and
liabilities of at least $10 million as of the bankruptcy filing.

As of the Petition Date, the Debtors' total consolidated funded
senior debt obligations were approximately $10.7 million and
consisted of, among other things, $7.72 million owing on a
revolving line of credit facility, $2.83 million owing on a line
of credit for the purchase of equipment, and $166,000 due on a
corporate VISA Card.  PNC Bank asserts that the letter of credit
facility is secured by all personal property owned by Wholesale.
Unsecured trade payables totaled $22.8 million as of May 21, 2013.


COOPER-BOOTH: Blank Rome to Negotiate on U.S. Seizure of Funds
--------------------------------------------------------------
Cooper-Booth Wholesale Company, L.P., and its debtor-affiliates
ask the bankruptcy court for approval to employ Blank Rome LLP as
special counsel, nunc pro tunc to May 21, 2013.

The Debtors require Blank Rome to be employed for:

    1. Factual investigation regarding the circumstances
       surrounding the seizure warrant;

    2. Negotiating with the U.S. government regarding the seizure
       warrant;

    3. Filing a claim against any seized funds;

    4. Answering any forfeiture complaint;

    5. Requesting and reviewing discovery; and

    6. Briefing/arguments before the court.

The core team of professionals who will perform services for the
Debtors are:

                                          Hourly Rate
                                          -----------
    Stephen M. Orlofsky, Partner              $975
    Joseph Poluka, Partner                    $665
    Matthew Lee, Partner                      $570
    Lauren O'Donnell, Associate               $350
    Stephen Fierro, Paralegal                 $195

Other attorneys and paralegals who will assist in the case will
bill at these rates; $305 to $975 per hour for partners and
counsel; $250 to $565 per hour for associates, and $100 to $355
per hour for paralegals.

On April 12, Blank Rome received $3,700 from the Debtors on
account of prepetition legal services rendered in connection with
a lawsuit in New Jersey.  Immediately prior to the filing of the
petition, the firm received $75,000, of which $12,130 was applied
for prepetition services rendered.

                        About Cooper Booth

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.

Serving the mid-Atlantic region, Cooper Booth is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper Booth has
been in the wholesale distribution business since 1865 when the
Booth Tobacco Company was incorporated in Lancaster, Pennsylvania.
The company has been family owned and operated for three
generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as bankruptcy counsel.
Executive Sounding Board Associates, Inc., is the financial
advisor.  Blank Rome LLP will represent the Debtor in negotiations
with federal agencies concerning the seizure warrant.

The Debtor estimated assets of at least $50 million and
liabilities of at least $10 million as of the bankruptcy filing.

As of the Petition Date, the Debtors' total consolidated funded
senior debt obligations were approximately $10.7 million and
consisted of, among other things, $7.72 million owing on a
revolving line of credit facility, $2.83 million owing on a line
of credit for the purchase of equipment, and $166,000 due on a
corporate VISA Card.  PNC Bank asserts that the letter of credit
facility is secured by all personal property owned by Wholesale.
Unsecured trade payables totaled $22.8 million as of May 21, 2013.


CPI CORP: Bankruptcy Judge Clears Auction Assets on June 24
-----------------------------------------------------------
Marie Beaudette writing for Dow Jones' DBR Small Cap reports a
bankruptcy judge has approved Lifetouch Portrait Studios Inc. to
serve as the lead bidder for the assets of CPI Corp.

                          About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and provides on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.

The Company reported a net loss of $39.9 million on
$123.2 million of net sales for the 24 weeks ended July 21, 2012,
compared with a net loss of $5.6 million on $159.5 million of net
sales for the 24 weeks ended July 23, 2011.

The Company's balance sheet at July 21, 2012, showed $61 million
in total assets, $159.6 million in total liabilities, and a
stockholders' deficit of $98.6 million.


CUMULUS MEDIA: S&P Retains 'B' CCR Following Credit Amendment
-------------------------------------------------------------
Standard & Poor's Ratings Services said that the May 31, 2013,
amendment of Cumulus Media Holdings' first-lien credit agreement
does not affect our 'B' corporate credit rating and stable outlook
on Cumulus Media Inc. and its subsidiary Cumulus Media Holdings.
S&P's issue-level ratings on their debt also remain unchanged,
including its 'BB-' rating on the company's senior secured debt.

The amendment reduced the borrowing base of the revolving credit
facility to $150 million from $300 million and revised the
financial covenants.  As of March 31, 2013, Cumulus did not have
access to its undrawn revolving credit facility.  The amended
first-lien credit agreement contains a 4.5x first-lien net
leverage covenant that applies if the company draws on its
revolving or swing-line loans or issues letters of credit.  The
covenant steps down to 4.25x on Dec. 31, 2014, to 4x on June 30,
2014, and to 3.75x on Dec. 31, 2014, its final step-down.  Based
on the amended covenant, S&P expects the company to maintain
access to its revolving credit facility and an adequate cushion of
compliance over the intermediate term.

S&P believes Cumulus has sufficient liquidity for operating needs
and will maintain adequate liquidity over the near term, despite
the reduction of its revolving credit facility, and risks
surrounding longer-term secular trends in radio.  As of March 31,
2013, lease-adjusted debt to EBITDA plus preferred stock was very
high, at 8.1x.  S&P expects lease-adjusted debt leverage to
improve to the mid- to high-7x area by the end of this year,
largely because of the company's plans to continue repaying debt.

RATINGS LIST

Ratings Unchanged

Cumulus Media Inc.
Cumulus Media Holdings Inc.
Corporate Credit Rating            B/Stable/--

Cumulus Media Holdings Inc.
Senior Secured
  $1.325B term B loan due 2018      BB-
   Recovery Rating                  1
  $150M* revolver due 2016          BB-
   Recovery Rating                  1

*Lowered from $300M.

Research Contributor: Samantha Stone; (212) 438-2205.


CYPRESS OF TAMPA: Liquidation Plan Declared Effective
-----------------------------------------------------
The Cypress of Tampa LLC and The Cypress of Tampa II LLC notified
the U.S. Bankruptcy Court for the Middle District of Florida,
Tampa Division, that the conditions to the effectiveness of their
Joint Plan of Liquidation have been satisfied or waived.  Thus, in
accordance with the terms of the Plan, the Plan became effective
on May 16, 2013.

                      About Cypress of Tampa

The Cypress of Tampa LLC and its affiliate The Cypress of Tampa
II, LLC, own and operate a retail and office space, together with
certain outparcels, known as The Cypress located in Hillsborough
County, Florida.

They filed voluntary Chapter 11 petitions (Bankr. M.D. Fla. Case
Nos. 12-17518 and 12-17520) on Nov. 20, 2012.  Cypress of Tampa
disclosed, in its first amended schedules, $24,088,896 in assets
and $24,359,414 in liabilities.

Chad S. Bowen, Esq., at Jennis & Bowen, P.L., in Tampa, Florida,
represents the Debtors.


DUMA ENERGY: Seeking Deeper Reserves in Galveston Bay
-----------------------------------------------------
Duma Energy Corp. has received new 3D seismic data over its
producing fields in Galveston Bay.

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

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

"We have always believed the deep potential was there but decided
to focus our efforts on the remaining 'low-hanging fruit' in the
prolific Frio intervals at shallower depths," stated Jeremy G.
Driver, CEO of Duma Energy Corp.  He further commented, "Now that
other oil companies have shown a serious and growing interest in
the deeper zones around us and have invested tens of millions of
dollars so far, we are further convinced of the potential and the
value of our assets.  We are in a very enviable position with the
largest acreage and functioning infrastructure in the bay.  All of
these efforts support our plans for our up-listing to the NASDAQ."

                         About Duma Energy

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

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

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


EGL MIDCO: Moody's Rates Proposed Sr. Unsecured Notes 'Caa2'
------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to EGL Midco,
Inc's (a holding company of Epicor Software Corporation) proposed
senior unsecured notes. Moody's also affirmed all ratings of
Epicor Software Corporation, including the Corporate Family Rating
("CFR") of B3. The proposed holding company notes will be used to
finance a distribution to the owners. The ratings outlook remains
stable.

Ratings Rationale

The B3 corporate family rating reflects the very high leverage
levels as a result of the proposed notes and aggressive financial
policies of the private equity owners. Though leverage increases
as a result of the transaction, the B3 rating anticipated such a
transaction after earlier attempts for a similar transaction in
late 2012. Pro forma for the new notes, leverage at the holding
company will be around 8x.

The high debt levels and aggressive financial policies more than
offset the strong vertical market positions the company and its
predecessors built as well as the diversity in the end markets
served. The strong market positions contribute to relatively
stable maintenance revenue streams, which experienced only minimal
impact during the recent downturn.

While we expect leverage will reduce below 7x over the next year,
a stumble in integration or a slowdown in profit growth because of
weak market conditions could result in leverage levels remaining
above 7x. The ratings could be upgraded if the company is able to
consistently increase EBITDA and reduce debt and leverage is on
track to be sustained below 6.5x. The ratings could face downgrade
if leverage remains above 8x other than temporarily or free cash
flow deteriorates materially.

The company's debt instruments are rated in conjunction with
Moody's Loss Given Default Methodology. The individual debt
instrument ratings reflect their relative position and weighting
in the capital structure.

Assignments:

Issuer: EGL Midco, Inc.

  Senior Unsecured Regular Bond/Debenture, Assigned Caa2, a range
  of LGD6, 91 %

Affirmations and LGD Revisions:

Issuer: Epicor Software Corporation

  Probability of Default Rating, Affirmed B3-PD

  Corporate Family Rating, Affirmed B3

  Senior Secured Bank Credit Facility May 16, 2018, Affirmed Ba3,
  revised to a range of LGD2, 23 % from a range of LGD2, 24 %

  Senior Secured Bank Credit Facility May 16, 2016, Affirmed Ba3,
  revised to a range of LGD2, 23 % from a range of LGD2, 24 %

  Senior Unsecured Regular Bond/Debenture May 1, 2019, Affirmed
  Caa1, revised to a range of LGD4, 69 % from a range of LGD5,
  71%

Outlook, Remains Stable

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

Epicor is a leading provider of enterprise application software
for mid-sized companies. The company was formed through the merger
of Epicor and Activant Solutions in May 2011. The company had
revenues of $909 million for the twelve months ended March 31,
2013.


ELBIT IMAGING: Incurs NIS113.2 Million Net Loss in 1st Quarter
--------------------------------------------------------------
Elbit Imaging Ltd. reported a net loss of NIS113.17 million on
NIS113.59 million of total revenues for the three months ended
March 31, 2013, as compared with a net loss of NIS130.95 million
on NIS120.75 million of total revenues for the same period during
the prior year.

As of March 31, 2013, the Company had NIS6.30 billion in total
assets, NIS5.14 billion in total liabilities and NIS1.15 billion
in shareholders' equity.

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

                        http://is.gd/MpqDVA

                        About Elbit Imaging

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

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.

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

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

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


ELEPHANT TALK: Investor Presentation at Marcum MicroCap Conference
------------------------------------------------------------------
The management of Elephant Talk Communications Corp. held a
presentation at the 2nd Annual Marcum MicroCap Conference in New
York City.  The Company used a slide show presentation to describe
its business.  A copy of the Investor Presentation is available
for free at http://is.gd/4q5f7W

                        About Elephant Talk

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

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

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


ENERGYSOLUTIONS INC: Closes Merger with Energy Capital
------------------------------------------------------
EnergySolutions, Inc., and affiliates of Energy Capital Partners
II, LLC, announced the closing of their merger effective May 24,
2013.

In connection with the closing of the merger, EnergySolutions has
notified the New York Stock Exchange of its intent to withdraw its
common stock from listing on the NYSE.  EnergySolutions has not
arranged for listing or registration on another national
securities exchange or for quotation of its common stock in a
quotation medium.

Energy Capital Partners is a private equity firm with offices in
Short Hills, New Jersey and San Diego, California.  Energy Capital
Partners has over $8 billion of capital commitments under
management and is focused on investing in the power generation,
electric transmission, midstream gas, renewable energy, oil field
services and environmental services sectors of North America's
energy infrastructure.  The fund's management has substantial
experience leading successful energy companies and energy
infrastructure investments.  For more information, visit
www.ecpartners.com.

Employment Agreement with David J. Lockwood

On May 24, 2013, the Company entered into an employment agreement
with David J. Lockwood, which provides that Mr. Lockwood will
continue to serve as the Company's Chief Executive Officer.  The
employment agreement replaces and supersedes all prior agreements
between the Company and Mr. Lockwood related to his employment,
including his offer letter, severance agreement, phantom
performance share unit agreement, and restricted stock agreement,
each entered into in June 2012, and his retention award agreement,
entered into in January 2013.

Under the employment agreement, Mr. Lockwood is entitled to an
annual base salary of $600,000 and to a cash bonus for each fiscal
year, commencing with fiscal year 2014, with a target amount equal
to 100 percent of his annual base salary.  In connection with the
closing of the Merger to settle existing obligations owed to Mr.
Lockwood and in connection with the execution of the employment
agreement, Mr. Lockwood received a cash payment equal to
$16,819,184.  Subject to certain vesting conditions and Mr.
Lockwood's compliance with certain noncompetition and
nonsolicitation covenants, upon his termination of employment, Mr.
Lockwood will be entitled to receive a cash payment equal to the
amount that results in Mr. Lockwood receiving $3,169,343, after
payment of income taxes on that payment.

Stock Option Plan of Rockwell

On May 22, 2013, the board of directors and stockholders of Parent
approved the Stock Option Plan of Rockwell Holdco, Inc., pursuant
to which stock options may be granted to the employees,
consultants, non-employee directors of Parent or its subsidiaries.
Under the Plan, 36,087 shares of Parent common stock have been
reserved for issuance under the Plan.  Any option granted under
the Plan will be subject to terms and conditions contained in a
written stock option agreement, and any shares of Parent common
stock received upon exercise of an option under the Plan will be
subject to Parent's Stockholders Agreement.  Prior to an initial
public offering, the board of directors of Parent will administer
the Plan and may amend, suspend or terminate the Plan at any time
or from time to time, subject in certain cases to stockholder
approval.

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

                        http://is.gd/0dtznd

                       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.


EPICOR SOFTWARE: S&P Revises Outlook to Negative & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Dublin, Calif.-based Epicor Software Corp. to negative from
stable.  At the same time, S&P affirmed all ratings on the company
and its debt issues, including the 'B' corporate credit rating.

S&P assigned its 'CCC+' issue-level rating and '6' recovery rating
to the $350 million holding company (holdco) senior PIK toggle
notes due 2018 issued by the parent company of Epicor Software
Corp., Eagle Midco Inc.  Epicor will use the proceeds for a
distribution to the sponsor.  The '6' recovery rating indicates
that lenders can expect a negligible (0% to 10%) recovery of
principal in the event of a payment default.

"The outlook revision is based on the company's higher leverage
following its dividend distribution to its sponsor," said Standard
& Poor's credit analyst David Tsui.

The rating on Epicor reflects Standard & Poor's view of the
company's highly recurring revenue base from its ERP software
maintenance and services, and consistently positive free operating
cash flow (FOCF) generation.  S&P views the company's business
risk profile as "weak," primarily characterized by its competition
with much larger and more diversified software firms, such as SAP,
Oracle, and Microsoft.  S&P views the company's financial risk
profile as "highly leveraged".  The company has an aggressive
financial policy as demonstrated by its high leverage level of
about 7.2x, pro forma for the holdco senior PIK toggle notes
issuance, up from about 6x on March 31, 2013.

The outlook is negative, reflecting the company's higher leverage
as a result of its dividend distribution to its sponsor.  S&P
could lower the rating if revenue declines or profitability
deteriorates because of intense competition or if the company
loses its leadership position in the midmarket ERP market,
resulting in leverage sustained above the mid-7x level.

S&P could revise the outlook to stable if the company continues to
generate high recurring revenue and consistent positive FOCF,
enabling the company to achieve and sustain leverage below 7x
within a year.


EVEN ST. PRODUCTIONS: Case Summary & Unsecured Creditors
--------------------------------------------------------
Debtor: Even St. Productions Ltd.
          fka Stone Fire Productions, Ltd.
        7095 Hollywood Boulevard, #810
        Los Angeles, CA 90028-0000

Bankruptcy Case No.: 13-24363

Chapter 11 Petition Date: May 31, 2013

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

Judge: Julia W. Brand

Debtors' Counsel: Krikor J. Meshefejian
                  LEVENE NEALE BENDER RANKIN & BRILL, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: kjm@lnbrb.com

                         - and ?

                  David L. Neale, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: dln@lnbrb.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Majoken, Inc.                           13-24389
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Gerald Goldstein, president.

A. A copy of Even St. Productions' list of its 11 unsecured
creditors filed with the petition is available for free at
http://bankrupt.com/misc/cacb13-24363.pdf

B. A copy of Majoken's list of its five unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb13-24389.pdf


FIRST DATA: Issues $750MM of Senior Subordinated Notes Due 2021
---------------------------------------------------------------
First Data Corporation, on May 30, 2013 issued $750 million
aggregate principal amount of 11.75 percent Senior Subordinated
Notes due 2021, which mature on Aug. 15, 2021, pursuant to an
indenture, dated as of May 30, 2013, among the Company, the
guarantors party thereto and Wells Fargo Bank, National
Association, as trustee.

Interest on the Notes will be payable in cash on February 15 and
August 15 of each year, commencing on Feb. 15, 2014.  Interest on
the Notes will accrue from May 30, 2013.

The net proceeds of the issuance of the Notes were used to (1)
repurchase $230 million of the Company's $2,500 million aggregate
principal amount of 11.25 percent Senior Subordinated Notes due
2016 in a privately negotiated transaction with an existing holder
of the 2016 Notes and (2) pay related fees and expenses.  The
Company has opted to use the remaining proceeds of the issuance of
the Notes, together with cash on hand, to optionally redeem on
June 14, 2013, $520 million aggregate principal amount of the 2016
Notes, including premiums and accrued and unpaid interest.

On May 30, 2013, the Company, the guarantors of the Notes and the
initial purchasers entered into a registration rights agreement
with respect to the Notes.

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

                        http://is.gd/ZahI4I

                         About First Data

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

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

                           *     *     *

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


FORSYTH CAPITAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Forsyth Capital, LLC
        21751 W. 11 Mile Road, Suite 210
        Southfield, MI 48076

Bankruptcy Case No.: 13-51161

Chapter 11 Petition Date: May 31, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

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

The petition was signed by Marvin Greenes, member.


FREDERICK'S OF HOLLYWOOD: Salus Hiked Credit Facility to $14MM
--------------------------------------------------------------
Frederick's of Hollywood Group Inc. said that Salus Capital
Partners, LLC, the Company's lender, has increased the FILO
Advance credit line portion of the Company's credit facility by $5
million to $14 million.

"By increasing the FILO Advance credit line to $14 million, we
have greater financial flexibility to work with vendors and
invigorate our merchandising strategy, which will play an
important role in stabilizing our business.  We are focused on
reconnecting with our customers by returning to our roots and
expanding our offering of core intimate apparel products in order
to improve sales," stated Thomas Lynch, the Company's chairman and
chief executive officer.  "Salus Capital has been a strong
financial supporter of our business by providing us with a credit
facility to support our turnaround strategy over the past year.
We are excited to receive their continued vote of confidence with
improved terms of our credit facility that provide greater
financial flexibility."

Further details concerning the Company's revolving credit facility
with Salus Capital Partners is available for free at:

                        http://is.gd/3dYNWj

                   About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

The Company incurred a net loss of $6.43 million for the year
ended July 28, 2012, compared with a net loss of $12.05 million
for the year ended July 30, 2011.  The Company's balance sheet at
Jan. 26, 2013, showed $40.27 million in total assets, $55.83
million in total liabilities, and a $15.56 million total
shareholders' deficiency.


FREESEAS INC: Inks Investment Agreement with Dutchess
-----------------------------------------------------
FreeSeas Inc. entered into an Investment Agreement with Dutchess
Opportunity Fund II, LP, a fund managed by Dutchess Capital
Management, II, LLC, pursuant to which, for a 36-month period, the
Company has the right to sell up to 2,304,662 shares of the
Company's common stock, subject to conditions the Company must
satisfy as set forth in the Investment Agreement.  The Company
intends to use the proceeds of the sale of shares pursuant to the
Investment Agreement for general corporate and working capital
purposes.

For each share of common stock purchased under the Investment
Agreement, the Investor will pay 98 percent of the lowest daily
volume weighted average price during the pricing period, which is
the five consecutive trading days commencing on the day the
Company delivers a put notice to the Investor.  Each such put may
be for an amount not to exceed the greater of $500,000 or 200
percent of the average daily trading volume of the Company's
common stock for the three consecutive trading days prior to the
notice date, multiplied by the average of the three daily closing
prices immediately preceding the notice date.  In no event,
however, will the number of shares of common stock issuable to the
Investor pursuant to a put cause the aggregate number of shares of
common stock beneficially owned by the Investor and its affiliates
to exceed 9.99 percent of the outstanding common stock at the
time.

A copy of the Investment Agreement is available at:

                        http://is.gd/9Z397B

                        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.


FRITCH, TX: S&P Cuts Rating on Existing General Obligation to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term rating on Fritch, Texas' existing general obligation to 'D'
from 'BBB-'.  The downgrade is based on the notice of a material
event issued on May 30, 2013, in which the city failed to meet its
debt service requirements due Feb. 15, 2013.  At the same time,
S&P removed its negative outlook on the rating.

A disclosure filing dated May 30, 2013, states that due to
mismanagement of the city's finances by a former city employee,
the city failed to make its Feb. 15, 2013, principal and interest
payment.  S&P understands the city is working to implement
effective internal controls of its finances and arranging to
remedy the delinquent payment for Feb. 15, 2013.


FUEL INVESTMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Fuel Investment & Development II LLC
        16275 Collins Avenue, Apartment 1701
        Sunny Isles Beach, FL 33160

Bankruptcy Case No.: 13-22995

Chapter 11 Petition Date: May 31, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A Mark

Debtor's Counsel: Joel M. Aresty, Esq.
                  JOEL M. ARESTY, P.A.
                  13499 Biscayne Boulevard, #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.com

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

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

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

The petition was signed by Vani Lalwani, managing member of Fuel
Group, LLC.

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Black Diamond Hospitality MK, LLC     13-12876            02/07/13


FULTON MANUFACTURING: Case Summary & Creditors List
---------------------------------------------------
Debtor: Fulton Manufacturing Industries, LLC
        6600 W. Snowville Road
        Brecksville, OH 44141

Bankruptcy Case No.: 13-13959

Chapter 11 Petition Date: May 31, 2013

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Mary Ann Rabin, Esq.
                  RABIN & RABIN CO., LPA
                  55 Public Square, Suite 1510
                  Cleveland, OH 44113
                  Tel: (216) 771-8084
                  Fax: (216) 771-4615
                  E-mail: mrabin@rabinandrabin.com

Scheduled Assets: $172,470

Scheduled Liabilities: $1,640,919

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ohnb13-13959.pdf

The petition was signed by John G. Medas, president.


GLOBAL CASINOS: Incurs $215K Net Loss in March 31 Quarter
---------------------------------------------------------
Global Casinos, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $215,391 on $1.2 million of net revenues
for the three months ended March 31, 2013, compared with a net
loss of $212,563 on $1.3 million of net revenues for the three
months ended March 31, 2012.

The Company reported a net loss of $595,919 on $3.7 million of net
revenues for the nine months ended March 31, 2013, compared with a
net loss of $739,265 on $3.8 million of net revenues for the nine
months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $3.5 million
in total assets, $2.3 million in total liabilities, and
stockholders' equity of $1.2 million.

According to the regulatory filing, the Company has suffered
significant losses primarily attributable to the Doc Holliday
Casino operations since its purchase in 2008, and has working
capital and shareholders' deficits at March 31, 2013, that raise
substantial doubt about its ability to continue as a going
concern.

A copy of the Form 10-Q is available at http://is.gd/uDUyf3

Boulder, Colo.-based Global Casinos, Inc., operates in the
domestic gaming industry.  As of March 31, 2013, the Company's
operating subsidiaries were Casinos USA, Inc., which owns and
operates the Bull Durham Saloon and Casino, located in the limited
stakes gaming district of Black Hawk, Colorado, and Doc Holliday
Casino II, LLC, which operates the Doc Holliday Casino, located in
the limited stakes gaming district of Central City, Colorado.


HGIM CORP: Moody's Gives 'B1' CFR & Rates Term Loan 'B1'
--------------------------------------------------------
Moody's Investors Service assigned a first time corporate family
rating (CFR) of B1 to HGIM Corp (Harvey), and a B1 rating to the
company's proposed credit facility consisting of $250 million
revolver and $750 million Term Loan B. Proceeds from the financing
transaction will be used to refinance $534 million of existing
debt, acquire nine offshore supply vessels (OSV) and fast service
vessels from Gulf Offshore Logistics, LLC (GOL) for $189 million,
adjust for acquisition related excess working capital, and pay
related fees and expenses. Harvey expects to acquire two
additional OSVs from GOL at a later date for a total acquisition
consideration of $268 million. The assigned first-time ratings are
subject to Moody's review of final terms and conditions of the
transaction which is expected to close by mid-June 2013. The
rating outlook is stable.

Assignments:

Issuer: HGIM Corp.

Corporate Family Rating, Assigned B1

Probability of Default Rating, Assigned B2-PD

$250 million revolver due 2018, Assigned B1, LGD3, 34%

$750 million term loan B due 2020, Assigned B1, LGD3, 34%

Outlook, Stable

Ratings Rationale

The B1 CFR reflects Harvey's modest size (with expected 2013
revenues of $280 million pro forma for acquisition); primary
geographic concentration in Gulf of Mexico (GOM); relatively short
track record as a company with sizeable assets and fleet size;
customer concentration with top three customers accounting for
over 60% of total revenues; exposure to crude oil and natural gas
price cycles which drive the levels of offshore exploration and
production (E&P) activity; and low likelihood of debt reduction
over the next 12-18 months given the expectation of increased
capex from new vessel builds.

At the same time, the B1 CFR also recognizes Harvey's significant
position as a provider of Jones Act OSV and ocean towing vessel
(OTV) services in the GOM where activity is expected to remain
robust at least through 2015; existing long-term charters for most
of its fleet; high quality fleet of vessels with average OSV fleet
age of four years; good EBITDA margins; and deepwater focus.
Currently strong industry fundamentals in its primary geographic
market are likely to keep demand high for Harvey's OSV services,
and potentially allow for some margin expansion through day-rate
increases as the contracts on vessels acquired from GOL are
negotiated.

Harvey's revolver and term loan B are rated B1 (LGD3, 34%). The
credit facilities benefit from a first lien on substantially all
of the company's assets and comprise the vast majority of the debt
in the company's capital structure, and are thus rated in line
with the company's CFR. A higher than normal family recovery rate
has been utilized to recognize the all first lien bank debt
capital structure of the company and good collateral coverage.

Pro forma for these financing and acquisition transactions, Harvey
is expected to have a adequate liquidity profile with a modest
cash balance and $250 million revolver availability at the close
of the financing transaction. Moody's expects the company to
utilize at least half of its revolver over the nest 12-18 months
to fund its newbuild program. Financial covenants under the credit
facility are expected to be total leverage ratio of no greater
than 5.75x through June 2015 with future step downs, and fixed
charge coverage and asset coverage ratios of at least 1.10x and
1.15x, respectively. We expect Harvey to remain in compliance with
the covenants at least through 2014. There are no debt maturities
until June 2018 when the revolver matures. Since the almost all of
the current and future fleet of vessels is expected to be pledged
as collateral for the secured credit facility, Harvey would have
limited alternative venues for asset sales as sources of backup
liquidity, if needed. Also given the required funding of the
newbuild program, Harvey will have little room to do any
significant acquisitions under the existing credit facility.

Harvey's stable outlook reflects Moody's expectation that the
company will maintain its EBITDA margins and good safety record,
positive fundamentals in the GOM E&P activity will allow for
absorption of additional servicing capacity expected to come
online due to significant new vessel build programs undertaken by
Harvey's competitors; and that the management will successfully
handle any operational complexities arising from the material
increase in its fleet size.

At this time, an upgrade is unlikely mainly because of the
company's limited scale and revenue concentration. However, an
increase in geographic diversification and asset base, a larger
worldwide market share, and Debt/EBITDA sustained below 3.5x could
result in an upgrade. On the other hand, further increase in
leverage, caused by either a severe market contraction or heavily
debt funded growth in the fleet, with Debt/EBITDA sustained over
5x beyond 2013 could result in a downgrade.

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

HGIM Corp. provides vessel services to support offshore
exploration and production efforts predominantly in the Gulf of
Mexico. With the acquisition of nine vessels from Gulf Offshore
Logistics, LLC, the company would have a fleet of 35 vessels (27
OSVs and 8 OTVs).


HOT TOPIC: Moody's Assigns CFR & Sr. Secured Notes Rating at 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2-PD Probability of Default Rating to Hot Topic Inc. In
addition, Moody's assigned a B2(LGD 4, 53%) rating to the
company's proposed $350 million senior secured notes. Moody's also
assigned a Speculative Grade Liquidity rating of SGL-2. The rating
outlook is stable. The ratings assigned are subject to receipt and
review of final documentation.

Proceeds from the transaction will be used to partially finance
the leveraged buy-out of the company for approximately $595
million by Sycamore Partners. The remaining portion will be funded
with an equity contribution of $250 million by Sycamore Partners
as well as cash on the company's balance sheet.

New ratings assigned to Hot Topic Inc

-- Corporate Family Rating at B2

-- Probability of Default Rating at B2- PD

-- $350 million senior secured notes due 2021 at B2 (LGD 4, 53%)

-- Speculative Grade Liquidity Rating ("SGL") of SGL-2

RATINGS RATIONALE

The B2 Corporate Family Rating assigned to Hot Topic considers its
high pro-forma leverage with Moody's adjusted debt/EBITDA in the
low six times range. It is Moody's expectation that with the
elimination of public company costs and modest earnings expansion
at the Hot Topic segment the company should be able to reduce
leverage below six times over the next twelve months. While the
Hot Topic brand focuses on a narrow segment of the specialty
retail industry, with its focus on pop-influenced products, we
believe the merchandising initiatives established by its new CEO
will enable the company to sustain recent improvements in
operating margins. The Torrid concept, which generates around 25%
of the company's revenues, appears to have growth opportunities,
however, over the next couple years we expect the Hot Topic brand
will continue to account for the significant majority of sales and
earnings.

The B2 rating assigned to the senior secured notes reflects the
second lien on the company's accounts receivable and inventory
(the company's $75 million asset based revolver will have a first
lien over these assets) and its first lien on substantially all
other assets of the company.

Moody's assigned a Speculative Grade liquidity rating of SGL-2 to
Hot Topic, indicating good liquidity. Moody's expects Hot Topic to
generate breakeven to slightly positive free cash flow while
investing substantially all of its cash flow from operations into
new store growth, particularly within the Torrid concept. The
company will have access to a $75 Million ABL Revolver and we do
not expect the company to be significantly reliant on it over the
next 12-18 months. The company will not be subject to any
financial maintenance covenants in its debt arrangements, other
than a springing fixed charge covenant in its ABL which we do not
expect to be tested.

The stable outlook incorporates Moody's opinion that the company
will be able to sustain recent improvements in sales and margins
at its Hot Topic segment. We expect cash flow generated by the
company will be used to continue to invest in store expansion at
Torrid.

Ratings could be upgraded if Hot Topic demonstrates the ability
and willingness to achieve and sustain debt/EBITDA of 5.0 times or
lower, and EBITA/interest expense above 1.75 times while
maintaining margins within its Hot Topic segment and demonstrating
good returns on its investment in the expansion of the store base
at Torrid.

Ratings could be downgraded if the recent positive trends at Hot
Topic are reversed or if the expansion of the Torrid franchise
experiences meaningful execution issues. Quantitatively, ratings
could be downgraded if the debt/EBITDA is sustained above 6 times,
EBITA/interest sustained below 1.25 times and/or liquidity were to
materially erode for any reason.

Hot Topic Inc, headquartered in the City of Industry CA, is a
specialty retailer primarily operating under two brands: Hot Topic
and Torrid. Hot Topic is a mall-based retailer of music/pop-
culture-influenced and licensed apparel and accessories and
targets an 18 to 24 year-old customer. Torrid is a specialty
retailer of apparel, intimates and accessories targeting 18 to 30
year old plus-size women. Revenue as of February 2, 2013 is $742
Million and the company operates 618 Hot Topic and 190 Torrid
Stores. Following the proposed LBO, the Company will be owned by
Sycamore Partners.

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


ICTS INTERNATIONAL: Amends Form 20-F for 2012
---------------------------------------------
ICTS International, N.V., has filed an amendment to its annual
report on Form 20-F for the fiscal year ended Dec. 31, 2012, which
was originally filed with the Securities and Exchange Commission
on May 13, 2013, for the sole purpose of furnishing the
Interactive Data File as Exhibit 101.  No other changes have been
made to the Annual Report.  A copy of the amended Form 20-F is
available for free at http://is.gd/Ww3IkA

                      About ICTS International

ICTS International N.V. is a public limited liability company
organized under the laws of The Netherlands in 1992.

ICTS specializes in the provision of aviation security and other
aviation services.  Following the taking of its aviation security
business in the United States by the TSA in 2002, ICTS, through
its subsidiary Huntleigh U.S.A. Corporation, engages primarily in
non-security related activities in the USA.

ICTS, through I-SEC International Security B.V., supplies aviation
security services at airports in Europe and the Far East.

In addition, I-SEC Technologies B.V. including its subsidiaries
develops technological systems and solutions for aviation and non?
aviation security.

ICTS International incurred a net loss of US$9.01 million in 2012,
a net loss of US$2.14 million in 2011 and a net loss of US$8.12
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$22.55 million in total assets, US$59.24 million in total
liabilities and a US$36.68 million total shareholders' deficit.

Mayer Hoffman McCann CPAs, 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 a history of recurring losses from continuing
operations, negative cash flows from operations, working capital
deficit, and is in default on its line of credit arrangement in
the United States as a result of the violation of certain
financial and non-financial covenants.  Collectively, these
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


IGPS COMPANY: Files Bankruptcy Petition to Facilitate Sale
----------------------------------------------------------
iGPS Company LLC on June 4 disclosed that it has reached an
agreement for the sale of substantially all of its assets to iGPS
Logistics LLC, a joint venture formed by Balmoral Funds, One
Equity Partners, certain of their affiliates, and Jeff and Robert
Liebesman.

To facilitate the sale, iGPS has filed a voluntary petition with
the U.S. Bankruptcy Court for the District of Delaware for
approval pursuant to Section 363 of the U.S. Bankruptcy Code.  The
sale is subject to higher and better bids and Court approval.
Crystal Financial LLC has provided a Debtor-in-Possession facility
to support the company through the sale process and intends to
facilitate the emergence with exit financing.

iGPS will continue operating its business without interruption
during the sale period, and its focus on high level of customer
care will not be affected.  The company, which is now stronger and
better capitalized, will continue to honor and service its
existing clients and new client programs and is committed to
building a high-quality, sustainable pallet rental pool to service
its future needs.  iGPS Logistics and its principals have
relationships and resources to expand iGPS' product offering and
customer base to service its customers' growing needs for
returnable packaging products.

Dick DiStasio, CEO of iGPS, stated, "After careful analysis, we
determined that this sale of the company to iGPS Logistics is the
most advantageous option for iGPS' customers, employees, suppliers
and other stakeholders.  We are very excited that iGPS Logistics
has made such a significant financial commitment, and has coupled
a strong ownership group and management team with a proven depth
of strategic and operational experience in the global returnable
packaging and pallet pooling business.  We are excited to take
iGPS into the next chapter of its story.  With iGPS Logistics'
financial backing and operational expertise, we look forward to
continuing to provide a high-level of service to our customers."

                           About iGPS

iGPS Company LLC -- http://www.igps.net-- is the operator and
owner of the largest global pallet rental pool of lightweight,
100% recyclable plastic platforms with embedded RFID tags.


INTERFAITH MEDICAL: Court Approves KERP for Employees
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
approved Interfaith Medical Center, Inc.'s key employee retention
plan for 12 key employees.

Under the KERP, each key employee would receive a payment equal to
no more than approximately two months of that employee's annual
compensation, payable upon the earlier of: (a) the effective date
of a chapter 11 plan for the Debtor; or (b) the date of such
key employee's termination without cause.  The Debtor anticipates
that the total cost of the retention payments to the key employees
under the KERP would approximate $300,000, if fully earned.

                 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.


J.C. HOUSHOLDER: Case Summary & 5 Unsecured Creditors
-----------------------------------------------------
Debtor: J.C. Housholder Land Trust #1
        8430 Boxwood Drive
        Tampa, FL 33615

Bankruptcy Case No.: 13-07271

Chapter 11 Petition Date: May 31, 2013

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

Debtor's Counsel: Adam L. Alpert, Esq.
                  BUSH ROSS, P.A.
                  P.O. Box 3913
                  Tampa, FL 33601-3913
                  Tel: (813) 224-9255
                  Fax: (813) 223-9620
                  E-mail: aalpert@bushross.com

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

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

A copy of the Company's list of its five unsecured creditors is
available for free at http://bankrupt.com/misc/flmb13-07271.pdf

The petition was signed by Jeffrey J. Housholder, trustee.


JACK COOPER: Moody's Rates $225MM Sr. Notes B2 & Assigns B2 CFR
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Jack Cooper
Holdings Corp.'s ("JCH") proposed $225 million senior secured
notes due 2020. Proceeds from this notes offering will be used to
refinance existing debt and to repay substantially all outstanding
preferred equity at JCH. At the same time, Moody's has assigned a
first time Corporate Family Rating (CFR) of B2 to JCH and a
Probability of Default Rating (PDR) of B2-PD. The ratings outlook
is stable.

Ratings Rationale

The B2 CFR reflects the high leverage and modest interest coverage
that ensues from its debt structure on close of the proposed
refinancing transactions. The rating also takes into account the
limited size and scope of JCH's operations. JCH's revenue base is
heavily concentrated not only in a narrow freight segment (new
vehicle deliveries), but also in one customer in particular:
General Motors provides almost one-half of the company's current
revenues. Moody's believes that such reliance on automobile OEM's
build and delivery rates will leave the company exposed to the
cyclicality of the North American automobile industry for some
time. Also, Moody's notes the risks associated with the company's
growth plans, which have recently involved a series of
acquisitions.

The ratings also consider progress that the company has made to
improve both its yield and cost structure, which has gained
traction in 2013 and supports our expectations for higher
operating margins in the near term. Also, Moody's recognizes the
strong and defendable market position that JCH enjoys in the niche
automobile and light truck hauling segment of the trucking sector,
supported by expectations for stable growth in new vehicle
production and deliveries in North America over the near term.

On close of the planned refinancing transaction, JCH will carry
over $500 million of total debt (including Moody's standard
adjustments, primarily for multiemployer pension plans), which is
approximately the same as the company's current pro forma annual
revenue. Moody's expects pro forma 2013 metrics at the following
levels: Debt to EBITDA at approximately 6.5 times; EBIT to
Interest of approximately 1.5 times; and Funds from Operations to
Debt of less than 5%. These metrics are somewhat weak for the B2
rating. However, Moody's notes that a total debt considered in
these ratios are heavily impacted by our standard adjustment for
the company's multiemployer pension plan ('MEPP') obligation. This
adjustment represents more than one half of total adjusted debt,
resulting in these high leverage ratios. Total funded debt, which
is expected to be approximately $270 million on close (including
approximately $30 million of ABL drawings), is relatively modest
(approximately 50% of revenue).

The $225 million senior secured notes are rated B2, which is the
same as the CFR, as these notes comprise a substantial amount of
the company's liabilities considered under Moody's Loss Given
Default ('LGD') methodology. Both the $75 million secured ABL
facility (not rated by Moody's) and the senior notes are secured
by essentially all of the company's assets. However, the ABL
facility has a first lien claim on key tangible assets of the
company. As a result, Moody's has ranked the ABL facility senior
to the new notes in applying the LGD methodology, which restricts
upward notching on the senior notes.

Moody's believes that JCH will maintain an adequate liquidity
position in the near term, characterized by a moderate generation
of funds from operations and ample availability under its proposed
ABL revolving credit facility. Notably, the company will face
increasing working capital needs over the next several quarters,
owing primarily to changes in payment terms with General Motors,
increasing accounts receivables over this period. This will result
in negative free cash flow over this period. With negligible
levels of cash on hand (less than $1 million of cash is expected
on close of the refinancing transactions), the company plans to
fund the free cash flow shortfalls over this period through use of
its proposed $75 million credit facility, whose drawings are
anticipated to be as high as approximately $50 million in the
third quarter of 2013. Due to market seasonality, the fourth
calendar quarter of each year tends to be highly cash generative,
supporting expectations for seasonal changes in ABL borrowings in
2013 and subsequent years. We expect the company to be compliant
with financial covenants prescribed under the revolving credit
facility over the near term.

The stable ratings outlook reflects expectations that JCH will be
able to sustain margins as it executes its yield and efficiency
initiatives, while generating adequate level of funds from
operations to limit the amount of additional short term debt
required to cover working capital requirements over the near term.
This should allow the company to sustain credit metrics at current
pro forma levels over the near term, and to cover its planned
investment program over this period.

Ratings or their outlook could be adjusted downward if revenue
levels decline materially due to weakness in any of its business
units, or if the company were to face difficulty in implementing
its growth strategy, reducing margins and operating cash flow.
Lower ratings could also result if the company were to increase
its pace of debt-financed acquisitions, or implement more
aggressive shareholder return policies, such as a debt-funded
distribution initiative. Rating pressure could also occur with
metrics of the following levels: operating margins remaining below
10%; Debt to EBITDA above 7.0 times; EBIT to Interest of less than
1.2 times; or Funds from Operations to Debt of less than 5%.

Upward rating consideration could be warranted if the company
demonstrates steady revenue growth at improving operating margins.
The company would also need to demonstrate smooth integration of
acquired companies, while expanding its operating scope to
diversify its revenue base, without a material increase in debt.
In particular, sustained Debt to EBITDA of less than 5.5 times,
EBIT to Interest above 2.0 times, and a sustained track record of
positive free cash flow generation while maintaining robust cash
reserves could warrant a ratings upgrade.

Assignments:

Issuer: Jack Cooper Holdings Corp.

  Probability of Default Rating, Assigned B2-PD

  Corporate Family Rating, Assigned B2

  Senior Secured Regular Bond/Debenture, Assigned B2 (LGD4, 57%)

The principal methodology used in this rating was Global Surface
Transportation and Logistics Companies published in April 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Jack Cooper Holdings Corp., headquartered in Kansas City, MO, is a
trucking based car-hauler in the US and Canada specializing in the
transportation of new automobiles and light trucks.


JEFFERSON COUNTY: Leaders to Discuss Sewer Debt Deal
----------------------------------------------------
Katy Stech writing for Daily Bankruptcy Review reports that
elected leaders of Jefferson County, Ala., are scheduled to meet
behind closed doors Tuesday to discuss a deal to slash some of the
struggling county's $3.1 billion in sewer debt -- a deal that
would pave the way for the county to emerge from the largest-ever
municipal bankruptcy case.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley ArantBoult Cummings LLP and Klee, Tuchin, Bogdanoff&
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


K-V PHARMACEUTICAL: Noteholders Object to Stock Purchase Agreement
------------------------------------------------------------------
BankruptcyData reported that K-V Pharmaceutical's ad hoc group of
senior noteholders filed with the U.S. Bankruptcy Court an
objection to the Debtor's motion to enter into a stock purchase
and backstop agreement and certain exit financing commitment
documents.

The senior noteholders state, "the Silver Point Plan would
indisputably provide more value for every major class of the
Debtors' creditors, for the Debtors themselves, and would have
more certainty of execution."  The objection continues, "The
Convert Plan is not confirmable for numerous reasons, including
that it: (1) satisfies neither the absolute priority rule imposed
by section 1129(b) of the Bankruptcy Code nor section 510(a) of
the Bankruptcy Code; (2) illegally purports to release the Senior
Noteholders' contractual claims to turnover from the Convertible
Noteholders; and (3) provides different treatment between members
of the class of Convertible Noteholders."

The ad hoc senior noteholders' also filed an objection to the
Debtors' motion for replacement post-petition financing and
related relief. The noteholders assert, "But there is no reason
for the Debtors to enter into the proposed refinancing. It does
not provide any additional liquidity to the Debtors or provide any
better terms than the existing DIP Facility. The proposed
refinancing is also not necessary for the Debtors successfully to
exit chapter 11. The Debtors have nothing to gain by refinancing
the existing DIP Facility. Additionally, the proposed refinancing
has significant other problems. Most importantly, the proposed
order fails to adequately protect the Senior Noteholders'
interests in their collateral by simultaneously providing the
proposed refinancing lenders with control over the Senior
Noteholders' collateral (even though the proposed refinancing
purports not to prime the Senior Noteholders' liens) and eroding
the adequate protection of the Senior Noteholders' interests
previously granted by this Court."

Finally, the ad hoc group of senior noteholders also objected to
the Debtors' motion for an exclusivity extension. The noteholders
assert, "The Debtors have demonstrated that they are unable or
unwilling to conduct a process by which they can maximize the
value of the assets and recoveries to creditors. An extension of
the Exclusive Periods would only serve to continue the unfairness
fostered by the Debtors in contravention of their fiduciary
duties, and would entrench all creditors of the Debtors' to an
inferior and improperly chosen plan. This situation does not
warrant an extension of the Debtors' Exclusive Periods. Instead,
the Court should not extend the Exclusive Periods and allow the
Debtors creditors to choose between the plan recently proposed to
the Debtors by Silver Point and the Convert Plan."

