TCR_Public/130606.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 6, 2013, Vol. 17, No. 155

                            Headlines

4LICENSING CORP: Shareholders Elect Three Directors
ADVANCED READY MIX: Conversion Hearing Moved to June 27
AEOLUS PHARMACEUTICALS: Amends 30.6MM Shares Resale Prospectus
AFFYMAX INC: Gets Delisting Notice From NASDAQ
AGY HOLDING: To Sell Shanghai Division to Chongqing for $1MM

AHERN RENTALS: Court Confirms 2nd Amended Plan of Reorganization
ALLY FINANCIAL: Treasury Designates B. MacDonald as Director
ALLY FINANCIAL: Consummates Sale of Remaining European Businesses
AMERICAN AIRLINES: Creditors Cleared to Vote on Merger Plan
AMERICAN AIRLINES: Chairman Expects a Profitable Second Quarter

AMERICAN AIRLINES: Notes Collateral Valued at $2.5BB at May 31
AMERICAN AIRLINES: To Continue Frequent Flier Program w/ Citibank
AMERICAN AIRLINES: NK Aviation Settlement Approved
AMERICAN AIRLINES: Has Aircraft Lease Settlement With U.S. Bank
AMERICAN AIRLINES: Stay Lifted for Tax Refund Claims

AMERICAN GREETINGS: Moody's Rates $600MM Senior Debt 'Ba2'
AMERICAN REALTY: Aug. 22 Hearing on Lenders' Bid for Dismissal
AMERICAN REALTY: Gerrit M. Pronske Okayed as Substitute Attorney
AMERIGO ENERGY: Reports Acquisition of Le Flav Spirits Assets
AMF BOWLING: Can Pay Commitment Fee for $260 Million Loan

ANCHOR BANCORP: Incurs $48.1 Million Net Loss in Fiscal 2013
APPVION INC: Has Tender Offers for Outstanding 2014 & 2015 Notes
ARCHDIOCESE OF MILWAUKEE: Seeks Nod of Deal to Extend Debt
ARCHDIOCESE OF MILWAUKEE: Suspension of Fee Payments Okayed
ARCHDIOCESE OF MILWAUKEE: Deloitte Is Abuse Victims Representative

ASCEND LEARNING: Moody's Cuts Corp. Family Rating to Caa1
ATP OIL: Faces Investor Class Action in Louisiana Court
ATP OIL: Macquarie Files $32-Million Suit vs. ATP Executives
AWA FABRICATION: Case Summary & 20 Largest Unsecured Creditors
BBX CAPITAL: Annual Shareholders Meeting Set on July 9

BENEDICT COLLEGE: Moody's Cuts Revenue Bond Rating to Caa1
BERGENFIELD SENIOR HOUSING: Can Use Creditors' Rent Until July 31
BERGENFIELD SENIOR HOUSING: Can Employ McElroy Deutsch as Counsel
BERMUDA GARDENS: Case Summary & 6 Unsecured Creditors
BERNARD L MADOFF: PwC, Citco Tell 2nd Circ. $80MM Deal Is Unfair

BIOLIFE SOLUTIONS: Michael Rice Held 8.9% Equity Stake at May 31
BIRDSALL SERVICES: Only Bid is $5.6 Million
BON-TON STORES: Units Issue $350MM Second Lien Sr. Secured Notes
BON-TON STORES: Releases Early Results of Tender Offers
BUILDERS FIRSTSOURCE: Stockholders Elect Three Directors

BUILDERS FIRSTSOURCE: Issues $350 Million Senior Secured Notes
CAPITOL BANCORP: Committee Seeks Standing to Pursue D&O Claims
CARL'S PATIO: Can Enforce Final Order on Postpetition Loan
CARL'S PATIO: Court Okayed New Name, Now Known as CP Liquidating
CASH STORE: Copies of Amended Financial Statements

CBS I: Hearing on Adequacy of Plan Outline Continued Until July 10
CELL THERAPEUTICS: Had $37.2 Million in Cash at April 30
CENTRAL EUROPEAN: Reorganization Plan Declared Effective on June 5
CHEROKEE SIMEON: AstraZeneca Unit's Ch. 11 Case Gets The Axe
CHESAPEAKE ENERGY: Moody's Alters Ratings Outlook to Stable

CHESAPEAKE OILFIELD: Moody's Changes Ratings Outlook to Stable
CHRIST HOSPITAL: Confirms Chapter 11 Plan Giving 5% Recovery
COACH AMERICA: Court Dismisses Chapter 11 Cases
COASTAL CONDOS: Can Employ Huffman & Company as Accountants
COASTAL CONDOS: Has Interim Approval to Employ General Counsels

CODA HOLDINGS: U.S. Trustee Opposes Insider Sale
COMARCO INC: Amends Fiscal 2013 Annual Report
COMPETITIVE TECHNOLOGIES: Incurs $3 Million Net Loss in 2012
CONEXANT SYSTEMS: Soros to Take Control via Chapter 11 Plan
CONVERTED ORGANICS: Acquires Finjan in Reverse Merger Transaction

COSTA BONITA: To Pay Asociacion Admin. Claim, Opposes Dismissal
CPI CORP: Lifetouch Aims to Buy Photo Equipment for $3.3 Million
CRESTWOOD HOLDINGS: S&P Raises Corp. Credit Rating to 'B'
CUMULUS MEDIA: Moody's Keeps B2 Corp Family Rating, Stable Outlook
DAYBREAK OIL: Incurs $2.2 Million Net Loss in Fiscal 2013

DENNY'S CORP: Stockholders Elect 11 Directors
DIALOGIC INC: Stockholders Elect Two Directors
DIOCESE OF SPOKANE: Judge Orders Dismissal of Case vs. Paine
DIOCESE OF WILMINGTON: Court Orders St. Dennis to Pay J. Curry
DIOCESE OF WILMINGTON: Files Post-Confirmation Report for 1st Qtr.

DORN'S LIQUOR: Case Summary & 7 Unsecured Creditors
DUNLAP OIL: Hearing on Further Use of Cash Collateral on June 12
DYNEGY MIDWEST: Fitch Affirms, Then Withdraws 'B-' IDR
EBAUMS WEBSTER: Voluntary Chapter 11 Case Summary
ECOSPHERE TECHNOLOGIES: Sells 12% of EES to Fidelity for $6-Mil.

EDENOR SA: Board Approves Director's Resignation
EIG MANAGEMENT: S&P Affirms 'BB' ICR Following Interest Purchase
ELBIT IMAGING: Supreme Court Dismisses Class Action Appeal
ELBIT VISION: Incurs $59,000 Net Loss in First Quarter
ELEPHANT TALK: Issues 250,000 Shares; Gets EUR1MM in Financing

ELEPHANT TALK: To Raise $10.5 Million From Securities Offering
ENDEAVOUR INTERNATIONAL: William Transier Elected as Director
ENDEAVOUR INTERNATIONAL: Amends Deed of Grant with Cidoval
ENERGYSOLUTIONS INC: Common Stock Delisted From NYSE
EVERGREEN ACQCO1: S&P Assigns 'B' CCR; Outlook Stable

EVERGREEN TANK: Moody's Affirms B3 Rating on Upsized Term Loan
FORTUNE INDUSTRIES: Majority Shareholder Inks Forbearance Pact
FREESEAS INC: Files Prospectus for Shares Held by Dutchess
FREESEAS INC: Hanover Stake Down to 0% as of May 28
GASCO ENERGY: Stockholders Elect Five Directors

GATEHOUSE MEDIA: Stockholders Approve E&Y as Accountants
GENERAL AUTO: Has Interim Okay to Access to P&F Cash Collateral
GENERAL MOTORS: Lawsuit Needs Court-Ordered Mediation
GENOIL INC: Incurs C$567,000 Net Loss in First Quarter
GLOBAL AXCESS: Forbearance with Fifth Third Extended to June 11

GMX RESOURCES: Sale Plans Elicit Protests From Unsecured Creditors
GMX RESOURCES: Committee Seeks to Hire Bankruptcy Professionals
HAMPTON ROADS: John Pearsall Joins as Unit Senior Vice President
HANDY HARDWARE: Seeks Sale to PE Firm Littlejohn
HEALTHWAREHOUSE.COM INC: K. Singer Nominates Three Directors

HENDGEN MCMINNVILLE: Case Summary & 18 Largest Unsecured Creditors
HERON LAKE: Inks Fifth Amended Forbearance Agreement with AgStar
HERTZ VEHICLE: Interest Rate Cap Deal No Impact on Moody's Ratings
HGIM CORP: S&P Assigns 'B' Rating to $1BB Sr. Sec. Credit Facility
HI-WAY EQUIPMENT: Hires John Koskiewicz as Interim CFO

HORIZON LINES: May Seek Stockholders OK of Rights Plan Proposal
IBIO INC: Gets NYSE MKT Listing Non-Compliance Notice
ICEWEB INC: Post-Effective Amendment 3 to Form S-1 Prospectus
IDERA PHARMACEUTICALS: Has Until Nov. 25 to Comply NASDAQ Rule
INTERFAITH MEDICAL: Can Employ Charles A. Barragato as Accountant

INTERLEUKIN GENETICS: Pyxis Lowers Stake to 30.8% as of May 17
INTERLEUKIN GENETICS: Delta Dental Held 8.9% Stake as of May 17
INSPIREMD INC: Copy of Presentation Intended for Benchmark Meet
IZEA INC: Borrows $250,000 From Director; CFO's Employment Ends
JACK COOPER: S&P Assigns 'B-' Corp. Credit Rating; Outlook Stable

JACKSONVILLE BANCORP: Fails to Comply with $1 Bid Price Rule Anew
JAMES RIVER: Issues $123.2 Million Convertible Senior Notes
JAMES RIVER: GLG Partners Held 6% Equity Stake at May 17
JEDD LLC: Plan Confirmation Hearing Continued Until July 11
JEFFERSON COUNTY: Leaders Vote to Approve Sewer-Debt Deal

KAHN FAMILY: June 20 Hearing on Employment of Levy Law Firm
KAHN FAMILY: Taps CBRE/The Furman as Real Estate Management Broker
KAHN FAMILY: Taps Marty P. Ouzts and Ouzts Ouzts as Accountants
KAHN FAMILY: Wants to Hire Bill Quattlebaum, CPA as Accountant
KAHN FAMILY: Creditors Meeting Continued Until June 10

KEMET CORP: Files Copy of Investor Presentation with SEC
KIT DIGITAL: Plan May End Up Paying Only 40% to Unsecureds
KIT DIGITAL: Updates Plan to Add Details on Warrants
KITCHENS BROTHERS: Voluntary Chapter 11 Case Summary
LAND SECURITIES: Wins Nod to Use State Farm Cash Collateral

LAND SECURITIES: Employs Real Estate Appraisers
LAND SECURITIES: Can Employ Ross Real Estate for Listing
LAND SECURITIES: SFS Approved as Debtor's Financial Expert
LDK SOLAR: To Release First Quarter Results on June 11
LDK SOLAR: Fulai Investments Held 21.6% Ordinary Shares at May 20

LEGENDS GAMING: Exclusive Solicitation Period Extended to July 1
LIBERTY MEDICAL: Grant Thornton OK'd as Accounting and Tax Advisor
LIBERTY MEDICAL: Rosner Law Now Delaware Counsel for J&J
LIFECARE HOLDINGS: Completed Hospital Sale to Secured Lenders
LIFELINE INC: Bankruptcy Judge Prefers Case Dismissal

LIGHTSQUARED INC: Harbinger to Put Up $80 Million to Cover Fees
LINDSAY GENERAL: George Geeslin and Evan Altman OK'd as Counsel
LINDSAY GENERAL: GetAutoInsurance.Com Files List of Creditors
LINDSAY GENERAL: U.S. Trustee Unable to Appoint Creditors Panel
LIQUIDMETAL TECHNOLOGIES: Appoints Former Xilinx Exec. to Board

LONESTAR INTERMEDIATE: S&P Affirms 'B-' Sr. Unsecured Debt Rating
LUCID INC: Borrows $5 Million From Affiliate
MAXYGEN INC: Says It Will Liquidate, Pay Off Shareholders
MCCOMMAS LFG: Firm Can't Ax Ex-Client's $10MM Legal Fee Claim
MCDERMID INCORPORATED: Moody's CFR Unaffected by $25MM Debt Upsize

MCMORAN EXPLORATION: S&P Raises Corp. Credit Rating From 'B-'
MERIDIAN SPORTS: Completes Chapter 11 Financial Reorganization
MERITAS SCHOOLS: Moody's Lowers Corp. Family Rating to 'B3'
MF GLOBAL: Reaches Deal with BofA on $4MM Bankruptcy Claim
MILESTONE SCIENTIFIC: Stockholders Elect Four Directors

MJM VENTURES: Case Summary & 6 Unsecured Creditors
MMRGLOBAL INC: Dr. Ivor Royston Joins Board of Directors
MONEY TREE: Trustee & Panel's Amended Liquidation Plan Confirmed
MORGAN'S FOODS: Incurs $138,000 Net Loss in Fiscal 2013
MPG OFFICE: Has Agreement to Sell Plaza Las Fuentes for $75MM

NATIONAL FINANCIAL: S&P Assigns 'B' CCR; Outlook Stable
NEPHROS INC: Chief Financial Officer Quits
NESBITT PORTLAND: Plan Outline Hearing Continued Until July 11
NETWORK CN: Incurs $1 Million Net Loss in First Quarter
NGPL PIPECO: Moody's Cuts CFR and Sr. Unsecured Rating to 'B2'

NIELSEN BUSINESS: Moody's Assigns FirstTime B3 Corp. Family Rating
NNN PARKWAY: Taps Highpoint Solutions as Restructuring Officer
NORTHLAND RESOURCES: To Resume Operations After Bond Offering OK'd
ONE FIREROCK: AmTrust Bank OK'd to Exercise Rights on Property
OPTIMUMBANK HOLDINGS: Effects One-for-Four Reverse Stock Split

ORCHARD SUPPLY: Amends Fiscal 2013 Annual Report
ORCKIT COMMUNICATIONS: Incurs $2.1-Mil. Net Loss in First Quarter
ORECK CORP: U.S. Trustee Forms Six-Member Creditors Committee
ORECK CORP: Taps Sawaya Segalas as Financial Advisor
ORECK CORP: Wants to Obtain Postpetition Loan From Secured Lenders

ORECK CORP: Asks for June 7 Extension for Schedules
ORMET CORP: Wayzata Wins Court Approval to Buy Aluminum Producer
PALISADES MEDICAL: Moody's Hikes Bond Rating to 'Ba1'
PHIL'S CAKE: Disclosure Statement Approved, FDIC Objects to Plan
PLAINS EXPLORATION: S&P Raises Corp. Credit Rating From 'BB-'

PLY GEM HOLDINGS: Agrees to Sell 15.7 Million Common Shares
PORTER BANCORP: To Issue 1 Million Shares Under Plans
PRE-PAID LEGAL: Moody's Says Capital Structure Change Credit Neg
PRE-PAID LEGAL: S&P Raises Rating on $340MM Facility to 'B+'
PRODUCTION RESOURCE: S&P Revises Outlook to Neg. & Affirms B- CCR

QUANTUM FUEL: To Sell 10 Megawatt Trout Creek Wind Farm
QUICKSILVER RESOURCES: Moody's Rates Sr. Unsecured Notes Caa2
RADNOR HOLDINGS: Skadden Denies Collusion, Seeks $4MM Fees
READER'S DIGEST: Nails Down New Headquarters Lease
REALOGY CORP: Redeems $492 Million Senior Notes Due 2017

REDE ENERGIA: Brazilian Power Cos. Bid $1.5B for Utility's Units
RESIDENTIAL CAPITAL: Seeks to Satisfy Ally Claims for $1.1-Bil.
RESIDENTIAL CAPITAL: Mercer US Hikes Rates by 3% to 6%
RESIDENTIAL CAPITAL: Perkins Coie Approved as Insurance Counsel
RESIDENTIAL CAPITAL: FTI to Work on All State Litigation

SANCHEZ ENERGY: S&P Assigns 'B-' CCR; Outlook Positive
SAPPHIRE POWER: S&P Assigns Prelim. 'B+' Rating to $380MM Facility
SCHOOL SPECIALTY: Executes Amendments to Credit Facilities
SCOOTER STORE: Proposes to Hold Auction on July 23
SCOOTER STORE: Gets Final Court OK to Access Cash Collateral

SCOOTER STORE: Committee Taps CBIZ as Financial Advisors
SIGNATURE GROUP: Enters Into Settlement Deal with New Signature
SIGNATURE STATION: Chapter 11 Reorganization Case Dismissed
SIMON WORLDWIDE: Files Preliminary Prospectus with SEC
SIMON WORLDWIDE: Ronald Burkle Held 82.5% Equity Stake at May 31

SMART ONLINE: Changes Trading Symbol to "MOST"
SONJA TREMONT: 'Real Housewives Of NYC' Star Gets Ch. 11 Trustee
SPIRIT REALTY: Macquarie Held 7.7% Equity Stake at Dec. 31
SPRINGLEAF FINANCE: Issues $300 Million Senior Notes Due 2020
SPRINT NEXTEL: Gets Clearance From CFIUS on SoftBank Merger

ST. TROPEZ CAPITAL: Settlement Talks Ongoing in Lodgepole Suit
STAG INDUSTRIAL: Fitch Puts 'BB' Rating on $139MM Preferred Stock
STALLION OILFIELD: S&P Assigns 'B' Rating to $350MM Sr. Facility
STANDRING HOLDINGS: Voluntary Chapter 11 Case Summary
STEWART COMPANIES: Case Summary & 20 Largest Unsecured Creditors

SWINFORD TRUCKING: Updated Case Summary & Creditors' Lists
T3 MOTION: Adam Benowitz Held 31.7% Equity Stake at May 13
TESORO CORP: Moody's Cuts Senior Unsecured Notes Rating to 'Ba2'
THOMPSON CREEK: Fails to Get Shareholders OK of Two Proposals
TITAN PHARMACEUTICALS: Amends Partnership Agreement with Braeburn

TRI STATE: Case Summary & 7 Largest Unsecured Creditors
TRIAD GUARANTY: Files for Bankruptcy After Unit Got Taken Over
UNIGENE LABORATORIES: Foreclosure Sale of Collateral
UNITED BANCSHARES: Amends 2012 Annual Report
UNITED BANCSHARES: Incurs $338,700 Net Loss in First Quarter

UNIVERSITY GENERAL: To Present at Sidoti & Company Conference
VAUGHAN COMPANY: Wollen's Bid to Convert Case to Chap. 7 Denied
VERMILLION INC: Board OKs $50,000 Bonus for CEO
VIDEOTRON LTEE: Upsized Notes No Effect on Moody's Ratings
VIGGLE INC: Has $25 Million New Line of Credit with Sillerman

VILLAGIO PARTNERS: Reorganization Plan Confirmed
VPR OPERATING: Creditors Committee Wants Ch. 11 Trustee Appointed
VUZIX CORP: Amends Registration Statement to Add Exhibits
WAFERGEN BIO-SYSTEMS: Authorized Common Stock Hiked to 1 Billion
WESTMORELAND COAL: Amends Mining Agreement for Tax Credits

WINDSORMEADE OF WILLIAMSBURG: Seeks Modification of Confirmed Plan
WPCS INTERNATIONAL: Effects a 1-for-7 Reverse Stock Split
XZERES CORP: Delays Form 10-K for Fiscal 2013
YRC WORLDWIDE: Carlyle Group Held 18.1% Stake at May 23
YRC WORLDWIDE: Marc Lasry Owned 14.9% Equity Stake at May 20

YRC WORLDWIDE: S. Freidheim Lowers Equity Stake to 17% at May 23

* Circuit Split Developing Over Bankruptcy Rule 3001(c)(3)

* BlackRock Warns of Regulating Market Indexes After Libor
* HSBC to Be Sued by N.Y. for Foreclosure Law Violations
* LCH Begins U.S. Interest-Rate Swap Clearinghouse Service
* Nonbank Financial Firms Set for Oversight

* Executives Expect M&As to Increase in 2H13, Deloitte Says

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


4LICENSING CORP: Shareholders Elect Three Directors
---------------------------------------------------
4Licensing Corporation held its 2013 annual meeting of
shareholders on May 23, 2013, at which the shareholders:

   (1) elected Duminda M. DeSilva, Jay Emmett, Wade I. Massad and
       Bruce R. Foster to the Board of Directors;

   (2) ratified the appointment of EisnerAmper LLP as the
       Company's independent registered public accounting firm to
       audit the Company's financial statements for the fiscal
       year ending Dec. 31, 2013;

   (3) approved the compensation paid to the Company's named
       executive officers; and

   (4) selected "every three" years as the frequency of future
       advisory votes on executive compensation.

In light of these results, the Company has decided to hold an
advisory vote on the Company's executive compensation programs
every three years until the next required vote by stockholders on
the frequency of stockholder votes on the compensation of
executives.

                   About 4Licensing Corporation

4Licensing Corporation is a licensing company specializing in the
youth oriented market.  Through its subsidiaries, 4LC licenses
merchandising rights to popular children's television series,
properties and product concepts, builds up brands through
licensing, develops ideas and concepts for licensing and plans to
forge new license relationships in the sports licensing industry
and develop private label goods that will be sold to retail or
directly to consumers.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.

As reported by the TCR on Dec. 17, 2012, U.S. Bankruptcy
Judge Shelley C. Chapman confirmed the Debtor's Chapter 11 plan.

4Licensing Corporation disclosed net income of $9.54 million on
$3.32 million of total net revenues for the year ended Dec. 31,
2012, as compared with a net loss of $17.08 million on $8.07
million of total net revenues in 2011.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  "[T]he Company emerged from Chapter 11
bankruptcy proceedings on December 21, 2012.  However, the Company
has suffered recurring losses from operations, and the continuing
costs in connection with its bankruptcy cases, and potential
settlement of the remaining material unresolved claims may have
adverse impact on the Company's liquidity.  The above conditions
raise substantial doubt about the Company's ability to continue as
a going concern.


ADVANCED READY MIX: Conversion Hearing Moved to June 27
-------------------------------------------------------
A hearing on Tilcon New York Inc.'s motion for an order converting
the chapter 11 case of Advanced Ready Mix Corp., to chapter 7 or,
in the alternative, directing the appointment of a chapter 11
trustee has been rescheduled from May 28, 2013 to June 27, 2013 at
10:30 a.m.

As reported in the Troubled Company Reporter on May 28, 2013,
Tilcon asserts that because the Debtor has no operations, no
employees and no on-going business activities, it has no
reasonable likelihood of rehabilitation and there is no
reorganizational purpose in the instant chapter 11 case.
Moreover, gross mismanagement by the Manziones has stymied, at
every step, efforts to realize on the Debtor's assets, Tilcon
argues.

Tilcon asserts that cause exists to convert the Debtor's chapter
11 case on these grounds:

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

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

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

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

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

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

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

                     About Advanced Ready Mix

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

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

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

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


AEOLUS PHARMACEUTICALS: Amends 30.6MM Shares Resale Prospectus
--------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., has amended its Form S-1
registration statement filed with the Commission on May 16, 2013,
to file a exhibit 5.1 legal opinion and to update the Exhibit
Index.  The other portions of the Form S-1 are not affected by the
changes and have not been amended.

Aeolus previously registered with the SEC 30,591,501 shares of its
common stock.  The shares will be sold by Michael S. Barish,
Biotechnology Value Fund, L.P., Brio Capital Master Fund, Ltd., et
al.

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

A copy of the Amended Prospectus is available at:

                       http://is.gd/yhZg5H

                  About Aeolus Pharmaceuticals

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

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

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

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


AFFYMAX INC: Gets Delisting Notice From NASDAQ
----------------------------------------------
Affymax, Inc., received a determination letter from the Nasdaq
Stock Market LLC indicating that Nasdaq believes that the Company
should be delisted pursuant to Rule 5101 of the Nasdaq Listing
Rules.  Specifically, Nasdaq notified the Company that it is
operating as a "public shell" and has determined that, following
the Company's announcement regarding the voluntary recall of
OMONTYS, the Company no longer has an operating business.

Nasdaq has determined that public shells could be detrimental to
the interests of the investing public.  Nasdaq Listing Rule 5100
provides Nasdaq with discretionary authority to apply more
stringent criteria for continued listing and the ability to
terminate the inclusion of particular securities based on any
event, condition or circumstance that exists or occurs that in the
opinion of Nasdaq makes inclusion of the securities on Nasdaq
inadvisable or unwarranted.

As of May 31, 2013, the Company does not plan to appeal the
determination by Nasdaq based on the position set forth in the
Determination Letter.  Absent such an appeal, trading in the
Company's common stock will be suspended at the opening of
business on June 6, 2013, and a Form 25-NSE will be filed with the
Securities and Exchange Commission, which will remove the
Company's securities from listing and registration on Nasdaq.  If
the Company's stock is delisted by Nasdaq, it would be the
Company's intention that its securities would be eligible for
quotation on the OTC Bulletin Board.

                 Terminates Lonza Supply Agreement

Affymax entered into a letter agreement with Lonza Sales Ltd.
dated May 28, 2013, to terminate a Supply Agreement by and between
the Company and Lonza, dated Sept. 29, 2008, to terminate each of
the party's respective obligations regarding the manufacture and
supply of the active ingredient in OMONTYS, and to resolve certain
disputes relating to orders, commitments and other obligations
arising from the Lonza Agreement related to the termination of
manufacturing as a result of the voluntary recall from the market
of OMONTYS.

The Company also entered into a letter agreement and related
amendment with Nektar Therapeutics dated May 29, 2013, to resolve
and settle certain disputed and undisputed amounts owed by the
Company to Nektar under both a License, Manufacturing & Supply
Agreement between the parties dated April 8, 2004, as amended, for
the supply of raw material necessary for the manufacturing of
OMONTYS, and a Master Services Agreement between the parties dated
as of Oct. 13, 2011.  The Nektar Amendment provides that during
the period of suspension of the manufacture and commercial
distribution of OMONTYS by the Company and its marketing partner,
Takeda Pharmaceutical Company Limited, which suspension was
jointly announced on Feb. 23, 2013, the Company's right to submit
purchase orders and obligation to submit quarterly rolling
forecasts to Nektar under the Nektar Agreement, will be suspended.
The Nektar Settlement Agreement further provides that if the
Company desires to terminate the Suspension Period and reinstate
its purchase right, the Company would be obligated to pay
$5,000,000 no later than one day after delivery of such notice to
Nektar.  If the Company does not terminate the Suspension Period
by May 1, 2014, the Nektar Amendment provides that the Nektar
Agreement will terminate.

The Company made payments totaling $5,975,000 to Lonza and Nektar
in consideration for entering into the Lonza Termination Agreement
and the Nektar Settlement Agreement.

                           About Affymax

Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based
in Palo Alto, California.  In March 2012, the U.S. Food and Drug
Administration approved the Company's first and only product,
OMONTYS(R) (peginesatide) Injection for the treatment of anemia
due to chronic kidney disease in adult patients on dialysis.
OMONTYS is a synthetic, peptide-based erythropoiesis stimulating
agent, or ESA, designed to stimulate production of red blood cells
and has been the only once-monthly ESA available to the adult
dialysis patient population in the U.S.  The Company co-
commercialized OMONTYS with its collaboration partner, Takeda
Pharmaceutical Company Limited, or Takeda during 2012 until
February 2013, when the Company and Takeda announced a nationwide
voluntary recall of OMONTYS as a result of safety concerns.

The Company's balance sheet at March 31, 2013, showed
$66.7 million in total assets, $81.5 million in total liabilities,
and a stockholders' deficit of $14.8 million.


AGY HOLDING: To Sell Shanghai Division to Chongqing for $1MM
------------------------------------------------------------
AGY Hong Kong Limited, a majority-owned subsidiary of AGY Holding
Corp., entered into an agreement to sell its 100 percent equity
interest percent in AGY Shanghai Technology Co., Ltd., to
Chongqing Polycomp International Corporation for aggregate
consideration in the amount of US$1 million.  Under the terms of
the agreement, AGY Shanghai is required to change its name within
30 days of closing of the Divestiture to no longer use the "AGY"
name (or the Chinese translation thereof).

"We are very pleased to announce the agreement with CPIC to
purchase our Shanghai business unit," said Richard Jenkins,
Interim CEO of AGY.  "This divestiture allows us to focus on
delivering value to our customers with products produced in the
US, including our fine yarns and S-2 products.  We believe that
this is an important step towards successfully implementing our
business strategy to be a world-class producer of advanced
materials."

Drew Walker, president of AGY, added, "Despite the sale of the
Shanghai division, AGY will continue to focus on the rapidly
growing specialty Electronics Yam markets.  AGY offers a valuable
and expanding product set to meet the growing demand for new high-
value glass that stems from the growth of next-generation mobile
communication devices."

The closing of the Divestiture is subject to a number of
conditions precedent, including receipt of the required government
approvals and of consent from the Bank of Shanghai.  The purchase
agreement is subject to termination if the required governmental
approvals for the Divestiture are not obtained within three months
or if the Bank of Shanghai does not give its written consent to
the Divestiture within 45 days.  Subject to satisfaction or waiver
of the conditions precedent to closing, the Divestiture is
expected to close during the third quarter of 2013.

The transaction will result in a reduction in non-recourse debt
totaling US$38.8 million at March 31, 2013.  The Company's AGY US
and AGY Asia operating segments are managed separately based on
differences in their manufacturing and technology capabilities,
products and services and their end-markets as well as their
distinct financing agreements.  During the first quarter of 2013,
AGY Asia production output accounted for less than 0.7 percent of
the sales recognized by the AGY US segment.

Also on May 28, 2013, the Company and AGY Shanghai entered into an
intellectual property license agreement, the term of which
commences upon the closing of the Divestiture.  Pursuant to the
license agreement, the Company grants AGY Shanghai an exclusive
(except as to the Company and its affiliates), royalty-bearing,
non-transferable and non-sublicensable license to make certain
glass fiber yarn products that are manufactured by AGY Shanghai at
its facilities using licensed know-how and to sell those products
to customers located within Asia (excluding North Korea) and
Australia for a period of three years from the closing of the
Divestiture.  Following this three-year period, the license will
become non-exclusive.  In consideration for the license granted
under the agreement, AGY Shanghai will pay the Company an
aggregate of US$2.2 million in royalties.  The license agreement
and the license granted thereunder are subject to customary
termination provisions and assignment restrictions.

Additional information is available for free at:

                        http://is.gd/faOYY4

                         About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

The Company's balance sheet at March 31, 2013, showed $210.32
million in total assets, $300.38 million in total liabilities and
a $90.05 million total shareholders' deficit.

                           *     *     *

As reported by the TCR on Nov. 23, 2011, Moody's Investors Service
lowered AGY Holding Corporation's (AGY) Corporate Family Rating
(CFR) to Caa2 from B3, reflecting the decline in the company's
liquidity and weak operating performance.

In the May 21, 2013, edition of the TCR, Standard & Poor's Ratings
Services said it lowered, among other ratings, its corporate
credit rating on AGY Holding Corp. to 'D' from 'CCC-'.

"The rating actions follow the company's announcement that it has
not made approximately $10 million in interest payments due
May 15, 2013 on its 11% second-lien notes maturing 2014," said
Standard & Poor's credit analyst Paul Kurias.


AHERN RENTALS: Court Confirms 2nd Amended Plan of Reorganization
----------------------------------------------------------------
Ahern Rentals, Inc. on June 5 disclosed that its Second Amended
Plan of Reorganization, as amended, was confirmed on June 5 by the
U.S. Bankruptcy Court for the District of Nevada.  The plan
confirmation paves the way for the Company's emergence from
Chapter 11 bankruptcy later this month.

Ahern sought Chapter 11 protection on December 22, 2011, after it
was unable to extend the maturity of its revolving credit
facility.  During the case, the Company continued its business
operations and substantially improved its financial condition
while at the same time addressing the maturity of its term loan
and second lien notes.  The second lien noteholders agreed to
support the plan and will receive the face amount of their loans
plus accrued prepetition interest.  Other creditors will receive
100% of their allowed claims under the plan. And Ahern's two
owners (Don F. Ahern and John Paul Ahern, Jr.) will retain 100% of
the capital stock in the reorganized entity.

"Our operating performance continues to improve considerably due
to, among other things, significant improvement in the global
economy and the resulting recovery in the equipment rental
market," said Don F. Ahern, President and CEO of Ahern Rentals.

"Ahern Rentals has made very significant progress during this
process," said Ahern.  "We thank our customers and our employees,
suppliers and business partners, whose loyalty has been
instrumental in keeping Ahern Rentals competitive during the past
60 years.  Their dedication has allowed the Company to continue
providing premium equipment rental services.  Today, Ahern Rentals
has built a strong foundation for continued growth, and we look
forward to our final emergence from bankruptcy."

                        About Ahern Rentals

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

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

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

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

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

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

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

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

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

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


ALLY FINANCIAL: Treasury Designates B. MacDonald as Director
------------------------------------------------------------
John D. Durrett submitted his resignation from the Board of
Directors of Ally Financial Inc. on May 27, 2013.  Mr. Durrett was
one of the United States Department of the Treasury designees to
the Board, and was re-elected to an additional one-year term at
the Company's annual meeting on April 25, 2013.  The Treasury
asked Mr. Durrett to resign because it has a limited number of
board seats and in order to designate Brian P. MacDonald to
replace Mr. Durrett.  Mr. MacDonald is expected to be appointed to
the Audit Committee of the Board.

Mr. MacDonald is President and Chief Executive Officer of ETP
Holdco Corporation.  Prior to Energy Transfer Partners acquisition
of Sunoco, Inc., in October 2012, Mr. MacDonald served as
Chairman, President and Chief Executive Officer of Sunoco, Inc., a
leading logistics and retail company based in Philadelphia,
Pennsylvania, and Chairman of Sunoco Logistics Partners, L.P., a
master limited partnership focused on the transport and storage of
crude oil and refined petroleum products.

The election of Mr. MacDonald was effected by written consent of
stockholders holding a majority of the outstanding common stock of
the Company, dated May 30, 2013.

                        About Ally Financial

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

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

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

                           *     *     *

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

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

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

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


ALLY FINANCIAL: Consummates Sale of Remaining European Businesses
-----------------------------------------------------------------
Ally Financial Inc. previously announced that it had reached an
agreement to sell, among other things, its operations in Europe
pursuant to a Purchase and Sale Agreement, dated Nov. 21, 2012,
between Ally and General Motors Financial Company, Inc., a wholly
owned subsidiary of General Motors Co., as subsequently amended
and restated on Feb. 22, 2013.

On June 3, 2013, Ally completed the sale of its remaining European
Operations, which included primarily its operations in France.
The disposition of the Sold Businesses under the Purchase and Sale
Agreement took the form of the sale of equity interests directly
and indirectly held by Ally in the entities comprising the Sold
Businesses.  Ally received approximately $150 million in total
consideration at closing, which is subject to certain post-closing
adjustments based on the actual net asset value of the Sold
Businesses and certain other items.

The Sold Businesses were classified by Ally as discontinued
operations as of Dec. 31, 2012, and its operating results were
removed from Ally's continuing operations and were presented
separately as discontinued operations, net of tax, in Ally's
Consolidated Financial Statements, included in Ally's annual
report on Form 10-K for the year ended Dec. 31, 2012, as well as
Ally's quarterly report on Form 10-Q for the three-months ended
March 31, 2013.  Earlier this year, Ally completed sales of its
European Operations in Germany, the United Kingdom, Austria,
Italy, Switzerland, Sweden, Belgium, and the Netherlands, and its
Latin American Operations in Mexico, Colombia, and Chile.

                       About Ally Financial

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

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

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

                           *     *     *

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

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

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

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


AMERICAN AIRLINES: Creditors Cleared to Vote on Merger Plan
-----------------------------------------------------------
AMR Corp. and its affiliated debtors are now a step closer to
emerging from Chapter 11 protection after a bankruptcy judge
approved the outline of their restructuring plan.

Nick Brown and Billy Cheung, writing for Reuters, reported that
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York approved the outline or the so-called
disclosure statement at a hearing on June 4.

Judge Lane's decision means that creditors will soon begin voting
on the proposed plan.  Creditors will use the outline to inform
their decision on whether to support the plan itself.

A voting deadline for creditors has not been set although the
Debtors proposed a June 29 deadline for voting on the Plan.
Creditors opposed to the plan can file objections with the court,
and the plan must ultimately go before Judge Lane for a final
approval.  Objection deadlines and hearing dates have not been
set, according to the report.

                   AMR CEO's Severance Package

Reuters said the bankruptcy judge approved the Plan outline even
with objections to the proposed $20 million severance package to
be paid to AMR CEO Tom Horton.

Tracy Hope Davis, the official charged with regulating bankruptcy
cases in the New York region, last month opposed the plan on the
basis that the severance package violates U.S. bankruptcy law,
which bars such payments except when they are generally applicable
to all employees.

Judge Lane said the U.S. Trustee failed to show the plan was
"patently unconfirmable," according to a June 4 report by Tulsa
World.

"I'm going to overrule the objections as to the disclosure
statement because I disagree with the U.S. trustee that these
issues make it patently unconfirmable," Tulsa World quoted him as
saying.

The bankruptcy judge said the plan could go forward and be
presented to creditors and that the severance package will be
addressed at a hearing on confirmation of the plan.

AMR spokesman Michael Trevino said the company was "pleased" that
the court approved its plan outline.

"Our plan of reorganization will maximize recoveries for all of
our economic stakeholders and provide the foundation for a
stronger future for our people and our customers," Mr. Trevino
said in a statement.

                       Revised Plan Outline

Prior to the June 4 hearing on the Disclosure Statement, AMR
revised its plan outline where the company reiterates its intent
to pay Mr. Horton's $20 million severance package.

The company also made clear it will keep fighting to end its
obligation to provide retiree health benefits even after its
bankruptcy exit.

AMR also explained in the revised outline why it hasn't used
authority from the bankruptcy court to refinance $1.245 billion in
bonds secured by aircraft, according to a report by Bill Rochelle,
the bankruptcy columnist for Bloomberg News.

In January, the bankruptcy court ruled that AMR could pay off the
bonds without giving the holders a so-called make-whole premium
for early repayment of the debt.

AMR explained 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 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,
according to the report.

Full-text copies of the revised disclosure statement and plan are
available for free at:

   http://bankrupt.com/misc/AMR_AmendedPlan.pdf
   http://bankrupt.com/misc/AMR_AmendedDS.pdf

A blacklined version of the amended Disclosure Statement is
available
for free at:

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

AMR's official committee of unsecured creditors and other
creditors groups including the so-called ad hoc committee of AMR
Corp. creditors have already given their support to the plan in
bankruptcy filings.

Many of these creditors oppose the U.S. Trustee's objection to the
proposed reimbursement of fees and expenses to members of the
unsecured creditors' committee.  They also support AMR's request
that the U.S. Trustee's objection to the severance package be
deferred to the confirmation hearing.

AMR filed on April 15 its restructuring plan, which sets out how
much creditors will recover on their claims.

Under the plan, AMR unsecured creditors with $2.6 billion in
claims and creditors with $6.8 billion in claims backed by
aircraft will receive a full recovery.  The company's shareholders
will get a 3.5% stake in the combined company with the potential
for additional shares.

The plan is based on the company's $11 billion merger with US
Airways Group Inc.  Under the merger, equity in the combined
company will be split, with 72% to AMR's stakeholders and
creditors and 28% to US Airways shareholders.

Mr. Parker will run the combined company as CEO while Mr. Horton
will serve as chairman through the first annual meeting of
shareholders.

The merger is proceeding on two other tracks besides the
proceedings in bankruptcy court.  The deal is under review by
government regulators in U.S. and Europe to see if it would hurt
competition.  The merger also needs approval from US Airways
shareholders at the airline's annual meeting on July 12, according
to a June 4 report by Dallas Morning News.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Chairman Expects a Profitable Second Quarter
---------------------------------------------------------------
Tom Horton, chairman and chief executive officer of AMR
Corporation, sent the following message to all American Airlines
employees:

Dear American Team:

We are now in the home stretch of our restructuring, and thanks to
the hard work of our entire team, these results are remarkable.
Today we filed our Monthly Operating Report for April which
highlights our financial progress.  I'm pleased to report that,
excluding reorganization and special items, we posted a very
strong improvement to our bottom line.  And if current trends
continue, we are well on our way to a strongly profitable second
quarter.

In addition to improving our financial performance, we are picking
up the pace on the renewal of almost every facet of our company.
This means investing in a new and modern fleet.  In addition to
the steady stream of new 777-300s, we'll soon introduce the first
Airbus A319s and A321s into our fleet.  In total we'll add 59 new
aircraft this year.  It also means new service to new markets
across the globe like Seoul and Dsseldorf.  And of course, it
means refreshing the customer experience with enhancements like
the new Flagship check-in at JFK, and new technology to help you
serve our customers.

And at the start of another busy summer travel season, our
operation is running well.  From January through April, you have
achieved an on-time arrival rate of over 78 percent.  And our
completion factor for the same period was 98.3 percent, which is
the best performance in seven years.

All of this is building great momentum heading into our merger
with US Airways to create the world's leading airline.  The
transformation of American is a direct result of your hard work
and unwavering focus on our customers every day.  You are putting
American back on top.

Thanks for all you do.


Tom

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Notes Collateral Valued at $2.5BB at May 31
--------------------------------------------------------------
Pursuant to an Indenture dated as of March 15, 2011, among
American Airlines, Inc., AMR Corporation, U.S. Bank National
Association, as trustee and Wilmington Trust Company, as
collateral trustee, relating to American's 7.50 percent Senior
Secured Notes due 2016, American is required to deliver to the
trustee and the collateral trustee periodic appraisals
establishing the appraised value of the collateral for the Notes,
and American is required to furnish a summary of each that
appraisal to the trustee, which summary is required to be made
publicly available.

The following is a summary report of the Appraisal:

"The Appraisal, dated May 31, 2013, using a discount rate of
11.5% and a perpetuity growth rate of 1.5% lists the Appraised
Value of the Collateral as $2,581,739,000.

The Appraisal is subject to a number of significant assumptions,
limitations and risks, and was prepared based on certain specified
methodologies described therein, including a discounted net
present value methodology to projected annual cash flows of
certain of the Company's scheduled services.

The Appraisal may not accurately reflect the fair market or
realizable value of the Collateral.  An appraisal that is subject
to different assumptions, limitations and risks, and is based on
other methodologies, may result in valuations that are materially
different from those contained in the Appraisal.

                      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: To Continue Frequent Flier Program w/ Citibank
-----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that AMR Corp. agreed
to retain a frequent flier credit card program with Citibank NA
and pay related fees, prompting the bank to withdraw its objection
to the airline's disclosure statement.

According to the report, Citibank said in a court filing last week
that in September 2009 it advanced $1 billion to the American
Airlines Inc. parent to prepurchase AAdvantage miles, secured by
collateral worth $2.58 billion. It said if AMR rejected those
prior agreements, Citibank would have a multibillion-dollar
secured claim, the BLaw360 report said.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: NK Aviation Settlement Approved
--------------------------------------------------
AMR Corp. won approval from the U.S. Bankruptcy Court in Manhattan
to settle the claims of NK Aviation Ltd.

Under the deal, NK Aviation can assert a general unsecured claim
as well as an administrative claim against AMR and its regional
carrier American Airlines Inc.

The claims stemmed from a pre-bankruptcy transaction involving the
sublease of 39 aircraft, which NK Aviation entered into with the
airlines.  A list of the aircraft can be accessed for free at
http://is.gd/sDEvjl

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Has Aircraft Lease Settlement With U.S. Bank
---------------------------------------------------------------
AMR Corp. received the green light from the U.S. Bankruptcy Court
in Manhattan to settle claims related to an aircraft leased by the
company.

The settlement was entered into by AMR's regional carrier American
Airlines Inc., U.S. Bank N.A., and certificate holders of loan
under certain financing transactions.

The deal would resolve the claims of the certificate holders and
U.S. Bank, which serves as trustee under an indenture related to
the aircraft identified by U.S. Federal Aviation Administration
No. N632AA.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Stay Lifted for Tax Refund Claims
----------------------------------------------------
AMR Corp. signed an agreement to lift the automatic stay that was
applied to a lawsuit filed in the U.S. Tax Court by its regional
carrier against the Commissioner of Internal Revenue.

The agreement, which has already been approved by U.S. Bankruptcy
Judge Sean Lane, would allow American Airlines Inc. to prosecute
its claims for refund against the commissioner.

American Airlines was forced in 2011 to pay the assessment for
withholding taxes it allegedly owed with respect to the
remuneration it paid to foreign flight attendants.

A full-text copy of the agreement is available without charge
at http://is.gd/BWwDuF

                      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 GREETINGS: Moody's Rates $600MM Senior Debt 'Ba2'
----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to American
Greetings Corp's senior secured credit facility. The credit
facility consists of a $400 million term loan and a $200 million
revolving credit facility. Moody's also affirmed American
Greetings' B1 Corporate Family Rating and the B3 rating of the
senior unsecured notes. The credit facility will be issued in
connection with the management buyout by a group led by Chairman
Morry Weiss, Chief Executive Officer Zev Weiss and Chief Operating
Officer Jeffrey Weiss, in a deal valued at around $1 billion. The
outlook is stable.

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

The following ratings were assigned:

  $400 Million Senior Secured Term loan maturing in 2019 at Ba2
  (LGD 2, 28%);

  $200 Million Senior Secured revolving credit facility expiring
  in 2018 at Ba2 (LGD 2, 28%);

The following ratings were affirmed:

  Corporate Family Rating at B1;

  Probability of Default Rating at B1-PD;

  $225 Million Sr Unsecured Notes Rating at B3 (LGD 5, 81%);

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

  Sr. Unsecured Shelf Rating at (P) B3;

  Speculative grade liquidity rating at SGL 2

Ratings Rationale

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

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

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

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

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

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


AMERICAN REALTY: Aug. 22 Hearing on Lenders' Bid for Dismissal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on Aug. 22, 2013, at 9 a.m., to consider a
motion by lenders to dismiss the Chapter 11 case of American
Realty Trust, Inc., for "bad faith" filing or for improper venue.

Atlantic XIII LLC, Atlantic Midwest LLC, David M. Clapper,
Atlantic Limited Partnership XII and Regional Properties LP last
year filed a motion to dismiss the Debtor's case.

The lender group said American Realty Trust's case was filed as a
litigation tactic in a long-running dispute with the Debtor's many
equity holders and subsidiaries pending in the federal courts for
the Northern District of Texas, which has been ongoing for more
than 14 years.  The lawsuits involve numerous bankruptcies and
collateral lawsuits between the parties.

The lender group also said American Realty Trust had no assets and
no business that requires bankruptcy protection, therefore, there
is no prospect for reorganization.

                       Venue Change Denied

In April, the bankruptcy court denied a motion by lenders to
transfer the Chapter 11 case to the Fort Worth Division and Judge
Russell Nelms.

The Atlantic Parties said that Judge Nelms, who presided over the
ART Midwest, Inc. bankruptcy, has experience with the parties and
the issues raised by the pending motion to dismiss.

The Atlantic Parties stated, "This bankruptcy case is the latest
battleground in a 13+ year litigation between the Atlantic
Parties, Debtor and Debtor's affiliates.  The Atlantic Parties
have a judgment that exceeds $72,000,000 against the Debtor, and
the Debtor is trying not only to evade paying that judgment, but
also to use the automatic stay to block claims pending in the
District Court for the Northern District of Texas against the
Debtor's affiliates.  The Debtor has attempted to forum shop this
case, first filing in Nevada, and then, after that case was
dismissed for improper venue, filing again in Georgia.  The case
has now been transferred to this Court."

The Court, in its order, however, ruled that the requirements for
transfer of the case within the division have not been met.

                    About American Realty Trust

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

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

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

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


AMERICAN REALTY: Gerrit M. Pronske Okayed as Substitute Attorney
----------------------------------------------------------------
The Bankruptcy Court authorized American Realty Trust, Inc., to
employ Gerrit M. Pronske and Pronske & Patel, P.C. as counsel.
The Court approved the withdrawal of McKenna Long & Aldridge LLP
and substitution of counsel.

The Debtor filed papers with the Court for the withdrawal of
McKenna Long as the Debtor's counsel and an application to employ
Pronske & Patel as substitute counsel.  The Debtor engaged Pronske
& Patel after the case was transferred to the Northern District of
Texas.  As a result, McKenna Long & Aldridge seeks to withdraw as
counsel for the Debtor.

Mr. Pronske, a shareholder with Pronske, attests that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

On March 7, 2013, Pronske received $50,000 from the Debtor's
principal shareholder, One Realco Corp.  Pronske will charge for
time at its normal billing rates for attorneys and legal
assistants and will request reimbursement for its out-of-pocket
expenses.

                    About American Realty Trust

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

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

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

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


AMERIGO ENERGY: Reports Acquisition of Le Flav Spirits Assets
-------------------------------------------------------------
Amerigo Energy, Inc., on Feb. 26, 2013, completed the acquisition
of the assets of Le Flav Spirits, LLC.

Le FLAV Spirits, LLC is the entity which controls the assets,
trademarks, contracts, formulas, licenses, existing inventory and
rights to the "Le FLAV" spirits brands.  This is to include Le
FLAV Brooklyn Iced Tea, Chateau Le FLAV, Le FLAV Cocktails, Le
FLAV Cognacs, Le FLAV Super Premium Vodka & Flavored Vodkas and
all flavors currently in production and contemplated.

Jason Griffith, the Company's CEO, has a 10 percent minority
interest in Le Flav Spirits, LLC.

The consideration given for the assets is:

A. 360,000 shares of company common stock to be issued to the
   owners of Le FLAV Spirits, LLC, based on the closing price on
   Feb. 26, 2013, the value of the shares given is $32,400.

B. Warrants to Le FLAV Spirits, LLC, to purchase 2,000,000
   shares of stock at $1.00 per share, with 5 year exercise
   period, vested equally at 500,000 shares vested upon every
   5,000 cases sold of vodka.  Based on Black Scholes
   calculations, the warrants are valued at $180,000.

C. $1 per bottle for the first 2,000,000 bottles sold.  This will
   be treated as a convertible promissory note, convertible at
   $1.00 per share.  Promissory note bears interest at 8 percent
   per year.  The note is transferable.

Principal payments equal to $1 per bottle sold, payable quarterly
from receivables received from the distributors.  Promotional
bottles are not included in the per bottle calculation. Prepayment
of first principal payment of $25,000 due 10 days from execution
of the Acquisition agreement.  The Company has the ability to make
principal and interest payments above what is earned from the 'per
bottle' during the term.  Unless otherwise satisfied, the balance
of the promissory note is due by March 1, 2016.

Based on existing and pending distribution contracts, as well as
the majority of the consideration being performance based,
management felt the valuation of consideration was deemed
reasonable.

Le FLAV Spirits, LLC, will retain a UCC filing on the assets of
the Company until that time as the convertible promissory note is
satisfied.

Any payments not made by the 15th of the month following the end
of a calendar quarter will be considered late and a $500 late fee
will be imposed.  If the Company misses two consecutive quarters
of payments then the Company will be considered in default and Le
Flav Spirits, LLC, will have the right to make final demand.  If
the Company does not cure the default of the late payments within
five days, then the Seller has the right to call in the balance of
the note.

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

                        http://is.gd/qLjElR

Henderson, Nevada-based Amerigo Energy, Inc., is aggressively
looking for potential oil leases to acquire as well as businesses
which will fit with the Company's strategy.  Its wholly-owned
subsidiary, Amerigo, Inc., incorporated in Nevada on Jan. 11,
2008, holds minimal assets, including oil lease interests.

The Company's balance sheet at March 31, 2013, showed $2.3 million
in total assets, $2.5 million in total liabilities, and a
stockholders' deficit of $244,148.

"As a result of Amerigo Energy's deficiency in working capital
at Dec. 31, 2012, and other factors, Amerigo Energy's auditors
have stated in their report that there is substantial doubt about
Amerigo Energy's ability to continue as a going concern.  In
addition, Amerigo Energy's cash position is inadequate to pay
the costs associated  with its operations.  No assurance can be
given that any debt or equity financing, if and when required,
will be available."


AMF BOWLING: Can Pay Commitment Fee for $260 Million Loan
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMF Bowling Worldwide Inc. is proceeding apace toward
a June 25 confirmation hearing where second-lien creditors owed
$80 million intend to emerge as owners of the bowling alley
operator when the bankruptcy court in Richmond, Virginia, approves
a Chapter 11 reorganization plan.

According to the report, on June 4, the bankruptcy judge signed an
order allowing AMF to pay commitment fees for a $260 million loan
from an affiliate of Credit Suisse Group AG, which holds 17.5
percent of the first-lien debt and 11.6 percent of the second
lien.  To conclude the Chapter 11 filing, the plan originally
called for holders of $218 million in first-lien debt to become
owners in exchange for debt.  For a better outcome on their part,
junior lenders put together their own plan based on a business
combination with Strike Holdings LLC, the owner of six high-end
bowling centers operating under the name Bowlmor.

The report notes that the new plan was prepared by Bowlmor
together with affiliates of Cerberus Capital Management LP and
JPMorgan Chase & Co., who together hold 70 percent of the second-
lien debt and 11.5 percent of the first-lien notes.  Thanks to the
Credit Suisse loan, the new plan is designed to pay off the first-
lien debt in full with interest at the non default rate.  In
exchange for debt, the second-lien creditors will receive 20
percent of the stock of the combined companies, to be called
Bowlmor AMF.  For another 57.5 percent of the combined companies'
equity, second-lien noteholders can participate in an offering to
provide a $50 million second-lien loan.  The offering is
backstopped by Cerberus, JPMorgan and Credit Suisse, which will
purchase any part of the loan not subscribed by other second-lien
holders.

The report relates that in return for contributing Bowlmor to the
new company, owners of Strike Holdings come out as 22.5 percent
owners of the equity.  Unsecured creditors with claims totaling
from $29 million to $34 million are being offered $2.35 million in
cash for a recovery of 7 percent to 8 percent.  Second-lien
holders' deficiency claim won't participate in the pool for
unsecured creditors.  The official unsecured creditors' committee
supports the new plan, an improvement over the original plan
offering them $300,000, for a predicted 1 percent recovery.

The report shares that the new plan is supported by holders of
about 80 percent of the second-lien debt and 30 percent of the
first lien.

                    About AMF Bowling Worldwide

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

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

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

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

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

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

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


ANCHOR BANCORP: Incurs $48.1 Million Net Loss in Fiscal 2013
------------------------------------------------------------
Anchor Bancorp Wisconsin Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss available to common equity of $48.14 million on $99.88
million of total interest income for the year ended March 31,
2013, as compared with a net loss available to common equity of
$50.42 million on $127.25 million of total interest income for the
year ended March 31, 2012.  The Company incurred a net loss
available to common equity of $54.52 million for the year ended
March 31, 2011.

The Company's balance sheet at March 31, 2013, showed $2.36
billion in total assets, $2.42 billion in total liabilities, and a
$59.86 million total stockholders' deficit.

McGladrey LLP, in Madison, Wisconsin, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2013.  The independent auditors noted that
at March 31, 2013, all of the subsidiary bank's regulatory capital
amounts and ratios are below the capital levels required by the
cease and desist order.  The subsidiary bank has also suffered
recurring losses from operations.  Failure to meet the capital
requirements exposes the Corporation to regulatory sanctions that
may include restrictions on operations and growth, mandatory asset
dispositions, and seizure of the subsidiary bank.  In addition,
the Corporation's outstanding balance under the Amended and
Restated Credit Agreement is currently in default.  These matters
raise substantial doubt about the ability of the Corporation to
continue as a going concern.

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

                        http://is.gd/3WD4p0

                       About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.


APPVION INC: Has Tender Offers for Outstanding 2014 & 2015 Notes
----------------------------------------------------------------
Appvion, Inc., formerly Appleton Papers Inc., commenced a cash
tender offer to purchase any and all of its outstanding (i) 9.75
percent Senior Subordinated Notes due 2014, (ii) 10.50 percent
Senior Secured Notes due 2015 and (iii) 11.25 percent Second Lien
Notes due 2015.  The purpose of the Tender Offer is to improve
Appvion's financial position by refinancing its indebtedness
outstanding under the Securities.

