TCR_Public/130607.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 7, 2013, Vol. 17, No. 156

                            Headlines

23 EAST: Plan of Liquidation Effective, Chapter 11 Case Closed
30DC INC: Late-Filed Fiscal 2012 Report Shows $32,000 Profit
ALLIED SYSTEMS: Creditors in Mediation Over Sale Process
AMARU INC: $102K Profit in 2012; Going Concern Doubt Raised
AMERICAN AIRLINES: $1.6-Bil. Deal with Unsecureds Approved

AMERICAN AIRLINES: Wins OK to Use Cash to Pay U.S. Bank
AMERICAN AIRLINES: Agrees to Assume Citibank Contracts
AMERICAN AIRLINES: Wants Jan. 28 Deadline for Nashville Pacts
AMERICAN AIRLINES: Proposes Linklaters as Special Counsel
AMERICAN AIRLINES: Seeks to Expand Ford Harrison Work

AMERICAN GREETINGS: S&P Retains 'B+' CCR on CreditWatch Negative
ARCHDIOCESE OF MILWAUKEE: Wis. DOT Allowed to Acquire Property
ARCHDIOCESE OF MILWAUKEE: Reaches Deal on Docs Publication
ARCHDIOCESE OF MILWAUKEE: Sex Abuse Victim Seeks Ruling Review
ARROW ALUMINUM: Shots Back at IRS Objection to Cash Collateral Use

ARROW ALUMINUM: Has Authority to Employ Harris Shelton as Counsel
BERGENFIELD SENIOR: Files Schedules of Assets & Liabilities
BIG M: U.S. Trustee Amends Composition of Creditors Panel
BIG M: Gets Court's Nod to Sell Assets to YM LLC for $5 Million
BOSTON BIOMEDICAL: Moody's Keeps Caa3 Bonds Rating under Review

BOWLMOR AMF: S&P Assigns Prelim. 'B' Rating to $260MM Facilities
BREF HR: Late-Filed 2011 Report Shows $66-Mil. Net Loss
CALIBRE ACADEMY: Fitch Keeps Revenue Bonds on Rating Watch Neg.
CAMCO FINANCIAL: CEO to Get Bonus for Regulatory Compliance
CANCER GENETICS: Reports $2.4-Mil. Net Income in First Quarter

CASCADE AG: Can Hire Don Gustafson as Real Estate Appraiser
CELESTE MINING: Gets Formal Notice of Default on Behalf of CML
CITYCENTER HOLDINGS: Moody's Raises Corp. Family Rating to Caa1
CLEAR CHANNEL: Term Lenders Extend Maturity of Loans to 2019
COLDWATER PORTFOLIO: Using Prepacked Procedure in Non-Prepack

COLUMBUS EXPLORATION: Two Creditors Want Case Dismissed
CONTOURGLOBAL POWER: Moody's Corrects May 30 Ratings Release
CONVERTED ORGANICS: Completes Acquisition of Finjan
CUMULUS MEDIA: No Amounts Outstanding Under 2011 Credit Pact
DEAN FOODS: S&P Raises Rating on $1BB Sec. Revolver Debt to 'BB'

DECISION DIAGNOSTICS: Incurs $932K Net Loss in First Quarter
DETROIT PUBLIC SCHOOLS: Moody's Cuts Issuer rating to 'B2'
DEX ONE: Suspending Filing of Reports with SEC
DYNCORP INT'L: Moody's Rates Revised Bank Facility 'Ba2'
DYNCORP INT'L: S&P Affirms 'B+' CCR & Revises Outlook

EASTMAN KODAK: Seeks Approval to Hire Buck as Actuarial Consultant
EASTMAN KODAK: Gets Approval to Reject Contracts With CSI, et al.
EDISON MISSION: Sec. 341(a) Meeting Scheduled for June 20
EMERITO ESTRADA: Files Chapter 11 in Puerto Rico
EPAZZ INC: Incurs $1.9 Million Net Loss in 2012

EVANS & SUTHERLAND: Shareholders Elect Two Directors
EVERGREEN ACQCO1: S&P Corrects Rating; Rates $75MM Revolver 'B'
EVERGREEN OIL: Files Schedules of Assets & Liabilities
EXIDE TECHNOLOGIES: Said to Be Preparing Ch.11 Filing by September
EXIDE TECHNOLOGIES: Director Dominic Pileggi Resigns

FLUX POWER: CEO and CFO OK Temporary Salary Reduction
FNBH BANCORP: Tim Westran a 5% Shareholder as of May 31
GMX RESOURCES: Kenworthy Out as CEO; Dave Baggett Takes Over
GOOD SAMARITAN: Moody's Cuts Rating on $64.5MM Bonds to 'B1'
HARRON COMMUNICATIONS: S&P Rates $465MM Sr. Secured Debt 'BB'

HD SUPPLY: BofA, et al., Commit to Amend $1.5BB ABL Credit Pact
HERCULES OFFSHORE: Repurchase Offer Expires; $61MM Notes Tendered
HERMES FINANCIAL: In Default of TSX Venture Exchange's Policies
HIGHWAY TECHNOLOGIES: Final DIP Hearing on June 10
HIGHWAY TECHNOLOGIES: Seeks OK for Pachulski, Imperial Hiring

HORIZON LINES: Names Bill Hamlin as EVP and COO
HUDBAY MINERALS: Moody's Lowers Corp. Family Rating to 'B3'
IGPS COMPANY: Files Chapter 11 to Sell Assets to Balmoral Group
INTERLEUKIN GENETICS: Has No Outstanding Preferred Stock
INSPIREMD INC: Inks Master Services Agreement with Medpace

IZEA INC: Director Extends Maturities of Notes to Aug. 31
IZEA INC: Distributes Company Overview to Outside Parties
JACKSONVILLE BANCORP: Amends Form S-1 Preliminary Prospectus
JEFFERSON COUNTY: JPMorgan Takes Larger Loss Than Others
JEH COMPANY: Seeks to Use Frost Bank Cash Collateral

JEH COMPANY: Proposes Griffith Jay as Bankruptcy Counsel
JERRY'S NUGGET: June 12 Hrg. on Conway MacKenzie Employment App.
KIT DIGITAL: Taps Bracewell as Lead Restructuring Counsel
KODIAK OIL: S&P Puts 'B' Corp. Credit Rating on CreditWatch Pos.
LIFE UNIFORM: Meeting to Form Creditors Panel Set for June 11

LIFE UNIFORM: Taps Epiq as Claims and Noticing Agent
LIFECARE HOLDINGS: Corporate Name Changed to ICL Holding
LIGHTSQUARED INC: Seeks to Hire Jefferies as Exit Loan Arranger
LINDSAY GENERAL: Wants Use of Cash Collateral Extended
MAKENA GREAT: Case Conversion & Cash Collateral Hearing on June 25

MALAGA INC: Files Bankruptcy Proposal Under BIA in Canada
MEADE INSTRUMENTS: Incurs $3.7-Mil. Net Loss in Fiscal 2013
METROGAS SA: Reports ARS447-Mil. Net Loss in First Quarter
MINERALRITE CORP: Incurs $224K Net Loss in First Quarter
MISSION NEW ENERGY: KNM Seeks Damages Over Winding Up Petition

MPM TECHNOLOGIES: Names Interim CEO and CFO
NATIVE WHOLESALE: Taps Cuddy & McCarthy for New Mexico Action
NEWLAND INTERNATIONAL: Can Use Cash Collateral Until Today
NOVA CHEMICALS: Fitch Upgrades Issuer Default Rating to 'BB+'
OCEAN 4660: Lauderdale Beachside Hotel Owner in Chapter 11