                     About K-V Pharmaceutical

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

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

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

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

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


KIDSPEACE CORP: Final DIP Hearing on June 14
--------------------------------------------
Judge Richard E. Fehling will convene a hearing on June 14, 2013,
at 11:00 a.m. to consider final approval of KidsPeace Corp.'s
request to obtain debtor-in-possession financing of up to $15
million from Healthcare Finance Group, LLC, and a related entity.

The judge's May 23 interim DIP order set a June 10 deadline for
objections to the DIP financing.

The DIP lenders have agreed to provide (a) revolving loans in
amounts not to exceed the maximum outstanding principal amount at
any one time of (i) following entry of the interim order, $8
million, and (ii) upon entry of the final order, $13 million, (b)
multiple draw term loans in an amount not to exceed the principal
amount outstanding at any time following entry of the final order
of $5 million.  In no event will the total principal amount of the
DIP facility exceed $15 million.

The DIP lenders have conditioned that all loans and advances grant
them (a) a superpriority administrative expense claim, and (b)
liens on and security interests in the Debtors' assets subject
only to the carve-out of $1.275 million for professional fees.
HFG will be granted liens that have priority over existing
pre-petition liens on the Debtors' receivables.

The DIP financing will mature 12 months after the Petition Date
plus two 3-month extensions subject to certain conditions.
Interest will be U.S. dollars three month LIBOR plus 5.25% with a
LIBOR floor of 2%.

Proceeds from the DIP financing will be used: (i) immediately to
repay in full the $4 million in outstanding obligations under the
pre-petition revolving credit facility with Gemino Healthcare
Finance, LLC, (ii) to fund operating expenses and other payments,
and (iii) to fund the carveout.

The DIP Lenders will convert the DIP Facility to an exit financing
facility upon the Debtors' emergence from bankruptcy

                       Gemino's Objections

Gemino says it understands and supports the efforts of the Debtors
to pay Gemino in full and obtain a release of the liens and
security interests of Gemino in the personal property of the
Debtors.

However, Gemino needs assurance that it will be able to keep the
payments it has received from the Debtors (i.e., final allowance
of its claims with no disgorgement) and that it will not be forced
to incur foreseeable expenses in the future for which the Debtors
have agreed to indemnify it (i.e., secured obligations will not
arise in the future).  In the proposed orders, the Debtors provide
that Gemino will be deemed to have been paid in full and will
release all of its claims and liens, but that the Debtors are not
providing any corresponding release of Gemino and reserve the
right to investigate and challenge the liens and claims of Gemino.

                      Other First Day Motions

Aside from the entry of the interim DIP order, the Debtors on
May 23 won interim approval of other first day motions.

The Debtors said that gaining and maintaining the support of the
Debtors' employees, customers, vendors, and other key
constituencies, as well as maintaining the day-to-day operations
of the Debtors' business with minimal disruption, will be critical
to the Debtors' reorganization.

The Debtors won approval to, among other things, pay prepetition
wages and benefits owed to 1,951 employees, honor certain
prepetition claims for foster care stipends, and implement
procedures to grant utilities with adequate assurance of payment.

The Debtors also sought and obtained extension until 45 days from
the Petition Date of the deadline to file their schedules of
assets and liabilities and statement of financial affairs.

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with 8 affiliates,
tapped Norris McLaughlin & Marcus, P.A. as counsel; EisnerAmper
LLP as financial advisor, and Rust Omni as claims and notice
agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation  in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

Since March of 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by:

         PARKER, HUDSON, RAINER & DOBBS LLP
         James S. Rankin, Jr., Esq.
         1500 Marquis Two Tower
         285 Peachtree Center Avenue NE
         Atlanta, GA 30303
         Phone: (404) 420-5560
         E-mail: jrankin@phrd.com

                - and -

         WEIR & PARTNERS LLP
         Walter Weir, Jr., Esq.
         Fifth Floor, The Widener Building
         One South Penn Square
         Philadelphia, PA 19107-3519
         Phone: (215) 241-7721
         E-mail: wweir@weirpartners.com


KIDSPEACE CORP: Proposes to Hire Counsel, Advisors & Claims Agent
-----------------------------------------------------------------
KidsPeace Corp. and its debtor-affiliates seek approval from the
Bankruptcy Court to employ Norris McLaughlin & Marcus, P.A. as
counsel; EisnerAmper LLP as financial advisor; and Rust Omni as
claims and notice agent.

                        Norris McLaughlin

The Debtors seek to tap NMM as their counsel because of the firm's
experience and knowledge in the field of debtors' and creditors'
rights and business reorganizations.  The attorneys presently
designated to represent the Debtors and their current standard
hourly rates are:

    Name                  Title       Hourly Rate
    ----                  -----       -----------
Morris S. Bauer          Partner         $495
Larry K. Lesnik          Partner         $485
Charles A. Bruder        Partner         $200
Joseph A. Zapata         Associate       $360
Rebecca Price            Associate       $185

Other personnel who will be involved in the case will charge at
these rates: $250 to $590 per hour for partners, $150 to $380 for
associates, and $50 to $175 for paraprofessionals.

Prepetition, NMM was retained by the Debtors in connection with
general corporate matters, labor issues, pension issues,
counseling a prepetition out of court restructuring and the
preparation and filing of the Chapter 11 cases.  In the one year
period before the bankruptcy filing of the Debtors, NMM received
advance payments of $361,000.

                          EisnerAmper

Eisner will provide financial professional services to assist the
Debtors with their duties and to handle the many issues that may
arise in the context of the Chapter 11 cases.  Eisner intends to
seek compensation pursuant to this schedule of its standard hourly
rates:

    Name                  Title       Hourly Rate
    ----                  -----       -----------
Allen Wilen              Partner         $510
Thomas Buck              Director        $465

Eisner was retained by the Debtors in connection with the
prepetition restructuring efforts, including negotiations with the
bond trustee.  It received $379,000 over the past year.

The firm can be reached at:

         EisnerAmper LLP
         750 Third Avenue
         New York, NY 10017
         Phone: (347) 735-4612

                           Rust Omni

Rust Omni will provide certain noticing, claims processing and
balloting administration services to the Debtors.  Rust Homni will
charge the Debtors at these hourly rates for standard and custom
services:

   Position                                   Rate/Cost
   --------                                ---------------
Clerical Support                           $22.50 to $40.50
Project Specialists                        $51.75 to $67.50
Project Supervisors                        $67.50 to $85.50
Consultants                                $85.50 to $112.50
Technology/Programming                     $90.00 to $141.75
Senior Consultants                        $126.00 to $157.50

For its noticing services, Rust Omni will charge $50 per 1,000
e-mails, and $0.10 per page for facsimile noticing.  For inputting
of proofs of claim, the firm will charge at its hourly rates.  For
work at the informational web site -- http://www.omnimgt.com/--
Rust Omni will charge $67.50 per hour for data entry and
information updates and $90 to $141.50 per hour for programming
and customization.

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with 8 affiliates,
tapped Norris McLaughlin & Marcus, P.A. as counsel; EisnerAmper
LLP as financial advisor, and Rust Omni as claims and notice
agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation  in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

Since March of 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.


KIT DIGITAL: Five Stockholders Named to Equity Panel
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Kit Digital Inc., whose disclosure materials are up
for approval next week, now has two official committees.  The U.S.
Trustee in New York appointed an official committee to represent
stockholders.  There already was an official committee of
unsecured creditors.

According to the report, shareholders named to the committee on
May 31 include Mohawk Capital LLC, Hudson Bay Master Fund Ltd. and
Softbank Capital Technology Fund III LP.  Before the bankruptcy
court approved $3 million in financing by one of the buyers under
the company's proposed plan, shareholders said made a financing
proposal.  The ad hoc shareholder group said they had an
alternative plan giving a higher recovery on existing equity
without requiring stockholders to make a new investment.

The report notes that there will be June 10 hearing to consider
approval of disclosure materials explaining the latest version of
the company's reorganization plan filed May 8.  Kit wants the
judge to hold a July 25 confirmation hearing for approval of the
plan.

The report notes that the $3 million bankruptcy loan would convert
into the other 10.7 percent of the stock, under the company's
plan.  The insider group is offering existing shareholders 30-day
warrants to purchase stock at the same price as the three buyers.

The report relates that half of proceeds from exercise of warrants
will go to the buyers, with the other half used for working
capital.  Unsecured creditors would be paid in full, without
interest.  Plaintiffs in securities lawsuits would be limited to
recoveries from insurance, if any.

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.

Under the Plan, General Unsecured Claims will be paid in full from
available cash.


LANDSLIDE HOLDINGS: Moody's Assigns Proposed Secured Debt 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Landslide
Holdings, Inc.'s proposed senior secured facilities and affirmed
the parent company, LANDesk Group Inc.'s B2 corporate family
rating and B3-PD probability of default rating. The new debt will
refinance existing debt and finance a distribution to
shareholders. The ratings outlook is stable.

The new debt increases pro forma leverage to above 5x but is still
within the range of the B2 rating category for a software company
with LANDesk's profile. Debt financed distributions and
acquisitions were anticipated under the originally assigned B2
rating. Leverage is considered high however given the relatively
small size of the business, pace of recent acquisitions and
evolving nature of the endpoint management industry. The ratings
could face downward pressure if leverage exceeds 5.5x on other
than a temporary basis or if the business deteriorates. Given the
aggressive financial policies of the company and their private
equity owners, an upgrade is unlikely in the near term.

The rating continues to be supported by the company's strong niche
position providing PC and mobile management and end point security
software solutions to enterprises and a relatively high proportion
of recurring revenues.

The ratings were determined in conjunction with Moody's Loss Given
Default Methodology. The B2 senior secured rating reflects its
preponderance of the capital structure.

Assignments:

Issuer: Landslide Holdings, Inc.

  Senior Secured Bank Credit Facilities, Assigned B2 (LGD3, 35%)

Affirmations:

Issuer: LANDesk Group, Inc.

  Probability of Default Rating, Affirmed B3-PD

  Corporate Family Rating, Affirmed B2

Outlook, Remains Stable

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

LANDesk Software, headquartered in South Jordan, UT, is a provider
of IT management tools and end point security solutions.


LANDSLIDE HOLDINGS: S&P Assigns 'B+' Rating to $330MM Sr. Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook to stable from positive and affirmed its 'B' corporate
credit rating on Landslide Holdings Inc., the holding company for
South Jordan, Utah-based LANDesk Software.

At the same time, S&P assigned a 'B+' issue-level rating to the
company's proposed $330 million senior secured term loan due 2020
and $25 million revolving credit facility due 2018.  The '2'
recovery rating indicates S&P's expectation for substantial (70%
to 90%) recovery in the event of payment default.

"The outlook revision reflects our view of a pro forma leverage
increase as a result of the transaction, and our anticipation that
the company's private equity ownership structure is likely to
preclude sustained leverage reduction," said Standard & Poor's
credit analyst Christian Frank.

S&P will withdraw its issue-level and recovery ratings on the
company's previously issued credit facilities following the close
of the transaction.

The ratings reflect S&P's view of LANDesk's "highly leveraged"
financial risk profile, with leverage in the low-5x area pro forma
for the proposed transaction, and its "vulnerable" business risk
profile, marked by its narrow market focus and competitive
operating environment.


LEHMAN BROTHERS: Agrees to Sell More Claims Against Brokerage Unit
------------------------------------------------------------------
Saabira Chaudhuri, writing for Dow Jones Newswires, reported that
Lehman Brothers Holdings Inc. said it has agreed to sell an
additional $1.06 billion of its general unsecured claims against
its brokerage unit Lehman Brothers Inc.

According to the WSJ report, the latest round of claims will be
sold for $474.4 million, representing 45% of their face value, the
same percentage at which the previous round of claims was sold.
The defunct investment bank previously unveiled plans to sell
$4.22 billion in claims for about $1.88 billion.

Earlier this month, Lehman said it had hired Lazard Inc. (LAZ) as
an adviser to explore the monetization of its general unsecured
claims against the brokerage unit, the report related.

The latest agreement is contingent on a February settlement
agreement between Lehman and James W. Giddens, trustee for the
Securities Investor Protection Act liquidation of Lehman Brothers
Inc., being effective, the report further related.

In February, Mr. Giddens provided details of intercompany
settlements with the brokerage's holding company and its U.K. unit
Lehman Brothers International Europe that finally freed up money
to pay back roughly 400 nonretail customers, mostly institutions
and prime brokerage customers of the U.S. brokerage, the report
recalled.  Under that deal, Lehman Brothers' holding company would
cut its customer claim against the brokerage to just $2.3 billion
from $19.9 billion and reduce its general claim to $14 billion
from $22 billion.

                       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.


LEO ACQUISITIONS: Seeks Approval for Management Cease Trade Order
-----------------------------------------------------------------
Leo Acquisitions Corp. on June 3 disclosed that it has made an
application to the Ontario 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 was
unable to file its unaudited interim financial statements,
management discussion and analysis and related Chief Executive
Officer and Chief Financial Officer certificates for its nine-
month period ended March 31, 2013 before the May 31, 2013 filing
deadline.

Through the process of completing the interim financial
statements, the Company's CEO and CFO were unable to complete the
Required Filings within the allotted timeframe, and as such the
Required Filings were not made by the Filing Deadline.

The Company anticipates that it will be in a position to remedy
the default within on or before June 15, 2013, and file the
Required Filings on or before June 15, 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.

The Company continues to pursue the Qualifying Transaction
described in the press release of the Company dated February 8,
2013.

Headquartered in Toronto, Ontario, Leo Acquisitions Corp. is a
capital pool company.  The Company focuses to identify and
evaluate businesses and assets with a view to completing a
qualifying transaction.  The Company focuses on identification and
evaluation of businesses or assets with a view to completing a
qualifying transaction.


LEVEL 3 COMMUNICATIONS: S&P Raises CCR to 'B'; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Broomfield, Colo.-based global telecommunications
provider Level 3 Communications Inc. to 'B' from 'B-'.  The
outlook is stable.  At the same time, S&P raised the issue level
rating on the company's secured debt to 'BB-' from 'B+'.  The
recovery rating remains '1', which reflects S&P's expectation of
very high (90% to 100%) recovery of principal in the event of a
default.  S&P raised the issue-level rating on the unsecured debt
to 'CCC+' from 'CCC'.  The recovery rating remains '6', indicating
expectations for negligible (0% to 10%) recovery.

"The upgrade reflects improved debt leverage, initially from the
acquisition of the lower-leveraged Global Crossing in October
2011, and subsequently from realization of the bulk of what the
company expects to eventually be $300 million of annual operating
synergies," said Standard & Poor's credit analyst Richard
Siderman.  As a result, S&P expects debt leverage to trend toward
the mid-5x area in the second half of 2013, on an annualized
basis, which S&P still views as consistent with a "highly
leveraged" financial risk profile but markedly better than Level
3's leverage of more than 8x before the acquisition.

Level 3 provides voice, data, and other transport services on its
extensive global communication and Internet backbone to a wide
variety of telecom, enterprise, and government customers.
Although the Global Crossing acquisition expanded Level 3's
footprint and product diversity, S&P continues to view the
business risk profile as "weak" because Level 3 operates in an
industry with a history of price compression and competes with a
sizable number of much larger, and more creditworthy, telecom
carriers.

The stable outlook reflects S&P's base-case scenario which
anticipates only modest improvement, at best, in the company's
financial measures beyond 2013.  S&P anticipates that leverage
will improve toward the mid-5x area on an annualized basis in the
second half of 2013.  S&P do not expect material improvement in
leverage in 2014 as the company is not likely to generate
sufficient cash to materially reduce debt and only a small amount
of additional Global Crossing operating synergies will manifest in
2014.  S&P could lower the ratings if greater-than-anticipated
pricing compression, especially on long-haul routes, combined with
the loss of some key enterprise or government customers leads to
leverage rising to more than 6x, which would likely also result in
material negative FOCF.  S&P believes it is unlikely that over the
next 12 months Level 3's core business will grow sufficiently,
even within the context of some CNS pricing stability, to enable
leverage reduction below 5x on a consistent basis, a metric that
would warrant consideration of an upgrade.


LEXINGTON REALTY: S&P Assigns 'BB+' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
corporate credit rating to Lexington Realty Trust.  The outlook is
stable.  At the same time, S&P assigned a 'BBB-' unsecured debt
rating and a '2' recovery rating to the proposed offering of
$250 million of senior unsecured notes due 2023.  The '2' recovery
rating indicates prospects for substantial recovery (70% to 90%)
of principal in the event of a payment default.  The company plans
to use proceeds from the notes to repay outstanding borrowings on
its unsecured revolving credit facility and for general corporate
purposes.

"Our ratings on Lexington reflect the REIT's fair business risk
profile, characterized by a portfolio of net-lease properties with
good geographic and tenant diversification, solid tenant credit
quality, and a rising portfolio-weighted average lease term," said
Standard & Poor's credit analyst Jaime Gitler.  "However," he
added, "the portfolio has concentration in the weaker-performing
suburban office segment, and certain special-purpose assets owned
may carry the risk for value erosion."

Standard & Poor's considers Lexington's financial risk profile to
be "intermediate."  S&P expects that by year-end 2013, debt plus
preferred to EBITDA will be in the mid-6x area, fixed-charge
coverage (FCC) will be roughly 2.2x, and total coverage (including
the common dividend) will be above 1.1x.  S&P also believes that
coverage metrics could strengthen further over the next two years
if the company continues to reduce overall leverage and transition
further from secured debt to unsecured.

The outlook is stable.  S&P expects that Lexington's portfolio of
net-lease properties will remain highly occupied in the next 1-2
years, but the company will face rent roll-downs as suburban
office fundamentals remain weak.  Core cash flow should hold
steady, however, as S&P expects incremental portfolio growth will
come from acquisitions and development completions.  This should
support debt plus preferred to EBITDA below 7x and FCC in the low-
2x area.  S&P would consider raising the ratings if it was to
revise the business risk profile to "satisfactory."  This could
happen if the company continues to increase the portfolio's
weighted average lease term, maintains high occupancy, and
demonstrates the resilience of the property base by successfully
re-tenanting and repositioning vacancy as it arises.  Given S&P's
expectation for lower leverage and improving coverage it sees
limited near-term downside risk to the ratings.  However, S&P
could lower the ratings if Lexington loses occupancy such that
cash flow comes under pressure or the company commits to a large
debt-financed transaction.


LIBERACE FOUNDATION: Court OKs Horizon Village as Appraiser
-----------------------------------------------------------
Liberace Foundation for the Creative and Performing Arts has
obtained permission from the U.S. Bankruptcy Court for the
District of Nevada to employ Horizon Village Appraisal as real
estate appraiser of the real property located at 1775 East
Tropicana Las Vegas Nevada.

As reported by the Troubled Company Reporter on May 17, 2013, the
Debtor proposed to pay Horizon Village a flat fee of $4,200.  In
the event Horizon Village is subpoenaed or otherwise required
to provide testimony in a court proceeding or deposition as a
result of preparing the appraisal, Horizon Village will be
compensated at a rate of $350 per hour for preparing and
testifying depositions, and $250 per hour for all other expert
witness services.

                   About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  The petition
was signed by Anna Nateece, business manager.

No committee has been appointed or designated by the U.S. Trustee.


LIBERACE FOUNDATION: Can Hire Brownstein Hyatt as Special Counsel
-----------------------------------------------------------------
The Honorable Mike K. Nakagawa has approved the Liberace
Foundation for the Creative and Performing Arts to retain,
Brownstein Hyatt Farber Schreck, LLP, as its special counsel for
trademark and other intellectual property matters.

As reported on The Troubled Company Reporter on May 17, 2013, the
law firm's Kelley Goldberg, Esq. -- kgoldberg@bhfs.com -- will
handle various trademark and copyrights issues of the Debtor.  The
will advise the Debtor and perform all related legal services
related to the Debtor's intellectual property matters.

Ms. Goldberg will be paid an hourly rate $360 for postpetition
services rendered between Oct. 25, 2012, and Dec. 31, 2012; and
$395 for services rendered after Jan. 1, 2013, plus costs.
Gregory Riches, Esq. -- griches@bhfs.com -- will be paid an hourly
rate of $265 for postpetition services and $285 for services
rendered after Jan. 31, 2013, plus costs.  In addition, hourly
rates charged by other firm professionals will not exceed $500 per
hour for attorneys.

                   About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  The petition
was signed by Anna Nateece, business manager.

No committee has been appointed or designated by the U.S. Trustee.


LIBERACE FOUNDATION: Has Until June 21 to File Bankr. Plan
----------------------------------------------------------
The Honorable Mike K. Nakagawa has extended the exclusive period
by which the Liberace Foundation for the Creative and Performing
Arts can file a bankruptcy plan through June 21, 2013.

The Debtor is also given no later than August 20, 2013 to obtain
acceptances of its bankruptcy plan.

The Debtor is directed to be current on its monthly operating
reports at the time it will file its plan.

As reported in The Troubled Company Reporter on March 20, 2013,
Nedda Ghandi, Esq., of Ghandi Law Offices, related that the Debtor
continues to negotiate with its creditors in good faith, while
working diligently towards consummating an effective plan of
reorganization.

                   About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  Brownstein
Hyatt Farber Schreck, LLP serves as special counsel.  The petition
was signed by Anna Nateece, business manager.

No committee has been appointed or designated by the U.S. Trustee.


LIBERTY CABLEVISION: S&P Lowers Corporate Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Liberty Cablevision of Puerto Rico LLC to 'B-' from 'B'.
At the same time, S&P lowered the rating on the first-lien debt to
'B' from 'B+' and lowered the rating on the second-lien term loan
to 'CCC' from 'CCC+'.  S&P removed the ratings from CreditWatch,
where they were placed with negative implications on May 8, 2013.
The outlook is developing.

"The rating actions follow our reassessment of the company's
liquidity as 'weak,' based on its very limited EBITDA cushion
under its senior leverage financial covenant for the quarter ended
March 31, 2013, in the low-single-digit percent area," said
Standard & Poor's credit analyst Catherine Cosentino.  If the
company is able to improve its covenant headroom to warrant a
reassessment of liquidity to either "adequate" or "less than
adequate," S&P could raise the corporate credit rating to 'B'.
S&P believes this would either require a credit amendment, or
EBITDA margin improvement to the low-40% area in 2013, versus
S&P's expectation of around 38% for full year 2013.  Conversely,
if the company's margin contracts due to heightened competition
and pricing pressures, it may not be able to meet its financial
covenants over the next year, and S&P could lower the rating to
the 'CCC' category.

Standard & Poor's Ratings Services' rating on Liberty Cablevision
of Puerto Rico LLC (LCPR) reflects its "highly leveraged"
financial risk profile, with debt to EBITDA of around 6x, pro
forma for the completion of the merger with San Juan Cable LLC,
which occurred in November 2012.  In addition, the company has a
"weak" business risk profile, which incorporates its lagging video
market penetration compared with U.S. peers due to both high off-
air TV viewing and continued competition from satellite direct-to-
home (DTH) TV companies.  Other factors in S&P's assessment of the
business risk include the company's lack of geographic diversity,
the challenges of a fairly weak macroeconomic environment, and the
potential for increased competition from telecom providers.  Claro
is the wireline provider of telephony and data services in Puerto
Rico and in March 2013 announced the rollout of a competing IPTV
offering.  Tempering factors include good revenue visibility from
its subscription-based business model and some potential for
growth from bundled advanced services provided over the merged
company's upgraded cable plant.

The outlook is developing, indicating that S&P could either raise
or lower the rating.  If the company is able to improve its EBITDA
cushion under its covenants to warrant a reassessment of liquidity
to either "adequate" or "less than adequate," S&P could raise the
rating to 'B'.  S&P believes this would either require a credit
amendment, or EBITDA margin improvement to the low-40% area in
2013, versus S&P's expectation of around 38% for full-year 2013.
Conversely, if the company's margin contracts due to heightened
competition and pricing pressures, it may not be able to meet its
financial covenants over the next year, and S&P could lower the
rating to the 'CCC' category.


LIFE UNIFORM: Section 341(a) Meeting Scheduled for June 28
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Life Uniform
Holding Corp will be held on June 28, 2013, at 2:00 p.m. in Room
5209 of the J. Caleb Boggs Federal Building, 844 King Street,
Wilmington, DE.

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.

Life Uniform Holding Corp. and its affiliates filed Chapter 11
petitions (Bankr. D. Del. Case Nos. 13-11391 to 13-11393) on
May 29, 2013.  The petitions were signed by Bryan Graiff, COO,
CFO, VP, secretary, and treasurer.  The Lead Debtor estimated
assets and debts of at least $10 million.  Klehr Harrison Harvey
Branzburg, LLP, serves as the Debtors' counsel.  Epiq Bankruptcy
Solutions acts as the Debtors' claims and noticing agent.  The
Debtors' financial advisor is Capstone Advisory Group, LLC.


LIFECARE HOLDINGS: Completes LCI Asset Purchase, Exits Chapter 11
-----------------------------------------------------------------
Hospital Acquisition LLC, the parent company of LifeCare Holdings
LLC and the LifeCare family of hospitals, on June 3 disclosed that
it has completed its purchase of substantially all of the assets
of LCI Holdco, LLC, and emerged from the Chapter 11 bankruptcy
process.

The $320 million sale, which was approved by the U.S. Bankruptcy
Court for the District of Delaware, results in a significant
reduction in debt at lower interest rates.  The Company's new
credit facility includes a $200 million term loan and access to a
$30 million working capital line of credit.

LifeCare's Plano-based management team, representing some of the
most experienced healthcare executives in the post acute space,
will continue to lead the Company.

"We move forward from this process with a restructured balance
sheet, a talented leadership team and the support of a strong and
experienced board," said LifeCare Holdings Chairman and Chief
Executive Officer Phillip B. Douglas.  "With the support of our
corporate team and the continued trust of referrers, vendors and
suppliers in the communities we serve, we emerge from this process
as a stronger hospital system."

Comprised of 26 long term acute hospitals located across the
United States, the LifeCare family of hospitals specializes in
caring for patients in need of high level, acute care over an
extended period of time.  Many patients are transferred to the
Company's hospitals after a stay in an intensive care unit and
have often experienced multiple system failures and slow response
to traditional medical treatments.

"With a greatly improved debt structure, the Company's financial
position now better reflects the clinical strength we consistently
achieve on the hospital level," said Mr. Douglas.  "We achieved
impressive operational performance in the first quarter and are
positioned to continue to lead our industry space in clinical
outcomes and quality excellence."

Information about the Chapter 11 cases, including access to court
documents, can be obtained at http://www.kccllc.net/LifeCare

                         About LifeCare

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

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

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

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

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

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


LIGHTSQUARED INC: Harbinger to Pay $80MM to Jefferies
-----------------------------------------------------
Joseph Checkler writing for Daily Bankruptcy Review reports that
Philip Falcone's Harbinger Capital Partners hedge-fund firm plans
to pay Jefferies & Co. up to $80 million in fees as part of an
exit-financing commitment for bankrupt wireless-satellite venture
LightSquared, a loan the company said would pay off bondholders in
full.

                      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.


LSP MADISON: S&P Assigns Preliminary 'BB+' Rating to $450MM Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB+' rating to LSP Madison Funding LLC's proposed
$450 million first-lien term loan B.  S&P also assigned its
preliminary '1' recovery rating to the debt, indicating its
expectation of a very high recovery (90% to 100%) of principal in
a default scenario.  The outlook on the rating is stable.

U.S. project finance entity LSP Madison is proposing a new
financing for its portfolio, in which it will remove two assets
that provided about one-quarter of cash flow, Blythe and Cherokee,
from its power generation portfolio.  The proposed $450 million
financing comes a few months after the project removed two other
assets, Doswell and Riverside, from its portfolio and revised its
debt balance downward to $475 million from $750 million.

With the change to the portfolio, the key credit driver is the
weaker diversity of cash flows that is the result of four major
assets being eliminated in a short time.  Compared with the
previous portfolio that consisted of 3,582 megawatts (MW) of gas-
fired and hydro assets across diverse markets, the proposed
portfolio will total 1,263 MW.  Asset diversity is lower with the
gas-fired Blythe and Cherokee being removed from the portfolio.
Safe Harbor, the 139 MW hydropower plant in Pennsylvania, will now
be the central asset, with the remaining assets (University Park
North, University Park South, and Wallingford) consisting of
combustion turbine plants in the PJM Interconnection and
Independent System Operator - New England (ISO-NE) regions.  As
before, revenue from cleared capacity prices, ancillary services,
and, in Safe Harbor's case, a power purchase agreement (PPA) and
hedge agreement (in total, 68% of revenues through May 2017)
provides the primary credit support for the stable outlook. Also ,
with Blythe removed, there is no longer project-level debt in the
portfolio.

"The stable rating outlook reflects our expectations that the
project's more stable revenue streams, consisting of capacity
payments, ancillary services, a PPA and hedge agreement will allow
for significant deleveraging over the loan's tenor," said Standard
& Poor's credit analyst Rubina Zaidi.

A ratings upgrade is unlikely given the limited asset diversity,
the age of the assets, and the project's exposure to merchant
power revenue.  If the assets underperform operationally, causing
energy gross margins and capacity payment revenue to fall below
expectations, S&P could lower the ratings.  S&P could also lower
ratings if it materially lower its base-case assumptions, which
would affect its expectations of merchant revenue.  An adverse
change to the business profile or developments that would lead to
greater refinancing risk of more than $100 per kW or more could
result in a downgrade.


MACCO PROPERTIES: Price's Amended Plan Deadline Moved to June 10
----------------------------------------------------------------
The Hon. Niles L. Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma has given Jennifer Price, the sole
shareholder of Macco Properties, Inc., until June 10, 2013, to
file an amended Plan of Reorganization and Disclosure Statement.

July 8, 2013, is fixed as the deadline for filing and serving
objections or other responses to the Amended Disclosure Statement.
July 12, 2013, is fixed as the deadline for the Proponent to file
and serve a reply to any objections.  A hearing to consider the
adequacy of the Amended Disclosure Statement will be held on
July 17, 2013, at 10:00 a.m.

The original schedule contemplated a May 14 deadline to file an
amended plan, and a May 30 disclosure statement hearing.  Ms.
Price later sought a modification of the schedule.  Brandon C.
Bickle, Esq., at Gable & Gotwalls, P.C., the attorney for Ms.
Price, said that creation of that previous schedule was premised
upon the expectation that the Chapter 11 trustee would complete a
sale of the Debtors' membership interests in SEP Riverpark Plaza,
LLC, and JU Villa Del Mar, LLC, on or before May 11, and that the
issues for Plan determination would have been significantly
narrowed.

On May 9, the buyer in the membership sale opted to extend the
closing date of that sale to a date not later than May 31.  "In
light thereof, it is appropriate that the dates under the Previous
Schedule be rescheduled to account for the new, May 31 deadline
for the closing of the membership sale," Mr. Bickle stated.

Mr. Bickle can be reached at:

         Brandon C. Bickle, Esq.
         GABLE & GOTWALLS, P.C.
         1100 ONEOK Plaza, 100 West Fifth Street
         Tulsa, Oklahoma 74103
         Tel: (918) 595-4800
         Fax: (918) 595-4990
         E-mail: bbickle@gablelaw.com

Ms. Price is also represented by Sidney K. Swinson, Esq., and Mark
D.G. Sanders, Esq., at Gable & Gotwalls, P.C.

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

Macco Properties filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.

Affiliated entities also sought bankruptcy protection: NV Brooks
Apartm ents, LLC (10-16503); JU Villa Del Mar Apartments, LLC and
(10-16842); and SEP Riverpark Plaza, LLC (10-16832).  SEP
Riverpark Plaza owns or controls The Riverpark Apartments, a
multi-family apartment complex located in Wichita, Kansas.

Receivership Services Corp., a division of the Martens Cos.,
serves as property manager for the six Wichita apartment complexes
caught up in the bankruptcy of Macco Properties of Oklahoma City.

On May 31, 2011, an Order was entered appointing Michael E. Deeba
as the Chapter 11 Trustee for Macco Properties.  He is represented
by Christopher T. Stein, of counsel to the firm of Bellingham &
Loyd, P.C.  Grubb & Ellis/Martens Commercial Group LLC acts as
the Chapter 11 Trustee's exclusive listing broker/realtor for
properties.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City.


MAXYGEN INC: To Liquidate, Distribute Cash to Shareholders
----------------------------------------------------------
Saabira Chaudhuri writing for Dow Jones' DBR Small Cap reports
that Maxygen Inc. said its board has approved the liquidation of
the company and plans to distribute all available cash to its
shareholders after setting aside funds for its obligations, while
also saying its chief executive is resigning.


MF GLOBAL: Announces Effective Date for Plan of Liquidation
-----------------------------------------------------------
Louis J. Freeh, the Court appointed Chapter 11 Trustee on June 4
announced the effective date for the court-approved joint plan of
liquidation of MF Global Holdings Ltd. and its debtor affiliates.
Effective immediately, Mr. Freeh will conclude his official duties
as trustee, transferring those responsibilities to the newly
appointed Board of Directors: Nader Tavakoli, Richard Katz and
Daniel Ehrmann.

"As I have previously conveyed, the joint liquidation plan is in
the best interests of the creditors of MF Global Holdings Ltd. and
its debtor affiliates, with the successful implementation of a
distribution framework within a reasonable time frame," noted
Mr. Freeh.  "With the plan approved and a new board in place, I am
confident the liquidation process can be effectively administered
to the satisfaction of the creditors."

During his tenure, Mr. Freeh facilitated the eventual return of
more than $1 billion to the creditors of MF Global Holdings Ltd.
and its debtor affiliates.

On April 5, 2013, Bankruptcy Judge Martin Glenn approved the Joint
Plan of Liquidation in the United States Bankruptcy Court for the
Southern District of New York.  On July 3, 2013, Bankruptcy Judge
Martin Glenn and Southern District of New York District Court
Judge Victor Marrero will be presented with a motion for the
approval of a settlement between James Giddens, the SIPA Trustee,
and JPMorgan Chase Bank N.A., which if approved will satisfy the
remaining condition of the "Global Settlement" among Mr. Freeh,
Mr. Giddens and the Special Administrators of the debtors' UK
affiliates, which Mr. Freeh hopes will serve as a conduit to the
full distribution on the claims of the customers of MF Global
Inc., MF Global Holdings Ltd.'s broker-dealer affiliate, which is
in a separate liquidation proceeding.

                           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.


MICHAELS STORES: Posts $47 Million Net Income in 1st Quarter
------------------------------------------------------------
Michaels Stores, Inc., reported net income of $47 million on $993
million of net sales for the quarter ended May 4, 2013, as
compared with net income of $53 million on $978 million of net
sales for the quarter ended April 28, 2012.

Michaels Stores disclosed net income of $214 million on $4.40
billion of net sales for fiscal year 2012, as compared with net
income of $176 million on $4.21 billion of net sales for fiscal
year 2011.

The Company's balance sheet at May 4, 2013, showed $1.51 billion
in total assets, $3.73 billion in total liabilities and a $2.21
billion total stockholders' deficit.

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

                        http://is.gd/iOiyBV

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

                           *     *     *

As reported by the TCR on April 5, 2012, Moody's Investors Service
upgraded Michaels Stores, Inc.'s Corporate Family Rating to B2
from B3.  "The upgrade of Michaels' Corporate Family Rating
primarily reflects the positive benefits of its continuing
business initiatives which have led to consistent improvements in
same store sales," said Moody's Vice President Scott Tuhy.

In the April 16, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Irving,
Texas-based Michaels Stores Inc. to 'B' from 'B-'.  "Standard &
Poor's Ratings Services' upgrade on Michaels Stores reflects the
improvement in financial ratios following the company's
performance in the important fourth quarter, given the seasonality
of the company's business," said Standard & Poor's credit analyst
Brian Milligan.  "The CreditWatch placement remains effective,
given the pending IPO."


MICHAELS STORES: Files Form 10-Q, Posts $47MM Net Income in Q1
--------------------------------------------------------------
Michaels Stores, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $47 million on $993 million of net sales for the quarter ended
May 4, 2013, as compared with net income of $53 million on $978
million of net sales for the quarter ended April 28, 2012.

The Company's balance sheet at May 4, 2013, showed $1.51 billion
in total assets, $3.73 billion in total liabilities and a $2.21
billion total stockholders' deficit.

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

                        http://is.gd/S53oiB

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

Michaels Stores disclosed net income of $214 million on $4.40
billion of net sales for fiscal year 2012, as compared with net
income of $176 million on $4.21 billion of net sales for fiscal
year 2011.

                           *     *     *

As reported by the TCR on April 5, 2012, Moody's Investors Service
upgraded Michaels Stores, Inc.'s Corporate Family Rating to B2
from B3.  "The upgrade of Michaels' Corporate Family Rating
primarily reflects the positive benefits of its continuing
business initiatives which have led to consistent improvements in
same store sales," said Moody's Vice President Scott Tuhy.

In the April 16, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Irving,
Texas-based Michaels Stores Inc. to 'B' from 'B-'.  "Standard &
Poor's Ratings Services' upgrade on Michaels Stores reflects the
improvement in financial ratios following the company's
performance in the important fourth quarter, given the seasonality
of the company's business," said Standard & Poor's credit analyst
Brian Milligan.  "The CreditWatch placement remains effective,
given the pending IPO."


MILAGRO OIL: Incurs $16.6 Million Net Loss in First Quarter
-----------------------------------------------------------
Milagro Oil & Gas, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss available to common stockholders of $16.66 million on
$28.27 million of total revenues for the three months ended
March 31, 2013, as compared with a net loss available to common
stockholders of $23.23 million on $33.93 million of total revenues
for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed
$496.49 million in total assets, $461.55 million in total
liabilities, $235.97 million in redeemable series A preferred
stock, and a $201.03 million total stockholders' deficit.

                         Bankruptcy Warning

"The Company is currently exploring a range of alternatives to
reduce indebtedness to the extent necessary to be in compliance
with the maximum leverage ratio.  Alternatives that were
considered include using cash flow from operations or issuances of
equity and debt securities, reimbursements of prior leasing and
seismic costs by third parties who participate in our projects,
and the sale of interests in projects and properties.  As another
alternative, the Company has recently launched a private exchange
offering to exchange a portion of the Notes for equity, cash and
new notes.  If the conditions to the Exchange Offer are not
achieved, the Company will be unable to consummate the
restructuring.  As a result, the lenders under the 2011 Credit
Facility may accelerate their debt, which would also cause a
default and acceleration of the debt under the Notes, all of which
will have a material adverse effect on our liquidity, business and
financial condition and may result in the Company's bankruptcy or
the bankruptcy of its subsidiaries."

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

                        http://is.gd/1YEmQP

                         About Milagro Oil

Milagro Oil & Gas, Inc., is an independent energy company based in
Houston, Texas that is engaged in the acquisition, development,
exploitation, and production of oil and natural gas.  The
Company's historic geographic focus has been along the onshore
Gulf Coast area, primarily in Texas, Louisiana, and Mississippi.
The Company operates a significant portfolio of oil and natural
gas producing properties and mineral interests in this region and
has expanded its footprint through the acquisition and development
of additional producing or prospective properties in North Texas
and Western Oklahoma.

Milagro Oil disclosed a net loss of $33.39 million in 2012, a net
loss of $23.57 million in 2011 and a net loss of $70.58 million in
2010.

Deloitte & Touche LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company is not in compliance with certain covenants of its 2011
Credit Facility, and all of the Company's debt is classified
within current liabilities as of Dec. 31, 2012.  The Company's
violation of its debt covenants, combined with its financing needs
and negative working capital position, raise substantial doubt
about its ability to continue as a going concern.

                           *    *     *

As reported by the TCR on May 24, 2013, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Houston-
based Milagro Oil & Gas Inc. to 'CC' from 'CCC-'.

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


MO' AIRPORT: Case Summary & 5 Unsecured Creditors
-------------------------------------------------
Debtor: Mo' Airport, LLC
        380 Lurton Street
        Pensacola, FL 32505

Bankruptcy Case No.: 13-30686

Chapter 11 Petition Date: May 28, 2013

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Judge: William S. Shulman

Debtor's Counsel: J. Steven Ford, Esq.
                  WILSON, HARRELL, FARRINGTON
                  307 S. Palafox Street
                  Pensacola, FL 32502
                  Tel: (850) 438-1111
                  Fax: (850) 432-8500
                  E-mail: jsf@whsf-law.com

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

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

A copy of the Company's list of its five largest unsecured
creditors is available for free at
http://bankrupt.com/misc/flnb13-30686.pdf

The petition was signed by James C. Moulton, managing member.


MOBIVITY HOLDINGS: Michael Bynum Named President
------------------------------------------------
Mobivity Holdings Corp. has appointed Michael K. Bynum as
President and Director.  The Company has also appointed Tom
Tolbert, former CEO of Front Door Insights (FDI), as Executive
Vice President and Chief Sales Officer.

Michael K. Bynum's career began in 1985 with a small independent
company purchased by TransWestern Publishing, an independent
publisher of print and digital advertising services to local
merchants.  He ultimately rose to the position of Executive Vice
President of TransWestern Publishing.  Mr. Bynum and eight other
senior managers acquired TransWestern Publishing in 1993 for $32
million.  In 2005, the Company was sold to Yellow Book for $1.575
billion. In 2007 he was appointed by HM Capital (formerly known as
Hicks Muse Capital) as President & CEO of PDC (Phone Directories
Company), the fourth largest independent yellow page publisher in
the U.S. Bynum was also an investor and Director at Canpages, a
Canadian publisher of print and online local advertising services
to local merchants, which was acquired by Yellow Pages Group of
Canada for $225M in 2010.

Mr. Bynum said: "I believe the shift to mobile platforms is
revealing unprecedented opportunities to evolve the multi-billion
dollar local marketing industry.  This is an ideal opportunity to
utilize my two decades of experience to take a well-positioned
technology company to the next stage of its development.  What
attracted me to Mobivity, as both an investor and management team
member, was the unique combination of intellectual property, name
brand clientele, and proven scale as I've watched Mobivity
accumulate thousands of local advertisers in a short period of
time.  I greatly look forward to joining Mobivity's leadership
team and helping to realize the goal of growing a dominant
position in the local mobile marketing space."

Tom Tolbert brings to Mobivity more than 20 years of experience in
growing sales teams focused on local advertising products and
services.  Mr. Tolbert was most recently CEO of Front Door
Insights, which was recently acquired by Mobivity.  Prior to FDI,
Mr. Tolbert took over the sales operations for a local advertising
company where he was instrumental in growing revenues from $15
million to $45 million.  Tom previously served as Senior Vice
President of Sales at KW Brock Directories where he grew the
customer base from 15,000 to 45,000 customers while delivering
print and digital marketing services to local advertisers.  While
at KW Brock, Tolbert also expanded the business from 38 to 65
markets in just over five years.

"Mobivity brings an exciting opportunity to deliver an industry
leading technology solution to millions of prospective local
merchants.  I believe that mobile has many advantages over print
and other digital solutions for the local advertiser and that
Mobivity can lead the industry in both product and technology,"
added Tolbert.  "I'm excited to bring my experience growing large
sales organizations to Mobivity and taking part in leading this
exciting growth opportunity."

As President and Director, Mr. Bynum will be responsible for all
revenue generating operations of the Company including key talent
acquisition and strategic relationships.  Tolbert will lead
Mobivity's next phase of sales expansion including plans to scale
outside sales operations, and the deployment of direct sales
resources nationwide.

"I am elated to have the opportunity of bringing Mike and Tom's
wealth of experience to the Mobivity management team," said Dennis
Becker, Chief Executive Officer of Mobivity.  "They both have an
exceptional track record of building and operating large sales
organizations which will be critical to our next phase of growth."

                      Front Door Acquisition

Mobivity Holdings has acquired the assets of Front Door Insights
LLC, a provider of mobile marketing solutions that enable 25 plus
Directory Publishers to deliver mobile marketing solutions to more
than 5,000 local merchants across the United States.

Directory Publishers distribute local merchant information across
multiple platforms such as print, Internet directories, search
engines and mobile websites.  With reach to millions of local
merchants nationwide, Directory publishers can evolve from legacy
print and online products and transition to new monetization
strategies by licensing FDI's suite of mobile marketing services
under their own brand.  More than 25 independent Directory and
Association of Directory Publisher (ADP) members currently license
Front Door Insights' mobile marketing platform.

"The print directory space is in quick transition while continuing
to serve long standing relationships with millions of local
advertisers," said Dennis Becker, chief executive officer of
Mobivity.  "FDI has staked out a leadership position in putting
mobile marketing solutions at the epicenter of this transition.
I'm extremely excited to couple FDI's market position in the
Directory space with our patented technology in furthering our
mission to become the leader in delivering mobile marketing
products to the local advertiser industry."

With more than 5,000 local merchants licensing mobile marketing
solutions through FDI's 25 Directory resellers, Mobivity's
technology will now reach more than 11,700 local advertisers
across the United States. Mobivity's intellectual property,
economies of scale, and Stampt smartphone loyalty application are
expected to drive increased value to FDI's products and services.

"We believe Mobivity's combination of technology, intellectual
property, national brand relationships, and scale are huge assets
in supporting the magnitude of customers the Directory publisher
channel can yield," added Tom Tolbert, Chief Executive Officer of
FDI. "Still a several billion dollar industry, serving millions of
businesses, the Directory space offers broad reach to the local
advertiser industry which we are much better equipped to support
by combining with Mobivity.  We are very excited to be a key part
of Mobivity's mission to dominate the local mobile marketing
space."