In conjunction with the Tender Offer, Appvion is soliciting
consents of holders of the First Lien Notes and the Second Lien
Notes to effect certain proposed amendments to (i) the First Lien
Notes, and the indenture governing the First Lien Notes dated as
of Feb. 8, 2010, and (ii) the Second Lien Notes, and the indenture
governing the Second Lien Notes dated as of Sept. 30, 2009, as
supplemented by the First Supplemental Indenture, dated as of
Jan. 29, 2010, that, among other things, would eliminate
substantially all of the restrictive covenants and certain events
of default contained therein, relieve the Company of certain of
its obligations relating to merger, consolidation, or sale of
assets, release all of the collateral securing the First Lien
Notes and the Second Lien Notes and modify certain other related
provisions contained in the Indentures.  The Consent Solicitation
will not amend the Senior Subordinated Notes or the indenture
governing the Senior Subordinated Notes dated as of June 11, 2004.

The Tender Offer and Consent Solicitation are being made pursuant
to an Offer to Purchase and Consent Solicitation Statement dated
May 31, 2013, and the accompanying Letter of Transmittal and
Consent.

The Tender Offer will expire at 12:00 midnight, New York City
time, on June 27, 2013, unless extended or earlier terminated by
Appvion.  Holders of First Lien Notes and Second Lien Notes that
tender their Securities will be obligated to consent to the
Proposed Amendments.  Holders may not validly withdraw Securities
tendered or validly revoke consents delivered on or prior to the
Expiration Time, except as required by law.

Holders that validly tender (and do not validly withdraw) their
Securities, and in the case of Holders of the First Lien Notes and
the Second Lien Notes, that validly deliver (and do not validly
revoke) their consents, at or prior to 5:00 p.m., New York City
Time, on June 13, 2013, unless extended or earlier terminated by
Appvion, and whose Securities are accepted for purchase, will be
eligible to receive the Total Consideration.  The Total
Consideration consists of the base purchase price per $1,000
principal amount of Securities accepted for purchase pursuant to
the Offer Documents of (i) $951.54 for the Senior Subordinated
Notes, (ii) $1,009.68 for the First Lien Notes and (iii) $1,180.00
for the Second Lien Notes and an additional consent payment of
$50.00 per $1,000 principal amount of Securities.  Holders that
validly tender (and do not validly withdraw) their Securities, and
in the case of the Holders of the First Lien Notes and the Second
Lien Notes, validly deliver (and do not validly revoke) their
consents to the Proposed Amendments, after the Early Tender Time
and on or prior to the Expiration Time will be eligible to receive
the Tender Offer Consideration, but not the Additional Payment.
In addition to the Tender Offer Consideration, all Holders whose
Securities are accepted for purchase will receive accrued and
unpaid interest from the last interest payment date to, but not
including, the applicable settlement date.

The Tender Offer and Consent Solicitation is conditioned upon,
among other things, (a) the receipt of consents from the holders
of at least two-thirds of the aggregate principal amount of the
outstanding First Lien Notes and Second Lien Notes (excluding any
Securities owned by Appvion or any of its affiliates), (b) receipt
of funds from certain refinancing transactions, on terms and
conditions acceptable to Appvion, in an amount sufficient to
enable Appvion to purchase the tendered Securities, pay the
Accrued Interest on the Securities and pay related costs and
expenses and (c) certain other conditions, which are described in
more detail in the Offer Documents.

Jefferies LLC is acting as the dealer manager for the Tender Offer
and solicitation agent for the Consent Solicitation and i-Deal LLC
is acting as the information agent for the Tender Offer and
Consent Solicitation.  Requests for documents may be directed to
i-Deal at (888) 593-9546 (toll-free) or (212) 849-3880.  Questions
regarding the Tender Offer and Consent Solicitation may be
directed to Jefferies at (888) 708-5831 (toll-free) or (203) 708-
5831 (collect).

                        About Appvion, Inc.

Appleton, Wisconsin-based Appvion creates product solutions
through its development and use of coating formulations, coating
applications and Encapsys(R) microencapsulation technology.  The
Company produces thermal, carbonless and security papers and
Encapsys products.  Appvion has manufacturing operations in
Wisconsin, Ohio and Pennsylvania, employs approximately 1,700
people and is 100 percent employee-owned.  For more information,
visit http://www.appvion.com/

The Company's balance sheet at March 31, 2013, showed $557 million
in total assets, $906.9 million in total
liabilities, and a $349.87 million total deficit.  For the nine
months ended
Sept. 30, 2012, the Company reported a net loss of $115.64 million
on $644.27 million of net sales, in comparison with net income of
$9.54 million on $651.70 million of net sales for the nine months
ended Oct. 2, 2011.

                           *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


ARCHDIOCESE OF MILWAUKEE: Seeks Nod of Deal to Extend Debt
----------------------------------------------------------
The Archdiocese of Milwaukee asked Judge Susan Kelley of the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to approve
its agreement with Park Bank to extend the maturity of its debt.

Under the deal, both sides agreed to extend the maturity date to
June 30, 2014, or the effective date of the archdiocese's
Chapter 11 plan of reorganization while maintaining the current
non-default loan interest rate and continuing payment of accrued
interest only.

The agreement, if approved, would help the archdiocese avoid
litigation and immediate payment of $4.65 million, which it owes
to Park Bank, according to court filings.

Prior to its bankruptcy, the Archdiocese of Milwaukee established
a $6 million term credit facility with Park Bank.  The archdiocese
issued its $6 million promissory note to evidence the debt, and
granted a mortgage on a Milwaukee real property to secure the
debt.

De Sales Preparatory Seminary Inc. guaranteed the archdiocese's
obligations to Park Bank and, to secure its guaranty, granted a
mortgage and assignment of leases on real property located in St.
Francis, Wisconsin.

During the pendency of its bankruptcy case, the archdiocese has
only paid accrued interest on its debt to Park Bank.

When the archdiocese's note matured on Dec. 31, 2012, Park Bank
had the contractual right to demand immediate payment of the
entire note balance.  Park Bank deferred exercise of this right
and allowed the archdiocese to continue to pay interest only on
the unpaid balance of the note at maturity.

To maintain the status of the loan as a performing loan, it is
important to Park Bank to extend the maturity of its loan to the
archdiocese and document the extension, according to the
archdiocese's lawyers, Daryl Diesing, Esq., Bruce G. Arnold, Esq.,
and Francis H. LoCoco, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARCHDIOCESE OF MILWAUKEE: Suspension of Fee Payments Okayed
-----------------------------------------------------------
Judge Susan Kelley issued a revised order approving the process
governing the payment of fees and expenses to firms hired in
connection with the bankruptcy of the Archdiocese of Milwaukee.

The revised order allows the archdiocese to suspend interim
payments of fees and reimbursement of expenses to bankruptcy
professionals, except Marci Hamilton and Paul Richler who will be
paid $9,264 and $9,732, respectively.

The suspension also applies to payments to a future claims
representative if one is appointed, according to the court order.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARCHDIOCESE OF MILWAUKEE: Deloitte Is Abuse Victims Representative
------------------------------------------------------------------
The Archdiocese of Milwaukee filed an application to appoint
Deloitte Financial Advisory Services as legal representative for
sex abuse victims who may file claims against the archdiocese in
the future.

The services to be provided by the firm include estimating the
size of claims that may be filed, and advocating for the proper
treatment of those claims under a Chapter 11 plan.

Stephen Gray, a director at Deloitte FAS, will be the primary
responsible for providing the services.  Mr. Gray and his
assistants will be paid $375 to 695 per hour.

Deloitte FAS estimates that its fees and costs will be less than
$125,000, according to court filings.

"Having a future claimants' representative to represent the
interests of the future claimants class will allow the
[archdiocese] to prepare a more feasible plan," said Daryl
Diesing, Esq., Bruce G. Arnold, Esq., and Lindsey M. Johnson,
Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ASCEND LEARNING: Moody's Cuts Corp. Family Rating to Caa1
---------------------------------------------------------
Moody's Investors Service lowered Ascend Learning, LLC's corporate
family rating to Caa1 from B3 and probability of default rating to
Caa1-PD from B3-PD. Moody's also lowered the ratings on the first
lien bank debt to B3 from B2 and the rating on the second lien
term loan to Caa3 from Caa2. The ratings outlook remains negative.

The ratings downgrade is based on the slowdown in new orders for
ATI Nursing, continued softness in the Jones & Bartlett publishing
business, a weakening liquidity profile and Moody's view that
prospects for a sharp operating turnaround remain limited and the
company's debt levels may be unsustainable over the long term.
Although recent cost reduction efforts have modestly improved
profitability levels, Moody's believes that lower new order
volumes, which are an indication of the company's future revenue
trajectory, combined with higher debt levels from past
acquisitions and dividends will likely result in persistently weak
credit metrics. Furthermore, the company's recently amended
financial maintenance covenants significantly tighten in the
fourth quarter of fiscal 2013 and the first quarter of fiscal
2014.

According to Analyst Harman Saggu, "the negative outlook reflects
the uncertainty regarding the company's ability to improve its
liquidity position by increasing its free cash flow and
maintaining access to its revolving credit facility. It also
incorporates our expectation that credit metrics will remain weak
in the near to medium term."

Ratings lowered:

Corporate family rating to Caa1 from B3

Probability of default rating to Caa1-PD from B3-PD

$40 million first lien senior secured revolving credit facility
due 2015 to B3 (LGD3, 40%) from B2 (LGD3, 39%)

$325 million first lien senior secured term loan due 2017 to B3
(LGD3, 40%) from B2 (LGD3, 39%)

$75 million second lien senior secured term loan due 2017 to Caa3
(LGD6, 90%) from Caa2 (LGD6, 90%)

Ratings Rationale

Ascend's Caa1 corporate family rating reflects its very high
financial leverage, increased revenue pressures, weak interest
coverage, and high capital spending that is expected to constrain
free cash flow generation. The rating also captures the company's
relatively small scale, tight liquidity position and aggressive
financial policy given its history of dividends and acquisitions.
In Moody's view, the company's high leverage reduces its financial
flexibility as well as its ability to withstand changes to the
competitive environment. Notwithstanding these concerns, the
rating is supported by the company's primary focus on providing
learning solutions for healthcare related fields, which are
projected to experience higher than average employment growth over
the next few years. The rating is also supported by the company's
established position within its niche verticals, good operating
margins, the subscription like-nature of its revenues, and the
diversity of its customer base.

The negative outlook reflects Moody's concerns over Ascend's
ability to materially improve its free cash flow over the near to
medium term as it maintains adequate levels of spending required
to support revenue growth. The negative outlook also incorporates
the potential need for seeking covenant relief because of a
tightening in covenant cushion in the fourth quarter of fiscal
2013 and the first quarter of fiscal 2014.

Moody's could downgrade the ratings if EBITDA and free cash flow
fail to materially grow from current levels. In addition, further
ratings downgrades would be merited if the company's liquidity
situation deteriorates further, in the form of reduced cushion
under financial covenants, depleting cash balances or operating
cash flow declines.

Moody's could revise the ratings outlook to stable if
profitability increases such that debt to EBITDA (Moody's
adjusted) is sustained below 7.0 times and EBITDA less CapEx to
interest approaches 1.0 times. Moody's could upgrade the ratings
if debt to EBITDA (Moody's adjusted) sustainably approaches 6.0
times through a combination of earnings growth and debt reduction,
EBITDA less CapEx to interest exceeds 1.0 times, and free cash
flow is in the low to mid single-digit range as a percentage of
debt.

Headquartered in Burlington, Massachusetts, Ascend Learning, LLC
provides technology-based learning solutions and educational
content for healthcare and other vocational fields.

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


ATP OIL: Faces Investor Class Action in Louisiana Court
-------------------------------------------------------
Glancy Binkow & Goldberg LLP on June 5 disclosed that a class
action lawsuit has been filed in the United States District Court
for the Eastern District of Louisiana on behalf of a class
comprising all purchasers of the 11.875% Senior Second Lien
Exchange Notes of ATP Oil & Gas Corporation pursuant and/or
traceable to the Company's December 16, 2010 Exchange of the
Notes.  Investors who have losses of $100,000 or more are
encouraged to contact the firm for information concerning a lead
plaintiff position in the shareholder lawsuit.

A COPY OF THE COMPLAINT IS AVAILABLE FROM THE COURT OR FROM GLANCY
BINKOW & GOLDBERG LLP. PLEASE CONTACT US AT (310) 201-9150 OR
(212) 682-5340, TOLL-FREE AT (888) 773-9224, OR AT
SHAREHOLDERS@GLANCYLAW.COM.  IF YOU INQUIRE BY EMAIL PLEASE
INCLUDE YOUR MAILING ADDRESS, TELEPHONE NUMBER AND AMOUNT OF NOTES
PURCHASED.

ATP engages in the acquisition, development and production of oil
and natural gas properties primarily in the Gulf of Mexico and the
United Kingdom sector of the North Sea.  The Complaint alleges
that the Registration Statement and Prospectus filed with the
Securities and Exchange Commission in connection with the Exchange
contained false and misleading statements or omitted material
facts concerning the Company's business and financial performance.
Specifically, the Complaint alleges that, among other things, ATP
downplayed the negative impact on the Company's business and
revenues caused by the U.S. Department of the Interior's halt of
all drilling operations in the Gulf of Mexico following the April
2010 explosion of the Deepwater Horizon drilling rig and resulting
oil spill.  According the Complaint, on August 17, 2012 ATP filed
for Chapter 11 bankruptcy and during the course of the bankruptcy
action blamed the government's halt of drilling operations for the
Company's losses.

If you purchased ATP 11.875% Senior Second Lien Exchange Notes
pursuant or traceable to the Exchange and meet certain legal
requirements, you may move the Court no later than July 23, 2013
to serve as lead plaintiff.  To learn more, or if you have any
questions about this Notice or your rights and interests with
respect to these matters, please contact Michael Goldberg,
Esquire, of Glancy Binkow & Goldberg LLP, 1925 Century Park East,
Suite 2100, Los Angeles, California 90067, or at (310) 201-9150,
or contact Gregory Linkh, Esquire, of Glancy Binkow & Goldberg LLP
at 122 E. 42nd Street, Suite 2920, New York, New York 10168, at
(212) 682-5340, Toll Free at (888) 773-9224, by e-mail to
shareholders@glancylaw.com or visit our website at
http://www.glancylaw.com

If you inquire by email please include your mailing address,
telephone number and amount of notes purchased.

                           About ATP Oil

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

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

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

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

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


ATP OIL: Macquarie Files $32-Million Suit vs. ATP Executives
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that executives of ATP Oil & Gas Corp. were sued by
Macquarie Investments LLC for about $32 million.

According to the report, Macquarie alleges the ATP executives made
misrepresentations regarding a $110 million acquisition of royalty
interests.  It looked as though secured lenders would buy the
assets mostly in exchange for secured debt when they won an
auction in May.  When the sale came to bankruptcy court for
approval, there were objections, based on allegations that some
debt and expenses incurred during the Chapter 11 case won't be
paid.

The report notes that after a hearing last week, the sale approval
hearing was to continue June 4.  On June 3, ATP filed a notice
canceling June 4 hearing.  Postponing the hearing gives the
parties time to work on a deal satisfying the judge's concerns.

The report relates that the notice says the sale hearing will
occur sometime in June.  To win the auction, the lenders bid
$690.8 million.  The price includes assumption of specified
liabilities and $45 million cash to cover liens coming ahead of
the lenders' security interests.  The auction covered ATP's
producing wells and leases in both deep and shallow water.

The report relates that ATP was required to sell the assets
following violations of covenants in the loan agreement financing
the Chapter 11 reorganization.

                           About ATP Oil

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

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

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

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

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


AWA FABRICATION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: AWA Fabrication and Construction, LLC
        c/o A. Wayne Armstrong
        8257 County Rd 53
        Abbeville, AL 36310

Bankruptcy Case No.: 13-10932

Chapter 11 Petition Date: May 30, 2013

Court: United States Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: Collier H. Espy, Jr., Esq.
                  ESPY, METCALF & ESPY, P.C.
                  P.O. Drawer 6504, 326 North Oates Street
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288
                  E-mail: kc@espymetcalf.com

Scheduled Assets: $2,174,596

Scheduled Liabilities: $2,335,322

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/almb13-10932.pdf

The petition was signed by A. Wayne Armstrong, member.


BBX CAPITAL: Annual Shareholders Meeting Set on July 9
------------------------------------------------------
The 2013 Annual Meeting of Shareholders of BBX Capital Corporation
is scheduled to be held on July 9, 2013.  This date is more than
30 days after the anniversary of the Company's 2012 Annual Meeting
of Shareholders.  As a result, in accordance with the Company's
Bylaws, as amended, and applicable rules and regulations of the
Securities and Exchange Commission, written notice from a
shareholder interested in bringing business before the Company's
2013 Annual Meeting of Shareholders or nominating a director
candidate for election at the Company's 2013 Annual Meeting of
Shareholders, including any notice on Schedule 14N, must be
received at the Company's principal executive offices, 401 East
Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301, by
no later than 5:00 p.m., Eastern time, on June 8, 2013.  Any such
written notice must be directed to the attention of the Company's
Secretary and comply with the applicable advance notice provisions
of the Company's Bylaws.  Shareholder proposals intended to be
considered for inclusion in the Company's proxy materials for the
2013 Annual Meeting of Shareholders must comply with the
requirements, including the deadline, as well as all applicable
rules and regulations promulgated by the SEC under the Securities
Exchange Act of 1934.

                            BBX Capital

BBX Capital (NYSE: BBX), formerly known as BankAtlantic Bancorp,is
a diversified investment and asset management company.  The
business of BBX Capital includes real estate ownership, direct
acquisition and joint venture equity in real estate, specialty
finance, and the acquisition of controlling and non controlling
investments in operating businesses.

BBX Capital disclosing net income of $235.76 million in 2012, a
net loss of $28.74 million ncome in 2011 and a net loss of $143.25
million in 2010.  The Company's balance sheet at March 31, 2013,
showed $432.48 million in total assets, $198.13 million in total
liabilities and $234.35 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Furthermore, the holding company must
also submit a capital plan to maintain and enhance its capital
position.


BENEDICT COLLEGE: Moody's Cuts Revenue Bond Rating to Caa1
----------------------------------------------------------
Moody's Investors Service has downgraded its underlying rating on
Benedict College's Revenue bonds to Caa1 from B3. Rated debt
includes $14.7 million of Series 1998 and 1999 bonds issued
through Richland County, South Carolina, and $24.1 million of
Series 2002 bonds issued through the Educational Facilities
Authority for Private Nonprofit Institutions of Higher Learning of
South Carolina as of fiscal yearend 2012. The outlook has been
revised to negative from stable.

Summary Rating Rationale

The downgrade to Caa1 from B3 reflects the college's enrollment
and tuition revenue declines, expected weakened operating
performance and decision to move forward with a $10 million
capital project before funding was secure resulting in diminished
cash even after construction was halted on the project. Enrollment
declines also reflect pressure on the college's market position
and highlight vulnerability to changes in federal loan
requirements since students have a high dependence on federal aid
programs. The rating also incorporates the college's high balance
sheet and operating leverage, thin operating reserves and negative
expendable financial resources.

Offsetting credit strengths include the college's market position
as an historically black college with enrollment and net tuition
growth the four years prior to fall 2012, as well as careful
budgeting and willingness to cut expenses to offset revenue
declines.

The negative outlook reflects our expectation for continued
enrollment and net tuition revenue pressure.

Challenges

* Complex debt structure and high debt burden relative to
operations with debt to operating revenue of 1.04 times and debt
service to operating revenue of 12.2% in FY 2012, well above the
5.8% FY 2011 median for small private colleges.

* Full-time equivalent (FTE) enrollment decline of 9% in fall 2012
due largely to changed application standards for Federal PLUS
loans. Management anticipates an increase in freshmen students for
fall 2013 over last year, although applications and admitted
students are down over last year.

* Extremely limited liquidity with monthly liquidity of $1.1
million representing 6 days cash on hand at June 30, 2012, and
negative expendable financial resources.

* Decision to commence construction on Swinton Center without loan
in place required $4.1 million of cash funded from FY 2012 and FY
2013 operations. Management reports that $2.7 million of the
construction costs was covered in the FY 2013 budget through
expense cuts, though we note that Benedict deferred $1.5 million
of debt service on unrated notes.

* Weakening operating performance in FY 2012 with 0.8% operating
margin, down from 6.6% in FY 2011, and expectations for a
breakeven budget in FY 2013. Net tuition per student also declined
in FY 2012. Given the high reliance on student charges (83% of
operating revenue per Moody's calculation in FY 2012), the
enrollment and tuition declines create material budget pressure.

* Very high federal student loan cohort default rate, with FY 2010
official 2-year student loan cohort default rate of 17.7% down
from 20.42% for FY 2009. Starting in 2014 colleges will be
measured based on a 3-year default rate with a maximum of 30%. In
FY 2009 Benedict's 3-year cohort default was a very high 29.3%.

Strengths

* Willingness to cut expenses to balance the budget. For FY 2013
Benedict cut salaries and operating expenses across all
departments to compensate for reduced revenue. Although operating
performance narrowed in FY 2012 and is expected to be weaker in
the near-term, Benedict produced positive operating margins the
prior four fiscal years.

* Niche market as an historically black college with close ties to
the community. Prior to fall 2012, Benedict had consistent
enrollment increases and healthy net tuition per student growth.

* Ongoing donor support with three-year average (FY 2010 to FY
2012) gift revenue of $1.6 million per year. Revenues have also
been assisted by federal grant support, such as the $4.2 million
received in fiscal 2012 under US Department of Education Title III
Programs for colleges that serve low-income students.

* Rapid debt service repayment and all debt in fixed rate mode.

Outlook

The negative outlook reflects our expectation for continued
pressure on enrollment and net tuition revenue, more narrow cash
flow, and potential for additional debt or cash draw to complete
the Swinton Center project if the college does not secure the HBCU
Capital Financing loan.

WHAT COULD MAKE THE RATING GO UP

Ongoing improvement in debt service coverage combined with growth
in liquid financial resources and reduction in debt; improved
market position and stable enrollment with net tuition revenue per
student growth; compliance with financial covenants in financing
agreements

WHAT COULD MAKE THE RATING GO DOWN

Weakened liquidity profile or cash flow leading to difficulty
achieving coverage of debt service from operations; continued
enrollment declines or net tuition revenue pressure. Any potential
disruption in the ability to participate in federal financial aid
programs could create downward rating pressure.

Rating Methodology

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


BERGENFIELD SENIOR HOUSING: Can Use Creditors' Rent Until July 31
-----------------------------------------------------------------
The Honorable Morris Stern entered a second interim order
authorizing Bergenfield Senior Housing, LLC, to use the rent of
its existing secured creditors through July 31, 2013.

The Debtor stipulated with its primary secured creditor, Boiling
Springs Savings Bank, for the use of the rents.

Substantially all of the Debtor's cash is derived from the
collection of rent from mortgaged premises.  The Debtor and the
Bank are parties to two promissory notes -- a $12 million mortgage
note and a $600,000 note given by Nicholas and Rosemarie Rotonda.
The Notes are secured by mortgages on real property owned by the
Debtor.

In 2010, the Debtor assigned to the Bank all income from the
mortgaged premises.  Thus, the Debtor acknowledges the cash is
therefore owned by the Bank.

A further hearing on the matter will be held on July 23, 2013.

Boiling Springs Saving Bank is represented by Douglas T.
Tabachnik, Esq.

              About Bergenfield Senior Housing

Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey,
on May 2, 2013.  Nicholas Rotonda signed the petition as
member/manager.  Judge Morris Stern presides over the case.  The
Debtor is represented by Aaron Solomon Applebaum, Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, LLP.

The Bergenfield, New Jersey-based debtor is a single asset real
estate under 11 U.S.C. Sec. 101(51B) and said total assets and
debts exceed $10 million.


BERGENFIELD SENIOR HOUSING: Can Employ McElroy Deutsch as Counsel
-----------------------------------------------------------------
Bergenfield Senior Housing, LLC, obtained permission from the U.S.
Bankruptcy Court for the District of New Jersey to hire McElroy,
Deutsch, Mulvaney, and Carpenter, LLP as their counsel.

The law firm's Aaron S. Applebaum, Esq. -- aapplebaum@mdmc-law.com
-- will be handling the Debtor's legal affairs.  He can be reached
at:

          MCELROY, DEUTSCH, MULVANEY & CARPENTER, LLP
          Three Gateway Center
          100 Mulberry Street
          Newark, New Jersey 07102
          Tel: (302) 300-4515
          Fax: (302) 654-4031

Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey,
on May 2, 2013.  Nicholas Rotonda signed the petition as
member/manager.  Judge Morris Stern presides over the case.

The Bergenfield, New Jersey-based debtor is a single asset real
estate under 11 U.S.C. Sec. 101(51B) and said total assets and
debts exceed $10 million.


BERMUDA GARDENS: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------
Debtor: Bermuda Gardens, LLC
          aka Egret Crossing Apartments
        1327 S. Live Oak Parkway
        Wilmington, NC 28403

Bankruptcy Case No.: 13-03365

Chapter 11 Petition Date: May 23, 2013

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-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 six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nceb13-03365.pdf

The petition was signed by Glenn B. Richardson, member manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Glenn B. & Tanina L. Richardson       12-01843            03/08/12


BERNARD L MADOFF: PwC, Citco Tell 2nd Circ. $80MM Deal Is Unfair
----------------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that
PricewaterhouseCoopers LLP and Citco Group units urged the Second
Circuit to reverse a New York federal judge's approval of an $80
million class action settlement between management at a feeder
fund and its investors who lost money in Bernard L. Madoff's Ponzi
scheme, saying the court abused its discretion.

According to the report, the financial auditors' brief came more
than two months after U.S. District Judge Victor Marrero approved
the deal, settling claims that Fairfield Greenwich Group
management and founders misrepresented the extent of FGG's
holdings in Bernard L. Madoff.

                     About Bernard L. Madoff

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

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

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

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

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

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


BIOLIFE SOLUTIONS: Michael Rice Held 8.9% Equity Stake at May 31
----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Michael Rice disclosed that, as of May 31, 2013, he
beneficially owned 6,806,098 shares of common stock of Biolife
Solutions Inc. representing 8.9 percent of the shares outstanding.
Mr. Rice previously owned 3,675,845 common shares at
June 27, 2011.  A copy of the regulatory filing is available for
free at http://is.gd/N5fEa8

                     About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BioLife Solutions disclosed a net loss of $1.65 million in 2012,
as compared with a net loss of $1.95 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $3.41 million in
total assets, $15.81 million in total liabilities and a $12.40
million total shareholders' deficiency.


BIRDSALL SERVICES: Only Bid is $5.6 Million
-------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Birdsall Services Group Inc. received
no competing offers, canceled the auction and was set to appear in
bankruptcy court June 5 seeking approval for Partner Assessment
Corp. to buy the business for $5.6 million in cash plus contingent
payments.  The buyer is in a similar business.

                      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.


BON-TON STORES: Units Issue $350MM Second Lien Sr. Secured Notes
----------------------------------------------------------------
The Bon-Ton Stores, Inc., said that its wholly owned subsidiary,
The Bon-Ton Department Stores, Inc., issued $350 million aggregate
principal amount of 8.00 percent Second Lien Senior Secured Notes
due 2021.  A portion of the net proceeds from the 2021 Notes were
used to purchase $29,304,000 aggregate principal amount of the
Issuer's 10 1/4 percent Senior Notes due 2014 and $187,706,000
aggregate principal amount of the Issuer's 10 5/8 percent Second
Lien Senior Secured Notes due 2017 pursuant to previously
announced tender offers made by the Issuer.  A further portion of
the net proceeds from the 2021 Notes will be used to redeem (i)
all of the $39,679,000 aggregate principal amount of 2014 Notes
remaining after the tender offer for the 2014 Notes and (ii) $85
million aggregate principal amount of the 2017 Notes remaining
after the tender offer for the 2017 Notes, as well as to pay fees
and expenses related to both tender offers.

The 2021 Notes are guaranteed, jointly and severally, on a senior
basis, by each of the Company, The Bon-Ton Stores of Lancaster,
Inc., The Bon-Ton Giftco, LLC, Carson Pirie Scott II, Inc., Bon-
Ton Distribution, Inc., and McRIL, LLC, and all of the Company's
other subsidiaries that guarantee the obligations of the Issuer
and the other borrowers under that certain Second Amended and
Restated Loan and Security Agreement, dated as of March 21, 2011,
by and among such borrowers, Bank of America, N.A., as Agent, and
the other loan parties, lenders and other parties from time to
time party thereto.  The 2021 Notes and the related guarantees are
secured by second-priority liens on the collateral owned by the
Issuer and each Guarantor, subject to certain permitted liens and
exceptions.  The Collateral consists of substantially all of the
Issuer's and the Guarantors' tangible and intangible assets
securing the Credit Agreement, except for capital stock of the
Issuer and certain of the Issuer's subsidiaries and certain other
exceptions.

The Issuer will pay interest on the 2021 Notes at a rate of 8.00
percent per annum, payable semi-annually to holders of record at
the close of business on June 1 or December 1 immediately
preceding the interest payment date on June 15 and December 15 of
each year, commencing Dec. 15, 2013.  The 2021 Notes mature on
June 15, 2021.

On May 28, 2013, in connection with the issuance of the 2021
Notes, the Issuer and the Guarantors entered into a registration
rights agreement with the initial purchasers of the 2021 Notes,
relating to, among other things, an exchange offer for the 2021
Notes and the related guarantees.  Under the Registration Rights
Agreement, the Issuer and the Guarantors will cause to be filed
with the Securities and Exchange Commission an exchange offer of
freely tradable notes and guarantees having substantially
identical terms as the 2021 Notes and guarantees issued under the
Indenture within 180 days after the closing date of the 2021 Notes
issuance, subject to certain exceptions.

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

                        http://is.gd/VS7Ftr

                        About Bon-Ton Stores

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

Bon-Ton Stores disclosed a net loss of $21.55 million for the year
ended Feb. 2, 2013, as compared with a net loss of $12.12 million
for the year ended Jan. 28, 2012.  The Company's balance sheet at
May 4, 2013, showed $1.59 billion in total assets, $1.51 billion
in total liabilities and $84.79 million in total shareholders'
equity.

                             *     *     *

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

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

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


BON-TON STORES: Releases Early Results of Tender Offers
-------------------------------------------------------
The Bon-Ton Stores, Inc., announced the interim results of the
cash tender offers by The Bon-Ton Department Stores, Inc., a
wholly-owned subsidiary of the Company, for any and all of its
outstanding 10 1/4 percent Senior Notes due 2014 and up to $223
million of its 10 5/8 percent Senior Secured Notes due 2017, upon
the terms and conditions set forth in the Offer to Purchase dated
May 13, 2013.

As of 5:00 p.m., New York City time, on May 24, 2013, $29.3
million in aggregate principal amount of the 2014 Notes, or
approximately 42.5 percent of the 2014 Notes outstanding, had been
validly tendered and not withdrawn, and $187.7 million in
aggregate principal amount, or approximately 56.9 percent of the
2017 Notes outstanding, had been validly tendered and not
withdrawn.  Pursuant to the terms and conditions of the Offers,
Bon-Ton has accepted for purchase and paid for all Notes validly
tendered (and not validly withdrawn) prior to the Early Tender
Time, and holders of Notes who tendered those Notes received
$1,006.25 per $1,000 in principal amount of Notes, plus accrued
and unpaid interest to, but not including, on May 28, 2013.

Each Offer is scheduled to expire at 12:00 midnight, New York City
time, on June 10, 2013.  Holders who validly tender their Notes
after the Early Tender Time but on or before the Expiration Time
will be eligible to receive the "Tender Offer Consideration" of
$976.25 per $1,000 principal amount of the 2014 Notes tendered or
$976.25 per $1,000 principal amount of the 2017 Notes tendered, as
applicable.  Holders whose Notes are accepted for payment in the
Offers after the Early Tender Time will also receive accrued and
unpaid interest up to, but not including, the final settlement
date.

Tendered Notes may no longer be withdrawn.  Any extension, delay,
termination or amendment of the Offers will be followed as
promptly as practicable by a public announcement thereof.

Bon-Ton also has given irrevocable notices of redemption for (i)
all 2014 Notes not tendered prior to the Early Tender Time and
accepted for payment today and (ii) $85 million in aggregate
principal amount of 2017 Notes.  Those notices specified that the
Notes called for redemption will be redeemed at 100.000 percent of
their principal amount plus accrued and unpaid interest, on
June 27, 2013.

BofA Merrill Lynch is acting as sole dealer manager for the
Offers.  For additional information regarding the terms of the
Offers, please contact BofA Merrill Lynch at (888) 292-0070 (toll-
free) or (980) 388-3646 (collect).  Requests for documents may be
directed to D.F. King & Co., Inc., which is acting as the tender
and information agent for the Offers, at (800) 848-3416 (toll-
free) or (212) 269-5550.

None of the Company, Bon-Ton, the dealer manager or the tender and
information agent make any recommendations as to whether Holders
should tender their Notes pursuant to the Offers, and no one has
been authorized by any of them to make such recommendations.
Holders must make their own decisions as to whether to tender
their Notes, and, if so, the principal amount of Notes to tender.

                        About Bon-Ton Stores

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

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

                             *     *     *

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

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


BUILDERS FIRSTSOURCE: Stockholders Elect Three Directors
--------------------------------------------------------
Builders FirstSource, Inc.'s annual meeting of stockholders was
held on May 22, 2013.  The owners of 92,814,376 shares of the
Company's common stock, representing 95.8 percent of the voting
power of all of the shares of common stock issued and outstanding
on April 1, 2013, the record date for the meeting, were
represented at the annual meeting. Each share of common stock was
entitled to one vote at the annual meeting.

The Company's stockholders elected each of the following
individuals as a director of the company for a term of three
years: Mr. Daniel Agroskin, Mr. Kevin J. Kruse, and Mr. Floyd F.
Sherman.  Mr. Paul S. Levy, Mr. David A. Barr, Mr. Cleveland A.
Christophe, and Mr. Craig A. Steinke continue as directors and, if
nominated, will next stand for re-election at the 2014 annual
meeting of stockholders.  Mr. Michael Graff, Mr. Robert C.
Griffin, and Mr. Brett N. Milgrim continue as directors and, if
nominated, will next stand for re-election at the 2015 annual
meeting of stockholders.

The Company' stockholders ratified the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered
public accounting firm for the year ending Dec. 31, 2013.

                    About Builders FirstSource

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

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

                           *     *     *

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


BUILDERS FIRSTSOURCE: Issues $350 Million Senior Secured Notes
--------------------------------------------------------------
Builders FirstSource, Inc., issued $350 million in aggregate
principal amount of 7.625 percent Senior Secured Notes due 2021 at
a price equal to 100 percent of their face value.

On the Closing Date, the Company also entered into a new senior
secured revolving credit facility among the Company, certain
subsidiaries of the Company, the lenders party thereto, SunTrust
Bank, as administrative agent, and the other agents party thereto.
At closing, the Company's borrowing availability under the New ABL
Revolver was approximately $162.3 million, after reduction for
$12.7 million of outstanding letters of credit.  The New ABL
Revolver matures on May 29, 2018.

The Company used the net proceeds from its offering of the Notes,
together with cash on hand, to (i) redeem $139.7 million in
aggregate outstanding principal amount of its Second Priority
Senior Secured Floating Rate Notes due 2016 at par plus accrued
and unpaid interest thereon to the redemption date, (ii) repay
$225 million in borrowings outstanding under its existing first-
lien term loan due 2015 plus a prepayment premium of approximately
$39.5 million and accrued and unpaid interest and (iii) pay the
related commissions, fees and expenses.

The Notes were issued pursuant to an indenture, dated as of
May 29, 2013, by and between the Company, certain subsidiaries of
the Company, as guarantors, and Wilmington Trust, National
Association, as trustee and notes collateral agent.  The Company
will pay interest of 7.625 percent per annum semi-annually in
arrears on June 1 and December 1 of each year, commencing on
Dec. 1, 2013. Interest will accrue from and including May 29,
2013.  The Notes will mature on June 1, 2021.

The New ABL Revolver will provide for revolving credit financings
of up to approximately $175 million, subject to availability.
Aggregate commitments under the New ABL Revolver may be increased
in an amount of up to $150 million under an uncommitted
incremental facility.

The initial commitments under the New ABL Revolver will have a
final maturity of May 29, 2018.

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

                        http://is.gd/YajQIY

                     About Builders FirstSource

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

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

                           *     *     *

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


CAPITOL BANCORP: Committee Seeks Standing to Pursue D&O Claims
--------------------------------------------------------------
Judge Marci McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division - Detroit, denied giving
an expedited consideration of the request for derivative standing
filed by the Official Committee of Unsecured Creditors appointed
in Capitol Bancorp Ltd., et al.'s Chapter 11 cases.

In its request, which was filed under seal, the Committee seeks
derivative standing to investigate and prosecute claims against
the Debtors' officers and directors.  The Court has determined
that the issues raised by the Committee are sufficiently complex
that the Debtors, the Office of the U.S. Trustee, and other
parties-in-interest must be given the opportunity to respond to
the motion.

The Court found that the Committee's desire for a prompt hearing
on the Motion is outweighed by the necessity of allowing parties
sufficient time to respond to issues raised by the Committee.

A hearing on the Committee's Motion will be held on June 11, 2013,
at 10:30 a.m.

                        About Capitol Bancorp

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

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

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

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

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

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


CARL'S PATIO: Can Enforce Final Order on Postpetition Loan
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order authorizing Carl's Patio, Inc., et al., to enforce the final
order authorizing the Debtors to obtain postpetition financing
from Fifth Third Bank, and grant security interests and
superpriority, administrative expense status.

Fifth Third Bank has also requested that the Court clarify that
any tax refunds (whether state, federal or other) otherwise
due and owing to Carl's Patio, Inc., Carl's Patio West, Inc., or
Terrace 436, Inc. must be remitted directly to Fifth Third in
accordance with the final DIP order.

Pursuant to the order, among other things:

   1. any tax refunds payable to Carl's Patio, et al. will be
      remitted directly to Fifth Third Bank;

   2. to the extent that any funds have been paid to third parties
      on account of the tax refunds, all such amount will be
      turned over to Fifth Third immediately.

                        About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
had 68 employees.  The company leases all its locations and does
not own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.  Bayard, P.A., represents the Debtor in
its restructuring efforts.  BGA Management, LLC, doing business as
Alliance Management, serves as financial advisor, and Epiq
Bankruptcy Solutions LLC serves as claims and noticing agent.

Carl's Patio disclosed $6,228,725 in assets and $13,054,583 in
liabilities as of the Chapter 11 filing.  The Debtor owes $2.19
million on a secured revolver, and $3.01 million on a term loan
from Fifth Third.  The Debtor also has $600,000 of subordinated
debt.


CARL'S PATIO: Court Okayed New Name, Now Known as CP Liquidating
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Carl's Patio, Inc., et al., to change their names and caption of
the cases as contemplated in the approved sale transaction.

The Court approved the sale of substantially all of the Debtors'
assets, including trademarks, to Carl's Patio Acquisition LLC.
Since the Debtors' trademarks include the names of each of the
Debtors, the Debtors were required to legally change their names
in order to allow the stalking horse purchaser the full use of the
purchased trademarks.

The Debtors' names will be changed to:

   a. Carl's Patio, Inc. -- CP Liquidating, Inc.;

   b. Carl's Patio West, Inc. -- CPW Liquidating, Inc.; and

   c. Terrace 436, Inc. -- T436 Liquidating, Inc.

                        About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
had 68 employees.  The company leases all its locations and does
not own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.  Bayard, P.A., represents the Debtor in
its restructuring efforts.  BGA Management, LLC, doing business as
Alliance Management, serves as financial advisor, and Epiq
Bankruptcy Solutions LLC serves as claims and noticing agent.

Carl's Patio disclosed $6,228,725 in assets and $13,054,583 in
liabilities as of the Chapter 11 filing.  The Debtor owes $2.19
million on a secured revolver, and $3.01 million on a term loan
from Fifth Third.  The Debtor also has $600,000 of subordinated
debt.


CASH STORE: Copies of Amended Financial Statements
--------------------------------------------------
The Cash Store Financial Services Inc. has filed amended and
restated consolidated financial statements and MD&A for the years
ended Sept. 30, 2012, Sept. 30, 2011, and the fifteen month period
ended Sept. 30, 2010.  The Company has also restated the Dec. 31,
2011, March 31, 2012, June 30, 2012, and Dec. 31, 2012, unaudited
interim consolidated financial statements.

The unaudited interim consolidated financial statements have been
amended and restated to correct for an error resulting from the
misunderstanding of the settlement terms and conditions of the
March 5, 2004, British Columbia Class Action claim, which resulted
in the application of an accounting principle to measure and
record the liability as at Sept. 30, 2010, and subsequent
reporting periods, that was not appropriate in the circumstances.

The Company's consolidated statements of operations for the three
months ended Dec. 31, 2011, showed net income and comprehensive
income of $960,000 on $45.84 million of revenue, as compared with
net income and comprehensive income of $989,000 on $45.84 million
of revenue as originally reported.  A copy of the amended
quarterly report is available at http://is.gd/3kam8W

The Company reported a net loss and comprehensive loss of $41.16
million on $42.08 million of revenue for the three months ended
March 31, 2012, as compared with a net loss and comprehensive loss
of $41.03 million on $42.08 million of revenue as previously
reported.  A copy of the amended quarterly report is available for
free at http://is.gd/HCwjn8

The Company's restated statements of operations for the three
months ended June 30, 2012, showed a net loss and comprehensive
loss of $3.57 million on $48.65 million of revenue, as compared
with a net loss and comprehensive loss of $3.43 million on $46.65
million of revenue as originally reported.  A copy of the amended
quarterly report is available at http://is.gd/llimyN

The Company's amended annual report for the year ended Sept. 30,
2012, showed a net loss and comprehensive loss of $43.52 million
on $187.41 million of revenue, as compared with a net loss and
comprehensive loss of $43.08 million on $187.41 million of revenue
as previously disclosed.  A copy of the amended annual report is
available at http://is.gd/lcUkaV

The Company's consolidated financial statements for the three
months ended Dec. 31, 2012, showed a net loss and comprehensive
loss of $1.70 million on $49.50 million of revenue, as compared
with a net loss and comprehensive loss of $1.65 million on $49.50
million of revenue as originally reported.  A copy of the amended
quarterly report is available at http://is.gd/BMgBS8

The Company's restated balance sheet at Dec. 31, 2012, showed
$203.39 million in total assets, $171.17 million in total
liabilities and $32.21 million in shareholders' equity.  The
Company's balance sheet at Dec. 31, 2012, showed C$207.69
million in total assets, C$169.93 million in total liabilities and
C$37.76 million in shareholders' equity.

                     About Cash Store Financial

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

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

                          *     *     *

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

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

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


CBS I: Hearing on Adequacy of Plan Outline Continued Until July 10
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved a
stipulation continuing until July 10, 2013 at 9:30 a.m., the
hearing to consider adequacy of the First Amended Disclosure
Statement explaining CBS I, LLC's Chapter 11 Plan.

The stipulation was entered between the Debtor and the objecting
secured creditor U.S. Bank National Association, as trustee for
the Registered Holders of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates Series 2006-C28.

As reported in the Troubled Company Reporter on Jan. 9, 2013,
under the Plan dated Nov. 14, 2012, the classification and
treatment of claims under the plan are:

     A. Administrative claims and priority tax claims will be paid
        in full in cash on or prior to the Effective Date.

     B. Holders of allowed secured claims of U.S. Bank will
        receive a refinanced secured loan, which will modify the
        U.S. Bank loan to allow Debtor to obtain secondary
        financing on the property of up to $750,000 in the future
        in order to repair, remodel, and make capital improvements
        to the Property.

     C. The holders of U.S. Bank's allowed general unsecured
        deficiency claims will receive payment of 5% of their
        allowed deficiency claim without interest or $99,885.
        This amount will be paid in 60 equal monthly
        payments in the amount of $1,664.75 to begin on the first
        of the month immediately following the Effective Date of
        the Plan.

     D. Holders of other general unsecured claims will receive
        payment of 100% of their claims to be paid in six months
        after entry of the confirmation order with simple interest
        at a rate of 3%.

     E. Insiders who hold unsecured claims will receive no
        payments.

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

          http://bankrupt.com/misc/CBS_I_ds_2amended.pdf

                         About CBS I, LLC

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

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

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

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


CELL THERAPEUTICS: Had $37.2 Million in Cash at April 30
--------------------------------------------------------
Cell Therapeutics, Inc., provided information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's financial situation.

As of April 30, 2013, the Company had $37.25 million of cash and
cash equivalents and estimated net financial standing of $22.86
million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $8.7 million as of April 30, 2013.

CTI Consolidated Group trade payables outstanding for greater than
30 days were approximately $9.7 million as of April 30, 2013.

As of April 30, 2013, there were no amounts due of a financial or
tax nature, or amounts due to social security institutions or to
employees.

During the month of April 2013, the Company's common stock, no par
value, outstanding decreased by 5,386 shares.  Consequently, the
number of issued and outstanding shares of Common Stock as of
April 30, 2013, was 112,633,915.

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

                        http://is.gd/xiQLcE

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.  The Company's balance sheet
at March 31, 2013, showed $65.26 million in total assets, $35.70
million in total liabilities, $13.46 million in common stock
purchase warrants, and $16.10 million in total shareholders'
equity.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CENTRAL EUROPEAN: Reorganization Plan Declared Effective on June 5
------------------------------------------------------------------
Central European Distribution Corporation disclosed that CEDC's
Prepackaged Plan of Reorganization, which won approval from the
U.S. Bankruptcy Court for the District of Delaware on May 13,
2013, was declared effective on June 5.

Pursuant to the Plan, CEDC will make a cash payment to holders of
its 2013 Convertible Notes and certain of its 2016 Senior Secured
Notes, will issue new notes to holders of its 2016 Senior Secured
Notes and has issued new shares to Roust Trading Ltd.  All of the
previously issued 2013 Convertible Notes and 2016 Senior Secured
Notes and shares of outstanding CEDC common stock have been
cancelled.  The Plan will result in a reduction of approximately
$665.2 million of debt of CEDC.  As a result of the cancellation
of CEDC's common stock, as of June 5 CEDC has ceased to be a
public company in Poland and its common stock is no longer subject
to listing and trading on the Warsaw Stock Exchange.  RTL, owned
by Roustam Tariko, has received 100% of the outstanding stock of
the reorganized CEDC in exchange for funding CEDC's cash payments
under the Plan and the cancellation of CEDC's existing debt
obligations to RTL.  Distributions to holders of the 2013
Convertible Notes are expected to be completed on or about June 6,
2013.

On May 31, 2013, CEDC completed its confirmation of elections
under the Plan's cash option for holders of 2016 Senior Secured
Notes.  As a result, distributions under the Plan's cash option to
holders of the 2016 Senior Secured Notes are expected to be
completed within approximately five business days from the
effective date, on or about June 12, 2013.  Based on its
tabulations, holders of CEDC Finance Corporation International,
Inc.'s 9.125% Senior Secured Notes due 2016 and 8.875% Senior
Secured Notes due 2016 who submitted bid prices of up to and
including $820.00 or EUR820.00, respectively, will receive a cash
payment in respect of their 2016 Senior Secured Notes.
Approximately EUR90.8 million of Euro 2016 Notes and approximately
$93.1 million of USD 2016 Notes, equal to an aggregate of
approximately $209.6 million principal amount of 2016 Senior
Secured Notes, will be repurchased for cash.  Approximately
EUR339.2 million of Euro 2016 Notes and approximately $286.9
million of USD 2016 Notes will remain unpurchased and will receive
new secured notes and new convertible notes issued by CEDC FinCo
pursuant to the Plan.  The New Notes will be denominated in U.S.
dollars.

The distribution of New Notes is expected to be completed within
ten business days from the effective date, on or about June 19,
2013. Based on CEDC's tabulations, holders of Euro 2016 Notes will
receive $1,181.07 principal amount of New Notes per EUR1,000
principal amount of Euro 2016 Notes currently held by such
holders.  Holders of USD 2016 Notes will receive $919.77 principal
amount of New Notes per $1,000 principal amount of USD 2016 Notes
currently held by such holders.

The Plan marks the culmination of more than a year's worth of work
to bolster CEDC's financial structure and create a long-term
business alliance with Mr. Tariko's Russian Standard Vodka.
During that process, two entities shared responsibility for
safeguarding the interest of all CEDC constituencies from a
corporate governance standpoint: the Special Committee of
independent directors, headed by CEDC Vice Chairman N. Scott Fine,
and the Restructuring Committee, consisting of Mr. Tariko and Mr.
Fine and his fellow independent Director Markus Sieger.  These
committees were assisted by the firm of Skadden, Arps, Slate,
Meagher and Flom LLP as legal advisor, the firm of Houlihan Lokey
Capital Inc. as financial advisor, and the firm of Alvarez &
Marsal LLC as chief restructuring officer.

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

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

The terms of the Plan were described in the Amended and Restated
Offering Memorandum, Consent Solicitation Statement and Disclosure
Statement, dated March 8, 2013 (the Offering Memorandum), filed as
an exhibit to a tender offer statement on Schedule TO-I/A on March
8, 2013, as amended and supplemented by Supplement No. 1 to the
Offering Memorandum, dated March 18, 2013 (the Supplement), filed
as an exhibit to the Form 8-K filed on March 19, 2013.

                            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.


CHEROKEE SIMEON: AstraZeneca Unit's Ch. 11 Case Gets The Axe
------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy judge tossed an AstraZeneca PLC affiliate's Chapter 11
case, ending a squabble over a contaminated parcel of land near
San Francisco that the debtor has been accused of trying to avoid
cleaning up.

According to the report, both debtor Cherokee Simeon Ventures LLC
and secured creditor EnviroFinance Group LLC had asked the court
to ax the case, with EFG claiming it was filed in "bad faith," and
CSV arguing it didn't have any money to continue with the process.

                    About Cherokee Simeon

Cherokee Simeon Venture, I, LLC, is an AstraZeneca Plc affiliate
that owns a contaminated former acid-factory site in Richmond,
California.  Cherokee Simeon sought Chapter 11 protection (Bankr.
D. Del. Case No. 12-12913) on Oct. 23, 2012.  Cherokee Simeon
disclosed $33,600,000 in assets and $17,954,851 in debts in its
schedules.  Rafael Xavier Zahralddin-Aravena, Esq., at Elliott
Greenleaf represents the Debtor.


CHESAPEAKE ENERGY: Moody's Alters Ratings Outlook to Stable
-----------------------------------------------------------
Moody's Investors Service changed Chesapeake Energy Corporation's
rating outlook to stable from negative and affirmed the company's
Ba2 Corporate Family Rating (CFR) and Ba3 senior unsecured debt
ratings. The company's Speculative Grade Liquidity was also
affirmed at SGL-3.

"The stable outlook reflects Moody's expectation that Chesapeake
will be able to improve its leverage metrics this year and in 2014
through a combination of reserve and production growth and debt
reduction," commented Pete Speer, Moody's Vice President. "The
company has made significant progress in reducing its capital
spending, hedging its natural gas exposure and increasing its
available liquidity."

Issuer: Chesapeake Energy Corporation

Outlook Actions:

   Outlook, Changed To Stable From Negative

Affirmations:

   Corporate Family Rating, Affirmed Ba2

   Probability of Default Rating, Affirmed Ba2-PD

   Senior Unsecured Term Loan, Affirmed Ba3

   Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

   Senior Unsecured Conv./Exch. Bond/Debenture, Affirmed Ba3

   Senior Unsecured Shelf, Affirmed (P)Ba3

   Speculative Grade Liquidity, SGL-3

Ratings Rationale

Chesapeake's Ba2 CFR incorporates the benefits of its very large
proved reserve and production scale, sizable high quality acreage
positions in multiple basins across the US, low operating costs
and competitive drillbit finding and development (F&D) costs.
These credit strengths are offset by the company's high adjusted
debt and structural complexity resulting from a long history of
rapid growth through acreage acquisitions and capital spending
greatly in excess of cash flows. While Chesapeake still relies on
asset sales to fund its capital spending in excess of operating
cash flow, this funding gap has been reduced significantly in 2013
and 2014. The company appears to have sufficient financial
flexibility to continue growing its oil production while
completing enough asset sales over time to reduce debt and
financial leverage.

The company's corporate governance improvements and senior
management changes have yielded greater capital and financial
discipline in 2013. Chesapeake appears committed to harvesting oil
and, to a lesser extent, natural gas liquids production growth
from its existing asset base while divesting of non-core assets to
fill its funding gap and ultimately reduce debt. However, the
asset sales have tended to take longer to close than initially
expected. Consequently, Chesapeake's debt levels increased during
the first quarter of 2013 causing its leverage on proved developed
(PD) reserves (Debt/PD) to rise to nearly $14/boe and its cash
flow coverage of debt (retained cash flow (RCF)/Debt) to remain
weak at 16%.

Chesapeake's cash flow in 2013 will be much stronger than last
year because of its increased oil production volumes and higher
natural gas prices. The company has significantly hedged its oil
and natural gas production to lock in the higher cash flow.
Moody's expects Chesapeake's Debt/PD to decline towards $12/boe
over the remainder of 2013 through a combination of reserves
growth and debt reduction through asset sales. The company's
RCF/Debt should near 20% for 2013 and both leverage metrics should
continue to improve in 2014, supporting the stable outlook.

Moody's expects Chesapeake to maintain adequate liquidity into
2014, consistent with its SGL-3 rating. The company had $3.1
billion of available borrowing capacity on its corporate revolver
at March 31, 2013 and approximately $1.4 billion of asset sales
under contract at May 8, 2013. The proceeds from contracted asset
sales and revolver availability should be sufficient to fund
anticipated capital expenditures in excess of operating cash flows
into 2014. The company's hedged cash flows should result in good
headroom for compliance with revolver covenants through the first
quarter of 2014. Chesapeake will need to complete further asset
sales to achieve any debt reduction and maintain ample revolver
availability as the year progresses.

If Chesapeake is not able to reduce its adjusted debt and
corresponding leverage metrics as expected then its ratings could
be downgraded. Debt/PD reserves above $12/boe, RCF/Debt below 20%
or Debt/Average Daily Production above $35,000/boe on a sustained
basis could result in a ratings downgrade. A ratings upgrade
appears unlikely in 2013. In order for the ratings to be upgraded
to Ba1, Chesapeake's leverage metrics have to improve much more
than expected and its liquidity will have to strengthen further
and be much less reliant on asset sales. Debt/PD, Retained Cash
Flow (RCF)/Debt and Debt/Average Daily Production approaching
$9/boe, 35% and $25,000/boe on a sustainable basis could result in
a ratings upgrade to Ba1.

The Ba3 ratings on the company's senior unsecured notes and term
loan reflects both the overall probability of default of
Chesapeake, to which Moody's assigns a PDR of Ba2-PD, and a loss
given default of LGD 4 (62%, changed from 69%). Chesapeake has a
$4 billion senior secured revolving credit facility. The size of
the potential priority claim to the assets relative to the senior
unsecured debt outstanding results in the unsecured debt being
rated one notch beneath the Ba2 CFR under Moody's Loss Given
Default Methodology.

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

Chesapeake Energy Corporation is an independent exploration and
production company based in Oklahoma City, Oklahoma.


CHESAPEAKE OILFIELD: Moody's Changes Ratings Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service changed Chesapeake Oilfield Operating
L.L.C.'s (COO) rating outlook to stable from negative and affirmed
the company's Ba2 Corporate Family Rating (CFR) and Ba3 senior
unsecured debt ratings. COO is a wholly-owned subsidiary of
Chesapeake Energy Corporation (CHK).

"Chesapeake Oilfield's outlook was changed to stable in reflection
of the stabilization in Chesapeake Energy, its parent company and
primary customer," said Pete Speer, Moody's Vice President. "The
company's ratings and outlook incorporate its sizable asset base,
reasonable financial leverage and strategic importance to
Chesapeake Energy."

Issuer: Chesapeake Oilfield Operating

Outlook Actions:

   Outlook, Changed To Stable From Negative

Affirmations:

   Corporate Family Rating, Affirmed Ba2

   Probability of Default Rating, Affirmed Ba2-PD

   US$650M 6.625% Senior Unsecured Regular Bond/Debenture,
   Affirmed Ba3

Ratings Rationale

COO's Ba2 Corporate Family Rating (CFR) reflects the company's Ba3
stand-alone credit profile and a one-notch ratings lift for its
strategic importance to CHK (Ba2 stable) and the contractual
commitments between the companies. CHK has made significant
investments in drilling rigs and other oilfield services assets to
ensure the availability of these assets to meet its development
needs. CHK has contractually committed to a minimum level of
drilling rig and pressure pumping equipment utilization to provide
COO with a base level of cash flows to reduce, but not eliminate,
the inherent cyclicality of its earnings. COO has a sizable asset
base that is comparable in quality and geographic diversification
with other Ba3 rated oilfield services and B1 rated drilling
peers.