OCEAN 4660: Proposes Genovese Joblove as Counsel
OCEAN 4660: RKJ Provides CRO, CFO to Manage Hotel
OCEAN 4660: Case Summary & 20 Largest Unsecured Creditors
OFFICE DEPOT: Moody's Says Sale of Mexican JV is Credit Positive
OVERSEAS SHIPHOLDING: Franklin No Longer Owns Shares

PACIFIC BOOKER: Incurs $1-Mil. Net Loss in Fiscal Year 2013
PACIFIC THOMAS: Ch. 11 Trustee Can Employ DSI as Consultant
PACIFIC THOMAS: Ch. 11 Trustee Can Employ Brian Collins as Broker
PANAVISION INC: Defaults on Second-Lien Debt, Lawyers Say
PARKWAY PROPERTIES: Bankruptcy Administrator Recommends No Panel

PARKWAY PROPERTIES: Lenox Mortgage Wants Case Dismissal
PARKWAY PROPERTIES: Seeks Reconsideration of Cash Use Denial Order
PLAZA VILLAGE: Court to Hear Bids to Dismiss Case on July 8
PLAZA VILLAGE: PHM Says Case Should be Dismissed
PLAZA VILLAGE: Hires Andrew H. Griffin as General Counsel

PLAZA VILLAGE: Wants to Tap Mountain Lakes as Senior Living Mgr.
PLUG POWER: Air Liquide to Resell 12.1 Million Common Shares
PLY GEM: Moody's Raises Corp. Family Rating to 'B3'
PONTIAC CITY: Moody's Lowers GOULT Issuer Rating to 'B3'
POWERWAVE TECHNOLOGIES: Can Tap Goldberg Lowesntein as IP Counsel

PREMIER HOLDING: Reports $466K Net Income in First Quarter
PRIMCOGENT SOLUTIONS: Can Use ORIX's Cash Collateral Until June 13
PRESIDENTIAL REALTY: Baker Tilly is New Accounting Firm
QUICKSILVER RESOURCES: S&P Assigns 'CCC+' Rating to $200MM Notes
RESIDENTIAL CAPITAL: June 26 Hearing on Berkshire Bid to Unseal

RESIDENTIAL CAPITAL: Wants to Enforce Stay on Navarro Suit
RESIDENTIAL CAPITAL: FHFA's Appeal Dismissed as Moot
REVSTONE INDUSTRIES: Angle Advisors Can Assist in Greenwood Sale
REVSTONE INDUSTRIES: Can Employ Kirkland & Ellis as Counsel
RG STEEL: to Reject Contracts With Timken Industrial

ROTECH HEALTHCARE: Seeks to Extend Schedules & Statements Filing
ROTECH HEALTHCARE: Shareholders Panel Retains Professionals
ROTECH HEALTHCARE: Committee Has Otterbourg as Counsel
SABINE OIL: S&P Lowers Rating on Sr. Sec. 2nd-Lien Debt to 'B-'
SAN DIEGO HOSPICE: Creditors May File Claims Thru June 27

SCOTTSDALE VENETIAN: Taps Charles B. Foley as Accountant
SCHOOL SPECIALTY: Seeks to Expand A&M's Scope of Services
SEANERGY MARITIME: Ernst & Young Raises Going Concern Doubt
SEVEN COUNTIES: Has OK to Use Cash Collateral; Hearing on June 13
SEVEN COUNTIES: Hires Lin Bell & Associates as Appraiser

SEVEN COUNTIES: Can Employ Seiller Waterman as Counsel
SEVEN COUNTIES: Taps Hall Render for Software System
SINCLAIR BROADCAST: D. Smith Held 27.6% Class A Shares at May 15
SOFTLAYER HOLDINGS: Moody's Retains B1 CFR Over Pending Sale Deal
SPANISH PEAKS: CrossHarbor Buys Another Montana Ski Resort

STELLAR BIOTECH: Incurs $3.6-Mil. Net Loss in March 31 Quarter
STREAMTRACK INC: Amends Form 10-K; Net loss Increased $261K
SUMMIT MIDSTREAM: Moody's Rates New Notes B3 & Assigns B1 CFR
SUMMIT MIDSTREAM: S&P Assigns 'B+' Corporate Credit Rating
SYNAGRO TECHNOLOGIES: Names CRO, Taps Chap. 11 Professionals

TARGET ACQUISITIONS I: Incurs $382K Net Loss in First Quarter
TELIPHONE CORP: Incurs $539K Net Loss in Fiscal 2013 Q2
T-L BRYWOOD: Has Interim OK to Use Cash Collateral Until July 31
TESORO LOGISTICS: Moody's Changes Outlook to Pos & Affirm Ba3 CFR
THERAPEUTICSMD INC: Copy Presentation to Investors

TPO HESS: Taps Young Conaway as General Bankruptcy Counsel
TPO HESS: Hires Paul Weiss as Transactions Counsel
TPO HESS: Proposes Houlihan as Financial Advisor
TRAVELPORT LIMITED: Wants to Raise $1.6BB From Credit Refinancing
TRIAD GUARANTY: Seeks to Limit Trading to Protect NOLs

UNI-PIXEL INC: Features UniBoss at Computex Taipei in Taiwan
UNITEK GLOBAL: Extends Forbearance Agreement With Lenders
UNITEK GLOBAL: Standstill Periods Set to Expire June 6
UNIVERSITY GENERAL: MKA Replaces Crowe Horwath as Accountants
US AIRWAYS: S&P Assigns 'B' Rating to 2012-2 Class C $100MM Certs

VINTAGE CONDOMINIUMS: Submits List of Top Unsecured Creditors
VISIONCHINA MEDIA: Deloitte Touche Raises Going Concern Doubt
VISUALANT INC: Pays $285,000 to Gemini Master
VYCOR MEDICAL: Fountainhead Held 67.1% Equity Stake at May 20
WALTER ENERGY: Moody's Rates Proposed $1.6BB Bank Debt at 'Ba3'

WESTINGHOUSE AIR: Moody's Ups Rating on $150MM Sr. Notes From Ba1
WESTINGHOUSE SOLAR: Has Supply Agreement with EEG
WYLE SERVICES: S&P Lowers Corp. Credit Rating to 'B'
YANKEE CANDLE: Moody's Assigns B1 Rating to New $950MM Term Loan
YANKEE CANDLE: S&P Assigns B Rating to Proposed $950MM Term Loan

ZOGENIX INC: Cuts Workforce by 37 Percent

* Moody's Withdraws Ratings on 22 Former CA Authorities Tax Bonds
* Moody's Revises Outlook to Positive for U.S. Mortgage Insurers

* Supreme Court to Decide on Final Decision from District Judge
* Circuit Judge Jones Accused of Making Racially Biased Remarks

* LPS Says Judicial States' Foreclosure Sales Rate Hit Record High
* May Bankruptcies in U.S. Still Showing Signs of Bottom

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525


                            *********

23 EAST: Plan of Liquidation Effective, Chapter 11 Case Closed
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered a final decree closing the Chapter 11 case of 23 East 39th
Street Developers, LLC.

The Debtor has directed that the final payment of quarterly fees
due to the Office of the U.S. Trustee through the first quarter of
2013 for $5,525 be made.

The Court has been informed that the Plan of Liquidation for the
Debtor has been consummated.

As reported in the Troubled Company Reporter on Jan. 16, 2013, the
Court granted conditional approval to the proposed disclosure
statement describing secured creditors SLC2 Holdings LLC and
Seaway Capital Corp.'s Plan of Liquidation for 23 East 39th Street
Developers, LLC, dated Nov. 30, 2012.