The terms of the transaction are more fully described by Mobivity
in a report on Form 8-K, as copy of which is available at:

                         http://is.gd/WZ1fFc

                       About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $3.25
million in total assets, $10.25 million in total liabilities, all
current, and a $6.99 million total stockholders' deficit.

                         Bankruptcy Warning

"...[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders.


MONARCH COMMUNITY: Amends 2012 Annual Report
--------------------------------------------
Monarch Community Bancorp, Inc., has amended its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2012, (originally
filed with the Securities and Exchange Commission on March 29,
2013) in order to amend Items 10 through 14 of Part III to include
information that the Company previously anticipated providing by
incorporating by reference from the definitive proxy statement for
our 2013 Annual Meeting of Stockholders.  In accordance with
General Instruction G(3) to Form 10-K, the Company has amended
Items 10, 11, 12, 13 and 14 of Part III contained in its Annual
Report on Form 10-K to provide the additional required
information.  A copy of the Amended Form 10-K is available at:

                          http://is.gd/wfDYes

                        About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc. (OTC QB:
MCBF) is the parent company of Monarch Community Bank.  The Bank
operates five full service retail offices in Branch, Calhoun and
Hillsdale counties and eight loan production offices in Kalamazoo,
Calhoun, Berrien, Ingham, Lenawee, Kent, Livingston and Jackson
counties and one in Steuben county, Indiana.

Plante & Moran, PLLC, in Grand Rapids, Michigan, expressed
substantial doubt about Monarch Community's ability to continue as
a going concern, noting that the Corporation has suffered
recurring losses from operations and as of Dec. 31, 2012, did not
meet the minimum capital requirements as established by its
regulators.

The Company reported a net loss of $353,000 on net interest income
of $6.5 million in 2012, compared with a net loss of $353,000 on
net interest income of $6.8 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $196.66 million in total
assets, $186.62 million in total liabilities and $10.04 million in
total stockholders' equity.


MOORE FREIGHT: Agrees to Monthly Payments to Secured Creditors
--------------------------------------------------------------
The Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee signed agreed orders providing
adequate protection for Moore Freight Service, Inc.'s use of cash
collateral.

As adequate protection of the creditors' interests, the Debtor has
agreed to make payments to:

     -- Ford Motor Credit Company, Inc., in the total amount of
        $600 per month for five months;

     -- U.S. Bank Equipment Finance, in the total amount of $6,000
        per month;

     -- Western Equipment Finance, Inc., in the total monthly
        amount of $1,400, which is less than the amount of the
        contract payments under the loan documents;

     -- Volvo Financial Services, a division of VFS US LLC, in the
        total amount of $36,400;

     -- Stearns Bank, N.A., in the total amount of $1,600;

     -- Wallwork Financial Corp., in the total amount of $15,500;
        and

     -- Branch Banking and Trust Company, in the total amount of
        $40,000.

As further adequate protection, BB&T will be entitled to an
administrative expense claim in the amount of $30,000 against the
Debtor's estate.

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million.  CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


MOTORS LIQUIDATION: Creditors, Hedge Funds Near End of Dispute
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trust for creditors of Old General Motors Corp.,
now formally named Motors Liquidation Co., is in the final throes
of litigation with hedge funds that spotted an opportunity for
profit before the GM bankruptcy in June 2009 by purchasing bonds
owing by Old GM's Nova Scotia finance subsidiary.

The report relates that, absent a settlement, a victory for
bondholders in the lawsuit would be a ruling by U.S. Bankruptcy
Judge Robert E. Gerber upholding the validity of $2.67 billion in
claims.  If Old GM creditors prevail, one of the options open to
Judge Gerber is to give the note holders approved claims of about
$700 million.  The dispute surrounds a transaction negotiated on
the weekend in late May 2009, just before Old GM filed for Chapter
11 reorganization on June 1.  On May 31, before bankruptcy,
Old GM transferred $450 million to the main Canadian subsidiary
for use in carrying out a settlement with the Nova Scotia
subsidiary's note holders.

The report notes that the hedge funds spotted a potential weakness
in Old GM's reorganization plan where they could force the
Canadian subsidiary into bankruptcy and potentially disrupt what
was intended to be a quick sale and the creation of New GM,
formally named General Motors Co.  The result was an agreement
said by Old GM creditors to have been completed after the Chapter
filing on June 1.  Later in June, a so-called consent fee of $367
million was paid to the note holders, claimed by Old GM creditors
to be 36 percent of the face amount of the debt.

The report relates that old GM creditors contend the transaction
is voidable because it was never approved or disclosed to the
bankruptcy court.  The hedge funds counter by saying no U.S. court
approval was required because the funds were no longer property of
Old GM.  They further argue that the arrangement allowed the U.S.
and Canadian GM companies to preserve $2 billion in tax losses.

The report relays that Judge Gerber held 16 days of trial, hearing
evidence from 16 witnesses and receiving 1,200 documents into
evidence.  Final briefs are due July 11.  Some of the noteholders
sent a letter to Gerber last week asking him to appoint fellow
U.S. Bankruptcy Judge James M. Peck as mediator to bring the
parties together in settlement.  Prior mediation with a different
mediator made progress although no agreement was reached,
according to the note holders' letter.  The lion's share of the
notes is held by funds affiliated with Appaloosa Management LP,
Fortress Investment Group LLC, Elliott Management Corp., Paulson &
Co. and Aurelius Capital Management LP.

The report notes that when the trial was beginning, New GM said
that success by creditors of Old GM could unravel the sale
designed to prevent the automaker from disintegrating.  Old GM
implemented its Chapter 11 plan in March 2011, distributing stock
and warrants received from new GM.  The plan created four trusts.

The Bloomberg report discloses that one distributes the stock and
warrants issued by new GM as consideration for the sale of the
assets.  Creditors of old GM split up 10 percent of the stock of
new GM plus warrants for 15 percent.

                     About Motors Liquidation

General Motors Corporation 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.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


MOUNTAIN CHINA: Posts $3.39-Mil. Net Loss in First Quarter
----------------------------------------------------------
Mountain China Resorts (Holding) Limited on May 31 reported its
financial results for the quarter ended March 31, 2013.  MCR
reports its results in Canadian Dollars.

                         Financial Results

Total revenue and the net results were from resort operations with
no real estate sales revenue during the Reporting Period.  For the
quarter ended March 31, 2013, the Company generated revenues from
resort operations of $5.25 million and a net loss of $3.39 million
or $0.01 per share compared to $5.24 million and a net loss of
$3.65 million or $0.01 per share in 2012 Q1.  Resort Operations
EBITDA from continuing operations for the first quarter of 2013
were $1.66 million compared to $1.45 million last year.

Resort operations expenses from continuing operations totaled
$3.57 million for the quarter ended March 31, 2013 compared to
$3.25 million in 2012.  Operations expenses within the resorts are
mainly attributable to snow making, grooming, staffing, fuel and
utilities, which also include the G&A expenses relating to the
resort's senior management, marketing and sales, information
technology, insurance and accounting.

Corporate general and administrative expenses totaled $0.22
million for the quarter ended March 31, 2013 compared to $0.64
million in 2012.  This amount mainly comprised executive employee
costs, public company costs, and corporate information technology
costs.

Depreciation and amortization expense from continuing operations
totaled $2.81 million for the quarter ended March 31, 2013
compared to $3.08 million in 2012.

The Group incurred financing cost of $1.94 million for the quarter
ended March 31, 2013 from continuing operations compared to $1.98
million in 2012.  Financing costs were mainly related to the loan
interest, and also included bank administrative fees, and service
charges.

Cash and cash equivalents totaled $11.28 million and working
capital was negative $67.82 million as at March 31, 2013.

                   Operations Sun Mountain Yabuli

The 2012-2013 MCR's Sun Mountain Yabuli Resort winter season
operations commenced on November 24, 2012 and closed on March 24,
2013.  The 2011-2012 winter season operations commenced on
November 26, 2011 and closed on March 25, 2012.  The revenue of
Sun Mountain Yabuli Resort operation comprises mainly by mountain
operation, beverage, skiing-related services and hotel lodging.
Skiing-related services includes rental of ski equipment, goggles,
lockers, gloves, etc, sales of ski equipment and skiing training
services offered in the ski school.  It also includes the mountain
operation which is using the facilities built in the mountain,
such as sight-seeing trams, snow tubing and alpine.  Revenue from
the Yabuli Resort for the quarter ended March 31, 2012 was $5.25
million versus $5.24 million in 2012.

          Sun Mountain Yabuli - Real Estate Development

At the end of Fiscal 2010, the Company had finished working on the
exterior decoration of the 55 villas of which three were completed
with interior finishing.  At this time of the reporting date,
certain construction is still needed on the exterior grounds to
complete lighting, roads and utility connections.  Management
expected to be able to begin selling the villas and use the
proceeds to complete the construction.  As of March 31, 2013 the
Company had not been successful in selling any of the villas.
Management is of the opinion that in order to complete sales it is
necessary to first complete the exterior construction. Management
estimates these additional construction costs to be $4.49 million
and has plans to commence construction in the summer of 2013.

Since 2010, due to a combination of temporary Chinese government
policies trying to cool down the rapid growing housing price in
mainland China, the property investment demand have gone down
significantly, which also impacted the Yabuli area.  At the same
time, with a tight expense budget and shortage of working capital,
the Company had decided for the time being not to take the risk by
inputting its limited working capital into the villa's remaining
public infrastructure construction (for example:public
lighting)(for example:roads)(for example:landscape engineering)
and a full scale marketing and advertising regime.  However, the
Company does have confidence with its first of a kind skiing in
and skiing out villas in China.  And the Company will be
reasonably flexible with its pricing when the market shows sign of
a turn around. No other detail milestones for the above matter are
available from the Company as the related government policies are
set to be temporary but with durations undetermined.

The Company has an accumulated deficit, a working capital
deficiency and has defaulted on a bank loan, which casts
substantial doubt on the Company's ability to continue as a going
concern. The Company's ability to meet its obligations as they
fall due and to continue to operate as a going concern is
dependent on further financing and ultimately, the attainment of
profitable operations.  These consolidated financial statements do
not include any adjustments to the amounts and classifications of
assets and liabilities that might be necessary should the Company
be unable to continue as a going concern.  Management of the
Company plans to fund its future operation by obtaining additional
financing through loans and private placements and through the
sale of the properties held for sale.  However, there is no
assurance that the Company will be able to obtain additional
financing or sell the properties held for sale.

Subsequent Events

In April 2013 the Company was made aware by the bank with an
outstanding balance of $41,300, that they are taking legal actions
to demand repayment.  As of the reporting date that Company has
not received any formal claim.

2013 First Quarter Major Corporate Developments

Club Med Resorts management has further improved the revenue of
Sun Mountain Yabuli Resort

The 2012-2013 winter season operations commenced on November 24,
2012 and closed on March 24, 2013.  ClubMed management and brand
effect had further improved the publicity and service quality of
Yabuli Resorts, and attracted guests from all over the world to
come to Yabuli to enjoy the beautiful scenery and various ski
facilities.  Total revenue generated in 2012-2013 winter season
reached $8.26 million (2012 Q4 plus 2013 Q1), representing a 6%
increase compared to last year ($7.77 million).

Loan Defaults

On March 31, 2013 the Company defaulted on its third principal
payment of 6.54 million (RMB 40 million) under its $40.85 million
(RMB 250 million) loan agreement with the China Construction Bank.
According to the Loan Agreement between Yabuli and Construction
Bank, Construction Bank has the right to accelerate Yabuli's
obligation to repay the entire unpaid principal plus interest
immediately and to take legal actions to enforce on the security.
The collaterals associated with the loan agreement are made up of
the Company's land use rights and property and equipment with a
carrying value of approximately $65.39 million as at March 31,
2013.  During the Company's initial negotiation with the bank, the
bank required the Company to repay the interest.  However, the
Company has stopped the interest payment starting from February
2012. As a result, negotiations have ceased and the bank has
indicated their intention to take possession of the pledged assets
if the loan principal and interest are not repaid in full.  On
March 31, 2013 the principal and interest owing was $41,300.  As
of the reporting date that Company has not received any formal
claim.

Update on Debt Restructuring

On February 8, 2012, the Company entered into a Debt Settlement
Agreement with Melco Leisure and Entertainment Group Limited for
the settlement of a loan in the principal of US$12 million made by
Melco to the Company nd a loan in the principal of US$11 million
made by Melco to Mountain China Resorts Investment Limited, the
Company's Cayman subsidiary, both in 2008.  On May 29, 2012, the
Company and Melco entered into Amended and Restated Debt
Settlement Agreement to clarify details of the loan settlement
mechanism and procedures to implement the settlement of the Melco
Loans.  Detailed settlement arrangement can be found in Note 13 of
2013 interim consolidated financial statements.  As of the
reporting date, the Company has received approval of TSX Venture
Exchange for the debt restructuring transaction announced on
May 29, 2012.  However, as of the reporting date, the Company has
not implemented the transactions contemplated under the Amended
and Restated Debt Settlement Agreement.  The Melco Loans have
matured on 31 March 2013, so that the entire Melco Loans now
become immediately due and payable.

Update on Changchun Resort

On November 17, 2010, the Company announced its updates with
respect to certain developments that have taken place with respect
to its Changchun Resort.  The government of Erdao district of
Changchun city in the Jilin province of the People's Republic of
China holds the view that the Changchun Resort, is still owned by
the government and it may, through Changchun Lianhua Mountain
Agricultural Project Development Company Limited, manage the same
to the Company's exclusion.  The Company disagrees with the Erdao
Government's position.  The Company had engaged Global Law Office,
a reputable law firm in PRC, to do legal due diligence on the
assets before they were acquired by the Company.  Global Law
Office had advised the Company that the assets acquired are not
state-owned assets and the same may be validly transferred to the
Company.  Because of CCL Agricultural's and the Erdao Government's
action, the Company has been deprived of management of the
Changchun Resort.  The Company has engaged in discussions with the
Erdao Government, Changchun Lianhua Mountain Sports & Travel
Development Company Changchun Sports and CCL Agricultural with an
aim of resolving this matter.  If the current situation cannot be
resolved through negotiations, the Company may have to resort to
legal means to protect its rights in relation to Changchun Resort.

As a result of the foregoing, the Company has lost control of the
company itself and has therefore written off the full value of the
assets and liabilities of Changchun Resort and reported it as a
loss from discontinued operations as of December 31, 2010.  In
2011, the Company commenced legal actions against the Erdao
Government in an effort to regain control and ownership of the
assets and operations.

The Company's legal department has sent three letters of formal
complaint to the Ministry of Commerce of the People's Republic of
China in June 2012, the Erdao Government, and Jilin Lianhua
Tourist Committee.  Recently, the Ministry of Commerce of the
People's Republic of China has assigned the case to the relevant
authority called the Economic and Technological Cooperation
Department of Jilin Province for handling.  After a series of
negotiations made and no consensus arrived, management had decided
to start formal administrative prosecution process against the
government. As at March 31, 2013, management had sent several
letters of notice, but no formal prosecution has been started.

                             About MCR

Headquartered in Beijing, Mountain China Resorts --
http://www.mountainchinaresorts.com-- is a developer of four
season destination ski resorts in China.


MUSCLEPHARM CORP: Barry Honig a 4.6% Owner as of May 8
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Barry Honig disclosed that, as of May 8,
2013, he beneficially owned 329,593 shares of common stock of
MusclePharm Corporation representing 4.64 percent (based on
7,100,768 shares of common stock issued and outstanding as of
May 14, 2013).  GRQ Consultants, Inc., owned 317,093 common
shares.  Mr. Honig is the president of GRQ Consultants.

A copy of the regulatory filing is available at:

                        http://is.gd/Of0wfi

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at March 31, 2013, showed $20.53 million in total
assets, $13.31 million in total liabilities and $7.22 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


N-VIRO INTERNATIONAL: Reduces Compensation Package for Executives
-----------------------------------------------------------------
At a meeting of the Board of Directors of N-Viro International
Corporation on May 10, 2013, the Board approved amendments to the
employment agreements of the Company's executive officers that
modifies and reduces the stock option grants provided in the
Agreements.

The Company entered into employment agreements with Timothy R.
Kasmoch, the Company's president and chief executive officer;
Robert W. Bohmer, the Company's executive vice president and
general counsel; and James K. McHugh, the Company's chief
financial officer, commencing Feb. 26, 2010.

On May 16, 2013, the Board approved a grant of stock options to
Messrs. Kasmoch, Bohmer and McHugh, which are immediately
exercisable for shares of the Company's common stock.  The grants
were made pursuant to both the Second Amended and Restated 2004
N-Viro International Corporation Stock Option Plan and the 2010
Plan.

All grants awarded on May 16, 2013, were priced at $1.25, the
prior 10 trading day average closing price of the Company's common
stock, in accordance with both the 2004 Plan and 2010 Plan.
Future grants required under each officer's Amendment will be
priced at the time of grant.

The awards to the officers were based on the recommendation of the
Compensation Committee of the Board, which considered, among other
things, each of the Officer's willingness to accept a lower base
compensation package.

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

                         http://is.gd/5W3b5n

                     About N-Viro International

Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, UHY LLP, in Farmington Hills,
Michigan, expressed substantial doubt about N-Viro's ability to
continue as a going concern, citing the Company's recurring
losses, negative cash flow from operations and net working capital
deficiency.

The Company reported a net loss of $1.6 million on $3.6 million of
revenues in 2012, compared with a net loss of $1.6 million of
$5.6 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.3 million
in total assets, $2.4 million in total liabilities, and a
stockholders' deficit of $49,286.


NEOMEDIA TECHNOLOGIES: Posts $9 Million Net Income in Q1
--------------------------------------------------------
NeoMedia Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $9.03 million on $602,000 of revenues for the three
months ended March 31, 2013, as compared with a net loss of
$165.53 million on $726,000 of revenues for the same period a year
ago.

The Company reported a net loss of $849,000 in 2011, compared with
net income of $35.09 million in 2010.

The Company's balance sheet at March 31, 2013, showed $5.23
million in total assets, $62.51 million in total liabilities, all
current, $5.18 million in convertible preferred stock and a $62.46
million total shareholders' deficit.

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

                        http://is.gd/AKbmuE

                          Amended Form 10-Q

NeoMedia Technologies has amended its interim report on Form 10?Q
for the period ended March 31, 2013, originally filed with the
Securities and Exchange Commission on May 24, 2013, to furnish
Exhibit 101 to the Form 10?Q, which contains the XBRL (eXtensible
Business Reporting Language) Interactive Data File for the
financial statements and notes included in Part I of the Form 10-
Q.  No other changes have been made to the Form 10?Q.  A copy of
the Amended Form 10-Q is available for free at:

                        http://is.gd/1sonxS

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

The Company reported a net loss of $849,000 in 2011, compared with
net income of $35.09 million in 2010.  The Company's balance sheet
at Sept. 30, 2012, showed $7.72 million in total assets, $83.09
million in total liabilities, all current, $4.84 million in series
C convertible preferred stock, $348,000 of series D convertible
preferred stock, and a $80.55 million total shareholders' deficit.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.


NEPHROS INC: To Receive $3 Million From Rights Offering
-------------------------------------------------------
Nephros, Inc., successfully completed its rights offering and
estimates that it will receive gross proceeds of $3 million.  In
addition, the concurrent temporary reduction in exercise price for
the Company's March 2011 warrants expired on May 17, 2013.

A portion of the proceeds will be used for the repayment of the
$1.3 million note, plus all accrued interest thereon ($46,800),
issued to Lambda Investors LLC, Nephros' largest stockholder, in
February 2013 in connection with its loan to Nephros, the payment
of an 8 percent sourcing/transaction fee ($104,000) in respect of
the note and an aggregate of $100,000 for reimbursement of Lambda
Investors' legal fees incurred in connection with the loan and the
rights offering. Based on holders of subscription rights who
exercised their basic subscription rights in full and subscribed
for additional shares of Common Stock pursuant to the over
subscription privilege, the rights offering was fully subscribed.
Nephros expects to issue a total of 5,000,000 shares of common
stock to the holders of subscription rights who validly exercised
their subscription rights and paid the subscription price in full,
including pursuant to the exercise of the over subscription
privilege.

Nephros will also receive gross proceeds of approximately $206,000
from holders of the warrants issued in March 2011 who validly
exercised their warrants during the period that Nephros
temporarily reduced the exercise price.  Nephros expects to issue
a total of 687,793 shares of common stock to these warrant
holders.

"Nephros is pleased to have closed the shareholders rights
offering and related temporary reduction in exercise price for the
March 2011 warrants," said John C. Houghton, president and chief
executive officer.  "The net proceeds from these transactions will
provide Nephros with funds to pursue the further commercialization
of our high performance liquid purification filters for the
Dialysis, Hospital and Military markets."

                            About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

Rothstein Kass, in Roseland, New Jersey, expressed substantial
doubt about Nephros, Inc.'s ability to continue as a going
concern, following its audit of the Company's financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred negative cash flow from operations
and net losses since inception.

The Company's balance sheet at March 31, 2013, showed $2.7 million
in total assets, $4.4 million in total liabilities, and a
shareholders' deficit of $1.7 million.


NEPHROS INC: Southpaw Owned 6.3% of Equity as of May 23
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Southpaw Credit Opportunity Master Fund LP
and its affiliates disclosed that, as of May 23, 2013, they
beneficially owned 1,145,278 shares of common stock of Nephros,
Inc., representing 6.3 percent of the shares outstanding.  A copy
of the regulatory filing is available at http://is.gd/T4XSSt

                            About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

Rothstein Kass, in Roseland, New Jersey, expressed substantial
doubt about Nephros, Inc.'s ability to continue as a going
concern, following its audit of the Company's financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred negative cash flow from operations
and net losses since inception.

The Company's balance sheet at March 31, 2013, showed $2.7 million
in total assets, $4.4 million in total liabilities, and a
shareholders' deficit of $1.7 million.


NEW ENGLAND COMPOUNDING: Suits to Be Conducted in Federal Court
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that all state and federal lawsuits against New England
Compounding Pharmacy Inc. will be conducted in U.S. District
Court in Boston.

According to the report, the U.S. Panel on Multidistrict
Litigation previously sent all federal court cases to U.S.
District Judge F. Dennis Saylor in Boston.  The company's
bankruptcy trustee asked Judge Saylor to gather in all state court
cases as well, even ones where NECP isn't named as a party.  In a
33-page opinion on May 31, Judge Saylor agreed to take in state
court suits so long as they include NECP as a party.  He won't
take suits where NECP is yet to be sued in an already pending
action.

The report notes that given the company's limited assets and
limited insurance, Judge Saylor said it may be difficult to wrap
up the suits with a settlement if some state court complaints go
ahead and end with large judgment diluting the recovery by other
injured parties.  Judge Saylor is also taking personal injury
lawsuits that were filed in bankruptcy court.

                   About New England Compounding

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012.
Daniel C. Cohn, Esq., at Murtha Cullina LLP, serves as counsel.
Verdolino & Lowey, P.C. is the financial advisor.

The Debtor estimated assets and liabilities of at least $1
million.  The Debtor owns and operates the New England Compounding
Center is located in Framingham, Mass.

The company said at the outset of bankruptcy that it would work
with creditors and insurance companies to structure a Chapter 11
plan dealing with personal injury claims.

The outbreak linked to the pharmacy has killed 39 people and
sickened 656 in 19 states, though no illnesses have been reported
in Massachusetts.  In October, the company recalled all its
products, not just those associated with the meningitis outbreak.

An official unsecured creditors' committee was formed to represent
individuals with personal-injury claims. The members selected
Brown & Rudnick LLP to be the committee's lawyers.


NEW LEAF: Buys 100% of Master Outstanding Shares for $2.9MM
-----------------------------------------------------------
New Leaf Brands, Inc., entered into a Stock Purchase Agreement, by
and among New Leaf Distribution Inc., a newly formed 100 percent
owned Delaware subsidiary of New Leaf Brands, Inc., and Master
Distributors Inc., for the Company to acquire 100 percent of the
shares of Common Stock of Master, which represents all of the
issued and outstanding shares of Master.

Upon closing of the Stock Purchase Agreement, Master entered into
a four year Employment Agreement with Morris Stodard to serve as
president.  The employment agreement contains standard non-compete
and non-disclosure agreements, provides for the grant of an
indeterminate number of stock options and the grant of 6,000,000
shares to Mr. Stodard.

On April 19, 2013, a closing was held pursuant to the Agreement.
The purchase price of the shares of Master under the Agreement is
$2,900,000 and is comprised of $1,150,000 of cash, of which
$125,000 was paid on or prior to closing, and 1,750 shares of a
newly created Series M Convertible Preferred Stock with a
liquidation preference of $1,000 per share.  The balance of the
cash portion of the purchase price is due in installments ranging
from $100,000 to $16,666 over the 30 months following the closing.
The Company applied funds from its working capital to meet its
obligations under the Agreement and will require additional
investor financing to complete the payment of the purchase price.
If the Company is unable to meet its obligations under the
Agreement, the Company may be required to return the stock of
Master to Mr. Stodard.

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

                      http://is.gd/Ptvgow

                         About New Leaf

Old Tappan, N.J.-based New Leaf Brands, Inc., is a diversified
beverage holding company acquiring brands, distributors and
manufacturers within the beverage industry.

EisnerAmper LLP, in New York City, expressed substantial doubt
about New Leaf's ability to continue as a going concern following
the 2011 financial results.  The independent auditors noted that
the Company has suffered recurring losses from operations, has a
working capital deficiency, was not in compliance with certain
financial covenants related to debt agreements, and has a
significant amount of debt maturing in 2012.

The Company reported a net loss of $6.68 million on $2.27 million
of net sales for 2011, compared with a net loss of $9.13 million
on $4.26 million of net sales for 2010.  The Company's balance
sheet at June 30, 2012, showed $1.49 million in total assets,
$3.97 million in total liabilities, and a $2.47 million total
stockholders' deficit.


NEWLAND INTERNATIONAL: Ch. 11 Plan Gets Confirmation
----------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the developer of
a Trump-brand hotel and casino in Panama received a New York
bankruptcy judge's approval of its prepackaged Chapter 11
reorganization plan after convincing the judge that its post-
bankruptcy revenue projections are reliable.

The bankruptcy judge earlier put off ruling on the prepackaged
Chapter 11 plan, saying he needs more proof that the company won't
end up back in bankruptcy in a year or two.

According to the report, under the plan, Newland International
Properties Corp., the real estate developer behind the $295
million Trump Ocean Club International Hotel & Tower in Panama
City, will pay back $220 million in debt by issuing new notes to
secured creditors.

Newland International Properties Corp. is a sociedad anonima
organized under the laws of the Republic of Panama. Newland is a
real estate development company established to develop the "Trump
Ocean Club International Hotel & Tower" in Panama City, Panama.
Trump Ocean Club is being developed as a multi-use luxury tower,
overlooking the Pacific Ocean, with luxury condominium residences,
a hotel condominium, a limited number of offices, and premier
leisure amenities. Trump Ocean Club will be located on the Punta
Pacifica Peninsula in Panama City, on approximately 2.8 acres
(11,200 square meters) of land, including approximately 295 lineal
feet (90 lineal meters) of oceanfront.


NEXT 1 INTERACTIVE: Delays Fiscal 2013 Annual Report
----------------------------------------------------
Next 1 Interactive, Inc., informed the U.S. Securities and
Exchange Commission regarding the delay in the filing of its
annual report on Form 10-K for the period ended Feb. 28, 2013.
The Company was not able to obtain all information prior to filing
date and the accountant was not able to complete the required
financial statements and management was not able to complete
Management's Discussion and Analysis of those financial statements
by May 29, 2013.

                      About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

As reported in the TCR on June 21, 2012, Sherb & Co., LLP, in Boca
Raton, Florida, issued a "going concern" qualification on the
consolidated financial statements for the year ended Feb. 29,
2012.  The independent auditors noted that the Company had an
accumulated deficit of $66,983,176 and a working capital deficit
of $14,546,150 at Feb. 29, 2012, net losses for the year ended
Feb. 29, 2012m of $13,651,066 and cash used in operations during
the year ended Feb. 29, 2012, of $4,822,423.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

For the nine months ended Nov. 30, 2012, the Company reported a
net loss of $2.92 million on $530,987 of total revenues, compared
with a net loss of $8.02 million on $1.10 million of total
revenues for the same period a year ago.  The Company's balance
sheet at Nov. 30, 2012, showed $5.05 million in total assets,
$14.60 million in total liabilities and a $9.55 million total
stockholders' deficit.


NIELSEN BUSINESS: S&P Assigns Preliminary 'B+' CCR; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned California-based trade
show operator Nielsen Business Media Holdings its 'B+' preliminary
corporate credit rating.  The outlook is stable.

"At the same time, we assigned the company's proposed $520 million
senior secured credit facilities our preliminary issue-level
rating of 'BB-' (one notch above the corporate credit rating),
with a preliminary recovery rating of '2', indicating our
expectation for substantial (70% to 90%) recovery for secured
lenders in the event of a payment default.  The facility consists
of a $90 million revolving credit facility due 2018 (undrawn at
closing) and a $430 million term loan due 2020," S&P said.

In addition, S&P assigned the company's proposed $200 million
senior unsecured notes due 2021 its preliminary issue-level rating
of 'B-' (two notches below the corporate credit rating), with a
preliminary recovery rating of '6', indicating S&P's expectation
for negligible (0% to 10%) recovery for unsecured lenders in the
event of a payment default.

The company will use the proceeds, along with about $350 million
of equity, to fund the buyout of the company for $950 million.

The 'B+' preliminary corporate credit rating reflects the
company's position as one of the larger players in the fragmented
trade show industry and the financial risk inherent in a leveraged
buyout.  S&P views the company's business risk profile as "fair"
based on the business' sensitivity to economic weakness,
concentration in several categories in the tradeshow industry,
along with its very high profitability.  S&P views the company's
financial risk profile as "highly leveraged" based on its high
leverage of 6.5x, pro forma as March 31, 2013.  Pro forma interest
coverage is 2.8x.

Nielsen is one of the largest trade show operators in the U.S. and
operates 68 trade shows and conferences each year, including 10 of
the 250 largest trade shows.  Trade shows are sensitive to
economic weakness and reductions in business travel, but the
migration of advertising and marketing services online has only
modestly hurt the sector.  The trade show market is highly
fragmented, but the company has the top trade show in the broad
range of industries in which it participates.  However, large
trade shows in the general merchandise and outdoor retail segments
generate over 40% of revenue.  During the economic downturn, trade
shows in the building and jewelry industries struggled and have
not returned to 2008 revenue levels.

The company has a very strong EBITDA margin of over 50%, much
higher than peers in the business to business media industry as a
result of Nielsen's limited exposure to print-based publishing, as
publishing represents less than 10% of revenues.  The company also
benefits from the high percentage of large trade shows in its
portfolio, which generally have higher profitability.


NPS PHARMACEUTICALS: Prices Public Offering of Common Stock
-----------------------------------------------------------
NPS Pharmaceuticals, Inc., announced the pricing of an
underwritten public offering of 6,000,000 shares of its common
stock at a price of $14.53 per share to the public.  All of the
shares are being sold by NPS.  The gross proceeds to NPS from this
offering are expected to be approximately $87.2 million, before
deducting underwriting discounts and commissions, and other
estimated offering expenses payable by NPS.  The offering is
expected to close on or about May 24, 2013, subject to the
satisfaction of customary closing conditions.

J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting
as joint book-running managers for the offering.  Canaccord
Genuity Inc. and Leerink Swann LLC are acting as lead co-managers
for the offering and Oppenheimer & Co. Inc. and Wedbush PacGrow
Life Sciences are acting as co-managers for the offering.  NPS has
granted the underwriters a 30-day option to purchase up to an
additional 900,000 shares of common stock to cover over-
allotments, if any.

                      Underwriting Agreement

On May 21, 2013, NPS Pharmaceuticals entered into an Underwriting
Agreement, among the Company, and J.P. Morgan Securities LLC and
Morgan Stanley & Co. LLC, as representatives for the underwriters
named therein, relating to an underwritten public offering of
6,000,000 shares of its common stock, $0.001 par value per share,
at a price to the public of $14.53 per share.  Under the terms of
the Underwriting Agreement, the Company granted the underwriters a
30-day option to purchase up to an additional 900,000 shares of
common stock at the Offering Price, less underwriting discounts
and commissions.  The Company expects to receive approximately
$81.1 million in net proceeds from the offering after deducting
underwriting discounts and commissions and other offering expenses
payable by the Company, assuming no exercise by the underwriters
of their option to purchase additional shares, or approximately
$93.4 million if the underwriters exercise their option to
purchase additional shares in full.

The shares are expected to be delivered to the underwriters on or
about May 28, 2013, subject to the satisfaction of customary
closing conditions.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS reported a net loss of $36.26 million in 2011, a net loss of
$31.44 million in 2010 and a net loss of $17.86 million in 2009.
The Company's balance sheet at March 31, 2013, showed
$188.46 million in total assets, $192.71 million in total
liabilities, and a $4.24 million total stockholders' deficit.


O'DONNELL STRATEGIC: Incurs $20,894 Net Loss in First Quarter
-------------------------------------------------------------
O'Donnell Strategic Industrial REIT, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $20,894 on $158,750
of revenues for the three months ended March 31, 2013.

As of March 31, 2013, the Company had only three full months of
operating history on its two existing real estate properties.

The Company's balance sheet at March 31, 2013, showed $6.7 million
in total assets, $4.7 million in total liabilities, and
stockholders' equity of $2.0 million.

"As discussed in Note 12 to our condensed consolidated unaudited
financial statements included in this Quarterly Report on Form
10Q, on May 7, 2013, we terminated our Dealer Manager Agreement
with SC Distributors, LLC.  If we do not engage a new dealer
manager, we may not be able to raise any additional Offering
proceeds.  To date, the amount of proceeds raised from the
Offering was insufficient to allow the Company to reimburse the
Advisor for organization, offering and operating expenses,
accordingly, the Company is reliant upon the Advisor for financial
support.  The principal owner of the Advisor has informed the
Company that he, directly or through the Advisor or affiliated
entities, will provide financial support, if necessary, through
April 1, 2014, to sustain the financial viability of the Company.

"If the Company is not able to raise sufficient capital in the
future, its ability to achieve its intended business objectives
would be adversely impacted.  Subsequent to April 1, 2014, there
are no known sources of liquidity sufficient to support the
organization, offering and operating expenses of the Company.  As
a result, the Company can give no assurance that the Advisor or
affiliated entities will have the ability and/or willingness to
satisfy the Company's cash flow needs beyond April 1, 2014.  These
circumstances raise substantial doubt as to the Company's ability
to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/aIY5U7

               About O'Donnell Strategic Industrial

Newport Beach, Calif.-based O'Donnell Strategic Industrial REIT,
Inc., a newly formed company and has limited operating history.
The Company was incorporated on Sept. 2, 2010, under the laws of
the state of Maryland and intends to acquire and manage a
diversified portfolio of income-producing industrial real estate
assets, comprised primarily of warehouse properties leased to
creditworthy tenants.

The Company was initially capitalized with $202,000, $200,000 of
which was contributed by O'Donnell Strategic Industrial Advisors,
LLC (the Company's "Advisor") on Oct. 11, 2010, in exchange for
22,222 shares of the Company's common stock, and $1,000 of which
was contributed by the Advisor on Oct. 11, 2010, in exchange for
1,000 shares of the Company's convertible stock.  In addition, the
Advisor invested $1,000 in the Company's Operating Partnership in
exchange for its limited partnership interests.


OCD LLC: June 6 Hearing on Receiver's Possession of Property
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on June 6, 2013, at 10 a.m., consider
motion to authorize receiver to retain possession of OCD, LLC's
property.

FTL Lorian related that almost two years ago, a Colorado state
court appointed the receiver to take control of certain real
property that the Debtor owns and for which it has development
rights under Colorado law.  FTL has a first priority lien on the
real property which secures a defaulted prepetition debt of
approximately $11,552,842, exclusive of attorneys' fees and costs.
Since his appointment, the receiver has financed the construction
of the property, paid real estate taxes and utility charges, and
maintained insurance on the property.  In contrast, the Debtor and
its affiliate, OCD Telluride, LLC, have not made any payments on
the underlying obligation since making a payment in February 2012
of less than $1,200, and did not make any payments for over
a year prior to making a single payment of $250,000 in July 2011,
despite the fact that the debt matured in June 2010.

FTL Lorian sought relief from the turnover provisions of Section
543 of the Bankruptcy Code.  FTL requested that the Court permit
the receiver to remain in possession of the real property and to
continue to exercise all of the powers conferred upon the receiver
by the receivership orders, including, without limitation,
preservation and completion of development of the real property
and preparing the real property for marketing and sale once
development is complete.

According to FTL Lorian:

   1. the Debtor has no income to fund a reorganization;

   2. Use of the property will benefit of the creditors; and

   3. The Debtor committed mismanagement.

FTL Lorian is represented by:

         Mark A. Salzberg
         PATTON BOGGS, LLP
         2550 M Street, NW
         Washington, DC 20037
         Tel: (202) 457-6000
         Fax: (202) 457-6315
         E-mail: msalzberg@pattonboggs.com

         Aaron A. Boschee
         1810 California Street, Suite 4900
         Denver, CO 80202
         Tel: (303) 830-1776
         Fax: (303) 894-9239
         E-mail: aboschee@pattonboggs.com

                          About OCD, LLC

OCD, LLC, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
13-22416) on March 12, 2013.  Charles E. Dewey, Jr., signed the
petition as managing member.  Reich Reich & Reich, P.C., serves as
the Debtor's counsel. The Debtor disclosed $28,014,340 in assets
and $17,021,500 in liabilities as of the Chapter 11 filing.


OCD LLC: Reich Reich Approved as Bankruptcy Counsel
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized OCD, LLC to employ Reich, Reich & Reich, P.C. as
counsel.

OCD, LLC, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
13-22416) on March 12, 2013.  Charles E. Dewey, Jr., signed the
petition as managing member.  Reich Reich & Reich, P.C., serves as
the Debtor's counsel. The Debtor disclosed $28,014,340 in assets
and $17,021,500 in liabilities as of the Chapter 11 filing.


OLD SECOND: Stockholders Elect Three Directors to Board
-------------------------------------------------------
Old Second Bancorp, Inc., held its annual meeting of stockholders
on May 21, 2013, at which the stockholders elected Edward Bonifas,
William Meyer and William Skoglund to the Board of Directors to
serve a three-year term expiring 2016.  The stockholders approved
the compensation of the Company's named executive officers and
approved the holding of future advisory votes regarding executive
compensation every year.  The stockholders approved the Amended
and Restated Rights Agreement and Tax Benefits Preservation Plan,
between Old Second Bancorp, Inc., and Old Second National Bank, as
Rights Agent, dated Sept. 12, 2012, and ratified Plante & Moran,
PLLC, as the Company's independent registered public accounting
firm for the year ended Dec. 31, 2013.

                         About Old Second

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.

Old Second reported a net loss available to common stockholders of
$5.05 million in 2012, as compared with a net loss available to
common stockholders of $11.22 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $1.95 billion in total
assets, $1.87 billion in total liabilities and $75.85 million in
total stockholders' equity.


OLYMPIC HOLDINGS: Disclosure Statement Continued to June 19
-----------------------------------------------------------
Olympic Holdings, LLC, and secured creditors JP Morgan Chase,
N.A., and Dauss Funding LLC, the holders of a promissory notes and
deed of trusts made by the Debtor on the Debtor's property located
at 4851 S. Alameda Street, in Los Angeles, California, entered
into a court-approved stipulation to continue the hearing on the
approval of the disclosure statement explaining the Debtor's Plan
to June 19, 2013, 10:00 a.m.  M. Jonathan Hayes, Esq., Matthew D.
Resnik, Esq., and Roksana D. Moradi, Esq., at Simon Resnik Hayes
LLP, in Sherman Oaks, California, represent the Debtor.

                      About Olympic Holdings

Beverly Hills, California-based Olympic Holdings, LLC, filed
a bare-bones Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-32707) on June 29, 2012, in Los Angeles.  The Debtor estimated
assets and liabilities at $10 million to $50 million.

Affiliates of the Debtor that filed separate Chapter 11 petitions
in the same Court are Wooton Group, LLC (Case No. 12-31323, filed
June 19, 2012) and Golden Oak Partners, LLC (Case No. 12-33650
filed July 9, 2012).

The Debtor is a California Limited Liability Company formed in
1996 which owns and manages real property.  This is a single asset
case.  The Debtor owns property comprised of three (3)
continguous, multi-tenant industrial/warehouse buildings located
at 4851 S. Alameda Street, in Los Angeles, California.


OMTRON USA: Asks for Plan Filing Exclusivity Until Aug. 16
----------------------------------------------------------
Omtron USA, LLC, asks the U.S. Bankruptcy Court for the Middle
Disrict of North Carolina to extend the period during which the
Debtor has the exclusive right to file a Chapter 11 plan by
approximately 70 days through and including Aug. 16, 2013, and
extend the period during which the Debtor has the exclusive right
to solicit acceptances of that plan through and including Oct. 14,
2013.

Duff & Phelps, the Debtor's investment bankers, has continued in
its efforts to sell substantially all of the assets of the Debtor
as a "going concern", which efforts have resulted in a motion
being filed with the Court on May 3, 2013, to approve procedures
relating to bidding and the process for the sale and auction of
the assets.  "It is anticipated that the auction as contemplated
by the Sale Motion won't take place until July 15, 2013.  The
Debtor will not be able to finalize a plan until such time as the
auction has been completed.  The requested relief will further
extend the Exclusive Periods to allow for the finalization of the
sale process, including the review of various bids that are
received, and the completion of an auction of the assets and
approval of the successful bidder as the purchaser of the assets.
The protection of the Exclusive Periods will allow the Debtor to
focus on maximizing recoveries for creditors and negotiating a
proper wind down of the estate, without the distraction of any
competing plans," Christine L. Myatt, Esq., at Nexsen Pruet, the
attorney for the Debtor, states.

The Debtor is also represented by Martha B. Chovanes, Esq., and
John H. Strock, Esq., at Fox Rothschild LLP.

On May 22, 2013, the Official Committee of Unsecured Creditors
filed an objection to the Debtor's request for extension of the
Exclusive Periods.  William B. Sullivan, Esq., at Womble Carlyle
Sandridge & Rice, LLP, the attorney for the Committee, says that
given the high administrative costs already incurred and that will
be incurred in keeping the case in Chapter 11 and the fact that
the claims filed by creditors in this case far exceed the
anticipated sale proceeds, the Committee believes that the most
effective and efficient means of resolving this case post-sale is
through the conversion of the case to a Chapter 7 liquidation or
the filing of a liquidating plan that will assign the
responsibility for liquidating claims and making distributions to
a liquidating trustee.  The Committee is also represented by
Jennifer B. Lyday, Esq., at Womble Carlyle, and Jeffrey D. Prol,
Esq., and Cassandra M. Porter, Esq., at Lowenstein Sandler LLP.

William P. Miller, Esq., the U.S. Bankruptcy Administrator, also
objects to the extension, saying that the Debtor has not filed the
status report required by the operating order, although it may be
filed later.  "As the Debtor has not met its burden to show cause,
the Motion to Extend the Exclusivity period should be denied.
Committee, which has expressed an interest in filing a Plan,"
Mr. Miller states.

                         About Omtron USA

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  On Dec. 21, 2012, the
Delaware Court entered its order granting the transfer of the
Debtor's case to U.S. Bankruptcy Court for the Middle District of
North Carolina, under Case No. 12-81931.

John H. Strock, III, Esq., at Fox Rothschild LLP, in Wilmington,
Delaware, serves as counsel to the Debtor.  Duff & Phelps
Securities LLC serves as investment banker, Upshot Services LLC as
its claims and noticing agent.  The Debtor listed $40,633,406 in
assets and $4,518,756 and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.

The three-member Official Committee of Unsecured Creditors tapped
to retain Lowenstein Sandler LLP and Womble Carlyle Sandridge &
Rice, LLP, as its counsel and CohnReznick, LLP, as its financial
advisor.


OMTRON USA: Facilities to be Auctioned on July 15
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that poultry producer Omtron USA LLC will sell most of the
assets at auction on July 15.

The facilities up for sale include three processing plants, two
feed mills, a hatchery, and a maintenance shop.  Two buyers
already made offers aggregating almost $6 million for most of the
assets.  The facilities are not operating.

According to the report, under sale procedures approved last week
by the U.S. Bankruptcy Court in Durham, North Carolina, bids are
due July 10, preceding the July 15 auction and a hearing on
July 17 for approval of sale.

                         About Omtron USA

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  On Dec. 21, 2012, the
Delaware Court entered its order granting the transfer of the
Debtor's case to U.S. Bankruptcy Court for the Middle District of
North Carolina, under Case No. 12-81931.

John H. Strock, III, Esq., at Fox Rothschild LLP, in Wilmington,
Delaware, serves as counsel to the Debtor.  Duff & Phelps
Securities LLC serves as investment banker, Upshot Services LLC as
its claims and noticing agent.  The Debtor listed $40,633,406 in
assets and $4,518,756 and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.

The three-member Official Committee of Unsecured Creditors tapped
to retain Lowenstein Sandler LLP and Womble Carlyle Sandridge &
Rice, LLP, as its counsel and CohnReznick, LLP, as its financial
advisor.