Despite CHK's significant decrease in overall capital spending in
2013, COO's EBITDA is expected to only modestly decline from 2012
levels. Contractual earnings from its new pressure pumping assets
are somewhat offsetting COO's lower earnings from the decreased
drilling rig utilization for CHK. COO's planned growth capital
expenditures for 2013 are greatly reduced from 2012 levels,
allowing the company to generate modest free cash flow for debt
reduction in 2013. This should result in the company's Debt/EBITDA
staying relatively flat at around 3x for 2013 and then declining
in 2014 as growth capital expenditures recede to minimal levels
allowing for further debt reduction.

Moody's expects COO to have adequate liquidity through the middle
of 2014 based on the company's reduced capital spending in 2013
and 2014 and resulting free cash flow. At March 31, 2013, the
company had only $92 million of availability on its $500 million
revolving credit facility and minimal cash balances. While this is
relatively tight borrowing capacity for a company of COO's size,
CHK's contractual obligations to COO for drilling rig and other
equipment utilization enhances the predictability of its cash
flows. Therefore the company's revolver availability should be
sufficient for working capital fluctuations. COO has good headroom
under its covenants that Moody's expects will continue into 2014.

The Ba3 ratings on the company's senior unsecured notes reflects
both the overall probability of default of COO, to which Moody's
assigns a PDR of Ba2-PD, and a loss given default of LGD 5 (71%).
COO has a $500 million senior secured revolving credit facility
that matures in 2016. The size of the potential priority claim to
the assets relative to the senior unsecured debt outstanding
results in the unsecured debt being rated one notch beneath the
Ba2 CFR under Moody's Loss Given Default Methodology.

The ratings for COO could be downgraded if CHK's ratings are
downgraded. COO's ratings could also be downgraded if the
company's financial leverage were to meaningfully increase from
present levels. Debt/EBITDA above 3.5x could result in a ratings
downgrade. In order for COO's ratings to be upgraded CHK's ratings
would have to be upgraded and COO would have to improve its stand-
alone credit profile to Ba2. Debt/EBITDA approaching 2x could be
supportive of a higher stand-alone credit profile.

The principal methodology used in this rating was Global Oilfield
Services 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.

Chesapeake Oilfield Operating, L.L.C. provides land drilling,
pressure pumping, rig mobilization, oil and water handling and
other oilfield services in multiple basins in the United States.
It's owner and primary customer is Chesapeake Energy Corporation.


CHRIST HOSPITAL: Confirms Chapter 11 Plan Giving 5% Recovery
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Christ Hospital which sold the 367-bed acute-care
hospital in July, secured the signature of the bankruptcy judge on
a June 4 confirmation order approving a liquidating plan where
unsecured creditors stand to recover 5 percent on their $189.3
million in claims.

According to the report, although the sticker price was $45.3
million, cash proceeds were $38.4 million, leaving $17.4 million
after paying off $21 million in first-lien debt.  The Pension
Benefit Guaranty Corp. filed a claim for $160 million and
contended that $33 million was secured.  As the product of
negotiations, the PBGC agreed to accept $4 million in cash in
satisfaction of all claims, secured and unsecured.

The report notes that the result was a net of about $9.6 million
left for unsecured creditors with claims totaling $189.3 million,
according to the court-approved disclosure statement.  Unsecured
creditors were almost unanimous in voting for the plan.  The
official creditors' committee was a co-proponent of the plan.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D.N.J.
Case No. 12-12906) on Feb. 6, 2012. Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County. The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer. Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through. Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel. Alvarez & Marsal North America LLC serves as financial
advisor. Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.

Attorneys at Sills, Cummis & Gross, P.C., represent the Official
Committee of Unsecured Creditors.

On March 27, 202, Judge Stern approved the sale of the Hospital's
assets to Hudson Hospital Holdo, LLC. Hudson bid $45,271,000 for
the Hospital's assets. The sale of the Debtor's assets to Hudson
closed on July 13, 2012.


COACH AMERICA: Court Dismisses Chapter 11 Cases
-----------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware entered an order dismissing the Chapter 11 cases of Coach
Am Group Holdings Corp., et al.

A holdback amount is reserved to pay, among other things, the
ordinary course trade payables to Bridgestone Americas Tire
Operations, LLC, incurred by the Debtors between the Petition Date
and the closing date of the last sale of the Debtors' assets.  The
disputes over the holdback amount will be heard by the Court on
July 11, 2013, at 10:00 a.m.

AIG, which filed an administrative claim in the amount of
$36,225,178, and a general unsecured claim, will have the right to
apply the letter of credit proceeds or any other collateral,
offset or recoupment funds it may hold to the AIG claims.

Roberta A. DeAngelis, the United States Trustee for Region 3,
objected to the request for the dismissal of the Chapter 11 cases
complaining that the dismissal should be addressed through a
Chapter 11 plan process as set forth in the Bankruptcy Code.

                      About Coach America

Coach America -- http://www.coachamerica.com/-- was the largest
tour and charter bus operator and the second largest motorcoach
service provider in the U.S.  Coach America operated the second
largest fleet in the U.S. with over 3,000 vehicles, including over
1,600 motorcoaches, primarily under the Coach America, American
Coach Lines and Gray Line brands.

Coach America Holdings Inc. and its U.S.-based subsidiaries filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D. Del. Lead Case No. 12-10010) on Jan. 3, 2012.  Judge Kevin
Gross presides over the case.  Coach America's investment banker
is Rothschild Inc., legal counsel are Lowenstein Sandler PC and
Polsinelli Shughart, and its financial advisor is Alvarez & Marsal
North America LLC.  BMC Group Inc. serves as the Debtors' notice,
claims and balloting agent.

Coach America disclosed $274 million in assets and $402 million in
liabilities as of Nov. 30, 2011.  Liabilities include $318.7
million owing on first-lien debt with JPMorgan Chase Bank NA as
agent.  Second-lien debt, with Bank of New York Mellon Corp. as
agent, is $30.5 million.

Attorneys for JPMorgan, as Prepetition First Lien Agent and DIP
Agent, are Brian M. Resnick, Esq., at Davis Polk & Wardwell LLP;
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.

In February 2012, Coach America named Laura Hendricks, the
company's vice president for business development, as its new
chief executive.


COASTAL CONDOS: Can Employ Huffman & Company as Accountants
-----------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Coastal Condos, LLC, to
employ Anthony L. Huffman, CPA, and the firm of Huffman & Company
to provide accounting services.

As reported in the Troubled Company Reporter on May 30, 2013,
Mr. Huffman will prepare tax returns, review and potentially amend
prior tax returns, construct the Debtor's books and records and
prepare monthly operating reports for hourly rates ranging from
$150 to $300.

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

                        About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

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


COASTAL CONDOS: Has Interim Approval to Employ General Counsels
---------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida authorized, on an interim basis,
Coastal Condos, LLC to employ Derek A. Henderson, Esq., and David
R. Softness, Esq. and the law firm of David R. Softness, P.A., as
general counsels.

The Court will conduct a final hearing on June 11, 2013, at 2:00
p.m., to consider employment of these counsels.

As reported in the Troubled Company Reporter on May 30, 2013,
Mr. Softness has received a retainer in the amount of $75,000.
The hourly rate of Mr. Softness, the attorney who will be
principally responsible for his firm's representation of the
Debtor, is $450.

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

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

                        About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

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


CODA HOLDINGS: U.S. Trustee Opposes Insider Sale
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although the Coda Holdings Inc. creditors' committee
resolved objections to the sale of the one-time maker of electric
autos, the U.S. Trustee was slated to appear in court June 5
contending that the proposed sale in exchange for debt isn't in
creditors' best interests.

The report notes that in papers filed this week, the U.S. Trustee
described how the company is being sold to insiders and said that
Coda may be unable to pay claims entitled to priority or expenses
incurred during the Chapter 11 effort.  The Justice Department's
bankruptcy watchdog noted that several million dollars in loans to
executives were forgiven before bankruptcy and won't be pursued.

The report relates that an affiliate of Fortress Investment Group
LLC is a holder of $15.8 million of the notes to be exchanged for
ownership and is 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.


COMARCO INC: Amends Fiscal 2013 Annual Report
---------------------------------------------
Comarco, Inc., has amended its annual report on Form 10-K for the
fiscal year ended Jan. 31, 2013, for the purpose of including
information that was to be incorporated by reference from the
Company's definitive proxy statement pursuant to Regulation 14A of
the Securities Exchange Act of 1934, as amended.  The Company will
not file its proxy statement within 120 days of its fiscal year
ended Jan. 31, 2013, and is therefore amending and restating in
their entirety Items 10, 11, 12, 13 and 14 of Part III of the
Report.  In addition, in connection with the filing of this
Amendment and pursuant to Rule 13a-14 under the Exchange Act, the
Company included with the Amendment currently dated
certifications.  A copy of the Amended Form 10-K is available for
free at http://is.gd/2JKE1M

                        About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco disclosed a net loss of $5.59 million on $6.33 million of
revenue for the year ended Jan. 31, 2013, as compared with a net
loss of $5.31 million on $8.06 million of revenue for the year
ended Jan. 31, 2012.  The Company's balance sheet at Jan. 31,
2013, showed $3.21 million in total assets, $9.98 million in total
liabilities and a $6.77 million total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, 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 and
negative cashflow from operations, has negative working capital
and uncertainties surrounding the Company's ability to raise
additional funds.  These factors, among others, raise substantial
doubt about its ability to continue as a going concern.


COMPETITIVE TECHNOLOGIES: Incurs $3 Million Net Loss in 2012
------------------------------------------------------------
Competitive Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2012.  The Company incurred a net loss of $3
million on $546,139 of gross profit from product sales in 2012, as
compared with a net loss of $3.59 million on $1.86 million of
gross profit from product sales in 2011.

As of Dec. 31, 2012, the Company had $4.77 million in total
assets, $8.8 million in total liabilities and a $4.02 million
total shareholders' deficit.

Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman
McCann P.C.), 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 incurred operating losses since fiscal year
2006.  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/PJYqAQ

                   About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.


CONEXANT SYSTEMS: Soros to Take Control via Chapter 11 Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Conexant Systems Inc. is about to be acquired in
exchange for debt by Soros Fund Management LLC.  A U.S. bankruptcy
judge in Delaware said at a hearing June 4 that she will sign a
confirmation order closing the prepackaged Chapter 11
reorganization begun Feb. 28.

So unsecured creditors wouldn't oppose the plan, the pot was
increased to $2.9 million from $2 million.  In addition, secured
lenders agreed to waive their $114.5 million deficiency claim,
thus not depleting the recovery by unsecured creditors.

According to the report, as a result, the disclosure statement
shows a predicted 6 percent to 9 percent recovery for unsecured
creditors.  Soros owns $195.5 million in 11.25 percent senior
secured notes.  In exchange for the debt, Soros receives all the
new stock plus a $76 million unsecured note to be issued by the
reorganized holding company, for a predicted 41 percent recovery.

The report notes that QP SFM Capital Holdings Ltd. is the Soros
company holding the debt.

                      About Conexant Systems

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.


CONVERTED ORGANICS: Acquires Finjan in Reverse Merger Transaction
-----------------------------------------------------------------
Converted Organic Inc., now known as Finjan Holdings, Inc., has
acquired Finjan, Inc.

Converted Organics entered into an Agreement and Plan of Merger,
dated as of June 3, 2013, by and among the Company, COIN Merger
Sub, Inc., a wholly-owned subsidiary of the Company, and Finjan,
Inc.  The Reverse Merger was effective as of June 3, 2013, upon
the filing of a certificate of merger with the Secretary of State
of the State of Delaware.

Effective as of 12:01 a.m. on June 3, 2013, prior to the
consummation of the Reverse Merger, the Company effected a
1-for-500 reverse stock split of its issued and outstanding shares
of common stock immediately following the effectiveness of which
every 500 issued and outstanding shares of the Company's common
stock automatically converted into one share of the Company's
common stock.

The Company intends to carry on Finjan's business as its principal
line of business, although the Company continues to operate its
organic fertilizer business through Converted Organics of
California, LLC, a wholly owned subsidiary of the Company.

On June 3, 2013, as a condition to the closing of the Reverse
Merger, the Company entered into an Exchange Agreement with each
of Hudson Bay Master Fund Ltd., and Iroquois Master Fund Ltd.
Pursuant to the Exchange Agreement, immediately following the
effectiveness of the Reverse Merger, Hudson Bay and Iroquois
exchanged an aggregate of $1,192,500 principal amount of our
convertible notes, 13,281 shares of the Company's 1 percent Series
A Convertible Preferred Stock and warrants to purchase an
aggregate of 633,327,047 shares of the Company's common stock for
an aggregate of 21,473,628 shares of the Company's common stock,
or 8 percent of the Company's outstanding common stock immediately
following the Reverse Merger on a fully-diluted basis immediately
following the Effective Time.

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/mh3nYp

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

                        http://is.gd/7vs4Jf

                     About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.

Converted Organics disclosed a net loss of $8.42 million in 2012,
as compared with a net loss of $17.98 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $2.66 million in
total assets, $5.19 million in total liabilities, and a $2.53
million total stockholders' deficit.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
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 that raises substantial doubt about the
Company's ability to continue as a going concern.


COSTA BONITA: To Pay Asociacion Admin. Claim, Opposes Dismissal
---------------------------------------------------------------
Costa Bonita Beach Resort, Inc., early last month filed with the
Bankruptcy Court an objection to Asociacion de Condomines de Costa
Bonita's motion to dismiss or convert Costa's Chapter 11 case.

Asociacion claims that the Debtor owes it $52,894 for postpetition
administrative expenses consisting of the Debtor's share of the
Asociacion's fees.  Asociacion requests the Court to enter an
order directing Debtor to pay Asociacion the amount of $52,894, or
dismiss or convert the instant case to Chapter 7.

The Debtor relates that it is willing to pay $15,846 to Asociacion
immediately and will be making $2,000 per month payments on
account of its administrative claim thereto and will pay the
balance with the transfer of units as set forth in the Plan, which
is an acceptable way to Asociacion to deal with its pre- and post-
petition claims.

In this connection, the Debtor says that conversion or dismissal
of the Debtor's case would be detrimental to the Debtor's and all
of its creditors given that the Debtor can pay Asociacion's
administrative claim in full.  The Debtor says Only DF Servicing,
LLC, would take advantage of such a result and would be able to
foreclose on its mortgage on the Costa Bonita Beach Resort
Project, leaving nothing for anybody else.

                        About Costa Bonita

Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa
Bonita Beach Resort in Culebra, Puerto Rico.  It filed a
bankruptcy petition under Chapter 11 of the Bankruptcy Code for
the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009.
During this case, the Court entered an Opinion and Order finding
that the Debtor satisfied all three (3) prongs of the Single Asset
Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec.
362(d)(3). The Court also entered an Order modifying the automatic
stay to allow creditor DEV, S.E., to continue in state court
proceedings for the removal of the illegal easement and the
restoration of DEV, S.E.'s land to its original condition by the
Debtor.  The first bankruptcy petition was dismissed on May 10,
2011 on the grounds that the Debtor failed to comply with an April
21, 2011 Order and the Debtor's failure to maintain adequate
insurance.  The case was subsequently closed on Oct. 11, 2011.

Costa Bonita Beach Resort filed a second bankruptcy petition
(Bankr. D.P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San
Juan, Puerto Rico.  In the 2012 petition, the Debtor said assets
are worth $15.1 million with debt totaling $14.2 million,
including secured debt of $7.8 million.  The apartments are valued
at $9.6 million while a restaurant and some commercial spaces at
the resort are valued at $3.67 million.  The apartments serve as
collateral for the $7.8 million while the commercial property is
unencumbered.

Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case.
Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case.
The petition was signed by Carlos Escribano Miro, president.


CPI CORP: Lifetouch Aims to Buy Photo Equipment for $3.3 Million
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lifetouch Portrait Studios Inc. will pay $3.3 million
for the equipment belonging to CPI Corp. unless a better offer
turns up at an auction on June 24.

According to the report, the bankruptcy judge approved auction and
sale procedures on May 31.  Competing offers, which must be at
least $3.5 million, are due June 21.  If an auction is held,
the date is June 24.  A hearing to approve sale will take place
June 26.  CPI had photo studios in Wal-Mart Stores Inc., Sears
Holdings Corp. and Toys "R" Us Inc. stores, among others.

                         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.


CRESTWOOD HOLDINGS: S&P Raises Corp. Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Crestwood Holdings LLC to 'B' from 'B-'
and removed the rating from CreditWatch, where it had been placed
with positive implications on May 6, 2013.  The outlook is stable.
S&P also assigned its 'B' issue-level rating and '4' recovery
rating to Crestwood Holdings' $400 million term loan B due 2020.

The actions followed Inergy Midstream Partners's announcement that
it will merge with CMLP.  The rating action reflects Crestwood
Holdings' enhanced cash flow diversity, due to the increased size
and scale of the combined master limited partnership from which it
will get its cash flow, and lower consolidated leverage as a
result of the transaction leads to an improved credit profile.
S&P expects Crestwood Holdings' consolidated financial leverage to
be about 4.5x to 5x in 2013, compared with S&P's previous
expectations of about 7x to 7.5x.  Crestwood Holdings' credit
profile will also benefit from Inergy's predominately fee-based
cash flow related to natural gas transportation, storage, and
crude oil logistics businesses, which in S&P's view has a lower
business risk than CMLP's gathering and processing business.
Crestwood Holdings, a privately held company (private equity firm
First Reserve holds a majority interest) controls CMLP's general
partnership, and owns about 40% of the limited partnership units.
Pro forma for the transaction (expected to close this year), S&P
expects Crestwood Holdings to assume control of Inergy L.P.'s
general partner in addition to owning about 14% of Inergy
Midstream Partners' limited partnership units and 29% of Inergy
L.P.'s limited partnership's units.

"The stable outlook on Crestwood Holdings LLC reflects our
expectations that upstream distributions from the new entity and
Inergy L.P. will cover debt service by roughly 2x," said Standard
& Poor's credit analyst Nora Pickens.

While Holdings' rating is closely linked to S&P's assessment of
the new entity's creditworthiness, a weaker credit profile at the
entity would not necessarily lead to a lower rating on Holdings,
unless S&P believes distributions to Holdings would fall.  S&P
could lower the ratings if it believed Holdings' consolidated
leverage exceeded 6x for a sustained period.  It is unlikely that
S&P would raise the rating during the next 12 to 18 months, given
its view of the new entity's creditworthiness and the inherent
risk associated with Holdings' cash flow streams.  However, S&P
could consider raising the rating if it believed Holdings could
maintain consolidated debt to EBITDA of less than 3x.


CUMULUS MEDIA: Moody's Keeps B2 Corp Family Rating, Stable Outlook
------------------------------------------------------------------
Moody's Investors Service changed Cumulus Media, Inc.'s
Speculative Grade Liquidity (SGL) Rating to SGL-2 from SGL-3
reflecting improved access to the senior secured revolver due to
the recent amendment of the 1st lien credit agreement. The
amendment reduces the revolver commitment to $150 million from
$300 million, but replaces the total net leverage test with a 1st
lien net leverage requirement enabling full access to the
revolver. All other ratings including the B2 Corporate Family
Rating (CFR) are unchanged, as is the stable outlook.

Issuer: Cumulus Media Inc.

   Speculative Grade Liquidity (SGL) Rating: Upgraded to SGL-2
   from SGL-3

Ratings Rationale

The company's B2 corporate family rating reflects high debt-to-
EBITDA of 7.3x (including Moody's standard adjustments, and
treating preferred shares as 75% debt) for LTM March 31, 2013.
Leverage remains elevated due to revenue and EBITDA falling below
expected levels for the six months ended March 31, 2013 which
prompted the downgrade in the corporate family rating earlier this
year. Management indicated that pro forma revenues decreased $5.6
million or 2.5% in 1Q2013 compared to 1Q2012 reflecting lower
political revenue, the winding down of unfavorable legacy Citadel
barter transactions, and challenges related to its syndicated talk
segment. Despite earlier positive pacing reports for 2Q2013, debt
ratings are pressured by challenges related to turning around 10
underperforming stations in eight of its larger markets which are
expected to breakeven in the second half of 2013. Management
indicates that four of these 10 stations have successfully been
turned around. The company's national scale, geographic and market
size diversity as well as expected run rate EBITDA margins
exceeding 37% (including Moody's standard adjustments) support
ratings. Cumulus is focused on debt reduction and paid down $35.6
million of term loan debt in April 2013 as required by excess cash
flow provisions. "We expect voluntary prepayments in the second
half of this year which will help to reduce leverage in the
absence of EBITDA growth. Ratings incorporate the cyclical nature
of radio advertising demand evidenced by the revenue declines
suffered by radio broadcasters during the past recession and by
the sluggish growth witnessed following the downturn. Looking
forward, revenue growth is expected to be flat in 2013 due in part
to the absence of significant political advertising. Moody's
expects Cumulus to generate roughly $175 million of annual free
cash flow versus our prior estimate of $200 million to reflect
management's comments that it expects to invest roughly $25
million annually in CBS Sports Radio, Nash FM and related country
format branding, its Traffic network, as well as SweetJack,"
Moody's said.

The revised SGL-2 liquidity rating reflects good liquidity due to
the amendment of the 1st lien credit agreement. Previously Cumulus
had limited access to the revolver commitment given reported total
net leverage ratios in excess of the 6.50x test for March 31,
2013. The amendment replaces the restrictive total net leverage
ratio covenant with a 1st lien net leverage test of 4.50x for June
30, 2013 which step downs by 0.25x increments to 3.75x by the end
of 2014. Moody's believes Cumulus will have full access to the
revolver facility given estimated 1st lien leverage of roughly
3.2x based on reported results for LTM March 31, 2013. "We expect
the company to maintain a minimum EBITDA cushion of 25% over the
next 12-18 months. We note this financial maintenance covenant
will continue to be measured only if there are advances under the
revolver commitment. Liquidity is also supported by more than $5
million of balance sheet cash plus positive annual free cash
flow," Moody's said.

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

Headquartered in Atlanta, GA, Cumulus Media Inc. is the largest
pure-play radio broadcaster in the U.S. with approximately 517
stations (including under LMAs) in 108 markets and nationwide
radio networks serving over 5,000 affiliates. Cumulus is publicly
traded with Crestview Radio Investors, LLC owning an estimated 27%
interest adjusted for the exercise of penny warrants. The Dickey
family owns roughly 8% with Canyon Capital Advisors LLC owning
11%, and the remainder being widely held. Net revenues totaled
approximately $1.1 billion for LTM March 31, 2013


DAYBREAK OIL: Incurs $2.2 Million Net Loss in Fiscal 2013
---------------------------------------------------------
Daybreak Oil and Gas, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $2.23 million on $974,680 of revenue for the year
ended Feb. 28, 2013, as compared with a net loss of $1.43 million
on $1.31 million of revenue for the year ended Feb. 29, 2012.

The Company's balance sheet at Feb. 28, 2013, showed $2.61 million
in total assets, $5.98 million in total liabilities and a $3.36
million total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Feb. 28, 2013.  The independent auditors noted that
Daybreak Oil suffered losses from operations and has negative
operating cash flows, which raises substantial doubt about its
ability to continue as a going concern.

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

                       http://is.gd/uFt8O3

                        About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.


DENNY'S CORP: Stockholders Elect 11 Directors
---------------------------------------------
The Annual Meeting of Stockholders of Denny's Corporation was held
on May 23, 2013, at which the Company's stockholders:

    (1) elected Gregg R. Dedrick, Jose M. Gutierrez, George W.
        Haywood, Brenda J. Lauderback, Robert E. Marks, John C.
        Miller, Louis P. Neeb, Donald C. Robinson, Debra Smithart-
        Oglesby, Laysha Ward and Mark Wolfinger as directors for
        the ensuing year;

    (2) ratified the appointment of KPMG LLP as the independent
        registered public accounting firm of Denny's Corporation
        and its subsidiaries for the year ending Dec. 25, 2013;
        and

    (3) approved the compensation paid to the Company's named
        executive officers.

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

Denny's Corporation reported net income of $22.31 million for the
fiscal year ended Dec. 26, 2012, as compared with net income of
$112.28 million for the fiscal year ended Dec. 28, 2011.  The
Company's balance sheet at March 27, 2013, showed $311.29 million
in total assets, $309.47 million in total liabilities and $1.81
million in total shareholders' equity.

KPMG LLP, in Greenville, South Carolina, did not issue a "going
concern" qualification on the consolidated financial statements
for the fiscal year ended Dec. 26, 2012.

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of Denny's
Corporation until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


DIALOGIC INC: Stockholders Elect Two Directors
----------------------------------------------
At the 2013 Annual Meeting of Stockholders of Dialogic Inc. which
was held on May 29, 2013, the Company's stockholders:

   (1) elected Kevin Cook and Giovani Richard Piasentin as
       directors to hold office until the 2016 Annual Meeting of
       Stockholders;

   (2) approved the issuance of 1,442,172 shares of the Company's
       common stock issued pursuant to the subscription agreement
       entered into by and among the Company and certain investors
       on Feb. 7, 2013, in connection with the restructuring of
       the Company's debt obligations;

   (3) approved the one-time stock option exchange program which
       would allow employees, officers and directors of the
       Company and its affiliates to surrender certain outstanding
       stock options for cancellation in exchange for new stock
       awards;

   (4) approved the compensation of the Company's named executive
       officers; and

   (5) indicated "3 Years" as the preferred frequency of
       stockholders' advisory vote on the executive
       compensation of the Company's named executive officers.

In addition to the directors elected, each of Nick DeRoma and
Rajneesh Vig will continue to serve as directors until the 2014
Annual Meeting of Stockholders and until his successor is elected
and has qualified, or until his earlier death, resignation or
removal.  Each of Dion Joannou, Patrick Jones and W. Michael West
will continue to serve as directors until the 2015 Annual Meeting
of Stockholders and until his successor is elected and has
qualified, or until his earlier death, resignation or removal.

                           About Dialogic

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

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

                        Bankruptcy Warning

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


DIOCESE OF SPOKANE: Judge Orders Dismissal of Case vs. Paine
------------------------------------------------------------
A U.S. district judge ordered the dismissal of a lawsuit filed by
the Catholic Diocese of Spokane against Paine Hamblen LLP and
several others over alleged legal malpractice or negligence.

In a May 15 decision, Judge Thomas Rice of the U.S. District Court
for the Eastern District of Washington ordered the dismissal of
the lawsuit for "lack of subject matter jurisdiction."

Citing the doctrine laid out in Barton v. Barbour, 104 U.S. 126,
127 (1881), the judge said the diocese did not obtain leave of the
bankruptcy court before filing the lawsuit against the defendants
for acts done in their official capacity.

"Under the dictates of the Barton doctrine, this court lacks
subject matter jurisdiction over the claims in this suit," Judge
Rice said.

The Barton doctrine, established by the Supreme Court in 1881,
provides that before suit can be brought against a court-appointed
receiver, leave of the court by which he was appointed must be
obtained.

"The allegations in plaintiff's complaint arise directly from, and
are based entirely on, defendants' conduct as counsel for
plaintiff debtor in the underlying Chapter 11 proceeding," Judge
Rice said.

The Catholic Diocese of Spokane initially filed the lawsuit in
Spokane County Superior Court on Sept. 21, 2012.  The case was
removed to the district court on Oct. 30, 2012.

The case is THE CATHOLIC BISHOP OF SPOKANE, a/k/a THE CATHOLIC
DIOCESE OF SPOKANE, a Washington corporation sole, Plaintiff, v.
PAINE HAMBLEN, LLP, a Washington limited liability partnership
f/k/a PAINE HAMBLEN, COFFINE, BROOKE & MILLER, LLP; GREGORY JOHN
ARPIN, individually, and the martial community composed of GREGORY
JON ARPIN and JANE DOE ARPIN, SHAUN McKEE CROSS, individually and
the marital community composed of SHAUN McKEE CROSS and JANE DOE
CROSS, Defendants, No. 12-CV-0583-TOR (E.D. Wash.).  A full-text
copy of Judge Rice's Decision dated May 15, 2013, is available for
free at http://is.gd/BCaqS7from Leagle.com.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DIOCESE OF WILMINGTON: Court Orders St. Dennis to Pay J. Curry
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
order granting in part, and denying in part, Joseph Curry's motion
to enforce an earlier decision resolving his objection to the
Chapter 11 plan of The Catholic Diocese of Wilmington, Inc.

The court order requires St. Dennis Roman Catholic Church to pay
$75,000 to Mr. Curry, which is the remaining consideration for the
withdrawal of his objection to the bankruptcy plan.

The order denied the motion with prejudice to the extent it seeks
relief against the reorganized diocese.

Mr. Curry asked the bankruptcy court last year to force the
diocese and St. Dennis to pay $175,000 to his legal counsel,
Joseph W. Benson P.A. and Jacobs & Crumplar P.A., to satisfy the
terms of the court's decision issued in July 2011.

The 2011 order amended the plan so as to carve out Mr. Curry's
judgment from the channeling injunction, and confirmed his claim
against St. Dennis would be treated as a Class 3A Claim under the
plan, payable from a settlement trust.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  In 2009, the
Delaware diocese became the seventh Roman Catholic diocese to file
for Chapter 11 protection to deal with lawsuits for sexual abuse.
Previous filings were by the dioceses in Spokane, Washington;
Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks,
Alaska; and San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D. Del. Case
No. 09-13560) on Oct. 18, 2009.  Attorneys at Young Conaway
Stargatt & Taylor, LLP, serve as counsel to the Diocese.  The
Ramaekers Group, LLC, is the financial advisor.  The petition says
assets range $50 million to $100 million while debts are between
$100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DIOCESE OF WILMINGTON: Files Post-Confirmation Report for 1st Qtr.
------------------------------------------------------------------
The Catholic Diocese of Wilmington Inc. reported that for the
quarterly period Jan. 1 to March 31, 2013, it had $3,113,268
ending cash balance at Citizen's Bank and $21,211,866 at
Wilmington Trust.  For that period, the diocese had cash totaling
$31.69 million and made disbursements totaling $7.37 million.

A full-text copy of the post-confirmation report is available for
free at http://bankrupt.com/misc/wilmpostcon0313.pdf

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  In 2009, the
Delaware diocese became the seventh Roman Catholic diocese to file
for Chapter 11 protection to deal with lawsuits for sexual abuse.
Previous filings were by the dioceses in Spokane, Washington;
Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks,
Alaska; and San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D. Del. Case
No. 09-13560) on Oct. 18, 2009.  Attorneys at Young Conaway
Stargatt & Taylor, LLP, serve as counsel to the Diocese.  The
Ramaekers Group, LLC, is the financial advisor.  The petition says
assets range $50 million to $100 million while debts are between
$100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DORN'S LIQUOR: Case Summary & 7 Unsecured Creditors
---------------------------------------------------
Debtor: Dorn's Liquor Incorporated
        1750 Dobbs Rd.
        Saint Augustine, FL 32084

Bankruptcy Case No.: 13-03315

Chapter 11 Petition Date: May 30, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Undine C. Pawlowski, Esq.
                  ANASTASIA LAW, PL
                  107 A 11th St.
                  St. Augustine, FL 32080
                  Tel: (904) 236-6243
                  Fax: (904) 239-5505
                  E-mail: undine@anastasialaw.net


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

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

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/flmb13-3315.pdf

The petition was signed by Thomas C. Dorn, president.


DUNLAP OIL: Hearing on Further Use of Cash Collateral on June 12
----------------------------------------------------------------
A bankruptcy judge in Tucson, Arizona, will convene a hearing on
June 12 to consider a request by Dunlap Oil Company, Inc., and
Quail Hollow Inn LLC for continued access to cash collateral, as
well as a response from Canyon Community Bank, N.A. on the
Debtors' use of cash.

The Debtors are seeking Court permission to use cash collateral
pending the final confirmation hearing to commence on June 12.
The Debtors stated that various interested parties are adequately
protected in the case through replacement liens granted under the
prior cash collateral orders.

According to Canyon Community Bank, it agreed to the Debtors'
continued use of cash collateral until the hearing on confirmation
of the Debtors' plan, which is scheduled for June 12-13, 2013.
CCB agreed to the use of cash collateral with these limitations:

   1) the Debtors will not use cash collateral to pay legal or
      other professional expenses; and

   2) in all other respects, the Debtors' use of cash collateral
      will conform strictly to the budget attached to their
      motion.

CCB says that any requests for additional extensions of the
Debtors' authority to use cash collateral must be considered on a
month-to-month basis.

        About Dunlap Oil Company and Quail Hollow Inn

Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 12-23252 and
12-23256) on Oct. 24, 2012.  Founded in 1958, Dunlap Oil is a
Willcox, Arizona-based operator of 14 gasoline services stations.
QOH owns the 89-room outside corridor Best Western Plus Quail
Hollow hotel in Willcox.  The two companies are owned and operated
by the Dunlap family.

Judge James M. Marlar presides over the case.  John R. Clemency,
Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy, P.A.,
serve as the Debtors' counsel.  Peritus Commercial Finance LLC
serves as financial advisor.  Quail Hollow Inn also hired Sally M.
Darcy of McEvoy Daniels & Darcy P.C. for the limited purpose of
handling any claims, issues, and/or disputes between QHI and Best
Western International, Inc.  The Debtors' lead counsel, Gallagher
& Kennedy, P.A., has a conflict precluding its representation of
the Debtor in matters relating to Best Western.

QOH declared assets of at least $1 million and debts exceeding
$10 million.  DOC estimated assets and debts of $10 million to
$50 million.

The petitions were signed by Theodore Dunlap, president.

Ilene J. Lashinsky, the U.S. Trustee for Region 14, has appointed
three creditors to serve on an Official Committee of Unsecured
Creditor for the Chapter 11 bankruptcy case of Dunlap Oil Company.
The Committee tapped Nussbaum Gillis & Dinner, P.C. as its
counsel.

Pineda Grantor Trust II, successor-in-interest to Compass Bank, is
represented by Steven N. Berger, Esq., and Bradley D. Pack, Esq.,
at Engelman Berger, P.C.

Canyon Community Bank NA is represented by Pat P. Lopez III, Esq.,
Rebecca K. O'Brien, Esq., and Jeffrey G. Baxter, Esq., at Rusing
Lopez & Lizardi, P.L.L.C.


DYNEGY MIDWEST: Fitch Affirms, Then Withdraws 'B-' IDR
------------------------------------------------------
Fitch Ratings has affirmed Dynegy Midwest Generation, LLC's
(CoalCo) Issuer Default Rating (IDR) at 'B-' and Dynegy Power,
LLC's (GasCO) IDR at 'B'. The Outlooks are Stable. Fitch has also
affirmed the secured debt ratings at CoalCo at 'B+/RR2' and at
GasCo at 'BB/RR1'. The agency has simultaneously withdrawn all the
ratings.

The ratings have been withdrawn since all the outstanding debt at
these entities has been repaid. For further information on key
rating drivers and key rating sensitivities, see 'Fitch Upgrades
Dynegy Power and Dynegy Midwest Generation; Outlook Stable', dated
April 8, 2013 at www.fitchratings.com

EBAUMS WEBSTER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: EBaums Webster Ventures, LLC
        26 East Main Street
        Webster, Y 14580

Bankruptcy Case No.: 13-20857

Chapter 11 Petition Date: May 30, 2013

Court: United States Bankruptcy Court
       Western District of New York (Rochester)

Judge: Paul R. Warren

Debtor's Counsel: Sammy Feldman, Esq.
                  SILVER & FELDMAN
                  3445 Winton Place, Suite 228
                  Rochester, NY 14623
                  Tel: (585) 424-4760
                  E-mail: sfeldman@silverfeldman.com

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

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

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

The petition was signed by Neil Bauman, manager.


ECOSPHERE TECHNOLOGIES: Sells 12% of EES to Fidelity for $6-Mil.
----------------------------------------------------------------
Ecosphere Technologies, Inc., sold 12 percent of Ecosphere Energy
Services, LLC, to Fidelity National Financial, Inc., an existing
EES member, for $6 million under a Unit Purchase Agreement.  In
consideration for facilitating the transaction, ETI transferred an
additional 1.5 percent interest of EES to an existing EES member.
As a result, ETI and FNF now own 39 percent and 31 percent of EES,
respectively.  Additionally, for a 90-day period, FNF has the
option to purchase an additional 8 percent of EES from ETI for $4
million.  In 2012, EES unaudited revenues and net income were
approximately $11.7 and $3.8 million, respectively.

ETI and EES also entered into a Master Manufacturing Agreement
which provides for ETI to be the exclusive manufacturer of all
equipment and products for EES that use ETI's water treatment
technologies, for energy applications as required by EES for a
two-year period.  ETI and the other EES members also entered into
a Second Amended and Restated Limited liability Company Agreement.

Effective May 24, 2013, ETI will account for its investment in EES
using the equity method of accounting.

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

                       http://is.gd/8xrvpK

                   About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere disclosed net income of $1.05 million on $31.13 million
of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss of $5.86 million on $21.08 million of total
revenues for the year ended Dec. 31, 2011.

The Company's balance sheet at March 31, 2013, showed $9.66
million in total assets, $6.45 million in total liabilities, $3.65
million in total redeemabable convertible cumulative preferred
sotck, and a $453,324 total deficit.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has seen a recent significant decline in its
working capital primarily relating to delays in receiving
additional purchase orders and related funding from a significant
customer.  This matter raises substantial doubt about the
Company's ability to continue as a going concern.


EDENOR SA: Board Approves Director's Resignation
------------------------------------------------
The Board of Directors approved the resignation of Ms. Valeria
Martofel as director of Edenor SA.  Mr. Eduardo Setti will take
office to replace her.  Mr. Setti was duly appointed aternate
director at the ordinary and extraordinary general shareholders'
meeting held on April 25, 2013.

Additionally, the Board appointed Director Ms. Victoria Von Storch
as a member of the Company's Audit Committee.

                     Resolution No. 250/13

Edenor SA delivered to the U.S. Securities and Exchange Commission
a copy of Resolution No. 250/13 of the Energy Secretariat which,
among other things, would allow to offset the debt that the
Company maintains in connection with the Program for the Rational
Use of Electricity Power (PUREE) (approximately Ps.1,483.3 million
pursuant to such Resolution) with the credits that the Company is
entitled to pursuant to the Cost Monitoring Mechanism (CMM)
contemplated under the Adjustment and Renegotiation Agreement of
our Concession, which credits were not recognized until February
2013 (approximately Ps. 2,237.8 million pursuant to such
Resolution).  A copy of the Resolution is available for free at:

                       http://is.gd/vWUmkw

                         About Edenor SA

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

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

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


EIG MANAGEMENT: S&P Affirms 'BB' ICR Following Interest Purchase
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB'
issuer credit rating on EIG Management Co. LLC and revised the
rating outlook to positive from stable.

S&P's outlook revision follows EIG's recent purchase of The TCW
Group Inc.'s (TCW's) interest in its future funds, which, in S&P's
view, removes a significant rating overhang.  The transaction will
result in a moderate increase in the firm's debt.  However, the
improved profitability and related benefits that EIG will achieve
from its future funds should more than offset the increase in debt
and could result in a credit profile that aligns with a higher
rating.  EIG is the counterparty to the debt, and EIG Global
Energy Partners LLC and other group entities guarantee the debt.

S&P's rating on EIG reflects the firm's experienced investment
team, which has a strong track record; the stable management fees;
and the yield-based carried interest, which tend to be predictable
and recurring.  The firm recognizes European-style carried
interest, which means that it earns carried interest only when the
invested capital and a preferred yield have been returned to
investors.  This insulates the firm from clawbacks--the
possibility of having to return previously earned carried interest
income because investment hurdles were not cleared.

Additional ratings support comes from the funds' 31-year record of
positive returns and EIG's long-standing, diversified investor
base.

The negative rating factors include EIG's lack of balance sheet
scale and its relatively short tenure as an independently operated
business.  Although EIG invests broadly across the energy sector,
the portfolio is less diversified than many of the other
alternative asset managers S&P rates.  S&P also believes that
there is an element of key man risk because the firm's three
founders are instrumental to the day-to-day operations.  (Key man
risk is the potential overreliance on one or a few individuals
within the management team.)  In addition, the firm still has to
share revenue with TCW for existing funds even though it has
eliminated revenue sharing on future funds.

"The positive outlook reflects our expectation that EIG's
profitability will improve and more than offset the moderate
increase in debt," said Standard & Poor's Credit analyst Chris
Cary.  "We also believe that this could result in a credit profile
that aligns with a higher rating."  S&P would consider an upgrade
if the firm lowers its leverage to debt to EBITDA of less than 3x
or improves interest coverage to EBITDA of more than 5x.  S&P
could downgrade the firm if its leverage increases to debt to
EBITDA of 5x or if weaker investment performance hinders its
fundraising efforts.


ELBIT IMAGING: Supreme Court Dismisses Class Action Appeal
----------------------------------------------------------
Elbit Imaging Ltd. said that the Israeli Supreme Court dismissed
an appeal (Civil Appeal #1968/13 Beeri V. Elscint Ltd. et. al.) on
the District Court decision not to certify claims against Elscint
Ltd. (a former wholly owned subsidiary of the Company which was
merged to the Company), the Company and others, as a class action
due to the fact that the appellant failed to pay court fees.  This
case was initially filed in the District Court of Haifa, Israel,
in September 2006 by Mr. Beeri against Elscint, the Company, their
controlling shareholders (Europe Israel (MMS) Ltd. and Control
Centers Ltd.) and past and present officers and directors of those
companies and certain unrelated third parties.

                        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.  The Company's
balance sheet at Dec. 31, 2012, showed NIS7.09 billion in total
assets, NIS5.67 billion in total liabilities, NIS309.60 million in
equity to holders of the Company and NIS1.11 billion in
noncontrolling interest.

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

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

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


ELBIT VISION: Incurs $59,000 Net Loss in First Quarter
------------------------------------------------------
Elbit Vision Systems Ltd. reported a net loss of US$59,000 on
US$1.25 million of revenues for the three months ended March 31,
2013, as compared with net income of US$234,000 on US$1.61 million
of revenues for the same period during the prior year.

As of March 31, 2013, the Company had $3.58 million in total
assets, US$3.92 million in total liabilities and a US$332,000
shareholders' deficiency.

Sam Cohen, CEO of EVS, commented, "We are proud to see that our
strategic marketing plan, emphasizing the growing Asian market,
has begun to produce the expected results.  Continuous growth in
this key territory is essential for the future of EVS.  Overall,
the temporary softening of the European market has resulted in a
slight dip in our sales, but all signs suggest a return to normal
for this territory next quarters.  These factors, along with the
improvements we made in our cost structure during the end of 2012,
are the reason we remain on track to meet and exceed our goals for
2013.  We firmly believe the future of EVS has never looked
brighter," concluded Mr. Cohen.

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

                        http://is.gd/XJynzQ

                         About Elbit Vision

Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB:
EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art
Visual Inspection Systems for both in-line and off-line
applications, and process monitoring systems used to improve
product quality, safety, and increase production efficiency.
The Company reported income of US$824,000 in 2012, as compared
with income of US$1.08 million in 2011.


ELEPHANT TALK: Issues 250,000 Shares; Gets EUR1MM in Financing
--------------------------------------------------------------
Elephant Talk Communications Corp., on May 23, 2013, entered into
Stock Purchase Agreements with a non-affiliated investor pursuant
to which the Company issued 250,000 restricted shares of the
Company's common stock, $0.00001 par value per share, at the price
of US$0.90 per share.  The transaction contemplated in the SPA
will be consummated as soon as the Additional Listing Application
for the Shares is approved by the NYSE MKT LLC.

On May 24, 2013, the Company entered into a loan agreement with an
affiliate pursuant to which the Company borrowed a principal
amount of EUR1,000,000 at the interest rate of 12 percent per
annum and issued a warrant to the affiliate to purchase 1,253,194
restricted shares of Common Stock exercisable at $1.03 per share
for a term of 5 years, with a mandatory cash exercise after 12
month in case the average closing bid price is $1.55 or higher for
10 consecutive trading days.  The transaction contemplated in the
Loan Agreement will be consummated no later than May 30, 2013.

The Company has received the funds for each of the SPA and the
Loan Agreement.

The Company intends to use the proceeds from the issuance of the
Shares and the Loan Agreement primarily for working capital.

                        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.


ELEPHANT TALK: To Raise $10.5 Million From Securities Offering
--------------------------------------------------------------
Elephant Talk Communications Corp. has entered into a Securities
Purchase Agreement with investors, led by a $3 million investment
from Elephant Talk CEO Steven van der Velden and a $5 million
investment from Crede CG III. Ltd., a wholly-owned subsidiary of
Crede Capital Group, llc., and investors placed by Dawson James to
purchase an additional $2.5 million for an aggregate $10.5 million
of its securities in a registered direct offering.

Under the terms of the Securities Purchase Agreements, Elephant
Talk will sell an aggregate of 14,000,000 shares of common stock
at a price of $0.75 per share, one cent above the closing price of
the Company's stock on May 31, 2013, and issue warrants to acquire
6,300,000 shares of common stock, with a per share exercise price
of $0.975.  The warrants will be immediately exercisable following
their issuance and will expire on the fifth anniversary of the
date of issuance.  The closing of the funding is expected to take
place on or about June 6, 2013, subject to the satisfaction of
customary closing conditions.

Dawson James Securities, Inc., acted as the exclusive placement
agent in connection with this offering.

"Management has been working hard to secure financing and is
pleased with the $7.5 million financing we have arranged from
investors," said Steven van der Velden, chief executive officer of
the Company.  "In addition to investor funding and as a sign of my
strong belief in the future growth of Elephant Talk, I am
investing $3 million alongside the investors.  The financing is an
integral part of the Company's plan to regain compliance with the
NYSE MKT and we are looking forward to return the majority of our
focus on growing the Company's Mobile and Security businesses."

The Company intends to use the net proceeds from this offering for
working capital and other general corporate purposes, including
repayment of principal and interest payable under certain secured
senior convertible notes the Company issued on March 29, 2012.

Additional information is available for free at:

                       http://is.gd/Vkavzi

                       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.


ENDEAVOUR INTERNATIONAL: William Transier Elected as Director
-------------------------------------------------------------
Endeavour International Corporation held its Annual Meeting on
May 22, 2013, at which the Company's stockholders:

   (1) elected William L. Transier as Class III Director for a
       three-year term expiring at the Company's Annual Meeting of
       Stockholders in 2016; and

   (2) ratified the appointment of Ernst & Young LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 31, 2013.

                   About Endeavour International

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

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

                           *     *     *

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

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


ENDEAVOUR INTERNATIONAL: Amends Deed of Grant with Cidoval
----------------------------------------------------------
Endeavour Energy UK Limited, a wholly-owned subsidiary of
Endeavour International Corporation, entered into a Supplemental
Deed of Amendment and Restatement with Cidoval S.a r.l., which is
supplemental to and amends (a) the sale and purchase agreement
dated March 5, 2013, between EEUK and END PP Holdings LLC, as
subsequently novated in favour of Cidoval pursuant to a deed of
novation and amendment dated March 28, 2013, and (b) the deed of
grant of a production payment dated April 30, 2013, between EEUK
and Cidoval.

Pursuant to the Deed of Grant, EEUK granted a production payment
from the proceeds of sale from a proportion of EEUK's entitlement
to production from its interests in the Alba and Bacchus fields
located in the UK sector of the North Sea.  The Grant will cease
and determine upon the earlier of the repayment from EEUK to
Cidoval of a termination amount plus any deficiency amounts owing
from EEUK to Cidoval or production from the Alba and Bacchus
fields permanently ceasing.  The Termination Amount was increased
by $20,192,037 pursuant to the Supplemental Deed, to a total of
$145,767,962.  The UK Secretary of State for Energy and Climate
Change granted its approval to the Supplemental Deed and the
increase in the Termination Amount on May 16, 2013.

EEUK's obligations under the Deed of Grant, as amended by the
Supplemental Deed, are secured by first priority liens over EEUK's
interests in the licenses and joint operating agreements relating
to the Alba and Bacchus fields and the accounts into which
proceeds from the sale of production from such fields are paid.
EEUK's obligations under the Deed of Grant, as amended, are also
secured by second priority liens over certain other licenses,
joint operating agreements and assets of the Company and its
subsidiaries.  Those second priority liens are subordinated to the
security granted to Cyan Partners, LP, on April 12, 2012, pursuant
to an intercreditor agreement.

In connection with the entrance into the Supplemental Deed, on
May 21, 2013, the Company entered into a Warrant Agreement for the
Purchase Common Stock with Macquarie Bank Limited.  Pursuant to
the Warrant Agreement, the Company issued the Investor warrants to
purchase a total of 560,000 shares of the Company's common stock
at an exercise price of $3.685 per share.  The Warrants expire on
May 21, 2018, and are subject to customary anti-dilution
provisions.  The Company has also agreed to provide the Investors
with customary resale registration rights as soon as reasonably
practicable.

The Warrant Agreement includes a cashless exercise provision
entitling the Investors to surrender a portion of the underlying
common stock that has a value equal to the aggregate exercise
price in lieu of paying cash upon exercise of a Warrant.

                   About Endeavour International

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

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

                           *    *     *

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

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


ENERGYSOLUTIONS INC: Common Stock Delisted From NYSE
----------------------------------------------------
The New York Stock Exchange LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from listing or
registration the common stock of EnergySolutions, Inc.

                       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.


EVERGREEN ACQCO1: S&P Assigns 'B' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Evergreen AcqCo1 LP (d/b/a Savers).
The outlook is stable.  At the same time, S&P withdrew its 'B'
corporate credit rating on Savers Inc.  S&P also assigned its 'B'
issue-level ratings to the company's $75 million revolver and
$655 million term loan, with a recovery rating of '3', indicating
S&P's expectation for meaningful (50% to 70%) recovery of
principal in the event of a payment default.

S&P views Savers' business risk profile as weak, reflecting its
narrow focus, potential for merchandise shortages if charitable
donations decline, and increased competition from mass merchants
and nonprofit thrift shops," said Standard & Poor's credit analyst
Diya Iyer.  "In our view, the company's profitability depends on
its ability to grow, especially in the U.S. in the coming year,"
she added.

The rating outlook is stable, based on S&P's expectation that
Savers will continue to post healthy sales and increase profits in
the coming year as still-high unemployment and a rebounding but
weak U.S. housing market spur demand for used goods.

S&P would consider lowering its rating if the integration of the
Unique Chicago store base faltered or U.S. and Canadian economic
slowdowns led to lower-than-expected charitable donations and
subsequent merchandise supply shortages.  This would lead to
slower revenue growth and margin contraction such that leverage
remains in the 7.0x area.  In S&P's view, that could occur if
sales grow in the single-digit-percentage area or gross margin
declines 50 basis points (bps) in fiscal 2013.  This would result
in EBITDA increasing only in the single-digit-percentage range
from current pro forma levels.  S&P could also lower ratings if
the company's new owners add significant additional debt in the
coming year to fund a dividend or large acquisition.

Given Savers' credit measures, U.S. expansion plans, and Unique
Chicago integration risks, S&P is not expecting to raise its
ratings over the coming year.  In this unlikely scenario, Savers
would need to deleverage more than 2.0x to the high 5.0x area,
which would require more than 300 bps of gross margin expansion or
sales growth in the mid-20% area.


EVERGREEN TANK: Moody's Affirms B3 Rating on Upsized Term Loan
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Evergreen Tank
Solutions, Inc., including the B2 Corporate Family Rating ("CFR")
and the B3 rating on the company's senior secured term loan that
is being upsized by $25 million to $187.9 million as a result of
the proposed transaction. The ratings outlook is stable.

The existing term loan facility is being amended to accommodate
the $25 million add-on including amending the senior secured
leverage ratio requirement. Proceeds from the add-on $25 million
term loan together with revolver drawings will be used to fund the
$28.2 million purchase price associated with a proposed
acquisition.

The following ratings were affirmed (with updated LGD
assessments):

Corporate Family Rating, at B2;

Probability of Default Rating, at B2-PD;

Upsized $187.9 million senior secured term loan due September
2018, at B3 (LGD-4, 63%) from B3 (LGD-4, 62%)

Outlook, stable

The assigned ratings are subject to Moody's review of the final
terms and conditions of the proposed transaction.

RATINGS RATIONALE

The affirmation of Evergreen's B2 Corporate Family Rating
incorporates the additional debt being used to fund the proposed
acquisition. Pro forma for the proposed transaction, debt/EBITDA
(on a Moody's adjusted basis) moderately exceeds 5.0 times,
however the ratings anticipate that leverage metrics will revert
back to below 5.0 times over the intermediate term. Additional
rating considerations included the proposed acquisition being in a
complementary business and contributing to the company's revenues
and EBITDA generation.

Evergreen's B2 CFR continues to reflect the company's small size,
geographic concentration in the Gulf and Pennsylvania region,
exposure to maintenance spending levels by companies in its end
markets, as well as sensitivity to the price and production levels
of oil and natural gas. The company's ratings also consider
Moody's expectation that the company will maintain leverage
metrics well-positioned at the B2 rating level and an adequate
liquidity profile. Demand is expected to continue to be driven by
higher direct petrochemical business and the continued expansion
of frac tank rentals to energy exploration companies, particularly
for oil and wet gas as dry natural gas-related drilling activity
has decreased resulting from lower natural gas prices.

The stable outlook is supported by Evergreen's adequate liquidity
profile and Moody's view that strength in the end-markets the
company serves could continue to be supportive of its B2 credit
profile over the intermediate term.

The ratings could be pressured downward if the company's liquidity
deteriorates, the company does a meaningful debt-financed
acquisition, it is expected that EBITDA to interest expense would
deteriorate toward 2.0 times or total debt to EBITDA remains
sustained above 5.0 times.

Although not anticipated over the intermediate term, the ratings
could be upgraded if the company achieves meaningfully greater
revenue scale and it is expected that total debt to EBITDA will
decrease to 3.5 times.

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

Evergreen Tank Solutions, Inc., headquartered outside Houston,
Texas rents temporary-use liquid and solid storage containers to
primarily chemical, refinery, oil and natural gas drilling, and
environmental service customers. The company also provides
transportation and related services. Evergreen operates 18
locations covering the Gulf region and Pennsylvania and has a
fleet of over 9,000 units including frac tanks, roll-off boxes,
stainless steel tankers, de-watering boxes, and vacuum boxes.
Evergreen is majority owned by the private equity firm Odyssey
Investment Partners.


FORTUNE INDUSTRIES: Majority Shareholder Inks Forbearance Pact
--------------------------------------------------------------
Fortune Industries, Inc.'s majority shareholder entered into an
off-balance sheet arrangement through the execution of a
forbearance agreement with a bank.  Under the terms of the
Forbearance Agreement, the bank has agreed to release its interest
in 100 percent of the Fortune Estate's 296,180 shares of Fortune
Industries, Inc., Series C Preferred Stock and 7,344,687 shares of
the Company's Common Stock upon consummation of the proposed
merger agreement with CEP, Inc.  As a result, in the Company's
Form 10-Q for the nine months ended March 31, 2013, filed on
May 15, 2013, the Company reported a one-time non-recurring
impairment charge of $3.9 million during the quarter ended
March 31, 2013.

The impairment charge reduces the Company's goodwill from its
previous value of $12.4 million to its anticipated balance of $8.5
million after the expected merger arrangement with CEP.

                     About Fortune Industries

Fortune Industries is a holding company of providers of full
service human resources outsourcing services through co-employment
relationships with their clients.


FREESEAS INC: Files Prospectus for Shares Held by Dutchess
----------------------------------------------------------
FreeSeas Inc. disclosed that Dutchess Opportunity Fund, II, LP,
may resell up to 2,304,662 shares of its common stock and Navar
may resell 136,925 shares of common stock.

The Company may from time to time issue up to 2,304,662 of shares
of its common stock to Dutchess at 98 percent of the market price
at the time of that issuance determined in accordance with the
terms of the Company's Investment Agreement dated as of May 29,
2013, with Dutchess.  The selling stockholders may sell these
shares from time to time in regular brokerage transactions, in
transactions directly with market makers or in privately
negotiated transactions.