The Plan provides for the liquidation of the Debtor through a sale
of the Debtor's real property and improvements thereon located at
23 East 39th Street, in New York, subject to higher or better bids
to be made at an auction to be conducted by SLC2 and Seaway prior
to the confirmation hearing.  A copy of the Disclosure Statement
describing the Secured Creditors' Plan of Liquidation for the
Debtor is available at http://bankrupt.com/misc/23east.doc78.pdf

                     About 23 East 39th Street

23 East 39th Street Developers LLC filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11304) on March 30, 2012.  The Debtor
estimated assets and debts of $10 million to $50 million as of the
Chapter 11 filing.

The Debtor is a limited liability company that was formed to
purchase real property and improvements thereon located at 23 East
39th Street, in New York City.  The Property is encumbered by a
first mortgage in the principal sum of $7,250,000 in favor of SLC2
Holdings LLC, as assignee of JPMorgan Chase Bank N.A., successor
in interest to Washington Mutual N.A. and a second mortgage in
favor of Seaway Capital Corp. as assignee of Madison Exchange LLC
in the principal sum of $1,150,000.  The Property consists of a
vacant six story townhouse building.  The Property was originally
acquired by the Debtor for the sum of $10,400,000 on Oct. 9, 2007.

Judge Robert E. Gerber oversees the case.  James O. Guy, Esq., in
Clifton Park, New York, serves as counsel to the Debtor.


30DC INC: Late-Filed Fiscal 2012 Report Shows $32,000 Profit
------------------------------------------------------------
30DC, Inc., filed with the U.S. Securities and Exchange Commission
on June 3 its annual report for the fiscal year ended June 30,
2012.  The document shows net income of $32,207 on $2.91 million
of total revenue for fiscal 2012 as compared with a net loss of
$1.44 million on $1.89 million of total revenue the year before.

As of June 30, 2012, the Company had $2.83 million in total
assets, $3 million in total liabilities and a $165,270 total
stockholders' deficiency.

Marcum LLP, in New York, 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 a
working capital deficit and stockholders' deficiency as of
June 30, 2012.  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/38mlVC

                          About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.


ALLIED SYSTEMS: Creditors in Mediation Over Sale Process
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that auto hauler Allied Systems Holdings Inc. said that
warring creditor factions are in mediation attempting to find
"common ground" on how the company can be sold.  Meanwhile, Allied
for a fifth time is seeking an expansion of the exclusive right to
propose a Chapter 11 plan.

According to the report, bondholders affiliated with Black Diamond
Capital Management LLC and Spectrum Group Management LLC won a
victory over Allied's controlling shareholder Yucaipa Cos. when a
New York state court ruled that Yucaipa is ineligible to vote its
first-lien debt in giving instruction to the indenture trustee.

The report notes that as a result, Allied filed papers designed to
set up auction and sale procedures where first-lien bondholders
would make the first bid at auction.  According to Allied, other
secured lenders and the official unsecured creditors' committee
raised "substantial objections," leading to mediation and deferral
of the hearing for approval of sale procedures.  Allied arranged a
hearing on July 8 for a three-month expansion of exclusive plan-
filing rights until Sept. 4.

The report relates that the Black Diamond-Spectrum group was
offering to take ownership for $70 million, including cash to pay
off financing for the Chapter 11 case, cash to wind down the
Chapter 11 case, as much as $10 million cash, and a credit bid
using first-lien secured debt.  The creditors' committee is suing
Yucaipa, alleging that debt held by Yucaipa should be treated as
equity or subordinated so everyone else is paid before the Los
Angeles-based owner.  The judge is allowing Black Diamond to
participate in the lawsuit against Yucaipa and Allied directors.

The report says that as part of the sale process, Black Diamond
and Spectrum offered to pay off the Yucaipa loan and provide a
$33.5 million replacement facility.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization on June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

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

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


AMARU INC: $102K Profit in 2012; Going Concern Doubt Raised
-----------------------------------------------------------
Amaru, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$102,353 on $19,012 of revenues for the year ended Dec. 31, 2012,
as compared with a net loss of $1.89 million on $4,462 of revenues
for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.50 million
in total assets, $3.28 million in total liabilities and a $779,980
total stockholders' deficit.

Wei, Wei & Co., LLP, in Flushing, 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 sustained accumulated losses from operations
totaling $41,220,399 and $41,322,752 at Dec. 31, 2012, and 2011,
respectively, the Company's continued losses from operations and
the difficulty it has had in raising adequate additional
financing.  These conditions and the Company's lack of significant
revenue, raise substantial doubt about the Company's ability to
continue as going concern.

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

                        http://is.gd/pL4kAF

                          About Amaru Inc.

Singapore-based Amaru, Inc., a Nevada corporation, is in the
business of broadband entertainment-on-demand, streaming via
computers, television sets, PDAs (Personal Digital Assistant) and
the provision of broadband services.  The Company's business
includes channel and program sponsorship (advertising and
branding); online subscriptions, channel/portal development
(digital programming services); content aggregation and
syndication, broadband consulting services, broadband hosting and
streaming services and E-commerce.


AMERICAN AIRLINES: $1.6-Bil. Deal with Unsecureds Approved
----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved AMR Corp.'s
settlement agreement with creditors holding about $1.6 billion in
unsecured claims.

Under the deal, unsecured creditors agreed to vote in favor with
AMR's Chapter 11 reorganization plan, which provides for the
treatment of its stakeholders in accordance with an agreed plan
term sheet.

The term sheet provides for the resolution of issues among
unsecured creditors, and issues regarding the validity of inter-
company claims among the company, American Airlines Inc. and AMR
Eagle Holding Corp.  It also provides a mechanism for unsecured
creditors to receive a distribution of equity in the new parent
company based on the trading prices of its common stock on and
after the effective date of the plan.

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

                      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: Wins OK to Use Cash to Pay U.S. Bank
-------------------------------------------------------
AMR Corp. sought and obtained approval from the U.S. Bankruptcy
Court in Manhattan to pay back the amount owed by its regional
carrier under the senior secured notes issued pursuant to a pre-
bankruptcy deal with U.S. Bank Trust N.A.

In a May 31 decision, Judge Sean Lane authorized the company to
repay the amount from available cash, including proceeds from the
$3.25 billion loan it availed from major banks to get out of
bankruptcy.

The bankruptcy judge also required U.S. Bank to release the liens
on the collateral securing the notes.

As of March 31, 2013, American Airlines Inc. owes $523.4 million
under the notes, which are secured by collateral that includes
aircraft parts and $41.5 million of cash.

Last month, AMR received the green light to obtain as much as
$3.25 billion in new financing, which it plans to use to get out
of bankruptcy and complete its merger with US Airways Group Inc.

The loan is secured by American Airlines' airport slots in the
U.S. and South America and its right to operate direct flights
between those countries. AMR had said it may decide later to use
its slots, gates and route authorities in Mexico and Central
America as additional security interests to boost the amount of
the financing.

                      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: Agrees to Assume Citibank Contracts
------------------------------------------------------
American Airlines Inc. has agreed to take over its contracts with
Citibank N.A. tied to the airline's AAdvantage frequent-flier
program.

In a court filing, American Airlines said it will assume the
contracts "on a final and irrevocable basis" in exchange for
Citibank's support for the approval of its restructuring plan.

The airline will also irrevocably "waive any right to seek to
reject the Citibank contracts" unless the plan is withdrawn or is
not approved by the court.  The agreement, approved by Judge Sean
Lane on June 4, 2013, can be accessed for free at
http://is.gd/qObida

Citibank on May 24 criticized the airline for giving insufficient
information about many facets of its plan, including the potential
impact if the airline rejected their contracts.

According to Citibank, American Airlines' decision whether to
assume or reject the contracts would have a big impact on its
bankruptcy case since the bank has a big potential claim.

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

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

Marshall Huebner, Esq., at Davis Polk & Wardwell LLP, in New York,
represents Citibank.

                      About American Airlines

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

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

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: Wants Jan. 28 Deadline for Nashville Pacts
-------------------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court in Manhattan to give the
company until June 28, to decide on whether to assume or reject
three contracts with the Metropolitan Nashville Airport Authority.