ONDOVA LIMITED: Texas Firms' Fees Slashed $1.4MM
------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that a Texas federal judge
slashed more than $1.4 million in fees that Gardere Wynne Sewell
LLP and two other firms can recover from a court-ordered
receivership against the principal of bankrupt Ondova Ltd., after
the Fifth Circuit ordered the receivership to wind down.

According to the report, after the Fifth Circuit in December
reversed Ondova principal Jeff Baron's receivership, U.S. District
Judge Royal Furgeson told Gardere, Dykema Gossett PLLC  and Munsch
Hardt Kopf & Harr PC that they would receive reduced funds from
the receivership's remaining $1.6 million.

                    About Ondova Limited Company

Carrollton, Texas-based Ondova Limited Company, a former Internet
domain name registrar, filed a voluntarily Chapter 11 bankruptcy
case (Bankr. N.D. Tex. Case No. 09-34784) on July 27, 2009, at a
time when Ondova was still controlled by Ondova's former president
and sole equity owner, Jeffrey Baron.  Ondova Limited Company, dba
Compana, LLC, and dba budgetnames.com, performed a "middle man"
registration activity pursuant to a license it had from the
Internet Corporation for Assigned Names and Numbers -- which is,
essentially, a creature of the United States Department of
Commerce -- and also pursuant to an agreement with Verisign, Inc.,
which is a private corporation that essentially acts as the
operator of the huge ".com" and ".net" registries.  Verisign is
not in any way related to Ondova.

Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow, PC, serves
as Ondova's bankruptcy counsel.  In its petition, Ondova estimated
$1 million to $10 million in both assets and debts.  The petition
was signed by Mr. Baron.

A Plan of Liquidation was confirmed in the Chapter 11 case.  The
Joint Plan contemplates approval and implementation of (a) a so-
called "Plan Settlement" between the Ondova bankruptcy estate and
the Receivership Entities; (b) a sale of significant assets
contributed to the Joint Plan by the Receivership; (c) the
creation of a Liquidating Trust to accept substantially all the
assets and liabilities of both the Ondova bankruptcy estate and
the Receivership, which Liquidating Trust would resolve and pay
all remaining claims of and against the Receivership and the
Debtor, with a return of residual funds or assets to Mr. Baron
after the satisfaction of all claims; and (d) certain releases of
parties and professionals.


ORCHARD BRANDS: S&P Withdraws All Ratings Including 'B' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings,
including the 'B' corporate credit rating, on Beverly, Mass.-based
specialty apparel retailer Orchard Brands Corp.

S&P withdrew the ratings at the company's request.  The company is
not pursuing its proposed refinancing.


ORMET CORP: Bankruptcy Court Approves Sale of Assets to Smelter
---------------------------------------------------------------
On June 3, the United States Bankruptcy Court for the District of
Delaware approved the sale of substantially all of the assets of
Ormet Corporation, a leading producer of primary aluminum, and
certain of its affiliates to Smelter Acquisition, LLC, a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.  Ormet Corporation and certain of its
affiliates filed for bankruptcy protection in the United States
Bankruptcy Court for the District of Delaware in late February to
effectuate a financial restructuring of the Company.  In
connection with its restructuring, the Company received aggregate
commitments of $90 million of DIP Financing, consisting of $30
million in Term DIP financing from Wayzata and a $60 million DIP
facility from Wells Fargo, which replaced its $60 million pre-
petition revolver with Ormet.  The DIP financings provided the
Company with sufficient liquidity to meet ongoing obligations and
ensure the uninterrupted continuation of operations during the
restructuring.

After giving effect to the transaction with Smelter Acquisition,
the business will shed substantially all of its legacy liabilities
and emerge with a much stronger balance sheet and sole equity
sponsor in Wayzata.  The Company does not anticipate that the
acquisition will impact Ormet's ordinary course operations.

"Ormet made a major step forward today in finalizing our purchase
agreement with Smelter Acquisition, LLC.  The remaining gating
issue for Ormet to exit from bankruptcy is approval of a suitable
amendment to the current power arrangement authorized by the
Public Utilities Commission of Ohio (PUCO).  Ormet will be
submitting a requested amendment to the PUCO shortly. I want to
thank the Governor, the State of Ohio, JobsOhio, our legislators,
our employees, the USW and our community for the support that they
have given us to reach this point," said Mike Tanchuk President
and CEO.

The Asset Purchase Agreement is subject to typical closing
conditions, as well as satisfactory relief from the PUCO relating
to the Company's power arrangements.

A copy of the Sale Order will be available on the Company's
website at http://www.ormet.com

Information about the Chapter 11 case, including access to court
filings, can be obtained at http://www.kccllc.net/ormetor through
a link to this service on the Company's website.

                       About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Attorneys at Dinsmore & Shohl LLP and Morris, Nichols, Arsht&
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.


OTELCO INC: Cancels Registration of IDS and Class A Shares
----------------------------------------------------------
Otelco Inc. filed a Form 15 with the U.S. Securities and Exchange
Commission to terminate the registration of:

   * Income Deposit Securities (representing shares of Class A
     Common Stock, $0.01 par value per share, and 13 percent
     Senior Subordinated Notes due 2019); and

   * Class A Common Stock, $0.01 par value per share.

On May 6, 2013, the United States Bankruptcy Court for the
District of Delaware entered an order confirming the joint
prepackaged plan of reorganization of the Company and its direct
and indirect subsidiaries.  On May 24, 2013, the Plan became
effective and was consummated.  On the Effective Date, all
outstanding Old Common Stock and Notes, including the Old Common
Stock and Notes constituting part of the IDSs, were cancelled.

The NASDAQ Stock Market LLC also filed a Form 25 with the SEC
regarding the removal from listing of the Company' s Income
Deposit Securities.

                        About Otelco Inc.

Oneonta, Alabama-based Otelco Inc. operates eleven rural local
exchange carriers ("RLECs") serving subscribers in north central
Alabama, central Maine, western Massachusetts, central Missouri,
western Vermont and southern West Virginia.

On March 24, 2013, the Company and each of its direct and indirect
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-
10593) in order to effectuate their prepackaged Chapter 11 plan of
reorganization -- a plan that already has been accepted by 100% of
the Company's senior lenders, as well as holders of over 96% in
dollar amount of Otelco's senior subordinated notes who cast
ballots.  Otelco's restructuring plan will strengthen the Company
by deleveraging its balance sheet and reducing its overall
indebtedness by approximately $135 million.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Partners.  The
restructuring counsel for the administrative agent for the senior
lenders is King & Spalding LLP and its financial advisor is FTI
Consulting.


OVERLAND STORAGE: Amends 14.5 Million Shares Prospectus
-------------------------------------------------------
Overland Storage, Inc., filed an amendment to its Form S-1
registration statement relating to the registration of 14,518,830
shares of common stock.

On Feb. 13, 2013, the Company issued $13,250,000 convertible
promissory notes in a private placement.  The Notes are
convertible into 10,192,304 shares of common stock at an initial
conversion price of $1.30 per share and automatically convert into
shares of common stock upon the occurrence of certain events.

The Company has also registered for resale by Cyrus Opportunities
Master Fund II, Ltd., CRS Master Fund, L.P., Crescent 1, L.P., et
al., up to an additional 4,326,526 shares of common stock in the
event of interest payments on the Notes in shares of common stock.
The Company will not receive any of the proceeds from the shares
of common stock sold by these selling shareholders.

The Company's common stock is traded on The NASDAQ Capital Market
under the symbol "OVRL".  On May 21, 2013, the last reported sale
price for the Company's common stock on The NASDAQ Capital Market
was $1.15 per share.  The Notes are not listed on any national
securities exchange.

A copy of the Amended Prospectus is available at:

                        http://is.gd/eGsRxn

                       About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.  For the nine months ended March 31, 2013, the
Company incurred a net loss of $14.22 million on $35.95 million of
net revenue, as compared with a net loss of $13.46 million on
$44.33 million of net revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $38.40
million in total assets, $44.79 million in total liabilities and a
$6.38 million total shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


PATRIOT COAL: Miners to Protest Bankruptcy
------------------------------------------
The Associated Press reported that members of the United Mine
Workers are planning a demonstration in western Kentucky to
protest the potential loss of benefits for thousands of retired
miners and their families.

According to the report, the union says it will bring about 30
busloads of miners, retirees and families to Henderson to protest
plans by Patriot Coal Corp. to modify pensions and health
benefits.

The Gleaner reports that the protest will be held Tuesday at the
Henderson County Courthouse.

A federal judge ruled that Patriot can proceed with significant
cuts to health care and pension benefits to thousands of workers
and retirees, the report related. The miners' union is planning to
appeal.

Union leaders allege that Patriot was saddled with unsustainable
pension costs when its parent company, Peabody Coal, jettisoned it
as a separate company in 2007, the report said.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis& Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Files 3rd Amendment to Certain of the Debtors' SALs
-----------------------------------------------------------------
Patriot Coal Corporation, et al., filed with the U.S. Bankruptcy
Court for the Eastern District of Missouri on June 3, 2013, a
third amendment to certain of the Debtors' Schedules of Assets and
Liabilities, reflecting the addition of certain creditors.

A copy of the Third Amendment to the Schedules is available at:

     http://bankrupt.com/misc/patriotcoal.doc4094.pdf

On Sept. 19, 2012, the Debtors filed their Schedules of Assets and
Liabilities [Docket No. 578] and Statements of Financial Affairs
[Docket No. 579], as amended on Jan. 15, 2013 [Docket No. 1996],
and Feb. 20, 2013 [Docket No. 2888].

A copy of the Second Amendment to the Schedules is available at:

     http://bankrupt.com/misc/patriotcoal.doc2888.pdf

A copy of the First Amendment to the Schedules is available at:

     http://bankrupt.com/misc/patriotcoal.doc1996.pdf

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis& Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PEDEVCO CORP: Incurs $1.5-Mil. Net Loss in First Quarter
--------------------------------------------------------
PEDEVCO Corp. filed its quarterly report on Form 10-Q, reporting a
net loss of $1.5 million on $269,067 of revenue for the three
months ended March 31, 2013, compared with a net loss of $662,037
on $0 revenue for the same period last year.

The Company's balance sheet at March 31, 2013, showed
$19.3 million in total assets, $13.8 million in total liabilities,
and stockholders' equity of $5.5 million.

According to the regulatory filing, the Company has incurred
losses from operations of $14,258,011 from the date of inception
(Feb. 9, 2011) through March 31, 2013, and has negative working
capital of $9,321,987 at March 31, 2013.  "Additionally, the
Company is dependent on obtaining additional debt and/or equity
financing to roll-out and scale its planned principal business
operations.  These factors 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/i5e7B4

Danville, Calif.-based PEDEVCO Corp. is an energy company engaged
in the acquisition, exploration, development and production of oil
and natural gas resources in the United States, with a primary
focus on oil and natural gas shale plays and a secondary focus on
conventional oil and natural gas plays.  Its current operations
are located primarily in the Niobrara Shale play in the Denver-
Julesburg Basin in Morgan and Weld Counties, Colorado, the Eagle
Ford Shale play in McMullen County, Texas, and the Mississippian
Lime play in Comanche, Harper, Barber and Kiowa Counties, Kansas.
It also holds an interest in the North Sugar Valley Field in
Matagorda County, Texas, though it considers this a non-core
asset.


PEOPLE WHO CARE: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: People Who Care Youth Center, Inc.
        1500 W. Slauson Avenue
        Los Angeles, CA 90047

Bankruptcy Case No.: 13-24438

Chapter 11 Petition Date: May 31, 2013

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

Judge: Robert N. Kwan

Debtor's Counsel: Dennis E. McGoldrick, Esq.
                  350 S. Crenshaw Boulevard, Suite A207B
                  Torrance, CA 90503
                  Tel: (310) 328-1001
                  E-mail: dmcgoldricklaw@yahoo.com

Scheduled Assets: $2,034,673

Scheduled Liabilities: $1,592,824

A copy of the Company's list of its four unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb13-24438.pdf

The petition was signed by Charles Battle, executive director.


PEREGRINE FINANCIAL: Former Corporate HQ Sold to Spiegel
--------------------------------------------------------
GA Keen Realty Advisors, a division of Great American Group, Inc.,
sold the 48,250-square-foot office building in Cedar Falls, Iowa,
that once served as the corporate headquarters to Peregrine
Financial Group.

The buyer, Spiegel Family Realty Company Iowa, LLC, emerged as the
successful bidder at an auction conducted by GA Keen Realty
Advisors with a winning bid of $3,255,000.  The successful bid was
$505,000 over the accepted stalking-horse bid.  The closing is
expected to occur in June.

"We are pleased with this sale and the process GA Keen Realty
Advisors ran.  We had outstanding interest in the property with
numerous groups requesting additional information and inspecting
the property.  The auction came down to two buyers and Spiegel
Family Realty Company was ultimately the successful bidder," said
Michael M. Eidelman, the Court appointed receiver and co-chair of
the bankruptcy group at Vedder Price P.C.

"We're hoping to find a tenant or tenants to bring some jobs back
to the community and to the building," said A.J. Spiegel, owner
and president of Spiegel.

Mr. Eidelman expressed great satisfaction with the speed and
efficiency of GA Keen Realty Advisors' marketing efforts.

"I retained GA Keen Realty Advisors on February 22, 2013, and they
successfully brought me a $2,750,000 stalking horse contract
within eight weeks," said Mr. Eidelman.  "The stalking horse,
California-based Karlin Real Estate, LLC, agreed to buy the
property subject to overbids."

GA Keen Realty Advisors thereafter solicited overbids, and
according to Mr. Eidelman: "successfully maximized the value of
this property."

The building is the former headquarters of Peregrine Financial
Group (PFG), owned by Russell Wasendorf, Sr., which filed for
bankruptcy in July 2012.

                About GA Keen Realty Advisors, LLC

Located in New York, GA Keen Realty Advisors --
http://www.greatamerican.com/keen-- provides real estate
analysis, valuation and strategic planning services, brokerage,
M&A, auction services, lease restructuring services and real
estate capital market services.

                    About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PETRON ENERGY: Incurs $8.3 Million Net Loss in 2012
---------------------------------------------------
Petron Energy II, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, as amended,
disclosing a net loss of $8.32 million on $326,343 of total
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $3.12 million on $199,387 of total revenue for the year
ended Dec. 31, 2011.

As of Dec. 31, 2012, the Company had $2.31 million in total
assets, $7.47 million in total liabilities and a $5.16 million
total stockholders' deficit.

KWCO, PC, in Odessa, TX, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company's
significant operating losses since inception raise substantial
doubt about its ability to continue as a going concern.

A copy of the Form 10-K, as amended, is available at:

                        http://is.gd/A2Il1c

The Company separately filed with the SEC amendment no. 1 to the
quarterly report on Form 10-Q for the quarterly period ended
March 31, 2013, filed with the SEC on May 20, 2013, to make
adjustments to certain financial statements.  The Amendment speaks
as of the original filing date of the Form 10-Q, does not reflect
events that may have occurred subsequent to the original filing
date, and does not modify or update in any way disclosures made in
the original Form 10-Q.  A copy of the amended Form 10-Q is
available at http://is.gd/v2bA7c

                        About Petron Energy

Dallas-based Petron Energy II, Inc., is engaged primarily in the
acquisition, development, production, exploration for and the sale
of oil, gas and gas liquids in the United States.  As of Dec. 31,
2011, the Company is operating in the states of Texas and
Oklahoma.  In addition, the Company operates two gas gathering
systems located in Tulsa, Wagoner, Rogers and Mayes counties of
Oklahoma.  The pipeline consists of approximately 132 miles of
steel and poly pipe, a gas processing plant and other ancillary
equipment.  The Company sells its oil and gas products primarily
to a domestic pipeline and to another oil company.

The Company's balance sheet at March 31, 2013, showed
$2.24 million in total assets, $3.47 million in total liabilities,
and a stockholders' deficit of $1.23 million

"The Company has incurred a net loss of $383,589 for the quarter
ended March 31, 2013 (2012 - $6,552,438) and at March 31, 2013,
had an accumulated deficit of $20,204,812 (2012 ? $19,711,848).
While the Company has recognized revenues from operations, the
revenues generated are not sufficient to sustain operations.  The
Company does not have sufficient funds to acquire new business
assets or maintain its existing operations at this time.
Management's plan is to raise equity and/or debt financing as
required but there is no certainty that such financing will be
available or that it will be available at acceptable terms.  The
outcome of these matters cannot be predicted at this time,"
according to the Company's quarterly report for the period ended
March 31, 2013.


PHOENIX GARDEN: May Use One West's Cash Collateral Thru July 12
---------------------------------------------------------------
Bankruptcy Judge Nancy V. Alquist gave her stamp of approval on a
fifth stipulation and consent order allowing Phoenix Garden LLC to
continue using the cash collateral of One West Bank, FSB, through
July 12, 2013.  As further adequate protection for the bank, the
Debtor will pay the bank $33,306 on or before June 12, 2013, and
on or before July 12, 2013. In the event that any funds are
contributed by the managing member, those funds contributed will
be treated as contributions to capital and not as loans.

A copy of the May 29, 2013 Fifth Stipulation and Consent Order is
available at http://is.gd/XAyX9yfrom Leagle.com.

Phoenix Garden LLC filed a Chapter 11 petition (Bankr. D. Md. Case
No. 12-28083) on Oct. 3, 2012.  The Debtor owns and operates two
apartment complexes in Baltimore, one known as Oakford Apartments,
3801-3815 Oakford Avenue, and the other known as the Denmore
Apartments, 5018-5032 Denmore Avenue.

The Debtor is represented by:

          Michael G. Wolff, Esq.
          15245 Shady Grove Road
          Suite 465 North Lobby
          Rockville, MD 20850
          Tel: (301) 984-6266
          E-mail: mwolff@gwolaw.com

Attorneys for One West Bank, FSB are:

          Alan M. Grochal, Esq.
          Catherine K. Hopkin, Esq.
          TYDINGS & ROSENBERG LLP
          100 E. Pratt Street, 26th Floor
          Baltimore, MD 21202
          Tel: 410-752-9700
          E-mail: agrochal@tydingslaw.com
                  chopkin@tydingslaw.com


PINNACLE AIRLINES: Court Issues Final Decree to Close Cases
-----------------------------------------------------------
U.S. Bankruptcy Judge Robert Gerber on May 28 issued a final
decree closing the Chapter 11 cases of Pinnacle Airlines Corp.'s
four subsidiaries.

The decision came barely a month after the parent company, Colgan
Air Inc., Mesaba Aviation Inc., Pinnacle Airlines Inc. and
Pinnacle East Coast Operations Inc., officially emerged from
bankruptcy protection on May 1.

The parent's bankruptcy case will remain open, however, according
to its lawyer, Darren Klein of Davis Polk & Wardwell LLP.

Any payment to creditors of the reorganized companies under the
restructuring plan will be made from the "unsecured claims trust"
or the main case since the plan contemplates the consolidation of
the estates for purposes of distributions, Mr. Klein also said.

Judge Gerber approved the plan on April 17, under which secured
creditors will be paid in full while union and unsecured creditors
will recover less than 1% on claims.  The plan was laid out in an
agreement among Delta, Pinnacle, and the unsecured creditors'
committee.

After bankruptcy, Pinnacle will continue as a feeder airline for
Atlanta-based Delta operating 81 regional jets with 76 seats.

                       About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.


PITTSBURGH CORNING: Plan Order Revised to Correct Errors
--------------------------------------------------------
On May 16, 2013, Judge Judith Fitzgerald of the U.S. Bankruptcy
Court issued a Memorandum Opinion and Interim Order confirming
Pittsburgh Corning Corporation's Third Amended Plan of
Reorganization, and provided interested parties the opportunity to
file motions for reconsideration so that the Court could correct
any typographical or scrivener's errors or any omissions or
inaccuracies.  Mt. McKinley Insurance Company and Everest
Reinsurance Company and Certain Underwriters at Lloyd's, London
and Certain London Market Insurers filed motions for
reconsideration.  A third motion for reconsideration was filed
collectively by the Debtor, the Asbestos Creditors' Committee, the
Future Claimants' Representative, Pittsburgh Plate Glass Company
and Corning Glass Works.  A hearing was held on May 23, 2013, and
the Court, in a revised memorandum opinion dated May 24, 2013,
revises in part the Interim Memorandum Opinion and Interim Order
to correct typographical and scrivener's errors and to make
certain of the changes requested by the parties.  Any change
requested in a motion for reconsideration not specifically
referred to herein or in the Confirmation Order is, to the extent
and in the form that a change requested by a party appears herein,
accepted by the Court.

In its motion for reconsideration Mt. McKinley argues that the PPG
and Corning Trust Funding Agreements are not signed and therefore
binding commitments to fund the Plan do not exist.  However, the
obligation to fund is dependent on entry of a final non-appealable
order confirming the Plan, the Court pointed out. Thus, any
commitment to fund is conditional on occurrence of that event and
only those parties who do fund will receive the benefit of the
channeling injunction, the Court said.

Judge Fitzgerald ruled that Mt. McKinley is not harmed by the
Plan.  Despite its protestations to the contrary, its burdens are
not increased and its rights under the subject insurance policies
are not impaired, Judge Fitzgerald said.

Mt. McKinley repeatedly argues the import of In re Global Indus.
Technologies, Inc., 645 F.3d 201 (3d Cir. 2011) ("GIT"), and its
applicability to Mt. McKinley's situation but the Plan does not
increase Mt. McKinley's burdens as identified in GIT, Judge
Fitzgerald said.  The GIT Court opined that the insurer's "quantum
of liability" may be affected as the result of what it perceived
to be a huge increase in silica claims and its concern that they
also may have alleged asbestos injuries, Judge Fitzgerald noted.
Moreover, Judge Fitzgerald pointed out that, (1) the case does not
involve silica at all; and (2) the number of asbestos claims
against the Debtor has not "exploded" postpetition.

A full-text copy of Judge Fitzgerald's Decision is available at
http://is.gd/syn0hGfrom Leagle.com.

                    About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte &Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo&Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella&
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin&Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill &Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin&Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic&
Scott LLP as his counsel, Young Conaway Stargatt& Taylor, LLP, as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning
Corp., a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan designed
to wrap up a Chapter 11 begun 12 years ago.

The Company's balance sheet at Sept. 30, 2012, showed
$29.41 billion in total assets, $7.52 billion in total liabilities
and $21.88 billion in total equity.


PLAINS EXPLORATION: Moody's Hikes Sr. Unsec. Debt Rating From B1
----------------------------------------------------------------
Moody's Investors Service. Inc. upgraded the senior unsecured debt
ratings of Plains Exploration & Production Co. ("PXP"), to be
known as Freeport-McMoRan Oil & Gas LLC, as successor issuer
(FMOG) and McMoRan Exploration Co. ("McMoRan") to Baa3 from B1 and
Caa1, respectively and affirmed Freeport-McMoRan Copper & Gold's
(FCX) Baa3 senior unsecured rating and Freeport-McMoRan
Corporation's Baa2 rating.  At the same time, Moody's withdrew all
other ratings of PXP and McMoRan, including the corporate family
and probability of default ratings.  This concludes the review for
upgrade initiated on December 5, 2012.  These rating actions
follow the completion of FCX's acquisition of PXP on May 31, 2013
and McMoRan on June 3, 2013.  The outlook is stable.

Upgrades:

Issuer: McMoRan Exploration Co.

  Senior Unsecured Regular Bond/Debenture Nov 15, 2014, Upgraded
  to Baa3 from Caa1

Issuer: Plains Exploration & Production Co.

  Senior Unsecured Regular Bond/Debenture Jun 1, 2018, Upgraded to
  Baa3 from B1

  Senior Unsecured Regular Bond/Debenture Oct 15, 2019, Upgraded
  to Baa3 from B1

  Senior Unsecured Regular Bond/Debenture Apr 1, 2020, Upgraded to
  Baa3 from B1

  Senior Unsecured Regular Bond/Debenture May 1, 2021, Upgraded to
  Baa3 from B1

  Senior Unsecured Regular Bond/Debenture Feb 1, 2022, Upgraded to
  Baa3 from B1

  Senior Unsecured Regular Bond/Debenture Jun 15, 2019, Upgraded
  to Baa3 from B1

  Senior Unsecured Regular Bond/Debenture Feb 15, 2023, Upgraded
  to Baa3 from B1

  Senior Unsecured Regular Bond/Debenture Nov 15, 2020, Upgraded
  to Baa3 from B1

Outlook Actions:

Issuer: McMoRan Exploration Co.

  Outlook, Changed To Stable From Rating Under Review

Issuer: Plains Exploration & Production Co.

  Outlook, Changed To Stable From Rating Under Review

Affirmations:

Issuer: Freeport-McMoRan Copper & Gold Inc.

  Multiple Seniority Shelf Feb 7, 2015, Affirmed (P)Baa3

  Senior Unsecured Regular Bond/Debenture Feb 13, 2015, Affirmed
  Baa3

  Senior Unsecured Regular Bond/Debenture Mar 1, 2017, Affirmed
  Baa3

  Senior Unsecured Regular Bond/Debenture Mar 1, 2022, Affirmed
  Baa3

  Senior Unsecured Regular Bond/Debenture Mar 15, 2018, Affirmed
  Baa3

  Senior Unsecured Regular Bond/Debenture Mar 15, 2023, Affirmed
  Baa3

  Senior Unsecured Regular Bond/Debenture Mar 15, 2043, Affirmed
  Baa3

  Senior Unsecured Regular Bond/Debenture Mar 15, 2020, Affirmed
  Baa3

Issuer: Freeport-McMoRan Corporation

  Senior Unsecured Regular Bond/Debenture Nov 1, 2027, Affirmed
  Baa2

  Senior Unsecured Regular Bond/Debenture Jun 1, 2031, Affirmed
  Baa2

  Senior Unsecured Regular Bond/Debenture Mar 15, 2034, Affirmed
  Baa2

Withdrawals:

Issuer: McMoRan Exploration Co.

  Probability of Default Rating, Withdrawn , previously rated B3-
  PD

  Speculative Grade Liquidity Rating, Withdrawn , previously rated
  SGL-3

  Corporate Family Rating, Withdrawn , previously rated B3

  Senior Unsecured Regular Bond/Debenture Nov 15, 2014, Withdrawn,
   previously rated a range of LGD4, 60 %

Issuer: Plains Exploration & Production Co.

  Probability of Default Rating, Withdrawn, previously rated
  Ba3-PD

  Speculative Grade Liquidity Rating, Withdrawn, previously rated
  SGL-2

  Corporate Family Rating, Withdrawn, previously rated Ba3

  Senior Secured Bank Credit Facility Nov 30, 2019, Withdrawn,
  previously rated Ba1

  Senior Secured Bank Credit Facility Nov 30, 2019, Withdrawn,
  previously rated a range of LGD2, 17 %

  Senior Unsecured Bank Credit Facility, Withdrawn, previously
  rated B2

  Senior Unsecured Bank Credit Facility, Withdrawn, previously
  rated a range of LGD5, 73 %

  Senior Unsecured Regular Bond/Debenture Jun 1, 2018, Withdrawn,
  previously rated a range of LGD5, 75 %

  Senior Unsecured Regular Bond/Debenture Oct 15, 2019, Withdrawn,
  previously rated a range of LGD5, 75 %

  Senior Unsecured Regular Bond/Debenture Apr 1, 2020, Withdrawn,
  previously rated a range of LGD5, 75 %

  Senior Unsecured Regular Bond/Debenture May 1, 2021, Withdrawn,
  previously rated a range of LGD5, 75 %

  Senior Unsecured Regular Bond/Debenture Feb 1, 2022, Withdrawn,
  previously rated a range of LGD5, 75 %

  Senior Unsecured Regular Bond/Debenture Jun 15, 2019, Withdrawn,
  previously rated a range of LGD5, 75 %

  Senior Unsecured Regular Bond/Debenture Feb 15, 2023, Withdrawn,
  previously rated a range of LGD5, 75 %

  Senior Unsecured Regular Bond/Debenture Nov 15, 2020, Withdrawn,
  previously rated a range of LGD5, 75 %

Ratings Rationale

The upgrade in PXP's (FMOG as successor issuer) and McMoRan's
senior unsecured debt ratings to the same rating of FCX reflects
the full and unconditional downstream guarantees provided to the
PXP and McMoRan unsecured debt instruments by FCX, thereby placing
all debt at parity within the capital structure..

FCX's Baa3 senior unsecured rating acknowledges the strong debt
protection metrics currently evidenced by FCX as well as its low
leverage, which provide a cushion to absorb the acquisitions and
increased debt levels. Including the assumption of debt, the
acquisitions aggregate approximately $20 billion. We estimate that
pro-forma for the acquisitions, leverage, as measured by the debt-
to-EBITDA ratio, would increase from 1.7 times (including $6.5
billion in senior unsecured debt raised in March 2013 to fund the
acquisition) for the 12 months ending March 2013 to roughly 2.2
times. This remains acceptable for a Baa3 rating.

In addition, the rating acknowledges that PXP brings both
producing and development properties with earnings and cash flow
generating capacity that will add additional support to the
consolidated increased debt position. Also considered in the
rating is our view that, while the acquisitions diversify the
company's earnings stream, the current business profile of FCX
remains the majority earnings and cash flow generator, although
enhanced by the contributions from PXP. The rating also considers
that FCX will focus on reducing debt over the next 12 to 18 months
given its cash flow generating capacity, even at current copper
prices, and disciplined approach to its capital structure.

The rating also reflects the company's significant reserve profile
in copper, gold and molybdenum, and the low cost nature of its
mining operations -- particularly its operations in Indonesia,
which allows the company to continue to generate solid earnings
and cash flow despite volatility in the metal prices. The rating
also considers the diversification provided to FCX's current
operating footprint and the increase in the company's revenue and
earnings base in North America as a result of the acquisitions.
Although the diversification into oil and gas brings some level of
integration risk, we do not consider it overly high given the
company's prior experience in the oil and gas business.

The rating incorporates the company's historical financial
policies that have prioritized debt reduction and our expectation
that the company will remain committed to reducing increased
absolute debt balances as a result of the acquisition.
Additionally, the rating recognizes the need for ongoing capital
reinvestment to maintain and grow production levels, the potential
for higher shareholder distributions as well as the cyclicality of
the metals and oil and gas industries.

The Baa2 senior unsecured rating for the Freeport-McMoRan
Corporation (fka Phelps Dodge) notes reflects the benefit of the
downstream guarantee from FCX.

Following the acquisition by FCX, PXP and McMoRan will no longer
be required to publish standalone financial information as all
remaining debt has been assumed and guaranteed by FCX

The stable outlook reflects our expectation that prices for FCX's
key metal products as well as oil prices will remain at levels
sufficient to allow for strong earnings and cash flow generation
and support the capital investment profile while providing for
debt reduction.

Upward rating action is unlikely over the next 12-18 months given
the need to integrate the acquisitions and evidence an ability to
delever. However, should the company be able to reduce the
absolute level of debt in its capital structure and evidence a
sustainable debt-to-EBITDA ratio of no more than 2.5 times, then a
positive rating action could occur.

A downward rating action could occur if debt-to-EBITDA were to be
sustained above 3 times or operating cash flow minus dividends-to-
debt is less than 25% on a consistent basis.

The principal methodology used in this rating was the Global
Mining Industry Methodology published in May 2009 and Global
Integrated Oil & Gas Industry Methodology published in November
2009.

Freeport-McMoRan Copper & Gold Inc. (FCX), a Phoenix, Arizona-
based mining company, is the world's second largest producer of
copper behind CODELCO, the world's largest producer of molybdenum,
and an important gold producer. FCX acquired Plains Exploration &
Production Co. ("PXP") on May 31, 2013 and McMoRan Exploration Co.
("MMR") on June 3, 2013. These acquisitions diversify FCX's
product portfolio into oil and gas and further expand its
geographic footprint in North America. FCX's revenues for the 12
months ending March 31, 2013 were approximately $18 billion. Pro
forma for the acquisitions, revenues for the twelve months ended
December 31, 2012 were approximately $22.7 billion (including the
acquisitions of certain BP and Shell assets).


PLUG POWER: Incurs $8.6-Mil. Net Loss in First Quarter
------------------------------------------------------
Plug Power Inc. filed its quarterly report on Form 10-Q, reporting
a net loss of $8.6 million on $6.4 million of total revenue for
the three months ended March 31, 2013, compared with a net loss of
$6.6 million on $7.8 million of total revenue for the same period
last year.

The change in fair value of common stock warrant liability for the
three months ended March 31, 2013, resulted in an increase in the
associated warrant liability of $2.1 million as compared to a
decrease of $1.2 million for the three months ended March 31,
2012, a change of $3.3 million or 272.1%.

The Company's balance sheet at March 31, 2013, showed
$37.1 million in total assets, $29.4 million in total liabilities,
and stockholders' equity of $7.7 million.

The Company said, "We have experienced and continue to experience
negative cash flows from operations and we expect to continue to
incur net losses in the foreseeable future."

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

                         About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

                           *     *     *

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power'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 recurring losses from
operations and substantial decline in working capital.


PLY GEM HOLDINGS: To Redeem $64 Million Senior Notes
----------------------------------------------------
Ply Gem Industries, Inc., issued a notice of redemption pursuant
to the indenture governing its 9.375 percent Senior Notes due 2017
that it intends to redeem, subject to the financing condition, $64
million aggregate principal amount of the Notes on June 22, 2013,
at a redemption price equal to 109.375 percent of the principal
amount of the Notes, plus accrued and unpaid interest thereon, if
any, to the redemption date.

The Redemption is conditioned on the completion of a Qualified
Equity Offering on or prior to the Redemption Date by Ply Gem
Holdings, Inc., on terms satisfactory to Ply Gem Holdings, Inc.,
providing funds sufficient for Ply Gem Industries to pay the
aggregate redemption price for the portion of the outstanding
Notes to be redeemed on the Redemption Date.

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as
compared with a net loss of $84.50 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $881.85 million in total
assets, $1.19 billion in total liabilities and $314.94 million
total stockholders' deficit.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


POSITIVEID CORP: Amends 4.5 Million Common Shares Prospectus
------------------------------------------------------------
PositiveID Corporation has amended its registration statement
relating to the resale of up to 4,500,000 shares of common stock
of the Company, par value $0.01 per share, including:

   (i) 40,064 shares held by IBC Funds LLC pursuant to that
       certain securities purchase agreement dated May 10, 2013,
       between the Company and IBC;

  (ii) 4,355,936 shares issuable to IBC pursuant to that certain
       investment agreement, dated May 10, 2013, between the
       Company and IBC, or the Investment Agreement; and

(iii) 104,000 commitment shares issued to IBC pursuant to the
       Investment Agreement.

The Investment Agreement permits the Company to submit a drawdown
notice of up to $5,000,000 in shares of its common stock to IBC
over a period of up to 36 months.  The Company will not receive
any proceeds from the resale of these shares of common stock.
However, the Company will receive proceeds from the sale of
securities pursuant to the Company's exercise of the drawdown
right offered by IBC.

The Company's common stock is quoted on the OTC Bulletin Board, or
the OTCBB, under the ticker symbol "PSID."  On May 23, 2013, the
closing price of the Company's common stock was $0.29 per share.

A copy of the Form S-1 prospectus, as amended, is available at:

                        http://is.gd/JYfbid

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.
The Company's balance sheet at Dec. 31, 2012, showed $2.41 million
in total assets, $6.17 million in total liabilities and a $3.76
million total stockholders' deficit.

EisnerAmper 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
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


POWERWAVE TECHNOLOGIES: Wireless Cos. Take Over DC Subway Project
-----------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the four top U.S.
wireless carriers have agreed to pay Powerwave Technologies Inc.
$2 million to settle a feud over an unfinished wireless network
the company contracted to build in the Washington, D.C., subway
system, according to court documents filed in Delaware bankruptcy
court.

According to the report, units of Verizon Inc., AT&T Mobility
Corp., Sprint Nextel Corp. and T-Mobile USA Inc. all agreed to the
settlement, which will allow them to take over and complete the
project for the Washington Metropolitan Area Transit Authority,
Powerwave said in the court documents.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave, headquartered in Santa Ana, Cal., is a global supplier
of end-to-end wireless solutions for wireless communications
networks.  The Company has historically sold the majority of its
product solutions to the commercial wireless infrastructure
industry.

The Company's balance sheet at Sept. 30, 2012, showed
$213.45 million in total assets, $396.05 million in total
liabilities, and a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors has retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.


POWERWAVE TECHNOLOGIES: Proofs of Claim Due July 8
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
July 8, 2013, at 5:00 p.m. (prevailing Pacific time) for all
persons and entities to file a proof of claim asserting a claim
that arose prior to Powerwave Technologies, Inc.'s Petition Date,
and July 29, 2013, for all governmental units to file proofs of
claim.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Cal., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors has retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.


PRIMCOGENT SOLUTIONS: Bid to Block Zerona Patent Sale Denied
------------------------------------------------------------
Erchonia on June 4 disclosed that after hearing 2 days of
testimony from witnesses for both Erchonia and Primcogent on
Primcogent's application for temporary restraining against
Erchonia seeking to prevent Erchonia from selling its patented and
patent-pending devices, the Judge granted Primcogent only very
limited relief.  The only relief granted to Primcogent was that
for the approximately 14 day term of the order, Erchonia may not,
without prior permission, contact or solicit Primcogent's
customers or Primcogent's employees.  Erchonia was not otherwise
limited from selling its Zerona and Zerona AD devices for the non-
invasive circumference reduction of the waist, hips, thighs and
arms.

The Judge also ruled that a stated percentage of Primcogent's
receipts during the term of the order must be escrowed for
Erchonia's benefit, to be dealt with later, and that Primcogent's
secured creditor Orix Ventures would receive profits generated by
Primcogent going forward.  As Primcogent listed more than $25
million in debt, the bankruptcy court will now oversee (at least
for the term of the referenced order) Primcogent's payments to
Erchonia, Orix, its creditors and employees.

Steven Shanks, president of Erchonia, stated, "This is a step in
the right direction for us.  We're confident Erchonia will
prevail. Although we will likely not recoup the millions of
dollars owed to us, we are relieved to have our rights to our
Zerona brand not covered by any restraining order.  We will do
everything we can to restore our Zerona brand."

                     About Primcogent Solutions

Primcogent Solutions, LLC, is a supplier and distributor of
medical equipment and services in North America.  Primcogent
operates as the exclusive North American (and, through its
European subsidiaries, Western European) seller or distributor of
equipment manufactured by Erchonia Corporation, pursuant to
exclusive license and supply agreements.  Products sold include
Erchonia's non-invasive body-contouring laser technology
trademarked under the name Zerona(R), including the Zerona Body
Laser.

Primcogent was formed in late 2011 following the acquisition
of the business of Santa Barbara Medical Innovations LLC for
$18 million.  Although the Erchonia agreement gave Primcogent
perpetual rights to sell Erchonia products, Erchonia declared in
March 2013 that the agreement has been terminated due to
Primcogent's alleged failure to perform and starting that time
stopped servicing Primcogent's products.  Primcogent, on the other
hand, claims Erchonia has committed fraud, breached the agreement
and tortiously interfered with Primcogent's business.  Primcogent
cites, among other things, Erchonia's failure to obtain FDA
clearance of Lunula, a laser technology used to treat or cure toe
fungus.

Primcogent also claims ORIX, its secured lender, is working in
concert with Erchonia.  A default in the Erchonia agreement
triggered a cross-default in the credit agreement, and the secured
lender has already seized control of Primcogent's cash account and
is attempting to control warehouse inventory.

Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013.  The
petition was signed by David Boris, chairman of board of managers
of managing member.  The Debtor estimated assets of at least $50
million and debts of at least $10 million.  Judge Michael Lynn
presides over the case.  Jason Napoleon Thelen, Esq.,at Andrews
Kurth, LLP, serves as the Debtor's counsel.

ORIX is represented by:

         Robert W. Jones, Esq.
         Brian Smith, Esq.
         PATTON BOGGS, LLP
         2000 McKinney Avenue, Suite 1700
         Dallas, TX 75201
         Tel: (214) 758-1500
         Fax: (214) 758-1550

Erchonia is represented by:

          Ira M. Schwartz, Esq.
          Lawrence D. Hirsh, Esq.
          DECONCINI McDONALD YETWIN & LACY, P.C.
          7310 North 16th Street, Suite 330
          Phoenix, AZ 85020
          Tel: 602-282-0500
          Fax: 602-282-0520

               - and -

          J. Michael Sutherland, Esq.
          Lisa M. Lucas, Esq.
          CARRINGTON, COLEMAN, SLOMAN & BLUMENTHAL, LLP
          901 Main St., Suite 5500
          Dallas, TX 75202
          Tel: 214-855-3000
          Fax: 214-855-1333


PRM FAMILY: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: PRM Family Holding Company, LLC
        1602 E. Roosevelt Street
        Phoenix, AZ 85006

Bankruptcy Case No.: 13-09026

Affiliates that simultaneously filed for Chapter 11:

        Debtor                                Case No.
        ------                                --------
Prodigio Mercado, LLC                         13-09028
Pros ABQ Ranch Markets, LLC                   13-09030
Pros ELP Ranch Markets, LLC                   13-09033
Pros ELP Ranch Markets Beverage Company, LLC  13-09034
Pro and Sons LLC                              13-09036
Pros Ranch Markets (CA), LLC                  13-09037
Provenzanos LLC                               13-09039

Chapter 11 Petition Date: May 28, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtors' Counsel: Scott H. Gan, Esq.
                  MESCH, CLARK & ROTHSCHILD, P.C.
                  259 N. Meyer Avenue
                  Tucson, AZ 85701
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037
                  E-mail: ecfbk@mcrazlaw.com

                         - and ?

                  Michael W. McGrath, Esq.
                  MESCH CLARK & ROTHSCHILD, P.C.
                  259 North Meyer Avenue
                  Tucson, AZ 85701-1090
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037
                  E-mail: ecfbk@mcrazlaw.com

                         - and ?

                  Frederick J. Petersen, Esq.
                  MESCH, CLARK & ROTHSCHILD, P.C.
                  259 N. Meyer Avenue
                  Tucson, AZ 85701
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037
                  E-mail: ecfbk@mcrazlaw.com

Lead Debtor's
Estimated Assets: $0 to $50,000

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

The petitions were signed by Michael Provenzang, Jr., manager.

Debtors' Consolidated List of Their Top 50 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Unified Grocers-Meat               --                   $1,637,496
P.O. Box 60064
City of Industry, CA 91716-0064

Royal Palm Foods, LLC              --                   $1,593,655
P.O. Box 809209
Chicago, IL 60680-9209

Marcus Food Co.                    --                     $957,493
240 N. Rock Road S. 246
Wichita, KS 67206

All American Plastic & Pack        --                     $796,943
3020 Hoover Avenue
National City, CA

Food Source International, LLC     --                     $782,860
P.O. Box 2999
Phoenix, AZ 85062-2999

Bro Pack, Inc.                     --                     $711,186
P.O. Box 6545
Pico Rivera, CA 90661

Shapiro-Gilman-Shandler            --                     $690,705
739 Decatur Street
Los Angeles, CA 90021

Hidden Villa Ranch                 --                     $589,303
P.O. Box 34001
Fullerton, CA 92834-9401

Fresco Mar, LLC                    --                     $584,512
c/o Capco Financial Corp.
P.O. Box 102014
Atlanta, GA 30368-2014

Cigna Healthcare                   --                     $567,302
5476 Collection Center Drive
Chicago, IL 60693-0047

Higueral Produce, Inc.             --                     $511,528
P.O. Box 4470
Pio Rico, AZ 85648

Grocers and Merchants Ins          --                     $510,936
874 South Village Oaks Drive
Covina, CA 91724-3614

Mission Food                       --                     $495,194
P.O. Box 843789
Dallas, TX 75284-3789

Chelan Fresh Marketing             --                     $436,979
P.O. Box 878
Chelen, WA 98816

Fisher Printing, Inc.              --                     $389,780
2257 N. Pacific Street
Orange, CA 92865

Unlimited Baking Ingredients       --                     $357,444
54 N. 45th Avenue, Suite A
Phoenix, AZ 85043

Los Altos Food Products, Inc.      --                     $350,772
450 Baldwin Park Boulevard
City of Industry, CA 91746

Los Angeles Coca Cola Btl Co.      --                     $314,680
P.O. Box 53158
Los Angeles, CA 90074-3158

J. Luis Galvez Produce, Inc.       --                     $305,613
356 Camino De La Luna
Perris, CA 92571

Bimbo Bakeries USA                 --                     $299,712
P.O. Box 841364
Dallas, TX 75284-1364

GH Dairy El Paso                   --                     $286,639
9747 Pan American Drive
El Paso, TX 79927

Valasssis, Inc./Advo, Inc.         --                     $283,627
FILE 70179
Los Angeles, CA 90074-0179

David Oppenheimer & Company, LL    --                     $264,909
P.O. Box 347080
Pittsburgh, PA 15251-4080

Unified Grocers of California      --                     $263,089
5200 Sheila Street
Commerce, CA 90040

Shamrock Foods                     --                     $262,527
Dairy Division
P.O. Box 52420
Phoenix, AZ 85072

Unified Groc Dmi's                 --                     $253,262
P.O. Box 3396 Terminal Annex
Los Angeles, CA 90051-1396

Tricar Sales                       --                     $249,200

El Guapo                           --                     $249,028

Unified Grocers                    --                     $242,412

Better Produce 2                   --                     $236,714

NAPI Fresh Pack, LLC               --                     $233,594

Marquez Brother Arizona            --                     $229,474

Coast Tropical                     --                     $225,365

Unified Grocers                    --                     $212,887

Unified Grocers                    --                     $210,043

Rodriguez Fruit, Inc.              --                     $208,680

Unified Grocers                    --                     $207,466

Unified Grocers                    --                     $192,775

Unified Grocers                    --                     $190,833

Sigma Foods AZ                     --                     $185,965

Marsh Risk & Insurance Service     --                     $185,557

Kaliroy Fresh, LLC                 --                     $184,344

Unified Grocers                    --                     $182,904

Unified Grocers                    --                     $177,726

Quality Fruit & Veg Co.            --                     $177,585

Frito-Lay, Inc.                    --                     $177,213

Shasta West, Inc.                  --                     $174,907

Unified Grocers                    --                     $172,840

Sonora Produce, Inc.               --                     $171,004

Gursey, Schneider, LLP             --                     $165,783

Calavo                             --                     $163,760


PROBE MANUFACTURING: Incurs $146K Net Loss in First Quarter
-----------------------------------------------------------
Probe Manufacturing, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $145,936 on $712,657 of sales for the
three months ended March 31, 2013, compared with net income of
$12,717 on $1.3 million of sales for the same period last year.