The Company's common stock is currently quoted on the NASDAQ
Capital Market under the symbol "FREE."  On May 29, 2013, the
closing price of the Company's common stock was $0.66 per share.

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

                        http://is.gd/AZdIj7

                         About FreeSeas Inc.

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

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

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

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


FREESEAS INC: Hanover Stake Down to 0% as of May 28
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Hanover Holdings I, LLC, and Joshua Sason
disclosed that, as of May 28, 2013, they do not beneficially own
any shares of common stock of Freeseas Inc.  Hanover previously
reported beneficial owership of 560,000 common shares or 9.89
percent equity stake as of April 17, 2013.  A copy of the amended
regulatory filing is available at http://is.gd/VLGk2s

                        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.


GASCO ENERGY: Stockholders Elect Five Directors
-----------------------------------------------
Gasco Energy, Inc., held its 2013 Annual Meeting of Stockholders
on May 29 at which the Company's stockholders elected Richard J.
Burgess, Charles B. Crowell, Richard S. Langdon, John A. Schmit
and Steven D. (Dean) Furbush as directors for terms of one year
until the next annual meeting and until their successors have been
elected and qualified.  The Company's stockholders voted to
approve, on a non-binding advisory basis, the compensation of the
Company's Named Executive Officers.  The Company's stockholders
voted to ratify the appointment of KPMG LLP as the Company's
independent auditors for the year ending Dec. 31, 2013.

                        About Gasco Energy

Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin.  Gasco's principal business is the
acquisition of leasehold interests in petroleum and natural gas
rights, either directly or indirectly, and the exploitation and
development of properties subject to these leases.  Gasco focuses
its drilling efforts in the Riverbend Project located in the Uinta
Basin of northeastern Utah, targeting the oil-bearing Green River
Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk,
Mancos, Dakota and Morrison formations.

In its auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado,
expressed substantial doubt about Gasco Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cash flows
from operations.

The Company reported a net loss of $22.2 million on $8.9 million
of revenues in 2012, compared with a net loss of $7.3 million on
$18.3 million of revenues in 2011.

The Company's balance sheet at March 31, 2013, showed $52.78
million in total assets, $36.75 million in total liabilities and
$16.03 million in total stockholders' equity.

                        Bankruptcy Warning

"The Company has engaged Stephens, Inc., a financial advisor, to
assist it in evaluating potential strategic alternatives,
including a sale of the Company or all of its assets.  It is
possible these strategic alternatives will require the Company to
make a pre-packaged, pre-arranged or other type of filing for
protection under Chapter 11 of the U.S. Bankruptcy Code.  If the
Company is unable to generate sufficient operating cash flows,
secure additional capital or otherwise restructure or refinance
the business before the end of the second quarter of 2013, it will
not have adequate liquidity to fund its operations and meet its
obligations (including its debt payment obligations), the Company
will not be able to continue as a going concern, and could
potentially be forced to seek relief through a filing under
Chapter 11 of the U.S. Bankruptcy Code.  In addition, because the
Company has not paid the April 5, 2013 interest payment on its
outstanding 2015 Notes within the 30-day cure period, an event of
default has occurred under the Indenture, which could result in
the filing of an involuntary petition for bankruptcy against the
Company," according to the Company's quarterly report for the
period ended March 31, 2013.


GATEHOUSE MEDIA: Stockholders Approve E&Y as Accountants
--------------------------------------------------------
At the Annual Meeting of Stockholders held on May 23, 2013, the
stockholders of GateHouse Media, Inc:

   (1) ratified the selection of Ernst & Young LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 29, 2013;

   (2) approved the compensation of the Company's executive
       officers; and

   (3) indicated that future advisory votes on executive
       compensation will occur every three years.

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

For the 12 months ended Dec. 30, 2012, the Company incurred a net
loss of $30.33 million, as compared with a net loss of $22.22
million for the 12 months ended Jan. 1, 2012.  The Company's
balance sheet at March 31, 2013, showed $446.06 million in total
assets, $1.29 billion in total liabilities and a $844.17 million
total stockholders' deficit.

                         Bankruptcy Warning

"Our ability to make payments on our indebtedness as required
depends on our ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond our control.

"There can be no assurance that our business will generate cash
flow from operations or that future borrowings will be available
to us in amounts sufficient to enable us to pay our indebtedness
or to fund our other liquidity needs.  Currently we do not have
the ability to draw upon our revolving credit facility which
limits our immediate and short-term access to funds.  If we are
unable to repay our indebtedness at maturity we may be forced to
liquidate or reorganize our operations and business under the
federal bankruptcy laws," the Company said in its annual report
for the year ended Dec. 30, 2012.


GENERAL AUTO: Has Interim Okay to Access to P&F Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court on May 30 entered an interim order that
allows General Auto Building to use cash collateral in which Park
& Flanders LLC claims a security interest.

The budget presented by the parties shows rental income of
$77,242, operating expenses of $21,382, and a net profit of
$13,412 during the month of May.  Cash at the end of May is
expected to be $172,714.

The interim order provides that the Debtor must provide Park &
Flanders with two weeks' notice of its intent to pay for lease
commissions and tenant improvements.  If upon expiration of such
two week period Park & Flanders has failed or refused to consent
to any commission payment or tenant improvement expenditure, the
Debtor may request a hearing at which the Court will determine
whether to authorize the Debtor to pay the commission and/or
tenant improvement expenses from Park & Flanders' cash collateral.

The Court previously entered orders authorizing the Debtor to use
cash collateral of HomeStreet Bank and Portland Development
Commission.

                    About General Auto Building

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Albert N.
Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve
as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

According to the Third Amended Disclosure Statement, generally,
the Plan provides that, among other things: (a) all membership
interests in the Debtor will be canceled on the Effective Date;
(b) North Park Development will purchase a $400,000 membership
interest in Reorganized Debtor; and (c) all Insiders and Creditors
of Debtor are offered the opportunity to purchase membership
interests in the Reorganized Debtor in $50,000 increments.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.


GENERAL MOTORS: Lawsuit Needs Court-Ordered Mediation
-----------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reported that a lawsuit
over $3 billion in claims in the bankruptcy of General Motors
Co.'s old assets needs court-ordered mediation, funds owned by
Paulson & Co. said.

According to the report, holders of notes in a Nova Scotia unit of
the automaker, including Paulson funds, previously tried to settle
a dispute over the claims and failed. Paulson asked U.S.
Bankruptcy Judge Robert Gerber to reinstate settlement talks,
overseen by another bankruptcy judge, according to papers filed
today in U.S. Bankruptcy Court in Manhattan.

"The parties may be able to reach a settlement if they had the
assistance of a sitting bankruptcy judge with experience in
mediating complex Chapter 11 disputes, such as the Honorable James
M. Peck," lawyers for Paulson wrote in a letter to Gerber signed
May 30, the report related.

Elliott International LP and a unit of Fortress Investment Group
LLC are among hedge funds that failed to reach an agreement with
the trust liquidating General Motors' old assets over a $367
million consent fee and a claim of $2.67 billion related to the
automaker's 2009 bankruptcy filing, according to court papers, the
report said.

The dispute stems from a settlement made between the hedge funds
and a Canadian unit of GM the day of the bankruptcy filing, the
report related. The trust liquidating the old assets, called
Motors Liquidation Company GUC Trust, seeks to reduce or eliminate
the claims that the hedge funds negotiated.

The adversary case is Motors Liquidation Company GUC Trust v.
Appaloosa Investment Limited Partnership I, 12-bk-09802, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                       About General Motors

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

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

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

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

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


GENOIL INC: Incurs C$567,000 Net Loss in First Quarter
------------------------------------------------------
Genoil Inc. reported a net loss of C$567,219 for the three months
ended March 31, 2013, as compared with a net loss of C$416,405 for
the same period during the prior year.

As of March 31, 2013, the Company had C$2.46 million in total
assets, C$4.08 million in total liabilities and a C$1.62 million
deficit.

"The ability of the Company to continue as a going concern is in
substantial doubt and is dependent on achieving profitable
operations, commercializing its technologies, and obtaining the
necessary financing in order to develop these technologies
further.  The outcome of these matters cannot be predicted at this
time.  The Company will continue to review the prospects of
raising additional debt and equity financing to support its
operations until such time that its operations become self-
sustaining, to fund its research and development activities and to
ensure the realization of its assets and discharge of its
liabilities.  While the Company is expending its best efforts to
achieve the above plans, there is no assurance that any such
activity will generate sufficient funds for future operations."

A copy of the Quarterly Report is available for free at:

                         http://is.gd/qIFfEu

                          About Genoil Inc.

Genoil Inc. is a technology development company based in Alberta,
Canada. The Company has developed innovative hydrocarbon and oil
and water separation technologies.  The Company specializes in
heavy oil upgrading, oily water separation, process system
optimization, development, engineering, design and equipment
supply, installation, start up and commissioning of services to
specific oil production, refining, marine and related markets.

MNP LLP, in Calgary, Canada, 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 net loss and negative cash flows from operating
activities for the year-ended Dec. 31, 2012 and, as at that date,
its current liabilities exceeded its current assets.  These
conditions indicate the existence of material uncertainties that
cast substantial doubt about the Company's ability to continue as
a going concern.

The Company reported a net loss of C$5.4 million on in 2012,
compared with a net loss of C$1.8 million in 2011.


GLOBAL AXCESS: Forbearance with Fifth Third Extended to June 11
---------------------------------------------------------------
Global Axcess Corp. and certain affiliates of the Company, entered
into a Fourth Forbearance Agreement and Amendment relating to
several existing credit facilities with Fifth Third Bank.  The
Forbearance Agreement relates to facilities entered into in
connection with:

   1. A Loan and Security Agreement, as amended, and corresponding
      $5 million term note and $2 million inventory draw note that
      were entered into and issued by the Company to Fifth Third
      on June 18, 2010, and several draw loans that were extended
      to the Company in 2011.

   2. A 2011-A Loan and Security Agreement, as amended, dated as
      of Sept. 28, 2011 (providing a $960,000 draw loan facility)
      and related draw loans that were extended to the Company in
      2011.

   3. A 2011-B Loan and Security Agreement, as amended, dated as
      of Nov. 23, 2011 (providing a $1 million draw loan facility)
      and related draw loans that were extended to the Company in
      2011.

   4. A 2011-C Loan and Security Agreement, as amended, dated as
      of Dec. 29, 2011 (providing a $3 million draw loan facility)
      and related draw loans that were extended to the Company in
      2011.

   5. A Master Equipment Lease Agreement, dated June 18, 2010, and
      certain related specified loans on various equipments
      schedules extended to the Company thereunder in 2011 and
      2012.

Pursuant to the Forbearance Agreement, Fifth Third agreed not to
exercise certain rights in respect to the existing defaults for a
period commencing on the effective date of the Forbearance
Agreement and ending on the date which is the earliest of (i)
June 11, 2013, (ii) at Fifth Third's election, the occurrence or
existence of any event of default, other than the existing
defaults, or (iii) the occurrence of any Termination Event.

The Forbearance Agreement also operates as an omnibus amendment to
certain terms contained in the Loan Agreements and the Lease
Agreement, in exchange for certain agreements and representations
made by the Company.

A copy of the Forbearance Agreement is available at:

                        http://is.gd/Wo2pOU

                        About Global Axcess

Jacksonville, Fla.-based Global Axcess Corp,, through its wholly
owned subsidiaries, owns or leases, operates or manages Automated
Teller Machines ("ATM"s) and DVD kiosks with locations primarily
in the eastern and southwestern United States of America.

The Company's balance sheet at Sept. 30, 2012, showed
$27.1 million in total assets, $18.7 million in total liabilities,
and stockholders' equity of $8.4 million.

"Our recurring losses from operations, recent developments related
to our credit facilities and our inability to generate sufficient
cash flow to meet our obligations and sustain our operations raise
substantial doubt about our ability to continue as a going
concern.  Our future is dependent on our ability to execute our
business and liquidity plans successfully or otherwise address
these matters.  If we fail to do so for any reason, we would not
be able to continue as a going concern and could potentially be
forced to seek relief through a filing under the U.S. Bankruptcy
Code," according to the Company's Form 10-Q for the period ended
Sept. 30, 2012.


GMX RESOURCES: Sale Plans Elicit Protests From Unsecured Creditors
------------------------------------------------------------------
Rachel Feintzeig writing for Dow Jones' DBR Small Cap reports that
unsecured creditors are taking aim at GMX Resources Inc.'s sale
plans, claiming the "deck is stacked" against rivals who might
want to challenge the company's lenders at auction.

                        About GMX Resources

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

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

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

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

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

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

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


GMX RESOURCES: Committee Seeks to Hire Bankruptcy Professionals
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of GMX Resources, Inc., et al., seeks authority
from the U.S. Bankruptcy Court for the Western District of
Oklahoma to retain Conway MacKenzie, Inc., as financial advisor,
effective as of April 12, 2013.

The Committee also sought and obtained authority from the Court to
retain Looper Reed & McGraw P.C., as lead bankruptcy counsel, and
Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C., as special
and local counsel.

CM will bill on an hourly basis for services performed based on
the actual number of hours worked at hourly rates ranging from
$200 for paraprofessionals to $695 for senior managing directors.
John T. Young, Jr., Senior Managing Director, will provide
oversight and engagement management with a billing rate of $580
per hour.  Seth Bullock, Managing Director, will be principally
responsible for the engagement on a day-to-day basis, at a billing
rate of $525 per hour.  Fees will be billed monthly, together with
out-of-pocket expenses incurred, in compliance with the bankruptcy
court guidelines.  In addition, CM will be entitled to an
incentive bonus equal to 1% of recoveries after full satisfaction
of the allowed secured debt obligations, allowed administrative
claims and allowed priority claims of the Debtors.  The incentive
bonus is not to exceed $1.5 million.

John T. Young, Jr., senior managing director at Conway MacKenzie,
Inc., assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Committee's.

Steven W. Soule, Esq., and Bonnie N. Hackler, Esq., at Hall,
Estill, Hardwick, Gable, Golden & Nelson, P.C., in Tulsa,
Oklahoma; and Jason S. Brookner, Esq., Micheal W. Bishop, Esq.,
and Lydia R. Webb, Esq., at Looper Reed & McGraw P.C., in Dallas,
Texas, represent the Committee.

                      About GMX Resources

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

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

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

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

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

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

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


HAMPTON ROADS: John Pearsall Joins as Unit Senior Vice President
----------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that John S. Pearsall,
Jr. has joined BHR's Commercial Real Estate Group as Senior Vice
President.  He is based in the Short Pump Financial Center in
Richmond.  Mr. Pearsall has 35 years of experience in commercial
banking and commercial real estate.  BHR operates as Gateway Bank
in the Richmond market.

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "As part of our
One Bank strategy, we are recruiting highly experienced bankers
with proven track records, deep roots in our communities and a
strong commitment to outstanding customer service.  With the
addition of John to our team, we continue to build a Commercial
Real Estate Unit with a depth of expertise that is uncommon for a
community bank."

Michael J. Sykes, Head of BHR's Commercial Real Estate Unit, said,
"I have known John for thirty years, having worked with him in the
commercial real estate division of Bank of America and predecessor
institutions.  I look forward to this opportunity to work with
John again as we continue to build our commercial real estate
team."

Prior to joining BHR, Mr. Pearsall served for 35 years in a
variety of lending positions with Bank of America, N.A., and its
predecessors.  From 2008 to 2013, he was Senior Vice President and
Team Leader in Bank of America's Special Asset Group - Real
Estate, based in Richmond, VA.  From 1981 to 2008, he served in
positions of increasing seniority in Commercial Real Estate
banking, with responsibility for market areas covering central,
western and eastern Virginia.  His extensive prior direct real
estate lending experience includes urban, suburban, rehab, new
construction, apartment, condo, office, retail, custom & tract
housing, land & land development, warehouse, and mixed use
projects.

Mr. Pearsall earned a B.S. in Economics from the Virginia
Polytechnic Institute and State University.  He is active in a
number of civic, community and professional organizations and has
served in leadership positions with Richmond Habitat for Humanity,
the Home Builders Association of Richmond and the Greater Richmond
Chamber of Commerce.

                   About Hampton Roads Bankshares

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

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

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

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


HANDY HARDWARE: Seeks Sale to PE Firm Littlejohn
------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that bankrupt
hardware cooperative Handy Hardware Wholesale Inc. said it wants
to sell itself to a unit of private equity firm Littlejohn
Management Holdings LLC in a deal that would pay off all
administrative claims and raise the recoveries of unsecured
creditors.

Under Handy Hardware's amended Chapter 11 plan filed in Delaware
bankruptcy court, Littlejohn would also pay $4 million to cover
wind-down costs for the estate and to go toward paying unsecured
creditors on a pro-rated basis, according to the company's court
filings, the BLaw360 report cited.

                       About Handy Hardware

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

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

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

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

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


HEALTHWAREHOUSE.COM INC: K. Singer Nominates Three Directors
------------------------------------------------------------
In separate regulatory filings filed with the U.S. Securities and
Exchange Commission, Karen Singer and Lloyd I. Miller, III,
disclosed their intention to nominate Alan Howe, Robert Pons and
Matthew Stecker for election as directors at the annual meeting of
stockholders of HealthWarehouse.com, Inc.

As of May 22, 2013, the reporting persons beneficially owned
2,176,015 common shares or 8.3 percent equity stake.

Copies of the amended Schedules 13D are available at:

                        http://is.gd/1Ukk0Q
                        http://is.gd/J9wZCt

                    About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $1.69 million in total assets,
$8.52 million in total liabilities and a $6.83 million total
stockholders' deficiency.


HENDGEN MCMINNVILLE: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Hendgen McMinnville LB LLC
        1271 NE Hwy 99W PMB 418
        McMinnville, OR 97128

Bankruptcy Case No.: 13-33435

Chapter 11 Petition Date: May 30, 2013

Court: United States Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Stephen T. Boyke, Esq.
                  LAW OFFICE OF STEPHEN T. BOYKE
                  806 SW Broadway #1200
                  Portland, OR 97205
                  Tel: (503) 227-0417
                  E-mail: steve@boykelaw.com

Scheduled Assets: $5,836,325

Scheduled Liabilities: $4,878,554

A copy of the Company's list of its 18 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/orb13-33435.pdf

The petition was signed by Hans Hendgen, member.


HERON LAKE: Inks Fifth Amended Forbearance Agreement with AgStar
----------------------------------------------------------------
Heron Lake BioEnergy, LLC, on May 10, 2013, entered into a Fifth
Amended and Restated Forbearance Agreement with AgStar Financial
Services, PCA, that extended the forbearance period relating to
certain covenant defaults and required monthly principal
installment payments.

The Company is indebted to AgStar under an Amended and Restated
Term Note dated Sept. 1, 2011, in the principal amount of
$40,000,000, and an Amended and Restated Term Revolving Note dated
Sept. 1, 2011, in the principal amount of $8,008,689.  The loans
extended to the Company and evidenced by the Notes were made by
AgStar to the Company for the purpose of constructing and
operating an ethanol production facility in Heron Lake, Minnesota.

Under the Fifth Amended and Restated Forbearance Agreement, AgStar
agreed to forbear from exercising its legal and contractual rights
and remedies provided by the Notes, MLA, and related loan
documents, including, but not limited to, the right to foreclose
the real estate mortgages and security agreements and to obtain
the appointment of a receiver pursuant to applicable law, in order
to permit the Company additional time to document and implement a
written management, governance improvement and capitalization
plan.

The Company and AgStar also agreed that advances under the
Revolving Note may only be advanced to the Company for the purpose
of funding normal operating expenses, including the payment of
interest to AgStar, during the forbearance period.  Any requests
for advances on the Revolving Note are subject to the terms and
conditions set forth in the MLA.  The Fifth Amended and Restated
Forbearance Agreement extended the date for those advances to be
made by AgStar.

A copy of the Fifth Amended and Restated Forbearance Agreement is
available for free at http://is.gd/fNqHmw

Heron Lake, on May 17, 2013, entered into a Sixth Amended and
Restated Master Loan Agreement and related loan documents with
AgStar to replace and supersede the Company's Fifth Amended and
Restated Master Loan Agreement dated as of Sept. 1, 2011, the
Company's Fifth Amended and Restated Forbearance Agreement dated
May 10, 2013, and related loan documents.  Under the MLA, AgStar
agreed to restructure the Company's Term Loan and its Term
Revolving Loan based upon the Company's submission of a loan
restructuring proposal and payment of approximately $1.4 million
in cash to AgStar for Term Loan principal payments in arrears and
reduction of the Term Revolving Note.  The $1.4 million was raised
from the sale of the Interim Subordinated Notes.  Additional
information about the transaction is available for free at:

                       http://is.gd/BQA6fc

                         About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

In its report on the Company's financial statements for the fiscal
year ended Oct. 31, 2012, Boulay, Heutmaker, Zibell & Co.
P.L.L.P., in Minneapolis, Minnesota, expressed substantial doubt
about Heron Lake BioEnergy's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred losses due to difficult market conditions and the
impairment of long-lived assets.  "The Company is out of
compliance with its master loan agreement and is operating under a
forbearance agreement whereby the Company agreed to sell
substantially all of its assets."

The Company reported a net loss of $32.35 million for the year
ended Oct. 31, 2012, as compared with net income of $543,017 for
the year ended Oct. 31, 2011.  The Company's balance sheet at Oct.
31, 2012, showed $66.58 million in total assets, $49.03 million in
total liabilities, and members' equity of $17.55 million.


HERTZ VEHICLE: Interest Rate Cap Deal No Impact on Moody's Ratings
------------------------------------------------------------------
Moody's has reviewed the interest rate cap agreement (the Cap
Agreement), dated as of May 31, 2013, relating to an interest rate
cap owned by Hertz Vehicle Financing LLC (Issuer), acquired in
connection with the Series 2009-1 Variable Funding Rental Car
Asset-Backed Notes. In and of itself and at this time, the
execution of the Cap Agreement will not cause a downgrade or
withdrawal of the current rating on the Series 2009-1 rental car
asset-backed notes issued by the Issuer. Hertz Vehicle Financing
LLC is a special purpose entity wholly owned by The Hertz
Corporation (Hertz, B1 stable), which is the master servicer for
the transaction.

The Cap Agreement, with a notional amount of $300 million, creates
an additional interest rate cap agreement between Hertz Vehicle
Financing LLC and the cap counterparty, Credit Agricole Corporate
and Investment Bank (A2), which will match an identical increase
in the maximum variable funding amount of the Series 2009-1 Notes,
which increase was also executed on May 31, 2013. The Cap
Agreement and the increase in the Series 2009-1 Notes maximum
funding amount are credit neutral. The additional cap addresses
the potential incremental interest rate exposure associated with
the greater maximum variable funding amount. The additional
borrowing availability under the Series 2009-1 Notes may only be
accessed if, among other things, the Issuer has sufficient
collateral to meet the borrowing base requirements.

Moody's ratings address only the credit risks associated with the
transaction. Other non-credit risks have not been addressed, but
may have significant effect on yield and/or other payments to
investors. This press release should not be taken to imply that
there will be no adverse consequence for investors since in some
cases such consequences will not impact the rating.

Principal Methodology

The principal methodology used in this rating was "Moody's Global
Approach to Rating Rental Car ABS and Rental Truck ABS," published
in October 2011.


HGIM CORP: S&P Assigns 'B' Rating to $1BB Sr. Sec. Credit Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to New Orleans-based HGIM Corp. (Harvey Gulf).  The
entity is the parent of Harvey Gulf International Marine LLC.  The
outlook is stable.

At the same time S&P assigned a 'B' issue-level rating (the same
as the corporate credit rating) to the company's proposed
$1 billion senior secured credit facility, which will consist of a
$750 million term loan B due 2020 and $250 million revolving
credit facility due 2018.  S&P assigned a '3' recovery rating to
this debt, indicating its expectation of meaningful (50% to 70%)
recovery in the event of a payment default.

"The ratings on Harvey Gulf reflect our assessment of the
company's elevated debt leverage measures, acquisitive track
record, aggressive new build spending program, relatively small
fleet size, and substantial geographic and customer
concentration," said Standard & Poor's credit analyst Marc
Bromberg.

Ratings benefit from Harvey's young and sophisticated fleet, as
well as the company's willingness to enter into long-term
contracts with operators.  S&P assess the business risk profile to
be "weak," the financial risk profile "highly leveraged" and
liquidity "adequate."

The stable outlook incorporates S&P's expectation that it is
unlikely either to raise or lower the rating during the next 12
months.  S&P expects that the company will benefit from robust
spending in GoM, full year contribution of the GOL acquisition,
and new vessel deliveries, and that debt leverage should fall
below 5x by 2014, which S&P considers appropriate for the current
rating.  S&P's stable outlook also assumes that the company will
maintain a favorable relationship with Shell, which is critical
given that Shell represents roughly 50% of Harvey Gulf's
contracted backlog.

"We could lower the rating if we expect Harvey Gulf will post run
rate leverage in excess of 6x with no clear path to improvement.
We believe this scenario could occur if the company is unable to
recontract its OSVs near our forecasted day rates, adopts a more
aggressive debt-financed new build program, or experiences
unplanned downtime on its vessels.  An upgrade will depend on run
rate leverage below 4x, though we do not expect to raise the
rating within the next 24 months based on our expectation that the
company will maintain an aggressive spending program and remain
highly leveraged," S&P said.

Harvey Gulf is a provider of offshore supply vessels (OSV's),
which are used to transport equipment, supplies, and labor to
offshore drilling rigs and production facilities.


HI-WAY EQUIPMENT: Hires John Koskiewicz as Interim CFO
------------------------------------------------------
Hi-Way Equipment Company, et al., ask the U.S. Bankruptcy Court
for the Northern District of Texas for permission to employ John
Koskiewicz as interim chief financial officer.

Prior to the Petition Date, the Debtors employed a chief financial
officer, however, the CFO resigned effective March 29.

Mr. Koskiewicz, as interim CFO, will, among other things:

   -- manage the Debtors' financial and treasury functions;

   -- assist the Debtors in obtaining and compiling information
that is needed to present the Debtors' assets to interested
parties and to further support those efforts by assisting with
matters as due diligence and obtaining information that may be
needed to obtain maximum value for the Debtors' stakeholders; and

   -- assist management, as requested, with the elevation of
various restructuring initiatives and strategies.

The interim CFO will be paid a salary of $7,500, on a weekly basis
at the same rate as prior to the Petition Date.

                  About Hi-Way Equipment Company

Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 13-41498) on April 1, 2013.  Charles W. Reeves,
Jr., signed the petition as chief restructuring officer.
Gardere Wynne Sewell, LLP, serves as the Debtor's counsel.  The
Debtor estimated assets and debts of at least $10 million.

Hi-Way Equipment has been providing rental and sales of equipment
since 1948.  In 2008, Hi-Way Equipment acquired Equipment Support
Services, Inc.  As part of that acquisition, Hi-Way Equipment
expanded to become a dealer of Case and Case IH equipment through
CNH America LLC.  With the acquisition of ESS, Hi-Way Equipment
acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett
Industries Partners Acquisition, LLC, Future Equipment Holdings,
LLC, Future Equipment Partners, LLC, Equipment Support Services,
Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings
Acquisition, LLC and Southern Power Acquisition, Inc.  In 2011,
Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment
was the sole surviving entity. Hi-Way Equipment serves as the non-
exclusive dealer of Case and Case IH equipment in numerous
counties across Texas.


HORIZON LINES: May Seek Stockholders OK of Rights Plan Proposal
---------------------------------------------------------------
Horizon Lines, Inc., determined that it intends to (i) include in
its proxy statement for the Company's 2014 Annual Meeting of
Stockholders (to be held on or before June 5, 2014) a proposal
soliciting stockholder approval of the 382 Rights Agreement, dated
as of Aug. 27, 2012, by and between the Company and American Stock
Transfer & Trust Company, as Rights Agent, or (ii) repeal the
Rights Agreement prior to the 2014 Annual Meeting.  In the event
that the Company elects to include the Rights Plan Proposal in the
proxy statement, and the Company does not receive the affirmative
vote of the majority of shares present in person or represented by
proxy at the 2014 Annual Meeting of Stockholders and entitled to
vote on the matter, then the Company will promptly take action to
repeal the Rights Agreement.

The Company's entry into the Rights Agreement was intended to
avoid an "ownership change" within the meaning of Section 382 of
the Internal Revenue Code of 1986, as amended, and thereby
preserve the current ability of the Company to utilize certain net
operating loss carryovers and other tax benefits of the Company
and its subsidiaries.

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

For the year ended Dec. 23, 2012, the Company incurred a net loss
of $94.69 million, as compared with a net loss of $229.41 million
the year ended Dec. 25, 2011.  The Company's balance sheet at
March 24, 2013, showed $654.68 million in total assets, $690.23
million in total liabilities and a $35.55 million total
stockholders' deficiency.

                            Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


IBIO INC: Gets NYSE MKT Listing Non-Compliance Notice
-----------------------------------------------------
iBio, Inc. disclosed that on May 31, 2013, the NYSE MKT notified
the Company that it accepted the Company's Plan of Compliance and
granted the Company an extension until October 14, 2013 to regain
compliance with the continued listing requirements of the
Exchange.  On April 18, 2013, the Company received notice from
NYSE MKT Staff indicating that the Company was below certain of
the Exchange's continued listing standards set forth in Section
1003(iv), which applies if a listed company has sustained losses
that are so substantial in relation to its overall operations or
its existing financial resources, or its financial condition has
become so impaired that it is questionable, in the opinion of the
Exchange, as to whether the listed company will be able to
continue its operations or meet its obligations as they mature.

During the extension period, the Company will be subject to
periodic review by the Staff of the Exchange.  The failure by the
Company to make progress consistent with the accepted plan or to
regain compliance with the continued listing standards by the end
of the extension period could result in the Company being delisted
from the Exchange.

                         About iBio, Inc.

iBio (nyse mkt:IBIO) -- http://www.ibioinc.com-- develops and
offers product applications of its iBioLaunch(TM) and
iBioModulator(TM) platforms, providing collaborators full support
for turn-key implementation of its technology for both proprietary
and biosimilar products.


ICEWEB INC: Post-Effective Amendment 3 to Form S-1 Prospectus
-------------------------------------------------------------
ICEWeb, Inc., has amended its Form S-1 prospectus relating to the
periodic offers and sales by Iroquois Master Fund Ltd., Kingsbrook
Opportunities Master Fund LP, Alpha Capital Anstalt and OTA, LLC,
of up to 43,090,298 shares of the Company's common stock issuable
upon the exercise of common stock purchase warrants held by those
selling stockholders.

The Company will not receive any proceeds from the sale of these
shares by the selling stockholders.  However, the Company will
receive proceeds from the exercise of the warrants if they are
exercised for cash by the selling stockholders.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "IWEB".  The last reported sale price of the
Company's common stock as reported by the OTC Bulletin Board on
April 22, 2013, was $0.0301 per share.

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

                        http://is.gd/X8GJSu

                           About IceWEB

Sterling, Va.-based IceWEB, Inc., manufactures and markets
purpose-built appliances, network and cloud-attached storage
solutions and delivers on-line cloud computing application
services.  The Company's customer base includes U.S. government
agencies, enterprise companies, and small to medium sized
businesses (SMB).

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed
substantial doubt about IceWEB's ability to continue as a going
concern.  The independent auditors noted that the Company had net
losses of $6,485,048 for the year ended Sept. 30, 2012.

The Company reported a net loss of $6.5 million on $2.6 million of
sales in fiscal 2012, compared with a net loss of $4.7 million on
$2.7 million of sales in fiscal 2011.

The Company's balance sheet at March 31, 2013, showed $1.47
million in total assets, $3.39 million in total liabilities and a
$1.91 million total stockholders' deficit.


IDERA PHARMACEUTICALS: Has Until Nov. 25 to Comply NASDAQ Rule
--------------------------------------------------------------
Idera Pharmaceuticals, Inc., received on May 29, 2013, a letter
from the Listing Qualifications Staff of The NASDAQ Stock Market
LLC indicating that although the Company did not evidence
compliance with the minimum $1.00 bid price requirement, as set
forth in NASDAQ Listing Rule 5550(a)(2), within the initial 180
day compliance period ended May 28, 2013, the Company is eligible
for an additional 180 calendar day period, or until Nov. 25, 2013,
to evidence compliance with the Minimum Bid Price Requirement.

On Nov. 26, 2012, while the Company was listed on The NASDAQ
Global Market, the Company received a letter from NASDAQ
indicating that based on the closing bid price of the Company's
common stock for the 30 consecutive business days prior to
Nov. 26, 2012, the Company no longer satisfied the Minimum Bid
Price Requirement as required by NASDAQ Listing Rule 5450(a)(1)
and that, pursuant to NASDAQ Listing Rule 5810(c)(3)(A), the
Company had been provided with an initial period of 180 calendar
days within which to evidence compliance with the Minimum Bid
Price Requirement.  The Company's listing was subsequently
transferred to The NASDAQ Capital Market effective Feb. 7, 2013.
The rules applicable to companies listed on The NASDAQ Capital
Market provide for an additional 180-day compliance period within
which a company may evidence compliance with the Minimum Bid Price
Requirement so long as certain criteria have been met by the
company upon the expiration of the initial 180-day compliance
period.  The Company met those criteria as of May 28, 2013.

In its letter to the Company, NASDAQ indicated that if, at any
time prior to Nov. 25, 2013, the bid price for the Company's
shares closes at or above $1.00 per share for a minimum of 10
consecutive business days (unless the NASDAQ staff exercises its
discretion to extend the minimum 10-day period), NASDAQ will
provide written confirmation to the Company of its compliance with
the Minimum Bid Price Requirement.  If the Company does not regain
compliance with the Minimum Bid Price Requirement by Nov. 25,
2013, the NASDAQ staff will provide to the Company written
notification that the Company's shares are subject to delisting
based on the deficiency.  At that time, the Company may appeal the
delisting determination to the NASDAQ Listing Qualifications
Panel.  In the letter, NASDAQ also indicated that, if the Company
were to appeal such a determination to the Panel, the Company
would be asked to provide a plan to regain compliance and advised
the Company that, historically, the Panel has generally viewed a
near-term reverse stock split as the only definitive and
acceptable plan to resolve a bid price deficiency.

                     About Idera Pharmaceuticals

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

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

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

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


INTERFAITH MEDICAL: Can Employ Charles A. Barragato as Accountant
----------------------------------------------------------------
Interfaith Medical Center, Inc., received authority from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Charles A. Barragato & Co. LLP, as tax accountants.

CAB will prepare these tax returns for the Debtor for the year
ended Dec. 31, 2012: (a) Federal Form 990; (b) New York State Form
CHAR500; and (c) extensions for filing the preceding returns, as
needed.

The Debtor has agreed to compensate CAB for the Fixed Fee Services
rendered in this Chapter 11 case for a fixed fee of $20,000.  If
the Debtor requests and CAB provides hourly fee services, the
Debtor has agreed to compensate CAB based on CAB's standard hourly
rates ranging from $150 to $420 per hour.

                 About Interfaith Medical Center

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

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

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

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

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


INTERLEUKIN GENETICS: Pyxis Lowers Stake to 30.8% as of May 17
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Pyxis Innovations Inc. and its affiliates
disclosed that, as of May 17, 2013, they beneficially owned
37,565,478 shares of common stock of Interleukin Genetics, Inc.,
representing 30.8 percent of the shares outstanding.  Pyxis
Innovations previously reported beneficial ownership of
37,579,298 common shares or 55.7 percent equity stake as of
Nov. 30, 2012.  A copy of the amended regulatory filing is
available for free at http://is.gd/jivCxu

                        About Interleukin

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

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

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

                        Bankruptcy Warning

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


INTERLEUKIN GENETICS: Delta Dental Held 8.9% Stake as of May 17
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Delta Dental Plan of Michigan, Inc.,
disclosed that, as of May 17, 2013, it beneficially owned
10,928,961 shares of common stock of Interleukin Genetics, Inc.,
representing 8.9 percent of the shares outstanding.  Delta Dental
previously reported beneficial ownership of 10,928,962 common
shares or a 22.9 percent equity stake as of June 29, 2012.  A copy
of the amended filing is available at http://is.gd/Omki0q

                         About Interleukin

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

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

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

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

                        Bankruptcy Warning

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


INSPIREMD INC: Copy of Presentation Intended for Benchmark Meet
---------------------------------------------------------------
InspireMD, Inc., intends, from time to time, to present or
distribute to the investment community and utilize at various
industry and other conferences a slide presentation which is
available for free at http://is.gd/KEz18e

The Company previously said that representatives of the Company
would be attending the Benchmark Company, LLC One-on-One Investor
Conference on May 30, 2013, in Milwaukee, WI.  However, due to
scheduling conflicts, the Company's representatives were not
unable to attend the conference.

                          About InspireMD

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

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

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $14.31 million on $3.37 million of revenues, as
compared with a net loss of $13.65 million on $4.41 million of
revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $9.79
million in total assets, $13.20 million in total liabilities, and
a $3.40 million total capital deficiency.

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

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


IZEA INC: Borrows $250,000 From Director; CFO's Employment Ends
---------------------------------------------------------------
IZEA, Inc., entered into an unsecured loan agreement with Brian W.
Brady, a director of the company.  Pursuant to this agreement, the
Company received a short term loan of $250,000 due on June 3,
2013.  The note bears interest at 7 percent per annum with a
default rate of interest at 12 percent based on a 360 day year.

Meanwhile, the last day of employment for Donna Mackenzie, the
Company's Chief Financial Officer, was May 23, 2013.  The Company
will be using the services of an interim financial consultant
until a replacement Chief Financial Officer is appointed.

                         About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

The Company has incurred significant losses from operations since
inception and has an accumulated deficit of $20.9 million as of
June 30, 2012.  The Company's balance sheet at March 31, 2013,
showed $1.01 million in total assets, $2.96 million in total
liabilities and a $1.94 million total stockholders' deficit.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed
substantial doubt about IZEA's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring operating losses and had an accumulated
deficit at Dec. 31, 2011, of $18.1 million.


JACK COOPER: S&P Assigns 'B-' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
corporate credit rating to Kansas City, Mo.-based Jack Cooper
Holdings Corp.  The outlook is stable.

At the same time, S&P assigned a 'B-' rating to the company's
$225 million senior secured notes due 2020, as well as a '4'
recovery rating, indicating its expectations that lenders would
receive average (30% to 50%) recovery of principal in a payment
default scenario.  S&P based all ratings on preliminary offering
statements, and they are subject to review of final documentation.
The company will use the proceeds to refinance existing debt and
preferred stock.

"The ratings on Jack Cooper reflect the truckload carrier's highly
leveraged financial profile, as well as its limited customer
diversity and participation in the capital intensive and cyclical
trucking sector, which is subject to pricing pressure and intense
competition," said Standard & Poor's credit analyst Anita Ogbara.
The company's market position as the largest car hauler in the
U.S. only partly offsets these weaknesses.  S&P characterizes the
company's business risk as "weak," its financial risk as "highly
leveraged," and its liquidity as "adequate," according to its
criteria.  In 2013, following the proposed secured notes offering,
S&P's base case anticipates fund from operations (FFO) to total
debt (including contingent liabilities under multiemployer pension
plans [MEPPs] totaling $478 million) in the 1% area and debt to
EBITDA of about 11x to 12x.

While the company maintains a significant market position in car
hauling, Jack Cooper has very limited customer diversity.  The
company's key customers include several large U.S. original
equipment manufacturers, and the largest customer (General Motors)
represents almost 50% of total revenues.  The company's cost
structure is constrained due to its mostly unionized workforce.
EBITDA margins are in the high-single-digit percent area (based on
gross revenues including fuel surcharges), which is below its peer
trucking companies such as Swift Corp., US Xpress Enterprises
Inc., and J.B. Hunt Transport Services Inc.

Standard & Poor's expects Jack Cooper to use proceeds from the
proposed secured notes offering to repay existing debt and
preferred equity.  This year, planned capital expenditures are
about $20 million, which is comparable with 2012 levels.  S&P
expects capital spending to be stable over the next few years,
given management's plans to update the fleet and manage fleet age.

The outlook is stable, reflecting S&P's belief that Jack Cooper's
operating profitability and financial profile will improve
gradually over the next few years, due primarily to earnings
growth from increased volumes in the auto industry.

S&P could lower the ratings if the auto industry experiences a
slowdown or operational challenges cause Jack Cooper's earnings to
weaken and EBITDA margin declines to the mid-single-digit percent
area on a sustained basis, or liquidity to become constrained,
such that we revise our liquidity assessment to "less than
adequate" or "weak."

Although less likely, S&P could raise the ratings if earnings
growth and debt reduction result in an EBITDA margin in the mid-
teen percent area and FFO to debt rising above 10% on a sustained
basis (which would be about 25% not including adjustments for
MEPPs).  S&P considers MEPPs as a debt-like liability, but its
rating-change threshold also considers credit measures that don't
include this MEPP adjustment.


JACKSONVILLE BANCORP: Fails to Comply with $1 Bid Price Rule Anew
-----------------------------------------------------------------
Jacksonville Bancorp, Inc., received notice from the Listing
Qualifications staff of The Nasdaq Stock Market stating that the
Company no longer complies with Nasdaq Listing Rule 5550(a)(2), as
the bid price of the Company's common stock closed below the
minimum $1.00 per share for the 30 consecutive business days prior
to the date of the letter.  In accordance with Nasdaq Listing Rule
5810(c)(3)(A)(ii), the Company will be provided an initial grace
period of 180 days, or until Nov. 25, 2013, to regain compliance
with the Minimum Bid Price Rule.  The Company may regain
compliance with the Minimum Bid Price Rule if the closing bid
price of the Company's common stock remains at or above $1.00 per
share for a minimum of 10 consecutive business days at any time
before Nov. 25, 2013.  If the Company does not regain compliance
with the Minimum Bid Price Rule by Nov. 25, 2013, the Company may
be eligible for an additional grace period of 180 days if it
satisfies all of the requirements, other than the minimum bid
price requirement, for listing on The Nasdaq Capital Market.

The Notice has no effect on the listing of the Company's common
stock at this time and the Company's common stock will continue to
trade on The Nasdaq Capital Market under the symbol "JAXB."  The
Company intends to monitor the bid price for its common stock
between now and Nov. 25, 2013, and will consider various options
available to the Company if its common stock does not trade at a
level that is likely to regain compliance.

The Company's shareholders have authorized an amendment to the
Company's articles of incorporation, to be implemented in the
discretion of the Company's board of directors, to effect a
reverse stock split of the Company's outstanding common stock and
nonvoting common stock at a ratio of up to 1-for-20, the exact
split ratio to be determined in the sole discretion of the board.
As of May 31, 2013, the board has not taken any action to
implement the Reverse Stock Split Amendment.

The Company received a similar notice from the Staff on
Nov. 29, 2012, stating that the Company no longer met the
requirement of maintaining a minimum bid price of $1.00 per share
on The Nasdaq Global Market.  On Jan. 23, 2013, the Staff notified
the Company that it had regained compliance with the minimum bid
price rule.

                      About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999, and
provides a variety of community banking services to businesses and
individuals in Jacksonville, Florida.

Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010.  The Company's balance sheet at March 31, 2013,
showed $520.89 million in total assets, $487.47 million in total
liabilities and $33.42 million in total shareholders' equity.

"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%.  As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU.  If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes.  Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


JAMES RIVER: Issues $123.2 Million Convertible Senior Notes
-----------------------------------------------------------
James River Coal Company entered into an indenture with U.S. Bank
National Association, as Trustee, pursuant to which the Company
issued its new 10.00 percent Convertible Senior Notes due 2018 in
an aggregate principal amount of $123,261,000.  The New Notes were
issued in connection with the Company's previously announced
separate, privately negotiated exchange transactions in which the
Company retired $89,978,000 in aggregate principal amount of its
4.50 percent Convertible Senior Notes due 2015 and $153,368,000 in
aggregate principal amount of its 3.125 percent Convertible Senior
Notes due 2018 in exchange for issuance of the New Notes.

The New Notes are the Company's senior unsecured obligations
ranking equally with all of the Company's other existing and
future senior unsecured indebtedness and are guaranteed by certain
subsidiaries of the Company.  The New Notes bear interest at a
rate of 10.00 percent per annum with respect to each $1,000
original principal amount of New Notes and are payable semi-
annually in arrears on June 1 and December 1 of each year,
beginning Dec. 1, 2013.  The New Notes will mature on March 15,
2018, subject to earlier conversion or repurchase.

The New Notes are convertible into shares of Company common stock
at a conversion rate of 200 shares per $1,000 in original
principal amount of New Notes, subject to adjustment pursuant to
customary anti-dilution provisions contained in the indenture,
which is equal to an initial conversion price of $5.00 per share.
The New Notes may be converted in whole or in part into shares of
common stock prior to maturity (unless earlier repurchased), at
the option of the holder.  In addition, upon satisfaction of
certain conditions, the Company may elect to convert the New
Notes, in whole or in part, prior to maturity.  Upon certain
fundamental changes, holders will have the option to require the
Company to purchase all or any portion of the holder's New Notes
at a purchase price equal to 100 percent of the principal amount
of the New Notes to be so repurchased, plus any accrued and unpaid
interest to, but excluding, the fundamental change repurchase
date.

The Company has agreed to file a shelf registration statement
under the Securities Act of 1933, as amended, covering the resale
of the shares of Company common stock issuable upon conversion of
the New Notes.

A copy of the Indenture is available for free at:

                         http://is.gd/lDBkQK

                          About James River

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

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

                           *     *     *

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

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

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


JAMES RIVER: GLG Partners Held 6% Equity Stake at May 17
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, GLG Partners LP and GLG Partners Limited disclosed
that, as of May 17, 2013, they beneficially owned 2,308,200 shares
of common stock issuable upon conversion of $11,541,000 in
principal amount of 10 percent Convertible Senior Notes due 2018
of James River Coal Company representing 6 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/df8AGj

                         About James River

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

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

                           *     *     *

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

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

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


JEDD LLC: Plan Confirmation Hearing Continued Until July 11
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
continued until July 11, 2013, at 9:30 a.m., the hearing to
consider the confirmation of Jedd, LLC's Amended Plan of
Liquidation.

The Court will also consider the objections filed by Progressive
Savings Bank and Union Bank to the Amended Plan.

Lender Progressive Savings Bank, in its objection, stated that the
proposed Plan, among other things:

   1. impermissibly discharges and enjoins lender's claims against
      non-debtor third parties; and

   2. does not adequately provide for payment of property tax
      claims.

Union Bank stated in its objection that the Plan impermissibly
proposes to relieve the non-debtor guarantors of their obligation
to Union Bank.  Union Bank holds a claim of $670,894 plus interest
and attorney fees secured by real estate owned by the Debtor.

As reported in the TCR on Oct. 26, 2012, according to the
explanatory disclosure statement, the Debtor will surrender or
release collateral to each of its four secured creditors, and
distribution of proceeds from the liquidation to priority
claimants and then to non-insider creditors.  The Debtor will
transfer by deeds its parcels of real property to the secured
creditors -- Clayton Bank and Trust, Peoples Bank and Trust Co.,
Progressive Savings Bank, and Union Bank -- not later than
18 months after the effective date.  Under the Plan, only the
scheduled non-insider unsecured creditors, who hold total
claims of $306,105, would share any funds remaining after the
administrative and priority claims totaling $143,727 are paid.
Membership interests in the Debtor will be terminated.

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

A copy of the ORIGINAL Disclosure Statement is available for free
at: http://bankrupt.com/misc/Jedd_LLC_DS_101812.pdf

                          About JEDD LLC

JEDD, LLC, filed a bare-bones Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 12-05701) on June 20, 2012, in Cookeville,
Tennessee.  JEDD is generally in the business of developing,
marketing and selling real estate in the Big South Fork area near
Jamestown, Tennessee.  According to http://www.tnrecprop.com/,
JEDD has activity and developments in Fentress County, including
Flat Rock Reserve, Nichol Creek FARMS, Fortune 7 Homes, Island in
the Sky, Concierge Services, Hunter's Ridge, River Park and Clear
Fork.

JEDD has filed schedules disclosing $13,377,782 in total assets
and $13,694,539 in total liabilities.

Paul "Doug" Gates, a co-founder and VP of operations, signed the
Chapter 11 petition.  Mr. Gates is also the CEO of Fortune 7 Inc.,
owner and operator of three engineering firms specializing in
electrical, microwave and construction engineering.

Judge Keith M. Lundin oversees the case.  Lawyers at Gullett
Sanford Robinson & Martin, PLLC, serve as the Debtor's counsel.


JEFFERSON COUNTY: Leaders Vote to Approve Sewer-Debt Deal
--------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that
Jefferson County, Ala., leaders voted Tuesday to accept a debt-
settlement plan that will dramatically slash the $3.1 billion owed
on its sewer system and allow the struggling county to get out of
bankruptcy.

                      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.


KAHN FAMILY: June 20 Hearing on Employment of Levy Law Firm
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina will
convene a hearing on June 20, 2013, at 10 a.m., to consider Kahn
Family, LLC's employment of R. Geoffrey Levy and the Levy Law
Firm, LLC, as counsel.

Levy received a $75,000 retainer from the Debtor on April 15,
2013.  The hourly rates of Levy's personnel are:

         R. Geoffrey Levy, attorney            $425
         Susan M. Levy, attorney               $275
         Robin C. Osborne, senior paralegal    $150
         Brien P. Levy, paralegal              $120
         Whitney E. Wolfe, paralegal           $100

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

                       About Kahn Family, LLC

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  Geoffrey Levy, Esq., at
Levy Law Firm, LLC, serves as the Debtors' counsel.


KAHN FAMILY: Taps CBRE/The Furman as Real Estate Management Broker
------------------------------------------------------------------
Kahn Family, LLC, asks the U.S. Bankruptcy Court for the District
of South Carolina for permission to employ Stephen B. Smith and
CBRE/The Furman Co., as its real estate management broker.

Mr. Smith and the firm will rent, lease, manage, collect and
receive rents, and operate the premises of these properties for
these fees:

   301 N. Main Street, Greenville,        -- $5,000 per month plus
   South Carolina                            reimbursable expenses

   300 University, Greenville,            -- $1,500 per month plus
   South Carolina                            technical Services
                                             staff fees of $50 per
                                             hour.

The leasing commission are:

   1. four percent payable to firm if its only broken involved --
      new lease;

   2. seven percent - three percent to firm and four percent to
      procuring broker -- new lease;

   3. two percent payable to firm if only broker involved --
      renewal

   4. four percent - two percent payable to firm and two percent
      to procuring broker -- renewal;

   5. month-to-month tenancy 1/2 of the first month's rental but
      not less than $1,000 Commission on new lease payable 1/2 at
      execution and 1/2 occupancy Commission on renewal payble in
      full at execution.

To the best of the Debtor's knowledge, the firm does not hold or
represent any interest adverse to the estate.

                         About Kahn Family

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  Geoffrey Levy, Esq., at
Levy Law Firm, LLC, serves as the Debtors' counsel.


KAHN FAMILY: Taps Marty P. Ouzts and Ouzts Ouzts as Accountants
---------------------------------------------------------------
Kahn Family, LLC, asks the Bankruptcy Court for permission to
employ Marty P. Ouzts, CPA, of Ouzts, Ouzts and Varn, PC, its as
accountants to perform consulting accounting services, including
preparation of Plan feasibility analysis and related matters.

No prepetition compensation of any kind is owed to the Mr. Ouzts
or his business.

To the best of the Debtor's knowledge, Mr. Ouzts and his firm are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Kahn Family, LLC

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  Geoffrey Levy, Esq., at
Levy Law Firm, LLC, serves as the Debtors' counsel.


KAHN FAMILY: Wants to Hire Bill Quattlebaum, CPA as Accountant
--------------------------------------------------------------
Kahn Family, LLC, asks the U.S. Bankruptcy Court for the District
of South Carolina for permission to employ Bill Quattlebaum, CPA
of Elliott Davis, LLC, as accountant.

To the best of the Debtor's knowledge, Mr. Quattlebaum and his
accounting business are "disinterested persons" as that term is
defined in Section 101(14) of the Bankruptcy Code.

According to Mr. Quattlebaum, his fee range of $265 per hour is
equal to and more likely less than those charged for similar
services in the accounting business.

                       About Kahn Family, LLC

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  Geoffrey Levy, Esq., at
Levy Law Firm, LLC, serves as the Debtors' counsel.


KAHN FAMILY: Creditors Meeting Continued Until June 10
------------------------------------------------------
The U.S. Trustee for Region 4 continued until June 10, 2013, at
10:45 a.m., the meeting of creditors in the Chapter 11 case of
Kahn Family, LLC.  The meeting will be held at the U.S. Trustee's
Office, Room 557, Strom Thurmond Federal Building, 1835 Assembly
Street, Columbia, South Carolina.

The meeting of creditors is continued from May 24.

                       About Kahn Family, LLC

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  Geoffrey Levy, Esq., at
Levy Law Firm, LLC, serves as the Debtors' counsel.


KEMET CORP: Files Copy of Investor Presentation with SEC
--------------------------------------------------------
Per-Olof Loof, chief executive officer, and William M. Lowe, Jr.,
executive vice president and chief financial officer, of KEMET
Corporation, provided certain investor presentations, including an
investor presentation that commenced on Wednesday, May 29, 2013,
in Boston, Massachusetts.  The slide package prepared by the
Company used in connection with this presentation is available for
free at http://is.gd/0BUKW3

                            About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET generated revenues of $851 million
for the latest 12 months ended Dec. 31, 2012.  KEMET's common
stock is listed on the NYSE under the symbol "KEM."

The Company's balance sheet at Dec. 31, 2012, showed $926.34
million in total assets, $622.52 million in total liabilities and
$303.81 million in total stockholders' equity.

                            *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1
from B2 and the Probability of Default Rating to Caa1-PD from B2-
PD based on Moody's expectation that KEMET's liquidity will be
pressured by maturing liabilities and negative free cash flow due
to the interest burden and continued operating losses at the Film
and Electrolytic segment.

KEMET carries a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.


KIT DIGITAL: Plan May End Up Paying Only 40% to Unsecureds
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Kit Digital Inc. has a Chapter 11
reorganization plan advertised as paying unsecured creditors in
full, the official creditors' committee says the plan may end up
paying only 40 percent of the group's claims.  Because proposed
disclosure materials don't reveal the possibility of a loss for
unsecured creditors whose claims total from $11.5 million to
$14.9 million, the committee filed papers this week opposing Kit's
request for sending the plan to creditors for a vote.

"If the moon, the sun and stars don't align, there won't be enough
cash to pay creditors in full," the committee's lawyer Cathy
Hershcopf said in an interview.  Hershcopf is with Cooley LLP in
New York.

The report notes that in a June 4 court filing, the committee said
full payment is "entirely dependent" on a "mass reduction of the
unsecured claims pool."  The disclosure statement comes up for
approval at a June 10 hearing.  Adding to the likelihood unsecured
creditors won't be fully paid, the committee noted that full
payment depends on putting non-securities lawsuit claims in a
different class and giving those claims different treatment.  The
committee says the plan can't be approved by the court since it
violates the absolute priority rule by allowing shareholders to
retain ownership without a guarantee of full payment to creditors.

The report relates that Jennifer Feldsher from Bracewell &
Giulliani LLP, attorneys for the company, said in an interview
that she hadn't yet reviewed objections and thus didn't have a
comment.

Kit now has an official shareholders' committee.  An ad hoc group
of stockholders previously said they have an alternative plan
giving a higher recovery on existing equity without requiring
equity holders to make a new investment.

                         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.


KIT DIGITAL: Updates Plan to Add Details on Warrants
----------------------------------------------------
KIT digital, Inc. on June 4 disclosed that it filed an update to
its Plan of Reorganization which, among other things, provides
additional details on the Reorganized KDI Warrants that KIT
digital shareholders will receive under the Plan.  As previously
announced, the Plan includes a recapitalization of the Company
which is fully backstopped by three of the Company's largest
shareholders, Prescott Group Capital Management, JEC Capital
Partners, and Ratio Capital Partners, and it includes an
opportunity for all existing shareholders to participate in the
recapitalization.  The Plan contemplates that all vendors and
suppliers will be paid in full for all valid pre-petition claims
based on existing estimates of allowed general unsecured claims.