The contracts are leases of non-residential real properties
located at the Nashville International Airport.  A list of the
contracts is available for free at http://is.gd/9pdAzi

                      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: Proposes Linklaters as Special Counsel
---------------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court in Manhattan to approve
the hiring of Linklaters LLP as its special counsel.

Linklaters will help the company meet regulatory filing
requirements in the European Union in connection with its merger
with US Airways Group Inc.  The firm will also advise AMR on cargo
and antitrust issues in connection with its operations in the EU.

Linklaters will be paid on an hourly basis and will receive
reimbursement for work-related expenses.  The firm's hourly rates
range from $750 to $880 for partners; $325 to $450 for associates;
and $150 to $250 for paraprofessionals.

The firm does not hold or represent interest adverse to AMR or its
bankruptcy estate, according to a declaration by Gerwin Van
Gerven, Esq., a partner at Linklaters.

Mr. Gerven may be reached at:

         Gerwin Van Gerven, Esq.
         LINKLATERS LLP
         Rue Brederode 13
         Brussels
         1000 Belgium
         Tel: +3225050305
         E-mail: gerwin.van.gerven@linklaters.com

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Seeks to Expand Ford Harrison Work
-----------------------------------------------------
AMR Corp. seeks permission from Judge Sean Lane to expand the
scope of employment of Ford Harrison LLP, the company's special
counsel, to provide additional services.

AMR wants the firm to represent the company in its negotiations
with US Airways Group Inc. and the unions representing US Airways
and American Airlines flight attendants in connection with the
merger.

The attorneys expected to provide the services and their
respective hourly rates as of January 1, 2013, include:

   Attorney Name       Billing Rates
   -------------       -------------
   Thomas Kassin           $465
   Marc Esposito           $435
   Doug Hall               $435
   Julie Showers           $415
   Dave Driscoll           $415
   Lilia Bell              $415
   Thomas French           $415
   Mark Konkel             $400
   Adam Klarfeld           $305
   M. Blake Martin         $290

Additional attorneys and legal assistants will be staffed to work
on this representation as necessary, according to a declaration by
Thomas Kassin, Esq., a partner at Ford Harrison.

                     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: S&P Retains 'B+' CCR on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Cleveland, Ohio-based American Greetings Corp. remain on
CreditWatch with negative implications.  The ratings were
initially placed on CreditWatch with negative implications on
Sept. 27, 2012, following the company's announcement that it had
received a "going private" offer.  On April 8, 2013, S&P lowered
the corporate credit rating to 'B+' from 'BB+' following the
company's announcement that it would merge with Century
Intermediate Holding Co., an entity that American Greetings'
chairman, CEO, COO, and certain other members of the Weiss family
and related parties will indirectly control through the going
private transaction.  S&P expects the transaction, subject to
approval by American Greetings' shareholders and the customary
conditions and regulatory approvals, to close in July 2013.

At the same time, S&P assigned its 'BB-' issue-level ratings to
American Greetings' proposed $600 million senior secured credit
facilities, which consist of a $200 million revolving credit
facility due 2018 and $400 million term loan due 2019.  The
recovery rating on these facilities is '2', indicating S&P's
expectation for substantial (70% to 90%) recovery in the event of
a payment default.  The new issue-level ratings are not on
CreditWatch but are dependent on a successful completion of the
proposed transaction, and are subject to a review of final
documentation by Standard & Poor's.

Following the closing of the merger, S&P anticipates affirming the
corporate credit rating at 'B+'.  S&P also expects to lower the
issue-level rating on the company's $225 million 7.375% senior
unsecured notes due 2021 to 'B-' from 'B+' and revise the recovery
rating to '6' from '4', indicating S&P's expectation of negligible
(0%-10%) recovery in the event of a payment default.  The revised
recovery rating and lower issue-level rating on these notes will
reflect the increase in priority obligations as a result of this
proposed refinancing.  S&P also expects to lower the preliminary
rating on the company's senior unsecured shelf to 'B-' from 'B+'.

S&P will withdraw the rating on American Greetings' existing
$400 million credit facility due 2017 after it is redeemed upon
the closing of the transaction.

S&P expects net proceeds from the proposed credit facility, along
with $240 million of nonvoting preferred stock committed by Koch
AG Investment LLC, and cash on hand, to be used to purchase the
non-family controlled equity, refinance the existing senior
secured facility, and pay fees and expenses.  The existing
$225 million notes due 2021 will remain outstanding.

Pro forma for the transaction, S&P estimates that the company will
have about $625 million of reported debt outstanding.  Including
S&P's adjustments for operating leases and the preferred shares,
S&P estimates American Greetings will have approximately
$1.1 billion total adjusted debt outstanding.

"If the transaction were completed as currently described, we
believe American Greetings' leverage would increase and its credit
metrics would deteriorate significantly," said Standard & Poor's
credit analyst Stephanie Harter.

S&P intends to resolve the CreditWatch listing when American
Greetings completes the proposed merger and finalizes related
financing.  At that time S&P expects to affirm the corporate
credit rating at 'B+' based upon terms of the currently proposed
transaction, and assign a stable outlook.

If the company does not complete the proposed transaction, S&P
would withdraw the new issue-level ratings on the senior secured
facilities and evaluate the ratings based on its current capital
structure.


ARCHDIOCESE OF MILWAUKEE: Wis. DOT Allowed to Acquire Property
--------------------------------------------------------------
Judge Susan Kelley lifted the automatic stay to allow the
Wisconsin Department of Transportation to acquire a property owned
by the Archdiocese of Milwaukee.

The agency wants to acquire the property located in Milwaukee,
Wisconsin, for use in rebuilding Interstate Highway 1-94,
according to court filings.  A legal description of the property
can be accessed for free at http://is.gd/2FEuZK

                  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: Reaches Deal on Docs Publication
----------------------------------------------------------
The Archdiocese of Milwaukee signed an agreement with the
unsecured creditors' committee and a group of claimants on the
publication of documents that were turned over in connection with
a court-approved investigation into cases of clergy sex abuse.

The agreement, which was approved by Judge Susan Kelley, governs
the publication of the documents in the archdiocese's website, and
calls for the protection of confidential information including the
identity of the victims.  The agreement is available for free at
http://is.gd/1SMMzE

To recall, the U.S. Bankruptcy Court for the Eastern District of
Wisconsin ordered in August 2011 the investigation of Bishop
Richard Sklba, former Archbishop Rembert Weakland, and Daniel
Budzynski.

The investigation was requested by the unsecured creditors
committee and Jeff Anderson and Associates P.A., which represents
a group of sex abuse victims.

The Debtors are represented by Daryl L. Diesing, Esq., Bruce G.
Arnold, Esq., and Francis H. LoCoco, Esq., at Whyte Hirschboeck
Dudek S.C., in Milwaukee, Wisconsin.

Jeffrey R. Anderson, Esq., and Michael G. Finnergan, Esq., at Jeff
Anderson & Associates, P.A., in St. Paul, Minnesota; Patrick
Cavanaugh Brennan, Esq., and Michael Pfau, Esq., at Brennan Law
Offices, L.L.C., in Milwaukee, Wisconsin; Robert L. Elliott, Esq.,
at Robert L. Elliot Law Office, in Janesville, Wisconsin; Robert
Jacobs, Esq., Thomas Crumplar, Esq., and Raeann Warner, Esq., at
Jacobs & Crumplar, P.A., in Wilmington, Delaware; Thomas S.
Neuberger, Esq., at The Neuberger Firm, P.A., in Wilmington,
Delaware; Craig K. Vernon, Esq., and Leander L. James, Esq., at
James, Vernon & Weeks, P.A., in Coeur d'Alene, Idaho; Jody L.
Shipper, Esq., in Los Angeles, California; Timothy D. Kosnoff,
Esq., and Daniel Fasy, Esq., at Kosnoff Fasy, in Seattle,
Washington; Michael Brady, Esq., at Michael G. Brady Law
Offices, in Largo, Florida; John M. Bruce, Esq., at Schober
Schober & Mitchell, S.C., in New Berlin, Wisconsin; Karl J.
Januzzi, Esq., at Shoolenberger & Januzzi, LLP, in Enola,
Pennsylvania; and James S. Smith, Esq., at Smith, Gunderson, and
Rowen, S.C., in Brookfield, Wisconsin, represent the claimants.