The Company's balance sheet at March 31, 2013, showed $2.0 million
in total assets, $1.7 million in total liabilities, and
stockholders' equity of $298,375.

A copy of the Form 10-Q is available at http://is.gd/VDYgs5

Irvine Calif.-based Probe Manufacturing, Inc., provides global
design and manufacturing services to original electronic equipment
manufacturers from its 23,000 sq./ft. facility in Irvine,
California and strategic locations worldwide.  Its revenue is
generated from sales of its services primarily to customers in the
medical device, aerospace, automotive, industrial and
instrumentation product manufacturers.


QUALITY DISTRIBUTION: Shareholders Elect Seven Directors
--------------------------------------------------------
At the annual meeting of shareholders of Quality Distribution,
Inc., which was held on May 30, 2013,the shareholders:

   (a) elected Gary R. Enzor, Richard B. Marchese, Thomas R.
       Miklich, Ali Rashid, Annette M. Sandberg, Alan H.
       Schumacher and Thomas M. White as directors to hold office
       until the next annual meeting of the Company's shareholders
       or until their successors have been elected and qualified;

   (b) ratified the appointment of PricewaterhouseCoopers LLP as
       the Company's independent registered certified public
       accounting firm for 2013; and

   (c) approved the compensation of the Company's named executive
       officers.

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

Quality Distribution reported net income of $50.07 million for the
year ended Dec. 31, 2012, as compared with net income of $23.43
million in 2011.  The Company's balance sheet at March 31, 2013,
showed $510.52 million in total assets, $521.63 million in total
liabilities, and a $11.11 million total shareholders' deficit.

                        Bankruptcy Warning

According to the Company's annual report for the period ended
Dec. 31, 2012, the Company had consolidated indebtedness and
capital lease obligations, including current maturities, of $418.8
million as of Dec. 31, 2012.  The Company must make regular
payments under the ABL Facility and its capital leases and semi-
annual interest payments under its 2018 Notes.

The Company's 2018 Notes issued in the quarter ended Dec. 31,
2010, carry high fixed rates of interest.  In addition, interest
on amounts borrowed under the Company's ABL Facility is variable
and will increase as market rates of interest increase.  The
Company does not presently hedge against the risk of rising
interest rates.  The Company's higher interest expense may reduce
its future profitability.  The Company's future higher interest
expense and future redemption obligations could have other
important consequences with respect to the Company's ability to
manage its business successfully, including the following:

   * it may make it more difficult for the Company to satisfy its
     obligations for its indebtedness, and any failure to comply
     with these obligations could result in an event of default;

   * it will reduce the availability of the Company's cash flow to
     fund working capital, capital expenditures and other business
     activities;

   * it increases the Company's vulnerability to adverse economic
     and industry conditions;

   * it limits the Company's flexibility in planning for, or
     reacting to, changes in the Company's business and the
     industry in which the Company operates;

   * it may make the Company more vulnerable to further downturns
     in its business or the economy; and

   * it limits the Company's ability to exploit business
     opportunities.

The ABL Facility matures August 2016.  However, the maturity date
of the ABL Facility may be accelerated if the Company defaults on
its obligations.

"If the maturity of the ABL Facility and/or such other debt is
accelerated, we may not have sufficient cash on hand to repay the
ABL Facility and/or such other debt or be able to refinance the
ABL Facility and/or such other debt on acceptable terms, or at
all.  The failure to repay or refinance the ABL Facility and/or
such other debt at maturity would have a material adverse effect
on our business and financial condition, would cause substantial
liquidity problems and may result in the bankruptcy of us and/or
our subsidiaries.  Any actual or potential bankruptcy or liquidity
crisis may materially harm our relationships with our customers,
suppliers and independent affiliates."


QUANTUM FUEL: Crede CG Owned 9.9% of Shares as of May 16
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Crede CG III, Ltd., and its affiliates disclosed that,
as of May 16, 2013, they beneficially owned 5,696,919 shares of
common stock of Quantum Fuel Systems Technologies Worldwide, Inc.,
representing 9.9% of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/NdMqtE

                         About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $58.40
million in total assets, $49.77 million in total liabilities and
$8.62 million in total stockholders' equity.


QUANTUM FUEL: Amends Loan Agreement with Bridge Bank
----------------------------------------------------
Quantum Fuel Systems Technologies Worlwide, Inc., and its senior
secured lender, Bridge Bank, National Association, entered into a
Loan and Security Modification Agreement pursuant to which (i) the
Company and Bridge Bank agreed to amend the Loan and Security
Agreement, dated May 7, 2012, and (ii) Bridge Bank agreed to waive
all events of default under the Loan Agreement arising from the
Company's failure to comply with certain financial covenants
contained in the Loan Agreement.

The material amendments to the Loan Agreement are:

   1. The Performance to Plan financial covenant was deleted in
      its entirety.

   2. The definition of Borrowing Base was amended to allow for up
      to 50 percent of Eligible Inventory (subject to a cap of 40
      percent of all outstanding Advances) regardless of the
      Company's Asset Coverage Ratio.  Prior to the Loan
      Amendment, the Company's Asset Coverage Ratio had to be at
      least 1.50:1.00 before up to 50 percent of Eligible
      Inventory was included in the Borrowing Base.

   3. The facility fee due on the first anniversary date of the
      Loan Agreement was reduced from $100,000 to $50,000.

   4. If the Company's Asset Coverage Ratio falls below 1.35:1.00
      at the end of a month, then the interest rate will be
      adjusted to the Prime Rate plus 2.5 percent (from Prime Rate
      plus 2.0 percent) and will remain at Prime Rate plus 2.5
      percent until the Company's Asset Coverage Ratio is at least
      1.35:1.00.

   5. The amount of the revolving line available to the Company
      under the Loan Agreement was reduced from $10 million to
      $5 million.

In connection with the Loan Amendment, the Company paid the Bridge
Bank a cash fee of $20,000 and issued Bridge Bank a warrant to
purchase up to 100,000 shares of the Company's common stock at an
exercise price of $0.62 per share.  The Lender Warrant contains
standard and customary anti-dilution provisions, may be exercised
on a cashless basis, and expires seven years from the issuance
date.

A copy of the Loan Amendment is available for free at:

                        http://is.gd/rdCXGk

                        About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $58.40 million in total assets,
$49.77 million in total liabilities and $8.62 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


RAHA LAKES: Plan Confirmation Hearing Set for Aug. 22
-----------------------------------------------------
Judge Ernest Robles of the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, approved the first
amended disclosure statement describing the First Amended Plan of
Reorganization filed by Raha Lakes Enterprises, LLC, and Mehr in
Los Angeles Enterprises, LLC, and scheduled the hearing on the
confirmation of the Plan for Aug. 22, 2013, at 10:00 a.m.
Objections to the confirmation of the Plan are due Aug. 6.

The Plan will be funded from the following sources and in the
following order of priority: (1) the operation of the Debtors'
real property at 900 South San Pedro Street, Los Angeles, in the
South-East corner of 9th Street and San Pedro Street, in the
Garment District in Downtown Los Angeles, (2) the refinance or
sale of the Property, and (3) contributions from the Debtors'
principal owner, Kayhan Shakib.

Specifically, the Plan provides that:

  * San Pedro Investment, LLC's first priority secured claim
(Class 1 - $6,144,820) will continue to be secured by the
Property.  The SPI Secured Claim will accrue interest after the
Effective Date at a rate of 5 1/2% per year and will be due in 3
years with payments amortized over 360 months and paid in equal
monthly installments of $30,000.  The Principal balance will be
due on the last day of the 36th month following the first month
after the Effective Date.

  * San Pedro Investment's second priority secured claim (Class 2
- $2,563,570) will continue to be secured by the Property.  The
SPI Secured Claim will accrue interest after the Effective Date at
a rate of 5 1/2% per year and will be due in 3 years with payments
amortized over 360 months and paid in equal monthly installments
of $30,000.  The Principal balance will be due on the last day of
the 36th month following the first month after the Effective Date.

  * Unsecured claims (Class 4) in the approximate amount of
$369,597, to the extent not disputed, will be paid a total of 100%
of the Allowed Claim on a monthly basis over 2 years from the
Effective Date with the first payment on the 90th day after the
Effective Date.  Of the Class 4 claims, $250,000 is the claim of
an insider.

  * Interest holders (Class 5) will retain their interests in the
Reorganized Debtors.

Michael S. Kogan, Esq., at Kogan Law Firm, APC, in Los Angeles,
California, represents the Debtors.

                         About Raha Lakes

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes estimated $10 million to $50 million in
assets, and $1 million to $10 million in debts.  The petition was
signed by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Cal. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

John Choi, Esq., at Kim Park Choi, in Los Angeles, represents
secured creditor San Pedro Investment, LLC, as counsel.


RESOURCE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Resource Properties, Inc.
        1 Goodall Avenue
        Daytona Beach, FL 32118

Bankruptcy Case No.: 13-03259

Chapter 11 Petition Date: May 28, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Walter J. Snell, Esq.
                  SNELL & SNELL, P.A.
                  436 N Peninsula Drive
                  Daytona Beach, FL 32118
                  Tel: (386) 255-5334
                  E-mail: snellandsnell@mindspring.com

Scheduled Assets: $789,419

Scheduled Liabilities: $1,397,481

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/flmb13-3259.pdf

The petition was signed by Charlene Hartley, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Charlene Hartley                       13-3959    04/02/13


REVSTONE INDUSTRIES: Gets Green Light for Aluminum Biz Sale
-----------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy judge gave the go-ahead for Revstone Industries LLC to
sell the assets of its aluminum forging affiliate to Angstrom
Automotive for more than $4 million in a deal that resolved fears
from two secured creditors over how that money would be dispersed.

According to the report, at the sale auction, Angstrom placed the
winning bid to acquire the assets of Greenwood Forgings LLC at a
price well above the $2.5 million floor set by stalking horse
bidder American Axle & Manufacturing Inc.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


RG STEEL: Seeks Approval to Sell Property in W.Va. for $800,000
---------------------------------------------------------------
RG Steel Wheeling LLC asked the U.S. Bankruptcy Judge Kevin Carey
to approve the sale of its real property in Wheeling, West
Virginia, to a certain John Johnson for $800,000.

The steel maker also seeks a ruling entitling the buyer to, among
other things, the benefits and protections afforded by Section
363(m) of the Bankruptcy Code.

Separately, RG Steel Sparrows Point LLC announced its plan to sell
some of its personal properties, including equipment, at its
Siemens Sparrows Point facility.

HRE Sparrows Point LLC will buy the assets for $275,000, which
will be paid to Siemens Industry Inc. on account of its pre-
bankruptcy claim against RG Steel Sparrows.

Siemens asserts a first lien against the assets securing certain
amounts due and owing from RG Steel Sparrows for services provided
by Siemens.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture
LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No.
12-11661) on May 31, 2012.  Bankruptcy was precipitated by
liquidity shortfall and a dispute with Mountain State Carbon, LLC,
and a Severstal affiliate, that restricted the shipment of coke
used in the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RG STEEL: Asked to Assume or Reject Timken Contracts
----------------------------------------------------
Timken Industrial Services, LLC filed a motion demanding RG Steel
Sparrows Point, LLC to assume or reject their contracts.

The companies are parties to several purchase orders, under which
Timken agreed to repair bearings and other equipment for RG Steel
and its affiliates.  A list of the contracts is available for free
at http://is.gd/N2CVz5

Ann Kashishian, Esq., and Scott Cousins, Esq., at Cousins Chipman
& Brown LLP, in Wilmington, Delaware and Christopher Gresh, Esq.,
and James Sullivan, Esq., at Moses & Singer LLP, in New York,
represent Timken Industrial.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture
LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No.
12-11661) on May 31, 2012.  Bankruptcy was precipitated by
liquidity shortfall and a dispute with Mountain State Carbon, LLC,
and a Severstal affiliate, that restricted the shipment of coke
used in the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RG STEEL: Rennert Drops Bid to File Documents Under Seal
--------------------------------------------------------
Ira Rennert, chairman and owner of Renco Group Inc., withdrew his
motion to file under seal some of the documents related to his
objection to the unsecured creditors' bid to sue him and RG
Steel's chief executive officer.

The motion previously received opposition from the U.S. trustee,
who argued that all court papers are public documents, and from
unsecured creditors who said the court filing contains "purely
conclusory statements."

RG Steel's official committee of unsecured creditors intends to
file a lawsuit against the two officers who allegedly breached
their fiduciary duties to the steel maker.  Both were accused of
delaying RG Steel's bankruptcy filing to allow Renco to sell its
ownership stake and avoid the steel maker's pension obligations.

Renco sold a portion of its ownership stake in RG Steel before the
steel maker filed bankruptcy in May 2012.  Ownership of 80% or
more in RG Steel would have made Renco responsible for the steel
maker's pension plans.

The sale of Renco's ownership stake left the steel maker saddled
with millions of debt, according to the committee which seeks to
recover more than $238 million in damages.

Karen Bifferato, Esq., and N. Christopher Griffiths, Esq., at
Connolly Gallagher LLP, in Wilmington, Delaware, and Mark
Ellenberg, Esq., at Cadwalader Wickersham & Taft LLP, in
Washington D.C., and Jonathan Hoff, Esq., and Joshua Weiss, Esq.,
at Cadwalader Wickersham & Taft LLP, in New York, and Peter
Friedman, Esq., at O'Melveny & Myers LLP, in Washington D.C.,
represent The Renco Group, Inc. and Ira Rennert.

                      Parties Await Ruling

Peg Brickley writing for Dow Jones' DBR Small Cap reports that
creditors who lost an estimated $1 billion in the collapse of RG
Steel are awaiting a bankruptcy-court ruling on their bid to
pursue a lawsuit that may represent their sole hope of getting
paid.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture
LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No.
12-11661) on May 31, 2012.  Bankruptcy was precipitated by
liquidity shortfall and a dispute with Mountain State Carbon, LLC,
and a Severstal affiliate, that restricted the shipment of coke
used in the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RICEBRAN TECHNOLOGIES: Borrows $1.4 Million From TCA Global
-----------------------------------------------------------
RiceBran Technologies borrowed $1,400,000 from TCA Global Credit
Master Fund, LP, pursuant to the terms of the Senior Secured
Revolving Credit Facility Agreement, dated as of April 30, 2013,
among the Company, as borrower, and certain of its subsidiaries as
joint and several guarantors, and the Lender.  The funds will be
used for general corporate purposes, including repayment of
certain obligations of the Company.

Under the Credit Agreement, the Company may borrow up to an amount
equal to the lesser of 80 percent of the amount in a certain Lock
Box Account and the revolving loan commitment, which initially is
$1,400,000.  The Company may request that the revolving loan
commitment be raised by various specified amounts at specified
times, up to a maximum of $8,000,000.  The loan matures on the
earlier of Nov. 24, 2013, subject to a six-month extension at the
request of the Company, or upon 60 days written notice by the
Lender.  The Company may prepay the Revolving Loan, without
penalty, provided it is repaid more than 180 days prior to
maturity date.  If Company prepays more than 80 percent of the
Revolving Loan Commitment within 91 to 180 days or less than 80
days, there is a 5 percent and 2.5 percent of the outstanding
Revolving Loan Commitment prepayment penalty, respectively.

The loan bears interest at the rate of 12 percent per annum.

The loan is guaranteed by the Subsidiary Guarantors.  It is also
secured by a pledge of substantially all of the assets of the
Subsidiary Guarantors and certain of the Company's interests in
NutraCea, LLC, NutraCea Offshore, Ltd., Grain Enhancement, LLC,
Nutra SA, LLC, The RiceX Company, Rice RX, LLC, and Rice Science,
LLC.

Amendment and Waiver Agreement with Hillair Capital

On May 24, the Company entered into an amendment and waiver with
Hillair Capital Investments L.P. regarding that certain Original
Issue Discount Senior Secured Convertible Debenture, due Jan. 1,
2013, with an aggregate of $1,009,200 in principal amount issued
by the Company to Hillair and that certain Original Issue Discount
Senior Secured Convertible Debenture, due Jan. 1, 2014, with an
aggregate of $290,000 in principal amount issued by the Company to
the Hillair.  The outstanding principal amount under the Exchange
Debenture was $601,527 and the outstanding principal amount under
the Second Debenture was $193,333.  Pursuant to the Amendment and
Waiver, the Company prepaid $300,000 of the Debentures, paying off
the Second Debenture and paying down the Exchange Debenture.  In
connection with the prepayment, the Company agreed to pay Hillair
$120,000 as a prepayment premium by issuing Hillair 1,714,286
shares of the Company's common stock at a price per share equal to
$0.07.  Hillair also converted $300,000 in principal amount of the
Exchange Debenture into shares of common stock at an effective
conversion price of $0.07 per share, for a total of 4,285,714
shares of common stock.  Additionally, in consideration of the
Amendment and Waiver, the Company issued Hillair 2,857,143 of
common stock.

Amended Note and Warrant Purchase Agreement

On May 24, 2013, the Company amended and restated that certain
Note and Warrant Purchase Agreement dated Jan. 17, 2013, and as
amended, effective May 9, 2013.  Pursuant to the Amendment, the
Company increased the maximum offering amount under the Amendment
to $8,000,000.  Under the Amendment, each holder of existing notes
and warrants issued under the Note and Warrant Purchase Agreement
is eligible to invest up to their proportionate participation
percentage in additional notes and warrants.  Each holder
participating in the additional investment that invests at least
$10,000, will receive, in addition to the notes and warrants, 2.5
shares of the Company's common stock for each new dollar invested.
Further, each holder may elect to receive additional convertible
promissory notes and associated warrants in lieu of cash interest
payments on their existing notes and warrants.  Each holder that
elects the Payment in Kind option will receive all of its interest
through June 30, 2014, through the issuance of such notes and
warrants.  All holders participating in additional investments
under the Amendment will be deemed to have elected to receive
interest in accordance with the Payment in Kind option.  In
addition, any holder making that election will receive 2.5 shares
of the Company's common stock for each dollar of interest paid in
kind.  As part of the Amendment, any existing note holder under
the original issuances who participates in any subsequent closings
also agrees to certain amendments of their existing notes,
including extension of the maturity date of that investor's prior
notes and the ability for the Company to prepay the quarterly
accrued interest.

A copy of the Form 8-K disclosure is available at:

                        http://is.gd/FWKPJi

                           About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

The Company's balance sheet at March 31, 2013, showed
$48.1 million in total assets, $40.3 million in total liabilities,
$8.8 million in temporary equity, and an equity deficit
attributable to RiceBran Technologies shareholders of
$1.0 million.

As reported in the TCR on April 15, 2013, BDO USA, LLP, in
Phoenix, Arizona, expressed substantial doubt about RiceBran
Technologies' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations resulting in an accumulated deficit of
$204.4 million at Dec. 31, 2012.  "Although the Company emerged
from bankruptcy in November 2010, there continues to be
substantial doubt about its ability to continue as a going
concern."


ROAD INFRASTRUCTURE: Moody's CFR Not Affected by Incremental Debt
-----------------------------------------------------------------
Moody's said that Road Infrastructure Investment's (RII) B1
Corporate Family Rating (CFR) and the ratings on the term loans
are not impacted by the $15 million increase in its first lien
term loan.

Road Infrastructure Investment, LLC, is a producer of pavement and
safety marking products primarily for the highway safety market,
and is headquartered in Dallas, Texas. RII had revenues of $476
million for the year ended March 31, 2013.


ROCKWELL MEDICAL: Camber A 7% Owner as of May 14
------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Camber Capital Management LLC and Stephen DuBois
disclosed that, as of May 14, 2013, they beneficially owned
2,622,500 shares of common stock of Rockwell Medical, Inc.,
representing 7 percent of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/7DuP6a

                          About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton
Township, Michigan, expressed substantial doubt about Rockwell
Medical's ability to continue as a going concern, citing the
Company's recurring losses from operations, negative working
capital, and insufficient liquidity.

The Company reported a net loss of $54.0 million on $49.8 million
of sales in 2012, compared with a net loss of $21.4 million on
$49.0 million of sales in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $17.0 million in total assets, $27.0 million
in total current liabilities, and a stockholders' deficit of $10.0
million.


RODEO CREEK: Agrees to Reserve $1MM from Hollister Sale Proceeds
---------------------------------------------------------------
Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada approved a stipulation between Rodeo Creek Gold
Inc. and its debtor affiliates and Credit Suisse AG, as DIP Agent
and DIP Lender, providing that $1 million from the proceeds of the
sale of Hollister Venture Corporation will be deposited into a
separate trust account for the exclusive payment of general
unsecured claims.

Upon the closing of the Hollister Sale to Waterton Global Mining
Company, LLC, any remaining amounts not previously borrowed under
the $9 million Priority Term Facility will be borrowed by the
Debtors, notwithstanding any provisions of the Final DIP Order or
DIP Agreement, and held by the Debtors' estates until entry of a
further order of the Court for the purpose of, among others,
funding any cash shortfall with respect to the "Inventory Payment
Measure" under the Asset Purchase Agreement.

The Debtors also stipulate and agree that, upon funding the full
$9 million under the Priority Term Facility, Credit Suisse will
have no obligation to advance any further funds to the Debtors or
make any further payments to the Debtors or any other party under
the Priority Term Facility, pursuant to any provision of the Final
DIP Order or Sale Order, or on any other basis, in the Chapter 11
Cases or, if conversion should occur, any successor chapter 7
cases.

               About Rodeo Creek and Great Basin

Canada-based The Great Basin Gold Ltd and its subsidiaries are
engaged in the exploration, development, and operation of high-
quality gold properties.  The GBG Group's primary projects are a
trial mine and a recently constructed start-up mine, both of which
are located in rich gold-producing regions: the Hollister trial
mine in Nevada and the Burnstone start-up mine in South Africa.
The GBG Group also holds interests in early-stage mineral
prospects located in Canada and Mozambique.

On Sept. 18, 2012, the GBG Group's primary South African operating
subsidiary and owner of the Burnstone Start-up Mine, Southgold
Exploration (Pty) Ltd., commenced business rescue proceedings
under chapter 6 of the South African Companies Act, 2008.

On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent
company, applied for protection from its creditors in Canada
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36 in the Supreme Court of British Columbia Vancouver
Registry.  GBG arranged -- and the U.S. debtors cross-guaranteed
-- DIP financing from Credit Suisse and Standard Chartered Bank in
the amount of $51 million, of which $10 million was made available
to the U.S. subsidiaries and $25 million for South Africa.

On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns
the Hollister Trial-Mine, along with other U.S. subsidiaries of
Great Basin, filed petitions for Chapter 11 protection (Bankr. D.
Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before
they could complete the sale of the mine.

Rodeo Creek estimated assets worth less than $100 million and debt
in excess of $100 million.  Credit Suisse is the agent under the
Debtors' secured prepetition credit facilities: (i) the Existing
Hollister Credit Facility, under which the Debtors had $52.5
million outstanding at the end of 2012 and (ii) the Canadian DIP
Facility, under which the Debtors had guaranteed $35 million
outstanding as of the Petition Date.  The Debtors also had
$13.5 million in outstanding trade debt, in addition to certain
intercompany obligations.

A three-member Official Committee of Unsecured Creditors, composed
of Quality Transportation Inc., Prometheus Energy Group, Inc., and
F & H Mine Supply, was appointed in the Debtors' Chapter 11 cases.
The Committee is represented by Pachulski Stang Ziehl & Jones LLP
as counsel, Armstrong Teasdale LLP as its local Nevada counsel,
and BDO Consulting as its financial advisor.


ROTECH HEALTHCARE: Shareholders Seek to Undo $30-Mil. DIP Order
---------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Rotech Healthcare
Inc. shareholders challenged the medical equipment company's $30
million debtor-in-possession financing as the equity committee
announced its intention to appeal a Delaware bankruptcy judge's
approval of the loan package.

According to the report, filed by Rotech's committee of equity
security holders, the notice of appeal seeks to overturn the
decision of U.S. Bankruptcy Judge Peter J. Walsh, who gave the DIP
facility the green light despite a host of objections from the
group.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Grant
Thornton LLP as its financial advisor, and Buchanan Ingersoll &
Rooney PC as its Delaware counsel.


ROTECH HEALTHCARE: Chapter 11 Plan Filed
----------------------------------------
BankruptcyData reported that Rotech Healthcare filed with the U.S.
Bankruptcy Court First Amended Chapter 11 Plan of Reorganization
and related Disclosure Statement.

According to the Disclosure Statement, "(i) each holder of an
Allowed First Lien Claim shall receive Cash in an amount equal to
the Allowed amount of its First Lien Claim; (ii) each holder of an
Allowed Second Lien Notes Claim shall receive (x) its pro rata
share of 100% of the common equity of the reorganized Company,
subject to dilution by the equity interests issued under the
Management Equity Incentive Program (thereby eliminating in excess
of $300 million of secured debt), and (y) the right to participate
in the New Second Lien Term Loan; (iii) all the Company's
outstanding shares will be cancelled and extinguished, and no
holder of an Equity Interest in Rotech shall receive a
distribution on account thereof; and (iv) trade creditors and
vendors who agree to maintain or reinstate payment terms as
existing prior to the Commencement Date shall be paid in full upon
the effective date of the Plan. Other unsecured claims will be
paid their Pro Rata Share of $1,500,000 and except as otherwise
set forth in the Plan."

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Grant
Thornton LLP as its financial advisor, and Buchanan Ingersoll &
Rooney PC as its Delaware counsel.


ROTECH HEALTHCARE: Shareholders' Objection to Financing Overruled
-----------------------------------------------------------------
Judge Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware signed off an amended final order allowing Rotech
Healthcare Inc. and its debtor affiliates to obtain $30 million in
debtor-in-possession financing to overrule the objection raised by
the official committee of equity security holders.

The shareholders filed a notice of appeal seeking to overturn the
final approval.  According to the amended final DIP order, the
shareholders' objections were overruled in their entirety for
reasons stated in court.

                     About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Grant
Thornton LLP as its financial advisor, and Buchanan Ingersoll &
Rooney PC as its Delaware counsel.


ROTHSTEIN ROSENFELDT: Trustee Says Versace Suit Violates Stay
-------------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that the
trustee overseeing the Chapter 11 liquidation of Ponzi schemer
Scott Rothstein's law firm asked a Florida federal court to halt
state court litigation over Gianni Versace's former South Beach
mansion, in which Rothstein had invested money.

According to the report, trustee Herbert Stettin said a lawsuit
filed in May in Florida state court by 1116 Ocean Drive LLC -- in
which VM South Beach LLC intervened -- violates an automatic stay
imposed under bankruptcy law and threatens his interests.

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.


SAAB CARS: Settles Ally's Secured Claim, Amends Liquidation Plan
----------------------------------------------------------------
Saab Cars North America, Inc., and the official committee of
unsecured creditors appointed in its Chapter 11 case amended the
plan of liquidation to incorporate the settlement of Ally
Financial, Inc.'s secured claim totaling $18,507,755, as of
September 10, 2012.

Key provisions of the Ally Settlement Agreement are:

   1. Ally's Liquidated Claims, together with the additional sale
      expenses, will be allowed in the amount of $1,008,048, and
      will be paid, without deduction, out of the proceeds of the
      sale of the vehicle inventory Proceeds on the Effective Date
      of the Plan.

   2. On the Effective Date, $2,076,880 of the Vehicle Inventory
      Proceeds will be placed in escrow to cover Ally's
      Unliquidated Claims.

   3. On the Effective Date, $750,000 of the Vehicle Inventory
      Proceeds will be paid to Ally for application to the
      obligations under the Multilateral Guarantee related to
      amounts owed by Saab Great Britain.

   4. On the Effective Date, the Debtor's obligation under the
      Multilateral Guarantee related to the so-called "ANA
      Property" in Trollhatlan, Sweden, will be deemed satisfied
      without payment of any kind out of the Ally Collateral.

   5. On the Effective Date, the Liquidation Trust will receive
      the balance of the Vehicle Inventory Proceeds, estimated at
      $13.6 million, free and clear of any and all liens, claims
      and encumbrances of Ally.

   6. The Liquidation Trust will have a subrogation claim under
      the Multilateral Guarantee in the amount of $4,207,689 and
      will be enforceable against any surplus collateral in
      Europe.

   7. Ally agrees to vote to accept the Plan Proponents' Plan.

According to the Plan disclosures, while the Plan Proponents, on
the one hand, and Ally, on the other, have differing opinions on
(i) the strengths and weaknesses of the Ally Claim and the
likelihood of its allowance, in whole or in part, if fully
litigated, and (ii) the confirmation of a competing plan, they did
agree that resolution of the Ally Claim under the Plan Proponents'
Plan would facilitate confirmation of that Plan.  Any litigation
over a competing plan and the Ally Claim would be hotly contested
and costly and unduly prolong the bankruptcy case with the results
being uncertain at best, the Plan Proponents state.

The Plan contemplates a percentage recovery for the unclassified
and classified claims and equity interest as follows:

   Class of Claim                    Amount Allowed   % Recovery
   --------------                    --------------   ----------
   Unclassified Allowed                 $154,875        100%
   Administrative Expenses and
   Priority Tax Claims

   Class 1 - Other Priority Claims      $125,000        100%

   Class 2 - Secured CLS Claim          $744,695        100%

   Class 3 - Secured Ally Claim      $18,507,756        100%

   Class 4 - Secured Surety Claim     $1,150,189        100%

   Class 5 - General Unsecured Claims  $77 million    25%-82%

A full-text copy of the Second Amended Disclosure Statement dated
May 24, 2013, is available for free at:

           http://bankrupt.com/misc/SAABCARSds0524.pdf

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SAC CAPITAL: Braces for $3.5-Bil. Withdrawals
---------------------------------------------
Hedge fund billionaire Steven A. Cohen's SAC Capital Advisors LP
is bracing for about $3.5 billion in redemptions from outside
investors as a probe into insider trading at his $15 billion fund
intensifies, the Wall Street Journal reported on June 2, citing
people briefed on the matter.

A spokesman for SAC Capital declined to comment on the Journal
report, Reuters said.  June 3 is the deadline for investors to
submit second-quarter redemption notices.

According to Reuters, outside investors account for roughly $6.75
billion of SAC Capital's assets. Ahead of the redemption deadline,
people familiar with SAC Capital said the firm was bracing for
outside investors to redeem several billion dollars. In the first
quarter, investors put in notices to withdraw $1.7 billion by
year-end.

If the estimates of $3.5 billion hold, the outflows would
represent more than half of the firm's remaining outside capital,
the Journal report said. Cohen, 56, has roughly $8 billion of his
own money invested in SAC Capital.

The roughly $6.75 billion in outside investors' money includes
about $500 million at SAC Re, a reinsurance firm the hedge fund
recently set up. The money with the reinsurer is not subject to
investor redemptions.

Reuters has previously reported that people close to the fund
expect much of the outside money to be redeemed from the firm in
the wake of a decision by Blackstone Group LP to withdraw most of
the $550 million in customer money it has with SAC Capital.
Blackstone is Cohen's largest outside investor.

Magnitude Capital has emerged as the latest outside investor
asking for money back. The fund of hedge funds, which manages $3.1
billion, began redeeming funds in the first quarter of this year
and intends to submit another withdrawal notice for the second
quarter, according to a person with knowledge of the investment.

The U.S. government's long-running insider trading investigation
has so far resulted in nine one-time employees of the firm being
charged or implicated in insider trading schemes. Cohen himself
has not been charged with wrongdoing.


SAGECREST II: McGuireWoods Atty Sued Over Contract Breach
---------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the trustee for
the liquidated hedge fund SageCrest II LLC filed a $13 million
breach of contract suit in New York federal court against a
McGuireWoods LLP real estate partner and two businessmen alleging
they fraudulently wrested control of a 125-acre Honduran island
property while working on behalf of the fund.

According to the report, SageCrest trustee John D. Huber says
McGuireWoods partner T. Craig Harmon and businessmen John Mannix
and R. Jeffrey Gwin engaged in self-dealing by secretly granting
themselves a mortgage on the Roatan island property.

                        About SageCrest II

SageCrest II, LLC, SageCrest Finance, LLC, SageCrest Dixon, Inc.,
SageCrest Holdings Ltd., SCFR and SC Limited are part of a group
of funds commonly known as SageCrest Funds.  SageCrest II serves
as the domestic fund within the SageCrest Funds.  SCFR and SC
Limited serve as the offshore funds within the SageCrest Funds.

SC II directly on indirectly owns several special purpose entities
that hold (directly or indirectly) specific investments
investments of the SageCrest Funds, including a life insurance
portfolio, specialty finance loans to third parties an real estate
investments.

SC Limited and SCFR are Bermuda exempted companies limited by
shares and are not debtors in the Bankruptcy cases.  SC Holdings
is also a Bermuda exempted company limited by shares and is a
wholly owned subsidiary of SC Limited and SCFR.

SageCrest Finance is a Delaware limited liability company that was
formed as a wholly owned subsidiary of SageCrest II on March 22,
2007.

SageCrest Dixon is a special purpose entity within the SageCrest
Funds that owns real property at 900 Dixon Road in Toronto,
Canada, formerly the site of the Constellation Hotel.  SageCrest
Dixon is a wholly owned subsidiary of SageCrest Canada Holdings,
Inc., which is a wholly owned subsidiary of SageCrest II.

The Debtors primarily operate through two lines of business:
structured finance and real estate investment and development.

SageCrest Finance and SageCrest II filed Chapter 11 petitions on
August 17, 2008 (Bankr. D. Conn. Case Nos. 08-50755 and 08-50754),
and filings by SageCrest Holdings Limited (Bankr. D. Conn. Case
No. 08-50763) and SageCrest Dixon, Inc. (Bankr. D. Conn. Case No.
08-50844), followed.  The cases are jointly administered under
Lead Case No. 08-50754.

The Debtors estimate their assets at $100 million to $500 million.

On Oct. 7, 2008, the United States Trustee appointed a
committee of equity security holders, including in its membership
defendants Topwater Exclusive Fund III, LLC, and Wood Creek Multi-
Asset Fund, LP.  The Equity Committee is comprised of former
investors in SageCrest II with all committee members claiming they
redeemed their investments in that debtor.  Asserting they are
creditors -- and not equity holders -- of SageCrest II, both
Topwater and Wood Creek resigned from the Equity Committee.

Affiliate Antietam Funding LLC sought Chapter 11 bankruptcy
protection (Bankr. D. Conn. 10-52523) on Oct. 20, 2010.  Antietam
Funding LLC estimated assets of $50 million to $100 million and
debts of $100 million to $500 million.

Antietam's primary asset is a portfolio of life insurance
investments.

As reported in the Troubled Company Reporter, competing plans of
reorganization have been proposed in these proceedings.


SAN BERNARDINO, CA: Creditor Tries to Save Winston & Strawn
-----------------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that Winston & Strawn LLP
shouldn't be disqualified from representing a creditor in the
Chapter 9 bankruptcies of Stockton and San Bernardino, Calif.,
because the firm's hiring of five lawyers who represented CalPERS
doesn't amount to an "extreme" conflict, according to a filing in
California federal court.

According to the report, Winston had recruited at least five
lawyers -- including one partner and two associates who performed
more than 500 hours of legal services for CalPERS in the
bankruptcies -- from K&L Gates LLP, according to court filings.

                      About Stockton, Cal.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.

                   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.


SANCHEZ ENERGY: Moody's Rates $350MM Notes Caa1 & Assigns B3 CFR
----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Sanchez
Energy Corporation (Sanchez), including a B3 Corporate Family
Rating (CFR), a B3-PD Probability of Default Rating (PDR) and a
Caa1 rating to the company's proposed $350 million senior
unsecured notes. Moody's also assigned an SGL-3 Speculative Grade
Liquidity Rating reflecting adequate liquidity. The rating outlook
is positive.

Net proceeds from the notes offering will be used to repay
approximately $146 of cumulative borrowing under Sanchez's
revolving credit facility and its second lien term loan, add
approximately $195 million of cash to the balance sheet to fund
future capital spending, and pay related fees and expenses.

"Sanchez's rating is constrained by its small scale and single
basin exposure, as well as by an aggressive capital program for a
company this size," commented Saulat Sultan, Moody's Vice
President. "However its oil-weighted asset base in the prolific
Eagle Ford Shale and resulting high margins are positive rating
factors."

Sanchez Energy Corporation (Sanchez) is an independent oil and gas
exploration and production (E&P) company that primarily owns
139,000 net acres in the unconventional Eagle Ford Shale in South
Texas. The company became listed publicly listed in December 2011
and its assets are operated by privately held Sanchez Oil and Gas
(SOG). SOG manages Sanchez's assets and is reimbursed for all
costs incurred under a Master Service Agreement. Members of the
Sanchez family hold senior management and board positions at
Sanchez and SOG, and the company is owned approximately 16% by the
Sanchez family. Pro forma for its recent Cotulla acquisition, as
of March 31, 2013, Sanchez had proved reserves of 36.3 million
barrels of oil equivalent (MMBoe), of which 87% were liquids (75%
oil and 12% NGLs) and 31% were proved developed (PD). Pro forma
average daily production in the first quarter of 2013 was about
8,500 barrels of oil equivalent per day (boe/d), of which 86% were
liquids (74% oil and 12% NGLs).

Assignments:

Issuer: Sanchez Energy Corporation

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  Speculative Grade Liquidity Rating at SGL-3

  Senior Unsecured Regular Bond/Debenture at Caa1 (LGD 4, 61%)

Ratings Rationale

The B3 Corporate Family Rating (CFR) reflects Sanchez's small
scale and single basin focus, high leverage in terms of average
daily production and PD reserves, and significant anticipated
outspending of cash flow at least through 2014. The CFR is
supported by the company's oil-weighted asset base in the Eagle
Ford Shale -- one of the largest and most active unconventional
resource plays in the US, which results in high cash margins.

The unsecured notes are rated Caa1 reflecting both the overall
probability of default of Sanchez, to which Moody's assigns a PDR
of B3-PD. The company's senior secured borrowing base revolving
credit facility has first-lien claims to substantially all of its
assets. Given the priority claim and relatively significant size
of the secured revolver in the capital structure, the unsecured
notes are rated one notch below the B3 CFR under Moody's Loss
Given Default Methodology. Moody's gives 50% equity credit to the
company's convertible preferred stock based on our review of its
key terms.

The company should have adequate liquidity to cover its cash needs
through mid-2014 which is captured in the assigned SGL-3 rating.
Pro forma for the unsecured notes issuance, the company had over
$280 million of cash-on-hand. Combined with its undrawn $100
million borrowing base senior secured revolving credit facility,
total available liquidity would be more than $380 million. Moody's
expects the company to use cash from operations and available
liquidity to fund its significant capital spending program. The
borrowing base should grow over time as the company adds more
reserves to improve liquidity and add financial flexibility.

There are two financial covenants governing Sanchez's revolving
credit facility - a maximum Net Debt / EBITDAX ratio of 4.00x and
a minimum current ratio of 1.00x. The company should have
sufficient head room under the covenants through 2014 based on
current capital spending plans and expected cash flow generation.
There are no debt maturities until 2018 when the revolving credit
facility expires. Substantially all of Sanchez's assets are
pledged as security under the credit facility, however its Eagle
Ford assets could likely be sold raise cash if problems arise with
its aggressive capital program.

The positive outlook reflects our expectations that Sanchez will
successfully integrate the acquired Cotulla assets and rapidly
grow its production and reserves base. An upgrade is possible if
the company can achieve production volumes approaching 20,000
boe/d while growing its PD reserves base, reducing the debt to
average daily production ratio below $35,000 boe/d, and
maintaining adequate liquidity. A meaningful slowdown in
production growth and / or a material decrease in availability
under its revolver could prompt a downgrade. Sustained leverage
above $55,000 boe/d on a production basis and above $20 / boe on a
PD reserves basis could also lead to a negative ratings action.

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

Sanchez Energy Corporation is an independent oil and gas
exploration and production company headquartered in Houston,
Texas.


SANGUI BIOTECH: Incurs $131K Net Loss in March 31 Quarter
---------------------------------------------------------
Sangui Biotech International, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $130,606 on $33,388 of revenues
for the three months ended March 31, 2013, compared with a net
loss of $73,723 on $571 of revenues for the three months ended
March 31, 2012.

The Company reported a net loss of $826,906 on $81,431 of revenues
for the nine months ended March 31, 2013, compared with a net loss
of $631,439 on $2,795 of revenues for the nine months ended
March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$1.6 million in total assets, $211,419 in total current
liabilities, and stockholders' equity of $1.4 million.

Sangui Biotech International said: "The Company has accumulated
deficit of $32,712,938 as of March 31, 2013.  The Company incurred
a net loss applicable to common stockholders of $781,253 during
the nine months ended March 31, 2013, and used cash in operating
activities of $505,698 during the nine months ended March 31,
2013.  These conditions 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/ojAqIW

Sangui Biotech International, Inc., incorporated in Colorado in
1995, and its subsidiary, Sangui BioTech GmbH (Sangui GmbH).
Sangui GmbH, which is headquartered in Witten, Germany, is engaged
in the development of artificial oxygen carriers (external
applications of hemoglobin, blood substitutes and blood additives)
as well as in the development, marketing and sales of cosmetics
and wound management products.


SANUWAVE HEALTH: Copy of the Presentation to Investors
------------------------------------------------------
SANUWAVE Health, Inc., posted to its corporate web site a
presentation to be given by the management of the Company to
investors to provide an overview of the Company.  A copy of
management's presentation slides are available for free at:

                        http://is.gd/f5w0wh

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

SANUWAVE Health reported a net loss of $6.40 million on $769,217
of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.
The Company's balance sheet at March 31, 2013, showed $2.33
million in total assets, $13.64 million in total liabilities and a
$11.31 million total stockholders' deficit.


SATCON TECHNOLOGY: Supplier Makes $6MM Bid In Last-Minute Deal
--------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that China-based Great
Wall Energy on Wednesday reached an eleventh-hour deal to purchase
the assets of shuttered solar firm Satcon Technology Corp. for
$6.25 million, trumping a previous offer that had been teed up for
a sale hearing in Delaware bankruptcy court.

According to the report, Chapter 7 trustee Charles M. Forman had
tapped American Energy Industries Inc. as the winning bidder
following an April 29 auction and presented a sale motion for the
court's consideration, but the announcement of the new deal pushed
aside the previously scheduled agenda.

                     About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel.

The bankruptcy judge converted the Chapter 11 reorganization to a
Chapter 7 liquidation at the company's request in February 2013
after there were no bids acceptable to lender Silicon Valley Bank
and the bank refused to allow further use of cash.


SCHOOL SPECIALTY: Releases Copy of Disclosure Statement Order
-------------------------------------------------------------
School Specialty, Inc., and its affiliates filed with the U.S.
Securities and Exchange Commission a copy of the Bankruptcy
Court's order confirming their Second Amended Joint Plan of
Reorganization.  The Court ruled that the Debtors had satisfied
all requirements to confirm the Plan.

The Bankruptcy Court's confirmation sets the stage for the Debtors
to emerge from bankruptcy as a going concern at the time the Plan
becomes effective, which is expected to occur on or about June 7,
2013.

A. Summary of the Plan

The Plan is built around the following key elements, which are
qualified in their entirety by reference to the full text of the
Plan.

The Plan contemplates that, unless otherwise provided, (i) all ABL
DIP Financing Claims, (ii) all prepetition secured claims, (iii)
all Administrative Claims, inclusive of Claims against any of the
Debtors arising under Section 503(b)(9) of the Bankruptcy Code;
and (iv) all priority claims will be paid in full in Cash on or as
soon as practicable after the Effective Date.  In addition, unless
otherwise provided, the Plan provides for the treatment of Allowed
Claims against, and Equity Interests in, the Debtors as follows:

* The Ad Hoc DIP Lenders will receive (i) Cash in an approximate
   amount of $98.3 million, which amount is subject to change
   based on assumptions and factors identified in the Plan, and
  (ii) 65 percent of the New SSI Common Stock based on the
   assumption that the Debtors will close on an exit term loan
   facility of $145 million;

* Each holder of an Allowed General Unsecured Claim will receive
   a deferred Cash payment equal to 20 percent of that Allowed
   Claim, plus interest, on the terms described in the Plan.