As detailed in the Plan, the Company will issue one Reorganized
KDI Warrant for each outstanding share of the Company's Common
Stock.  The Reorganized KDI Warrants will enable existing
shareholders of KIT digital to obtain shares in the reorganized
company at the same price per share as the Plan Sponsor Group.
Reorganized KDI Warrants will entitle Holders to receive up to
44.645% of the reorganized company.  The Plan, as updated today,
provides that the Reorganized KDI Warrant exercise price will be
$0.205 per Warrant.  The Company may also issue warrants to
satisfy allowed subordinated litigation claims (if any) that are
not satisfied from Available Cash on the same terms as the
Reorganized KDI Warrants.  Any warrants issued to satisfy allowed
subordinated litigation claims will share on a pro rata basis the
equity share available to existing shareholders.

The Company also reported that the Plan Sponsor Group has reached
an agreement with Western Technology Investments, the Company's
senior lender.  Under that agreement, the Plan Sponsor Group
acquired a 92.8% interest in the outstanding debt held by WTI.
The principal balance of the debt that WTI continues to own is
$650,000 and WTI has agreed to exchange that amount for shares in
the reorganized company at the same price per share paid by the
Plan Sponsor Group under the Plan.  WTI will also receive $1.5
million in warrants in the reorganized company with a strike price
equal to an enterprise value of $150 million.  Both the shares
issued to WTI and the WTI warrants will dilute all shareholders of
the reorganized company.  In return for this agreed treatment
under the Plan, WTI has agreed not to pursue several provisions in
their loan agreements, including default-rate interest, success
fees, payment premiums, and interest make-wholes which, in
aggregate, will save the Company up to approximately $10 million
in cash.

"We continue to take necessary steps to effectuate the
restructuring to maximize value for our creditors and shareholders
and emerge with a strong balance sheet and a product and services
platform that is built for profitable growth.  We appreciate the
continued support of our employees, customers, suppliers and
shareholders as we continue through the restructuring process,"
said Fabrice Hamaide, Chief Financial Officer of the Company.

Any capitalized terms used herein are defined in the Company's
Plan of Reorganization, which is available on
http://www.americanlegalclaims.com/kdi

                         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.


KITCHENS BROTHERS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Kitchens Brothers Manufacturing Company
        15190 Monticello Road
        Hazlehurst, MS 39083

Bankruptcy Case No.: 13-01710

Chapter 11 Petition Date: May 30, 2013

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Judge: Neil P. Olack

Debtor's Counsel: Craig M. Geno, Esq.
                  LAW OFFICES OF CRAIG M. GENO, PLLC
                  587 Highland Colony Pkwy.
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050
                  E-mail: cmgeno@cmgenolaw.com

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

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

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

The petition was signed by D. Greg Kitchens, president.


LAND SECURITIES: Wins Nod to Use State Farm Cash Collateral
-----------------------------------------------------------
Bankruptcy Judge Michael E. Romero in mid-May entered an order
authorizing debtor LSI Retail II, LLC, to use cash collateral
pursuant to an agreement between the Debtor and secured creditor
State Farm Life Insurance Company.

LSI Retail's bankruptcy case is jointly administered with Land
Securities Investors, Ltd., and Conifer Town Center, LLC.

The Debtor may use Cash Collateral for the payment of reasonable
and necessary expenses incurred in the ordinary course of the
operation of its Roxborough Property according to the terms of the
budget.

The Debtor's rights to use any cash collateral of State Farm will
automatically terminate on July 31, 2013, unless State Farm and
the Debtor agree in writing to an extension.

State Farm is granted an administrative claim against the estate
and a replacement lien and security interest in all assets of the
Debtor that would have constituted State Farm's collateral but for
the filing of this bankruptcy case, for every dollar of cash
collateral expended by the debtor after the Petition Date, except
cash collateral spent by the Debtor on expenses approved by State
Farm pursuant to the budget, as adequate protection.

State Farm will use post-petition escrow receipts to pay the
delinquent real estate taxes in the approximate amount of $17,000
on the Debtor's real property commonly referred to as Lot 117B and
identified by the Douglas County Assessor's Office as Account
Number R0460307.

                      About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer
Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  Land Securities disclosed $46,978,954.37 in total assets
and $29,616,097.77 in total liabilities.

The Debtors are real estate developers and investors.

The Office of the U.S. Trustee for Region 19 said that it was
unable to appoint an official committee of unsecured creditors.


LAND SECURITIES: Employs Real Estate Appraisers
-----------------------------------------------
LSI Retail II, LLC, sought and obtained approval from the U.S.
Bankruptcy Court for the District of Colorado to employ Martin S.
Kane and East-West Econometrics, LLC, as commercial real estate
appraisers.

LSI Retail's bankruptcy case is jointly administered with Land
Securities Investors, Ltd., and Conifer Town Center, LLC.

The Debtor owns certain real property located in Douglas County,
Colorado, consisting of a shopping center.  Secured creditor State
Farm Life Insurance Company has filed a motion for relief from
stay with respect to the property.

The Debtor intends to call Martin S. Kane as an appraiser to
testify concerning the value of the property at the hearing on the
Motion for Relief from Stay.  His testimony relates to, inter
alia, State Farm's bad faith argument under Bankruptcy Code
section 326(d)(1) and the feasibility of the Debtor's Plan.  Mr.
Kane has agreed to testify concerning the valuation of the Real
Property.

Martin S. Kane and James M. Bittel on behalf of East-West
Econometrics attest that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Kane has agreed to be paid for his services at these rates:

        Appraisal: $4,500
        Preparation time: $150/hr.
        Deposition time: $200/hr.
        Trial time: $200/hr.
        Travel time: $100/hr.

                      About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer
Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  Land Securities disclosed $46,978,954.37 in total assets
and $29,616,097.77 in total liabilities.

The Debtors are real estate developers and investors.

The Office of the U.S. Trustee for Region 19 said that it was
unable to appoint an official committee of unsecured creditors.


LAND SECURITIES: Can Employ Ross Real Estate for Listing
--------------------------------------------------------
LSI Retail II, LLC, sought and obtained approval from the U.S.
Bankruptcy Court to employ Ross Real Estate Ltd., d/b/a Newmark
Grubb Knight Frank as a brokerage firm to lease Debtor's real
property.

LSI Retail's bankruptcy case is jointly administered with Land
Securities Investors, Ltd., and Conifer Town Center, LLC.

The Debtor owns real and related property consisting of a 56,000
square foot mixed use and office center located at 8361 N. Rampart
Range Rd., Littleton, CO 80125.

The Debtor has entered into an Exclusive Right-to-Lease Listing
Contract dated March 15, 2013, with Ross Real Estate.  The
contract is for a listing period from April 1, 2013 until
March 31, 2014.

Ross Real Estate will represent the Debtor as Debtor's agent and
will treat the Debtor's tenants as customers unless Ross Real
Estate currently has or enters into an agency or transaction-
brokerage relationship with the tenant, in which case, Ross Real
Estate will act as a Transaction-Broker.

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

                      About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer
Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  Land Securities disclosed $46,978,954.37 in total assets
and $29,616,097.77 in total liabilities.

The Debtors are real estate developers and investors.

The Office of the U.S. Trustee for Region 19 said that it was
unable to appoint an official committee of unsecured creditors.


LAND SECURITIES: SFS Approved as Debtor's Financial Expert
----------------------------------------------------------
LSI Retail II, LLC, sought and obtained permission from the
Bankruptcy Court to employ Adam Margolin and Structured Finance
Solutions, LLC, as an interest rate, feasibility, and financial
expert.

LSI Retail's bankruptcy case is jointly administered with Land
Securities Investors, Ltd., and Conifer Town Center, LLC.

The Debtor has filed or will file a Plan of Reorganization
imminently.  A key factor in the Debtor's Plan of Reorganization
is the appropriate market rate of interest to be applied in the
within case.

Mr. Margolin is an expert in market rates of interest for
properties of the sort owned by Debtor.  Indeed, Mr. Margolin has
extensive experience in analyzing and reporting about current
market rates of interest, and feasibility of debt repayment with
respect to troubled entities and bankruptcy matters.

The firm's hourly rates are:

    Professional                       Rates
    ------------                       -----
    Mr. Margolin                       $425
    SFS Subject Matter Experts         $400
    Sr. Consultants                    $350
    Research Assistants                $250
    Clerical                           $175
    Margolin Travel Time               $250

By separate motion, Mr. Margolin will be seeking a retainer in the
amount of $25,000.

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

                      About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer
Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  Land Securities disclosed $46,978,954.37 in total assets
and $29,616,097.77 in total liabilities.

The Debtors are real estate developers and investors.

The Office of the U.S. Trustee for Region 19 said that it was
unable to appoint an official committee of unsecured creditors.


LDK SOLAR: To Release First Quarter Results on June 11
------------------------------------------------------
LDK Solar Co., Ltd., will report financial results for the first
quarter ended March 31, 2013, before the market opens on Tuesday,
June 11, 2013.  The Company will host a corresponding conference
call and live webcast at 8:00 a.m. Eastern Time (ET) the same day.

To listen to the live conference call, please dial 1-877-941-2068
(within U.S.) or 1-480-629-9712 (outside U.S.) at 8:00 a.m. ET on
June 11, 2013.  An audio replay of the call will be available
through June 21, 2013, by dialing 800-406-7325 (within U.S.) or
303-590-3030 (outside U.S.) and entering the pass code 4621992#.

A live webcast of the call will be available on the Company's
investor relations Web site at http://investor.ldksolar.com.

                           About LDK Solar

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

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

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

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


LDK SOLAR: Fulai Investments Held 21.6% Ordinary Shares at May 20
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Fulai Investments Limited and Mr. Cheng Kin
Ming disclosed that, as of May 20, 2013, they beneficially owned
42,000,000 ordinary shares of LDK Solar Co., Ltd., representing
21.6 percent of the shares outstanding.  The reporting persons
previously reported beneficial ownership of 17,000,000 ordinary
shares as of Jan. 21, 2013.  A copy of the amended regulatory
filing is available for free at http://is.gd/sGrTGy

                          About LDK Solar

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

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

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

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


LEGENDS GAMING: Exclusive Solicitation Period Extended to July 1
----------------------------------------------------------------
Judge Stephen V. Callaway of the U.S. Bankruptcy Court for the
Western District of Louisiana, Shreveport Division, extended until
July 1, 2013, the deadline for Legends Gaming, LLC, et al., to
have exclusive right to obtain acceptances of a plan of
reorganization.

                      About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

William H. Patrick, III, Esq., and Tristan E. Manthey, Esq., at
Heller, Draper, Patrick & Horn, L.L.C., serve as counsel to the
Debtors.  Sea Port Group Securities LLC is the financial advisor.
Kurtzman Carson Consultants LLC serves as claims and notice agent.
The Debtors tapped Jenner & Block LLP as special counsel.

The casinos were to have been sold to an affiliate of the
Chickasaw Nation for $125 million until the buyer pulled out.
They are now in litigation.


LIBERTY MEDICAL: Grant Thornton OK'd as Accounting and Tax Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
ATLS Acquisition, LLC, et al., to employ the accounting firm of
Grant Thornton LLP as accounting and tax advisors for the Debtors.

As reported in the Troubled Company Reporter on April 5, 2013,
Grant Thornton is expected to provide various services, including:

   a. sales and tax returns preparations,
   b. consulting on various state tax issues,
   c. property tax returns preparation,
   d. federal and state income compliance, and
   e. tax provision preparation.

Grant Thornton provided accounting and tax services to the Debtors
prepetition.

The firm's current hourly rates are:

   Professional                            Rates
   ------------                            -----
  US Partners and Managing Directors    $525 to $745
  US Seniors Managers and Managers      $310 to $500
  US Senior Associates and Associates   $185 to $350
  US Interns                            $120 to $200

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

                        About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.


LIBERTY MEDICAL: Rosner Law Now Delaware Counsel for J&J
--------------------------------------------------------
ATLS Acquisition, LLC, et al., notified the U.S. Bankruptcy Court
for the District of Delaware that Stevens & Lee, P.C., has
withdrawn as counsel of record for the J&J entities, namely Aminas
Corporation and Fifescan, Inc.

In this relation, the Rosner Law Group LLC substitutes for Stevens
& Lee, P.C. as Delaware counsel for the J&J Entities.  The law
firm Patterson Belknap Webb & Tyler LLP remains as primary counsel
to the J&J Entities.

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.


LIFECARE HOLDINGS: Completed Hospital Sale to Secured Lenders
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LifeCare Holdings Inc. completed the $320 million
sale of its 26 remaining hospitals to secured lenders in exchange
for debt, according to a statement June 3.

According to the report, completion of the sale was made possible
by bankruptcy court approval in late May of a settlement giving
$1.5 million cash to general unsecured creditors other than
subordinated noteholders.  In addition, the settlement blocks
lawsuits against unsecured creditors for return of payments
received in weeks before bankruptcy.  Unsecured creditors
estimated they will have a 7.5 percent cash recovery as a result
of the settlement.

The report notes that the settlement has $2 million cash for
subordinated noteholders, for a 1.7 percent recovery.  They
receive less than general unsecured creditors in view of
subordination agreements with senior lenders.  The senior lenders
provided another $150,000 for the creditors' lawyers.  The sale
itself was approved in April by the bankruptcy court in Delaware,
on assumption the settlement would be approved later.  There were
no bids to compete with the offer from the lenders, who were owed
about $355 million on a secured credit facility with JPMorgan
Chase Bank NA as agent.

                           About LifeCare

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

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

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

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

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

The lenders provided $25 million in secured financing for the
Chapter 11 case.

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


LIFELINE INC: Bankruptcy Judge Prefers Case Dismissal
-----------------------------------------------------
Bankruptcy Judge Paul Mannes said dismissal, rather than
conversion, of Lifeline Inc.'s Chapter 11 case is in the best
interests of creditors and the estate.

Judge Mannes said, "There is no difference of opinion as to the
lack of progress of this case. Debtor has not filed a Plan of
Reorganization. Its monthly operating reports disclose that in the
period that it has been under the protection of the Bankruptcy
Court, it has had a substantial loss. Since the first of this year
it has turned a modest profit, with its most recently filed report
disclosing a cash profit for April of $4,024.75. How this modest
return will enable Debtor to propose a confirmable plan,
considering the fact that the IRS filed a priority claim in the
sum of $795,543.95, was the subject of Debtor's attorney's
speculation that Lifeline will succeed if it can renegotiate its
contract with the State of Maryland, obtain new patients, and
enlarge its facility. All of these hopes would have to come to
fruition. At this point, the prospect of a finding of feasibility
of any plan seems doubtful at best."

"There is little likelihood of any significant dividend to
creditors upon conversion," the judge said.

The United States, on behalf of the Internal Revenue Service,
asks the Court to dismiss or convert the case to a case under
Chapter 7.  The office of the United States Trustee seeks
dismissal of the case.

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

Lifeline Inc. filed for Chapter 11 bankruptcy (Bankr. D. Md. Case
No. 12-24222) on Aug. 1, 2012, listing under $1 million in both
assets and debts.  Lifeline is represented by Jeffrey M. Sirody,
Esq. -- smeyers5@hotmail.com -- at Sirody, Freiman & Associates,
P.C., as counsel.


LIGHTSQUARED INC: Harbinger to Put Up $80 Million to Cover Fees
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Harbinger Capital Partners LLC, the controlling
shareholder of LightSquared Inc., will put up $80 million to cover
fees so Jefferies LLC can line up financing to pay debt in full,
allowing LightSquared to emerge from Chapter 11 with Harbinger's
ownership intact.

According to the report, Philip Falcone's Harbinger filed papers
on May 31 setting up a hearing on June 6 for approval of fees for
Jefferies.  The papers say Harbinger and Jefferies are both
"highly confident" of nailing down a new senior secured term loan
sufficient to pay creditors in full.

The report notes that Harbinger's announcement came about 10 days
after Dish Networks Corp. made an offer to purchase the spectrum
currently licensed to LightSquared Inc. for $2 billion, according
to people familiar with the offer.  Existing lenders have been
squabbling with LightSquared and Harbinger over financing and
control of Chapter 11 reorganization begun in May 2012.

                      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.


LINDSAY GENERAL: George Geeslin and Evan Altman OK'd as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized Lindsay General Insurance Agency, LLC, to employ George
M. Geeslin and Evan M. Altman as counsels.

As reported in the Troubled Company Reporter on April 22, 2013,
Messrs. Geeslin and Altman will be required:

   (a) to advise the Debtor with respect to its rights, powers,
       duties and obligations as a debtor-in-possession in the
       administration of the case, the operation of its business,
       and the management of its property;

   (b) to prepare pleadings, applications, and conduct
       examinations incidental to administration;

   (c) to advise and represent the Debtor in connection with all
       applications, motions, or complaints for reclamation,
       adequate protection, sequestration, relief from stays,
       appointment of trustee or examiner, and all other similar
       matters;

   (d) to develop the relationship of the debtor-in-possession to
       the claims of the creditors in the proceedings;

   (e) to advise and assist the debtor-in-possession in the
       formulation and presentation of a plan of reorganization
       pursuant to Chapter 11 of the Bankruptcy Code and
       concerning any and all matters relating thereto; and

   (f) to perform any and all other legal services incident and
       necessary.

Lindsay General is one of four related or affiliated Debtor
entities, which filed for Chapter 11 bankruptcy on Feb. 7, 2013.
The others are:

    Destiny General Agency, Inc.       Case No. 13-52731-WLH
    Map General Agency, Inc.           Case No. 13-52729-WLH
    GetAutoInsurance.com Agency, LLC   Case No. 13-52728-WLH

Each entity is an insurance agency and all four entities have
interlocking officers and directors.

The Debtor has paid Mr. Altman and Mr. Geeslin a collective
general retainer of $20,000 for legal services rendered or to be
rendered.  It was split evenly between Mr. Altman and Mr. Geeslin.
The sum of $5,000 was allocated to each of the four cases by the
attorneys.

The Debtor has agreed to compensate Mr. Altman and Mr. Geeslin at
their standard hourly billing rate of $300 for legal services.
Mr. Altman will serve as lead counsel on Map General Agency and
GetAutoInsurance.com Agency while Mr. Geeslin will serve as lead
counsel on Lindsay General Insurance Agency and Destiny General
Agency.  Both attorneys will make every effort to avoid
duplication of work.

To the best of the Debtor's knowledge, the attorneys represent no
interest adverse to the debtor-in-possession or the estate in the
matters upon which they are to be engaged.

                       About Lindsay General

Duluth, Georgia-based Lindsay General Insurance Agency, LLC, filed
a bare-bones Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case
No. 13-52732) in Atlanta on Feb. 7, 2013.  The Debtor estimated
assets and debts of $10 million to $50 million.  The Debtor is
represented by Evan M. Altman, Esq., and George Geeslin, Esq., in
Atlanta.


LINDSAY GENERAL: GetAutoInsurance.Com Files List of Creditors
-------------------------------------------------------------
GetAutoInsurance.Com Agency, LLC, an affiliate of Lindsay General
Insurance Agency, LLC, filed with the Bankruptcy Court a list of
its largest unsecured creditors disclosing:

   Name of Creditor                   Amount of Claim
   ----------------                   ---------------
PC Processing, Inc.                          $234,386
11360 Lakefield Drive No. 101
Johns Creek, GA 30097

Lindsay General Insurance Agency, LLC         $50,000

Michael York                                  $25,000

Listmarketer Software Inc.                    $20,000

Insweb Corporation                            $20,000

Insureme                                      $20,000

Leadkarma LLC                                 $20,000

All Web Leads Inc.                            $19,715

Republic Exchange LLC                         $15,000

Quotewizard.Com                               $15,000

Moss Affiliate Marketing                      $10,000

Preciseleads Inc.                             $10,000

BankRate                                      $10,000

LeadStart                                     $10,000

Nation Safe Drivers                           $10,000

Gardere Wynne Sewell LLP                      $10,000

Corondado Tower LLC                            $5,000

IPFS                                           $4,247

                       About Lindsay General

Duluth, Georgia-based Lindsay General Insurance Agency, LLC, filed
a bare-bones Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case
No. 13-52732) in Atlanta on Feb. 7, 2013.  The Debtor estimated
assets and debts of $10 million to $50 million.  The Debtor is
represented by Evan M. Altman, Esq., and George Geeslin, Esq., in
Atlanta.


LINDSAY GENERAL: U.S. Trustee Unable to Appoint Creditors Panel
---------------------------------------------------------------
The United States Trustee for Region 21 notified the Bankruptcy
Court that no committee of creditors holding unsecured claims has
been appointed in the Chapter 11 cases of Lindsay General
Insurance Agency, LLC.

Duluth, Georgia-based Lindsay General Insurance Agency, LLC, filed
a bare-bones Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case
No. 13-52732) in Atlanta on Feb. 7, 2013.  The Debtor estimated
assets and debts of $10 million to $50 million.  The Debtor is
represented by Evan M. Altman, Esq., and George Geeslin, Esq., in
Atlanta.


LIQUIDMETAL TECHNOLOGIES: Appoints Former Xilinx Exec. to Board
---------------------------------------------------------------
Liquidmetal Technologies, Inc., has appointed high-tech industry
veteran and noted business success author, Richard Sevcik, to its
board of directors, increasing the number of independent directors
to four out of seven serving in total.

"Richard brings more than 40 years of management and high-tech
development experience to our board of directors, as well as
significant experience in corporate governance," said Tom Steipp,
president and CEO of Liquidmetal Technologies.  "He has a very
strong background of operational excellence coupled with
significant experience on both public and private company boards."

Mr. Sevcik is currently president of Sevcik Consulting, which
since 2006 has provided consulting services to leading
semiconductor companies.  He currently serves on the board of
directors of Alpha Omega Semiconductors, a NASDAQ-listed leader in
the power semiconductor market.  He previously served on the board
of directors at SiliconBlue Technologies from 2008 until its
acquisition by Lattice Semiconductor in 2011.  Prior to
SiliconBlue, Sevcik served as executive vice president and board
member at Xilinx, a billion dollar supplier of programmable logic
devices, where he was instrumental in driving the company's
quarterly revenue from $135 million to more than $470 million.

Mr. Sevcik has also held various management positions at Hewlett
Packard ranging, from general manager of HP's business computing
client server systems, to group general manager responsible for
five divisions, several billion dollars in revenue and 2,000
employees.  He also held various positions with Bell Northern
Research (now Nortel Networks) and Bell Laboratories.  Mr. Sevcik
has authored two books, "Character Plus Common Sense" and "Self-
Talk at Work."  He holds a Bachelor of Science degree in
engineering physics from the University of Illinois and a Master's
degree in electrical engineering from Northwestern University.

In connection with Mr. Sevcik's appointment to the Board of
Directors, on May 28, 2013, the Company issued Mr. Sevcik options
to purchase an aggregate of 270,000 shares, with an exercise price
of $0.08 per share.  The options will vest, and Mr. Sevcik may
purchase the underlying shares, as follows: 20 percent of the
options (which would entitle Mr. Sevcik to purchase an aggregate
of 54,000 shares) will vest on May 28, 2014, with the remaining
options then vesting over the next four years, in a series of
forty-eight successive equal monthly installments upon completion
of each month from the grant date, until May 28, 2018, at which
time the options will have fully vested.

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal incurred a net loss of $14.02 in 2012, as compared
with net income of $6.15 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $7.31 million in total assets,
$7.57 million in total liabilities and a $258,000 total
shareholders' deficit.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit, which raises substantial doubt about
the Company's ability to continue as a going concern.


LONESTAR INTERMEDIATE: S&P Affirms 'B-' Sr. Unsecured Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B+' counterparty credit and issuer credit ratings on Lonestar
Intermediate Super Holdings LLC (Lonestar; a wholly owned
subsidiary of NEWAsurion Corp.) and Asurion LLC.  The outlook is
stable.

At the same time, S&P affirmed its 'B-' senior unsecured debt
rating on Lonestar's senior unsecured term loan facilities.  The
recovery rating on the company's senior unsecured term loans
facilities is '6', indicating S&P's expectation of negligible (0%
to 10%) recovery for lenders in the event of a payment default.

S&P also assigned its 'B+' issue-level rating to the company's
proposed $850 million incremental tranche B-2 senior secured term
loan due in June 2020 with a '3' recovery rating, indicating S&P's
expectation for meaningful (50%-70%) recovery for lenders in the
event of a payment default.  Lonestar will use $352 million of the
proceeds to refinance its existing amortizing first-lien term
loan.

"The rating affirmation on Lonestar and Asurion LLC reflects our
belief that, upon completion the proposed transaction, the group's
credit profile will remain within our expectations for the
ratings," said Standard & Poor's credit analyst Polina Chernyak.

The 'B+' counterparty credit ratings on Lonestar and Asurion
reflect NEWAsurion's significant leverage and fluctuating credit
metrics which feature a highly leveraged balance sheet that, along
with the company's financial management strategy, S&P regards as a
ratings weakness.  NEWAsurion's dependence on new subscribers and
contract renewals could challenge the sustainability of its
leading competitive position.  Its operating performance--a key
ratings strength--and its leading competitive position and cash-
generating capabilities (as measured by revenue and EBITDA)
despite difficult market conditions, support the company's
deleveraging capabilities and offset these weaknesses.

The stable outlook reflects S&P's view that NEWAsurion will
continue to generate solid cash flow and will be able to service
its debt adequately.  S&P believes the company's cash-flow
generating ability and EBITDA growth arise largely as a result of
its successful international expansion, strong attachment rates,
and solid competitive position in the handset protection and
extended service warranty market, as well as the value it offers
to its clients and customers.  S&P believes these factors will
enable the company to sustain favorable operating performance
despite the weak economy.

"We expect projected cash flows to support the rating and allow
the company to maintain adequate debt leverage for the current
rating," Ms. Chernyak continued.  "The outlook also incorporates
our belief that the company's credit metrics could be pressured by
its financial management strategy, which we consider to be a
ratings weakness. It's unlikely that we would raise the rating in
the next 12 months because of financial profile constraints.  We
could take a negative rating action if the company cannot maintain
its current operating performance, debt leverage, and EBITDA
coverage that are appropriate for the rating level."


LUCID INC: Borrows $5 Million From Affiliate
--------------------------------------------
Lucid, Inc., closed the $5 million term loan borrowed from
Northeast LCD Capital, LLC, an affiliate of the Company, pursuant
to an Intercreditor and Participation Agreement made under the
Loan and Security Agreement dated July 5, 2012.

As previously reported in the quarterly report on Form 10-Q filed
with the Securities and Exchange Commission on May 20, 2013, the
Company reached the Agreement on the 2013 Term Loan on May 20,
2013.  The 2013 Term Loan is evidenced by a Subsequent Term Note.
The 2013 Term Loan matures on Nov. 20, 2014, and is payable upon
maturity.  The Company may prepay the 2013 Term Loan at any time.
The 2013 Term Loan bears interest at a rate of 7 percent per annum
and is secured by all of the Company's assets.  The 2013 Term Loan
contains, among other customary events of default, a cross default
provision with the existing 2012 Term Loan made under the Loan and
Security Agreement.

                         About Lucid Inc.

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices that assist physicians in the early detection of disease.
The Company's VivaScope(R) platform produces rapid noninvasive,
high-resolution cellular images for subsequent diagnostic review
by physicians, pathologists and other diagnostic readers.

As reported in the TCR on April 9, 2012, Deloitte & Touche LLP, in
Rochester, New York, expressed substantial doubt about Lucid's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that of the Company's recurring losses from
operations, deficit in equity, and projected need to raise
additional capital to fund operations.

The Company's balance sheet at March 31, 2013, showed $1.72
million in total assets, $10.41 million in total liabilities and a
$8.69 million total stockholders' deficit.


MAXYGEN INC: Says It Will Liquidate, Pay Off Shareholders
---------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that California-based
biopharmaceutical company Maxygen Inc. announced that it will
liquidate and dissolve following a first-quarter net loss of $2.1
million, saying it will distribute all available cash to
shareholders after its debts are paid off.

According to the report, the company says it will begin the
dissolution process once it receives approval from its
shareholders, which is expected to happen in the third quarter.
In addition to winding down, the company's CEO and Chief Financial
Officer James Salut will resign as of June 30, the BLaw360 report
added.


MCCOMMAS LFG: Firm Can't Ax Ex-Client's $10MM Legal Fee Claim
-------------------------------------------------------------
By Jess Davis of BankruptcyLaw360 reported that a Texas state
judge said Haynes and Boone LLP must continue to defend against a
former client's claim that the firm is responsible for some of the
$10 million in attorneys' fees the client faced after being sued
for allegedly following the firm's advice to enter bankruptcy.

According to the report, Dallas County District Judge Martin
Hoffman said in a ruling from the bench that he was denying Haynes
and Boone's motion for summary judgment dismissal of the claim for
attorneys' fee damages.

Dallas, Texas-based McCommas L.F.G. Processing Partners, L.P., and
McCommas Landfill Partners, L.P., filed their voluntary Chapter 11
petitions on May 7, 2007, with the U.S. Bankruptcy Court for the
Northern District of Texas (Dallas).  The lead bankruptcy case is
assigned Case No. 07-32219.


MCDERMID INCORPORATED: Moody's CFR Unaffected by $25MM Debt Upsize
------------------------------------------------------------------
Moody's Investors Service said MacDermid Incorporated's plan to
upsize its second lien term loan to $360 million from $335 million
does not impact the firm's B2 Corporate Family Rating (CFR),
ratings on its proposed debt or its outlook.

MacDermid, Incorporated is a global manufacturer of a variety of
chemicals and technical services for a range of applications and
markets including; metal and plastic finishing, electronics,
graphic arts, and offshore drilling. In April 2007, MacDermid was
taken private through a management led buy-out and is currently
owned by investment funds managed by Court Square Capital Partners
and Weston Presidio, and by MacDermid's management, including
Daniel Leever, its Chairman & CEO. The company maintains its
headquarters in Denver, Colorado and operates facilities
worldwide. Revenues for the year ending March 31, 2013 were $731
million.


MCMORAN EXPLORATION: S&P Raises Corp. Credit Rating From 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating and unsecured debt ratings on New Orleans-based
McMoRan Exploration Co. to 'BBB' from 'B-'.  S&P removed the
ratings from CreditWatch, where it placed them with positive
implications on Dec. 6, 2012, following Freeport-McMoRan's
announcement of its plan to acquire McMoRan.  The outlook on
McMoRan is negative, reflecting that of its parent company
Freeport-McMoRan.  Subsequently, S&P withdrew the corporate credit
rating on McMoRan.

The rating actions follow the completion of McMoRan's acquisition
by Freeport-McMoRan Copper & Gold (BBB/Negative/--) on June 3,
2013.

Freeport-McMoRan is providing an unconditional guarantee on
McMoRan's 11.875% senior notes due 2014.  Therefore, S&P is
raising the issue-level ratings on the assumed debt to 'BBB' from
'B-' to be consistent with the issue-level ratings on Freeport-
McMoRan's other unsecured debt issues.


MERIDIAN SPORTS: Completes Chapter 11 Financial Reorganization
--------------------------------------------------------------
Praesidian Capital on June 5 disclosed that Meridian Sports Clubs
California, LLC, which operates fitness clubs in California,
Hawaii and Nevada, has completed its Chapter 11 financial
reorganization and emerged with new equity owners and financing to
provide new opportunities for its operations going forward.  Under
the Plan of Reorganization which is now in effect, Meridian
exchanged debt for equity which is held by an affiliate of
Praesidian Capital, a provider of mezzanine capital for small and
mid-sized companies, and an affiliate of another mezzanine lender.
The new financing includes a $7.5 million term loan extended in
part by Praesidian and a $4.5 million revolving credit facility
with Praesidian.

"We are pleased to have completed this process in less than eight
months and to have achieved our main objective -- the deleveraging
of the company so that it has a strong financial structure for the
future," stated Jason Drattell, Praesidian founder and managing
partner.  "On behalf of the entire management team, I want to
thank all the employees, vendors, and members whose support has
made this successful transition possible."

Mr. Drattell also noted that the company had recently opened a new
club in Honolulu called Island Club and Spa.  Island Club and Spa
represents the most luxurious and sophisticated gym and spa on
Oahu, with advanced fitness equipment lines and extensive spa
services.

"Having worked with the fitness industry in the past, we
understand the importance of creating the right brand and
providing the right services to members," he noted.  "We are
excited about the opportunities the new Meridian presents,
particularly as we invest new money into facilities to ensure they
meet the high standards our clients both expect and anticipate."

During the Chapter 11 case, Meridian was advised by its bankruptcy
counsel, Pachulski Stang Ziehl & Jones LLP.  Praesidian was
advised by Morrison Cohen LLP.  The creditors committee was
represented by Sheppard Mullin Richter & Hampton LLP. The company
today serves about 15,000 members.

                 About Meridian Sports Club

Meridian Sports Clubs of California LLC, a chain of health clubs
mostly in southern California, sought Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-19163) on Oct. 16, 2012, in
Woodland Hills, California.  Two affiliates also sought Chapter 11
protection.

As of the bankruptcy filing, Meridian owned or operated 10 sports
clubs, seven of which are located in southern California, one in
northern California, one in Nevada, and one in Honolulu, Hawaii.
Meridian had approximately 580 employees, of which approximately
one-third are full-time.  The Debtors' average bi-monthly gross
payroll is $375,000 to $400,000.

The Debtor estimated assets of less than $10 million while debt
exceeding $10 million.  Liabilities include $15.3 million on notes
secured by all the assets.  There is another $1 million owing to
trade suppliers, according to a court filing.


MERITAS SCHOOLS: Moody's Lowers Corp. Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service downgraded Meritas Schools Holdings,
LLC's corporate family rating ("CFR") to B3 from B2 and the
probability of default rating to B3-PD from B2-PD. As part of this
rating action, Moody's assigned B3 ratings to the company's
proposed first lien senior secured bank facilities, consisting of
a $30 million revolving credit facility due 2018 and a $215
million term loan due 2019. The ratings outlook was changed to
stable from negative.

Meritas will primarily use proceeds from the proposed first lien
bank debt to refinance the existing first lien bank credit
facility and second lien term loan. The proposed transaction will
also be used to pre-fund capital requirements of Leman Manhattan
(which is outside the restricted group) and provide for additional
liquidity for Meritas in the form of balance sheet cash. The
ratings are subject to review of final documentation.

The downgrade of the CFR to B3 from B2 reflects the fact that the
proposed transaction meaningfully increases leverage. Pro-forma
for the proposed refinancing transaction, Moody's estimates that
leverage increases to approximately 6.5 times for the LTM period
ending March 31, 2013 (including Moody's standard adjustments but
excluding the 25% debt treatment of the preferred stock ). The
proposed transaction decreases the company's financial flexibility
and ability to withstand the impact of unfavorable macroeconomic
conditions in Europe and United States. Moody's expects that debt
to EBITDA will decrease below 6.0 times over the next 12 to 18
months due to the EBITDA contribution from recent school expansion
projects and tuition increases.

Notwithstanding these concerns, the financing improves the
company's liquidity profile by expanding the revolving credit
facility commitment to $30 million from $10 million (undrawn at
closing), extending the debt maturity profile and by increasing
balance sheet cash by about $15 million. The proposed transaction
also reduces the mandatory debt amortization to 1% from the
existing 10% requirement and improves cushion under the total
leverage and fixed charge maintenance covenants while eliminating
the minimum interest coverage covenant altogether.

The following summarizes the ratings activity:

Ratings downgraded:

  Corporate Family Rating to B3 from B2

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

Ratings assigned:

  Proposed $30 million first lien senior secured revolving credit
  facility due 2018 at B3 (LGD3, 46%)

  Proposed $215 million first lien senior secured term loan due
  2019 at B3 (LGD3, 46%)

Ratings to be withdrawn at transaction closing:

  $10 million first lien senior secured revolving credit facility
  due 2016 at Ba3 (LGD2, 25%)

  $125 million first lien senior secured senior loan due 2017 at
  Ba3 (LGD2, 25%)

  $65 million second lien senior secured term loan due 2018 at
  B3(LGD5, 77%)

Ratings Rationale

Meritas' B3 corporate family rating incorporates our expectation
that debt to EBITDA will decline below 6.0 times over the next 12
to 18 months (including Moody's standard adjustments but excluding
the 25% debt treatment for the preferred stock). The rating also
captures the company's small scale, high levels of discretionary
capital spending that constrain free cash flow generation, and a
material portion of revenue derived from one school.
Notwithstanding these concerns, the rating derives support from
our expectation that the company will continue to demonstrate
meaningful revenue and EBITDA growth primarily due to tuition
increases and recent school expansion projects. The B3 rating
acknowledges recent weakness in enrollment trends (which Moody's
expects to continue over the near term), but also reflects our
expectations of flat to modestly positive enrollment growth over
the medium term. The rating is also supported by the company's
diverse network of preparatory schools, a consistent track record
of topline growth, and generally improving operating margins.

The stable outlook reflects Moody's expectation that Meritas will
exhibit modest topline growth and sustain or improve its operating
margins and cash flows, such that debt to EBITDA declines below
6.0 times and EBITDA less capex coverage of interest expense
exceeds 1.25 times by the end of the fiscal-year ending June 30,
2014. The rating also reflects our expectation that the company
will maintain good liquidity and not pursue additional large-scale
acquisitions.

The ratings could be pressured if unfavorable enrollment trends,
or higher than expected expenses causes Meritas' operating
performance to decline such that debt to EBITDA is sustained well
above 7.0 times (including Moody's standard adjustments but
excluding the 25% debt treatment for the preferred stock) and/or
EBITDA less capex coverage of interest expense is less than 1.0
times. Material weakening of the company's liquidity profile,
sustained negative free cash flow and/or debt financed acquisition
activity could also pressure the ratings.

Meritas could experience positive ratings momentum if it can
organically grow its revenue/earnings through price increases and
enrollment growth, and improve diversification such that debt to
EBITDA approaches 5.0 times (including Moody's standard
adjustments but excluding the 25% debt treatment for the preferred
stock) and EBITDA less capex coverage of interest expense is
sustained above 1.5 times.

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

Headquartered in Northbrook, Illinois, Meritas operates a network
of college preparatory schools. The company, which was formed in
2005, manages ten schools (eight included in restricted group)
with 15 campuses and over 11,000 students in grades Pre-K through
grade 12. Schools are located in Florida, Texas, Nevada, New York,
Arizona, Chengdu, China, Monterrey, Mexico, and Geneva,
Switzerland. The company is privately owned by affiliates of
Sterling Partners.


MF GLOBAL: Reaches Deal with BofA on $4MM Bankruptcy Claim
----------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that MF Global Holdings
Ltd. has agreed to allow Bank of America NA a $4 million
bankruptcy claim stemming from a bill for financial advice
provided in the final days of the brokerage firm's stunning
collapse, according to court documents.

The claim is actually for advisory services provided by BlackRock
Financial Management Inc., but BofA acquired the claim during MF
Global's Chapter 11 case, the parties said in a stipulation filed
in New York bankruptcy court, the report said.

                          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.


MILESTONE SCIENTIFIC: Stockholders Elect Four Directors
-------------------------------------------------------
At its 2013 Annual Meeting of Stockholders held on May 23, 2013,
Milestone Scientific Inc's stockholders:

   (a) elected Leslie Bernhard, Leonard A. Osser, Pablo Felipe
       Serna Cardenas and Leonard M. Schiller to the Board of
       Directors to serve until the next annual meeting of the
       Company's stockholders or until their respective successors
       have been duly elected and qualified;

   (b) adopted a non-binding advisory resolution approving the
       compensation of the Company's Named Executive Officers;

   (c) voted to hold an advisory vote to approve the Executive
       Compensation every three years; and

   (d) approved, on an advisory basis, the appointment of Holtz
       Rubenstein Reminick, LLP, as the Company's independent
       auditors for the 2013 fiscal year.

Livingston, N.J.-based Milestone Scientific Inc. is engaged in
pioneering proprietary, innovative, computer-controlled injection
technologies and solutions for the medical and dental markets.

As reported in the TCR on March 22, 2013, Holtz Rubenstein
Reminick LLP, in New York, N.Y., expressed substantial doubt about
Milestone Scientific's ability to continue as a going concern,
citing the Company's recurring losses from operations since
inception.

The Company's balance sheet at March 31, 2013, showed $5.8 million
in total assets, $3.4 million in total liabilities, and
stockholders' equity of $2.4 million.


MJM VENTURES: Case Summary & 6 Unsecured Creditors
--------------------------------------------------
Debtor: MJM Ventures, Inc.
        1032 Torrey Pines Drive
        Colton, CA 92324

Bankruptcy Case No.: 13-19602

Chapter 11 Petition Date: May 30, 2013

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Debtor's Counsel: Michael A Wallin, Esq.
                  SLATER HERSEY AND LIEBERMAN LLP
                  18301 Von Karman Ste 1060
                  Irvine, CA 92612
                  Tel: (949) 398-7504
                  Fax: (949) 398-7500
                  E-mail: mwallin@slaterhersey.com

Scheduled Assets: $8,989,454

Scheduled Liabilities: $1,416,294

A copy of the Company's list of its six largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cacb13-19602.pdf

The petition was signed by Richard Edwards, vice president and
secretary.


MMRGLOBAL INC: Dr. Ivor Royston Joins Board of Directors
--------------------------------------------------------
Dr. Ivor Royston agreed to join the Board of Directors of
MMRGlobal, Inc.  There were no arrangements or understandings
between Dr. Royston and any other persons pursuant to which he was
elected to serve on the board.

In connection with the appointment of Dr. Royston to the Board,
Dr. Royston and the Company also entered into the Company's
standard form of indemnification agreement providing for
indemnification and advancement of expenses to the fullest extent
permitted by the General Corporation Laws of the State of
Delaware.  In addition, subject to approval by the Board, the
Company has agreed to issue Dr. Royston an option to purchase
1,050,000 shares of common stock of the Company at an exercise
price of $0.08 per share vesting in equal installments annually
over three years and 500,000 shares of restricted stock at a price
of $0.06 per share which vest on Jan. 28, 2014, and are
forfeitable before that date.  Dr. Royston is also entitled to the
same per-meeting and retainer fees as the other members of the
Board as described in the Company's most recently filed definitive
proxy statement.

Dr. Royston is a Founding Managing Member of Forward Ventures.
From 1990-2000, he served as the founding President and CEO of the
non-profit Sidney Kimmel Cancer Center.  From 1978 to 1990, he was
on the faculty of the medical school and cancer center at the
University of California, San Diego.  In 1978, Dr. Royston was a
co-founder of Hybritech, Inc., San Diego's first biotechnology
company; and in 1986, he co-founded IDEC Corporation, which merged
with Biogen to form BiogenIdec.

Dr. Royston currently serves on the boards of directors of
HemaQuest Pharmaceuticals, Inc., Biocept, Inc., and is an observer
on the board of directors of Syndax Pharmaceuticals, Inc.  Dr.
Royston formerly served on the board of directors of LigoCyte
Pharmaceuticals, Inc., before its acquisition last year by Takeda
Pharmaceutical Company Limited.

Dr. Royston has been instrumental in the formation, financing, and
development of numerous biotechnology companies, including:
Applied Molecular Evolution (acquired by Eli Lilly); Corixa
(acquired by GlaxoSmithKline); Dynavax; Morphotek (acquired by
Eisai), Sequana Therapeutics (acquired by Celera); TargeGen
(acquired by Sanofi), and Triangle Pharmaceuticals (acquired by
Gilead).

Dr. Royston received his B.A. (1967) and M.D. (1970) degrees from
Johns Hopkins University and completed post-doctoral training in
internal medicine and medical oncology at Stanford University.  In
1994, Dr. Royston received the San Diego Entrepreneur of the Year
Award.  In 1997, President Clinton appointed Dr. Royston to a six-
year term on the National Cancer Advisory Board.  In 2006, Dr.
Royston was inducted into the San Diego Entrepreneur Hall of Fame.

                           About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

The Company's balance sheet at March 31, 2013, showed $2.25
million in total assets, $9.04 million in total liabilities and a
$6.79 million total stockholders' deficit.

MMRGlobal incurred a net loss of $5.90 million in 2012, as
compared with a net loss of $8.88 million in 2011.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the years ended
Dec. 31, 2012, and 2011, that raise substantial doubt about the
Company's ability to continue as a going concern.


MONEY TREE: Trustee & Panel's Amended Liquidation Plan Confirmed
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama
confirmed the Amended Joint Chapter 11 Plan of Liquidation for
Small Loans, Inc., et al., filed by the Omnibus Official Committee
of Unsecured Creditors and S. Gregory Hays, Chapter 11 trustee.

The Plan is based on extensive arm's-length negotiations among the
Committee, the Chapter 11 trustee and representatives of the major
creditors.  The Plan has been accepted or deemed accepted by the
holders of claims in all Classes entitled to vote on the Plan.

As reported in the Troubled Company Reporter on April 4, 2013, on
March 5, 2013, the Court approved the disclosure statement, as
amended.

The Plan is a liquidating Plan.  Substantially all of the Debtors'
assets have been sold, excluding, without limitation, cash and
causes of action.  The Plan provides for the liquidation
and conversion to cash of the Debtors' remaining assets and the
distribution of the net proceeds realized by a liquidating trustee
to the holders of allowed claims.  A post-confirmation committee
will also have an active role in pursuing litigation and managing
the estates' affairs postpetition.

The Plan anticipates extensive post-confirmation litigation.  It
is believed that the Estates possess valuable claims against
numerous third parties which may exceed the value of the sales
proceeds of the Debtors' assets.

Allowed secured claims (Class 1) are unimpaired under the Plan.
Holders of these claims will receive the collateral securing their
liens on, or as soon as reasonably practicable after, the
effective date of the Plan.

Holders of allowed general unsecured claims (Class 3) will be paid
pro rata from available funds, to the extent funds are available
and until such Claims are paid in full, after the later of:

  (a) 30 days after the payment of all allowed administrative
      claims, allowed priority tax claims, allowed priority non-
      tax claims, secured claims, and convenience class of
      unsecured claims (Class 2); or

  (b) if an objection is pending at such time, no later than the
      15th Business Day after such Claim becomes allowed.

The total amount of the initial distribution will be 90% of the
available funds.

Existing interests in the Debtor (Class 5) will be canceled as of
the Effective Date.  The holders of these interests will not
receive or retain any Distribution or other property on account of
the interests.

A copy of the Disclosure Statement, as amended, is available at:

          http://bankrupt.com/misc/moneytree.doc795.pdf

                         About Money Tree

Headquartered in Bainbridge, Georgia, The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree, estimated total $586,676, were to receive 95% of their
allowed claims.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.  Daniel D.
Sparks, Esq., and Bradley R. Hightower, Esq., at Christian & Small
LLP, in Birmingham, Alabama, represent the Chapter 11 Bankruptcy
Trustee.

John D. Elrod, Esq., and R. Kyle Woods, Esq., at Greenberg
Traurig, LLP, in Atlanta, Georgia, represent the Committee as
counsel.


MORGAN'S FOODS: Incurs $138,000 Net Loss in Fiscal 2013
-------------------------------------------------------
Morgan's Foods, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$138,000 on $86.86 million of revenues for the year ended March 3,
2013, as compared with a net loss of $1.68 million on $82.23
million of revenues for the year ended Feb. 26, 2012.

The Company's balance sheet at March 3, 2013, showed $50.50
million in total assets, $51.68 million in total liabilities and a
$1.18 million total shareholders' deficit.

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

                        http://is.gd/4TxYVx

                       About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates KFC restaurants under franchises from KFC
Corporation, Taco Bell restaurants under franchises from Taco Bell
Corporation, Pizza Hut Express restaurants under licenses from
Pizza Hut Corporation and an A&W restaurant under a license from
A&W Restaurants, Inc.


MPG OFFICE: Has Agreement to Sell Plaza Las Fuentes for $75MM
-------------------------------------------------------------
MPG Office Trust, Inc., has entered into an agreement to sell its
Plaza Las Fuentes office and retail property located in Pasadena,
California, to East West Bank and Downtown Properties Holdings.

The purchase price is $75 million, and the buyer has made a non-
refundable deposit in the amount of $2.25 million.  The
transaction is expected to close on or after June 28, 2013,
following the expiration of the tax protection period on the
asset.  The sale is subject to approval by the City of Pasadena,
in its capacity as air space lessor, as well as other customary
closing conditions.  Net proceeds from the transaction are
estimated to be approximately $30 million (after repayment of debt
and closing costs) and will be available for general corporate
purposes.

On May 28, 2013, the Company and Downtown Properties Holdings,
LLC, entered into an amendment to the May 13, 2013, purchase and
sale agreement, a copy of which is available for free at:

                        http://is.gd/GpS981

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  The
Company's balance sheet at March 31, 2013, showed $1.45 billion in
total assets, $1.98 billion in total liabilities, and a $530.56
million total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities. If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders. While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks. In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency."


NATIONAL FINANCIAL: S&P Assigns 'B' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned New York-
based insurance services broker National Financial Partners Corp.
(NFP) its 'B' long-term corporate credit rating.  The outlook is
stable.

At the same time, S&P assigned NFP's proposed $851 million senior
secured credit facility, which consists of a $716 million term
loan due 2020 and a $135 million revolving credit facility
(undrawn at closing) due 2018, its preliminary issue-level rating
of 'B+' (one notch above the corporate credit rating), with a
preliminary recovery rating of '2', indicating S&P's expectation
for substantial (70%-90%) recovery of principal in the event of a
default.  S&P also assigned the proposed $337 million senior
unsecured notes due 2021 its preliminary issue-level rating of
'CCC+' and preliminary recovery rating of '6', indicating S&P's
expectation for negligible (0%-10%) recovery in the event
of a default.

The company will use the proceeds to recapitalize its current
capital structure and purchase outstanding equity in connection
with its agreement to be purchased by private equity firm Madison
Dearborn Partners.

"The 'B' counterparty credit rating on NFP reflects its fair
business risk profile and very aggressive financial risk profile,
as defined by our criteria," said Standard & Poor's credit analyst
Ying Chan.  The fair business risk profile is based on the
company's participation in a highly competitive and fragmented
market, enhanced competitive position stemming from its
diversified revenue streams and growth strategy through accretive
acquisitions, good organic growth rates, and stable margins.  The
very aggressive financial risk profile is based on NFP's highly
leveraged capital structure, very aggressive financial policies,
and adequate liquidity.

NFP is a provider of benefits, insurance, wealth management,
brokerage, and advisory services to corporate and high-net-worth
individuals in the U.S., Canada, and Puerto Rico.  The company
participates in a highly fragmented and very competitive industry
with many players competing to gain market share.  NFP operates in
three business segments: Corporate Client Group, Individual Client
Group, and Advisor Services Group.  The Corporate Client Group
segment provides health, welfare, and retirement benefits
solutions, and property and casualty insurance.  The Individual
Client Group provides life insurance and wealth-management
services to the high-net-worth market.  The Advisor Services Group
segment provides financial advisors with broker-dealer and asset-
management products and services.

The outlook on NFP is stable, reflecting S&P's expectations that
the company will be able to maintain its adequate liquidity and
stable adjusted EBITDA margins of about 16%.  S&P also expects NFP
to generate good organic revenue growth in the low single digits
and for the company to continue its acquisition and MBO strategy,
which should translate into revenue growth of about 5% in 2013.
Based on S&P's forecast assumptions, it expects adjusted leverage
to approach the 6.5x area and adjusted EBITDA fixed-charge
coverage of about 2.5x by the end of 2013, through increased
profitability.

                         Downside scenario

S&P could lower the rating during the next 12 months if leverage
and coverage deteriorates or because of a more aggressive approach
to financial policy or a decline in earnings, resulting in
sustained leverage of more than 7.5x and coverage of less than
2.0x.

                          Upside scenario

S&P could consider raising the rating on NFP if the company is
able to improve adjusted EBITDA margins above the 20% range and
reduce its total adjusted leverage to less than 5.5x on a
sustainable basis.  However, S&P views this as unlikely given its
belief that the company will use excess cash toward acquisitions
and reinvestment in the business instead of for deleveraging.


NEPHROS INC: Chief Financial Officer Quits
------------------------------------------
Gerald J. Kochanski, chief financial officer, treasurer and
corporate secretary of Nephros, Inc., resigned effective June 15,
2013.

                           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.


NESBITT PORTLAND: Plan Outline Hearing Continued Until July 11
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
according to Nesbitt Portland Property et al.'s case docket,
continued until July 11, 2013, the hearing to consider the
adequacy of the Disclosure Statement explaining the Debtors'
Chapter 11 Plan.

As reported in the Troubled Company Reporter on Dec. 27, 2012, six
of the Debtors filed a Plan and Disclosure Statement on Nov. 28,
2012.  The Debtors' Plan does not address the treatment of Claims
against and interest in Nesbitt El Paso Property LP and Nesbitt
Denver Property LLC.  El Paso and Denver intend to sell their
assets with the consent of the Lender pursuant to Bankruptcy code
363 or as part of a reorganization plan to be filed on a future
date.

Under the Debtors' Plan, the treatment of Secured Lender's Class 1
1 Secured Claim in the amount of $150,240,800, and Class 6
Deficiency Claim in the amount of $41,257,554 will depend on
whether the Lender votes to accept or reject the Plan.

If the Lender votes to accept the Plan, it will receive a
$109.5 million term loan A and about $130 million cash on account
of its secured claim, and a $38.8 million Term Loan C on account
of its deficiency claim.  Term loan A will have interest rate of
3.25%, a 10-year term, and interest only-payments for the first
five years.  Term loan C will have interest rate of 2.5%, a 25-
year term, and interest only-payments for the first five years.

If the Lender votes to reject the Plan, the Lender will receive a
$120.5 million new secured note and about $30 million cash.  The
note will have interest rate of 7%, a 25-year term, interest-only
payments for all 25 years, and secured by a first-lien on the
hotels.  The Lender will have a deficiency claim in the amount of
$4 million, to be paid in four annual $1 million payments without
interest beginning 2015.

If the Lender votes its Class 1 and Class 6 Claims in favor of the
Plan, Class 7 Equity interests will retain its Equity Interests in
the Reorganized Debtors.

If the Lender votes its Class 1 and Class 6 Claims against the
Plan, Class 7 Equity interests will be canceled and will receive
nothing under the Plan.

Holders of general unsecured claims will receive 50% of their
claims on the effective date and a second distribution equal to
50% of their claims on the date that is 365 days after the
effective date of the Plan.

The Plan Funding will be provided by either the new money
investment or Term Loan B and the funds held by the Lender in the
capital improvement reserve which, at the Petition Date, equaled
approximately $3.6 million.  The funds will be used to make
certain capital improvements to the Hotels and initial
Distributions as set forth in the Plan.

A copy of the Disclosure Statement for the Debtors' Plan is
available at http://bankrupt.com/misc/NESBITT_PORTLAND_ds.pdf

                         The Lender's Plan

As reported in the TCR on March 22, 2013, the hearing to consider
the approval of the Disclosure Statement filed by secured lender
U.S. Bank National Association in support of its Joint Plan of
Reorganization for the Debtors will be held on June 12, at 11 a.m.

U.S. Bank National Association is the successor-in-interest to
Bank of America, N.A., as trustee, for the Registered Holders of
GS Mortgage Securities Corporation II, Commercial Pass-Through
Certificates, Series 2006-GG6.

U.S. Bank holds a loan in the original principal amount of
$187,500,000 to which each of the Debtors is an obligor.  The Loan
and the Debtors' other obligations under the Loan Documents are
secured by first priority mortgages or deeds of trust in each of
the eight Hotels and related personal property, including Cash
Collateral.

The Lender Plan, with the exception of the Secured Lender Claims,
Allowed Insider Claims, and Allowed Intercompany Claims, provides
for the payment in full of all Allowed Claims against the Debtors.
Allowed Insider Claims, Allowed Intercompany claims, and Allowed
Interests will receive nothing.  Those Claims will be canceled,
released and extinguished as of the Effective Date.

The Holder of the Secured Lender Claim will receive:

  (A) the applicable Cash Consideration, if any, relating to the
      sale of the Hotels pursuant to a Hotel Sale Transaction or
      Transactions;

  (B) solely in the case of a Hotel Transaction to a Third Party
      Purchaser that utilizes the secured financing offered by the
      Secured Lender, in its sole and absolute discretion, called
      the "Stapled Financing" with respect to such Debtor, the
      applicable New Note or New Notes, the applicable New
      Mortgage or New Mortgages, the applicable New Non-Recourse
      Carve-out Guaranty and New Environmental Indemnity Agreement
      and the applicable Loan Assumption Agreement and ancillary
      and related documents;

  (C) the Remaining Cash Collateral;

  (D) solely in connection with respect to a Hotel Transaction to
      a Credit Bid with respect to such Debtor, the applicable
      Hotel;

  (E) the net Cash proceeds of the Litigation Claims, arising from
      any judgment, settlement or otherwise; and

  (F) any unused portion of the Litigation Claims Expense Fund
      after the final resolution of all Litigation Claims.