James I. Stang, Esq., and Gillian N. Brown, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Los Angeles, California, and Albert
Solochek, Esq., and Jason R. Pilmaier, Esq., at Howard, Solochek &
Weber, S.C., in Milwaukee, Wisconsin, represent the Creditors'
Committee.

                  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: Sex Abuse Victim Seeks Ruling Review
--------------------------------------------------------------
A sex abuse victim whose claim against the Archdiocese of
Milwaukee was disallowed by U.S. Bankruptcy Judge Susan
Kelly wants a district court to review whether the judge erred in
her ruling.

Judge Kelly on March 4 disallowed Claim No. 394 filed by one of
the victims of sexual abuse allegedly perpetrated by Fr. Lawrence
Murphy while serving at St. John's School for the Deaf.

The claimant, who was only identified in court papers as Claimant
A-282, is asking the U.S. District Court for the Eastern District
of Wisconsin to review whether Judge Kelly erred when she granted
summary judgment on his claim based on the settlement agreement he
signed after participating in the archdiocese's mediation program
for victims of sexual abuse.

The claimant also wants the district court to review whether the
judge erred when she vacated her order dated Nov. 8, 2012, which
authorized him to introduce communications made during his
mediation session with the archdiocese.

Another issue raised by the claimant is whether Judge Kelly erred
when she found that his proof of claim and his pre-bankruptcy
mediation with the archdiocese were not distinct proceedings.

Jeffrey R. Anderson, Esq., and Michael G. Finnegan, Esq., at Jeff
Anderson & Associates, in St. Paul, Minnesota.

                  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)


ARROW ALUMINUM: Shots Back at IRS Objection to Cash Collateral Use
------------------------------------------------------------------
Arrow Aluminum Industries, Inc., asks the U.S. Bankruptcy Court
for the Western District of Tennessee, Western Division, to deny
the U.S. Internal Revenue Service's motion for relief from the
automatic stay and motion to prohibit the Debtor's use of cash
collateral.

The IRS claims that the Debtor's day-to-day use of cash in the
operation of the business is an unauthorized use of cash
collateral.

The Debtor, represented by Steven N. Douglass, Esq., and Chandra
Madison, Esq., at Harris Shelton Hanover Walsh, PLLC, in Memphis,
Tennessee, relates that First Citizens National Bank holds a
secured claim for approximately $2,800,000, and the collateral
securing FCNB's claim includes all Debtor's accounts, equipment,
and inventory.

The IRS' $276,823 claim is secured by Debtor's unencumbered
assets, cash proceeds of those unencumbered assets, and other cash
collateral.  Mr. Douglass states that the Debtor has no other
assets not subject to the FCNB secured claim.  The IRS, therefore,
is not entitled to adequate protection in the Chapter 11 Case, Mr.
Douglass argues.  In the alternative, the Debtor will provide the
IRS with adequate protection, he says.

                       About Arrow Aluminum

Arrow Aluminum Industries, Inc., filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013.
The petition was signed by William Ted Blackwell as president.
The Debtor has scheduled assets of $126,246,137 and scheduled
liabilities of $3,130,103.  The Debtor is represented by
Harris Shelton Hanover Walsh, PLLC.

Arrow Aluminum previously sought Chapter 11 protection (Case No.
12-1348) in December but the case was promptly dismissed.  In
that case, the U.S. Trustee sought dismissal or conversion to
Chapter 7, while Citizens National Bank sought appointment of a
Chapter 11 trustee to take over management of the Debtor's
properties.


ARROW ALUMINUM: Has Authority to Employ Harris Shelton as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee,
Western Division, authorized Arrow Aluminum Industries, Inc., to
employ Harris Shelton Hanover Walsh, PLLC, as its counsel.

Harris Shelton will, among other things, provide assistance,
advice and representation concerning the formulation, negotiation
and confirmation of a plan of reorganization at these hourly
rates:

      Steven N. Douglass        $300
      Chandra Madison           $150

Debtor has provided Harris Shelton a retainer of $5,000 as
security for its work in relation to bankruptcy matters.

                       About Arrow Aluminum

Arrow Aluminum Industries, Inc., filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013.
The petition was signed by William Ted Blackwell as president.
The Debtor has scheduled assets of $126,246,137 and scheduled
liabilities of $3,130,103.  The Debtor is represented by
Harris Shelton Hanover Walsh, PLLC.

Arrow Aluminum previously sought Chapter 11 protection (Case No.
12-1348) in December but the case was promptly dismissed.  In
that case, the U.S. Trustee sought dismissal or conversion to
Chapter 7, while Citizens National Bank sought appointment of a
Chapter 11 trustee to take over management of the Debtor's
properties.


BERGENFIELD SENIOR: Files Schedules of Assets & Liabilities
-----------------------------------------------------------
Bergenfield Senior Housing, LLC filed with the U.S. Bankruptcy
Court for the District of New Jersey its schedules of assets and
liabilities, disclosing:

   Name of Schedule          Assets               Liabilities
   ----------------      --------------          -------------
A. Real Property            $13,500,000

B. Personal Property           $561,100

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                  $19,848,519

E. Creditors Holding
   Unsecured Priority
   Claims                                              $45,317

F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $63,190
                          --------------          -------------
TOTAL                        $14,061,100            $19,957,026

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.


BIG M: U.S. Trustee Amends Composition of Creditors Panel
---------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, has trimmed
down the Official Unsecured Creditors' Committee in the Chapter 11
case of Big M, Inc., to a five-member panel.

Robert Masters and Eliot Terzi are no longer members of the
Committee.

The Committee is now presently composed of:

     (1) Kevin Ritter - Chairperson
         The CIT Group/Commercial Service, Inc
         11 West 42nd Street
         New York, NY 10036
         Telephone: (212) 461 5447
         Facsimile: (212) 461 5420

     (2) Harold Harris
         Levin Management Corporation
         975 US Highway 22 West
         North Plainfield NJ 07060
         Telephone: (908) 226 5275

     (3) Robert A. Andino
         Hana Financial Inc.
         1410 Broadway, Suite 1102
         New York, NY 10018
         Telephone: (212) 869 2705
         Facsimile: (212) 869 2449

     (4) Alfred Polizotto
         Alva Partnership
         6911 18th Avenue
         Brooklyn, NY 11204
         Telephone: (718) 232 1250
         Facsimile: (718) 256 0966

     (5) Jason Wilkerson
         Kellwood Co. dba XOXO, My Michelle, and ENC
         600 Kellwood Pkwy
         Chesterfield MO 63017
         Telephone: (314) 576 3120
         Facsimile: (866) 722 4623

                          About Big M

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

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

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

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

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


BIG M: Gets Court's Nod to Sell Assets to YM LLC for $5 Million
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
authorized Big M, Inc. to sell substantially all of its assets to
YM LLC USA, formerly known as YM Inc USA, pursuant to an asset
purchase agreement.

YM LLC presented the highest and otherwise best bid for the
purchased assets at a May 8 auction.

The purchaser has agreed to buy the assets in exchange for (i)
$5,000,000 cash; (ii) a maximum aggregate sum of $17,500,000 for
the inventory; (iii) an amount equal to the security deposits;
plus (iv) the assumption of certain liabilities.