* Each holder of an Allowed Trade Unsecured Claim, that is, the
   holder of an unsecured claim of any entity arising from such
   entity's provision of goods or services to the Debtors in
   the ordinary course of its prepetition trade relationship with
   the Debtors, with whom the Reorganized Debtors continue to do
   business after the Effective Date, will receive a deferred Cash
   payment equal to 20 percent of that Allowed Claim, plus
   interest, on the terms described in the Plan.  Those holders
   may increase their percentage recoveries to 45 percent, plus
   interest, pursuant to the Trade Election described in the Plan.

* Each holder of an Allowed Noteholder Unsecured Claim, that is,
   a holder of the Company's 3.75 percent Convertible Subordinated
   Notes due 2026, will receive its Pro Rata share of 35 percent
   of the New SSI Common Stock.

* Each holder of a Convenience Class Claim, that is, any Allowed
   General Unsecured Claim or Allowed Trade Unsecured Claim of
   $3,000 or less, or any holder of a General Unsecured Claim or
   Trade Unsecured Claim in excess of $3,000 that agrees to
   voluntarily reduce the amount of its Allowed Claim to $3,000
   pursuant to the Convenience Election described in the Plan,
   will receive a Cash payment equal to 20 percent of that Allowed
   Claim on or as soon as practicable after the Effective Date.

* Holders of Equity Interests in SSI, including claims arising
   out of or with respect to such stock interests, will not
   receive any distribution under the Plan.

B. Exit Facilities

On or before the Effective Date, the Debtors intend to close on
Exit Facilities which will, among other things, be used to (i) pay
in Cash the DIP Financing Claims, to the extent provided for in
the Plan, (ii) make required Distributions under the Plan, (iii)
satisfy certain Plan-related expenses, and (iv) fund the
Reorganized Debtors' working capital needs.

C. Equity Interests

As of May 30, 2013, there are 19,178,949 shares of Company common
stock outstanding, all of which are expected to be cancelled and
extinguished on the Effective Date.

Article V.H.2 of the Plan provides that on the Effective Date,
Reorganized SSI will issue for distribution the New SSI Common
Stock pursuant to the terms of the Plan and the Plan Supplement
Documents, subject to dilution pursuant to the Management
Incentive Plan.  The Company anticipates that approximately one
million shares of New SSI Common Stock will be issued on or about
the Effective Date pursuant to the Plan, such that a total of
approximately one million shares of New SSI Common Stock would be
outstanding immediately following the Effective Date, subject to
dilution pursuant to the Management Incentive Plan.

On the Effective Date, Equity Interests in the Subsidiaries will
be deemed cancelled and extinguished and shall be of no further
force and effect, whether surrendered for cancelation or
otherwise. On the Effective Date, each Reorganized Subsidiary
shall be deemed to issue and distribute the New Subsidiary Equity
Interests. The ownership and terms of the New Subsidiary Equity
Interests in the Reorganized Subsidiaries shall be the same as the
ownership and terms of the Equity Interests in the Subsidiaries
immediately prior to the Effective Date, unless otherwise provided
in the Plan Supplement.

D. Reincorporation in Delaware

On the Effective Date, the Company will be reincorporated as a
Delaware corporation.  On or prior to the Effective Date, the
Company will cause a new wholly-owned subsidiary to be formed in
Delaware.  On the Effective Date, the Company will enter into a
plan of merger with such Delaware subsidiary, providing for the
Company to merge with and into such Delaware subsidiary on the
Effective Date, so that the Company's separate corporate existence
as a Wisconsin corporation will cease and the Delaware subsidiary
will be the surviving corporation.

E. Appointment of Senior Executive Officers and Directors

Pursuant to Article V.H.4 of the Plan, on the Effective Date, the
terms of the current directors, managers of the boards of
directors or board of managers of the Debtors, as the case may be,
will expire and those directors and managers will be deemed
removed from such boards.  The initial board of directors of
Reorganized SSI and the Reorganized Subsidiaries shall initially
be comprised of five members, constituted as follows: (a) one
director will be the Company's Chief Executive Officer, Michael P.
Lavelle; (b) three directors will be designated by the three
largest Ad Hoc DIP Lenders (as determined based on outstanding
principal amount of the Ad Hoc DIP Loans on the Record Date), and
who will include Madhu Satyanarayana, Justin Lu and a director
still subject to selection; and (c) one director, who is
anticipated to be independent, will be designated collectively by
all other Ad Hoc DIP Lenders.

On the Effective Date, the officers of each of the Reorganized
Debtors shall be appointed in accordance with the New
Organizational Documents and other constituent documents of each
Reorganized Debtor.  The Company anticipates that the current
officers of the Company will remain in the same roles following
the Effective Date.

F. Restructuring

Article V.H.6 of the Plan provides that on the Effective Date or
as soon as reasonably practicable thereafter, the Reorganized
Debtors may simplify and rationalize their corporate structure by
eliminating certain entities that are deemed no longer essential
to the Reorganized Debtors.  The Company anticipates that it will
reincorporate from Wisconsin to Delaware on the Effective Date.

G. Management Incentive Plan

Pursuant to Article V.H.9 of the Plan, following the Effective
Date, the terms of a Management Incentive Plan will be determined
by the New Board.  Pursuant to the Management Incentive Plan,
Reorganized SSI may grant participating employees, officers and
directors New SSI Common Stock or options to acquire shares of New
SSI Common Stock, or to provide such participating employees,
officers and directors with such other consideration, including
cash bonuses.

A copy of the Confirmation Order is available at:

                        http://is.gd/LJaD6R

                       About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.


SCHOOL SPECIALTY: Court Approves Amendment to ABL DIP Facility
--------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized School Specialty, Inc., and its debtor
affiliates to amend these agreements:

   (A) the Senior Secured Super Priority Debtor-in-Possession
       Credit Agreement by and among the Company, certain of its
       subsidiaries, U.S. Bank National Association, as
       Administrative Agent and Collateral Agent and the lenders
       party to the Ad Hoc Amendment; and

   (B) the Debtor-in-Possession Credit Agreement by and among
       Wells Fargo Capital Finance, LLC (as Administrative Agent,
       Co-Collateral Agent, Co-Lead Arranger and Joint Book
       Runner), and GE Capital Markets, Inc. (as Co-Collateral
       Agent, Co-Lead Arranger and Joint Book Runner and
       Syndication Agent), General Electric Capital Corporation
      (as Syndication Agent), and the lenders that are party to
       the Asset-Based Credit Agreement and the Company and
       certain of its subsidiaries (the "ABL Amendment").

The Ad Hoc Amendment, executed on May 3, 2013, among other things,
(1) sets a new schedule of milestones; (2) modifies the deadline
for a Ad Hoc DIP Agreement covenant related to certain third party
agreements to no later than May 31, 2013, and (3) allows the
lenders under the Ad Hoc DIP Agreement to accept repayment
consideration in the form of capital stock of the reorganized
Company in addition to cash.

The ABL Amendment, executed on May 6, 2013, among other things,
(1) sets a new schedule of milestones, and (2) limits the
revolving loan amounts to $55,000,000 until the Administrative
Agent has received exit financing commitment letters.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.


SCHOOL SPECIALTY: Requests for Equity Committee Appointment Denied
------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware, for reasons stated on the record, denied Dwight
Bonnell and Prabin Shiwakoli's requests for the appointment of an
official committee of equity security holders in the Chapter 11
case of School Specialty, Inc., and its debtor affiliates.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.


SEAN DUNNE: Trustee Supports Parallel Irish Bankruptcy
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sean Dunne, the Irish real estate developer, may end
up with a parallel bankruptcy in Ireland, if the opinion of his
U.S. bankruptcy trustee has sway with the U.S. Bankruptcy Court in
Bridgeport, Connecticut.

According to the report, Mr. Dunne filed for Chapter 7 bankruptcy
in March in Connecticut, saying he is now resident in the U.S.
After Mr. Dunne filed lists of his assets and creditors, Ulster
Bank Ireland Ltd. responded on May 17 with papers asking the U.S.
court to allow involuntary bankruptcy in Ireland to proceed.  The
Dublin-based bank said Mr. Dunne is an "Irish national with Irish
debts and Irish assets," and "tenuous" connections with the U.S.

The report notes that Mr. Dunne's Chapter 7 trustee, Richard M.
Coan, filed papers last week supporting the idea of a parallel
bankruptcy in Ireland.  He said that Mr. Dunne's "Irish
connections are paramount."  Mr. Coan said there are no U.S.
creditors and that fundamental issues in the bankruptcy will be
governed by Irish law.  He concluded that a bankruptcy in Ireland
will be "beneficial to creditors" and will be "necessary for
complete and just administration of the assets."  Ulster Bank
initiated involuntary bankruptcy proceedings in Ireland six week
before Mr. Dunne filed for Chapter 7 bankruptcy in the U.S.  The
U.S. proceedings automatically stopped the bank from serving
papers on Mr. Dunne commencing the Irish bankruptcy in earnest.

The report says that pointing to Mr. Dunne's own lists of assets
and liabilities, the bank said that all of his real estate and
bank accounts are in Ireland while all creditors are outside the
U.S., mostly in Ireland.  The bank and Mr. Coan want bankruptcy
trustees in Ireland and the U.S. to work out a protocol for their
cooperation.

The report relates that the bank said it has a judgment for 164.6
million euros ($214 million) against Mr. Dunne.  The bank says Mr.
Dunne owes it about 300 million euros on guarantees and 18 million
euros on a personal loan.

                          About Sean Dunne

Irish real estate developer Sean Dunne filed a liquidating
Chapter 7 bankruptcy petition (Bankr. D. Conn. Case No. 13-50484)
on March 30, 2013, in Bridgeport, Connecticut.  Mr. Dunne says he
now lives and works in Connecticut.

Mr. Dunne said he filed for bankruptcy in the U.S. because Ulster
Bank was applying to an Irish court for permission to commence
bankruptcy proceedings there.

The formal lists of property and debt Dunne filed in May in the
U.S. court shows assets with a total claimed value of $55.2
million and liabilities totaling $942.2 million.  The assets
include $40.8 million of real estate, all in Ireland. Among the
$280.2 million in secured creditors and $612.2 million in
unsecured creditors, almost all are in Ireland.


SEARS HOLDINGS: Incurs $292 Million Net Loss in First Quarter
-------------------------------------------------------------
Sears Holdings Corporation reported a net loss of $292 million on
$8.45 billion of merchandise sales and services for the 13 weeks
ended May 4, 2013, as compared with net income of $194 million on
$9.27 billion of merchandise sales and services for the 13 weeks
ended April 28, 2012.

The Company's balance sheet at May 4, 2013, showed $19.39 billion
in total assets, $16.47 billion in total liabilities and $2.92
billion in total equity.

"Last November, we announced that we would be considering actions
to raise at least $500 million of additional liquidity in 2013,"
said Rob Schriesheim, Sears Holdings' chief financial officer.
"As one of a number of options available to us, we are currently
in the process of evaluating strategic alternatives for our
Protection Agreement business, including a possible sale, joint
venture or recapitalization of the business, or some combination
of these alternatives.  These alternatives could, if successful,
create additional liquidity, in excess of our minimum target of
$500 million, but there is of course no assurance that we will
complete any transaction relating to the Protection Agreement
business in 2013.  Regardless of the outcome of this process,
Protection Agreements are and will continue to be an integral part
of our value proposition for our members, particularly in our Home
Appliance business.  Sears of course will continue to service all
existing agreements as well as continue to sell and service
protection agreements going forward."

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

                        http://is.gd/C1ucxv

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

                        http://is.gd/dFwtjb

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SEMGROUP CORP: Moody's Rates $350MM Sr. Unsecured Notes 'B3'
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to SemGroup
Corporation's (SemGroup) proposed $350 million senior unsecured
notes due 2021. Moody's also affirmed the B1 Corporate Family
Rating (CFR), upgraded the Probability of Default Rating to B1-PD
from B2-PD and upgraded the senior secured bank credit facility
rating to Ba2 from B1. The outlook is stable.

Proceeds from the proposed notes offering will be used to fund the
$300 million acquisition of Chesapeake Energy Corporation's
Mississippi Lime Midstream assets and to repay borrowings under
SemGroup's senior secured bank credit facility. The acquisition is
expected to close by the third quarter of 2013, subject to market
conditions.

Issuer: SemGroup Corporation

Rating Assignments:

  US$350 million Senior Unsecured Regular Bond/Debenture, assigned
  B3

  US$350 million Senior Unsecured Regular Bond/Debenture, assigned
  LGD5-80%

  Senior Secured Bank Credit Facility, upgraded to Ba2 from B1

  Senior Secured Bank Credit Facility, upgraded to LGD-2 26% from
  LGD-3 37%

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

Rating Affirmations

  Corporate Family Rating, Affirmed B1

  Speculative Liquidity Rating, Affirmed SGL-3

Ratings Rationale

SemGroup's B1 Corporate Family Rating is supported by its
improving business risk profile and the increasing proportion of
fee-based cash flows within strong growth areas. The rating is
restrained by its small scale, large growth capital expenditures
and evolving corporate structure associated with its MLP
subsidiary.

The proposed $350 million senior unsecured notes are rated B3 and
the $500 million senior secured bank credit facility is rated Ba2,
under Moody's Loss Given Default (LGD) Methodology. This notching
from SemGroup's B1 CFR reflects the relative size of the amended
senior secured facility's potential priority claim against the
senior unsecured notes.

SemGroup owns a diverse suite of mid-stream assets focused on the
gathering, transportation, and storage of crude oil and natural
gas. The company's core crude oil gathering, transportation, and
storage assets are held at Rose Rock Midstream Partners (Rose
Rock, unrated), a subsidiary of SemGroup that completed its IPO in
December 2011 as a Master Limited Partnership (MLP). Rose Rock
operates in the DJ Basin, Niobrara, and Granite Wash. SemGroup
received proceeds of $127 million from the offering and retains
the 2% General Partner (GP) interests, Incentive Distribution
Rights (IDRs), and 57% of the Limited Partner (LP) interests. The
remainder of SemGroup's North American assets are owned between
two subsidiaries, operating in the Mississippian Lime, Montney,
and Duvernay Shale plays. The company also owns a petroleum
products storage facility in the U.K. and asphalt terminals in
Mexico.

SemGroup entered into a definitive agreement to acquire the equity
interest of Mid-America Midstream Gas Services, LLC (a wholly
owned subsidiary of Chesapeake Energy Corporation) for $300
million in cash. The asset acquisition consists of gas gathering
and processing assets in the Mississippi Lime play and is backed
by acreage dedication and a 20 year, 100% fee-based gas gathering
and processing agreement by Chesapeake Energy Corporation. We view
this acquisition as complimentary to SemGroup's existing pipeline
and storage assets across its Kansas / Oklahoma system. Pro forma
the acquisition, SemGroup will have total natural gas processing
capacity of 600 million cubic feet per day (MMcfd) and
approximately 655,000 net acreage dedicated in the Mississippi
Lime play which will provide for organic growth opportunities and
the potential for drop-downs to Rose Rock Midstream.

The B1 CFR incorporates the expectation that as more projects are
developed in core areas at the SemGroup level, they may eventually
be dropped down into Rose Rock Midstream LP with the cash proceeds
going up to SemGroup. SemGroup will benefit from additional
dropdowns through the initial cash proceeds as well as the future
distributions, which are expected grow along with the expansion
and development of Rose Rock's crude oil gathering and storage
assets.

"We expect SemGroup's consolidated debt levels to rise over the
next 12-18 months as the company draws on its revolver to fund
increased capital expenditures. The anticipated cash flows and
EBITDA growth from organic projects are expected to come online in
staggered phases through the first quarter of 2016 and are
expected to sustain consolidated leverage below 4.0x."

The stable outlook reflects our expectation that SemGroup will
successfully execute its planned capex program while maintaining
adequate liquidity and keeping financial leverage below 4.0x. An
upgrade is unlikely, given the fact that the company is coming out
of a transformative stage and has little track record with its MLP
structure. A positive outlook may be considered if the company
utilizes its high return on capital to grow and improve its asset
base to levels more consistent with its peers. The ratings could
be downgraded if the company's leverage profile exceeds 4.5x as a
result of a leveraging acquisition, if the company acquires assets
with a less favorable business risk profile, or if contract
coverage of revenues declines.

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

SemGroup Corporation is a publicly-traded, midstream energy
company headquartered in Tulsa, Oklahoma.


SEMGROUP CORP: S&P Assigns 'B+' Rating to $350MM Notes
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on SemGroup Corp.  The outlook is stable.
At the same time, S&P revised its senior secured recovery rating
to '1' from '2' and raised the rating on the company's revolving
credit facility to 'BB' from 'BB-'.  S&P also assigned its 'B+'
senior unsecured rating to the company's proposed $350 million
notes, along with a '4' recovery rating.

Standard & Poor's 'B+' rating on SemGroup Corp. reflects its
"weak" business risk profile, characterized by its small scale,
fragmented asset base, and modest commodity price exposure.  The
company's adequate liquidity and manageable financial leverage
only partially mitigate these risks.  SemGroup also owns 100% of
the general partnership and 57% of the limited partnership
interests in Rose Rock Midstream L.P.

"The stable rating outlook reflects S&P's view that SemGroup will
maintain adequate liquidity, with a ratio of debt to EBITDA below
4x, and will fund growth projects in a balanced manner," said
Standard & Poor's credit analyst Nora Pickens.

S&P could consider an upgrade over time if the company expands its
size and diversity while maintaining current leverage measures.
S&P could lower the rating if one or more of the company's
business segments underperforms, or if the company mainly uses
debt to finance an acquisition or growth-related capital spending,
such that debt to EBITDA exceeds 4.5x for a sustained period.


SEVEN CANYONS: Northlight Financial Acquires Majority Stake
-----------------------------------------------------------
Northlight Financial LLC, a manager of private equity debt and
real estate assets, has announced its acquisition of a majority
stake in Seven Canyons, a Sedona, Arizona 18-hole, Tom Weiskopf
designed golf course and associated residences and clubhouse.  The
investment was made through investment vehicles managed by
Northlight.

Northlight also disclosed that it has retained Scottsdale
headquartered Enchantment Group, a hospitality management company,
to manage the facility and guide its restoration.

Northlight, which is actively involved in underperforming
hospitality asset acquisitions, acquired Seven Canyons through a
bankruptcy court proceeding.

"We see substantial value in Seven Canyons," said Ben Gerig, head
of Northlight's real estate investments.  "It's a beautiful golf
course in one of the most spectacular settings in North America.
The potential is enormous."

Northlight has recently invested in a number of resort properties
across the western United States, including two in Arizona, Seven
Canyons in Sedona and Quintero Golf and Country Club outside of
Phoenix; Wyoming's Snake River Sporting Club near Jackson, WY; and
The Residence Club at PGA West in La Quinta, CA.

Northlight indicated it retained Enchantment Group to manage Seven
Canyons because of the hospitality firm's long and deep ties to
the Sedona area, where the group has operated Enchantment Resort
since 1987, and Mii amo Spa since launching it in 2001.  Both are
award-winning facilities that have nurtured strong bonds to their
community.

"We look forward to restoring Seven Canyons to its original
excellence," said Mark Grenoble, president of Enchantment Group,
who elaborated that when it opened in 2003 Seven Canyons won
accolades throughout the golf world.  It frequently won mention as
among the top 100 golf courses as recently as five years ago.

The setting -- surrounded by more than 100,000 acres of Coconino
National Forest amidst the pines and red rocks of Northern Arizona
-- has consistently won praise for its visually dazzling
uniqueness.

Caught in the maelstrom that hit Arizona especially hard, the
facility suffered setbacks in recent years but, said Grenoble,
"the fundamentals are there to swiftly re-establish this as a
premier golf club in the top echelon of courses across North
America.  The addition of Seven Canyons Golf Club to our
Enchantment portfolio in Sedona, which includes the world's best
spa and an award-winning resort, will make this an even more
desirable destination."

Grenoble added that Northlight brings the required capital needed
to complete the clubhouse and renovate the course.  Exact
timelines are still being finalized.

                         About Northlight

Northlight is an established corporate lender and asset-based
investor that currently manages over $500 million in corporate
loans, real estate loans and REO properties.  Northlight was
founded in November 2002. Northlight has been registered as an
Investment Advisor with the US Securities Commission since 2006.

                     About Enchantment Group

Enchantment Group focuses on developing and managing all aspects
of resorts, spas and communities.  Headquartered in Scottsdale,
Arizona, Enchantment Group provides highly personalized branded or
customized resort and spa development and management services in
ways that maximize performance and return on investment.  Award-
winning properties managed by Enchantment Group include
destination spa Mii amo and Enchantment Resort in Sedona, Arizona,
and the Tides Inn in Irvington, Virginia.


SMART ONLINE: Sells $400,000 Add'l Convertible Secured Note
-----------------------------------------------------------
Smart Online, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$400,000 to a current noteholder upon substantially the same terms
and conditions as the Company's previously issued notes.  The
Company is obligated to pay interest on the New Note at an
annualized rate of 8 percent payable in quarterly installments
commencing Aug. 22, 2013.  As with the Existing Notes, the Company
is not permitted to prepay the New Note without approval of the
holders of at least a majority of the aggregate principal amount
of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

                         About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $1.24 million in total
assets, $29.82 million in total liabilities, and a $28.57 million
total stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


SPRINGLEAF FINANCE: Prepays $500MM Under 2011 Credit Facility
-------------------------------------------------------------
Springleaf Financial Funding Company prepaid, without penalty or
premium, $500 million under its Amended and Restated Credit
Agreement, dated as of May 10, 2011, among the Borrower,
Springleaf Finance Corporation, the subsidiary guarantors party
thereto, Bank of America, N.A., and the other lenders party
thereto, et al.

Following the prepayment, the current outstanding principal amount
under the Credit Agreement is approximately $2.035 billion.

                       About Springleaf Finance

Evansville, Indiana-based Springleaf Finance Corporation is a
financial services holding company with subsidiaries engaged in
the consumer finance and credit insurance businesses.  The Company
provides secured and unsecured personal loans to customers who
generally need timely access to cash and also offers associated
insurance products.  At Dec. 31, 2012, SLFC had $11.7 billion of
net finance receivables due from over 973,000 customer accounts
and $3.4 billion of credit and non-credit life insurance policies
in force covering over 630,000 customer accounts.

At Dec. 31, 2012, the Company had 852 branch offices in the United
States, Puerto Rico, and the U.S. Virgin Islands.

Springleaf Finance reported a net loss of $220.7 million on net
interest income (before provision for finance receivable losses)
of $625.3 million in 2012, compared with a net loss of
$224.7 million on net interest income (before provision for
finance receivable losses) of $601.2 million in 2011.

                          *     *     *

As reported in the TCR on March 3, 2013, Standard & Poor's Ratings
Services splaced its ratings on SLFC, including its 'CCC/C' issuer
credit ratings, on CreditWatch with positive implications.


SPIRE CORP: Stockholders Elect Seven Directors to Board
-------------------------------------------------------
Spire Corporation held a Special Meeting in Lieu of Annual Meeting
of Stockholders on May 16, 2013, at which the stockholders elected
Udo Henseler, David R. Lipinski, Mark C. Little, Roger G. Little,
Michael J. Magliochetti, Guy L. Mayer and Roger W. Redmond to the
Board of Directors to hold office until the 2014 annual meeting of
stockholders.

The stockholders ratified the selection of McGladrey LLP to act as
the Company's independent registered public accountants for the
fiscal year ending Dec. 31, 2013.  The shareholders voted approve
on a non-binding and advisory basis the compensation paid to the
Company's named executive officers.  Moreover, the shareholders
approved the holding of future advisory votes on named executive
officer compensation every three years.

                          About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

McGladrey LLP, in Boston, Massachusetts, expressed substantial
doubt about Spire Corporation's ability to continue as a going
concern.  The independent auditors noted that during the year
ended Dec. 31, 2012, the Company incurred a loss from continuing
operations of $4.8 million and continuing operating cash flows
used $6.9 million in cash.  In addition, the independent auditors
noted that the Company's credit agreements are due to expire on
June 29, 2013.

The Company reported a net loss of $1.9 million on total net sales
and revenues of $22.1 million in 2012, compared with a net loss of
$1.5 million on total net sales of $58.7 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $15.06
million in total assets, $9.88 million in total liabilities and
$5.18 million in total stockholders' equity.


SPIRIT REALTY: Macquarie Group Had 7.7% Equity Stake at Jan. 22
---------------------------------------------------------------
Macquarie Group Limited and its affiliates disclosed in a
regulatory filing with the U.S. Securities and Exchange Commission
that, as of Jan. 22, 2013, they beneficially owned 6,573,855
(deemed beneficially owned as a result of Macquarie Group Limited
being the ultimate parent company of Macquarie Group (US) Holdings
No. 1 Pty Limited and Macquarie Investment Management Limited) of
Spirit Realty Capital, Inc., representing 7.7 percent of the
shares outstanding.  A copy of the amended Schedule 13D is
available for free at http://is.gd/vZYjzx

                        About Spirit Realty

Spirit Finance Corporation (now known as Spirit Realty Capital,
Inc.) headquartered in Phoenix, Arizona, is a REIT that acquires
single-tenant, operationally essential real estate throughout
United States to be leased on a long-term, triple-net basis to
retail, distribution and service-oriented companies.

The Company incurred a net loss of $76.23 million in 2012, a net
loss of $63.86 million in 2011, and a net loss of $86.53 million
net loss in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $3.24 billion in total assets, $1.99 billion in total
liabilities and $1.25 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Jan. 30, 2013, Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Spirit Realty
Capital Inc. (Spirit) on CreditWatch with positive implications.

"The CreditWatch placement follows the announcement that Spirit
will merge with Cole Credit Property Trust II (unrated), a
nontraded REIT, in a stock-for-stock exchange," said credit
analyst Elizabeth Campbell.  "The merged company, which will
retain the name Spirit, will become the second-largest publicly
traded triple-net-lease REIT in the U.S. with a pro forma
enterprise value of approximately $7.1 billion."

As reported by the TCR on April 19, 2013, Moody's Investors
Service withdrew its Caa1 corporate family rating for Spirit
Realty Capital.  Moody's has withdrawn the rating for business
reasons.


STAFFORD LOGISTICS: S&P Assigns 'B-' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'B-'
corporate credit rating to Stafford Logistics Holdings Inc.
(Stafford Logistics).  The outlook is stable.

At the same time, based on preliminary terms and conditions, S&P
assigned a 'B-' issue rating (the same as the corporate credit
rating) and recovery rating of '3' to the proposed $10 million
revolving credit facility due 2018 and $120 million first-lien
term loan facility due 2019.

The company plans to use the first-lien term loan proceeds to
repay $106 million of existing debt, fund $9 million of cash to
the balance sheet, and cover transaction fees and expenses.  S&P
expects the $10 million revolving credit facility to be undrawn at
close of the transaction.

"The ratings on Stafford Logistics reflect our assessment of its
business risk profile as vulnerable and its financial risk profile
as highly leveraged," said Standard & Poor's credit analyst Pranay
Sonalkar.  "We assess its management and strategy as fair," he
added.

The outlook is stable.  S&P expects the company's improving
profitability and modest free cash flow generation to support a
financial profile consistent with the ratings.  S&P also expects
the company will maintain its very aggressive financial policy and
pursue shareholder rewards.  S&P's expectations at the current
rating include FFO to debt of around 10%.

S&P could raise the ratings if FFO to debt were to exceed 14% and
debt to EBITDA were to remain less than 5x on a consistent basis,
and the business risk profile improved through more customer
diversity.

S&P could lower ratings if operating challenges as a result of the
loss of several contracts were to materially decrease EBITDA
margins combined with large debt-financed shareholder rewards
resulting in significantly weaker liquidity or FFO to debt of
below 5%.


STALLION OILFIELD: Moody's Rates $350MM Sr. Secured Term Loan 'B3'
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Stallion
Oilfield Holding, Inc.'s proposed $350 million senior secured term
loan due 2018. The proceeds from this term loan will be used to
repay $134 million outstanding of senior secured notes, fund a
distribution to shareholders of about $217 million, and pay
related fees and expenses. The rating outlook is stable.

"This transaction and resulting increase in leverage was already
incorporated in Stallion's rating, given our November 2012 ratings
action," commented Saulat Sultan, Moody's Vice President. "While
Stallion's scale and leverage metrics could warrant higher
ratings, there remains high event risk given non-strategic nature
of Stallion's owners."

Rating assignments:

  350 Million Senior Secured Term Loan due 2018, Rated B3 (LGD 3,
  48%)

Moody's current ratings for Stallion Oilfield Holding, Inc. are:

  Corporate Family Rating of B3

  Probability of Default Rating of B3-PD

Ratings Rationale

Stallion's B3 Corporate Family Rating (CFR) reflects the company's
relatively small size and dependence on the highly cyclical
onshore drilling activity in the United States. The rating is also
restrained by Stallion's private ownership by former creditors (as
a result of its bankruptcy in 2009) and resulting high event risk.
The CFR is supported by Stallion's geographic diversity, high
margins, stable cash flow generation, and reasonable leverage
metrics.

The B3 rating on the $350 million term loan reflects both the
overall probability of default of Stallion, to which Moody's has
assigned at B3-PD Probability of Default Rating, and a loss given
default of LGD 3, 48%, under Moody's Loss Given Default
Methodology. In addition to the term loan, Stallion will have a
$65 million Asset-Based Lending (ABL) credit facility, secured by
inventory and accounts receivable , with a borrowing base of $52
million, as of March 31, 2013. The term loan will have a first
lien on Stallion's assets, with a carve-out for the ABL facility,
which results in the term loan being rated same as the CFR.

The stable outlook is based on our view of the company's ability
to generate sufficient earnings and cash flow to service its debt
obligations and our expectations of adequate liquidity. We could
change Stallion's outlook and / or ratings if there is an event
such as a potential sale of the company through public or private
markets. The ratings could be upgraded if the company continues to
grow while maintaining appropriate leverage profile (debt / EBITDA
below 2.5x). Stallion's ratings could be downgraded if leverage
increases above 3.0x for a sustained period or if its cash flows
weaken materially due to macroeconomic or company-specific
factors.

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

Headquartered in Houston, Texas, Stallion Oilfield Holdings, Inc.
is a provider of wellsite support, completion, production and
logistics services to upstream oil and gas companies and contract
drillers in the United States.


STAMP FARMS: Converted to Chapter 7 in Control Fight
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Stamp Farms LLC, once the owner of about 20,000 acres
spread across six Michigan counties, will have the remainder of
its liquidation overseen by a trustee in Chapter 7.

To transfer ownership before the spring planting season, the
bankruptcy court approved the sale of the assets in February to
Boersen Farms Inc. for $22.8 million.  There were no competing
bids at the auction.

According to the report, faced with an incipient fight for
control, a U.S. bankruptcy judge in Grand Rapids, Michigan, on his
own convened a hearing asking the parties whether the case should
remain in Chapter 11 or be converted to liquidation in Chapter 7
where a trustee is appointed automatically.

The Bloomberg report discloses that last week, U.S. Bankruptcy
Judge Scott W. Dales wrote an opinion where he concluded that the
remainder of the liquidation could be completed more economically
by a Chapter 7 trustee.  He therefore converted the case to
liquidation.  Judge Dales also saw conversion to Chapter 7 as a
means for avoiding complicated litigation over who was entitled to
control the company in Chapter 11.

                         About Stamp Farms

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Stamp Farms sells its grain to Northstar Grain, L.L.C., solely
owned by Mike Stamp, which conducts a grain elevator business on
land it owns and leases and upon which buildings, grain storage
bins, grain loading and related equipment and rail spurs are
located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtors are
represented by Michael S. McElwee, Esq., and Robert D. Mollhagen,
Esq., at Varnum LLP.  O'Keefe & Associates Consulting, L.L.C.
serves as financial restructuring advisors.

The Official Committee of Unsecured Creditors tapped Steve
Jakubowski, Esq., at Robbins, Salomon & Patt, Ltd., as its
counsel, and Emerald Agriculture, LLC, as its financial
consultant.


STANDARD DRILLING: Incurs $1.1-Mil. Net Loss in First Quarter
-------------------------------------------------------------
Standard Drilling, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.1 million on $188,762 of revenue for
the three months ended March 31, 2013, compared with a net loss of
$785,244 on $23,035 of revenue for the same period last year.

The Company's balance sheet at March 31, 2013, showed
$4.1 million in total assets, $3.3 million in total liabilities,
and stockholders' equity of $772,220.

According to the regulatory filing, because the business is new
and has no history and relatively few sales, no certainty of
continuation can be stated.  "The Company has suffered losses from
operations and has a working capital deficit, which 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/i5e7B4

San Francisco, Calif.-based Standard Drilling, Inc., entered, on
Feb. 1, 2013, into an Acquisition and Share Exchange Agreement by
and among (i) Standard Drilling, (ii) EFactor, and (iii) certain
shareholders of EFactor, pursuant to which 20 holders of
approximately 70% of the outstanding common stock of EFactor
transferred to us 6,580,250 of the common stock of EFactor in
exchange for the issuance of 50,000,000 shares of the Company's
common stock and 5,000,000 shares of a yet to be created series of
preferred stock to be entitled the "Series A Convertible Preferred
Stock.  This transaction closed on Feb. 11, 2013.  EFactor was
deemed to be the accounting acquirer in this transaction and as a
result this transaction was accounted for as reverse merger.

EFactor was incorporated in the state of Delaware on Oct. 30,
2007, and provides full-featured social network for entrepreneurs.
EFactor provides a platform that enables access to a network of
contacts, registration for networking events, advisory consulting,
various business tools and a broad range of services and
information.

On Oct. 31, 2012, EFactor merged with EQmentor, an online
professional development company that provides working
professionals 24/7 access to a custom-matched mentor, a global
cross-industry peer community, and repositories of knowledge to
empower high performance in the workplace organized in 2007.

On Feb. 14, 2013, EFactor acquired MCC International, a Public
Relations and Communications agency, founded in 1988.  The agency
based in the United Kingdom promotes high and emerging technology
and science companies, as well as professional service
organizations, from entrepreneur start-ups and spin-offs to global
consumer brands.


STOCKTON, CA: Creditor Tries to Save Winston & Strawn
-----------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that Winston & Strawn LLP
shouldn't be disqualified from representing a creditor in the
Chapter 9 bankruptcies of Stockton and San Bernardino, Calif.,
because the firm's hiring of five lawyers who represented CalPERS
doesn't amount to an "extreme" conflict, according to a filing in
California federal court.

According to the report, Winston had recruited at least five
lawyers -- including one partner and two associates who performed
more than 500 hours of legal services for CalPERS in the
bankruptcies -- from K&L Gates LLP, according to court filings.

                      About Stockton, Cal.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.

                   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.


SUN BANCORP: Stockholders Elect 10 Directors to Board
-----------------------------------------------------
Sun Bancorp, Inc., reported that at its 2013 Annual Meeting of
Shareholders which was held on May 23, shareholders of the Company
elected Wilbur L. Ross, Jr., Sidney R. Brown, Peter Galetto, Jr.,
Jeffrey S. Brown, Eli Kramer, Thomas X. Geisel, Anthony R. Coscia,
William J. Marino, Philip A. Norcross and Steven A. Kass as
directors.  Shareholders also approved the ratification of the
appointment of Deloitte & Touche LLP as the Company's independent
registered public accounting firm for the fiscal year ending
Dec. 31, 2013.  Shareholders also approved the Directors Stock
Purchase Plan, as amended and restated.

Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank
holding company headquartered in Vineland, New Jersey, with its
executive offices located in Mt. Laurel, New Jersey.  Its primary
subsidiary is Sun National Bank, a full service commercial bank
serving customers through more than 60 locations in New Jersey.

The Company's balance sheet at March 31, 2013, showed
$3.227 billion in total assets, $2.963 billion in total
liabilities, and stockholders' equity of $264.3 million.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.


SUNRISE REAL ESTATE: Incurs $3.5 Million Net Loss in 2012
---------------------------------------------------------
Sunrise Real Estate Group, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of US$3.47 million on US$8.52 million of net revenues
for the year ended Dec. 31, 2012, as compared with a net loss of
US$1.15 million on US$8.97 million of net revenues for the year
ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed US$50.19
million in total assets, US$44.89 million in total liabilities and
US$5.29 million in total shareholders' equity.

Finesse CPA, P.C., in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has a working capital deficiency, accumulated deficit
from recurring net losses for the current and prior years, and
significant short-term debt obligations currently in default or
maturing in less than one year.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/ZKPfUq

                     About Sunrise Real Estate

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc., filed Articles of Amendment with the
Texas Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.


SWI ENERGY: Case Summary & 5 Unsecured Creditors
------------------------------------------------
Debtor: SWI Energy, LLC
        P.O. Box 249
        Alton, IL 62002

Bankruptcy Case No.: 13-30993

Chapter 11 Petition Date: May 28, 2013

Court: United States Bankruptcy Court
       Southern District of Illinois (East St Louis)

Judge: Laura K. Grandy

Debtor's Counsel: Steven M. Wallace, Esq.
                  KUNIN LAW OFFICES LLC
                  1606 Eastport Plaza Dr., Suite 110
                  Collinsville, IL 62234
                  Tel: (618) 215-4803
                  Fax: (855) 235-1335
                  E-mail: swallace@kuninlaw.com

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

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

A copy of the Company's list of its five largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ilsb13-30993.pdf

The petition was signed by Mark Spizzo, member.


SYNAGRO TECHNOLOGIES: Can Pay Critical Vendors & Key Employees
--------------------------------------------------------------
Synagro Technologies, Inc., et al., received authority from the
U.S. Bankruptcy Court for the Southern District of Texas to pay,
in the ordinary course of business, the prepetition claims of
certain critical vendors in an amount not to exceed $750,000.

The Debtors also received authority from the Court to bonuses to
certain employees under a key employee incentive plan and a key
employee retention plan.

                    About Synagro Technologies

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.  Kurtzman Carson &
Consultants serves as notice and claims agent.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.

The Debtor has a deal to sell the assets to private-equity
investor EQT Partners AB for $455 million, absent higher and
better offers in a bankruptcy court-sanctioned auction.


TERRA TECH: Incurs $1.5-Mil. Net Loss in First Quarter
------------------------------------------------------
Terra Tech Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.5 million on $66,121 of revenues for
the three months ended March 31, 2013, compared with a net loss of
$189,628 on $211,891 of revenues for the same period last year.

The Company's balance sheet at March 31, 2013, showed $1.5 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $876,295.

The Company has incurred net losses for the three months ended
March 31, 2012, and has accumulated a deficit of approximately
$10.2 million at March 31, 2013.  "The Company has not been able
to generate sufficient cash from operating activities to fund its
ongoing operations.  There is no guarantee that the Company will
be able to generate enough revenue and/or raise capital to support
its operations.  These factors 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/3v0X2c

Irvine, Calif.-based Terra Tech Corp. is a holding company.  Its
wholly owned subsidiary engages in the design, marketing and sale
of hydroponic equipment with proprietary technology to create
sustainable solutions for the cultivation of indoor agriculture.


THELEN LLP: Clawback Properly Nixed, Seyfarth Tells 2nd Circ.
-------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that Seyfarth Shaw LLP
asked the Second Circuit to affirm the dismissal of a clawback
suit by the trustee of Thelen LLP over partners poached from the
collapsed firm, saying a lower court properly ruled that Thelen's
pending hourly fee matters were not recoverable assets under state
law.

According to the report, Seyfarth asked the court to affirm a
September decision by U.S. District Judge William H. Pauley III,
who granted Seyfarth's motion for judgment in the adversary case
brought by Thelen trustee Yann Geron over attorneys' fees.

                         About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


THETOWN CRIER: Suspends Publication Indefinitely, Cuts Jobs
-----------------------------------------------------------
Morgan Campbell at the star.com that TheTown Crier, a chain of
community newspapers serving several Toronto neighbourhoods,
disclosed it will suspend publication indefinitely and lay off all
its employees after its parent company, Multimedia Nova, went into
receivership.

While the chain claimed more than 1 million readers a monthly
circulation of 167,000, mounting money problems hamstrung the
company, according to star.com.

The report relays that in a letter to readers on the paper's
website, Town Crier managing editor Gordon Cameron attributed the
receivership to poor financial conditions, as well as the Italian
government, which discontinued its funding of Multimedia Nova's
Italian-language paper Corriere Canadese.

The report says that for 34 years the Town Crier published hyper
local news and features in nine different Toronto neighborhoods,
including Bloor West Village, Forest Hill and Bayview Mills.  The
downtown edition of the paper was called Toronto y, the report
notes.

The report discloses that coverage on the Town Crier's website
focuses on stories of intense interest at the neighbourhood level.

News stories focus on by-laws and crime, while sports reports
recount the wins and losses of high school teams in off-the-radar
sports such as water polo and ultimate Frisbee, the report relays.

Multimedia Nova's receivership also affects Vaughan Today.
Corriere Canadese suspended publication earlier this month, the
report says.

An industry-wide decline in print advertising revenue has
inflicted heavy damage on niche market newspapers this spring, the
report adds.


THQ INC: Incentive Plan for Employees Approved
----------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
THQ's motion implement an incentive-based employee plan for
current Company president, Edward L. Kaufman.

As previously reported, "Under the proposed incentive plan Mr.
Kaufman will receive $100,000 upon the confirmation of a Chapter
11 Plan on or before August 31, 2013, an additional $100,000 if
the aggregate cash available for distribution to unsecured
creditors under the Plan exceeds $60 million, and 1% of the
aggregate cash available to general unsecured creditors in excess
of $60 million," the BData report said.

                          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.


TIMIOS NATIONAL: Inks Pact to Limit Economics and Voting Control
----------------------------------------------------------------
Timios National Corporation has entered into a transaction with
its institutional investor, Yorkville Global Investments, L.P.,
that will give Timios the ability to limit Yorkville's economics
and voting control and preserve the value of its federal net
operating loss tax carryforwards.

As part of the transaction, Timios and Yorkville have entered into
a loan and collar arrangement in which Timios loaned Yorkville
$500,000, secured by 253,434 shares of Series J Preferred held by
Yorkville (833,333 common shares as converted).  The loan bears
interest at 1.09 percent per annum and matures in 4 years, unless
earlier accelerated by Timios.  As part of the Loan and Collar
Arrangement, Timios will retain the economics of the secured
Series J Preferred shares below $.60 per share or greater than
$.78 per share, on an as-converted basis.  Yorkville has also
agreed to give the Company the right over a 6 month period to
advance additional sums, not less than $3,274,000, under the same
terms and secured by the remaining shares of Series J Preferred
held by them.  During the 6 month period, Yorkville has also
agreed not to sell, transfer or convert any of its Series J
Preferred shares in an amount greater than 250,000 common shares,
on an as-converted basis.

The transaction with Yorkville was structured in order to preserve
the value of Company's NOLs  under Section 382 of the Internal
Revenue Code.  United States federal income tax rules and Section
382 of the Internal Revenue Code in particular, could
substantially limit the use of net operating losses and other tax
assets if Timios experiences an "ownership change".  In general,
an ownership change occurs if there is a cumulative change in the
ownership of Timios by "5 percent shareholders" that increases by
more than 50 percent over the lowest percentage owned by those
shareholders at any time during the prior three years on a rolling
basis.  As of March 31, 2013, Timios had an NOL carryforward of
approximately $46.7 million.

"These transactions accomplish a number of objectives for Timios.
They give Timios the ability over the next 6 months to further
limit Yorkville's voting control to 9.9% as well as its economic
benefits and they should protect Company's valuable tax assets by
reducing the likelihood of an ownership change under technical IRS
rules," said C. Thomas McMillen, the Company's chairman and chief
executive officer.

Additional information can be obtained for free at:

                        http://is.gd/e6QFu6

                       About Timios National

Timios National Corporation (formerly known as Homeland Security
Capital Corporation) was incorporated in Delaware on Aug. 12,
1997, under the name "Celerity Systems, Inc."  In August 2005, the
Company changed its name to "Homeland Security Capital
Corporation" and changed its business plan to seek acquisitions of
and joint ventures with companies operating in the homeland
security business sector and, until July 2011, operated soley as a
provider of specialized, technology-based, radiological, nuclear,
environmental, disaster relief and electronic security solutions
to government and commercial customers.  The Company's corporate
headquarters is located in Arlington, Virginia.

Timios National disclosed a net loss of $2.76 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.98 million
for the year ended June 30, 2011.  The Company's balance sheet at
March 31, 2013, showed $4.41 million in total assets, $2.34
million in total liabilities, and $2.07 million in total
stockholders' equity.


TOMMY THOMPSON: Judge Appoints Receiver in Dispute
--------------------------------------------------
The San Francisco Chronicle reports that a judge in central Ohio
has appointed a receiver to take over the companies of a treasure
hunter who is considered a fugitive in a year-long dispute over a
millions of dollars in gold.

Tommy Thompson and an assistant are being sought by federal
marshals in the case, which began when Mr. Thompson used
investors' money to raise gold worth an estimated $52 million from
the wreck of the SS Central America off North Carolina in the
1980s, according to San Francisco Chronicle.

The report relates that investors, who kicked in $12.7 million,
got nothing, and multiple lawsuits have ensued.

A judge in Columbus issued the receivership decision, saying the
companies are in "great disarray," The Columbus Dispatch reported
May 22, 2013, the report notes.  The judge said the plan should
include the feasibility of trying to recover more treasure from
the wreck of the side-wheel steamer that sunk in 1857, the report
discloses.

The attorney for Thompson's companies said the appointment of a
receiver was disappointing, the report relays.

San Francisco Chronicle says that Mr. Thompson has been a fugitive
since August when a federal judge ordered his arrest after the
treasure salvager did not show up at a contempt-of-court hearing.
Seamen who worked for him on the expedition are suing him for a
small percentage of the treasure in that case, San Francisco
Chronicle notes.