Except to the extent that the Holder of an Allowed General
Unsecured Claim and the Plan Administrator agree to less favorable
treatment, the Holder of an Allowed General Unsecured Claim will
receive Cash in an amount equal to the amount of such Holder's
Allowed General Unsecured Claim without interest.

A copy of the Disclosure Statement for the Secured Lenders' Plan
is available at http://bankrupt.com/misc/nesbitt.doc211.pdf

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as am Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NETWORK CN: Incurs $1 Million Net Loss in First Quarter
-------------------------------------------------------
Network CN Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.02 million on $406,637 of advertising services for the three
months ended March 31, 2013, as compared with a net loss of
$623,445 on $406,775 of advertising services for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.40
million in total assets, $6.27 million in total liabilities and a
$4.87 million total stockholders' deficit.

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

                        http://is.gd/ZUf4ej

                          About Network CN

Causeway Bay, Hong Kong-based Network CN Inc. provides out-of-home
advertising in China, primarily serving the needs of branded
corporate customers.

In the auditors' report on the consolidated financial statemetns
for the period ended Dec. 31, 2012, Union Power Hong Kong CPA
Limited, in Hong Kong SAR, expressed substantial doubt about
Network CN's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred net
losses of $1.2 million, $2.1 million and $2.6 million for the
years ended Dec. 31, 2012, 2011, and 2010, respectively.

The Company reported a net loss of $1.2 million on $1.8 million of
revenues in 2012, compared with a net loss of $2.1 million on
$1.8 million of revenues in 2011.


NGPL PIPECO: Moody's Cuts CFR and Sr. Unsecured Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service downgraded NGPL PipeCo LLC's (NGPL)
senior unsecured debt rating, Corporate Family Rating, and
Probability of Default Rating to B2 from Ba3. NGPL's Speculative
Grade Liquidity Rating is changed to SGL-3 from SGL-2. The rating
outlook is now stable.

These rating actions conclude a review for possible downgrade
which was initiated in March following the release of NGPL's 2012
financial statements which showed a significant drop in EBITDA
that was more acute than had been anticipated.

Ratings Rationale

"Another marked decline in the first quarter 2013 EBITDA shows
that NGPL's profitability has yet to bottom out," says Moody's
vice president Mihoko Manabe.

The downgrade of NGPL's Corporate Family Rating to B2 reflects the
downward pressure on NGPL's transportation revenues that is likely
to persist for the next few years, as market-sensitive customers
reduce the amount of contracted capacity, renew their contracts at
lower rates, or let their contracts expire altogether. NGPL's
exceptionally high leverage reduces its ability to deal with the
secular changes taking place in the North American gas
transportation sector and leaves limited headroom under its
financial covenant.

NGPL has a very short average contract life (2.5 years for its
primary transport business), which makes it particularly sensitive
to contracts being reset at low prevailing rates versus other gas
pipelines that have longer-dated contracts. According to the
company's informational postings as of April 1, 2013, contracted
volumes for transport services have fallen by 17% from April 2012.
Much of this reduction is among marketer customers, which are
transporting less gas because of reduced arbitrage opportunities
arising from low basis spreads and price volatility. Moody's
expects downward pressure on revenues and volumes to continue,
estimating that marketer contracts, which comprise almost a fifth
of current transport contracts, will come due over the coming
year.

Last week, NGPL reported its financial results for the 1Q2013,
which showed EBITDA of $93 million, 23% below what it was in 1Q12.
For the LTM March 2013, EBITDA was down by 20% from the LTM March
2012 period. Debt-to-EBITDA continued to climb steadily to 8.5x in
the LTM March 2013 from 7.9x at fiscal year-end December 2012,
while funds flow from operations (FFO)-to-debt eroded further from
3.2% to 2.5%, respectively.

These large negative variances put NGPL behind its 2013 budget,
which it had just announced in March. The company will be hard
pressed to catch up to the budgeted EBITDA of $354 million given
the typical seasonal dip in earnings in the June and September
quarters.

The lowering of NGPL's Speculative Grade Liquidity Rating to SGL-3
from SGL-2 reflects Moody's expectation the company will have
little cushion under its Debt-to-EBITDA covenant of 9.75 times
over these next couple of quarters. Otherwise, NGPL appears to
have sufficient liquidity resources for the next twelve months. As
of March 31, 2013, NGPL had $133 million in cash, LTM cash flow
from operations of $65 million, plus availability of an undrawn
revolver of $75 million, which can be applied towards about $60
million of maintenance capital expenditures and $40 million of
term loan repayments due through June 30, 2014. In addition, NGPL
regularly sells excess gas it does not require in its operations.
Such asset sales netted $21 million in 1Q13, compensating for some
of the weakness in the company's internally generated cash flow.

Based on the LTM March 2013 EBITDA and a simplifying assumption of
a ten times multiple for illustrative purposes, suggest an
enterprise value of $3.5 billion, which would cover the $3.0
billion of currently outstanding debt. Comparing this estimated
value to the $3.1 billion in goodwill that dominates NGPL's $5.1
billion balance sheet, Moody's believes that the company could
take further impairment charges as it has done in each of the last
three years.

The stable outlook is based on NGPL maintaining adequate liquidity
and sustaining FFO-to-debt in the 2% to 3.5% range. Under the
current business environment, NGPL is unlikely to see any positive
rating momentum for a few years. As demand for its transport
services recovers, NGPL could eventually be considered for an
upgrade if it can maintain FFO-to-debt above 3.5%. Its rating
could be downgraded, however, if market conditions worsen, eroding
its liquidity and suppressing FFO-to-debt below 2%.

Downgrades:

Issuer: NGPL PipeCo. LLC

  Probability of Default Rating, Downgraded to B2-PD from Ba3-PD

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

  Corporate Family Rating, Downgraded to B2 from Ba3

  Senior Secured Bank Credit Facility Sep 15, 2017, Downgraded to
  B2 from Ba3

  Senior Secured Bank Credit Facility Sep 15, 2017, Downgraded to
  B2 from Ba3

  Senior Secured Bank Credit Facility Sep 15, 2017, Downgraded to
  a range of LGD3, 47 % from a range of LGD3, 45 %

  Senior Secured Bank Credit Facility Sep 15, 2017, Downgraded to
  a range of LGD3, 47 % from a range of LGD3, 45 %

  Senior Secured Regular Bond/Debenture Jun 1, 2019, Downgraded to
  B2 from Ba3

Issuer: NGPL PipeCo. LLC (Old)

  Senior Secured Regular Bond/Debenture Dec 15, 2017, Downgraded
  to B2 from Ba3

  Senior Secured Regular Bond/Debenture Dec 15, 2037, Downgraded
  to B2 from Ba3

Upgrades:

Issuer: NGPL PipeCo. LLC

  Senior Secured Regular Bond/Debenture Jun 1, 2019, Upgraded to a
  range of LGD4, 51 % from a range of LGD4, 52 %

Issuer: NGPL PipeCo. LLC (Old)

  Senior Secured Regular Bond/Debenture Dec 15, 2017, Upgraded to
  a range of LGD4, 51 % from a range of LGD4, 52 %

  Senior Secured Regular Bond/Debenture Dec 15, 2037, Upgraded to
  a range of LGD4, 51 % from a range of LGD4, 52 %

Outlook Actions:

Issuer: NGPL PipeCo. LLC

Outlook, Changed To Stable From Rating Under Review

The last rating action for NGPL was on March 4, 2013 when Moody's
placed the company's ratings under review for possible downgrade.

NGPL PipeCo LLC is a holding company for Natural Gas Pipeline
Company of America and other interstate natural gas pipeline
assets. NGPL is 80% owned by Myria Acquisition LLC and 20% owned
and operated by Kinder Morgan, Inc., based in Houston Texas.

The principal methodology used in this rating was the Natural Gas
Pipelines published in November 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.


NIELSEN BUSINESS: Moody's Assigns FirstTime B3 Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service has assigned a first-time B3 Corporate
Family Rating (CFR) and B3-PD Probability of Default Rating (PDR)
to Nielsen Business Media Holding Company ("Nielsen" or "the
company"). Moody's has also assigned B2 (LGD3, 35%) ratings to the
company's proposed $520 million senior secured credit facilities
and a Caa2 (LGD5-88%) rating to the proposed $200 million senior
unsecured notes due 2021. The proceeds from the new term loan and
unsecured notes will be used to partly finance the acquisition of
the company by its equity sponsor, Onex Partners. The ratings are
contingent on Moody's review of final documentation and no
material change in the terms and conditions of the debt as advised
to Moody's. The outlook is stable.

Issuer: Nielsen Business Media Holding Company

Assignments:

  Corporate Family Rating, Assigned B3

  Probability of Default Rating, Assigned B3-PD

  US$430M Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3,
  35%)

  US$90M Senior Secured Revolving Credit Facility, Assigned B2
  (LGD3, 35%)

  US$200M Senior Unsecured Notes, Assigned Caa2 (LGD5, 88%)

  Outlook, Stable

Ratings Rationale

Nielsen's B3 rating reflects its small scale, high leverage as a
result of the proposed transaction and the cyclical nature of the
trade show business. These weaknesses are offset by the company's
high margins, strong free cash flows and the stabilization of the
event business following steep revenue declines during the 2008-
2009 recession.

Event revenues, which account for nearly 90% of the combined
company's total revenue, are tightly linked to macroeconomic
trends. Revenues declined sharply in 2009 as economic pressure led
to a steep decline in trade show demand. However, this segment has
stabilized as the overall economy improved and Moody's expects the
event segment will continue to grow at a low single-digit
percentage rate for the next two to three years.

Moody's expects Nielsen's leverage to be approximately 6.5x
(Moody's adjusted) at the end of 2013, falling below 6x by mid
2015 through revenue growth, potential cash funded M&A activity
and/or debt repayment. In addition to the expected leverage
improvement from EBITDA growth, Moody's also expects Nielsen to
generate substantial free cash flow.

Moody's anticipates that Nielsen will have good liquidity over the
next 12 months, supported by strong free cash flow and an undrawn
$90 million revolver. The term loans are expected to have no
financial covenants, except for a springing net leverage test on
the revolver.

The ratings for the debt instruments reflect both the overall
probability of default of Nielsen, to which Moody's assigns a
probability of default rating (PDR) of B3-PD, the average family
loss given default assessment and the composition of the debt
instruments in the capital structure. The proposed 1st lien credit
facilities are rated B2 (LGD3, 35%), one notch above the CFR given
the loss absorption from the Caa2 (LGD5, 88%) rated senior
unsecured notes.

The stable outlook reflects Moody's expectation that Nielsen will
continue to generate positive free cash flow and grow revenue in
the low single digit percentage range. Moody's could upgrade the
ratings if Nielsen maintains good liquidity, continues to generate
strong free cash flow and grows EBITDA or reduces debt such that
leverage is sustained below 5x. Moody's could lower Nielsen's
ratings if leverage is sustained above 6x for an extended period
of time or if free cash flow turns negative.

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

Nielsen Business Media Holding Company is one of the leading
operators of business-to-business event and tradeshow company. The
company organizes 68 tradeshows and conferences across nine market
segments.


NNN PARKWAY: Taps Highpoint Solutions as Restructuring Officer
--------------------------------------------------------------
NNN Parkway 400 26, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to (i) employ
Highpoint Solutions, LLC, as manager and restructuring officer and
(ii) pay the management fee without further order of the Court.

Highpoint will, among other things:

   -- assist the Debtor with the coordination of resources related
to the reorganization of the Debtor's assets and liabilities;

   -- assist in the preparation of information for distribution to
      creditors and others, including but not limited to schedules
      and statement of financial affairs, debtor-in-possession
      operating reports; and

   -- attend meetings and assist in discussions with creditors,
      banks, the lender, any official committee appointed in the
      case, the U.S. Trustee, and other parties-in-interest and
      professionals hired by the debtor.

Prepetition, Highpoint was retained and appointed as the manager
of the Debtor.  Highpoint's president, Mubeen Aliniazee, was
appointed as the Debtor's restructuring officer.  Highpoint was
paid a $25,000 flat fee.

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

                       About NNN Parkway 400

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  According to the docket, the schedules of
assets and liabilities, the statement of financial affairs and
other incomplete filings are due Jan. 14, 2013.  Dana Point,
California-based NNN Parkway estimated assets and debts of
$10 million to $50 million.


NORTHLAND RESOURCES: To Resume Operations After Bond Offering OK'd
------------------------------------------------------------------
Karl-Axel Waplan, President & CEO, Northland Resources S.A., on
June 4 disclosed that existing bondholders voted in favor of the
revised terms for the Bond Offering.

Northland announced in a press release dated May 30, 2013, that
the previously announces Bond Offering of USD335 million was
successfully subscribed.  The settlement of the Bond Offering were
subject to the approval of a 2/3 majority of the existing holders
of the USD370 million bond.

On June 4, 2013 the bondholder's meeting was held.  There were
sufficient bondholders present at both meetings to form a quorum.
The proposed resolution obtained 75.29% of the votes in respect of
the 13% bonds and 100% of the votes in respect of the 12.25%
bonds.  The proposal was adopted according to the voting
requirements of the bond agreement for both bonds.

Northland Resources S.A. disclosed that following the recently
announced approval of the Bondholders regarding the long term
financial solution for Northland, the Board of Northland decided
to resume operations at 13:00 on June 4.

Subsequently, Norsk Tillitsmann has decided to withdraw the
acceleration and enforced bank account pledge effective since
May 24, 2013, whereby the Group has regained full access to its
funds in bank accounts.  Since the Group by the June 4 resolutions
has secured long-term financing for its operations, as well as
immediate disposal of funds required for short-term use, The Board
of Directors has decided to rescind the previously adopted
moratorium on purchases of goods and services of May 24 and to
resume the operations of the Group.

Headquartered in Luxembourg, Northland Resources S.A. (OSLO:NAUR)
(FRANKFURT:NPK) (OMX:NAURO) -- http://www.northland.eu-- is a
producer of iron ore concentrate, with a portfolio of production,
development and exploration mines and projects in northern Sweden
and Finland.  The first construction phase of the Kaunisvaara
project is complete and production ramp-up started in November
2012.  The Company expects to produce high-grade, high-quality
magnetite iron concentrate in Kaunisvaara, Sweden, where the
Company expects to exploit two magnetite iron ore deposits,
Tapuli and Sahavaara.  Northland has entered into off-take
contracts with three partners for the entire production from the
Kaunisvaara project over the next seven to ten years.  The
Company is also preparing a Definitive Feasibility Study ("DFS")
for its Hannukainen Iron Oxide Copper Gold ("IOCG") project in
Kolari, northern Finland and for the Pellivuoma deposit, which is
located 15 km from the Kaunisvaara processing plant.


ONE FIREROCK: AmTrust Bank OK'd to Exercise Rights on Property
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona terminated
the automatic stay in the Chapter 11 case of One Firerock, LLC.

The Court also authorized AmTrust Bank, a division of New York
Community Bank, a secured creditor and party-in-interest, to
exercise all its rights and remedies with respect to certain
residential real property owned by the Debtor and commonly known
as 9827 N. Rockridge Trail in Fountain Hills, Arizona.

                      About One Firerock, LLC

Fountain Hills, Arizona-based One Firerock, LLC filed for Chapter
11 protection (Bankr. D. Ariz. Case No. 13-05798) on April 11,
2013.  Bankruptcy Judge Eddward P. Ballinger, Jr., presides over
the case.  Dennis J. Wortman, Esq., at Dennis J. Wortman, P.C.,
represents the Debtor in its restructuring efforts.   The Debtor
estimated assets and debts at $1 million to $10 million.  The
Company did not file a list of creditors together with its
petition.  The petition was signed by Greg Harrington, manager.


OPTIMUMBANK HOLDINGS: Effects One-for-Four Reverse Stock Split
--------------------------------------------------------------
OptimumBank Holdings, Inc., effected a one-for-four reverse split
of its common stock, effective at the close of business on May 31,
2013.  The reverse stock split, which was authorized by its Board
of Directors, was approved by the Company's shareholders on
April 30, 2013, at the annual meeting of shareholders.  The
Company's common stock commenced trading on June 3, 2013, on a
split-adjusted basis under the symbol OPHC with a new CUSIP number
(68401P304).

The Company has implemented the reverse stock split in order to
meet the Nasdaq listing rules that require the Company to maintain
at least a $1.00 per share minimum bid price.  Reducing the number
of outstanding shares of the Company's common stock through the
reverse stock split is intended to increase the per share market
price of the common stock.  The Company's Board of Directors
believes that increasing the per share trading price of the common
stock will result in the price being increased above, and
remaining above, the $1.00 bid price required by the Nasdaq
listing rules.  However, other factors, such as the Company's
financial results, market conditions and the market perception of
its business may adversely affect the market price of the
Company's common stock.  As a result, there can be no assurance
that the market price stock will increase following the reverse
stock split, that the market price will not decrease in the
future, or that the Company will otherwise be able to comply with
applicable listing requirements.

In the reverse split, each four shares of issued and outstanding
common stock will be converted automatically into one share of
common stock.  Fractional shares resulting from the reverse stock
split will be rounded up to the next whole share.  The number of
shares of the Company's common stock issued and outstanding will
be reduced from approximately 31,511,201 shares of common stock as
of May 31, 2013, to approximately 7,877,800 shares outstanding
post split.  The reverse split will also have a proportionate
effect on all stock options outstanding as of May 31, 2013.

Shareholders who hold their shares in brokerage accounts or
"street name" will not be required to take any action to effect
the exchange of their shares. Shareholders of record as of May 31,
2013, who hold share certificates will receive instructions from
the Company's transfer agent, Continental Stock Transfer and Trust
Company, explaining the process for obtaining new post-split stock
certificates.

                    About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100% of OptimumBank,
a state (Florida)-chartered commercial bank.

Optimumbank Holdings disclosed a net loss of $4.69 million in
2012, as compared with a net loss of $3.74 million in 2011.
The Company's balance sheet at March 31, 2013, showed
$135.60 million in total assets, $130.87 million in total
liabilities and $4.73 million in total stockholders' equity.

                        Regulatory Matters

Effective April 16, 2010, the Bank consented to the issuance of a
Consent Order by the  Federal Deposit Insurance Corporation and
the the Florida Office of Financial Regulation, also effective as
of April 16, 2010.

The Consent Order represents an agreement among the Bank, the FDIC
and the OFR as to areas of the Bank's operations that warrant
improvement and presents a plan for making those improvements.
The Consent Order imposes no fines or penalties on the Bank.  The
Consent Order will remain in effect and enforceable until it is
modified, terminated, suspended, or set aside by the FDIC and the
OFR.


ORCHARD SUPPLY: Amends Fiscal 2013 Annual Report
------------------------------------------------
Orchard Supply Hardware Stores Corporation has filed an amendment
to its annual report on Form 10-K for the fiscal year ended
Feb. 2, 2013, that was filed with the Securities and Exchange
Commission on May 3, 2013, for the purpose of amending,
supplementing or including the following items:

Item 1A - Risk Factors

Item 10 - Directors, Executive Officers and Corporate Governance

Item 11 - Executive Compensation

Item 12 - Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters

Item 13 - Certain Relationships and Related Transactions, and
          Director Independence

Item 14 - Principal Accountant Fees and Services

Item 15 - Exhibits, Financial Statement Schedules

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

                         http://is.gd/9PIwns

                         About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

As reported by the Troubled Company Reporter on March 8, 2013,
Orchard Supply on Feb. 11, 2013, expanded its existing Senior
Secured Credit Facility with Wells Fargo Capital Finance and Bank
of America, N.A., increasing total borrowing capacity to $145
million through the addition of a $17.5 million last-in-last-out
supplemental term loan tranche.  On Feb. 14, the Company obtained
a waiver from current Term Loan lenders related to compliance with
the leverage ratio covenant for the fiscal quarter ended Feb. 2,
2013, and the fiscal quarter ending May 4, 2013, which means that
the next applicable measurement date for the leverage covenant is
Aug. 3, 2013, subject to the Company's continued compliance with
the terms and conditions set forth in the waiver.  The Company
continues to work with Moelis & Co. toward the refinancing or
modification of its Senior Secured Term Loan.  The Company also
continues to explore several actions designed to restructure its
balance sheet for a sustainable capital structure, including
seeking new long term debt or equity.

The Wall Street Journal has reported that Orchard Supply also has
hired restructuring lawyers at DLA Piper and financial adviser FTI
Consulting, while people familiar with the matter said some
lenders involved in restructuring talks have engaged Zolfo Cooper
LLC and Dechert LLP.  WSJ relates people familiar with the talks
said Orchard Supply and its lenders are discussing an out-of-court
restructuring or a so-called prepackaged bankruptcy filing.

Orchard Supply disclosed a net loss of $118.37 million for the
fiscal year ended Feb. 2, 2013, as compared with a net loss of
$14.45 million for the fiscal year ended Jan. 28, 2012.  The
Company's balance sheet at Feb. 2, 2013, showed $407.41 million in
total assets, $438.02 million in total liabilities and a $30.61
million total stockholders' deficit.

                         Bankruptcy Warning

"[W]hile we anticipate continued compliance with the terms and
conditions of the waiver while we address the terms of our
restructuring, failure to comply with the terms and conditions of
the waiver could cause the effectiveness of the waiver to
terminate.  In the event the waiver terminates, there would be a
default under the Senior Secured Term Loan and, as a result, the
lenders under the Senior Secured Term Loan could declare the
outstanding indebtedness to be due and payable, in acceleration of
the current maturity dates of December 21, 2013 and December 21,
2015.  As a result of the cross-default provisions in our debt
agreements, a default under the Senior Secured Term Loan could
result in a default under, and the acceleration of, payments in
the Senior Secured Credit Facility.  If payments under our credit
facilities were to be accelerated, we anticipate that we would
seek protection under the Bankruptcy Code," according to the
Company's annual report for the period ended Dec. 31, 2012.

                           *     *     *

As reported by the Troubled Company Reporter on Dec. 13, 2012,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Orchard Supply to 'CCC' from 'B-'.  The outlook is
negative.

"We are also lowering our rating on the company's term loan to
'CCC' from 'B-' in conjunction with the downgrade.  The recovery
rating remains '4' recovery rating, indicating our expectation for
average (30% to 50%) recovery in the event of a payment default,"
S&P said.

"The ratings on Orchard Supply reflects Standard & Poor's Ratings
Services' assessment of its financial risk profile as 'highly
leveraged,' which incorporates near-term potential for
noncompliance with financial covenants and significant debt
refinancing risks.  Our view of its business risk profile as
'vulnerable' considers the company's small size relative to the
highly competitive home improvement segment of the retail industry
and its exposure to housing market conditions in California," S&P
said.


ORCKIT COMMUNICATIONS: Incurs $2.1-Mil. Net Loss in First Quarter
-----------------------------------------------------------------
Orckit Communications Ltd. reported a net loss of US$2.15 million
on US$2.28 million of revenues for the three months ended
March 31, 2013, as compared with a net loss of US$3.60 million on
US$3.24 million of revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed US$14.93
million in total assets, US$25.28 million in total liabilities and
a US$10.35 million total capital deficiency.

A copy of the Form 6-K is available for free at:

                        http://is.gd/KSjDt2

                           About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

ORCKIT Communications disclosed a net loss of $6.46 million on
$11.19 million of revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $17.38 million on $15.58 million of
revenues for the year ended Dec. 31, 2011.

Kesselman & Kesselman, 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
capital deficiency, recurring losses, negative cash flows from
operating activities and has significant future commitments to
repay its convertible subordinated notes.  These facts raise
substantial doubt as to the Company's ability to continue as a
going concern.


ORECK CORP: U.S. Trustee Forms Six-Member Creditors Committee
-------------------------------------------------------------
Samuel K. Crocker, U.S. Trustee for Region 8, appointed six
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Oreck Corporation and its
debtor-affiliates.

The Committee is comprised of:

      1. Elizabeth VanSicklen, credit manager
         Johnson Electric
         47660 Halyard
         Plymouth, MI 48170
         Tel: (734) 392-5301
         E-mail: Elizabeth.van.sicklen@johnsonelectric.com

      2. Elizabeth Gasper, chief financial officer
         TruEffect, Inc.
         7403 Church Ranch Blvd., No. 110
         Westminster, CO 80021
         Tel: (303) 872-2235
         E-mail: egasper@trueffect.com

      3. James R. Williams, III, partner
         Karlen Williams Graybill Advertising, Inc.
         512 7th Avenue, 41st Floor
         New York, NY 10018
         Tel: (212) 414-9000
         E-mail: jimw@kwgadv.com

      4. Mark Howard, managing director
         Zhao Hui Filters (US), Inc.
         24400 Highpoint Road, Suite 5
         Beachwood, OH 44122
         Tel: (440) 519-9301
         E-mail: mh@zhfilters.com

      5. Carlos Rivera, credit manager
         Entec Polymers
         1900 Summit Tower Blvd., Suite 900
         Orlando, FL 32810
         Tel: (407) 659-5203
         E-mail: crivera@entecresins.com

      6. Renee Weiss, asst. general counsel
         DDR Corp.
         3300 Enterprise Pkwy.
         Beachwood, OH 44122
         Tel: (216) 755-5662
         E-mail: rweiss@ddr.com

The U.S. Trustee has been advised that the co-chairs of the
Committee are Elizabeth VanSicklen and Elizabeth Gasper.

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.   The Debtor estimated at least $10 million
in assets and liabilities as of the Chapter 11 filing.

Bradley Arant Boult Cummings LLP serves as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.


ORECK CORP: Taps Sawaya Segalas as Financial Advisor
----------------------------------------------------
Oreck Corporation, et al., ask the U.S. Bankruptcy Court for the
Middle District of Tennessee for permission to employ Sawaya
Segalas & Co., LLC as financial advisor.

Sawaya will, among other things:

   -- prepare a presentation or offering memorandum describing the
      Debtors, including their operations and historical
      performance;

   -- if requested, prepare customized materials and analyses fro
      meeting with certain buyers; and

   -- identify selected qualified acquirers and contact approved
      acquirers.

Prepetition, Sawaya was holding onto a retainer of approximately
$60,000, subject to continuing reconciliation of prepetition fees
and expenses.

The Debtor agreed to pay Sawaya:

   1. an engagement fee of $50,000; and
   2. a success fee of $500,000.

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

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.   The Debtor estimated at least $10 million
in assets and liabilities as of the Chapter 11 filing.

Bradley Arant Boult Cummings LLP serves as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.


ORECK CORP: Wants to Obtain Postpetition Loan From Secured Lenders
------------------------------------------------------------------
Oreck Corporation, et al., ask the U.S. Bankruptcy Court for the
Middle District of Tennessee for a second authorization to:

   -- obtain $9,500,000 postpetition financing on a senior secured
      superpriority basis to be provided by GSC Rewcovery III,
      L.P. and other lenders led by Black Diamond Commecial
      Finance, L.L.C., as agent; and

   -- use cash collateral.

The Debtors' prepetition secured lenders are (i) GSC Recovery III,
L.P., as successor-in-interest to Wells Fargo Bank, National
Association, as prepetition first lien lender; and (ii) Gleacher
Products Corp, as administrative agent and certain institutions,
as prepetition second lien lenders.

The Debtors intend to finance themselves pending a potential sale
of their assets as a going concern and thereby avert a liquidation
and wind-down.

The loan will bear a 5.5 percent interest per annum and will
mature on the closing of the sale.

A copy of the DIP Financing terms is available for free at
http://bankrupt.com/misc/ORECKCORP_dipfinancing.PDF

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.   The Debtor estimated at least $10 million
in assets and liabilities as of the Chapter 11 filing.

Bradley Arant Boult Cummings LLP serves as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.


ORECK CORP: Asks for June 7 Extension for Schedules
---------------------------------------------------
Oreck Corporation, et al., ask the U.S. Bankruptcy Court for the
Middle District of Tennessee to extend until June 7, 2013, the
deadline to file their schedules of assets and liabilities and
statement of financial affairs.

According to the Debtors, together with their professionals, they
are preparing and reviewing the schedules to reflect accurately
their financial circumstances as of the Petition Date.

The Official Committee of Unsecured Creditors has objected to the
Debtors' motion, stating that the motion will limit the ability of
any potential alternate bidder to evaluate the Debtors' assets and
liabilities and participate in the sale and auction process.

The Committee noted that the Debtors had requested for
authorization to sell substantially all of their assets, including
substantially all of the equity interests of their directly-held
subsidiaries and joint ventures, under a stalking horse asset
purchase agreement.  The sale will be with an insider unless the
Debtors receive one or more qualified bids by June 28.  And if an
alternate qualified bid is received by June 28, then the Debtors
proposed to hold an auction sale on July 8.

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.
Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.   The Debtor estimated at least $10 million
in assets and liabilities as of the Chapter 11 filing.

Bradley Arant Boult Cummings LLP serves as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.

The U.S. Trustee appointed a six-member Official Committee of
Unsecured Creditors.


ORMET CORP: Wayzata Wins Court Approval to Buy Aluminum Producer
----------------------------------------------------------------
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 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 ("Wayzata").

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports given what will remain after the sale is completed, Ormet
said it hasn't yet analyzed "in significant detail all issues
related to a potential plan filing."  With no competing bids,
Wayzata can buy the business in exchange for $130 million in
secured debt plus the loan financing bankruptcy.

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
suitable relief to the current power arrangement authorized by the
Public Utilities Commission of Ohio (PUCO). Ormet will be
submitting a proposal 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.

                         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.


PALISADES MEDICAL: Moody's Hikes Bond Rating to 'Ba1'
-----------------------------------------------------
Moody's Investors Service has upgraded Palisades Medical Center's
(PMC) bond rating to Ba1 from Ba2 affecting $36.3 million of
outstanding debt issued through the New Jersey Health Care
Facilities Finance Authority. The outlook remains positive at the
higher rating level.

Summary Ratings Rationale

The upgrade to Ba1 from Ba2 reflect Palisades' trend of improving
financial performance over the last several years with volume
growth and operational improvements driving strong revenue growth
and good cash flow generation. The positive outlook reflects our
expectation that this trend will be sustained as Palisades'
clinical affiliation with Hackensack University Medical Center is
expanded over the next year and expected to drive further volume
and revenue growth. Upward rating action will depend on Palisades'
ability to sustain and improve on the performance level of fiscal
year (FY) 2012. These strengthens are mitigated by the hospital's
small size and location in the highly competitive northern New
Jersey market and the medical center's growing pension liability.
Additionally reductions in Medicare and Medicaid rates for nursing
homes have lead to lower profitability at The Harborage,
Palisades' 245-bed nursing home which historically drove
profitability at the system.

Strengths

* Trend of improving financial performance continuing in FY 2012
with operating cash flow margin of 8.0% (after reclassifying
investment income to non-operating revenue and removing non-
recurring Centers for Medicare and Medicaid Services (CMS) rural
floor net settlement of $2.0 million and a non-recurring legal
settlement of $1.2 million from operating revenue) compared to
6.8% and 5.1% in fiscal years 2011 and 2010, respectively; results
through the first quarter of FY 2013 show continued strong
operating cash flow margin of 10.0% compared to 8.3% in the
comparable prior year period, mainly due to newly recruited
physicians and strong volume growth

* Good cash flow generation in FY 2012 results in good pro forma
debt coverage ratios favorable to the below Baa medians with
Moody's adjusted maximum annual debt service coverage (MADS) of
3.8 times (Below Baa median is 1.9), adjusted debt-to-cash flow of
3.5 times (Below Baa median is 4.0) and debt-to-revenue of 32%
(Below Baa median is 34%).

* New clinical affiliation with Hackensack University Medical
Center (HUMC; A3/stable) has added new services to Palisades,
enhanced its clinical reputation and brought new physicians to the
medical staff; new services will be added with the advent of HUMC
specialists to Palisades, some of which will be housed in a new
medical office building on the campus that will open in 2014

* Growth in combined inpatient admissions and observation stays
and outpatient volumes in FY 2012 over the prior year driving 9.3%
total operating revenue growth over the same period; growth in
outpatient volumes continues in first quarter of FY 2013
maintaining the medical center's leading market share in its
immediate eight-town primary service area

* Strong growth in absolute cash and investments to $47.0 million
at fiscal yearend (FYE) 2012, a 50% increase from $31.3 million at
FYE 2011; cash on hand improved to 111 days from 80 days,
respectively

* All fixed rate debt structure with no derivates limiting
immediate demands on the balance sheet

Challenges

* Growing defined benefit pension obligation adds to the
comprehensive debt of the system; despite modifications to the
structure, the projected benefit liability grew to $51.9 million
(57% funded ration based on the projected benefit obligation) at
FYE 2012 from $25 million (71% funded ratio) at FYE 2010 mainly
due to a lower discount rate

* Crowded and highly competitive northern New Jersey market with
market share split between several providers in the primary and
secondary service areas; recent merger and acquisition activity
adds an element of uncertainty to this market as previously
independent facilities come under common ownership

* Heavy reliance on government payors at The Harborage, with
Medicare (17%) and Medicaid (64%) representing a high 81% of its
payor mix; Medicaid and Medicare rate reductions for skilled
nursing facilities pressured operating performance in recent
years; management implemented a number of initiatives mitigating
the impact and maintain good operating income, albeit softer than
historical levels

* High dependence on government payors at the Medical Center (54%
Medicare and 16% Medicaid) has limited historical revenue growth
and long-standing absence of a Blue Cross contract (largest
commercial payor in northern New Jersey) at PMC pressures future
revenue and volume growth

* Small provider with $165 million in combined revenues and under
10,000 admissions in FY 2012 making it vulnerable to external
changes and physician departures

* Very high debt to capitalization of 143% due to its negative net
asset position

* Heavily unionized staff creates difficulties for expense
management

OUTLOOK

The positive outlook reflects our expectation that with the
relationship with HUMC and the strategic and financial changes
made by management, the improved financial performance at the
medical center will be sustained over the next several years and
represents a departure from historical financial dependence on the
Harborage. Improved cash flow generation should provide adequate
debt service coverage and improve balance sheet metrics. Future
upward rating action over the next two years will depend on
Palisades' ability to sustain this level of performance and
navigate the changing competitive environment in northern New
Jersey.

WHAT COULD MAKE THE RATING GO UP

Sustained improvement in financial performance for the combined
medical center and skilled nursing facility; continued volume
growth and market share growth; continued improvement in balance
sheet and debt coverage ratios including comprehensive debt

WHAT COULD MAKE THE RATING GO DOWN

Decline in volumes and operating performance; decline in balance
sheet ratios; additional debt without commensurate increase in
cash flow and liquidity; changes in the competitive landscape that
negatively impact performance

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


PHIL'S CAKE: Disclosure Statement Approved, FDIC Objects to Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Tampa Division, approved the disclosure statement explaining
Phil's Cake Box Bakeries, Inc.'s plan of reorganization and
scheduled a May 23, 2013 hearing on the confirmation of the plan.

The Confirmation Hearing may be adjourned from time to time by
announcement made in open court without further notice.  If the
Plan is not confirmed, the Court will also consider dismissal or
conversion of the case at the Confirmation Hearing.

The Federal Deposit Insurance Corporation, as Receiver for
Heritage Bank of Florida, an unsecured creditor, objects to the
Debtor's Plan complaining that the Plan fails to indicate what, if
anything, is being contributed to the Debtor's estate in exchange
for the issuance of equity in the reorganized Debtor to the ?New
Equity Holder.?  The FDIC also complains that the unsecured
creditors are not being paid in full over the life of the Plan
with interest.  Accordingly, unless the Plan is accepted by the
unsecured creditors, the Plan cannot be confirmed under the
?cramdown? provisions of Section 1129(b) of the Bankruptcy Code,
Adam Lawton Alpert, Esq., at Bush Ross, P.A., in Tampa, Florida,
argues for the FDIC.

Under the Debtor's Plan, dated April 19, 2013, holders of Allowed
Class 11 Unsecured Claims, which are impaired, will be paid on
account of their Allowed Unsecured Claims their Pro Rata Share of
the Unsecured Creditor Distribution Fund, which will be in the
amount of $250,000.  The Reorganized Debtor will make deposits to
the Unsecured Creditor Distribution Fund in five equal annual
installments, beginning one year from the Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/PHILSCAKEds0419.pdf

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.

No trustee or examiner nor an official committee have yet been
appointed in the case.


PLAINS EXPLORATION: S&P Raises Corp. Credit Rating From 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Plains Exploration & Production Co. to
'BBB' from 'BB-' and raised the senior unsecured debt ratings to
'BBB' from 'B'.  At the same time, S&P removed the ratings from
CreditWatch, where it placed them with positive implications on
Dec. 6, 2012, following Freeport-McMoRan Copper & Gold Inc.'s
announcement of its plan to acquire Plains.  The outlook on Plains
is negative, reflecting that of parent company Freeport-McMoRan.
Subsequently, S&P has withdrawn the corporate credit rating on
Plains.

The rating actions follow the completion of Plains' acquisition by
Freeport-McMoRan Copper & Gold (BBB/Negative/--) on May 31, 2013.

Freeport-McMoRan is providing an unconditional guarantee on all of
Plains' outstanding debt.  Therefore, S&P is raising the issue-
level ratings on the assumed debt to 'BBB' from 'BB-' to be
consistent with the issue-level ratings on Freeport-McMoRan's
other unsecured debt issues.


PLY GEM HOLDINGS: Agrees to Sell 15.7 Million Common Shares
-----------------------------------------------------------
Ply Gem Holdings, Inc., entered into an underwriting agreement
with J.P. Morgan Securities LLC, Credit Suisse Securities (USA)
LLC and Goldman, Sachs & Co., as representatives of underwriters,
relating to the Company's initial public offering of its common
stock, par value $0.01 per share.  Under the Underwriting
Agreement, the Company agreed to sell 15,789,474 shares of Common
Stock to the Underwriters at a purchase price per share of
$19.6014 (the offering price to the public of $21.0000 per share
minus the underwriting discount and commissions).  The Company
also granted the Underwriters an option to purchase up to an
additional 2,368,421 shares of Common Stock to cover over-
allotments.  The Underwriters exercised this option in full on
May 23, 2013, and the Offering closed on May 29, 2013.

Merger Agreement

In connection with the Offering, the Company merged with its
former parent corporation, Ply Gem Prime Holdings, Inc., on
May 23, 2013, with the Company being the surviving entity,
pursuant to an Agreement and Plan of Merger, dated as of May 22,
2013, by and between the Company and Ply Gem Prime.  In the
Reorganization Merger, the Company issued a total of 48,962,494
shares of Common Stock to the former holders of preferred stock of
Ply Gem Prime and common stock of Ply Gem Prime.  In addition, in
connection with the Reorganization Merger, options to purchase
shares of common stock of Ply Gem Prime were converted into
options to purchase shares of Common Stock with adjustments to the
number of shares and per share exercise prices to reflect the
Reorganization Merger.

On May 22, 2013, in connection with the Reorganization Merger, the
Company amended and restated the Ply Gem Prime Holdings, Inc. 2004
Stock Option Plan to reflect the Company as the plan sponsor and
amended and restated the Ply Gem Prime Holdings, Inc. Long Term
Incentive Plan to reflect the Company as the plan sponsor and set
limits on the awards issuable under the LTIP, including a limit of
3,500,000 shares of Common Stock authorized and reserved for
issuance under the LTIP.

On May 23, 2013, in connection with the Reorganization Merger, the
Company amended and restated its certificate of incorporation and
amended and restated its by-laws as previously reported in the
Company's Registration Statement.

Stockholders Agreement

On May 22, 2013, the Company entered into a second amended and
restated stockholders' agreement, by and among the Company, Ply
Gem Prime, Caxton-Iseman, L.P., and Caxton-Iseman (Ply Gem) II,
L.P., and certain of the Company's current members of management,
including Messrs. Robinette, Poe, Wayne, Buckley and Morstad.  The
Stockholders Agreement contains provisions related to stockholder
voting, the composition of the Company's board of directors and
the committees of the Board, the Company's corporate governance,
restrictions on the transfer of shares of the Company's capital
stock and certain other provisions.

Under the Stockholders Agreement, each member of the Company's
senior management, including Messrs. Robinette, Poe, Wayne,
Buckley, and Morstad, and, under separate transfer restriction
agreements, dated as of May 22, 2013, certain other employees and
stockholders, including Messrs.  Barber, Ferris, Haley and Roach,
agreed to restrict their ability to transfer (i) Common Stock
issued to him or it in the Reorganization Merger and (ii) options
to purchase Common Stock whether issued prior to or in connection
with the Offering.

Termination of Advisory Agreement

On May 29, 2013, the Company terminated the Advisory Agreement,
dated as of Feb. 12, 2004, as amended by Amendment No. 1 to
Advisory Agreement, dated as of Nov. 6, 2012, between Ply Gem
Industries and an affiliate of CI Capital Partners LLC as
previously reported in the Company's Registration Statement.  In
connection with the termination of the General Advisory Agreement
and the closing of the Offering, the Company paid a termination
fee of approximately $18.8 million to the CI Party.

Notice of Redemption

On May 29, 2013, Ply Gem Industries issued a notice of redemption
pursuant to the indenture governing its 8.25 percent Senior
Secured Notes due 2018 that it intends to redeem $84 million
aggregate principal amount of the 8.25 percent Senior Secured
Notes on June 28, 2013, at a redemption price equal to 103.000
percent of the principal amount of the 8.25 percent Senior Secured
Notes, plus accrued and unpaid interest thereon, if any, to the
redemption date.

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

                      http://is.gd/JV7QRe

Ply Gem Holdings registered with the U.S. Securities and Exchange
Commission 7.3 million shares of common stock issuable under the
Company's Inc. 2004 Stock Option Plan and Long Term Incentive
Plan.  A copy of the Form S-8 prospectus is available at:

                      http://is.gd/3L7SAY

                         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.


PORTER BANCORP: To Issue 1 Million Shares Under Plans
-----------------------------------------------------
Porter Bancorp, Inc., registered with the U.S. Securities and
Exchange Commission 800,000 additional shares available for
issuance in the future under the 2006 Stock Incentive Plan.  By a
registration statement on Form S-8 filed with the SEC on June 12,
2007, Porter Bancorp previously registered 594,004 shares of
common stock issued pursuant to the Company's Amended and Restated
2006 Stock Incentive Plan or the 2000 Stock Option Plan of
Ascencia Bank, Inc.  The 2006 Stock Incentive Plan has been
amended to increase the number of shares of common stock issuable
under that plan by 800,000 shares.  A copy of the Form S-8 is
available for free at http://is.gd/Cpnxs6

In a separate prospectus, the Company registered 206,057 unissued
shares available for issuance in the future under the Nonemployee
Directors Stock Ownership Incentive Plan.  By a registration
statement filed with the SEC on June 12, 2007, Porter Bancorp
previously registered 100,000 shares of common stock issued
pursuant to the Porter Bancorp, Inc. 2006 Non-Employee Directors
Stock Ownership Incentive Plan.  The Nonemployee Directors Stock
Ownership Incentive Plan has been amended to increase the number
of shares of common stock issuable under that plan by 300,000
shares.  A copy of the Form S-8 prospectus is available for free
at http://is.gd/TNF7Kq

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp disclosed a net loss of $32.93 million in 2012, a
net loss of $107.30 million in 2011 and a net loss of $4.38
million in 2010.  The Company's balance sheet at March 31, 2013,
showed $1.13 billion in total assets, $1.08 billion in total
liabilities and $46.73 million in total stockholders' equity.

Crowe Horwath, LLP, in Louisville, Kentucky, 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 in 2012, 2011 and
2010, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action.  These events
raise substantial doubt about the Company's ability
to continue as a going concern.


PRE-PAID LEGAL: Moody's Says Capital Structure Change Credit Neg
----------------------------------------------------------------
Moody's Investors Service said that the change in Pre-Paid Legal
Services, Inc.'s proposed capital structure to reduce the amount
of its first lien term loan facility to $310 million from $375
million and concurrently increase the amount of its second lien
term loan facility to $175 million from $110 million is credit
negative, but does not affect the company's B1 corporate family
rating.

The change will also not affect the Ba3 rating of the company's
first lien credit facility or the B3 rating of the second lien
term loan facility. The rating outlook remains stable.

Pre-Paid Legal (d/b/a LegalShield), headquartered in Ada,
Oklahoma, designs, underwrites and markets legal expense plans to
families and small businesses in the United States and Canada. The
company sells the majority of its membership plans through a
multi-level marketing program through a base of approximately
306,000 sales associates. The company also markets identity theft
protection and restoration services. Kroll Advisory Solutions is
the exclusive provider of these identity theft protection and
restoration services. Reported revenues for twelve months ended
December 31, 2012 were approximately $408 million. The company is
privately owned by affiliates of MidOcean Partners (MidOcean), a
private equity firm.


PRE-PAID LEGAL: S&P Raises Rating on $340MM Facility to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issue-
level ratings on Ada, Okla.-based Pre-Paid Legal Services Inc.'s
proposed $340 million senior secured first-lien credit facility
(composed of a $30 million revolver and $310 million first-lien
term loan) to 'B+' from 'B', following a recent modification to
the proposed transaction that decreases the amount of the first-
lien term loan by $65 million and increases the second-lien term
loan by the same amount.  S&P revised the recovery rating on the
first-lien debt to '2' (indicating its expectation of substantial
recovery [70%-90%] in a payment default scenario) from '3'.

S&P also affirmed the 'B-' issue-level rating on the company's
proposed $175 million secured second-lien debt.  The recovery
rating on the second-lien debt is '5', indicating S&P's
expectation of modest recovery (10%-30%) in a payment default
scenario.

We expect the company to use proceeds from the proposed
transaction to refinance about $395 million of outstanding debt
under its existing senior secured credit facility and about
$79 million of preferred stock.  S&P estimates adjusted leverage
(which included preferred stock treated as debt) was in the mid-4x
area for the 12 months ended March 31, 2013, and that pro forma
for this proposed transaction, leverage is essentially unchanged.
The proposed refinancing extends debt maturities and lowers
pricing.  S&P expects steady credit metrics over the next year,
including adjusted leverage near the low-4x area and a ratio of
funds from operations to total debt of over 12%, which is in line
with the indicative financial ratios for an "aggressive" financial
risk profile.  This is supported by S&P's expectation of continued
steady operating performance, including flat sales and EBITDA
margins remaining near current levels based on revenue generated
from recurring members over the next year.

The ratings on Pre-Paid reflects S&P's view that the company's
financial risk profile is aggressive, based on the company's
financial policy (highlighted by its ownership by a financial
sponsor, and its willingness to fund dividends with debt), fairly
steady cash flow from operations, and adequate liquidity.  The
ratings also reflect the company's "vulnerable" business risk
profile, which is supported by the company's narrow product focus
in the highly competitive and fragmented subscription-based legal
service plans market (which S&P believes could be susceptible to
weak economic conditions and declining membership base) and its
limited geographic diversity.

RATINGS LIST

Pre-Paid Legal Services Inc.
Corporate credit rating           B/Stable/--

Issue Rating Raised; Recovery Rating Revised
                                   To             From
Pre-Paid Legal Services Inc.
Senior secured
  $30 mil. revolver                B+             B
    Recovery rating                2              3
  $310 mil. term loan              B+             B
    Recovery rating                2              3

Issue Rating Affirmed; Recovery Rating Unchanged
Pre-Paid Legal Services Inc.
Senior secured
  $175 mil. second-lien term loan  B-
    Recovery rating                5


PRODUCTION RESOURCE: S&P Revises Outlook to Neg. & Affirms B- CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Production Resource Group Inc. (PRG) to negative from stable.  All
ratings were affirmed, including the 'B-' corporate credit rating.
S&P's issue-level rating on Production Resource Group's senior
notes was affirmed at 'CCC+' (one notch below the 'B-' corporate
credit rating on the company).  The recovery rating on this debt
remains unchanged at '5', indicating S&P's expectation for modest
(10% to 30%) recovery for lenders in the event of a payment
default.

"The outlook revision reflects our expectation for persistent
negative discretionary cash flow, which will reduce the company's
liquidity," said Standard & Poor's credit analyst Tulip Lim.

The rating also reflects the company's high leverage and the
highly competitive market niche it services.  In S&P's view, PRG
has a "vulnerable" business risk profile because the company
operates in fragmented and competitive niche markets.  Moreover,
the company's EBITDA margin has declined to 13.7% for the 12
months ended March 31, 2013, from 19.9% in 2007, and S&P do
not expect it to recover to prior levels.

PRG is a niche market provider of lighting, audio, video, and
scenic equipment and related services for live events and
theatrical productions.  Many of the company's competitors are
small, regionally based companies providing a single service.  The
company is exposed to pricing pressure, the unpredictable nature
of the concert tour business, economic cyclicality, and short
average runs of musicals and plays.  S&P views the company's
management and governance as "weak," given the company's history
of high capital expenditures and significant acquisition activity,
which have caused persistent negative discretionary cash flow and
leverage to rise.

The rating outlook is negative, reflecting S&P's expectation for
persistent negative discretionary cash flow and rising leverage.

S&P could lower its rating if PRG's availability under its asset-
backed loan declines to $70 million.  This could occur as a result
of continued heavy capital spending and continuing acquisition
activity.

S&P could revise its outlook to stable if the company reverses
negative discretionary cash flow deficits and the revenue trend
and EBITDA margin improve such that S&P becomes convinced that the
company will generate sustainable positive discretionary cash
flow.


QUANTUM FUEL: To Sell 10 Megawatt Trout Creek Wind Farm
-------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., announced that
it, its wholly owned subsidiary, Schneider Power Inc., and certain
of Schneider Power Inc.'s wholly?owned subsidiaries, have entered
into definitive agreements with an unrelated third party for the
sale of Schneider Power's 10 Megawatt (MW) Trout Creek wind farm
development project.

The sale of the Trout Creek Project will occur in two phases.  The
first phase will result in the purchaser acquiring 74.9 percent of
the ownership interests in the Trout Creek Project for an
aggregate purchase price of Canadian Dollar C$1,207,959, of which
C$971,250 will be paid in cash on the closing of Phase 1 and
C$236,709 will be paid by the purchaser's assumption of certain
Trout Creek Project liabilities.  The second phase will result in
the purchaser acquiring the remaining 25.1 percent of the
ownership interest in the Trout Creek Project for a purchase price
of C$1,143,750 upon the exercise by the purchaser of an
irrevocable option to purchase the 25 percent Interest.  The
Purchase Option will be granted to the purchaser upon the closing
of Phase 1 and must be exercised if and when the development of
the Trout Creek Project is completed and the wind farm begins
commercial operation.

Phase 1 is expected to close in approximately 4 to 6 weeks,
subject to the parties' satisfaction or waiver of customary
closing conditions and the parties' receipt from the Ontario Power
Authority of an acknowledgement that an event of default under the
the Feed?In?Tariff contract issued by the OPA in connection with
the Trout Creek Project has not occurred or, if an event of
default has occurred, a waiver from the OPA of such event of
default.  Phase 2 is expected to close within approximately 18 to
24 months, subject to (among other things) the Trout Creek Project
achieving commercial operation.

Pursuant to the terms of the definitive agreements, following the
closing of Phase 1, the purchaser will be solely responsible for
all development costs and expenses related to the Trout Creek
Project.

"The Trout Creek Project is the second project we have either sold
or entered into definitive sale agreements," stated Brian Olson,
president and chief executive officer of Quantum.  Mr. Olson
continued, "As previously announced, we have also entered into
non?binding letters of intent to dispose of other wind and solar
projects owned by Schneider Power and it remains our intent to
complete the disposition of all of Schneider Power's operating
assets and development projects as soon as possible."

A copy of the Purchase Agreement is available for free at:

                        http://is.gd/7OLxZg

                         About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $61.26 million in total assets,
$47.03 million in total liabilities and a $14.22 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


QUICKSILVER RESOURCES: Moody's Rates Sr. Unsecured Notes Caa2
-------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Quicksilver
Resources Inc.'s $675 million senior unsecured notes due 2021 and
assigned a B2 rating on the company's $200 million second lien
senior secured notes due 2019.

Proceeds from the $675 million senior unsecured notes and the $200
million second lien notes, together with the $600 million second
lien senior secured term loan, are expected to refinance near-term
debt maturities.

Issuer: Quicksilver Resources Inc.

Assignments:

   $675 million Senior Unsecured Regular Bond/Debenture, assigned
   Caa2

   $200 million Second Lien Senior Secured Bond/Debenture,
   assigned B2

Ratings Rationale

The $675 million senior unsecured notes were rated Caa2 and the
$200 million second lien senior secured notes were rated B2. The
notching from Quicksilver's B3 CFR reflects the relative size of
company's $350 million senior secured global borrowing base, the
$600 million senior secured second lien term loan and the $200
million second lien notes potential priority claim over the $675
million senior unsecured notes, under Moody's Loss Given Default
(LGD) Methodology. The rating on Quicksilver's subordinated notes
will be withdrawn should the company's recapitalization plan close
as proposed.

Proceeds from the $675 million senior unsecured notes and the $200
million second lien notes, together with the $600 million second
lien senior secured term loan, are expected to refinance near-term
debt maturities. The company has announced a cash tender offer
relating to its $438 million senior unsecured notes due 2015, $591
million senior unsecured notes due 2016, and $350 million of
senior subordinated notes due 2016. Quicksilver has also commenced
a consent solicitation for its $298 million senior unsecured notes
due 2019.

Quicksilver's B3 CFR is supported by its large, proved developed
(PD) reserve base of 215 million barrels of oil equivalent (BOE)
that is comparable to Ba-rated E&P peers. The B3 CFR also
incorporates the company's recent asset sale and negotiated
amendment to its bank credit facility providing for extended
covenant headroom and flexibility to pursue this broad
recapitalization plan. The company's size and scale, however, are
offset by its persistent high debt level and highly concentrated
natural gas production volumes that accentuate Quicksilver's weak
operating profile, evidenced by cash margins trending negatively
and retained cash flow to debt metric deteriorating to below 5%.

Quicksilver closed the sale of a 25% interest in its natural gas
concentrated, Barnett Shale assets to TG Barnett Resources LP, a
wholly-owned U.S. subsidiary of Tokyo Gas Company, Ltd (Aa3
stable) for $485 million. A portion of the net proceeds repaid
borrowings under the company's senior secured bank credit
facility. Concurrent with this pay-down, Quicksilver negotiated an
amendment to the company's bank credit agreement that provides for
a decreased borrowing base, but with relaxed financial covenants
and the opportunity to execute a broader recapitalization plan.

The rating outlook remains negative. In order to stabilize the
outlook, Quicksilver needs to successfully execute its
recapitalization plan and demonstrate improved cash margins along
with lower trending leverage metrics. An upgrade is unlikely in
the near term absent material debt reduction and higher natural
gas and NGL prices supportive of improved cash flow generation. A
further downgrade would be considered if Quicksilver does not
complete its recapitalization plan, its liquidity profile weakens,
or interest coverage and cash flow further deteriorate beyond
maintenance levels.

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


RADNOR HOLDINGS: Skadden Denies Collusion, Seeks $4MM Fees
----------------------------------------------------------
Sindhu Sundar of BankruptcyLaw360 reported that Skadden Arps Slate
Meagher & Flom LLP on Friday continued to seek $4 million for its
work on Radnor Holdings Corp.'s bankruptcy, denying allegations by
the packaging company's former CEO that it colluded with a hedge
fund to hamper a planned restructuring so that the fund could
profit off its sale.

According to the report, in a brief filed in Delaware bankruptcy
court, Skadden fought Michael T. Kennedy's claims that it
interfered with Radnor's reorganization plans.

                    About Radnor Holdings

Based in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.  The Debtor
and its affiliates filed for chapter 11 protection on August 21,
2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M. Galardi,
Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher
&Flom, LLP, in Wilmington, Del.; and Timothy R. Pohl, Esq.,
Patrick J. Nash, Jr., Esq., and Rena M. Samole, Esq., at Skadden,
Arps, Slate, Meagher &Flom, LLP, in Chicago, Ill., serve as the
Debtors' bankruptcy counsel.  When the Debtors filed for
protection from their creditors, they disclosed total assets of
$361,454,000 and total debts of $325,300,000.


READER'S DIGEST: Nails Down New Headquarters Lease
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Reader's Digest Association simplified the plan-
approval hearing occurring at the end of the month when the
bankruptcy judge this week signed an order approving an amended
lease with the landlord at the headquarters in White Plains, New
York.