A full-text copy of the sale order is available for free at:

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

                          About Big M

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

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

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

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

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


BOSTON BIOMEDICAL: Moody's Keeps Caa3 Bonds Rating under Review
---------------------------------------------------------------
Moody's maintains the Caa3 rating on Boston Biomedical Research
Institute's (BBRI) Series 1999 bonds under review for downgrade.
These bonds were issued through the Massachusetts Development
Finance Agency. Moody's expects to continue to review the rating
as new information becomes available. However, should appropriate
disclosure from the Institute not be forthcoming, Moody's will
consider withdrawing its ratings on the bonds due to lack of
sufficient information.

Summary Rating Rationale: Moody's maintains the Caa3 rating of
BBRI for possible downgrade. The review was prompted by rapid
decline in the institute's unrestricted cash in recent months and
the institute's announcement that it has discontinued operations
and is planning to sell the research facility at a net price which
may not provide full bondholder recovery.

Methodology

The rating was assigned by evaluating factors believed to be
relevant to the credit profile of the Boston Biomedical Research
Institite such as 1) the business risk and competitive position of
the issuer versus others within its industry or sector, ii) the
capital structure and financial risk of the issuer, iii) the
projected performance of the issuer over the near to intermediate
term, iv) the issuer's history of achieving consistent operating
performance and meeting budget or financial plan goals, v) the
nature of the dedicated revenue stream pledged to the bonds, vi)
the debt service coverage provided by such revenue stream, vii)
the legal structure that documents the revenue stream and the
source of payment, and vii) the issuer's management and governance
structure related to payment. Other methodologies and factors that
may have been considered in the process of rating this issuer can
also be found in the Credit Policy & Methodologies directory.


BOWLMOR AMF: S&P Assigns Prelim. 'B' Rating to $260MM Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Bowlmor AMF.  The outlook is stable.

At the same time, S&P assigned the company's proposed $260 million
senior secured credit facilities, which will be issued by wholly
owned subsidiary AMF Bowling Centers Inc., S&P's preliminary 'B'
issue-level rating (at the same level as S&P's preliminary
corporate credit rating), with a preliminary recovery rating of
'3', indicating S&P's expectation for meaningful (50% to 70%)
recovery for lenders in the event of a payment default.  The
proposed facilities consist of a $30 million senior secured
revolving credit facility due 2018 and a $230 million senior
secured term loan due 2019.

S&P's preliminary ratings are subject to its review of final
documentation and the company's emergence from bankruptcy.

On May 23, 2013, AMF Bowling Worldwide Inc. (AMF) received
bankruptcy court approval of its disclosure statement.  As part of
AMF's emergence from bankruptcy, its assets will be combined with
the assets of Strike Holdings LLC (Bowlmor) to create the newly
formed entity Bowlmor AMF.  The new entity will be owned by AMF's
existing second-lien debt holders and Bowlmor's management.
Bowlmor AMF plans to use proceeds from the proposed credit
facilities, in conjunction with a new $55 million second-lien term
loan (unrated), which S&P expects to close concurrently with the
proposed credit facilities to:

   -- repay AMF and Bowlmor's existing debt (excluding roughly
      $5 million which will be rolled over as part of the
      transaction);

   -- fund a distribution to GBC Strike Holdings sand unsecured
      creditors;

   -- pay fees and expenses associated with the transaction; and

   -- provide working capital to the company.

S&P's preliminary 'B' corporate credit rating on Bowlmor AMF
reflects its assessment of its business risk profile as
"vulnerable" and its financial risk profile as "highly leveraged."


BREF HR: Late-Filed 2011 Report Shows $66-Mil. Net Loss
-------------------------------------------------------
BREF HR, LLC, filed on June 3, 2013, its annual report on Form
10-K for the period March 1, 2011 to Dec. 31, 2011.

Deloitte & Touche LLP, in Las Vegas, Nevada, expressed substantial
doubt about BREF HR's ability to continue as a going concern,
citing recurring losses from operations and the potential
obligation to repay all outstanding paid in kind interest at
March 1, 2014.

The Company reported a net loss of $66.1 million on $164.7 million
of net revenues for the period March 1, 2011, to Dec. 31, 2011.

The Company's balance sheet at March 31, 2011, showed
$680.5 million in total assets, $660.1 million in total
liabilities, and stockholders' equity of $20.4 million.

A copy of the Form 10-K is available at http://is.gd/1pRgrA

In a Form 12b-25 filing dated April 2, 2013, the Company said it
is currently in the process of preparing its audited annual
financial statements for the year ended Dec. 31, 2012.  "The
Company is unable to timely file the Form 10-K with the SEC
primarily as a result of the complex nature of the transaction and
the detailed analysis required to complete the valuation of the
assets and liabilities comprising the Hard Rock Hotel & Casino Las
Vegas, to reflect the fair value of the tangible and intangible
assets and liabilities at the time of the Assignment.  The Company
is working diligently to complete the preparation of its annual
financial statements and the audit thereof, and will file the Form
10-K as soon as practicable."

                           About BREF HR

New York-based BREF HR, LLC, is a Delaware limited liability
company that was formed on Feb. 11, 2011.  The affairs of the
Company are governed by a Limited Liability Company Agreement
dated as of March 1, 2011.

The Company was formed by certain affiliates of Brookfield
Financial, LLC, as to its Series B to acquire the limited
liability company interests of HRHH JV Junior Mezz, LLC, and HRHH
Gaming Junior Mezz, LLC, which indirectly own the Hard Rock Hotel
& Casino Las Vegas and certain related assets.  These assets were
acquired pursuant to the Assignment from Hard Rock Hotel Holdings,
LLC ("HRH Holdings") in connection with the default by HRH
Holdings and its subsidiaries on the real estate financing
facility, and the resulting settlement agreement.  Brookfield
Financial is managed by Brookfield Real Estate Financial Partners
LLC.


CALIBRE ACADEMY: Fitch Keeps Revenue Bonds on Rating Watch Neg.
---------------------------------------------------------------
Fitch Ratings maintains the Rating Watch Negative on the 'B'
rating assigned to approximately $16.5 million in outstanding
education revenue refunding bonds for Calibre Academy (Calibre,
school)-- formerly Carden Traditional Schools (CTS) project,
series 2012 issued by the Industrial Development Authority of the
County of Pima.

SECURITY

Absolute and unconditional obligation of the borrower (Calibre,
formerly CTS) and the guarantor (E-Institute Charter School, Inc.
or EICS) payable from all legally available revenues, and secured
by a first position lien on facilities owned by the borrower.
Gross revenues of both the borrower and guarantor will flow
directly from the state treasurer to the trustee for allocation,
first to debt service.

KEY RATING DRIVERS

RATING WATCH NEGATIVE: Calibre's going concern note as a result of
a severely deteriorated financial position in fiscal 2012 resulted
in the maintenance of a Rating Watch Negative earlier this year.
Interim financial performance for both EICS and Calibre, while
inconclusive, does not currently indicate the combined entity's
ability to cover transaction maximum annual debt service (TMADS).
While fiscal 2013 year end results remain to be seen for Calibre,
Fitch does not expect substantial near term improvement; EICS'
wherewithal and operations are challenged and viewed as
insufficient to support Calibre's operations indefinitely.

RATING SENSITIVITIES

FAILURE OF COVERAGE TEST: The loan agreement for the bonds states
that less than sum-sufficient TMADS coverage from the combined
entity (Calibre and EICS), beginning in fiscal 2013 (which started
on July 1, 2012), may constitute an event of default. In such a
scenario, Fitch would likely downgrade the bonds to at least 'CCC'
and keep the bonds on Rating Watch Negative. According to terms of
the loan agreement and indenture for the bonds, the trustee could
implement accelerated redemption provisions.