Also being sought is Thompson's assistant, Alison Antekeier, who
did not appear in federal court as ordered in November, San
Francisco Chronicle relays.

The report discloses that Mr. Thompson also has faced legal
tussles over claims to the gold by insurance companies and rival
salvagers and over returns that were expected by investors in the
search effort.


TOBIANO GOLF COURSE: John Preston Buys Course Out of Receivership
-----------------------------------------------------------------
The Kamloops Daily News reports that the Tobiano golf course has
been purchased by John Preston of Palm Beach, Fla., and Henry
Bereznicki of Edmonton, founder Michael Grenier said.

Preston and Bereznicki acquired the creditor interest from
Business Development Bank of Canada and removed the course from
receivership, according to The Kamloops Daily News.

"John and Henry have capitalized on the unique opportunity to
acquire a top 10 Canadian golf course and they understand the
strategic value of acquiring the cornerstone resort amenity," the
report quoted Mr. Grenier as saying.

"Tobiano's conditions are among the best in the world and the
surrounding landscape is simply jaw-dropping ? a memorable track
indeed," Mr. Bereznicki said, the report notes.

Tobiano was named Canada's best new golf course in 2008 by Golf
Digest and ScoreGolf.  It has also been recognized as one of
Rolex's top 1,000 golf courses in the world.


TPO HESS: Section 341(a) Meeting Scheduled for June 25
------------------------------------------------------
The US Trustee has scheduled a meeting of creditors in the
bankruptcy case of TPO Hess Holdings Inc for Tuesday, June 25,
2013, at 11:00 a.m., at J. Caleb Boggs Federal Building, 844 King
Street, Wilmington, DE, 2nd Floor, Room 2112.

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

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

                        About TPO Hess

Commercial and educational printer TPO Hess Holdings Inc., D.B.
Hess Co., The Press of Ohio and other affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to
seek approval of a liquidation plan that contemplates the sale of
the business to Bang Printing of Ohio Inc., absent higher and
better offers.

D.B. Hess was founded 1797 in Woodstock, Illinois.  D.B. Hess and
its affiliates are now leading provider of print, related
services, and technology.  Hess ranks among the top 50 U.S.
printers and has become one of the industry's most respected low-
to-medium volume producers of commercial and educational
materials. Hess Holdings, the ultimate parent, was formed after
Wellspring Capital Management LLC and certain co-investors
acquired D.B. Hess and The Press of Ohio in 2006.


TRANSGENOMIC INC: Craig Tuttle Elected to Board
-----------------------------------------------
At the 2013 annual meeting of stockholders of Transgenomic, Inc.,
held on May 22, the Company's stockholders approved:

   (1) the election of Craig J. Tuttle as a Class I director for a
       three-year term ending in 2016 and until his successor
       will be elected and qualified or until his earlier
       resignation or removal; and

   (2) an advisory vote to approve named executive officer
       compensation.

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

Transgenomic incurred a net loss of $8.32 million in 2012, a net
loss of $9.78 million in 2011 and a net loss of $3.13 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$41.39 million in total assets, $17.32 million in total
liabilities and $24.06 million in stockholders' equity.

                       Forbearance Agreement

On Feb. 7, 2013, the Company entered into a Forbearance Agreement
with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of
Forest Laboratories, Inc., and successor-in-interest to PGxHealth,
LLC, with an effective date of Dec. 31, 2012.  In December 2012,
the Company commenced discussions with the Lender to defer the
payment due on Dec. 31, 2012, until March 31, 2013.  As of
Dec. 31, 2012, an aggregate of $1.4 million was due and payable
under the Note by Transgenomic, and non-payment would constitute
an event of default under the Note and that certain Security
Agreement, dated as of Dec. 29, 2010, entered into between
Transgenomic and PGX.  Pursuant to the Forbearance Agreement, the
Lender agreed, among other things, to forbear from exercising its
rights and remedies under the Note and the Security Agreement as a
result of the Event of Default.


TRAVELPORT LIMITED: 2013 Equity Plan and Award Agreements Okayed
----------------------------------------------------------------
The Board of Directors of Travelport Worldwide Limited, the
Company's indirect parent company, approved the Travelport
Worldwide Limited 2013 Equity Plan and the award agreements
governing the grants of time-based and performance-based
restricted share units to certain executives of the Company under
the Plan.  The time-based RSUs will vest semi-annually over three
years, and the performance-based RSUs will cliff vest in two years
based on the Company's achievement against certain established
performance targets, subject to and on the terms and conditions
set forth in the award agreements.  Grants of time-based and
performance-based RSUs to the Company's Named Executive Officers
were as follows:

   Gordon Wilson - 10,400,000 time-based RSUs and 5,200,000
   performance-based RSUs;

   Eric J. Bock - 4,900,000 time-based RSUs and 2,450,000
   performance-based RSUs;

   Philip Emery - 4,900,000 time-based RSUs and 2,450,000
   performance-based RSUs;

   Kurt Ekert - 4,900,000 time-based RSUs and 2,450,000
   performance-based RSUs; and

   Mark Ryan - 2,666,667 time-based RSUs and 1,333,333
   performance-based RSUs.

                      About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss of $236 million in 2012, as
compared with net income of $172 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $3.20 billion in total
assets, $4.41 billion in total liabilities, and a $1.21 billion
total deficit.

                           *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.

In May 2012, Moody's Investors Service affirmed the Caa1 corporate
family rating (CFR) and probability of default rating (PDR) of
Travelport LLC.


TRIAD GUARANTY: Files Voluntary Chapter 11 Bankruptcy Petition
--------------------------------------------------------------
Triad Guaranty Inc. on June 3 disclosed that it has filed a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware.  The Company also disclosed that the
Magistrate Judge for the U.S. District Court of the Middle
District of North Carolina issued an order denying the Company's
motion to dismiss the pending Phillips class action lawsuit
against the Company and two of its former officers alleging
violations of federal securities laws.  As of June 3, the Company
has not determined whether to appeal this decision and intends to
continue to vigorously defend itself in this action.

As previously reported by the Company, on December 11, 2012, the
Company's mortgage insurer subsidiary, Triad Guaranty Insurance
Corporation, was placed into rehabilitation, whereby the Illinois
Department of Insurance was vested with possession and control
over all of TGIC's assets and operations. As a result, the
Company's Board of Directors has concluded that filing for Chapter
11 protection under the Bankruptcy Code is in the best interest of
the Company's stakeholders.  The Company expects that this Chapter
11 proceeding will provide it with the opportunity to pursue
strategic alternatives to a liquidation.

On January 28, 2013, the Company deregistered its common stock
under the Securities Exchange Act of 1934 and ceased filing
periodic reports with the SEC.  Following deregistration, the
Company's common stock has been quoted on the OTC Pink tier
operated by OTC Markets Group, a centralized electronic quotation
service for over-the-counter securities.

                       About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

                 Going Concern/Bankruptcy Warning

"The Company has prepared its financial statements on a going
concern basis under GAAP, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the
normal course of business.  However, there is substantial doubt as
to the Company's ability to continue as a going concern.  This
uncertainty is based on, among other things, Triad's current non-
compliance with a provision of the second Corrective Order, the
possible failure of Triad to comply with other provisions of the
Corrective Orders, and the Company's ability to generate enough
income over the term of the remaining run-off to overcome its
$802.8 million deficit in assets at September 30, 2012."

The positive impact on statutory surplus resulting from the second
Corrective Order has resulted in Triad reporting a policyholders'
surplus in its SAP financial statements of $224.1 million at
Sept. 30, 2012, as opposed to a deficiency in policyholders'
surplus of $834.5 million on the same date had the second
Corrective Order not been implemented.  While the implementation
of the second Corrective Order has deferred the institution of an
involuntary receivership proceeding, no assurance can be given
that the Department will not seek receivership of Triad in the
future and there continues to be substantial doubt about the
Company's ability to continue as a going concern.

The Department may seek receivership of Triad based on Triad's
current non-compliance with a provision of the second Corrective
Order or for any other violation of the Illinois Insurance Code.
Moreover, if the Department determines that Triad is insolvent
under applicable law, it would be required to institute a
receivership proceeding over Triad.  In addition, the Department
retains the inherent authority to institute such proceedings
against Triad for any reason and Triad has previously agreed not
to contest the taking of any such actions.

As of Nov. 14, 2012, the Department has not issued any final
decision or order as a result of the public hearing and Triad's
request to amend the second Corrective Order.  Because the subject
matter of the hearing specifically included an assessment of
whether the Department should implement a different regulatory
approach with respect to Triad, including institution of
receivership proceedings for the conservation, rehabilitation or
liquidation of Triad, the Company believes institution of such a
proceeding could be imminent.  If this should occur, among other
things, TGI could lose control of Triad and could be forced to
deconsolidate its financial statements.  Any such actions would
likely lead TGI to institute a proceeding seeking relief from
creditors under U.S. bankruptcy laws, or take other steps to wind
up its business and liquidate.  See Item 1A, "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December
31, 2011 for more information.

As reported by the TCR on Dec. 12, 2012, the Illinois Department
of Insurance has issued an Administrative Order recommending that
Triad Guaranty Insurance Corporation be placed in rehabilitation.
Upon entry of the Order of Rehabilitation by the Court, the
Director of the Illinois Department of Insurance will be vested
with possession and control over all of the assets and liabilities
of Triad and Triad Guaranty Inc. will cease to have any oversight
or management authority over Triad or its business and affairs.


TRIBUNE CO: Shareholders Can't Kick Buyout Clawback Suits
---------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that a New York
federal judge refused to toss clawback suits brought by Deutsche
Bank Trust Co. Americas and other note trustees from the sprawling
multidistrict litigation surrounding real estate mogul Sam Zell's
2007 buyout of Tribune Co., which emerged from bankruptcy in
December.

According to the report, U.S. District Judge Richard J. Sullivan
blocked motions to dismiss the suits for lack of subject matter
jurisdiction, finding the note trustees' initial complaints
alleged sufficient facts to support federal jurisdiction.

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRIUMPH CHRISTIAN: Court Rejects Chapter 22 Petition
----------------------------------------------------
Bankruptcy Judge Jeff Bohm rejected Triumph Christian Center,
Inc.'s second chapter 11 petition (Bankr. S.D. Tex. Case No.
13-30623) filed on February 4, 2013.  In a May 24, 2013 Memorandum
Opinion available at http://is.gd/XLAGiUfrom Leagle.com, Judge
Bohm finds that the Debtor's second Chapter 11 filing is an
impermissible attempt to modify the plan in its prior Chapter 11
case, which has already been substantially consummated, in
violation of section 1127(b) of the Bankruptcy Code. Further, the
Debtor has not demonstrated unanticipated changed circumstances
which would warrant the second Chapter 11 filing.

The Debtor had previously been a debtor in a Chapter 11 case filed
on December 7, 2010 (Case No. 10-41239), and had obtained
confirmation of its plan of reorganization in that case on
August 23, 2011.

Foundation Capital Resources, Inc., sought dismissal of the second
case "for cause" pursuant to Federal Bankruptcy Rule 1017(f)(2)
and 11 U.S.C. Sec. 1112(b)(1).  FCR alleges that the Debtor has
filed this second Chapter 11 case in bad faith.

The Debtor contends the second Chapter 11 case was necessitated by
unanticipated changed circumstances, and therefore is not in bad
faith.

The Debtor is a non-profit ministry located in the City of
Rosenberg, Fort Bend County, Texas.  The Debtor has approximately
500 congregates.

FCR is engaged in lending to faith-based organization such as
churches.  In December 2008, FCR loaned the Debtor $2,433,500 for
the purpose of building a new worship center.  As part of the loan
transaction, the Debtor granted FCR a security interest in its 23
acres of real property and improvements thereon located in the
City of Rosenberg, Fort Bend County, Texas.

The confirmed Plan in the first case was a heavily negotiated
consensual plan, and the confirmation order was signed by counsel
for the Debtor, counsel for FCR, counsel for Fort Bend County, and
counsel for the Internal Revenue Service.  Under the Plan, FCR was
the Class 1 claimant.  The treatment was negotiated between the
Debtor and FCR, and their respective counsel, and required the
Debtor to execute a Modification Renewal and Extension Agreement
which restructured the debt owed by the Debtor to FCR.  Until the
Allowed Class 1 Claim has been paid in full, the Holder of the
Class 1 Claim will retain all liens, security interests and other
rights provided in its deed of trust, security agreement and other
loan documents except as otherwise specifically provided in the
Plan.

The Debtor timely made payments in September and October 2011.
However, beginning in November 2011, the Debtor failed to timely
make all of the payments.

On October 6, 2011, the Court entered an Order closing the First
Case.

In November 2011, the Debtor began a building fund campaign to
raise $65,000 for the purpose of completing what Pastor Graham
refers to as "the Champion Center".  As a result of this campaign,
the congregates giving to the ministry every Sunday declined as
they gave instead to the building fund campaign.

The Plan did not mention the Debtor's plans to raise additional
funds to put towards construction of the Center or what the cost
of the additional construction would be.  Nor did the disclosure
statement which the Debtor filed in conjunction with the Plan.

In November 2011, the Debtor also experienced an electrical power
surge that resulted in the burning up of 10 circuit commercial
breakers.  The cost of repairing and replacing these breakers was
$5,850.

In December 2011, the five pastors who work at the ministry
voluntarily took a 10% pay cut.  Also, the Debtor replaced the
paid children's minister with a volunteer, resulting in a savings
of approximately $3,500 per month.

The Debtor was leasing two mobile modular units from Mobile
Modular Management Corporation. On September 26, 2012, Mobile
Modular Management Corporation sent a demand letter to the Debtor
setting forth that the Debtor was in default under the lease in
the amount of $17,399, and that the modular units would be
repossessed if payment was not made.  In October 2012, the Debtor
paid $4,140 of this amount, and has been able to maintain
possession of these units.

On January 3, 2012, the Debtor entered into a construction
contract with JTJ Builders, Inc. for the purpose of completing the
Center.  The Contract sets forth that the total amount to be paid
by the Debtor was $753,760, with periodic payments to be made
according to phases of work done by JTJ Builders.  Pastor Graham
was unable to testify as to the amount that the Debtor has paid so
far to JTJ Builders under the Contract.

In October 2012, the Debtor had to replace an air conditioning
unit, and the cost of doing so was $4,200.

In November 2012, the Debtor made no payment at all under the FCR
Agreement.

On November 28, 2012, FCR's counsel sent the Debtor a letter
giving notice of default and setting forth that FCR was
accelerating the maturity of the promissory note, the payments of
which had been restructured pursuant to a Restructure Agreement.
This letter also set forth that the total amount now due and
payable was $2,923,924.  Finally, the letter enclosed a Notice of
Substitute Trustee Sale setting forth that foreclosure of the
Property would occur pursuant to the Deed of Trust on January 1,
2013.

At a hearing on April 24, 2013, Pastor Graham testified that the
Debtor had paid FCR $197,000 under the Restructure Agreement and
conceded that the amount which the Debtor was required to have
paid was $236,000.

In December 2012, the Debtor made no payment at all under the
Restructure Agreement.

On December 26, 2012, the Debtor filed suit against FCR in the
District Court of Fort Bend County, Texas and obtained a temporary
restraining order preventing FCR from going forward with the
foreclosure sale scheduled on January 1, 2013.  The temporary
restraining order set a hearing for January 8, 2013 to determine
whether the temporary restraining order should be made a temporary
injunction.

The Debtor passed the hearing on January 8, 2013, the temporary
restraining order expired, and there is no temporary injunction in
place.

On January 8, 2013, FCR's counsel sent the Debtor a letter once
again enclosing a Notice of Substitute Trustee Sale setting forth
that foreclosure of the Property pursuant to the Deed of Trust
would now occur on February 5, 2013.

In January 2013, the Debtor made no payment at all under the
Restructure Agreement.

On February 4, 2013 -- one day before the scheduled foreclosure --
the Debtor filed its second Chapter 11 petition.  The Schedules
filed by the Debtor in the Second Case reflect that the only new
creditor in the Second Case is Mobile Modular Management
Corporation in the amount of $12,908.  All of the other creditors
in the Second Case are the same creditors as in the First Case.

According to Judge Bohm, "while the filing of a second Chapter 11
case is not per se barred, here, the Debtor has not met its burden
of showing unanticipated changed circumstances which would justify
the filing of the Second Case. The circumstances which the Debtor
alleged were unanticipated -- namely, a decrease in congregational
contributions, repairs, and a rate increase and demand for payment
on two leased buildings -- were all, in fact, foreseeable."

Karen R. Emmott, Esq. -- karen.emmott@sbcglobal.net -- represented
the Debtor in the 2010 case.  In its schedules filed in that case,
the Debtor listed assets of $3,925,944 and liabilities of
$2,773,898.


TRIUS THERAPEUTICS: Stockholders Elect 4 Class III Directors
------------------------------------------------------------
At the annual meeting of stockholders of Trius Therapeutics, Inc.,
held on May 21, 2013, the Company's stockholders:

   (1) elected Karin Eastham, Seth H. Z. Fischer, Theodore R.
       Schroeder and Jeffrey Stein, Ph.D., as Class III directors
       to hold office until the 2016 Annual Meeting of
       Stockholders;

   (2) approved, on an advisory basis, the compensation of the
       Company's named executive officers;

   (3) indicated, on an advisory basis, that the preferred
       frequency of stockholder advisory votes on the compensation
       of the Company's named executive officers is three years;

   (4) approved an amendment to the 2010 Plan to, among other
       things, increase the aggregate number of shares of common
       stock authorized for issuance under the 2010 Plan by
       5,100,000 shares; and

   (5) ratified the selection of Ernst & Young LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 31, 2013.

On May 21, 2013, the Company's Amended and Restated 2010 Non-
Employee Directors' Stock Option Plan was amended to, among other
things, eliminate the "evergreen" provision providing for
automatic annual increases in the number of shares of common stock
available for issuance under the 2010 Directors' Plan after the
increase in shares that takes effect on Jan. 1, 2015.

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

Trius Therapeutics incurred a net loss of $53.92 million in 2012,
a net loss of $18.25 million in 2011 and a $23.86 million net loss
in 2010.  The Company's balance sheet at March 31, 2013, showed
$89.81 million in total assets, $17.54 million in total
liabilities, and $72.27 million in total stockholders' equity.


TYGART VALLEY: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tygart Valley Industries, LLC
        8 Country Club Drive
        Hurricane, WV 25526

Bankruptcy Case No.: 13-30280

Chapter 11 Petition Date: May 28, 2013

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Ronald G. Pearson

Debtor's Counsel: Mitchell Lee Klein, Esq.
                  KLEIN LAW OFFICE
                  3566 Teays Valley Road
                  Hurricane, WV 25526
                  Tel: (304) 562-7111
                  Fax: (304) 562-7115
                  E-mail: swhittington@kleinandsheridan.com

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

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

A list of the Company's four largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/wvsb13-30280.pdf

The petition was signed by Steven James Day, sole member.


UNIGENE LABORATORIES: Richard Levy Held 65.4% Stake at May 14
-------------------------------------------------------------
Richard Levy and his affiliates disclosed that, as of May 14,
2013, they beneficially owned 164,072,618 shares of common stock
of Unigene Laboratories, Inc., representing 65.4 percent of the
shares outstanding.  A copy of the amended Schedule 13D is
available for free at http://is.gd/kLQYf0

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene disclosed a net loss of $34.28 million on $9.43 million of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $7.09 million on $20.50 million of total revenue
during the prior year.  The Company incurred a $32.53 million net
loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $11.31
million in total assets, $110.05 million in total liabilities and
a $98.73 million total stockholders' deficit.

Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred a net loss of $34,286,000 during the year
ended Dec. 31, 2012, and, as of that date, has an accumulated
deficit of approximately $216,627,000 and the Company's total
liabilities exceeded total assets by $98,740,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"We had cash flow deficits from operations of $3,177,000 for the
year ended December 31, 2012, $6,766,000 for the year ended
December 31, 2011 and $1,669,000 for the year ended December 31,
2010.  Our cash and cash equivalents totaled approximately
$3,813,000 on December 31, 2012.  Based upon management's
projections, we believe our current cash will only be sufficient
to support our current operations through approximately March 31,
2013.  Therefore, we need additional sources of cash in order to
maintain all or a portion of our operations.  We may be unable to
raise, on acceptable terms, if at all, the substantial capital
resources necessary to conduct our operations.  If we are unable
to raise the required capital, we may be forced to close our
facilities and cease our operations.  If we are unable to resolve
outstanding creditor claims, we may have no other alternative than
to seek protection under available bankruptcy laws.  Even if we
are able to raise additional capital, we will likely be required
to limit some or all of our research and development programs and
related operations, curtail development of our product candidates
and our corporate function responsible for reviewing license
opportunities for our technologies."


UNITED AMERICAN: Posts $306,000 Net Income in March 31 Quarter
--------------------------------------------------------------
United American Healthcare Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $306,000 on $2.22 million of
contract manufacturing revenue for the three months ended
March 31, 2013, as compared with a net loss of $1.18 million on
$1.64 million of contract manufacturing revenue for the same
period during the prior year.

For the nine months ended March 31, 2013, the Company reported net
income of $398,000 on $6.05 million of contract manufacturing
revenue, as compared with a net loss of $2.33 million on $4.80
million of contract manufacturing revenue for the same period a
year ago.

The Company's balance sheet at March 31, 2013, showed $15.54
million in total assets, $12.67 million in total liabilities and
$2.87 million in total shareholders' equity.

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

                        http://is.gd/litllG

                       About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

As reported in the TCR on Oct. 18, 2012, Bravos & Associates,
CPA's, in Bloomingdale, Illinois, expressed substantial doubt
about United American's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss from continuing operations of $1.9 million during the year
ended June 30, 2012, and, as of that date, had a working capital
deficiency of $10.2 million.


UNITEK GLOBAL: Given Until Oct. 14 to File Q1 Form 10-Q
-------------------------------------------------------
UniTek Global Services, Inc., provided an update regarding the
status of its compliance with NASDAQ Listing Rules.

As previously announced, on April 16, 2013, the Company received a
letter from NASDAQ stating that the Company is not in compliance
with NASDAQ Listing Rule 5250(c)(1) because the Company did not
timely file its annual report on Form 10-K for the year ended
Dec. 31, 2012.

The Company subsequently submitted to NASDAQ a plan to regain
compliance with Rule 5250(c)(1), and on May 14, 2013, NASDAQ
notified the Company that NASDAQ had determined to grant the
Company an exception, through Oct. 14, 2013, to regain compliance
with the rule.

On May 20, 2013, the Company received an additional letter from
NASDAQ stating that the Company also failed to comply with Rule
5250(c)(1) because the Company did not file its quarterly report
on Form 10-Q for the quarter ended March 30, 2013.  The Company
has submitted an update to NASDAQ confirming that it expects to
file the Form 10-Q before the Oct. 14, 2013, exception deadline
already granted for the filing of the Form 10-K.  NASDAQ has
advised the Company that it has also been afforded an exception
until Oct. 14, 2013, to file the Form 10-Q.

Neither notification of non-compliance has an immediate effect on
the listing or trading of the Company's common stock on The NASDAQ
Global Market.

                        About UniTek Global

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

As reported by the TCR on April 23, 2013, Moody's Investors
Service lowered all of Unitek Global Services, Inc.'s credit
ratings by two notches including its Corporate Family Rating to
Caa1 from B2.  These actions follow the company's announcement
that as a result of revenue recognition issues at its Pinnacle
Wireless division, Unitek's previously issued consolidated
financial statements dating back to the interim period ended
Oct. 1, 2011, should no longer be relied upon, including with
regards to the effectiveness of internal control over financial
reporting.

In the April 19, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc., to 'CCC' from 'B+'.  "The
rating actions follow UniTek's report that certain employees
in its Pinnacle Wireless subsidiary engaged in fraud that resulted
in improper revenue recognition," said Standard & Poor's credit
analyst Michael Weinstein.


UNIVERSITY GENERAL: Amends Q2 and Q3 2012 Periodic Reports
----------------------------------------------------------
University General Health Systems, Inc., has amended its quarterly
reports for the periods ended June 30, 2012, and Sept. 30, 2012.
The Company has determined that its previously reported results
for the said quarters erroneously accounted for Series C Variable
Rate Convertible Preferred Stock and the related common stock
warrants.

   i) Restate the accounting of the May 2, 2012 Series C Variable
      Rate Convertible Preferred Stock and the related common
      stock warrants; the Company has identified an embedded
      derivative within the provisions of the preferred stock and
      a separately identified free-standing derivative for the
      warrants, and will record those derivatives at fair market
      value.  The embedded derivative for the preferred stock was
      created by the "full ratchet" adjustment provision within
      the terms and condition of the preferred stock.  The
      derivatives associated with the preferred stock and warrants
      were not originally reflected in the Company's financial
      statements.  The warrants and conversion features related to
      preferred stock do not have readily determinable fair values
      and therefore require significant management judgment and
      estimation.  The Company used the Binomial pricing model to
      estimate the fair value of warrant and preferred stock
      conversion features at the end of each applicable reporting
      period.  Changes in the fair value of these derivatives
      during each reporting period are included in the statement
      of income.  Inputs into the Binomial pricing model require
      estimates, including those items as estimated volatility of
      the Company's stock, risk-free interest rate and the
      estimated life of the financial instruments being fair
      valued.

  ii) Originally, the preferred stock and warrants were classified
      as equity in the Consolidated Balance Sheets.  Under the
      restatement, the preferred stock is now classified in
      temporary equity on the Consolidated Balance Sheets because
      the conversion features do not have readily determinable
      fair values and therefore require significant management
      judgment and estimations.  The preferred stock had similar
      characteristics of an "Increasing Rate Security" as
      described by Securities and Exchange Commission Staff
      Accounting Bulletin Topic 5Q, Increasing Rate Preferred
      Stock.  Discounts on the increasing rate preferred stock are
      amortized over the expected life of the preferred stock (4
      years), by charging imputed dividend cost against retained
      earnings and increasing the carrying amount of the preferred
      stock by a corresponding amount.  The discount at the time
      of issuance is computed as the present value of the
      difference between dividends that will be payable in future
      periods and the dividend amount for a corresponding number
      of periods, discounted at a market rate for dividend yield
      on comparable securities.  The amortization in each period
      is the amount which, together with the stated dividend in
      the period, results in a constant rate of effective cost
      with regard to the carrying amount of the preferred stock.
      At issuance, the Company recorded the $5,158,575 derivative
      liability by allocating $4,701,289 as an expense to other
      income/expense called "Direct Investor Expense" on the
      Company's Consolidated Statement of Operations.  In
      addition, the Company recorded the fair value of the
      placement warrants ($88,469) as a derivative liability.  The
      company allocated $60,698 of the fair value of the placement
      warrants to the contra temporary equity account and will
      accrete the expense to the statement of operations over two
      years, the remaining $27,771 of the fair value of the
      placements warrants was expensed at issuance.  The Company
      believes they accounted for these features in accordance
      with the Derivatives Implementation Group Issue No. B6.

iii) Restate the Company's earnings per share disclosures and
      calculations to accurately reflect the impact of the Series
      C Variable Rate Convertible Preferred Stock and Warrant
      issuance.

The correction of the errors increased originally reported
liabilities by $4.3 million and mezzanine equity by $2.8 million,
and decreased originally reported shareholders' equity by $7.1
million at June 30, 2012.  In addition, other expense increased by
$0.1 million, direct investor expense increased by $4.7 million,
change in fair market value of derivatives increased by $0.9
million, and net income attributable to the Company decreased by
$4.0 million for the three and six months ended June 30, 2012.
Basic and diluted earnings per share decreased from $0.02 to $0.00
for the three months ended June 30, 2012.  Basic earnings per
share decreased from $0.02 to $0.01 and diluted earnings per share
decreased from $0.02 to $0.00 for the six months ended June 30,
2012.

The correction of the errors decreased originally reported assets
by $0.3 million and mezzanine equity by $0.6 million, and
increased originally reported shareholders' equity by $0.3 million
at Sept. 30, 2012.  In addition, other expense increased by $0.3
million, direct investor expense increased by $0.9 million,
derivative expense decreased by $0.6 million, and net income
attributable to the Company decreased by $0.6 million for the
three months ended Sept. 30, 2012.  For the nine months ended
Sept. 30, 2012, other expense increased by $0.4 million, direct
investor expense increased by $5.5 million, derivative expense
decreased by $1.7 million and net income attributable to the
Company decreased by $4.2 million.  Basic and diluted earnings per
share remained unchanged at $0.01 for both the three and nine
months ended Sept. 30, 2012.

A copy of the Amended Q2 Form 10-Q is available at:

                        http://is.gd/zE5Sci

A copy of the Amended Q3 Form 10-Q is available at:

                         http://is.gd/2bwaED

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet, as restated, at Sept. 30, 2012,
showed $140.42 million in total assets, $128.38 million in total
liabilities, $3.22 million in series C, convertible preferred
stock, and $8.81 million in total equity.

UTSTARCOM HOLDINGS: Incurs $4.9 Million Net Loss in First Quarter
-----------------------------------------------------------------
UTStarcom Holdings Corp. reported a net loss of $4.99 million on
$37.17 million of net sales for the three months ended March 31,
2013, as compared with a net loss of $4.72 million on $46.65
million of net sales for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $435.29
million in total assets, $256.89 million in total liabilities and
$178.40 million in total equity.

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

                         http://is.gd/oKsc5c

                        About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

UTStarcom Holdings Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F disclosing
a net loss of $35.57 million on $186.72 million of net sales for
the year ended Dec. 31, 2012, as compared with net income of
$11.77 million on $320.57 million of net sales for the year ended
Dec. 31, 2011.


VERMILLION INC: Larry Feinberg Held 12% Stake as of May 13
----------------------------------------------------------
Larry N. Feinberg and his affiliates disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that, as
of May 13, 2013, they beneficially owned 2,799,980 shares of
common stock of Vermillion, Inc., representing 12.06 percent of
the shares outstanding.  A copy of the Schedule 13D is available
for free at http://is.gd/uP9jyp

                           About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $6.50 million in total
assets, $4.22 million in total liabilities and $2.27 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VERMILLION INC: Jack Schuler Held 11.3% Stake as of May 13
----------------------------------------------------------
Jack W. Schuler disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that, as of May 13, 2013, he
beneficially owned 2,617,872 shares of common stock of Vermillion
Inc. representing 11.3 percent of the shares outstanding.  The
aggregate purchase price for the 2,617,872 shares of Common Stock
acquired by Mr.Schuler was $3,822,093.

In connection with his purchase of Common Stock, Mr. Schuler
acquired warrants to purchase 4,055,157 shares of Common Stock at
an exercise price of $1.46 per share of Common Stock for an
aggregate purchase price of $506,894.

A copy of the Schedule 13D is available for free at:

                         http://is.gd/Q22qOW

                          About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $6.50 million in total
assets, $4.22 million in total liabilities and $2.27 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VERMILLION INC: Quest Diagnostics Defaults Under Alliance Pact
--------------------------------------------------------------
Vermillion, Inc., sent Quest Diagnostics Incorporated a notice of
default under the Strategic Alliance Agreement dated as of
June 22, 2005, relating to a number of material violations,
breaches and failures to perform by Quest Diagnostics under the
Strategic Alliance Agreement.  The Strategic Alliance Agreement
states that if a party fails to cure material defaults within 90
days of the date of the notice of default, the other party has the
right to terminate the Strategic Alliance Agreement.

                          About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $6.50 million in total
assets, $4.22 million in total liabilities and $2.27 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VIDEOTRON LTEE: Moody's Rates C300MM Sr. Unsecured Notes 'Ba2'
--------------------------------------------------------------
Moody's Investors Service rated Videotron Ltee's new CAD300
million senior unsecured notes Ba2. Videotron is a wholly-owned
subsidiary of Quebecor Media Inc. (QMI), the senior-most company
in the QMI family for which Moody's maintains ratings.

Since proceeds from the new notes will redeem an approximately
equal amount of notes of the same seniority, the transaction has
no ratings implications and the new notes are rated at the same
Ba2 level as the notes they replace. Similarly, QMI's Ba3
corporate family rating, Ba3 probability of default rating, SGL-2
speculative grade liquidity rating (indicating good liquidity) and
stable ratings outlook are not affected and remain unchanged.
Ratings for all debt instruments in the corporate family also
remain unchanged (see listing below).

The following summarizes the rating action and QMI's existing
ratings:

Issuer: Videotron Ltee

Assignments:

Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD2, 29%)

Issuer: Quebecor Media Inc.

Corporate Family Rating, Unchanged at Ba3

Probability of Default Rating, Unchanged at Ba3-PD

Speculative Grade Liquidity Rating, Unchanged at SGL-2

Outlook, Unchanged at Stable

Senior Unsecured Regular Bond/Debenture, Unchanged at B2 (LGD5,
  81%)

Issuer: Videotron Ltee

  Senior Unsecured Regular Bond/Debenture, Unchanged at Ba2 with
  the loss given default assessment revised to (LGD2, 29%) from
  (LGD2, 28%)

Ratings Rationale

QMI's Ba3 corporate family rating balances the sustainability and
recession-resistance of the cable-based broadband communications
cash flow of its Vid‚otron subsidiary, against the potential of
debt-financing to buy-out QMI's minority shareholder. Financial
performance is also constrained by elevated capital spending and
start-up losses related to launching a facilities-based wireless
product, fixed-line margin pressure from increasing IPTV
competition and secular pressures in the newspaper publishing
business. However, down-side risks are somewhat mitigated given
guidance that QMI would not exceed company-defined TD/EBITDA of 4x
(Moody's adjustments add approximately 0.6x to company-reported
figures); Moody's expects QMI's consolidated Debt/EBITDA to be
maintained in the low-4x/high-3x range (as adjusted by Moody's;
March 31, 2013's measure was 4.0x).

Rating Outlook

The outlook is stable since QMI has stated that it will not
operate beyond company-defined TD/EBITDA of 4x. The stable outlook
also reflects our expectation that QMI will maintain solid
liquidity and be free cash flow positive after 2014 as a period of
elevated capital spending ends.

What Could Change the Rating - Up

For an upgrade to be considered, it would be preferable that QMI
have a stable business platform with growth expected to come
primarily from organic sources. With that and were TD/EBITDA
expected to be in the sub 3.5x range, FCF/TD over 5%, RCF/TD
maintained in excess of 15%, and (EBITDA-CapEx)/Interest improved
to above 2.25x (incorporating Moody's standard adjustments) - in
all cases on a sustainable basis - a ratings upgrade may be
considered.

What Could Change the Rating - Down

Should TD/EBITDA not decline towards pre-CDP buy-out levels and
remain in the mid-to-low 4x range, FCF/TD be close to break even
and RCF/TD trending towards 10%, in all cases on a sustainable
basis, the ratings may be subject to downwards pressure
(incorporating Moody's standard adjustments). As well, significant
debt-financed acquisition or share buy-back activity or adverse
liquidity events may prompt an adverse ratings adjustment.

The principal methodology used in this rating was Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in April 2013. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


VILLAGE AT NIPOMO: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: The Village at Nipomo, LLC
        23014 Ventura Boulevard
        Woodland Hills, CA 91364

Bankruptcy Case No.: 13-13593

Chapter 11 Petition Date: May 28, 2013

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

Debtor's Counsel: Illyssa Fogel, Esq.
                  ILLYSSA I. FOGEL & ASSOCIATES
                  P.O. Box 437
                  McDermitt, NV 89421
                  Tel: (775) 532-8088
                  E-mail: ifogel@iiflaw.com

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

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

The petition was signed by Edwin F. Moore, reorganization manager.

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

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Edwin F. Moore and Carolyn W. Moore   12-15817            06/25/12


VILLAGE AT NIPOMO: Section 341(a) Meeting Set on July 9
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of The Village at
Nipomo, LLC, will be held on July 9, 2013, at 9:00 a.m. at RM 105,
21051 Warner Center Lane, Woodland Hills, CA.

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.

The Village at Nipomo, LLC, operator of a shopping center in Tefft
and Mary Streets, in Nipomo, California, sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013.
The Debtor estimated at least $10 million in assets and $1 million
to $10 million in liabilities.  The Debtor is represented by
Illyssa I. Fogel & Associates.


VISCOUNT SYSTEMS: Raises $675,000 From Units Offering
-----------------------------------------------------
Viscount Systems, Inc., completed a private placement of 4,750,000
units at a price of $0.10 per unit for total proceeds of $475,000.
On May 22, 2013, the Company completed an additional private
placement of 2,000,000 units at a price of $0.10 per unit for
total proceeds of $200,000.  Each unit consists of one common
share and one-half of one share purchase warrant of the Company,
with each whole warrant exercisable to acquire an additional share
of the Company at a price of $0.20 for a period of three years
from the closing date.

In connection with the offerings, the Company paid to a registered
broker-dealer a commission of share purchase warrants to acquire
675,000 shares of common stock of the Company at a price of $0.20
per share for a period of three years from the closing date.  The
warrants may be exercised on a cashless basis.

                       About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

The Company reported a net loss of C$2.9 million in 2011, compared
with a net loss of C$1.3 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed C$1.08
million in total assets, C$3.44 million in total liabilities and a
C$2.35 million total stockholders' deficit.

"The Company's bank credit facility was suspended on December 30,
2011 due to the bank's assessment of the Company's financial
position.  Management has determined that the Company will need to
raise a minimum of $500,000 by way of new debt or equity financing
to continue normal operations for the next twelve months.
Management has been actively seeking new investors and developing
customer relationships, however a financing arrangement has not
yet completed.  Short-term loan financing is anticipated from
related parties, however there is no certainty that loans will be
available when required.  These factors raise substantial doubt
about the ability of the Company to continue operations as a going
concern."

Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP,
in Vancouver, Canada, expressed substantial doubt about Viscount
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has an accumulated deficit of
C$5,769,027 and has reported a loss of C$2,883,304 for the year
ended Dec. 31, 2011.


VISCOUNT SYSTEMS: Number of Directors Fixed at Five
---------------------------------------------------
At the annual general meeting of the holders of common shares of
Viscount Systems Inc. held on May 28, 2013, the shareholders:

(1) approved the number of directors to be fixed at five;

(2) elected Stephen Pineau, Robert Liscouski, Paul Goldenberg,
     Dennis Raefield, and Paul Brisgone as directors to serve
     until the next annual general meeting of the shareholders;

(3) approved the appointment of Dale Matheson Carr- Hilton
     LaBonte LLP, Chartered Accountants, as independent auditors
     of the Company for the year ending Dec. 31, 2013;

(4) approved, on an advisory basis, the compensation of the
     Company's named executive officers; and

(5) approved, on an advisory basis, the frequency of holding
     future advisory votes on the compensation of the Company's
     named executive officers be every three years.

                      About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

The Company reported a net loss of C$2.9 million in 2011, compared
with a net loss of C$1.3 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed C$1.08
million in total assets, C$3.44 million in total liabilities and a
C$2.35 million total stockholders' deficit.

"The Company's bank credit facility was suspended on December 30,
2011 due to the bank's assessment of the Company's financial
position.  Management has determined that the Company will need to
raise a minimum of $500,000 by way of new debt or equity financing
to continue normal operations for the next twelve months.
Management has been actively seeking new investors and developing
customer relationships, however a financing arrangement has not
yet completed.  Short-term loan financing is anticipated from
related parties, however there is no certainty that loans will be
available when required.  These factors raise substantial doubt
about the ability of the Company to continue operations as a going
concern."

Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP,
in Vancouver, Canada, expressed substantial doubt about Viscount
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has an accumulated deficit of
C$5,769,027 and has reported a loss of C$2,883,304 for the year
ended Dec. 31, 2011.


VISION INDUSTRIES: Incurs $1.2-Mil. Net Loss in First Quarter
-------------------------------------------------------------
Vision Industries Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.2 million on $0 revenue for the three
months ended March 31, 2013, compared with a net loss of
$1.4 million on $10,500 of revenue for the same period last year.
The Company's balance sheet at March 31, 2013, showed $1.4 million
in total assets, $2.4 million in total liabilities, and a
stockholders' deficit of $1.0 million.

"The Company's cash and available credit are not sufficient to
support its operations for the next year."  On Jan. 30, 2013, the
Company engaged Colebrooke Capital, Inc., to help the company
secure financing of up to $5 million in connection with
operational expansion and the execution of strategic initiatives.

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

Long Beach, Calif.-based Vision Industries Corp. focuses its
efforts in building Class 8 fuel cell electric vehicles (FCEV)
used in drayage transportation.


VUZIX CORP: To Sell $15 Million Worth of Securities
---------------------------------------------------
Vuzix Corporation intends to sell $15 million worth of common
stock and warrants.  The Company expects to use the net proceeds
received from this offering:

   -- to complete commercialization of its waveguide, smart
      glasses and HD display engine technologies;

   -- to repay debt in the approximate amount of $1.46 million;
      and

   -- for working capital and general corporate purposes.

Aegis Capital Corp serves as the sole bookrunner of the offering.

A copy of the free writing prospectus is available at:

                        http://is.gd/5BG6x3

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

Vuzix reported net income of $322,840 on $3.22 million of total
sales for the year ended Dec. 31, 2012, as compared with a net
loss of $3.87 million on $4.82 million of total sales during the
prior year.  The Company's balance sheet at March 31, 2013, showed
$3.08 million in total assets, $10.14 million in total liabilities
and a $7.05 million total stockholders' deficit.

EFP Rotenberg, LLP, in Rochester, 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 substantial losses from operations
in recent years.  In addition, the Company is dependent on its
various debt and compensation agreements to fund its working
capital needs.  The Company was not in compliance with its
financial covenants under a senior secured debt holder and had
other debts past due in some cases.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"We have engaged an investment banking firm to assist us with
respect to a planned public stock offering of up to $15,000,000.
Our future viability is dependent on our ability to execute these
plans successfully.  If we fail to do so for any reason, we would
not have adequate liquidity to fund our operations, would not be
able to continue as a going concern and could be forced to seek
relief through a filing under U.S. Bankruptcy Code."


WARREN RESOURCES: Moody's Rates Proposed $200MM Sr. Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) to Warren Resources, Inc. and a Caa1 rating to its proposed
offering of $200 million senior unsecured notes due 2021. Moody's
also assigned a Speculative Grade Liquidity rating of SGL-2 and a
stable rating outlook. The proceeds from the offering will be used
to repay revolver borrowings and provide cash for planned capital
expenditures and potential acquisitions.

"Warren Resources' B3 rating reflects its small and highly
concentrated reserve and production base," commented Pete Speer,
Moody's Vice-President. "This offering will provide the company
with good liquidity to pursue small acquisitions to supplement its
relatively limited organic growth potential."

Assignments:

Issuer: Warren Resources, Inc.

  Corporate Family Rating, Assigned B3

  Probability of Default Rating, Assigned B3-PD

  Speculative Grade Liquidity Rating, Assigned SGL-2

  Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD4,
  65%)

  Rating outlook, stable

Ratings Rationale

Warren's B3 CFR reflects the risks of its relatively small reserve
and production base and dependence on one oil property in
California for the substantial majority of its current cash flow.
The company also has natural gas production from its coal-bed-
methane (CBM) properties in Wyoming that offer relatively weaker
cash margins and returns in a challenged natural gas price
environment. These risks are somewhat offset by Warren's solid
cash flow coverage of debt and good liquidity following the senior
notes offering. This provides the company with the financial
flexibility to execute its recently increased capital spending
plans while also pursuing small bolt-on acquisitions in its core
operating areas.

A high proportion of the company's 88,000 net acres in its
Atlantic Rim CBM project in Wyoming also could be prospective for
the Niobrara and other deeper, oil-bearing formations. This could
provide additional opportunity for reserves and production growth
but only with very high capital investment. Warren could pursue
joint ventures to fund this opportunity, but the play is at a very
early stage of exploration where the company's acreage lies and
thus its future success is uncertain. For near term growth the
company will continue to accelerate the development of its core
operating units in the Wilmington Field in Southern California
where it holds 2,460 net acres. This should provide oil production
growth through 2014, but Warren's longer- term reserve replacement
running room in that field is limited.

Moody's expects Warren to have good liquidity following its senior
notes offering, supporting the SGL-2 rating. At March 31, 2013,
pro forma for the senior notes issuance, the company would have
had $115 million of cash and full availability on its revolving
credit facility that is expected to have a borrowing base of $95
million. This liquidity and expected cash flow should provide
ample funding for the company's recently increased capital
spending budget. Warren should maintain significant covenant
compliance headroom through mid 2014 and the company could sell
assets to raise cash given its undrawn revolver. However, this
liquidity is likely to be reduced if Warren completes
acquisitions.

The Caa1 rating on the proposed $200 million senior notes reflects
both the overall probability of default of Warren, to which
Moody's assigns a PDR of B3-PD, and a loss given default of LGD 4
(65%). The company has a committed $300 million senior secured
credit facility that matures in December 2016 with a borrowing
base reduced to $95 million following the senior notes offering.
The senior notes are unsecured and guaranteed by subsidiaries on a
senior unsecured basis. Therefore the senior notes are subordinate
to the senior secured credit facility's potential priority claim
to the company's assets and are therefore rated one notch beneath
the B3 CFR under Moody's Loss Given Default Methodology.