According to the report, the new lease reduces rental expense by
$3.3 million a year and offloads space the publisher no longer
needs.  The landlord is giving RDA six months' free rent and a
$500,000 credit for refurbishing the one floor the company
retains.  In return, the landlord can draw down a $4.8 million
letter of credit and has a $5.7 million unsecured claim for
damages resulting from termination of the original lease.

The report notes that RDA's reorganization plan comes to court for
approval at a June 28 confirmation hearing.  The plan was modified
to gain support from the official creditors' committee.  Their
$500,000 pot was increased by $3.875 million, raising the
unsecured creditors' recovery to 3 percent from 0.1 percent.

                       About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

Under the Plan, holders of allowed general unsecured claims in
such sub-class will receive their pro rata share of the GUC
distribution; holders of allowed general unsecured claims of
Reader's Digest will also receive their pro rata share of the RDA
GUC distribution and the senior noteholder deficiency claims in
such sub-class will be deemed waived solely for purposes of
participating in the GUC distribution and the RDA GUC
distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


REALOGY CORP: Redeems $492 Million Senior Notes Due 2017
--------------------------------------------------------
Realogy Group LLC, an indirect wholly owned subsidiary of Realogy
Holdings Corp., redeemed the $492 million aggregate principal
amount of outstanding 11.50 percent Senior Notes due 2017 in
accordance with the terms and provisions of the indenture
governing the 11.50 percent Senior Notes, dated as of Jan. 5,
2011, among Realogy Group, Realogy Holdings, the subsidiary
guarantors party thereto, and The Bank of New York Mellon Trust
Company, N.A., as trustee, at a redemption price of 105.750
percent.  In connection with the redemption of the 11.50 percent
Senior Notes, Realogy Group paid total consideration of
approximately $527 million, which included the applicable
redemption premium and accrued and unpaid interest.  Immediately
following that redemption, Realogy Group cancelled the 11.50
percent Senior Notes and discharged the 11.50 percent Senior Notes
Indenture in accordance with its terms.

The 11.50 percent Senior Notes were redeemed using the net
proceeds from the offering of 3.375 percent Senior Notes due 2016
consummated on April 26, 2013, and borrowings under Realogy
Group's revolving credit facility.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.  Realogy Holdings
and Realogy Group incurred a net loss of $441 million on $4.09
billion of net revenues in 2011, following a net loss of $99
million on $4.09 billion of net revenues for 2010.

The Company's balance sheet at March 31, 2013, showed $7.41
billion in total assets, $5.97 billion in total liabilities and
$1.44 billion in total equity.

                        Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control.  We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.

If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness.  We cannot assure you that we would be able to take
any of these actions, that these actions would be successful and
permit us to meet our scheduled debt service obligations or that
these actions would be permitted under the terms of our existing
or future debt agreements.

If we cannot make scheduled payments on our debt, we will be in
default and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our senior secured credit facility could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its annual report for the period ended
     Dec. 31, 2012.

                           *     *     *

In the Dec. 12, 2012, edition of the TCR, Moody's Investors
Service upgraded Realogy Group LLC's Corporate Family and
Probability of Default ratings to B3.  The B3 Corporate Family
rating (CFR) incorporates Moody's view that Realogy's capital
structure has made meaningful progress towards being stabilized
following the issuance of primary equity, and is therefore more
sustainable although still highly leveraged.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


REDE ENERGIA: Brazilian Power Cos. Bid $1.5B for Utility's Units
----------------------------------------------------------------
Keith Goldberg of BankruptcyLaw360 reported that Brazilian power
firms Energisa SA and Companhia Paranaense de Energia, also known
as Copel, said that they had offered 3.2 billion Brazilian reals
($1.5 billion) for several units of Rede Energia SA, a move
cheered by a group of the bankrupt utility's creditors.

According to the report, Energisa and Copel said the offer for
nine Rede subsidiaries includes cash payments and debt
obligations. In their petition filed with a Brazilian bankruptcy
court, the companies requested their proposal be considered at a
general meeting for Rede's creditors, the BLaw360 report added.

                        About Rede Energia

Rede Energia SA, headquartered in Sao Paulo, Brazil, is a holding
company with interests mostly in the electricity distribution.
Through majority-owned subsidiaries Companhia de Energia Eletrica
do Estado do Tocantins - Celtins, Centrais Eletricas
Matogrossenses S.A. - Cemat, Centrais Eletricas do Para S.A. -
Celpa and Empresa Energ. do Mato Grosso Sul -- Enersul, the group
operates concessions to distribute electricity in the states of
Tocantins, Mato Grosso, Para and Mato Grosso do Sul,
respectively.


RESIDENTIAL CAPITAL: Seeks to Satisfy Ally Claims for $1.1-Bil.
---------------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates originally
filed a motion to partially satisfy the outstanding secured claims
of holders of the 9.625% Junior Secured Guaranteed Notes due 2015,
issued by ResCap in the amount of $800 million.

However, the Debtors, in consultation with the Official Committee
of Unsecured Creditors and their major creditor constituents,
recently negotiated a plan support agreement, which provides that
the parties to the agreement will support a partial pay-down of
the Junior Secured Notes provided that the Debtors also repay the
Ally Financial, Inc., senior secured credit facility in the amount
of $747,127,553, plus accrued and unpaid interest.

The parties to the PSA believe that the repayment of the AFI
Claims will benefit the Debtors' estates by eliminating the
interest expense associated with the AFI letter of credit and the
AFI Senior Secured Credit Facility, which the Debtors are paying
on a current basis, thereby enhancing distributions to unsecured
creditors.

Accordingly, the Debtors amend the Original Motion to seek
authority for the repayment of AFI, in addition to the partial
payment to the Junior Secured Noteholders contemplated in the
Original Motion.  By the amended Motion, the Debtors seek
authority to fully satisfy the AFI Claims in the aggregate amount
of $1,127,127,553, plus accrued and unpaid interest, and partially
satisfy the principal portion of the JSN Secured Claims in the
amount of $800 million.

In the event the Plan, as defined in the PSA, does not become
effective, the Payments to AFI will have no impact on, and be
without prejudice to (i) the rights of any party to seek to
recharacterize or equitably subordinate the AFI Claims as if the
Payments had not been made, and for the Court to fashion any
remedy in connection therewith, and (ii) if any party seeks to
recharacterize or equitably subordinate the AFI Claims, AFI's
rights to assert liens and security interests in the property
securing the AFI Revolver Claim and the AFI LOC Claim as if the
Payments to AFI had not been made.

A hearing on the Debtors' amended motion is set for June 12, 2013,
at 10:00 a.m. (Prevailing Eastern Time).  Objections are due
June 5.

Gary S. Lee, Esq., Todd M. Goren, Esq., and Samantha Martin, Esq.,
at Morrison & Foerster LLP, in New York, represent the Debtors.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Mercer US Hikes Rates by 3% to 6%
------------------------------------------------------
John Dempsey, a partner of Mercer (US) Inc., disclosed in a
supplemental declaration that the firm has adjusted its rates
upwards by approximately three to six percent, depending on the
professionals' position.  Accordingly, the adjusted rates of
Mercer professionals that have provided services to the Debtors
are:

    John Dempsey (Partner)        $783/hour
    Bryan Dluhy (Associate)       $359/hour
    Ann Corin (Analyst)           $290/hour
    Sahil Mehta (Analyst)         $290/hour
    Alex Nestorov (Analyst)       $290/hour

Thomas R. Fawkes, Esq. -- tfawkes@freebornpeters.com -- and Devon
J. Eggert, Esq. -- deggert@freebornpeters.com -- at Freeborn &
Peters LLP, in Chicago, Illinois, represent Mercer (US).

Residential Capital tapped Mercer (US) Inc. as compensation
consultant, nunc pro tunc to the Petition Date, to assist the
Debtors with the assessment of any employee incentive and
retention plans to be proposed in the Chapter 11 cases.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Perkins Coie Approved as Insurance Counsel
---------------------------------------------------------------
Judge Martin Glenn authorized Residential Capital and its
affiliates to employ Perkins Coie LLP as their Special Insurance
Coverage Counsel, nunc pro tunc to March 20, 2013.

The current hourly billing rates for the Perkins Coie
professionals that are expected to spend significant time on the
insurance matters range from $585 to $900 for partners, $285 to
$575 for non-partner attorneys, and $200 to $300 for paralegals.
Perkins Coie will also be reimbursed for any expenses incurred.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: FTI to Work on All State Litigation
--------------------------------------------------------
Residential Capital LLC and its affiliates ask the Bankruptcy
Court to approve a fourth addendum to the engagement agreement
with FTI Consulting, Inc., as their financial advisor.

Under the current terms of FTI's engagement, a separate
application is required if the Debtors desire to expand the scope
of FTI's engagement to include services in connection with pending
or potential litigation and contested matters, such as, but not
limited to, providing consulting services or expert testimony.
The Debtors wish to be able to call upon FTI to provide Litigation
Support Services going forward and, at this time to obtain
authorization for the engagement modification nunc pro tunc to
March 1, 2013, for Litigation Support Services that FTI has
already performed at the Debtors' request in connection with the
complaint titled Residential Capital, LLC et al. v. Allstate Ins.
Co. et al., Adv. Pro. No. 13-01262 (Bankr. S.D.N.Y.).

Although FTI originally contemplated that its services in
connection with the Subordination Complaint would be limited
enough to fall within the scope of FTI's initial retention, the
complexity of the litigation and the critical nature of its
resolution for the Debtors' restructuring has required FTI to
perform far more and different work than anticipated, incurring
approximately $150,000 in fees since March 1, 2013.

A hearing on the Debtors' application will be on June 12, 2013, at
10:00 a.m. (ET).  Objections are due June 5.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


SANCHEZ ENERGY: S&P Assigns 'B-' CCR; Outlook Positive
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Houston-based Sanchez Energy Corp.  The
outlook is positive.

At the same time S&P assigned its 'CCC+' issue rating (one notch
below the corporate credit rating) to Sanchez's proposed
$350 million senior unsecured notes due 2021.  The recovery rating
is '5', indicating S&P's expectation of modest (10% to 30%)
recovery in the event of a payment default.

"We expect Sanchez to use proceeds from the proposed notes to
repay outstanding borrowings, fund capital expenditures, and for
general corporate purposes," Standard & Poor's credit analyst Paul
Harvey.

The ratings on Houston-based Sanchez Energy Corp. (Sanchez)
reflect Standard & Poor's Ratings Services' view of the company's
"vulnerable" business risk, "highly leveraged" financial risk, and
"adequate" liquidity.  The ratings incorporate Sanchez's limited
scale of operations, high percentage of proved undeveloped
reserves, execution risk of its near-term growth plan, and
significant cash flow deficits in 2013 and 2014.  Ratings also
reflect its high percentage of Eagle Ford Shale crude oil
production that receives positive price differentials, low debt
leverage, and potential for rapid growth if it is able to execute
its operational plans.

The positive outlook reflects the potential for an upgrade within
the next 12 to 18 months if Sanchez can successfully execute its
drilling programs and raise production to about 15,000 barrels per
day, while keeping debt leverage of 2.5x or less.

S&P could maintain the ratings if Sanchez's drilling program fails
to meet stated goals, debt leverage exceeds 3x, or both, which
would likely occur if operating results falter.  In addition, S&P
could stabilize ratings if liquidity were to fall below
$50 million.


SAPPHIRE POWER: S&P Assigns Prelim. 'B+' Rating to $380MM Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B+' project rating to Sapphire Power Finance LLC's
$380 million senior secured facilities, consisting of a
$350 million term loan B due in June 2020 and a $30 million
working capital facility due in June 2018.  The preliminary
recovery rating is '2', indicating a substantial (70% to 90%)
recovery under S&P's default scenario.  The preliminary ratings
are subject to S&P's review of executed documentation that
includes terms the project has represented and that S&P has
included in its rating conclusion.  S&P has not reviewed executed
documents, and the final rating could differ if any terms change
materially from its assumptions.  The outlook on the debt issue
ratings is stable.

Sapphire will use net proceeds to pay a $143 million dividend to
sponsors and refinance its existing senior secured facilities, a
$185 million term loan maturing in 2018 (about $182 million
outstanding) and a $25 million revolving facility maturing in 2016
(about $8 million currently drawn).  A fund managed by Riverstone
Holdings indirectly owns 100% of Sapphire and will receive
distributions following a 100% cash flow sweep.  There is no
project debt at the plant level, and thus, all plant cash flows
services Sapphire debt.

The rating reflects a business risk that involves cash flow
exposure to merchant power markets in the Northeast U.S., with
eight natural gas-fired generation plants totaling 794 megawatts--
seven of which are combined cycle gas turbine that are aged,
having begun operations between 1988 and 1993.

"The stable outlook reflects our expectation of good operations
and stability of cash flows as a result of a fixed capacity market
through May 2017 and the project's hedging activities through
2016, along with liquidity to address typical operational problems
with these types of assets," said Standard & Poor's credit analyst
Nora Pickens.

Factors that could lead to a downgrade include any expectation of
S&P's that debt at maturity increases beyond $400 per kW or if
DSCRs steadily decline below levels appropriate for the 'B+'
rating, in the 1x to 1.1x range.  This would likely result from
poor operational performance, higher operating and maintenance
costs, or a widening disconnect between the HRCO provisions and
actual performance.  Conversely, S&P could raise the rating if it
sees and expect Sapphire to demonstrate sound operational
performance and if debt at maturity is reduced materially, to
about $100 to $150 per kilowatt or so.


SCHOOL SPECIALTY: Executes Amendments to Credit Facilities
----------------------------------------------------------
School Specialty, Inc., and certain of its wholly-owned
subsidiaries executed amendments to the following agreements:

   (A) the Senior Secured Super Priority Debtor-in-Possession
       Credit Agreement (the "Ad Hoc DIP 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 22, 2013, among other
things, sets a new schedule of milestones.

The ABL Amendment, executed on May 22, 2013, among other things,
(1) sets a new schedule of milestones, (2) amends the fees payable
to the Administrative Agent, (3) revises the budget, and (4) sets
the maximum revolving loan amount at $68,000,000 while the exit
financing commitment letters remain in effect and certain other
conditions are met.

                      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.


SCOOTER STORE: Proposes to Hold Auction on July 23
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Scooter Store Inc. intends to have the business sold
at an auction on July 23.

According to the report, in papers filed June 3 with the U.S.
Bankruptcy Court in Delaware, the company proposed that
prospective buyers submit bids initially by July 17.  No purchase
is under contract as yet, although 60 possible buyers signed
confidentiality agreements.  If the bankruptcy judge goes along
with the schedule at a June 24 auction-scheduling hearing, the
auction would take place on July 23, followed by a sale-approval
hearing on July 25.

The report notes that at the June 24 hearing, the company wants
the judge to carve some of the assets out of the main sale on the
theory they will command higher values if sold separately.  There
would be no separate court approval for a sale less than $100,000,
so long as the buyer isn't an insider and the main parties in the
case don't object.

                     About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SCOOTER STORE: Gets Final Court OK to Access Cash Collateral
------------------------------------------------------------
The Honorable Peter Walsh has given The Scooter Store Holdings,
Inc., et al., final authority to access its cash collateral while
in bankruptcy.

The Debtors also got final Court permission to obtain a
$10,000,000 postpetition secured financing from Crystal Financial
LLC, as agent, and certain lenders party.  The loan proceeds are
to be used in accordance with a prepared budget.

In exchange for the loan, the DIP Agent and the DIP Lenders are
granted perfected liens on and security interests in all of the
Debtors' collateral, including all property constituting "cash
collateral."  They are also allowed superpriority administrative
claims with respect to all DIP obligations.

The DIP Liens are however junior to the Carve Out amount for
quarterly fees for the U.S. Trustee and allowed fees for
bankruptcy professionals.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SCOOTER STORE: Committee Taps CBIZ as Financial Advisors
--------------------------------------------------------
The Official Committee of Unsecured Creditors of The Scooter Store
Holdings, Inc., et al., seeks bankruptcy court authority to retain
CBIZ Acounting, Tax and Advisory of New York, LLC, CBIZ Valuation
Group, LLC and CBIZ Mergers & Acquisition Group Inc. as their
financial advisors.

Among other things, CBIZ will be expected to analyze the financial
operations of the Debtors and the financial ramifications of any
proposed transactions for which the Debtors may seek court
approval.

CBIZ's professionals charge these standard hourly rates:

    Directors and Managing Directors   $410 to $595
    Managers and Senior Managers       $310 to $410
    Senior Associates and Staff        $130 to $310

CBIZ will also seek reimbursement of necessary and actual expenses
incurred in rendering services to the Committee.

Charles Beck of CBIZ assures Judge Peter Walsh that his firm
represents no interest adverse to the Committee, the Debtors, and
their estates on the matters upon which it is to be engaged.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SIGNATURE GROUP: Enters Into Settlement Deal with New Signature
---------------------------------------------------------------
Signature Group Holdings, Inc. on June 5 disclosed that it has
entered into a settlement agreement with New Signature LLC and
certain of its affiliates for a new company proxy slate to be
presented for election at the 2013 Annual Shareholders Meeting on
July 16, 2013. As part of the settlement, New Signature LLC will
withdraw its slate and support the company's slate.

In conjunction with the settlement, Craig T. Bouchard has been
appointed as Chairman and Chief Executive Officer.  "I look
forward to working closely with Craig and the team in pursuing new
strategic growth opportunities for Signature as the company enters
the next phase in its evolution," said director Phil Tinkler.
"Given the hard work of the team since the company's emergence
from bankruptcy, we are now in a position to utilize pro-rata
rights offerings to procure the capital for large acquisitions.
We believe our investors have an appetite to invest more capital
into Signature and our goal with Craig is to find and execute
those opportunities."  To facilitate these rights offerings, the
settlement agreement supports the company's proposal to increase
its authorized shares of common stock.

Under the terms of the settlement agreement, the slate will
consist of Craig Bouchard, Peter Bynoe, Ed Lamb, Raj Maheshwari
and Phil Tinkler.  As part of the settlement agreement,
Christopher Colville stepped down as interim Chief Executive
Officer and Chairman of the Board of Directors as of June 4, 2013.

"I have a history of building businesses and am looking forward to
this opportunity of working with the board and the excellent
management team at the company to build shareholder value," stated
Mr. Bouchard.

The company anticipates filing an updated proxy statement by the
end of the week.

                      About Signature Group

Signature Group Holdings, Inc. --
http://www.signaturegroupholdings.com/-- is a diversified
business and financial services enterprise with principal
activities in industrial distribution and special situations debt.
Signature has significant capital resources and is actively
seeking acquisitions as well as growth opportunities for its
existing businesses.  The Company was formerly a $9 billion in
assets industrial bank and financial services business that
reorganized during a two-year bankruptcy period. The
reorganization provided for Signature to maintain federal net
operating loss tax carryforwards in excess of $850 million.

Fremont General Corp. filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 08-13421) on June 18, 2008.  Robert W. Jones,
Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represented the Debtor as counsel.
Kurtzman Carson Consultants LLC was the Debtor's noticing agent
and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represented the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.

Fremont General emerged from bankruptcy and filed Amended and
Restated Articles of Incorporation with the Secretary of State of
Nevada on June 11, 2010, which, among other things, changed the
Debtor's name to Signature Group Holdings, Inc.

Signature's plan of reorganization became effective on June 11,
2010.  The name change also took effect as of that date.


SIGNATURE STATION: Chapter 11 Reorganization Case Dismissed
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
dismissed the Chapter 11 case of Signature Station, LP.

The Debtor has requested for the dismissal of its case because the
Debtor and Regions Bank, the lender, agreed to the execution of a
forbearance agreement regarding resolution of the claims asserted
by the lender, well as the alleged defaults.  Under the
forbearance agreement, the Debtor and the lender agreed to terms
going forward including, inter alia, two years for the Debtor to
refinance the property.

                      About Signature Station

Signature Station, LP, filed a Chapter 11 petition (Bankr. N.D.
Ga. Case No. 12-75646) in Atlanta on Oct. 11, 2012.  The Debtor is
a Single Asset Real Estate as defined in 11 U.S. Sec. 101(51B).
The Debtor said that as of March 6, 2012, its property was
appraised for $18.8 million.

Bankruptcy Judge Margaret Murphy presides over the case.  Howick,
Westfall, McBryan & Kaplan, LLP, serves as counsel.

In its schedules, the Debtor disclosed $20,743,936 in total assets
and $14,420,265 in total liabilities as of the Petition Date.

Ron C. Bingham, II, Esq., at Stites & Hargbison, PLLC, in Atlanta,
Ga., represents Regions Bank as counsel.


SIMON WORLDWIDE: Files Preliminary Prospectus with SEC
-------------------------------------------------------
Simon Worldwide, Inc., is distributing, at no charge, to holders
of record of the Company's common stock, nontransferable
subscription rights to purchase an aggregate of up to [__] shares
of its common stock for an aggregate subscription price of $[__].
In this subscription rights offering, investors will receive one
subscription right for each share of its common stock you hold of
record at 5:00 p.m., Eastern time, on [__], 2013, the record date.

Each whole subscription right will entitle a holder of record of
the Company's common stock, to purchase 0.[__] shares of its
common stock at a subscription price of $[__] per whole share.
The per share subscription price was determined by the Company's
board of directors, and represents a premium of [__] percent to
the last reported sales price of the Company's common stock on the
Over-The-Counter QB, or OTCQB, as of May 30, 2013, the last
trading day prior to the filing of the Company's initial
registration statement with respect to this subscription rights
offering.

The subscription rights will expire and will be void and worthless
if they are not exercised by 5:00 p.m., Eastern time, on [__],
2013, unless the Company extends the subscription rights offering
period.

Assuming the subscription rights offering is completed, the
Company intends to use $3,500,000 of the proceeds of the
subscription rights offering to make a scheduled capital
contribution to our majority-owned subsidiary, Three Lions
Entertainment, LLC or Three Lions.  The Company plans to use any
remaining proceeds of the offering, after payment of all expenses
related thereto, for general and corporate working capital
purposes.

The Company is currently controlled by Overseas Toys, L.P., or
Overseas Toys.  Overseas Toys beneficially owns 41,763,668 shares
of our common stock, which represents approximately 82.5 percent
of the outstanding shares.  Overseas Toys has indicated that it
intends to exercise all of the rights issued to it under the pro
rata basic subscription right and to subscribe for the maximum
additional shares pursuant to the over-subscription privilege that
it would be entitled to purchase.  However, that indication is not
binding, and Overseas Toys is not legally obligated to do so.
Assuming no other holders exercise their rights in this offering,
and that Overseas Toys exercises its basic and over-subscription
privileges in full as indicated, after giving effect to this
offering, Overseas Toys would own approximately [__] percent of
the Company's common stock.

The subscription rights are nontransferable and may not be sold,
transferred or assigned.  Shares of the Company's common stock are
quoted on the OTCQB under the symbol "SWWI."  There has been a
very limited trading market in the Company's common stock, and it
is not anticipated that an active market will develop as a result
of this rights offering.  As of May 30, 2013, the last reported
sales price of the Company's common stock on the OTCQB was $0.08
per share.

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

                        http://is.gd/acNM5G

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

Simon Worldwide disclosed a net loss of $1.52 million on $0
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $1.97 million on $0 revenue in 2011.  The Company's
balance sheet at March 31, 2013, showed $7.17 million in total
assets, $98,000 in total liabilities, all current, and $7.07
million in total stockholders' equity.


SIMON WORLDWIDE: Ronald Burkle Held 82.5% Equity Stake at May 31
----------------------------------------------------------------
Ronald W. Burkle and his affiliates disclosed that, as of
May 31, 2013, they beneficially owned 41,763,668 shares of common
stock of Simon Worldwide, Inc., representing 82.5 percent of the
shares outstanding.  The reporting persons previously reported
beneficial ownership of 37,940,756 common shares or 70 percent
equity stake as of Sept. 23, 2008.  A copy of the amended filing
is available for free at http://is.gd/NQycs2

                        About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

Simon Worldwide disclosed a net loss of $1.52 million on $0
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $1.97 million on $0 revenue in 2011.  The Company's
balance sheet at March 31, 2013, showed $7.17 million in total
assets, $98,000 in total liabilities, all current, and $7.07
million in total stockholders' equity.


SMART ONLINE: Changes Trading Symbol to "MOST"
----------------------------------------------
In connection with the anticipated name change of Smart Online,
Inc., to MobileSmith, Inc., the trading symbol for the Company's
common stock, which is quoted on the OTC Bulletin Board, changed
from "SOLN" to "MOST."

                        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.


SONJA TREMONT: 'Real Housewives Of NYC' Star Gets Ch. 11 Trustee
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a "Real
Housewives of New York City" star on Friday was assigned a Chapter
11 trustee to oversee her bankruptcy, despite her attorney's
insistence that she is capable of selling her properties and
meeting her financial obligations on her own.

According to the report, Ian J. Gazes of Gazes LLC was appointed
by the U.S. Trustee's Office to run Sonja Tremont-Morgan's
bankruptcy after a film company she owes millions to, Hannibal
Pictures Inc., contended that she has been dragging her feet and
failed to pay creditors.


SPIRIT REALTY: Macquarie Held 7.7% Equity Stake at Dec. 31
----------------------------------------------------------
Macquarie Group Limited and its affiliates disclosed in a
regulatory filing with the U.S. Securities and Exchange Commission
that, as of Dec. 31, 2012, they beneficially owned 6,573,855
shares of common stock (deemed beneficially owned due to reporting
person's ownership 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.  The percentage is based on 84,833,181 shares of
common stock outstanding on May 6, 2013.  A copy of the Schedule
13G is available for free at http://is.gd/wrZn0L

                        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.


SPRINGLEAF FINANCE: Issues $300 Million Senior Notes Due 2020
-------------------------------------------------------------
Springleaf Finance Corporation has completed the previously
announced private placement of $300 million aggregate principal
amount of 6.00 percent senior notes due 2020.  The Company intends
to use the net proceeds of the offering for general corporate
purposes.  Additional information is available for free at:

                        http://is.gd/VVl73L

                      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.


SPRINT NEXTEL: Gets Clearance From CFIUS on SoftBank Merger
-----------------------------------------------------------
Sprint and SoftBank have received notice from the Committee on
Foreign Investment in the United States that it has completed its
investigation of the proposed transaction between Sprint and
SoftBank, and there are no unresolved national security issues
relating to the transaction.

As part of this aspect of the transaction's clearance, Sprint and
SoftBank have entered into a National Security Agreement with the
U.S. government.  The National Security Agreement is effective as
of the date of CFIUS clearance, but will terminate in the event
that the merger agreement between Sprint and SoftBank is
terminated.

Based on the CFIUS clearance of the proposed transaction, the
parties expect that the "Team Telecom" agencies, which include the
Department of Justice (including the Federal Bureau of
Investigation) and the Department of Homeland Security, will
notify the Federal Communications Commission that the agencies
have completed their review of the transaction for national
security, law enforcement and public safety concerns.

Upon receipt of notice from Team Telecom, the Federal
Communications Commission will be free to complete its public
interest review of the transaction.  The Commission's public
interest review is ongoing.

Sprint and SoftBank are parties to the previously disclosed
agreement and plan of merger, dated as of Oct. 15, 2012, as
amended.  Consummation of the Sprint-SoftBank merger remains
subject to various conditions to closing, including receipt of
approval of the Federal Communications Commission and adoption of
the merger agreement by Sprint's stockholders.

Sprint and SoftBank anticipate the merger will be consummated in
July 2013, subject to the remaining closing conditions and the
effect of the actions of the Special Committee of Sprint's board
of directors, which is currently in discussions and negotiations
with DISH Network Corporation regarding the unsolicited proposal
received from DISH in April 2013 or other developments with
respect to that proposal.  Sprint's Board of Directors continues
to recommend its stockholders vote in favor of the transaction
with SoftBank.

                         About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$50.75 billion in total assets, $44.28 billion in total
liabilities, and $6.47 billion in total shareholders' equity.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code," the
Company said in its annual report for the period ended Dec. 31,
2012.

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be canceled and converted automatically into the
right to receive $2.97 per share in cash, without interest.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


ST. TROPEZ CAPITAL: Settlement Talks Ongoing in Lodgepole Suit
--------------------------------------------------------------
In the case, LODGEPOLE INVESTMENTS, LLC, a Nevada limited
liability company, Plaintiff, v. EDWARD GENNADY BARSKY, an
individual; ST. TROPEZ CAPITAL, LLC, a California limited
liability company; and MONACO DEVELOPMENT, LLC, a California
limited liability company, Defendants, Case No. CV 13-00446 NC
(N.D. Cal.), the adversary parties have made significant progress
in settlement negotiations that would fully resolve the action,
but have not yet reached an agreement regarding the final terms of
a settlement.

Lodgepole Investments and Monaco stipulate and agree that the
Initial Case Management Conference in the lawsuit will be
continued to July 10, 2013, at 10:00 a.m., and that all other
deadlines set forth in the Court's Order Setting Initial Case
Management Conference and ADR Deadlines are continued accordingly.

On February 6, 2013, Defendants Edward Gennady Barsky and St.
Tropez Capital, LLC filed a Notice of Automatic Stay of the
lawsuit based on their filing of voluntary Chapter 11 bankruptcy
petitions in the United States Bankruptcy Court, Central District
of California.  The automatic stay has no application to the
claims brought against Monaco, which has not filed a bankruptcy
petition.

On April 26, 2013, pursuant to the parties' stipulation, the Court
entered an Order continuing the Initial Case Management Conference
to June 5 at 10:00 a.m., and continued all other deadlines set
forth in the Court's Order Setting Initial Case Management
Conference.

A copy of the Stipulation and Order signed by Magistrate Judge
Nathanael M. Cousins on May 30, 2013, is available at
http://is.gd/eiy3Qyfrom Leagle.com.

Attorneys for Lodgepole Investments are:

          Michael J. Proctor, Esq.
          Robyn C. Crowther, Esq.
          Jeffrey M. Hammer, Esq.
          Armilla Staley-Ngomo, Esq.
          CALDWELL LESLIE & PROCTOR, PC
          Los Angeles, CA
          E-mail: proctor@caldwell-leslie.com
                  crowther@caldwell-leslie.com
                  hammer@caldwell-leslie.com
                  staley-ngomo@caldwell-leslie.com

St. Tropez Capital, LLC, in Beverly Hills, California, filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 13-12291) on
Jan. 28, 2013.  Howard S. Levine, Esq., at Cypress, LLP, serves as
the Debtor's counsel. In its petition, the Debtor estimated
$1 million to $10 million in both assets and debts.  The petition
was signed by Edward Gennady Barsky, managing member.


STAG INDUSTRIAL: Fitch Puts 'BB' Rating on $139MM Preferred Stock
-----------------------------------------------------------------
Fitch Ratings has assigned initial credit ratings to STAG
Industrial, Inc. (NYSE: STAG) and its operating partnership, STAG
Industrial Operating Partnership, L.P. (collectively, STAG or the
company) as follows:

STAG Industrial, Inc.
-- Issuer Default Rating (IDR) 'BBB-';
-- $139 million preferred stock 'BB'.

STAG Industrial Operating Partnership, L.P.
-- $200 million senior unsecured revolving credit facility 'BBB-';
-- $175 million senior unsecured term loans 'BBB-'.

The Rating Outlook is Positive.

KEY RATING DRIVERS

The ratings reflect STAG's credit strengths, which include low
leverage and strong fixed charge coverage for the rating,
excellent liquidity and its sizable unencumbered asset pool. These
credit positives are balanced by the company's portfolio
concentration in secondary industrial markets, short operating
history as a public company and less diverse sources of capital
pending evidence of STAG's ability to issue unsecured bonds.

LOW LEVERAGE
STAG's leverage was 5.2 times (x) based on an annualized run rate
of STAG's recurring operating EBITDA for the quarter ending March
31, 2013. This compares with 7.0x on an annualized basis for the
quarter ending Dec. 31, 2012, which was elevated due to debt
issued late in the quarter. STAG's leverage is strong for the
'BBB-' rating. Adjusting 1Q13 earnings for the impact of partial
period acquisitions would reduce STAG's leverage to 4.9x. Fitch's
projections anticipate that the company will sustain leverage in
6.3x to 5.0x range during the next three years on an annualized
basis that includes a full-year's impact of earnings from
projected acquisitions.

STRONG FIXED-CHARGE COVERAGE
STAG's annualized fixed charge coverage in 1Q13 was 3.1x compared
to 2.6x in 4Q12 and 2.0x in 1Q12. Fitch expects the company's
fixed charge coverage to dip to 2.6x in 2013 due to STAG's April
2013 preferred issuance and to improve to 3.2x by 2015.

EXCELLENT LIQUIDITY
STAG had 90% availability under its $200 million unsecured
revolving credit facility as of March 31, 2013 and no debt
maturities until 2016. Moreover, STAG's unencumbered assets,
calculated as unencumbered NOI divided by a stressed
capitalization rate of 9%, covered its unsecured debt by 2.7x in
1Q13. STAG's unencumbered leverage ratio was 4.1x during the same
period. Fitch views the company's sizable unencumbered asset pool
as a source of contingent liquidity that enhances STAG's credit
profile.

STRAIGHTFORWARD AND TRANSPARENT BUSINESS MODEL
STAG's has not made, nor does its business model contemplate,
investments in ground-up development or unconsolidated joint
venture partnerships. The absence of these items helps simplify
the company's business model, improve financial reporting
transparency and reduce potential contingent liquidity claims,
which Fitch views positively.

ADEQUATE TENANT GRANULARITY
STAG's tenant roster is less granular than its industrial REIT
peers, but it is adequately diversified on an absolute basis and
relative to equity REITs, generally. The company's largest tenant
comprised 2.6% of annualized base revenue (ABR) as of March 31,
2013 and its top five and 10 tenants represented 10.1% and 18.4%,
respectively. In contrast, the top one, five and 10 tenants for
the industry, on average, comprised 2.1%, 7.3% and 11.5%. Fitch
expects STAG's tenant concentration to decreases as the company
acquires additional assets.

SECONDARY MARKET LOCATIONS
STAG strategically pursues assets in secondary markets given
higher going-in yields and less competition for purchases. The
company has only minimal exposure to what are traditionally
considered the 'core' U.S. industrial and logistics markets, which
include Chicago, Los Angeles/Inland Empire, Dallas - Fort Worth,
Atlanta and New York/Northern New Jersey. Fitch views this as a
credit negative given superior liquidity characteristics for
industrial assets in 'core' markets - both in terms of financing
and transactions.

LIMITED PUBLIC COMPANY TRACK RECORD
STAG has a limited track record as a public company, having gone
public in 2Q11. This track record is balanced by 1) the
homogeneity of industrial properties, 2) management's prior
experience successfully managing STAG's predecessor as a private
company that dates back to 2004 and 3) management's extensive real
estate and capital markets experience.

UNPROVEN UNSECURED BOND ISSUER
STAG has demonstrated its ability to access the unsecured bank
debt market but has yet to issue unsecured bonds. The company had
$175 million of unsecured term loans outstanding as of March 31,
2013 and two series of trust preferred securities. Fitch views the
lack of demonstrated access to unsecured bonds as a credit
negative given the enhanced financial flexibility that this market
affords corporate borrowers.

PREFERRED STOCK NOTCHING
The two-notch differential between STAG's IDR and preferred stock
rating is consistent with Fitch's criteria for a U.S. REIT with an
IDR of 'BBB-'. These preferred securities are deeply subordinated
and have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

POSITIVE OUTLOOK
The Positive Outlook is based on Fitch's expectation that STAG
will demonstrate access to the unsecured bond market during the
second half of 2013, most likely through a private placement of
senior unsecured notes. The Outlook also reflects Fitch's
expectation that STAG will maintain leverage and coverage of
approximately 5.0x and 3.0x, respectively, based on an annualized
run rate of the most recent quarterly results.

RATING SENSITIVITIES

The following factors may have a positive impact on STAG's ratings
and/or Outlook:

-- Demonstrated access to unsecured bond market;
-- Fitch's expectation for leverage to sustain below 5.5x
   (leverage was 5.2x as of March 31, 2013);
-- Fitch's expectation for fixed charge coverage to sustain above
   3.0x (coverage was 3.1x as of March 31, 2013).

The following factors may have a negative impact on the company's
ratings and/or Outlook:

-- Evidence of an inability by the company to access the unsecured
   bond markets.
-- Fitch's expectation for leverage sustaining above 6.5x;
-- Fixed charge coverage sustaining below 2.0x;
-- A meaningful increase in the percentage of STAG's encumbered
   assets relative to gross assets.


STALLION OILFIELD: S&P Assigns 'B' Rating to $350MM Sr. Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Stallion Oilfield Holdings Inc.'s $350 million
senior secured term loan facility due 2018.  The assigned issue
rating on the term loan is 'B' (the same as the corporate credit
rating).  The recovery rating on this debt is '3', indicating
S&P's expectation of meaningful (50% to 70%) recovery in the event
of default.

"The ratings on Houston-based Stallion Oilfield Holdings Inc.
reflect our assessment of the company's 'vulnerable' business risk
and 'aggressive' financial risk," said Standard & Poor's credit
analyst Stephen Scovotti.

The ratings incorporate the company's participation in the highly
cyclical North American oilfield services market and the company's
relatively small scale.  Ratings also reflect the weaker market
conditions today compared with 2012, moderate debt leverage, and
low annual maintenance capital spending requirements.

The company intends to use proceeds primarily to redeem the
remaining $134 million outstanding on its existing 10.50% senior
secured notes due 2015 and pay a one-time cash dividend of about
$217 million to its direct equity holders.  While the company is
increasing the total amount of debt outstanding, its recovery
rating remains '3'.

RATING LIST

Stallion Oilfield Holdings Inc.
Corporate credit rating                              B/Stable/--

New Rating
Stallion Oilfield Holdings Inc.
  $350 million sr secd term loan due 2018            B
   Recovery rating                                   3


STANDRING HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Standring Holdings, LLC
        12670 SW 68th, #400
        Portland, OR 97223

Bankruptcy Case No.: 13-33285

Chapter 11 Petition Date: May 23, 2013

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Matthew A. Arbaugh, Esq.
                  FIELD JERGER, LLP
                  621 SW Morrison Street, #1225
                  Portland, OR 97205
                  Tel: (503) 228-9115
                  E-mail: matt@fieldjerger.com

Scheduled Assets: $6,311,594

Scheduled Liabilities: $1,200,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by James Standring, owner.


STEWART COMPANIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Stewart Companies, LLC
        2604 Clubside Court
        Lexington, KY 40513

Bankruptcy Case No.: 13-51367

Chapter 11 Petition Date: May 30, 2013

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: E David Marshall, Esq.
                  120 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 253-0708
                  E-mail: edavidm@iglou.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/kyeb13-51367.pdf

The petition was signed by Grady Stewart, managing member.


SWINFORD TRUCKING: Updated Case Summary & Creditors' Lists
----------------------------------------------------------
Lead Debtor: Swinford Trucking Co., Inc.
             845 Bleich Road
             Paducah, KY 42001

Bankruptcy Case No.: 13-50421

Chapter 11 Petition Date: May 30, 2013

Court: United States Bankruptcy Court
       Western District of Kentucky (Paducah)

Judge: Thomas H. Fulton

Debtors' Counsel: Mark C. Whitlow, Esq.
                  WHITLOW, ROBERTS, HOUSTON & STRAUB, PLLC
                  P.O. Box 995, 300 Broadway
                  Paducah, KY 42002-0995
                  Tel: (270) 443-4516
                  Fax: (270) 443-4571
                  E-mail: lhuff@whitlow-law.com

Estimated Assets: $0 to $50,000

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

Affiliate that simultaneously filed separate Chapter 11 petitions:

   Debtor                              Case No.
   ------                              --------
Swinford Transport, LLC                13-50423
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Stephen W. Swinford, president.

A. A copy of Swinford Trucking's list of its four largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/kywb13-50421.pdf

B. A copy of Swinford Transport's list of its three largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/kywb13-50423.pdf


T3 MOTION: Adam Benowitz Held 31.7% Equity Stake at May 13
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Adam Benowitz and his affiliates disclosed
that, as of May 13, 2013, they beneficially owned 5,221,307 shares
of common stock of T3 Motion, Inc., representing 31.7 percent of
the shares outstanding.  Mr. Benowitz previously reported
beneficial ownership of 6,360,192 common shares or 41.9 percent
equity stake as of March 27, 2013.  A copy of the amended
regulatory filing is available at http://is.gd/QB1A1X

                           About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

T3 Motion reported a net loss of $21.52 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.  The Company's balance sheet at March 31,
2013, showed $3.07 million in total assets, $19.63 million in
total liabilities, all current, and a $16.55 million total
stockholders' deficit.

"The Company has incurred significant operating losses and has
used substantial amounts of working capital in its operations
since its inception (March 16, 2006).  Further, at March 31, 2013,
the Company had an accumulated deficit of $(76,980,775) and used
cash in operations of $(1,614,252) for the three months ended
March 31, 2013.  These factors raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time," according to the Company's Form 10-Q for the
period ended March 31, 2013.


TESORO CORP: Moody's Cuts Senior Unsecured Notes Rating to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service affirmed Tesoro Corporation's (TSO) Ba1
Corporate Family Rating, its Ba1 rated $500 million term loan
credit facility, and its Speculative Grade Liquidity (SGL) rating
at SGL-2. At the same time, Moody's downgraded TSO's senior
unsecured notes ratings to Ba2 from Ba1 and confirmed its Baa2
rated secured revolving bank credit facility. The rating outlook
has been changed to stable from negative.

The rating action follows TSO's recently closed acquisition of BP
p.l.c.'s Carson refinery and related marketing and logistics
assets for $1.075 billion plus working capital of roughly $1.350
billion. The Carson acquisition is initially being financed with
roughly $700 million in borrowings under Tesoro's revolving credit
facility, $500 million in drawings under its secured term loan
facility, $544 million in cash proceeds from the acquisition of
logistics assets by Tesoro Logistics LP, and $550 million in cash.

"The stable outlook reflects the assumption that Tesoro will
generate sufficient free cash flow over the next 12 months to
meaningfully reduce debt incurred to finance the Carson
acquisition and return credit metrics to within management's
target of balance sheet debt/capitalization of 30%," commented
Gretchen French, Moody's Vice President.

Issuer: Tesoro Corporation

Affirmations:

   Corporate Family Rating of Ba1

   Probability of Default Rating of Ba1-PD

   US$500M Senior Secured Bank Credit Facility, Rated Ba1 (LGD 3,
   45%)

   Speculative Grade Liquidity Rating of SGL-2

Confirmation:

   US$3,000M Senior Secured Bank Credit Facility, Confirmed at
   Baa2 (LGD 2, 20%)

Downgrades:

   US$300M 9.75% Senior Unsecured Regular Bond/Debenture,
   Downgraded to Ba2 (LGD 5, 77%) from Ba1 (LGD 4, 68%)

   US$450M 4.25% Senior Unsecured Regular Bond/Debenture,
   Downgraded to Ba2 (LGD 5, 77%) from Ba1 (LGD 4, 68%)

   US$475M 5.375% Senior Unsecured Regular Bond/Debenture,
   Downgraded to Ba2 (LGD 5, 77%) from Ba1 (LGD 4, 68%)

Ratings Rationale

While the initial level of consolidated debt financing, including
debt at Tesoro Logistics, of the Carson acquisition is high at
around 75% of the total purchase price, Moody's expects that
management will remain committed to restoring leverage over the
next 12 months to its target of balance sheet debt/capitalization
of 30% through free cash flow generation. In addition, the company
plans to drop down a second asset package related to Carson to
Tesoro Logistics within 12 months for a total consideration of
between $450 million and $550 million, which will help to restore
TSO's cash balances. We expect that Tesoro Logistics will issue a
sufficient level of equity to maintain its leverage within
management's targets of 3.0x-4.0x debt/EBITDA.

The Carson acquisition will bring significant scale and strategic
benefits to TSO's refining, marketing and logistics businesses
including increased operational efficiencies and synergies
expected from combining the operations of the Wilmington and
Carson refining and marketing businesses, which combined will
represent the largest refinery on the West Coast; as well as
relatively more stable cash flows provided by the logistics and
retail components of the acquisition. These positive factors help
mitigate TSO's increased earnings and cash flow exposure to the
California refining market.

TSO's Ba1 Corporate Family Rating reflects its reasonably large
and diversified refining portfolio concentrated in the Western US,
and an adequate capital structure and good liquidity relative to
both its ratings and the inherent cyclicality and volatility in
the refining sector. The ratings continue to be constrained by an
oversupplied and weak US gasoline market, significant crude
distillation concentration in California, where TSO faces an
increasingly prohibitive regulatory environment and relatively
weak demand, and management's degree of shareholder return focus.

The rating downgrade of TSO's senior unsecured notes to Ba2 from
Ba1 reflects the increase in secured debt in the company's capital
structure relative to senior unsecured debt following the closing
of the Carson acquisition. The Ba2 senior unsecured notes ratings
also reflect TSO's overall probability of default, to which
Moody's assigns Probability of Default Rating of Ba1-PD.

The Baa2 rating on the secured revolving bank credit facility
reflects the application of a one notch override of Moody's Loss
Given Default model indicted Baa3 rating. The override is
supported by the credit facility's borrowing base protection and
strong collateral coverage of drawings, which offsets the impact
of the increase in both the revolver's size and revolver drawings
relative to the size of more junior claims in TSO's capital
structure. The revolver size automatically increased to $3 billion
from $1.85 billion on May 17, 2013 when TSO received regulatory
approval for the Carson acquisition, but will have an automatic
step down of $500 million within 18 months of this date and an
additional $500 million within 24 months of this date. With the
closing of the Carson acquisition, revolver drawings have
increased to about $700 million from zero, but are expected to be
repaid with free cash flow over the next four quarters. The
revolver is secured by substantially all of TSO's crude oil and
refined product inventories plus cash and receivables of its
active domestic subsidiaries, and the pro-forma borrowing base is
estimated to be around $4 billion.

TSO's SGL-2 rating reflects a good liquidity profile, based on the
company's expected free cash flow generation over the next four
quarters. As of March 31, 2013 and pro-forma for the close of the
Carson acquisition, TSO had about $1.0 billion in cash and roughly
$700 million in borrowings and $807 million in outstanding letters
of credit under its $3 billion secured borrowing base credit
facility due January 4, 2018. The pro forma borrowing base is
estimated to be around $4.0 billion, but utilization is capped by
the $3 billion commitment. Moody's expects that TSO's letter of
credit needs will increase by about $700 to $800 million as a
result of the Carson acquisition. Availability under the revolver
is tied to cash, accounts receivable and inventory valuations, and
covenant clearance on minimum fixed charge coverage and tangible
net worth is sound. As of March 31, 2013, the company also had
letters of credit of $514 million outstanding under uncommitted
letter of credit agreements for foreign crude oil purchases.TSO
has only $3 million of long term debt maturing in 2013 and none in
2014. TSO is ramping up its growth capital, and Moody's estimates
that Tesoro's capital budget will exceed $650 million in 2013. In
addition, the company has a $500 million share buyback program and
an ongoing dividend. An additional source of liquidity in 2013
will come from the winding down of working capital at its Hawaii
refinery, which is in the process of being shut down and converted
to a terminal.

TSO's ratings could be upgraded if management is able to
demonstrate success in: (1) meaningfully reducing debt balances,
including eliminating funded secured debt balances, and (2)
integrating the Carson acquisition such that it lowers its
refining unit cost structure, with lower stationary source
emissions and higher distillate yields, in order to better
withstand the challenging regulatory environment in California. In
addition, a ratings upgrade would consider management's financial
philosophies and tolerance for financial risk.

TSO's ratings could be downgraded as a result of materially
increased leverage (resulting in retained cash flow/debt below
10%) arising from any combination of significant unscheduled
downtime, weaker than expected liquidity, or debt-financed share
repurchases or acquisitions.

The principal methodology used in this rating was Global Refining
and Marketing Industry 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.

Tesoro Corporation is headquartered in San Antonio, Texas.


THOMPSON CREEK: Fails to Get Shareholders OK of Two Proposals
-------------------------------------------------------------
The annual meeting of shareholders of Thompson Creek Metals
Company Inc. was reconvened on May 29, 2013.  At that time,
approximately 42 percent of the total outstanding shares entitled
to vote at the meeting had been voted on each of Proposals 2 and
3.  Accordingly, these Proposals were not approved under the New
York Stock Exchange standards despite the fact that the majority
of votes cast were in favor of these Proposals.  Therefore, the
Amended and Restated Thompson Creek Metals Company Inc. 2010 Long-
Term Incentive Plan and the Amended and Restated Thompson Creek
Metals Company Inc. 2010 Employee Stock Purchase Plan will not
become effective.  The Company's existing long-term incentive plan
and employee stock purchase plan will remain in effect.

                     About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

The Company's balance sheet at March 31, 2013, showed $3.42
billion in total assets, $2.04 billion in total liabilities and
$1.37 billion in stockholders' equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TITAN PHARMACEUTICALS: Amends Partnership Agreement with Braeburn
-----------------------------------------------------------------
Titan Pharmaceuticals, Inc., has entered into an amendment to its
license agreement with Braeburn Pharmaceuticals Sprl for the
exclusive commercialization rights in the U.S. and Canada to the
investigational product Probuphine(R), a novel, subdermal implant
and the first long-acting product designed to deliver six months
of the drug buprenorphine following a single treatment.  The
amendment primarily modifies certain of the agreement's
termination provisions by providing Braeburn the right to
terminate the license in the event significant additional clinical
work or a material change to the product label will be required by
the U.S. Food and Drug Administration (FDA) as a condition to
approval of the New Drug Application (NDA) or if the NDA is not
approved by June 30, 2014.

"Titan is dedicated to advancing Probuphine and we are pleased
that Braeburn has indicated its ongoing commitment to the program
and our partnership," said Sunil Bhonsle, president of Titan
Pharmaceuticals.  "Titan and Braeburn are continuing to work
closely together to clarify the regulatory path forward and
address the concerns raised by the FDA in the Complete Response
Letter we received for our Probuphine NDA at the end of April."

Titan also announced that its board of directors has adopted a new
stockholder rights plan.  Under the Rights Plan, each stockholder,
at the close of business on June 6, 2013, will receive a dividend
distribution of one right for each share of common stock held
entitling the registered holder to purchase from the Company
common equivalent junior preferred stock.  The Company's prior
rights plan expired by its terms on Dec. 20, 2012.

"We are adopting the Rights Plan at this time in order to enable
the Company to maximize shareholder value and ensure the integrity
of the ongoing Probuphine regulatory process," said Marc Rubin,
executive chairman of Titan Pharmaceuticals.  "While the Board of
Directors is not aware of any actions or efforts on the part of
third parties to accumulate a significant portion of Titan's
outstanding common stock, the Rights Plan is intended to protect
the Company and its stockholders from efforts to obtain control of
the Company that are inconsistent with the best interests of the
Company and its stockholders."

Under the Rights Plan, the rights will become exercisable in the
event that any person or group, without prior Board approval,
acquires 15 percent or more of the Company's common stock or
announces a tender offer which, if consummated, results in the
ownership of 15 percent or more of the Company's common stock.  If
the rights become exercisable, all rights holders (other than
the person triggering the rights) will be entitled to acquire
junior preferred stock with dividend, liquidation and voting
rights approximating the value of common stock.  The Rights Plan
also provides that at any time after a 15 percent position is
acquired and prior to the acquisition by any person or group of 50
percent or more of the Company's outstanding common stock, the
board of directors may, at its option, require each outstanding
right (other than rights held by the acquiring person or group) to
be exchanged for one share of common stock or one common stock
equivalent.  Titan's board may terminate the Rights Plan or redeem
the rights prior to the time the rights are triggered.  The Rights
Plan will expire on May 28, 2014.  For administrative convenience,
the rights will automatically attach to the shares of common
stock, trade together with those shares and will be represented by
certificates representing the common stock.  No further action
will be required by Titan's stockholders.

Additional information are available for free at:

                          http://is.gd/dVzkvv
                          http://is.gd/fEJHWh

                      About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

The Company's balance sheet at March 31, 2013, the Company's
balance sheet showed $23.53 million in total assets, $26.58
million in total liabilities and a $3.04 million total
stockholders' deficit.

Titan Pharmaceuticals incurred a net loss applicable to common
stockholders of $15.18 million in 2012, as compared with a net
loss applicable to common stockholders of $15.20 million in 2011.


TRI STATE: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Tri State Land & Timber, Inc.
        17306 SR 20 W.
        Blountstown, FL 32424

Bankruptcy Case No.: 13-40322

Chapter 11 Petition Date: May 23, 2013

Court: U.S. Bankruptcy Court
       Northern District of Florida (Tallahassee)

Judge: Karen K. Specie

Debtor's Counsel: Allen Turnage, Esq.
                  LAW OFFICE OF ALLEN TURNAGE
                  P.O. Box 15219
                  2344 Centerville Road, Suite 101
                  Tallahassee, FL 32317
                  Tel: (850) 224-3231
                  Fax: (850)224-2535
                  E-mail: service@turnagelaw.com

Scheduled Assets: $377,450

Scheduled Liabilities: $1,307,459

The Company's list of its seven largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flnb13-40322.pdf

The petition was signed by Hester Gary Rankin, president.


TRIAD GUARANTY: Files for Bankruptcy After Unit Got Taken Over
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Triad Guaranty Inc., the owner of mortgage insurance
provider Triad Guaranty Insurance Corp., filed a petition for
Chapter 11 reorganization (Bankr. D. Del. Case No. 13-11452) on
June 3 in Delaware.

According to the report, based in Birmingham, Alabama, the Triad
parent said its assets are limited to $800,000 in cash, since the
insurance company represented the other assets and was taken over
by Illinois insurance regulators in December.  The company said it
has no debt and no "material liabilities" other than securities
lawsuits.  Triad said the insurance company is unlikely ever to
have value for the parent's creditors unless the housing market
improves enough so claims on mortgage insurance dissipate.

The report notes that since 2009, when the insurance subsidiary
went into Illinois rehabilitation proceedings, claims on policies
were paid 60 percent in cash and 40 percent with deferred-payment
obligations, according to a bankruptcy court filing.  Triad
intends to use bankruptcy to protect tax losses which could be
utilized were the company able to identify an acquisition target
where the tax losses could be used.

The report relates that so far, the court papers disclose, "the
debtor has been unsuccessful in identifying a viable acquisition
candidate."

This year, the holding company's stock had traded around 5 cents a
share in the over-the-counter market.  On May 28, the stock surged
more than fourfold to close at 76 cents.  It ended June 4 up 5
cents at 45 cents.  The company said it was unable to account for
the price increase.

                       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.

The Company had issued a Going Concern or Bankruptcy Warning in
its regulatory filings with the U.S. Securities and Exchange
Commission in 2012.

As reported by the TCR on Dec. 12, 2012, the Illinois Department
of Insurance 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.


UNIGENE LABORATORIES: Foreclosure Sale of Collateral
----------------------------------------------------
Unigene Laboratories, Inc., received a Notice of Public Sale of
Collateral Under Illinois Uniform Commercial Code from Victory
Park Management, LLC, as administrative agent for Victory Park
Credit Opportunities, L.P., Victory Park Credit Opportunities
Intermediate Fund, L.P., VPC Fund II, L.P., and VPC Intermediate
Fund II (Cayman), L.P., which states that the Lenders will
initiate a public UCC foreclosure sale on June 4, 2013, at 11:00
a.m. Central Time, of all of the remaining personal property
assets of the Company pledged as collateral under the financing
agreement and related documents that include the Company's
Therapeutics strategic business unit, including those assets that
are used or intended for use in connection with, or that are
necessary or advisable to the continued conduct of, the Company's
Therapeutics SBU as currently being conducted.

Unigene entered into an amended and restated letter agreement with
Victory Park pursuant to which the Lenders re-loaned to the
Company $500,000 of asset sale proceeds used to make a mandatory
prepayment of the Lender's outstanding notes.  On April 8, 2013,
the Company entered into a Second Amendment to Amended and
Restated Financing Agreement, by and among the Company and the VPC
Parties.  The Second Amendment evidenced the amendment of certain
provisions of the Amended and Restated Financing Agreement dated
as of March 16, 2010, by and among the Company, the Agent and the
Lenders party thereto as amended by the Forbearance Agreement and
First Amendment to Amended and Restated Financing Agreement, dated
as of Sept. 21, 2012, by and among the Company and the VPC Parties
and the other agreements contemplated by the Second Amendment.