INADEQUATE PROGRESS TOWARDS FISCAL BALANCE: Calibre's management
organization began implementing various expense reduction measures
into fiscal 2013 and while Fitch does not anticipate breakeven
operations this year, a lack of meaningful fiscal improvement at
Calibre and/or EICS' ability to stand behind its guarantee of the
charter school's debt could make default a real possibility.

CREDIT PROFILE

CTS changed its name to Calibre Academy in spring 2012. Calibre
includes a Glendale and newly-expanded Surprise campus, with fall
2013 average daily membership (ADM) of 148 and 698, respectively.
EICS maintains six physical campuses with a combined fall 2013 ADM
of approximately 688. The financial statements and charter
agreements for both schools each include a fully-online campus,
Taylion Virtual Academy and Taylion High School, both of Arizona,
managed by Learning Matters Educational group. Taylion Virtual
Academy of Arizona, serving grades K-8 with fall 2013 ADM of 26,
is part of Calibre's reporting. Taylion Virtual High School of
Arizona, with a fall 2013 ADM of 97, is reported under EICS. Both
Calibre and EICS are authorized by the Arizona State Board for
Charter Schools (ASBCS), with 15-year terms that began in 2000.

POSSIBILITY OF COVERAGE COVENANT FAILURE

The loan agreement requires Calibre to post results of a combined
debt service coverage test on EMMA within 30 days of audit
completion. The test compares combined net income available for
debt service of Calibre and EICS to TMADS. State law requires
audits to be submitted to the state department of education by
Nov. 15. Beginning in fiscal 2013, coverage below 1.0x can be
declared an event of default under terms of the loan agreement by
the trustee. The declaration is subject to certain loan agreement
provisions allowing Calibre and EICS to develop a remedy plan
within specified timeframes. Fitch believes failure of the test
for fiscal 2013 is possible given Calibre's and EICS' weakened
financial position.

The trustee's remedies for events of default under the loan
agreement and trust indenture for the bonds include acceleration,
receivership, foreclosure, or a suit for judgment. In the event of
acceleration, Fitch views Calibre and EICS as highly unlikely to
be able to meet demands for full and immediate payment on the
bonds without a payment default. This includes full use of the
trustee-held cash-funded debt service reserve fund, equivalent to
TMADS of approximately $1.4 million. No event of default has been
declared to date and management began implementing expense
reduction measures that could allow Calibre and EICS to meet the
debt service coverage test for fiscal 2013.

Although it is possible to ascertain compliance or identify an
event of a default shortly after the end of the fiscal year at
June 30, 2013, the timing requirement of the test, specifically 30
days past audit completion, could mean a further delay before an
official announcement is made. Also, Calibre and EICS have the
ability to negotiate performance based plans in lieu of triggering
a technical default. At the current time Fitch is unable to
quantify the probability of such occurrence without the benefit of
the fiscal year end audited finances and certified coverage
calculations from the trustee and school.


CAMCO FINANCIAL: CEO to Get Bonus for Regulatory Compliance
-----------------------------------------------------------
The Compensation Committee and the Board of Directors of Camco
Financial Corporation approved the Regulatory Compliance Incentive
Plan.  The Plan provides an award for James E. Huston, the chief
executive officer, and certain other Senior Officers of Camco and
its subsidiaries as designated by the CEO, including David S.
Caldwell and Laurence S. Christ, based on the achievement of
established goals regarding regulatory compliance.

The Plan provides for three incentive awards for the CEO based on
the achievement of three specific goals.  The first goal is
achieved when Advantage Bank, Camco's wholly owned subsidiary,
meets any regulatory capital ratios established by its regulators.
Currently, the only capital ratios required are those established
by the consent order that the Board of Directors of Advantage Bank
entered into with the Federal Deposit Insurance Corporation and
the State of Ohio, Division of Financial Institutions on Feb. 9,
2012.  The Consent Order requires regulatory capital ratios of 9
percent for the Tier 1 Leverage Capital Ratio and 12 percent for
the risked-based capital ratio.  When Advantage Bank has met these
required capital ratios, or any lesser or greater ratios that may
be established, for two consecutive months, the CEO earns an
incentive award of $50,000 cash and 35,000 unrestricted shares of
Camco common stock.  The second goal is achieved when the FDIC and
Ohio Division have agreed to cancel the Consent Order, assuming it
is either replaced with a lesser order or agreement or not
replaced at all.  Upon that cancellation, the CEO earns an
incentive award of $50,000 cash.  The third goal for the CEO is
the cancellation and elimination of all regulatory orders,
agreements and understandings of any kind with the Federal Reserve
Board of Governors, FDIC or Ohio Division at both Camco and
Advantage Bank. Upon achieving this goal, the CEO earns an
incentive award of $50,000 cash.

The Plan also provides an incentive award for certain other Senior
Officers of Camco and its subsidiaries as designated by the CEO,
including Messrs. Caldwell and Christ, upon the cancellation of
the Consent Order.  Upon the cancellation of the Consent Order,
each such designated Senior Officer earns an incentive award of
$2,000 cash.

If there is a Change of Control, as that term is defined in Mr.
Huston's employment agreement, all regulatory compliance goals
will be deemed to have been achieved upon the consummation of that
Change of Control.

A copy of the Regulatory Compliance Incentive Plan is available
at:

                        http://is.gd/rMZZf6

                       About Camco Financial

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

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

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

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

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


CANCER GENETICS: Reports $2.4-Mil. Net Income in First Quarter
--------------------------------------------------------------
Cancer Genetics, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $2.4 million on $1.2 million of revenue
for the three months ended March 31, 2013, compared with a net
loss of $1.1 million on $834,752 of revenue for the same period
last year.

The change in the fair value of the Company's warrant liability
resulted in $5.3 million in non-cash income for the three months
ended March 31, 2013, as compared to non-cash income of
$1.6 million for the three months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $7.4 million
in total assets, $28.9 million in total liabilities, and a
stockholders' deficit of $21.5 million.

"The Company has suffered recurring losses from operations, has
negative working capital and a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern."

A copy of the Form 10-Q is available at http://is.gd/2X2bll

Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.


CASCADE AG: Can Hire Don Gustafson as Real Estate Appraiser
-----------------------------------------------------------
The Hon. Karen A. Overstreet of the U.S. Bankruptcy Court for the
Western District of Washington authorized Cascade AG Services to
employ Don Gustafson to perform an appraisal of the estate's real
property located at 13459 Dodge Valley Road, in Mount Vernon,
Washington.

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

In a separate filing, the Court established May 31, 2013, as the
last day for certain creditors who were affected by schedule
amendments to file proofs of claim against the Debtor.

                         About Cascade AG

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., is a vegetable processing
company that processes Washington-grown cucumbers and cabbage into
pickles and sauerkraut.  Cascade AG filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-18366) on Aug. 13, 2012.
It scheduled $25,820,499 in assets and $22,255,482 in liabilities.
In amended schedules, the Debtor disclosed $25,522,648 in assets
and $21,354,742 in liabilities as of the Chapter 11 filing.

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

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

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

The Plan contemplates a $3.0 million capital infusion.  Money
contributed to fund the Plan will be used to satisfy
Administrative Expense Claims to the extent that those Claims must
be satisfied for Confirmation, unless there is agreement with
Holders of Administrative Expense Claims to defer payment.


CELESTE MINING: Gets Formal Notice of Default on Behalf of CML
--------------------------------------------------------------
Celeste Mining Corp. on June 5 disclosed that it has been issued a
formal notice of default on behalf of Cornish Minerals Limited
with respect to its failure to fulfill its obligations under the
Earn In Agreement dated May 24, 2011 (as amended from time to
time).  In addition, the Company disclosed that Mr. Alan Shoesmith
has resigned from the Company's Board of Directors.