Warren's average daily production was approximately 5,600 boe
during the first quarter of 2013 and its total proved developed
(PD) reserves were approximately 17 million boe at December 31,
2012. Pro forma for the senior notes offering debt/average daily
production (last twelve months), debt/PD reserves and retained
cash flow (RCF)/debt were around $36,000/boe, $12.50/boe and 33%,
respectively at March 31, 2013. The stable outlook is based on
Moody's expectation that Warren will meet its oil production
growth forecasts and also drill sufficient wells in Wyoming to
continue gas production growth and retain its CBM acreage.

If financial leverage were to substantially increase because of
large debt funded acquisitions or if liquidity were to become
constrained then the ratings could be downgraded. Debt/average
daily production above $45,000 or retained cash flow/debt below
20% could result in a ratings downgrade. In order for the ratings
to be upgraded the company would have to complete sound
acquisitions that provide reserves and production growth
visibility while maintaining its financial leverage metrics and
adequate liquidity. Average daily production above 20,000 boe and
PD reserves over 30 million boe with debt/average daily production
under $35,000/boe, debt/PD reserves under $12/boe, and RCF/debt
above 35% could result in a ratings upgrade.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.
Warren Resources, Inc. is an independent exploration and
production company headquartered in New York, NY.


WAUPACA FOUNDRY: Moody's Affirms 'B1' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed the ratings of Waupaca Foundry,
Inc., including the B1 Corporate Family Rating and the B1-PD
Probability of Default Rating. In a related action, Moody's
affirmed the B2 rating on the company's upsized $542 million
senior secured term loan. The incremental amount of the term loan
is expected to be used to fund a $125 million special dividend to
the company's shareholders. The rating outlook was changed to
negative from stable.

The following ratings were affirmed:

Corporate Family Rating, B1;

Probability of Default Rating, B1-PD;

B2 (LGD4, 63%), for the upsized $542 million senior secured term
loan

RATINGS RATIONALE

The negative rating outlook incorporates Waupaca's aggressive
financial policies in the cyclical automotive industry, including
shareholder distributions which have more than doubled debt levels
from the original $260 million amount initially rated in June
2012. While Waupaca's operating performance has largely met
Moody's expectations when the initial ratings were assigned, the
cumulative shareholder distributions following the transaction
will have far exceeded the equity contribution made in connection
with the company's purchase by affiliates of KPS Capital Partners,
LP. in June 2012. In addition, Moody's believes the additional
debt level has the potential to limit the company's financial
flexibility in the event of weakening industry conditions or
operational missteps.

The affirmation of Waupaca's B1 Corporate Family Rating continues
to incorporate the company's diverse revenue profile within the
iron castings industry. Waupaca benefits from exposure to
improving North American automotive demand which represents about
50% of the company's revenues. Moody's expects U.S automotive
demand to increase 5-5.5% in 2013. However, the commercial vehicle
and off-highway markets (about 39% of revenues) have remained weak
due to a modest economic recovery in North America and softer
growth in Asia. Pro forma for the upsized term loan, Waupaca's
Debt/EBITDA for the LTM period ending March 31, 2013 is estimate
to be 3.9x (including Moody's standard adjustments) compared to a
pro forma estimate of 3.6x at the time of initial rating in June
2012.

Waupaca is expected to continue to have a good liquidity profile
over the near term supported by positive free cash flow and modest
availability under the asset based revolving credit facility.
Waupaca has typically maintained nominal cash balances on hand,
which is expected to continue over the next twelve months. Moody's
expects the company to generate positive free cash flow over the
near-term supported by revenue growth in North America as well as
modest working capital and capital reinvestment needs. Borrowing
base availability under the $225 million asset based revolving
credit facility should support near-term operating flexibility.
Financial covenants under the term loan include a maximum leverage
test and a minimum fixed charge coverage test which will be reset
with the proposed transaction. The asset based revolver's
financial covenant is a springing minimum fixed charge coverage
test. Alternate liquidity is limited as essentially all of the
company's assets secure the credit facilities.

The outlook could be changed to stable if the company is able to
sustain EBIT/Interest above 2.0x and Debt/EBITDA below 4.0x while
demonstrating a financial policy that is balanced between debt
reduction and shareholder returns. Although not anticipated over
the near to medium term, the ratings could be upgraded over the
longer term if the company is able to sustain EBIT/Interest above
3.5x and Debt/EBITDA below 3.0x while maintaining substantially
more conservative financial policies.

The ratings could be lowered if automotive production levels
weaken or if the company's profit margins deteriorate to drive
EBIT/Interest below 2.0x or Debt/EBITDA sustained above 4.0x. A
deteriorating liquidity profile or further shareholder
distributions could also lead to a lower rating.

Waupaca Foundry, Inc., headquartered in Waupaca, Wisconsin, is a
leading iron foundry and manufacturer of gray, ductile and
compacted graphite iron castings. The company's products are sold
into the commercial vehicle, off-highway, agriculture,
construction, hydraulic, and materials handling markets. Revenues
for fiscal year 2012 were approximately $1.7 billion. The company
is a wholly-owned subsidiary of affiliates of KPS Capital
Partners, LP.

The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology published in May 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


WEST FRASER: S&P Raises CCR to From 'BB+'; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Vancouver-based lumber manufacturer
West Fraser Timber Co. Ltd. to 'BBB-' from 'BB+'.  The outlook is
stable.

Standard & Poor's also raised its issue-level rating on West
Fraser's senior notes to 'BBB-' from 'BB+'.  The recovery rating
on the notes has been removed due to S&P's upgrade on the company
to investment-grade.

"We base our upgrade on West Fraser's maintenance of a very
conservative financial policy throughout a very severe U.S.
housing construction recession," said Standard & Poor's credit
analyst Jamie Koutsoukis.  "We also base the upgrade on our
expectations that the company's will generate substantial
operating cash flows in 2013 and 2014, which we believe it will
reinvest in assets that will further improve operating
efficiencies," Ms. Koutsoukis added.

The ratings on West Fraser reflects what Standard & Poor's views
as the company's "fair" business risk profile and "modest"
financial risk profile.  The company is positioned as the largest
North American softwood lumber producer with its low-cost lumber
operations, high degree of fiber integration, average product
diversity, and low leverage.  These strengths are somewhat offset,
in S&P's opinion, by West Fraser's participation in the North
American cyclical housing construction market, shrinking annual
allowable cuts in British Columbia subsequent to the mountain pine
beetle infestation, and volatile pulp markets.

West Fraser is an integrated wood products company with operations
in western Canada and the southern U.S.  Although its core
business is lumber production, it also produces panels, pulp, and
newsprint.  The company has an annual production capacity of 5.8
billion board feet of lumber and 1.15 million metric tons of pulp
capacity.

The stable outlook on West Fraser reflects S&P's expectation of
management's conservative financial policies to maintain leverage
ratios in the range of 1.5x-2.0x in 2013, which is consistent with
a modest financial risk profile.  S&P recognizes that fluctuating
lumber prices will result in volatile earnings through business
cycles and that leverage could climb closer to 3.0x during a
period of moderate stress.  S&P would maintain its current rating
on West Fraser under this circumstance, assuming it held the view
that leverage would drop back closer to 2.0x within a reasonable
time frame (within a year or so).

S&P could revise the outlook to negative if leverage increases to
about 3.0x and lower the long-term corporate credit rating if S&P
believes sustained leverage will remain at about 3.5x or higher.
This could occur if lumber prices decline from reduced demand
likely caused by North American housing construction, or if West
Fraser deviates from its conservative financial policies.

Although unlikely, S&P could upgrade West Fraser if acquisitions
or investments are made in stable cash flow generating assets that
diversify away from volatile U.S. building products.


WESTMORELAND COAL: Stockholders Elect Eight Directors
-----------------------------------------------------
At the annual meeting held on May 21, 2013, stockholders of
Westmoreland Coal Company elected eight directors to the Board to
serve for a one-year term, namely:

   (1) Keith E. Alessi;
   (2) Gail E. Hamilton;
   (3) Michael G. Hutchinson;
   (4) Robert P. King;
   (5) Richard M. Klingaman;
   (6) Craig R. Mackus;
   (7) Jan B. Packwood; and
   (8) Robert C. Scharp.

The stockholders also approved an advisory vote on executive
compensation and ratified the appointment by the Audit Committee
of Ernst & Young LLP as principal independent auditor for fiscal
year 2013.

In light of the stockholder vote in 2011, the Company has
determined that it will hold a non-binding advisory vote to
approve the Company's compensation of its named executive officers
as disclosed in its annual meeting proxy statement every year
until it next holds a non-binding stockholder advisory vote on the
frequency with which the Company should hold future say-on-pay
votes, which vote will appear in the 2014 proxy statement.

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss of $13.66 million in 2012, a
net loss of $36.87 million in 2011, and a net loss of $3.17
million in 2010.  The Company's balance sheet at March 31, 2013,
showed $943.01 million in total assets, $1.22 billion in total
liabilities and a $286.53 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WM SIX FORKS: Has Access to Cash Until Sale Closing
---------------------------------------------------
WM Six Forks, LLC, obtained final authorization from the Hon. J.
Rich Leonard of the U.S. Bankruptcy Court for the Eastern District
of North Carolina to use cash collateral through the closing date
of the sale of the Debtor's project -- the retail/office building
in Raleigh, North Carolina known as Manor Six Forks which opened
in March of 2010.

The project includes 298 residential apartments and 14,000 square
feet of retail space on the ground floor of the Property.  As of
the Petition Date, all the retail/office space is vacant and
approximately 95% of the residential apartments are subject to
existing leases.

The Debtor would use the cash collateral to pay on-going costs of
insuring, preserving, repairing and protecting the project.

The Debtor's Plan of Liquidation dated December 10, 2012, as
amended Feb. 5, 2013, provides for the sale of the Project
pursuant to Sections 363(b) and 1123(a) (5) (D) of the Bankruptcy
Code after the entry of the confirmation order.   The Court
entered an order confirming he Plan on Feb. 15, 2013.

Lender Lenox Mortgage XVII LLC's claim was allowed and was
conclusively deemed secured by a valid, perfected, enforceable and
unavoidable lien in the Project and other collateral, including
"cash collateral," senior to all other liens and claims other than
the ad valorem tax liens of Wake County in the Project.

                         About WM Six Forks

WM Six Forks LLC is the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor said in court papers the
Manor is valued at $32.54 million.  The Debtor also owns a 15.15-
acre property, the value of which is not yet determined.  The
Debtors' property serves as collateral to a $39 million debt to
Lenox Mortgage XVI, LLC.  A copy of the schedules filed together
with the petition is available at http://bankrupt.com/misc/nceb12-
05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified that it was unable to form a
creditors committee in the Chapter 11 case of WM Six Forks, LLC.

Judge J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Raleigh Division, confirmed on
Feb. 15, 2013, WM Six Forks, LLC's Plan of Liquidation.


WM SIX FORKS: Can Employ Dixon Hughes as Accountants
----------------------------------------------------
WM Six Forks LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ Dixon Hughes Goodman, LLP, as
accountants.

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

    a. prepare tax returns as requested by the Debtor's
       bankruptcy counsel; and

    b. perform other accounting services as may be requested by
       Bankruptcy Counsel from time to time and in the interest of
       the Debtor.

Prior to the Petition Date, Dixon Hughes provided accounting
services to the Debtor and received payments from the Debtor in
exchange for such services.  As of the Petition Date, the Debtor
owed Dixon Hughes the sum of $3,500 for pre-petition services
provided to the Debtor.  As provided in the attached Affidavit of
William Gordon Douglas, Dixon Hughes is willing to waive such
claim against the Debtor for pre-petition fees and expenses.

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

                     About WM Six Forks

WM Six Forks LLC is the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor said in court papers the
Manor is valued at $32.54 million.  The Debtor also owns a 15.15-
acre property, the value of which is not yet determined.  The
Debtors' property serves as collateral to a $39 million debt to
Lenox Mortgage XVI, LLC.  A copy of the schedules filed together
with the petition is available at http://bankrupt.com/misc/nceb12-
05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified that it was unable to form a
creditors committee in the Chapter 11 case of WM Six Forks, LLC.

Judge J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Raleigh Division, confirmed on
Feb. 15, 2013, WM Six Forks, LLC's Plan of Liquidation.


WORLDS INC: Incurs $331K Net Loss in First Quarter
--------------------------------------------------
Worlds Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $331,364 for the three months ended March 31, 2013,
compared with a net loss of $305,510 for the same period last
year.  Net revenues for each of the three months ended March 31,
2013, and 2012, were $0 and $0, respectively

The Company's balance sheet at March 31, 2013, showed $2.4 million
in total assets, $5.8 million in total current liabilities, and a
stockholders' deficit of $3.4 million.

The Company has incurred significant losses since its inception
and has had minimal revenues from operations.  "The Company will
require substantial additional funds for development and
enforcement of its patent portfolio.  There can be no assurance
that the Company will be able to obtain the substantial additional
capital resources to pursue its business plan or that any
assumptions relating to its business plan will prove to be
accurate.  The Company has not been able to generate sufficient
revenue or obtain sufficient financing which has had a material
adverse effect on the Company, including requiring the Company to
reduce operations.  These factors 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/Dw5uCY

Brookline, Mass.-based Worlds Inc. transferred on May 16, 2011,
through a spin-off to its then wholly owned subsidiary, Worlds
Online Inc., the majority of its operations and related
operational assets.  The Company retained its patent portfolio
which it intends to continue to increase and to more aggressively
enforce against alleged infringers.  The Company also entered into
a License Agreement with Worlds Online Inc. to sublicense its
patented technologies.

Worlds Inc. currently has seven patents, 6,219,045 - 7,181,690 -
7,493,558 ? 7,945,856, - 8,082,501, 8,145,998 and 8,161,383.  On
March 30, 2012, the Company filed a patent infringement lawsuit
against Activision Bizzard Inc., Blizzard Entertainment Inc. and
Activision Publishing Inc. in the United States District Court for
the District of Massachusetts.  Susman Godfrey LLP is lead counsel
for the Company.  The costs to prosecute those parties that the
Company and its legal counsel believe to be infringing on said
patents were capitalized under patents until a resolution is
reached.


ZACKY FARMS: Plan Disclosures Order Amended for Procedural Matters
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California,
Sacramento Division, at the behest of ZF in Liquidation, LLC, fka
Zacky Farms, LLC, amended the order approving the disclosure
statement explaining the Debtor's Plan to specifically permit the
Plan to be served on creditors and equity holders in paper form
without the exhibits, and to have the exhibits served in CD-ROM
format only.

The application to amend the Disclosure Statement Order was filed
by Donald W. Fitzgerald, Esq., Thomas A. Willoughby, Esq.,
Jennifer E. Niemann, Esq., at Felderstein Fitzgerald Willoughby &
Pascuzzi LLP, in Sacramento, California.

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.  The
Debtor disclosed $72,233,554 in assets and $67,345,041 in
liabilities as of the Chapter 11 filing.

The Company has plans to sell itself to pay creditors.  Zacky
Farms LLC received bankruptcy-court approval to sell its assets to
the Robert D. and Lillian D. Zacky Trust.

Kurtzman Carson Consultants LLC will provide administrative
services and FTI Consulting, Inc., serves as the Debtor's Chief
Restructuring Officer.  Bankruptcy Judge Thomas Holman presides
over the case.  The petition was signed by Keith F. Cooper, the
Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


ZION BAPTIST: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Zion Baptist Evangelestic Temple Church
          aka ZBET
        600 W Rosecrans Ave.
        Compton, CA 90222

Bankruptcy Case No.: 13-23906

Chapter 11 Petition Date: May 28, 2013

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

Judge: Sandra R. Klein

Debtor's Counsel: MaryEtta C Marks, Esq.
                  LAW OFFICES OF M.C. MARKS
                  6709 La Tijera Boulevard, Number 541
                  Los Angeles, CA 90045
                  Tel: (310) 649-6431
                  E-mail: markslaw@hotmail.com

Scheduled Assets: $1,288,050

Scheduled Liabilities: $954,404

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

The petition was signed by Cassandra Boston, church truste


* Fitch: Modest Neg. Rating Activity Bias Persists in Early 2013
----------------------------------------------------------------
The rating drift remained net negative for global corporate
issuers in the first-quarter of 2013 (1Q'13), according to a new
report by Fitch Ratings, Inc. Downgrades topped upgrades by a
margin of 1.3 to 1 even with 4Q'12 results. However, rating
activity was overall more subdued at the beginning of this year.
Downgrades affected 2.6% of issuers and upgrades 1.9%, both down
from the prior quarter's 3.5% and 2.7%, respectively.
Global financial institution downgrades of 2.2% lagged upgrades of
2.4% in the first quarter - a tight ratio but nonetheless the
second consecutive quarter of net positive rating activity for
financial institutions and a reversal of a more than four-year-
long trend of credit deterioration. However, across global
industrials, downgrades of 2.9% continued to exceed upgrades of
1.6%.

The impact of EMEA sovereign downgrades to Italy, Cyprus, Egypt
and South Africa were felt in the first quarter, affecting
financial entities and contributing to an overall EMEA ratio of
corporate downgrades to upgrades of 2.7 to 1.

Downgrades topped upgrades across emerging market industrials and
financial entities at the start of the year, for the first time
since early 2012. In contrast, the rating activity mix for
developed market issuers remained steady. Downgrades continued to
outpace upgrades 1.3 to 1.

The Fitch-rated global corporate issuer default rate remained in
check at 0.18% year to date, mimicking results from the same
period a year earlier. Fitch registered five corporate defaults in
the first quarter. All involved speculative-grade rated entities
('BB-' or lower).

The share of global corporate issuers assigned a Negative Outlook
dipped to 13% at the end of March from 14% in December. The share
of issuers carrying a Positive Outlook held firm at 5% quarter
over quarter.


* Moody's: Las Vegas Strip Recovery Still Sluggish Thru Yearend
---------------------------------------------------------------
An oversupply of hotel rooms and the lackluster US economy will
keep the recovery of the Las Vegas Strip subdued in 2013, says
Moody's Investors Service in "US Gaming Industry: Las Vegas Strip
Recovery Lags Despite Record Visitor Volume."

Moody's expects gaming revenue and room rates in Las Vegas to grow
in line with Moody's US GDP growth forecasts of 1.5%-2.5% for 2013
and 2%-3% in 2014, leaving revenues on the Strip shy of their 2007
peaks.

"The 12% increase in room supply between 2007-2010 will continue
to depress growth," says Moody's Peggy Holloway, a Vice President
and Senior Credit Officer. "Even with visitations at a record,
hotel occupancy has been essentially flat and room rates have seen
only modest increases, suggesting the Strip's hotel capacity is
built for stronger economic conditions than exist today."

The Las Vegas Strip hosted a record 39.7 million visitors in 2012,
but room rates, gaming revenue and convention attendance remain
sluggish and well short of previous highs.

Were the recovery to pick up, higher gaming and lodging revenue
would flow through to earnings given the industry's high operating
leverage and margins, says Moody's.

Hotel revenue are likely to recover faster than gaming revenue,
says Moody's, as US consumers' personal expenditures on
accommodations increase faster than the pace of their spending on
gambling. However, gaming represents the largest share of revenues
and profits for casino operators and its recovery is crucial for
the recovery of the Strip.

On the Strip, companies in the luxury end of the market such as
MGM Resorts International, Las Vegas Sands Corp. and Wynn Resorts,
Limited are recovering more quickly than are the other operators
because they cater to business as well as leisure travelers. More
group meetings and conventions give these operators a greater
ability to raise hotel room rates, says Moody's.
-held SAGD oil sands development and operating company.


* Bank Failures: Wisconsin Bank Brings Year's Total to 14
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the two-branch Bank of Wisconsin from Kenosha,
Wisconsin, was taken over by regulators on May 31.  There hadn't
been a bank failure in Wisconsin for two years.  The branches and
deposits were transferred to North Shore Bank from Brookfield,
Wisconsin.  The failed bank had $127.6 million in deposits.  The
failure was estimated to cost the Federal Deposit Insurance Corp.
$26.3 million.

                       List of Failed Banks

In 2012, there were 51 bank failures compared to 92 failed banks
in 2011, 157 in 2010, 140 in 2009 and just 25 for 2008.  The
failures in 2010 were the most since 1992, when 179 institutions
were taken over by regulators.

For 2013, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
Banks of Wisconsin      $134.0  North Shore Bank          $26.3
Central Arizona Bank     $31.6  Western State Bank         $8.6
Sunrise Bank             $60.8  Synovus Bank              $17.3
Pisgah Community Bank    $21.9  Capital Bank, N.A.         $8.9

Douglas County Bank     $316.5  Hamilton State Bank       $86.4
Parkway Bank            $108.6  CertusBank, N.A.          $18.1
Chipola Community Bank   $39.2  First Federal Bank        $10.3
Heritage Bank of N Fla. $110.9  FirstAtlantic Bank        $30.2
First Federal Bank      $100.1  Your Community Bank        $9.7

Gold Canyon Bank         $45.2  First Scottsdale Bank     $11.2
Frontier Bank           $258.8  HeritageBank of the S.    $51.6
Covenant Bank            $58.4  Liberty Bank and Trust    $21.8
1st Regents Bank         $50.2  First Minnesota Bank      $10.5
Westside Community Bank  $97.7  Sunwest Bank              $20.3

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

                    694 Banks in Problem List

The FDIC's Quarterly Banking Profile for the quarter ended Sept.
30, 2012, says that the number of institutions on the FDIC's
"Problem List" declined to 694 from 732, and total assets of
"problem" institutions fell from $282.4 billion to $262.2 billion.
This is the smallest number of "problem" institutions since third
quarter 2009.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The Deposit Insurance Fund (DIF) increased by $2.5 billion to
$25.2 billion during the third quarter.  Estimated insured
deposits increased by 2.3%.  The DIF reserve ratio was 0.35% at
Sept. 30, 2012, up from 0.32% at June 30, 2012, and 0.12% at Sept.
30, 2011.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
As of Q3 of 2012  694      $262,000          43         $9,500
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Strict Compliance Required on 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 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 report notes that 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 report relates 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).


* Blankfein Leads Bank CEO Pay With $26 Million
-----------------------------------------------
Elizabeth Dexheimer, writing for Bloomberg News, reported that
bankers at Goldman Sachs Group Inc. had a tumultuous 2012. The
firm cut 900 jobs, promoted the fewest executives to the exalted
post of partner in more than a decade and slashed the portion of
revenue set aside for compensation to 38 percent from 42 percent a
year earlier.

According to the report, for the man at the very top of Goldman
Sachs's pay pyramid, Chief Executive Officer Lloyd Blankfein, 2012
was his finest year since the boom times of 2007. Blankfein, 58,
was awarded $26 million for his work last year, lifting him to No.
1 in the Bloomberg Markets ranking of the best-paid CEOs at North
America's 20 largest financial companies by customer deposits.

John Stumpf, who led Wells Fargo & Co. to a record profit of $18.9
billion, ran a distant second, at $19.3 million, Bloomberg Markets
magazine will report in its July issue.

The pay of the 20 chiefs increased an average of 7.7 percent for
2012 compared with a year earlier, according to data compiled by
Bloomberg. The tally is based on salaries, stock, bonuses and
long-term incentive pay awarded to the CEOs for 2012.

"All of them are being overpaid," Eleanor Bloxham, CEO of Value
Alliance Co., a board advisory firm in Westerville, Ohio, told the
news agency.  "The bank boards still don't have a good handle on
how they should be compensating their executives."

Bloxham told the news agency directors lean too much on share
performance and instead should look at how CEOs manage risk,
including capital ratios that measure financial strength.


* Citigroup Settles U.S. Suit over $3.5B in Mortgage Securities
---------------------------------------------------------------
Nate Raymond, writing for Reuters, reported that Citigroup Inc has
reached a settlement with a federal agency that had accused the
bank of misleading Fannie Mae and Freddie Mac into buying $3.5
billion of mortgage-backed securities.

According to the report, the settlement with the Federal Housing
Finance Agency was disclosed in a filing in U.S. District Court in
Manhattan, where a series of related cases by the agency against
Wall Street banks are pending.

The filing, the report said, did not disclose the terms of the
deal. FHFA spokeswoman Stefanie Johnson said the settlement was
"satisfactory" but declined to say how much Citi would pay.

*FHFA is active in settlement discussions with other banks that
were subjects of these lawsuits, she said.

Danielle Romero-Apsilos, a spokeswoman for Citigroup, declined to
discuss the terms of the settlement but said the bank was "pleased
to put this matter behind us," the report related.

The accord marks the second so far out of 18 securities fraud
cases the FHFA filed against banks in 2011 over more than $200
billion in mortgage-backed securities sold to Fannie and Freddie,
according to the report.

The case is Federal Housing Finance Agency v. Citigroup Inc., et
al, U.S. District Court, Southern District of New York, No. 11-
06196.


* Regulators Probing Banks' Debt Collection Practices
-----------------------------------------------------
Danielle Douglas, writing for The Washington Post, reported that
federal regulators are widening a probe into whether the nation's
biggest banks used flawed documents and incomplete records to
collect on delinquent credit card debts, according to four people
familiar with the investigation.

According to the report, the scope of the inquiry is unclear, but
those familiar with it say the Office of the Comptroller of the
Currency is expanding an ongoing probe that began in 2011 with
allegations that JPMorgan Chase was using error-filled documents
in lawsuits against debtors.

The regulatory agency is examining the process several banks use
to verify consumers' outstanding debt before taking legal action,
say people who were not authorized to speak about an ongoing
investigation, the report said. An OCC spokesman declined to
comment.

The concerns about credit card debt collection echo the wave of
shoddy foreclosures that hit after the housing market collapsed,
the report related. In those cases, as homeowners defaulted on
their loans in droves, mortgage servicers were accused of
falsifying records and "robo-signing" hundreds of documents
without actually reviewing them.

Similarly, banks have filed hundreds of thousands of lawsuits
against delinquent credit card holders in the wake of the
financial crisis, the report added. As millions of Americans fell
behind on payments, the charge-off rate for credit cards soared to
$85 billion by the end of 2009, according to credit card
comparison site Cardhub.com.


* Sallie Mae to Split Into Two Companies
----------------------------------------
Tanya Agrawal, writing for Reuters, reported that Sallie Mae
Corp., the largest U.S. student loan provider, said on Wednesday
it would split into two publicly traded companies as it seeks
better valuation for its private student lending business.

According to the report, the company also named Chief Operating
Officer John Remondi as its new chief executive, replacing Albert
Lord, who has had two separate stints with the company as CEO.

Sallie Mae also said it plans to separate its consumer banking
business, which will continue making new loans to students and
take deposits, from its education loan management business, which
will service existing loans, including those backed by the
government, the report said.

The Federal Family Education Loans Program, under which private
lenders made student loans backed by the government, ended in
2010, pushing companies such as Sallie Mae to grow their private
student lending businesses, the report noted.

"The split makes sense as the company wasn't growing since their
biggest business was running off. It's like separating the good
from the bad," Sanjay Sakhrani, an analyst with Keefe, Bruyette &
Woods, told the news agency.

Another advantage of separating the two businesses is that it
makes each unit more attractive to prospective buyers because they
are smaller and more focused, said a person familiar with the
situation who wished to remain anonymous because he is not
permitted to speak to the media, according to the report.

Sallie Mae has no immediate plans to sell either piece, the person
said, the report further related.


* Retailers Ready for Showdown Over Credit Card Fee Deal
--------------------------------------------------------
Christie Smythe, writing for Bloomberg News, reported that Wal-
Mart Stores Inc. and Costco Wholesale Corp., among more than 500
merchants objecting to a $7.25 billion antitrust settlement with
credit card firms over swipe fees, say the deal is meaningless as
long as card companies can fix fees charged retailers on each
transaction.

According to the report, Sears Holdings Corp., Target Corp., TJX
Cos., and Barnes & Noble Inc. also have opposed the agreement
being considered by a federal judge in Brooklyn, New York, as
merchants face a deadline for filing objections to the deal. The
settlement, estimated by plaintiffs to be the largest ever in an
antitrust case, could receive final approval after a Sept. 12
hearing.

"Given that Visa and MasterCard can continue to fix interchange,
they can recoup the settlement amount quickly by raising
interchange rates in the future," said Jai Holtz, vice president
of financial services for Sears, in an objection filed May 25, the
report cited. "The one-time payment could be entirely eviscerated
by increased fees or newly-imposed fees just months after it is
paid."

The effort by companies follows years of tensions over the fees,
which amount to as much as two percent of every sale where a
customer pays with a card, the report related.  Major retailers
and trade associations contend that the deal isn't nearly big
enough and unfairly binds all merchants nationwide against suing
over the fees in the future.


* U.S. Alleges $6 Billion Money-Laundering Operation
----------------------------------------------------
Reed Albergotti and Jeffrey Sparshott, writing for The Wall Street
Journal, reported that the money was virtual, but prosecutors say
the crime was real.

According to the report, officials brought charges against a group
of men who allegedly manufactured an Internet-based currency to
launder about $6 billion in ill-gotten gains, a sign of
authorities' rising concern with digital cash.

The charges, in an indictment unsealed on May 28, describe a
complex online system set up by a Costa Rica-based organization
called Liberty Reserve, the WSJ report related. The system
allegedly was designed to give criminals a way to move money
earned from credit-card fraud, online Ponzi schemes, child
pornography and other crimes without being detected by law
enforcement.

Liberty Reserve, which was incorporated in 2006, was a "bank of
choice for the criminal underworld," according to the indictment,
which said the operation allegedly laundered the money through 55
million transactions before it was shut down earlier this month,
the WSJ report further related. The company has about one million
users world-wide, including about 200,000 people in the U.S.,
according to prosecutors. They called the plot one of the largest
money-laundering operations ever uncovered.

A spokesman for Liberty Reserve couldn't immediately be reached
for comment, WSJ said. Prosecutors said that they arrested five of
the seven men charged in the indictment in Spain, Costa Rica and
Brooklyn, N.Y., and charged them with operating an unlicensed
money-transmitting business. The officials said they plan to seek
extradition of those arrested abroad, and that the two remaining
men are at large.


* Jets, Giants Sue Over Xanadu
------------------------------
Heather Haddon writing for Daily Bankruptcy Review reports that
the New York Jets and Giants sued May 30 to block the further
development of a shopping and theme-park complex adjacent to
MetLife Stadium, saying its owners hadn't negotiated in good faith
on issues of traffic and whether the complex could operate on
Sundays.

"We have bent over backwards to try to accommodate this project
because the governor has stated how important it is to him and to
the state," said John Mara, co-owner of the Giants, speaking
alongside Jets owner Woody Johnson during a 30-minute interview
May 30.


* China's Largest Meat Processor to Buy Smithfield Ham
------------------------------------------------------
Dana Mattioli, Dana Cimilluca and David Kesmodel, writing for The
Wall Street Journal, reported that China's largest meat processor
struck a surprise $4.7 billion agreement to acquire Smithfield
Foods Inc., a deal that would mark the biggest Chinese takeover of
an American company and underscores the Asian nation's renewed
determination to scoop up overseas assets.

According to the report, Shuanghui International Holdings Ltd.
agreed to pay $34 a share for Smithfield, the world's largest hog
farmer and pork processor. Including debt, the deal values the
Smithfield, Va., company at $7.1 billion.

People involved in the deal said that the purpose of the tie-up is
to export more of Smithfield's output to feed rising demand in
China, the world's biggest pork market, and not to import Chinese
meat into the U.S., the WSJ report said.

The proposed deal marks the latest effort by a Chinese company to
strike a foreign acquisition aimed at securing access to resources
that can drive China's economy -- the world's second largest, the
report said. In the past, its focus has largely fallen on the
mining and oil industries and less on food.

The country and its companies have often been thwarted in their
quest to seal such deals -- most notably oil company Cnooc Ltd.'s
effort in 2005 to buy Unocal Corp. for $18.5 billion -- amid fears
that they could jeopardize U.S. national security and other
sensitivities as China becomes the U.S.'s chief global economic
rival, the WSJ recalled.


* Dorsey & Whitney Partner Named Minn. Bankruptcy Judge
-------------------------------------------------------
International law firm Dorsey & Whitney LLP announced that
Katherine A. Constantine, a partner in the firm's Finance and
Restructuring Department, has been appointed by the United States
Court of Appeals for the Eighth Circuit as a United States
Bankruptcy Judge for the District of Minnesota. The Honorable
William Jay Riley, Chief Judge of the United States Court of
Appeals for the Eighth Circuit, announced the appointment earlier
this week. Ms. Constantine joins Chief Judge Gregory Kishel and
Judges Kathleen Hvaas Sanberg, Michael E. Ridgway, and Robert J.
Kressel. She will replace Judge Dennis O'Brien, who is retiring.

Ms. Constantine serves as chair of Dorsey's Bankruptcy and
Financial Restructuring Practice Group in its Minneapolis office.
Over her career, Ms. Constantine has represented many of the
different parties and interests involved in the bankruptcy process
and has practiced in bankruptcy cases in Minnesota and across the
country. She is a frequent lecturer for continuing legal education
in the area of bankruptcy, has served on bankruptcy court-
appointed committees and is a contributing author to Minnesota CLE
desk books. She has also received numerous "Best Lawyer"
recognitions and other awards for her legal work.

In addition to her legal practice, Ms. Constantine has served on
several boards including boards of non-profit organizations
dedicated to serving needs of people with disabilities and on the
Georgetown Law Alumni Board. She has also been active as a
diversity mentor to new attorneys. Ms. Constantine is a 1977 magna
cum laude graduate of the Georgetown University School of Foreign
Service and a 1980 graduate of the Georgetown Law Center.

"Kathie Constantine is a preeminent bankruptcy lawyer with a
national reputation," noted Ken Cutler, Managing Partner of Dorsey
& Whitney. "We are very proud of her achievements and of this
appointment. She will bring great energy and an incredible wealth
of experience and insight to the bankruptcy bench."


* House Democrats Seek Details on Consumer Bureau Auto Loan Rules
-----------------------------------------------------------------
Carter Dougherty, writing for Bloomberg News, reported that 13
Democrats in the U.S. Congress have asked the Consumer Financial
Protection Bureau for details on how it plans to enforce new rules
on discrimination in auto lending.

The report said in a May 28 letter to the agency, the Democrats,
all members of the House Financial Services Committee, demanded
"any and all background information" about its investigation into
alleged discrimination in the business, according to a copy of the
letter.

The group, five of whom are members of the Congressional Black
Caucus, also asked for details on the methodology the agency is
using to assess the presence of discrimination, the report
related. And it asked for additional information on how lenders
will have to comply with the rules.

"Consumers must be able to shop for credit without fear of
discriminatory practices, and the consistent enforcement of anti-
discrimination statutes is an essential part of ensuring that
consumers have access to affordable credit," Democratic
Representative Terri Sewell of Alabama and 12 other members wrote,
the report quoted.


* S&P Asks Judges' Panel to Send States' Rating Cases to NY
-----------------------------------------------------------
Andrew Harris, writing for Bloomberg News, reported that McGraw
Hill Financial Inc. and Standard & Poor's asked a panel of judges
to pack up 15 state lawsuits in which they're accused of inflating
securities ratings and ship them to New York where the companies
are based.

According to the report, lead defense lawyer Floyd Abrams told the
Judicial Panel on Multidistrict Litigation in Louisville,
Kentucky, that the cases stem from the same facts and almost all
were filed at the same time in their home states' courts.

The state complaints have "identical claims and almost identical
language," Abrams told the panel, the report related. Most
importantly, they are "based on identical facts" and should be
treated collectively, said Abrams, a partner in New York-based
Cahill Gordon & Reindel LLP.

McGraw Hill and S&P seek to consolidate the cases in New York,
where defense lawyers say they could be most easily coordinated
with a single judge reviewing all court filings and arguments, the
report related. The states oppose that plan, arguing their
attorneys general should be able to enforce their own state laws
in their own state courts.

Most of the states sued in February in conjunction with a U.S.
complaint filed in Los Angeles federal court that alleges S&P
downplayed risks associated with the mortgage-backed securities to
increase its revenue and market share, the report said.

McGraw Hill and S&P have called the state and federal allegations
meritless.

The multidistrict case is In Re: Ratings Agency Litigation, MDL
No. 2446, Judicial Panel on Multidistrict Litigation (Louisville,
Kentucky).


* Former Shareholders of Lyondell, Tribune Face Clawback Threat
---------------------------------------------------------------
Tom Hals, writing for Reuters, reported that for David Leshner,
the $12.5 billion buyout of Lyondell Chemical Co in the middle of
2007 was a chance for a tidy profit on a stock that had languished
for years.

"I thought 'Gee, that's fine. I'll take that'," Leshner, a retired
podiatrist who lives in Hudson, Ohio, told the news agency.

Leshner and others, including the managers of investment funds and
wealthy family trusts, never could have anticipated what happened
next, the report said.

A little over a year after the buyout, Lyondell filed for
bankruptcy and then, in 2010, its creditors hit Leshner and other
former shareholders with a lawsuit seeking to claw back some of
the money they received for their stock, the report related.

If successful, the Lyondell lawsuit and a nearly identical one
stemming from the failed buyout of Tribune Co could circumvent the
legal protections that have generally shielded individual
investors when a leveraged buyout goes bust, the report noted.

"These two are very high profile and exceptionally unusual,"
Stephen Selbst, a bankruptcy attorney with Herrick, Feinstein who
is not involved in the cases, told the news agency. "I can't
recall anything on this scale being attempted before."

The cases pit sophisticated creditor plaintiffs such as a
notoriously litigious hedge fund, Aurelius Capital Management,
against retirees such as Leshner, money managers, pension funds
and family foundations, the report said. Investors who had less
than $100,000 at stake have been dismissed from the cases.

The Tribune case is Tribune Company Fraudulent Conveyance
Litigation, U.S. District Court for the Southern District of New
York, No. 11-MD-2296.

For noteholder creditors: David Zensky of Akin Gump Strauss Hauer
& Feld.

For defendants, represented by an executive committee, the court
has designated liaison counsel: Gregg Mashberg of Proskauer Rose,
Daniel Cantor of O'Melveny & Myers and Andrew Entwistle of
Entwistle & Cappucci.

The Lyondell case is Edward S. Weisfelner as Trustee of the LB
Creditor Trust v. Fund 1, U.S. Bankruptcy Court, Southern District
of New York, No. 10-ap-04609.

For the trustee: Sigmund Wissner-Gross of Brown Rudnick; For the
defendants, Philip Anker of Wilmer Cutler Pickering Hale and Dorr.

                       About Lyondell Chemical

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

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

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

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

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


* Two California Cities' Finances Hinge on Ballot Questions
-----------------------------------------------------------
Jim Christie, writing for Reuters, reported that Fresno and
Hercules residents will vote June 4 on ballot measures that
indicate how far some of California's ailing municipalities must
go to fix their wobbly finances.

According to the report, in Fresno, a city of 500,000 in the
state's Central Valley, Mayor Ashley Swearengin is seeking support
for a measure to privatize residential garbage collection. The
plan would save money by eliminating about 120 city jobs and raise
at least $14 million in fees over several years from a private
garbage contractor.

On the same day, Hercules, a city of 24,000 in the San Francisco
Bay area, will vote for the second time in two years on a tax
increase, this time a rise in utility service charges, the report
related. If the measure fails, the city says, it may have to shut
down the police department and contract with the county sheriff
for law enforcement.

The $3.7 trillion municipal debt market was shocked last year when
three California municipalities -- Stockton, San Bernardino and
Mammoth Lakes -- filed for bankruptcy in quick succession, the
report noted.

Mammoth Lakes quickly withdrew its bankruptcy filing, and a
stronger economy is putting more money in government coffers
around the state, the report pointed out. But the much larger
Stockton and San Bernardino cases may yet impose substantial
losses on bondholders, and many other local governments remain
close to the fiscal brink.

As times improve, "the struggle isn't quite as bad, but it's still
a struggle," Marilyn Cohen, president of Envision Capital
Management in Los Angeles, told the news agency.

Fresno, the largest city in the state's agriculture-rich Central
Valley, was hit hard by the housing slump and recession, and its
economy remains weak, Moody's Investors Service said in January,
the report noted. Moody's cut the ratings on most of the city's
lease revenue bonds to Ba1, one notch below investment grade.

Moody's also downgraded Fresno's convention center and pension and
judgment obligation bonds to Ba2, another notch deeper into so-
called junk territory, and said its outlook on all of the ratings
was negative, the report recalled. The downgrades affect about
$318 million in debt. Fresno has no general obligation bonds.

California's recovery is beginning to lift the Central Valley, but
not nearly as much as it has helped coastal area cities such as
San Francisco and Los Angeles, Jeff Michael, director of the
Business Forecasting Center at the University of the Pacific in
Stockton, told the news agency.


* Money Market Fund Overhaul Is Early Test for Dodd-Frank
---------------------------------------------------------
David Zaring, writing for The New York Times' DealBook, reported
that eEfforts to overhaul money market funds has posed not just a
challenge to the Securities and Exchange Commission, which will
finally vote on an overhaul package on June 5, but also to its new
overseer, the supercommittee of agencies known as the Financial
Stability Oversight Council, or FSOC.


* Overdraft Revenue Down by $1 Billion, Moebs Study Shows
---------------------------------------------------------
Overdraft revenue fell, on an annual basis, for banks, thrifts and
credit unions during the first quarter 2013 almost one billion
dollars or 2.8 percent from the end of 2012, according to the
latest quarterly study on overdrafts by Moebs $ervices, an
economic research firm located in Lake Bluff, Illinois.  Total
deposit service charges fell on an annualized basis 2.9 percent
which is the first quarterly fall since the fourth quarter of 2011
and only the second time in two years.


             Overdraft Revenue
        ---------------------------
           Period         Amount     Annualized
                        In Billions    Percent
                        Annualized    Increase
        ------------   -----------   ----------
        1st Qtr 2013       $31.1        -2.8
        ------------   -----------   ----------
        4th Qtr 2012       $32.0        +0.6
        ------------   -----------   ----------
        3rd Qtr 2012       $31.8        +1.0
        ------------   -----------   ----------
        2nd Qtr 2012       $31.5        +1.6
        ------------   -----------   ----------
        1st Qtr 2012       $31.0        -1.9
        ------------   -----------   ----------
              Source: Moebs $ervice Surveys
        ----------------------------------------

"Overdraft revenue is starting to act like a barometer of the
sluggish economy," suggests Michael Moebs, economist, and CEO of
Moebs $ervices.  "With the net pay of Americans suffering a jolt
under the Affordable Health Care Act's provisions of increased
taxes starting January 1, the savvy checking account user is fine
tuning their finances and reducing expenses, especially deposit
service charges," claims Moebs.

"The tax issue coupled with the seasonal nature of overdrafts
helped dampen OD revenue," says Moebs.  "February and March are
historically the lowest months for OD transactions because the
consumer is trying to recover from the holiday season which can be
hard on the wallet and purse.  So, with the reduction of net pay
right after the holidays, February and March moved up a month
sooner making the first quarter of 2013 bad," states Michael
Moebs.

                       About Moebs $ervices

Since 1983, Moebs Services -- http://www.moebs.com-- has
independently been collecting statistically significant, primary
empirical data about financial institutions' services, pricing,
operating expenses and financial condition and analyzing the data
in a counter intuitive manner, which provides solutions that make
sense.


* D. McGuinness Joins KCC as Corporate Restructuring Director
-------------------------------------------------------------
KCC, a Computershare company and premier provider of
administrative-support services for the legal and financial
industries, announced today that Deirdre McGuinness has joined the
company as Managing Director of Corporate Restructuring Services.
Bringing more than 25 years of legal experience to KCC, Deirdre
will actively support the company's growth initiatives and
identify strategic partnerships.

"Deirdre's significant industry knowledge and background makes her
a great asset to our clients and our team," said Albert Kass,
Executive Vice President of Corporate Restructuring Services at
KCC.  "Her experience as a United States Trustee allows her to
bring first-hand knowledge to our clients of some of the most
complex restructuring cases."

Prior to joining KCC, Ms. McGuinness worked as the Managing
Director of Wells Fargo Capital Finance in New York, focusing on
distressed lending with particular expertise in providing
financing solutions for companies facing challenges.  From October
2003 through April 2006, Ms. McGuinness served as United States
Trustee and oversaw the administration of the largest and most
complex chapter 11 restructurings that were filed in the Southern
District of New York.  Among the cases commenced during her tenure
were Delphi Corporation, Delta Airlines, Dana Corporation,
Northwest Airlines, Refco Inc., Calpine Corporation, and St.
Vincent's Medical Center, all multi-billion dollar
reorganizations.

Preceding her appointment by the United States Attorney General,
Deirdre chaired the restructuring practice at Ivey, Barnum &
O'Mara, LLC in Greenwich, Connecticut.  From 1988 to 1999, she was
as an Assistant United States Attorney for the District of
Connecticut representing federal agencies in the bankruptcy court
and prosecuting bankruptcy crimes.  While at the United States
Attorney's Office, she served as a mediator for the Senior Counsel
for Alternative Dispute Resolution at the Department of Justice
and developed a curriculum and teaching materials on mediation
advocacy and advanced negotiations for civil assistants
nationwide.  After leaving the Department of Justice,
Ms. McGuinness joined CIT Group as a Managing Director and Senior
Restructuring Advisor for Corporate Finance where she acted as
strategic advisor to the industry business units on all areas and
opportunities in restructuring.

Ms. McGuinness received her Juris Doctor from Quinnipiac
University School of Law and her Bachelor of Arts from New York
University.  She is licensed to practice law in the state of New
York and Connecticut and is an Adjunct Professor of Law at St.
John's University, LLM Program.

                           About KCC

KCC -- http://www.kccllc.com-- is a Computershare company.  It
provides administrative-support services that help legal
professionals realize time and cost efficiencies.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***