On May 22, 2013 the Company was notified by the VPC Parties that
certain events of default exist and are continuing under the
financing agreements with the VPC Parties, under which
approximately $42 million in senior notes issued to the Lenders by
Unigene are currently outstanding, including both principal and
interest as of May 22, 2013.  As a result, the VPC Parties retain
the right to issue an event of default redemption notice under the
financing agreement or to exercise any other remedies available
under the financing agreement and related loan documents or under
applicable law.  Under Section 2.2 of the Restated Financing
Agreement, for so long as any event of default is continuing, the
unpaid principal amount of the notes bear interest at the default
interest rate, which is the current interest rate under such
agreement plus 3 percent.

Meanwhile, Theron Odlaug, member of the Board of Directors and
Chairman of the Compensation Committee of Unigene Laboratories
gave notice of his resignation as a member of the Board of
Directors.  The resignation was effective as of May 22, 2013.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene disclosed a net loss of $34.28 million on $9.43 million of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $7.09 million on $20.50 million of total revenue
during the prior year.  The Company incurred a $32.53 million net
loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $11.31
million in total assets, $110.05 million in total liabilities and
a $98.73 million total stockholders' deficit.

Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred a net loss of $34,286,000 during the year
ended Dec. 31, 2012, and, as of that date, has an accumulated
deficit of approximately $216,627,000 and the Company's total
liabilities exceeded total assets by $98,740,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"We had cash flow deficits from operations of $3,177,000 for the
year ended December 31, 2012, $6,766,000 for the year ended
December 31, 2011 and $1,669,000 for the year ended December 31,
2010.  Our cash and cash equivalents totaled approximately
$3,813,000 on December 31, 2012.  Based upon management's
projections, we believe our current cash will only be sufficient
to support our current operations through approximately March 31,
2013.  Therefore, we need additional sources of cash in order to
maintain all or a portion of our operations.  We may be unable to
raise, on acceptable terms, if at all, the substantial capital
resources necessary to conduct our operations.  If we are unable
to raise the required capital, we may be forced to close our
facilities and cease our operations.  If we are unable to resolve
outstanding creditor claims, we may have no other alternative than
to seek protection under available bankruptcy laws.  Even if we
are able to raise additional capital, we will likely be required
to limit some or all of our research and development programs and
related operations, curtail development of our product candidates
and our corporate function responsible for reviewing license
opportunities for our technologies."


UNITED BANCSHARES: Amends 2012 Annual Report
--------------------------------------------
United Bancshares, 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 May 10, 2013, to
furnish Exhibit 101 to the Form 10-K which contains the XBRL
(eXtensible Business Reporting Language) Interactive Data File for
the financial statements and notes included in Part 1, Item 1 of
the Form 10-K.  No changes have been made to the Form 10-K.  A
copy of the amended Form 10-K is available at http://is.gd/GaQGQC

                       About United Bancshares

Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.

United Bancshares reported a net loss of $1.01 million on $3.08
million of total interest income for the year ended Dec. 31, 2012,
as compared with a net loss of $1.03 million on $3.30 million of
total interest income for the year ended Dec. 31, 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $65.61 million in
total assets, $61.37 million in total liabilities and $4.23
million in total stockholders' equity.

McGladrey LLP, in Blue Bell, Pennsylvania, 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 regulatory capital amounts and ratios are below
the required levels stipulated with Consent Orders between the
Company and its regulators under the regulatory framework for
prompt corrective action.  Failure to meet the capital
requirements exposes the Company to regulatory sanctions that may
include restrictions on operations and growth, mandatory asset
disposition, and seizure of the Company.  These matters raise
substantial doubt about the ability of the Company to continue as
a going concern."


UNITED BANCSHARES: Incurs $338,700 Net Loss in First Quarter
------------------------------------------------------------
United Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $338,787 on $719,418 of total interest income for
the three months ended March 31, 2013, as compared with a net loss
of $237,809 on $802,646 of total interest income for the same
period during the prior year.

As of March 31, 2013, the Company had $62.31 million in total
assets, $58.41 million in total liabilities and $3.89 million in
total shareholders' equity.

                          Consent Orders

The Bank has entered into Consent Orders with the Federal Deposit
Insurance Corporation and the Pennsylvania Department of Banking
which, among other provisions, require the Bank to increase its
tier one leverage capital ratio to 8.5 percent and its total risk
based capital ratio to 12.5 percent.  As of March 31, 2013, the
Bank's tier one leverage capital ratio was 5.67 percent and its
total risk based capital ratio was 10.41 percent.  The Bank's
failure to comply with the terms of the Consent Orders could
result in additional regulatory supervision or actions.  The
ability of the Bank to continue as a going concern is dependent on
many factors, including achieving required capital levels,
earnings and fully complying with the Consent Orders.  The Consent
Orders raise substantial doubt about the Bank's ability to
continue as a going concern.

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

                        http://is.gd/mUmshl

                      About United Bancshares

Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.

United Bancshares disclosed a net loss of $1.01 million on $3.08
million of total interest income for the year ended Dec. 31, 2012,
as compared with a net loss of $1.03 million on $3.30 million of
total interest income for the year ended Dec. 31, 2011.

McGladrey LLP, in Blue Bell, Pennsylvania, 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 regulatory capital amounts and ratios are below
the required levels stipulated with Consent Orders between the
Company and its regulators under the regulatory framework for
prompt corrective action.  Failure to meet the capital
requirements exposes the Company to regulatory sanctions that may
include restrictions on operations and growth, mandatory asset
disposition, and seizure of the Company.  These matters raise
substantial doubt about the ability of the Company to continue as
a going concern."


UNIVERSITY GENERAL: To Present at Sidoti & Company Conference
-------------------------------------------------------------
University General Health System, Inc., will be presenting at the
Sidoti & Company Semi-Annual Micro-Cap Conference on Friday,
June 7, 2013.  The conference will be held at the Grand Hyatt New
York Hotel in New York City.

The Company's President, Donald Sapaugh, and General Counsel, Ed
Laborde, are scheduled to present at 11:20 a.m. Eastern Time in
the Julliard Room.

Management of University General Health System will be available
for one-on-one meetings with investors during the day at the
conference.  Investors interested in arranging one-on-one meetings
should contact their Sidoti representative.

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $140.67 million in total
assets, $128.38 million in total liabilities and $3.79 million in
series C, convertible redeemable preferred stock, and
$8.49 million in total equity.


VAUGHAN COMPANY: Wollen's Bid to Convert Case to Chap. 7 Denied
---------------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz denied a motion for the
conversion of the bankruptcy case of The Vaughan Company Realtors
into a Chapter 7 proceeding.

In a May 21, 2013 Memorandum Opinion available at
http://is.gd/G3GHGDfrom Leagle.com, the U.S. Bankruptcy Court of
the District of New Mexico held that the movant failed to
demonstrate "cause" for the case conversion sought.

Even if "cause" has been established, Judge Jacobvitz pointed out,
a Chapter 11 Trustee has already been appointed in the case.  "It
is in the best interests of creditors as a whole, and the estate,
for the Trustee to continue to serve in this Chapter 11 case
rather than to convert this case to a case under Chapter 7," the
judge said.

The Motion to Convert was filed by Julius Wollen.

Edward A. Mazel, Esq., and James A. Askew, Esq., of Askew & Mazel,
LLC, in Albuquerque, NM, represent Judith Wagner, the Chapter 11
Trustee.

Jennie D Behles, Esq., in Albuquerque, NM, represents Julius
Wollen, as Trustee of the Julius M. and Diane Wollen Revocable
Trust dated October 20, 1993.

                     About Vaughan Company

The Vaughan Company, Realtors, descended into bankruptcy after
Douglas F. Vaughan, the former controlling shareholder, used the
company to run a Ponzi scheme from 1993 until January 2010.  Mr.
Vaughan has entered into a plea agreement with the United States,
admitting guilt to various securities violations.

In March 2010, the Securities and Exchange Commission filed fraud
charges against Mr. Vaughan, a New Mexico realtor, and obtained an
emergency court order to halt his $80 million Ponzi scheme.  The
SEC's complaint, filed in federal court in Albuquerque, alleges
Mr. Vaughan through his company issued promissory notes that he
claimed would generate high fixed returns for investors.  Mr.
Vaughan also used another entity -- Vaughan Capital LLC -- to
solicit investors for different types of real estate-related
investments, such as buying residential properties at distressed
prices.  Mr. Vaughan relied entirely on new money raised from
investors through both companies to fund Vaughan Company's ever-
increasing obligations to note holders.

The SEC also charged both of Mr. Vaughan's companies in the
enforcement action.  Neither Mr. Vaughan nor his companies are
registered with the SEC to offer securities under the federal
securities laws.

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.  Judith A. Wagner was appointed as Chapter 11
Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


VERMILLION INC: Board OKs $50,000 Bonus for CEO
-----------------------------------------------
The Board of Directors of Vermillion, Inc., approved a $50,000
bonus payment Thomas McLain, the Company's chief executive
officer.  Pursuant to Mr. McLain's employment agreement with the
Company effective March 18, 2013, Mr. McLain was eligible for a
$50,000 bonus upon completion of a fund raising event of a minimum
net to Vermillion of $4 million.  The Company closed a private
placement of its common stock and warrants on May 13, 2013, for
which net proceeds to the Company totaled approximately $11.8
million.

Vice President of Finance

On May 28, 2013, the Board approved the promotion of Eric Schoen
to Vice President of Finance, effective immediately.  Mr. Schoen
will also continue to serve as the Company's Chief Accounting
Officer.  In connection with Mr. Schoen's promotion, the Board
approved his annual base salary to be $200,000.

Mr. Schoen, age 45, joined the Company in July 2010 as Corporate
Controller and was appointed as Chief Accounting Officer on
Oct. 6, 2011.  Prior to joining the Company, Mr. Schoen served as
Revenue Controller for Borland Software from 2007 to 2010.  From
2000 to 2007, he served in Corporate Controller and Director of
Finance roles for Trilogy Enterprises, Momentum Software and
Alticast, Inc.  Mr. Schoen also spent nine years with
PricewaterhouseCoopers, most recently as a Manager in the audit
and assurance, transaction services and global capital markets
practices.  Mr. Schoen received his Bachelor of Science in Finance
from Santa Clara University and is also a certified public
accountant in the State of Washington.

                          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: Upsized Notes No Effect on Moody's Ratings
----------------------------------------------------------
Moody's Investors Service said Videotron Ltee's (a wholly-owned
subsidiary of Quebecor Media Inc. [QMI; Ba3, stable]) June 3, 2013
decision to up-size its new Ba2-rated 12-year senior unsecured
notes issue to CAD400 million from CAD300 million has no ratings
impact.

Headquartered in Montreal, Canada, Quebecor Media Inc. (QMI) is a
privately held leading Canadian media holding company with
interests in cable distribution, wireline and wireless
telecommunications (Vid‚otron Ltee (Vid‚otron)), news media
(including newspaper publishing at Sun Media Corporation and Canoe
Internet portal), television broadcasting (TVA Group Inc. (TVA)),
book, magazine and video retailing, publishing and distribution,
music recording, production and distribution, leisure and
entertainment and interactive media services (Nurun). Some 90% of
QMI's EBITDA is generated by Videotron with 7% coming from
publishing and the approximately 3% balance split amongst
broadcasting, leisure and entertainment and interactive services.


VIGGLE INC: Has $25 Million New Line of Credit with Sillerman
-------------------------------------------------------------
Viggle Inc. and Sillerman Investment Company II LLC, an affiliate
of the Company's Executive Chairman and Chief Executive Officer,
entered into an amended and restated line of credit to the
Company, pursuant to which the Company may, from time to time,
draw on the New $25,000,000 Line of Credit in amounts of no less
than $1,000,000.  On May 21, 2013, the Company drew $4,000,000
under the New $25,000,000 Line of Credit.

In accordance with the terms of the New $25,000,000 Line of
Credit, the Company issued to SIC II in connection with that draw
warrants to purchase 4,000,000 shares of the Company's Common
Stock, par value $0.001 per share.  These warrants will be
exercisable at a price of $1.00 per share and will expire five
years after issuance.

The Board of Directors also approved for purposes of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended,
the transaction and the issuance of the warrants for purposes of
securing an exemption for such acquisition of all such warrants
and the shares into which they may be converted by SIC II.  As
approved by the Board of Directors, SIC II is a director of the
Company by deputization for purposes of securing an exemption for
these transactions from the provisions of Section 16(b) of the
Exchange Act pursuant to Rule 16b-3 thereunder.

                    M. Meyer Appointed to Board

Effective as of June 1, 2013, the Board of Directors of Viggle
unanimously approved the election of Michael Meyer as a member of
the Board of Directors.  Mr. Meyer was recommended by the
Nominating and Corporate Governance Committee of the Company's
Board of Directors.  The Board of Directors also unanimously
approved the election of Michael Meyer as Chair of the Company's
Audit Committee.

Joseph F. Rascoff has stepped down from his position as Chair of
the Company's Audit Committee.  Mr. Rascoff is no longer
considered an "independent" director as a result of his proposed
employment by SFX Entertainment Inc., a company controlled by the
Company's Executive Chairman and Chief Executive Officer, Robert
F.X. Sillerman.  Mr. Rascoff will remain a member of the Company's
Board of Directors.

Mr. Meyer is the founding partner of 17 Broad LLC, a diversified
investment vehicle and securities consulting firm.  Prior to
founding 17 Broad, from 2002 to 2007, Mr. Meyer served as Managing
Director and Head of Credit Sales and Trading for Bank of America.
Prior to that, Mr. Meyer spent four years as the Head of High
Grade Credit Sales and Trading for UBS.  The Board of Directors
selected Mr. Meyer to serve as a director because the Board of
Directors believes his experience in financial planning and debt
issues will benefit the Company.  Mr. Meyer is a member of the
Board of Directors and Chair of the Audit Committee of Circle
Entertainment Inc.  Robert F.X. Sillerman, the Company's Executive
Chairman, is a member of the Board of Directors and a principal
shareholder in Circle.  Mitchell J. Nelson, the Company's
Executive Vice President and Secretary, serves as Executive Vice
President, General Counsel, and Secretary of Circle.  Mr. Meyer is
also a member of the Board of Directors and Chair of the Audit
Committee of SFX.

As a non-employee director of the Company, Mr. Meyer will receive
the same compensation paid to all non-employee directors of the
Company.

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VILLAGIO PARTNERS: Reorganization Plan Confirmed
------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, confirmed Villagio Partners, Ltd., et al.'s Plan
of Reorganization after finding that all the requirements of
Section 1129(a) of the Bankruptcy Code have been satisfied.  The
proposed Plan confirmation order, according to a notice filed in
court, is to be filed by June 5th.

A hearing on the motion to close the Chapter 11 case is scheduled
for June 28, 2013.

                   About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.  The Marcel Group -- http://www.themarcelgroup.com/
-- is an integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VPR OPERATING: Creditors Committee Wants Ch. 11 Trustee Appointed
-----------------------------------------------------------------
The Official Committee of Creditors VPR Operating, LLC, et al.,
asks the U.S. Bankruptcy Court for the Western District of Texas
to appoint a Chapter 11 trustee in the Debtors' cases.

According to the Committee, (i)Robert Pullen, president and C.E.O.
of the Debtors has defrauded investors and to have participated in
forging documents, and has committed actual fraud, breached
fiduciary duties, and caused willful and malicious injury to
property; and (ii) the Debtors and their alleged secured
creditors/owners are attempting to put into place DIP Financing
under which the Debtors are virtually assured to default.

The Committee asserts that a trustee will protect the interests of
the estate.

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  VPR estimated assets and debts of at least
$50 million.  Brian John Smith, Esq., at Patton Boggs LLP, serves
as the Debtor's counsel.  Judge Craig A. Gargotta presides over
the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to the official committee
of unsecured creditors.


VUZIX CORP: Amends Registration Statement to Add Exhibits
---------------------------------------------------------
Vuzix Corporation has amended its Registration Statement on Form
S-1 for the sole purpose of filing Exhibit 1.1, Exhibit 4.6, and
Exhibit 5.1.:

Exhibit 1.1: Underwriting Agreement between Vuzix Corporation and
             Aegis Capital Corp

             http://is.gd/FUXTWZ

Exhibit 4.6: Warrant Agency Agreement

             http://is.gd/WmIorP

Exhibit 5.1: Sichenzia Ross Friedman Ference LLP Letter

             http://is.gd/KasTXI

                         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."


WAFERGEN BIO-SYSTEMS: Authorized Common Stock Hiked to 1 Billion
----------------------------------------------------------------
At a Special Meeting of Stockholders of WaferGen Bio-systems,
Inc., held on May 30, 2013, the stockholders:

   (i) approved the grant of discretionary authority to the Board
       of Directors to amend the Company's Amended and Restated
       Articles of Incorporation to increase the number of
       authorized shares of Common Stock, $0.001 par value per
       share, of the Company from 300,000,000 to up to
       1,000,000,000 at any time within one year after stockholder
       approval is obtained; and

  (ii) approved the grant of discretionary authority to the Board
       to amend the Company's Amended and Restated Articles of
       Incorporation to effect a reverse stock split of the
       outstanding shares of Common Stock of the Company, at any
       time within one year after stockholder approval is
       obtained, by a ratio of not less than one-for-ten and not
       more than one-for-100, with the exact ratio to be set at a
       whole number within this range as determined by the Board
       of Directors in its sole discretion.

                     About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

The Company's balance sheet at March 31, 2013, showed $7.1 million
in total assets, $9.3 million in total liabilities, and a
stockholder's deficit of $2.2 million.

As reported in the TCR on April 11, 2013, SingerLewak LLP, in San
Jose, California, expressed substantial doubt about WaferGen Bio-
systems' ability to continue as a going concern, citing the
Company's operating losses and negative cash flows since
inception.


WESTMORELAND COAL: Amends Mining Agreement for Tax Credits
----------------------------------------------------------
Westmoreland Resources, Inc., a subsidiary of Westmoreland Coal
Company, amended certain documents pertaining to a series of
transactions that were originally entered into in October 2008 in
order to enable WRI to take advantage of available tax credits
(the Indian Coal Production Tax Credits, or Credits) which it had
not been able to fully utilize.  The Credits are provided under
Section 45(e) of the Internal Revenue Code to producers of Indian
coal from facilities placed in-service by Jan. 1, 2009, if that
coal is sold to unrelated parties.  WRI's Absaloka Mine operates
under a coal mineral lease with the Crow Tribe of Indians in
Montana.  To more fully realize the value of the Credits, Absaloka
Coal, LLC, a subsidiary of WRI, sold a membership interest to a
large East Coast financial institution.

WRI, various affiliated entities and the Investor entered into an
amendment to the Contract Mining Agreement, the Fixed Payment
Note, the Sublease with the Crow Tribe of Indians, and the Sales
Agency Agreement.  The purpose of the amendments was to modify the
contract mining fee mark up and the contingency adjustment, to
change the per ton amount that Absaloka Coal, LLC, pays
Westmoreland Coal Sales Company and to extend the term of the
transactions with the Investor to Dec. 31, 2013.

A copy of the amended form of Fixed Payment is available at:

                        http://is.gd/weBG1O

                      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.


WINDSORMEADE OF WILLIAMSBURG: Seeks Modification of Confirmed Plan
------------------------------------------------------------------
Virginia United Methodist Homes of Williamsburg, Inc., doing
business as WindsorMeade of Williamsburg, sought and obtained
interim authority from the U.S. Bankruptcy Court for the Eastern
District of Virginia, Richmond Division, to make certain non-
material modifications of the confirmed Second Amended Plan of
Reorganization.

The modifications are technical modifications to Series 2013A
Senior Bonds Documents to increase the aggregate principal amount
of the Series 2013A Senior Bonds by a negligible amount --
anticipated to be roughly $160 -- in order to evenly pro-rate the
principal amount of the Series 2013A Senior Bonds among the
holders of Series 2007A/B Bond claims.

A final hearing on the request was held on May 30, 2013.

The Debtor is represented by Robert S. Westermann, Esq., and
Sheila deLa Cruz, Esq., at Hirschler Fleischer, P.C., in Richmond,
Virginia; and Thomas R. Califano, Esq., George B. South, III,
Esq., and Sarah E. Castle, Esq., at DLA Piper LLP (US), in New
York.

                About WindsorMeade of Williamsburg

Virginia United Methodist Homes of Williamsburg, Inc., doing
business as WindsorMeade of Williamsburg, filed a Chapter 11
petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013.

WindsorMeade of Williamsburg is a continuing care retirement
community located on a 105 acre parcel of real property leased by
sponsor Virginia United Methodist Homes Inc.  The facility
includes 181 independent living units with an 80% occupancy rate,
14 assisted living apartments with 65% occupancy and 12 skilled
nursing beds with 75% occupancy.

DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel
to the Debtor.  Deloitte Financial Advisory Services LLP serves as
financial advisor.  McGuire Woods LLP is special bond counsel.
BMC Group Inc. is the claims agent.  The prepetition lender, UMB
Bank, NA, is represented by Christian & Barton, LLP.

The Debtor estimated assets and debts of $100 million to
$500 million.


WPCS INTERNATIONAL: Effects a 1-for-7 Reverse Stock Split
---------------------------------------------------------
WPCS International Incorporated has announced that on May 28,
2013, it effected a one for seven reverse stock split of its
issued and outstanding common stock to meet the requirements of a
continued listing on the NASDAQ Capital Market.

WPCS initiated the reverse split pursuant to an amendment to its
Certificate of Incorporation filed with the Secretary of State of
Delaware on May 16, 2013, which became effective at 12:01 am on
May 28, 2013.  As of the effective date, each seven shares of
issued and outstanding common stock will be converted into one
share of common stock.  The WPCS common stock will trade under a
new CUSIP number of 92931L302.  The Company's ticker symbol of
(NASDAQ:WPCS) will remain the same, however, the ticker symbol
will be represented as (NASDAQ:WPCSD) for 20 trading days
commencing from the effective date of May 28, 2013.

The purpose of the reverse stock split is to raise the per share
trading price of WPCS common stock to regain compliance with the
$1.00 per share minimum bid price requirement for a continued
listing on the NASDAQ Capital Market.  As previously disclosed, in
order to maintain the WPCS listing on the NASDAQ Capital Market,
on or before June 24, 2013, the common stock must have a minimum
closing bid price of $1.00 per share for a minimum of ten prior
consecutive trading days.  The total issued and outstanding common
stock will be decreased from approximately 6,950,000 shares to
about 993,000 shares.

Andrew Hidalgo, Chairman and CEO of WPCS, commented, "WPCS values
its NASDAQ Capital Market listing and we will continue to make the
efforts necessary to be compliant.  The management team has worked
diligently to improve our financial results over the last two
fiscal years.  Now, we are in a better position to seek a
shareholder value proposition.  With our NASDAQ Capital Market
listing, we can continue developing our short term strategy to
deliver increased shareholder value."

                     About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

J.H. COHN LLP, in Eatontown, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended April 30, 2012.  The independent auditors noted
that the Company is in default of certain covenants of its credit
agreement and has incurred operating losses, negative cash flows
from operating activities and has a working capital deficiency as
of April 30, 2012.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

WPCS reported a net loss attributable to the Company of
$20.54 million for the year ended April 30, 2012, compared to a
net loss attributable to the Company of $36.83 million during the
prior fiscal year.  For the nine months ended Jan. 31, 2012, the
Company incurred a net loss of $724,000 on $32.9 million of
revenue, as compared with a net loss of $12.02 million on $53.5
million of revenue for the same period a year ago.

The Company's balance sheet at Jan. 31, 2013, showed $24.10
million in total assets, $18.62 million in total liabilities and
$5.48 million in total equity.


XZERES CORP: Delays Form 10-K for Fiscal 2013
---------------------------------------------
Xzeres Corp. was unable to compile the necessary financial
information required to prepare a complete filing of its annual
report for the period ended Feb. 28, 2013. Thus, the Company would
be unable to file the periodic report in a timely manner without
unreasonable effort or expense.  The Company expects to file
within the extension period.

                          About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

As reported by the Troubled Company Reporter on July 3, 2012,
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about XZERES' 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
losses from operations, has negative working capital, and is in
need of additional capital to grow its operations so that it can
become profitable.

The Company's balance sheet at Nov. 30, 2012, showed $4.11 million
in total assets, $5.13 million in total liabilities and a
$1.02 million total stockholders' deficit.


YRC WORLDWIDE: Carlyle Group Held 18.1% Stake at May 23
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, The Carlyle Group L.P. and its affiliates
disclosed that, as of May 23, 2013, they beneficially owned
1,991,862 shares of common stock of YRC Worldwide Inc.
representing 18.1 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/Rb3kVS

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  The Company's balance
sheet at March 31, 2013, showed $2.20 billion in total assets,
$2.84 billion in total liabilities and a $642.6 million total
shareholders' deficit.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


YRC WORLDWIDE: Marc Lasry Owned 14.9% Equity Stake at May 20
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Marc Lasry and his affiliates disclosed that,
as of May 20, 2013, they beneficially owned 1,609,322 shares of
common stock of YRC Worldwide Inc. representing 14.95 percent of
the shares outstanding.  The reporting persons previously
disclosed beneficial ownership of 207,136,050 common shares or a
9.5 percent equity stake as of Sept. 16, 2011.  A copy of the
amended regulatory filing is available at http://is.gd/BUCnWg

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  The Company's balance
sheet at March 31, 2013, showed $2.20 billion in total assets,
$2.84 billion in total liabilities and a $642.6 million total
shareholders' deficit.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


YRC WORLDWIDE: S. Freidheim Lowers Equity Stake to 17% at May 23
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Stephen C. Freidheim and his affiliates
disclosed that, as of May 23, 2013, they beneficially owned
1,840,093 shares of common stock of YRC Worldwide, Inc.,
representing 17.2 percent of the shares outstanding.  Mr.
Freidheim previously reported beneficial ownership of
447,860,113 common shares or a 20.3 percent equity stake as of
Sept. 16, 2011.  A copy of the amended filing is available for
free at http://is.gd/O0uIuA

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  The Company's balance
sheet at March 31, 2013, showed $2.20 billion in total assets,
$2.84 billion in total liabilities and a $642.6 million total
shareholders' deficit.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


* Circuit Split Developing Over Bankruptcy Rule 3001(c)(3)
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a conflict of circuits is brewing over the question
of what rules makers meant when they amended Bankruptcy Rule
3001(c)(3) to include a list of information a credit-card lender
must file in a proof of claim against an individual bankrupt.

According to the report, the U.S. Court of Appeals in Denver ruled
in 2009 in a case named Kirkland that failure to include the
required information results in disallowance of the claim.  The
Denver court's holding is in the minority, according to a May 23
opinion by U.S. Bankruptcy Judge Shelley D. Rucker in Chattanooga,
Tennessee.

The report notes that rule 3001(c) (3) says that a credit-card
lender "shall" provide details about the account, the identity of
the original lender, the date of the last transaction, the last
payment, and when the account was charged off.  Judge Rucker was
ruling on a $350 test case where the lender didn't even bother
responding to the objection to the claim.  She defined her
responsibility as deciding how the U.S. Court of Appeals for the
Sixth Circuit in Cincinnati would rule on the issue.

The report relates that Judge Rucker latched onto dicta in a Sixth
Circuit decision she interpreted as meaning her appeals court
would differ with Kirkland.   When a lender doesn't comply with
the rule, the claim cannot be expunged on that basis alone, Rucker
said.  When the claim doesn't comply with the rules, it befalls
the bankrupt or trustee to assert a factual basis undercutting the
validity of the claim.

If the bankrupt lacks personal knowledge for objecting to the
claim, Judge Rucker said the bankrupt or trustee must serve
discovery on the lender.  If the lender doesn't respond, Rucker
said the bankrupt then could allege a factual shortcoming in the
claim based "on information and belief."

The case is In re Gorman, 10-16622, U.S. Bankruptcy Court, Eastern
District of Tennessee (Chattanooga).


* BlackRock Warns of Regulating Market Indexes After Libor
----------------------------------------------------------
Lindsay Fortado and Jim Brunsden, writing for Bloomberg News,
reported that BlackRock Inc., the world's largest asset manager,
warned against over-regulation of market indexes in the wake of
the London interbank offered rate-rigging scandal.

According to the report, most indexes are based on transaction
data and would be burdened by extra costs if they are subject to
regulation, BlackRock managing directors Richard Prager and
Stephen Fisher said in a response to proposals from the
International Organization of Securities Commissions to reform
global benchmarks.

"BlackRock remains particularly cautious about a far-reaching
regulatory regime for market indices since this would likely
result in significant additional cost for index providers," Prager
and Fisher said in a letter dated May 16 and released by Iosco,
the report said. "The cost would ultimately be passed onto the end
investor, undermining the core benefits of low-cost passive funds,
whilst presenting barriers to entry for new market participants."

Global regulators are working on alternatives to Libor after U.S.
and U.K. officials uncovered attempts by banks to manipulate the
benchmark rate, the report noted. Royal Bank of Scotland Group
Plc, UBS AG and Barclays Plc have been fined a total of about $2.5
billion and at least a dozen firms remain under investigation.


* HSBC to Be Sued by N.Y. for Foreclosure Law Violations
--------------------------------------------------------
David McLaughlin & Chris Dolmetsch, writing for Bloomberg News,
reported that HSBC Holdings Plc was sued by New York Attorney
General Eric Schneiderman, who accused Europe's largest bank of
breaking state foreclosure law and putting homeowners at greater
risk of losing their homes.

A state investigation found that HSBC has left homeowners
languishing in foreclosure by failing to meet requirements for
giving them an opportunity to negotiate loan modifications,
according to Schneiderman's office, the report said.

"Companies like HSBC are brazenly ignoring state law, leaving
homeowners across New York stuck in a legal limbo where they can't
even get the legally required settlement conference that could
help them keep their homes," the attorney general said in a
statement, the report related.

The lawsuit, filed in New York Supreme Court in Buffalo, comes as
state attorneys general nationwide have targeted banks over
foreclosure practices, last year reaching a $25 billion settlement
with five mortgage servicers including Bank of America Corp. and
Wells Fargo & Co., the report pointed out.

HSBC wasn't part of that settlement. The attorney general will
seek to recover restitution and damages for homeowners and force
HSBC to file required paperwork in pending foreclosure actions and
future cases.

According to the report, Schneiderman said in May that he was
prepared to sue Bank of America and Wells Fargo for allegedly
violating terms of the nationwide settlement, which set
requirements for servicing mortgages and provided monetary relief
for homeowners. Schneiderman said the lenders have failed to
comply with standards for processing applications from homeowners
for loan modifications.

The case is New York v. HSBC Bank USA, 1660/2013, New York State
Supreme Court, Erie County (Buffalo).


* LCH Begins U.S. Interest-Rate Swap Clearinghouse Service
----------------------------------------------------------
Matthew Leising, writing for Bloomberg News, reported that
LCH.Clearnet Group Ltd., owner of the world's largest interest-
rate swap clearinghouse, began a U.S.-based service to give
customers the protection of American bankruptcy law.

According to the report, LCH.Clearnet is announcing the system
nine months after the London-based exchange bought the
International Derivatives Clearing Group LLC in New York from
Nasdaq OMX Group Inc. and other investors. The expansion "is a
direct response to client demand for a domestic clearing service
in the U.S.," the company, which renamed the New York
clearinghouse LCH.Clearnet LLC, said in an e-mailed statement
today.

The U.S. service provides for segregation of client collateral
that is put up to back trades at the clearinghouse, Richard
Prager, head of global trading at BlackRock Inc., said in the
statement, the report related. It "promises not only to enhance
client asset protection, but provide asset managers with the
functionality necessary to efficiently clear interest-rate swaps,"
he said.

Asset managers who traded swaps with Lehman Brothers Holdings Inc.
are still fighting in court to retrieve collateral given to the
dealer's London office, the report said. Lehman, one of the
largest swaps dealers at the time, filed for bankruptcy protection
in September 2008 and didn't separate swaps collateral from its
own assets in the unregulated market, an industry practice at the
time.

The 2010 Dodd-Frank Act imposed regulations on the $633 trillion
over-the-counter derivatives market, including the requirement
that most swaps be processed by clearinghouses, the report noted.

LCH.Clearnet LLC's member banks are Barclays Plc (BARC), BNP
Paribas SA, Citigroup Inc. (C), Credit Suisse Group AG (CSGN),
Deutsche Bank AG (DBK), Goldman Sachs Group Inc., JPMorgan Chase &
Co. (JPM), Morgan Stanley (MS), Nomura Holdings Inc. and UBS AG,
according to the statement.


* Nonbank Financial Firms Set for Oversight
-------------------------------------------
Michael R. Crittenden, writing for The Wall Street Journal,
reported that U.S. financial regulators took a long-awaited step
to address market vulnerabilities, proposing that a first round of
large, nonbank financial companies, including American
International Group Inc., face tougher government oversight.

The WSJ report said the Financial Stability Oversight Council, led
by the Treasury Department, voted to propose designating several
companies as "systemically important," according to government
officials. While the panel of regulators didn't disclose which
companies were proposed for designation, AIG, Prudential Financial
Inc. and the GE Capital Unit of General Electric Co. GE -0.45%
confirmed they were part of the first group.

"The Council has made significant progress over the last two years
in making our financial system safer, stronger, and more
resilient. Today, the Council took another important step forward
by exercising one of its principal authorities to protect
taxpayers, reduce risk in the financial system, and promote
financial stability," Treasury Secretary Jacob Lew said in a
statement, WSJ cited.

Companies have 30 days to challenge the designation but the
proposal clears the path for firms seen as systemically risky to
be designated for tougher oversight by the Federal Reserve,
according to the news agency. Companies tagged as "systemically
important financial institutions," or SIFIs, could be subject to
tougher capital and liquidity requirements, annual stress tests
and limits on executive compensation and dividends.

A spokesman for AIG declined to comment on whether the company
planned such a challenge, WSJ said. Prudential Financial said in a
statement that it is "evaluating" whether to contest the proposed
designation. GE Capital said it is reviewing the details.


* Executives Expect M&As to Increase in 2H13, Deloitte Says
-----------------------------------------------------------
During the second half of 2013, executives expect mergers and
acquisitions to increase (40.2 percent) and cash deployments to
accelerate (21.8 percent) or hold steady (30.7 percent), according
to a recent Deloitte webcast poll.  "A capital deployment --
whether a transaction, cash flow planning or some other measure is
an enterprise-wide negotiation and an organizational challenge,"
says Charles Alsdorf, a director in Business Valuation for
Deloitte Financial Advisory Services LLP (Deloitte FAS).  "To
avoid 'analysis paralysis,' we recommend that our clients start
cash deployment planning by first brainstorming possible risks
involved and using that information to frame their decisions.
Simple as it may seem, this often overlooked step can help prevent
indecisiveness later."

To aid in cash deployment decision-making, many companies run
equity risk premium (ERP) calculations to help understand return
on investment details that may compensate for perceived risks.
Just 11.5 percent of respondents, however, reported updating
company ERP for cost analysis within the past year.

"Equity risk premiums are a crucial component of managing cash
deployment risks in a volatile environment," says Stamos Nicholas,
the Deloitte FAS national leader of Business Valuation.  "At
Deloitte, we update our ERP estimate monthly to facilitate our
understanding of how markets are operating and how investors are
perceiving risk.  Not every company needs to update an ERP
calculation that frequently, but understanding the methodology
appropriate for your company's unique industry and operating model
and refreshing it before decisions are made, can be invaluable to
leaders facing challenging investment decisions."

Respondents identified capital constraints (25.6 percent) as the
biggest challenge organizations face when deploying capital
followed by lack of realistic growth and operational targets (20.2
percent) and unreliable business cases (15.8 percent).

More than 1,200 professionals from industries including financial
services; consumer and industrial products; and technology, media
and telecommunications responded to poll questions during a recent
webcast, titled "Capital Efficiency in a Volatile Market: Stop
Burning Capital."

          About Deloitte's Business Valuation Practice

Deloitte Business Valuation practice performs valuations of
business entities, intellectual property, intangible assets,
common and preferred stock, other securities, partnership
interests, private debt instruments, options, warrants and other
derivative products.  These services are provided to assist
clients with merger, acquisition and dispositions, capital
efficiency, taxation planning and compliance, financial reporting,
bankruptcy and reorganization, litigation and dispute resolution,
and strategic planning.

Deloitte Financial Advisory Services LLP is a subsidiary of
Deloitte LLP.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Sanga Pancakes, Inc.
        dba Sophia's Original House of Pancakes
   Bankr. S.D. Ind. Case No. 13-04470
     Chapter 11 Petition filed April 29, 2013
         See http://bankrupt.com/misc/insb13-04470.pdf
         represented by: David R. Krebs, Esq.
                         TUCKER, HESTER, BAKER & KREBS, LLC
                         E-mail: dkrebs@thbklaw.com

In re John 21:5, Inc.
   Bankr. S.D. Ind. Case No. 13-04896
     Chapter 11 Petition filed May 8, 2013
         See http://bankrupt.com/misc/insb13-04896.pdf
         represented by: Weston Erick Overturf, Esq.
                         BOSE MCKINNEY & EVANS, LLP
                         E-mail: woverturf@boselaw.com

In re Daniel Nelson Renfro
   Bankr. S.D. Ind. Case No. 13-05199
      Chapter 11 Petition filed May 15, 2013

In re Sachleben & Sachleben, Inc.
        dba Dairy Queen
   Bankr. S.D. Ind. Case No. 13-05488
     Chapter 11 Petition filed May 22, 2013
         See http://bankrupt.com/misc/insb13-05488.pdf
         represented by: David R. Krebs, Esq.
                         TUCKER, HESTER, BAKER & KREBS, LLC
                         E-mail: dkrebs@thbklaw.com

In re Sachleben Realty, LLC
   Bankr. S.D. Ind. Case No. 13-05490
     Chapter 11 Petition filed May 22, 2013
         See http://bankrupt.com/misc/insb13-05490.pdf
         represented by: David R. Krebs, Esq.
                         TUCKER, HESTER, BAKER & KREBS, LLC
                         E-mail: dkrebs@thbklaw.com

In re Jaime Lopez
   Bankr. C.D. Cal. Case No. 13-19358
      Chapter 11 Petition filed May 27, 2013

In re Exchange Services, Inc.
   Bankr. E.D. Mich. Case No. 13-50709
     Chapter 11 Petition filed May 27, 2013
         See http://bankrupt.com/misc/mieb13-50709.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re In Q Enterprises, LLC
   Bankr. D.P.R. Case No. 13-04271
     Chapter 11 Petition filed May 27, 2013
         See http://bankrupt.com/misc/prb13-4271.pdf
         represented by: Alexis Fuentes Hernandez, Esq.
                         Fuentes Law Offices
                         E-mail: alex@fuentes-law.com
In re Masoud Bokaie
   Bankr. C.D. Cal. Case No. 13-14604
      Chapter 11 Petition filed May 28, 2013

In re Brown & Associates, APC
        aka San Antonio Housing, Inc.
            Traffic School Productions
   Bankr. C.D. Cal. Case No. 13-23966
     Chapter 11 Petition filed May 28, 2013
         See http://bankrupt.com/misc/cacb13-23966.pdf
         Filed as Pro Se

In re Thomas Zisfain
   Bankr. N.D. Cal. Case No. 13-11060
      Chapter 11 Petition filed May 28, 2013

In re Precision Drywall Inc.
        fdba Precision Drywall Co.
   Bankr. N.D. Cal. Case No. 13-31257
     Chapter 11 Petition filed May 28, 2013
         See http://bankrupt.com/misc/canb13-31257.pdf
         Filed as Pro Se

In re Judith Hoffman
   Bankr. S.D. Cal. Case No. 13-05478
      Chapter 11 Petition filed May 28, 2013

In re Lynette Evanson
   Bankr. D. Colo. Case No. 13-19032
      Chapter 11 Petition filed May 28, 2013

In re Terry Evanson
   Bankr. D. Colo. Case No. 13-19032
      Chapter 11 Petition filed May 28, 2013

In re Dunmore Associates, LLC
   Bankr. M.D. Fla. Case No. 13-06960
     Chapter 11 Petition filed May 28, 2013
         See http://bankrupt.com/misc/flmb13-06960.pdf
         represented by: R. John Cole, II, Esq.
                         R. JOHN COLE, II, P.A.
                         E-mail: rjc@rjcolelaw.com

In re Ben Boynton
   Bankr. N.D. Fla. Case No. 13-40329
      Chapter 11 Petition filed May 28, 2013

In re Brent Stanley
   Bankr. D. Mass. Case No. 13-13171
      Chapter 11 Petition filed May 28, 2013

In re 434 West 154th Street Realty, Inc.
   Bankr. S.D.N.Y. Case No. 13-11758
     Chapter 11 Petition filed May 28, 2013
         See http://bankrupt.com/misc/nysb13-11758.pdf
         represented by: Stephen Z. Starr, Esq.
                         STARR & STARR, PLLC
                         E-mail: sstarr@starrandstarr.com

In re Pinhas Zekry
   Bankr. S.D.N.Y. Case No. 13-11761
      Chapter 11 Petition filed May 28, 2013

In re Warren Stuart
   Bankr. W.D.N.Y. Case No. 13-20844
      Chapter 11 Petition filed May 28, 2013

In re Ackrud, Inc.
   Bankr. W.D. Pa. Case No. 13-22269
     Chapter 11 Petition filed May 28, 2013
         See http://bankrupt.com/misc/pawb13-22269.pdf
         represented by: Andrew M. Gross, Esq.
                         GROSS & PATTERSON, LLC
                         E-mail: andrewmgross@aol.com

In re Juan Simons Burgos
   Bankr. D.P.R. Case No. 13-04282
      Chapter 11 Petition filed May 28, 2013

In re Rene Del Valle
   Bankr. E.D. Tenn. Case No. 13-12572
      Chapter 11 Petition filed May 28, 2013

In re Johnson Clinic of Covington, Inc.
   Bankr. W.D. Tenn. Case No. 13-25575
     Chapter 11 Petition filed May 28, 2013
         See http://bankrupt.com/misc/tnwb13-25575.pdf
         represented by: Ted I. Jones, Esq.
                         JONES & GARRETT LAW FIRM
                         E-mail: dtedijones@aol.com

In re Oliver Maud, III
   Bankr. D. Ariz. Case No. 13-9149
      Chapter 11 Petition filed May 29, 2013

In re Michael Hosseini
   Bankr. M.D. Fla. Case No. 13-3283
      Chapter 11 Petition filed May 29, 2013

In re George Kazazian
   Bankr. D. Mass. Case No. 13-13219
      Chapter 11 Petition filed May 29, 2013

In re Game Play LLC
   Bankr. E.D. Mich. Case No. 13-50862
     Chapter 11 Petition filed May 29, 2013
         See http://bankrupt.com/misc/mieb13-50862.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re El Shaddai International Ministries
   Bankr. W.D. Mo. Case No. 13-41982
     Chapter 11 Petition filed May 29, 2013
         See http://bankrupt.com/misc/mowb13-41982.pdf
         represented by: Ronald S. Weiss, Esq.
                         Berman DeLeve Kuchan & Chapman
                         E-mail: rweiss@bdkc.com

In re JTL Technical Services, LLC
   Bankr. D.N.H. Case No. 13-11362
     Chapter 11 Petition filed May 29, 2013
         See http://bankrupt.com/misc/nhb13-11362.pdf
         represented by: Terrie Harman, Esq.
                         Harman Law Offices
                         E-mail: admin@tharman.net

In re Mitchell Tire Service, Inc.
        dba Mitchell Tire Service
   Bankr. D.N.J. Case No. 13-21676
     Chapter 11 Petition filed May 29, 2013
         See http://bankrupt.com/misc/njb13-21676.pdf
         represented by: Jeffrey B. Saper, Esq.
                         Law Offices of Jeffrey B. Saper, PC
                         E-mail: jbsaperlaw@comcast.net

In re David Hill
   Bankr. S.D.N.Y. Case No. 13-22832
      Chapter 11 Petition filed May 29, 2013

In re MBN Motorsports II, LLC
   Bankr. S.D.N.Y. Case No. 13-36254
     Chapter 11 Petition filed May 29, 2013
         See http://bankrupt.com/misc/nysb13-36254.pdf
         represented by: Thomas Genova, Esq.
                         Genova & Malin, Attorneys
                         E-mail: genmallaw@optonline.net

In re Oscar Dog Restaurant LLC
   Bankr. S.D.N.Y. Case No. 13-22835
     Chapter 11 Petition filed May 29, 2013
         See http://bankrupt.com/misc/nysb13-22835.pdf
         represented by: Robert S. Lewis, Esq.
                         E-mail: robert.lewlaw1@gmail.com

In re C & LI PA, PC
   Bankr. W.D. Pa. Case No. 13-22281
     Chapter 11 Petition filed May 29, 2013
         See http://bankrupt.com/misc/pawb13-22281.pdf
         represented by: Robert O. Lampl, Esq.
                         E-mail: rol@lampllaw.com

In re J.F. Taylor Inc.
   Bankr. W.D. Pa. Case No. 13-22285
     Chapter 11 Petition filed May 29, 2013
         See http://bankrupt.com/misc/pawb13-22285.pdf
         represented by: Dennis J. Spyra, Esq.
                         E-mail: attorneyspyra@dennisspyra.com

In re Mike & Doc, Inc.
   Bankr. W.D. Pa. Case No. 13-22280
     Chapter 11 Petition filed May 29, 2013
         See http://bankrupt.com/misc/pawb13-22280p.pdf
         See http://bankrupt.com/misc/pawb13-22280c.pdf
         represented by:  Donald R. Calaiaro, Esq.
                         Calaiaro & Corbett, P.C.
                         E-mail: dcalaiaro@calaiarocorbett.com

In re AAA Enterprises, Inc.
        aka AAA Investment Corp.
   Bankr. D.S.C. Case No. 13-03142
     Chapter 11 Petition filed May 29, 2013
         See http://bankrupt.com/misc/scb13-3142.pdf
         represented by: Reid B. Smith, Esq.
                         Price Bird Smith & Boulware PA
                         E-mail: reid@pricebirdlaw.com

In re William Matthews
   Bankr. N.D. Tex. Case No. 13-32699
      Chapter 11 Petition filed May 29, 2013

In re Dominion Hovingham Investments, LLC
   Bankr. W.D. Tex. Case No. 13-51413
     Chapter 11 Petition filed May 29, 2013
         See http://bankrupt.com/misc/txwb13-51413.pdf
         represented by: Cesar J. Dominguez, Esq.
                         Law Office of Dominguez & Associates, PA
                         E-mail:
cesar@dominguezassociateslaw.com

In re Edwin Jacobsen
   Bankr. E.D. Va. Case No. 13-12467
      Chapter 11 Petition filed May 29, 2013

In re Star City Holdings, LLC
   Bankr. W.D. Va. Case No. 13-70914
     Chapter 11 Petition filed May 29, 2013
         See http://bankrupt.com/misc/vawb13-70914.pdf
         Filed pro se

In re Zhakfar Amirghahari
   Bankr. C.D. Cal. Case No. 13-14675
      Chapter 11 Petition filed May 30, 2013

In re William Weiler
   Bankr. C.D. Cal. Case No. 13-14701
      Chapter 11 Petition filed May 30, 2013

In re Marc Spizzirri
   Bankr. C.D. Cal. Case No. 13-14702
      Chapter 11 Petition filed May 30, 2013

In re Nervilla Pineda
   Bankr. C.D. Cal. Case No. 13-24126
      Chapter 11 Petition filed May 30, 2013

In re Carmen Rivera
   Bankr. C.D. Cal. Case No. 13-24247
      Chapter 11 Petition filed May 30, 2013

In re Triangle Air, LLC
   Bankr. M.D. Fla. Case No. 13-03300
     Chapter 11 Petition filed May 30, 2013
         See http://bankrupt.com/misc/flmb13-03300.pdf
         represented by: Scott W. Spradley, Esq.
                         LAW OFFICES OF SCOTT W. SPRADLEY, P.A.
                        E-mail: scott.spradley@flaglerbeachlaw.com

In re Rossanne Gross
   Bankr. S.D. Fla. Case No. 13-22772
      Chapter 11 Petition filed May 30, 2013

In re Swinford Trucking, Inc.
   Bankr. W.D. Ky. Case No. 13-50422
     Chapter 11 Petition filed May 30, 2013
         See http://bankrupt.com/misc/kywb13-50422.pdf
         represented by: Mark C. Whitlow, Esq.
                         WHITLOW, ROBERTS, HOUSTON & STRAUB, PLLC
                         E-mail: lhuff@whitlow-law.com

In re Stephen Swinford
   Bankr. W.D. Ky. Case No. 13-50424
      Chapter 11 Petition filed May 30, 2013

In re Stanley Dural
   Bankr. W.D. La. Case No. 13-50600
      Chapter 11 Petition filed May 30, 2013

In re Victor Soriano
   Bankr. D. Nev. Case No. 13-14770
      Chapter 11 Petition filed May 30, 2013

In re Mark Filippone
   Bankr. D. N.J. Case No. 13-21794
      Chapter 11 Petition filed May 30, 2013

In re Samuel Sgambati
   Bankr. E.D.N.C. Case No. 13-03477
      Chapter 11 Petition filed May 30, 2013

In re Michael Wimberly
   Bankr. W.D.N.C. Case No. 13-50466
      Chapter 11 Petition filed May 30, 2013

In re RLR Property Management, LLC
   Bankr. M.D. Tenn. Case No. 13-04731
     Chapter 11 Petition filed May 30, 2013
         See http://bankrupt.com/misc/tnmb13-04731p.pdf
         See http://bankrupt.com/misc/tnmb13-04731c.pdf
         represented by: Elliott Warner Jones, Esq.
                         EMERGE LAW, PLC
                         E-mail: elliott@emergelaw.net

                                - and ?

                         Warner Jones, Esq.
                         EMERGE LAW, PLC
                         E-mail: warner@emergelaw.net

In re Twinkles Child Care, Inc.
        aka EduCare
            Alphabet Academy
            Darla Shedron-Easley
   Bankr. D. Utah Case No. 13-26188
     Chapter 11 Petition filed May 30, 2013
         See http://bankrupt.com/misc/utb13-26188.pdf
         Filed as Pro Se

In re Seoul Garden, Inc.
   Bankr. E.D. Va. Case No. 13-12503
     Chapter 11 Petition filed May 30, 2013
         See http://bankrupt.com/misc/vaeb13-12503.pdf
         represented by: David Sung Won Kim, Esq.
                         ALL NATIONS LAW CENTER
                         E-mail: dkim@allnationslawcenter.org

In re Martha Ferguson
   Bankr. E.D. Va. Case No. 13-12513
      Chapter 11 Petition filed May 30, 2013

In re Stanley Palivoda
   Bankr. E.D. Va. Case No. 13-32992
      Chapter 11 Petition filed May 30, 2013

In re Arizona Private Care, LLC
   Bankr. D. Ariz. Case No. 13-09353
     Chapter 11 Petition filed May 31, 2013
         Filed pro se

In re Ezequiel Gonzalez
   Bankr. C.D. Cal. Case No. 13-24293
      Chapter 11 Petition filed May 31, 2013

In re JRG Properties, LLC
   Bankr. C.D. Cal. Case No. 13-24444
     Chapter 11 Petition filed May 31, 2013
         See http://bankrupt.com/misc/cacb13-24444.pdf
         represented by: Benjamin A Yrungaray, Esq.
                         De Novo Lawfirm
                         E-mail: attorney@denovofirm.com

In re Eloquent PM&D
   Bankr. D. Colo. Case No. 13-19384
     Chapter 11 Petition filed May 31, 2013
         Filed pro se

In re Thomas Angstman
   Bankr. D. Idaho Case No. 13-1110
      Chapter 11 Petition filed May 31, 2013

In re Parkland Properties, LLC
   Bankr. N.D. Ill. Case No. 13-22702
     Chapter 11 Petition filed May 31, 2013
         See http://bankrupt.com/misc/ilnb13-22702.pdf
         represented by: Michael V Ohlman, Esq.
                         Michael V Ohlman, P.C.
                         E-mail: mvohlman@ohlmanlaw.com

In re TRANSGENRx, Inc.
   Bankr. M.D. La. Case No. 13-10748
     Chapter 11 Petition filed May 31, 2013
         See http://bankrupt.com/misc/lamb13-10748.pdf
         represented by: William E. Steffes, Esq.
                         Steffes, Vingiello & McKenzie, LLC
                         E-mail: bsteffes@steffeslaw.com

In re Lamia Gasso
   Bankr. E.D. Mich. Case No. 13-31953
      Chapter 11 Petition filed May 31, 2013

In re Thamer Gasso
   Bankr. E.D. Mich. Case No. 13-31953
      Chapter 11 Petition filed May 31, 2013

In re Robert King
   Bankr. E.D.N.C. Case No. 13-3482
      Chapter 11 Petition filed May 31, 2013

In re Walker Investment Holdings, LLC
   Bankr. W.D.N.C. Case No. 13-31202
     Chapter 11 Petition filed May 31, 2013
         See http://bankrupt.com/misc/ncwb13-31202.pdf
         represented by: Sean Thomas Dillenbeck, Esq.
                         Dillenbeck Law, P.C.
                         E-mail: dillenbecklaw@gmail.com

In re Kenneth Karnow
   Bankr. N.D. Ohio Case No. 13-13954
      Chapter 11 Petition filed May 31, 2013

In re Jomatt, Inc.
        dba Bar-B-Cutie
   Bankr. M.D. Tenn. Case No. 13-04825
     Chapter 11 Petition filed May 31, 2013
         See http://bankrupt.com/misc/tnmb13-4825.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         Law Offices Lefkovitz & Lefkovitz
                         E-mail: slefkovitz@lefkovitz.com

In re Razaak Ademosu
   Bankr. M.D. Tenn. Case No. 13-4820
      Chapter 11 Petition filed May 31, 2013

In re Patrice Clinton
   Bankr. W.D. Wash. Case No. 13-43624
      Chapter 11 Petition filed May 31, 2013

In re 1601 Darley Avenue, LLC
   Bankr. D. Md. Case No. 13-19531
     Chapter 11 Petition filed June 2, 2013
         See http://bankrupt.com/misc/mdb13-19531.pdf
         represented by: Diana L. Klein, Esq.
                         Klein & Associates, LLC
                         E-mail: klein-tp@hotmail.com
In re Joseph McGee
   Bankr. D. Ariz. Case No. 13-09412
      Chapter 11 Petition filed June 3, 2013

In re Alfred McZeal
   Bankr. C.D. Cal. Case No. 13-24619
      Chapter 11 Petition filed June 3, 2013

In re Donato Casale
   Bankr. S.D. Fla. Case No. 13-23240
      Chapter 11 Petition filed June 3, 2013

In re Meg Seaton
   Bankr. N.D. Ga. Case No. 13-11458
      Chapter 11 Petition filed June 3, 2013

In re Jeffrey Sparks
   Bankr. W.D. Ky. Case No. 13-50437
      Chapter 11 Petition filed June 3, 2013

In re Meryl Futersak
   Bankr. E.D.N.Y. Case No. 13-72998
      Chapter 11 Petition filed June 3, 2013

In re John Jakaj
   Bankr. S.D.N.Y. Case No. 13-36311
      Chapter 11 Petition filed June 3, 2013

In re Jeffrey Taub
   Bankr. W.D.N.Y. Case No. 13-11504
      Chapter 11 Petition filed June 3, 2013

In re Keith Snow
   Bankr. D. Ore. Case No. 13-33568
      Chapter 11 Petition filed June 3, 2013

In re Darvis Williams
   Bankr. W.D. Tenn. Case No. 13-25801
      Chapter 11 Petition filed June 3, 2013

In re Michael Wilkins
   Bankr. N.D. Tex. Case No. 13-42587
      Chapter 11 Petition filed June 3, 2013

In re Haitham Aldiab
   Bankr. N.D. Tex. Case No. 13-42651
      Chapter 11 Petition filed June 3, 2013

In re Jonny Crawford
   Bankr. W.D. Tex. Case No. 13-51456
      Chapter 11 Petition filed June 3, 2013

In re Michael Gonzalez
   Bankr. W.D. Tex. Case No. 13-51465
      Chapter 11 Petition filed June 3, 2013

In re Tommy Moore
   Bankr. W.D. Tex. Case No. 13-51498
      Chapter 11 Petition filed June 3, 2013

In re Virginia Moore
   Bankr. W.D. Tex. Case No. 13-51498
      Chapter 11 Petition filed June 3, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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