As a result of deteriorating equity markets, the financial
position of the Company, operational complexities and higher than
anticipated exploration and development expenses at the South
Crofty Mine, the Company has been engaged in a review of cost
cutting measures.  As a result of such review the Company
determined not to contribute further expenditures to the South
Crofty Mine.  In response, the Company has been issued a Notice of
Default on behalf of CML which could, among other things, result
in dilution to its interest in the South Crofty Mine.

Management continues to actively engage strategic partners in an
effort to explore alternative funding strategies, which may
include a brokered convertible financing in order to finance the
expenditures at the South Crofty Mine provided that the Company
and its joint venture partners at the South Crofty Mine can agree
on appropriate cost cutting measures and a suitable budget and
plan.

                          About Celeste

Celeste Mining Corp. -- http://www.celestemining.com-- is a
Canadian corporation currently focused on the acquisition of an
interest in Cornish Minerals Limited (a UK registered company)
which controls mining rights in the historic Cornish mining region
in Cornwall, England, including the South Crofty Mine as announced
in a news release dated May 25, 2011.  In addition, Celeste
continues to assess other tin, copper and copper-gold properties
for exploration and development opportunities.


CITYCENTER HOLDINGS: Moody's Raises Corp. Family Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service upgraded CityCenter Holdings, LLC's
ratings including its Corporate Family Rating to Caa1, Probability
of Default Rating to Caa1-PD. Moody's also upgraded the company's
second lien PIK notes to Caa1 from Caa2 and affirmed the company's
first lien notes rating at B1. The rating outlook is stable.

The upgrade to CityCenter's ratings reflects the company's ability
to increase its average daily room rate ("ADR") at Aria while
maintaining occupancy in the fourth quarter of 2012 and first
quarter of 2013 which has helped improve the company's free cash
flow and in turn bolster its liquidity profile. CityCenter's
EBITDA grew in the first quarter of 2013 to about $90 million from
$30 million in the first quarter in 2012 (helped in part by higher
than normal hold) and the company's cash balances have increased
to $274 million from $80 million over that same time period.
Moody's notes that the cash balances at March 31, 2013 do not
include $40 million received from the sale of the company's
residential mortgage note portfolio that closed in April or
restricted cash of $112 million related to residential sale
proceeds that must be used to pay down construction related liens
or to reimburse MGM under the completion guaranty. Additionally,
the March 31, 2013 restricted cash also includes $28 million of
residential proceeds from that were used to make a tender offer
for the company's outstanding notes.

Ratings upgraded and LGD assessments updated:

  Corporate Family Rating to Caa1 from Caa2

  Probability of Default Rating to Caa1-PD from Caa2-PD

  $708 million 10.75% senior secured second lien PIK notes due
  2017 to (Caa1 (LGD 4, 52%) from Caa2 (LGD 4, 54%)

Ratings affirmed and LGD assessments updated:

  $1.14 billion 7.625% senior secured first lien notes due 2016 at
  B1 (LGD 2, 15% from 17%)

Ratings Rationale

The Caa1 Corporate Family Rating considers CityCenter's high
leverage -- 11.4 times for the LTM period ended March 31, 2013 --
including almost $1.2 billion of unsecured subordinated PIK
sponsor debt, or about 7 times excluding the sponsor debt. Moody's
estimate EBITDA minus capital expenditures to total interest is
around 0.8 times for the same time period, or 1.1 times excluding
the PIK interest associated with the sponsor debt. CityCenter's
high leverage and thin coverage are largely the result of a slower
than expected ramp-up of the property given that it opened during
a recessionary period.

The ratings are supported by Moody's view that Las Vegas operating
trends will continue to improve in 2013, albeit at a slow pace,
resulting in stronger credit metrics. Ratings also reflect the
operational expertise of operating manager MGM Resorts, one of the
largest gaming companies in the world in terms of revenue.
Historically, MGM's properties have generated higher EBITDA
margins than many of its competitors.

The stable rating outlook reflects Moody's expectation that the
Las Vegas Strip will continue a slow recovery in visitation and
gaming demand over the next 12 to 18 months. The stable rating
outlook also reflects Moody's view that CityCenter will generate
positive free cash flow, assuming modest growth in EBITDA in 2013
and 2014, and no mandatory amortization and approximately $80
million of estimated capital expenditures over the next two years.
Moody's expects CityCenter can generate at least $100 million of
free cash flow -- apart from any potential proceeds from
residential sales -- over the next two years that will bolster its
cash balances. A potential use of cash could be repayment of
CityCenter's first lien notes once they become callable in 2014.
CityCenter also has the ability to make restricted payments of up
to $50 million.

The B1 rating assigned to the first lien notes reflects the
approximate $1.9 billion of effectively junior debt in the capital
structure comprised of about $708 million second lien notes and
$1.2 billion of unsecured sponsor subordinate debt. CityCenter has
a $75 million revolving credit facility in place with no
outstandings as of March 31, 2013.

Ratings could be upgraded if CityCenter's debt/EBITDA were to be
sustained below 11 times including the sponsor debt, or 6.5 times
excluding the sponsor debt, and if EBITDA/cash interest expense
approximates 1.75 times, if the operating environment in Las Vegas
strengthens, and the company is able to continue to improve its
occupancy and ADR as compared to its Las Vegas Strip rivals. The
ratings could face negative pressure if positive visitation trends
to Las Vegas reverse or if EBITDA/cash interest expense appears
likely to deteriorate to below 1.0 time.

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

CityCenter Holdings, LLC owns and operates CityCenter, a mixed-use
development located on the Las Vegas Strip that opened in December
2009. CityCenter is a 50/50 joint venture between MGM Resorts
International (B2, stable) and Infinity World (a subsidiary of
Dubai World) (not rated). MGM is the operating manager. CityCenter
generates annual revenue of approximately $1.3 billion (including
residential operations).


CLEAR CHANNEL: Term Lenders Extend Maturity of Loans to 2019
------------------------------------------------------------
Clear Channel Communications, Inc., closed its previously
announced offer to amend its cash flow credit facility pursuant to
which Term Loan B lenders and Term Loan C lenders agree to extend
the maturity of a portion of their loans due 2016 through the
creation of a new $5 billion Term Loan D facility due Jan. 30,
2019.  Approximately $6.7 billion in aggregate principal amount of
term loans was submitted for extension in the offer and,
accordingly, the amount of each lender's term loans that was
accepted for extension was reduced by a proration factor of
approximately 74.6808 percent.  Upon the closing of the offer, the
Company's cash flow credit facility consisted of an approximately
$3 billion Term Loan B facility which matures on Jan. 30, 2016, an
approximately $198.2 million Term Loan C facility which matures on
Jan. 30, 2016, and a $5 billion Term Loan D facility which matures
on Jan. 30, 2019.

Concurrently with the closing of the offer, the Company entered
into an amendment to the agreement governing its cash flow credit
facility, which permits the Company to make AHYDO catch-up
payments beginning in May 2018 with respect to the new Term Loan D
facility and any notes issued in connection with the Company's
previously announced exchange offer with respect to its
outstanding 10.75 percent Senior Cash Pay Notes due 2016 and 11.00
percent/11.75 percent Senior Toggle Notes due 2016.

The new Term Loan D facility has the same security and guarantee
package as the outstanding Term Loans B and C and borrowings under
the new Term Loan D facility bear interest at a rate equal to, at
CCU's option, adjusted LIBOR plus 6.75 percent or a base rate plus
5.75 percent.

A copy of the Amendment No. 2 is available for free at:

                        http://is.gd/eRfbkZ

                About Clear Channel Communications

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

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

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

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

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


COLDWATER PORTFOLIO: Using Prepacked Procedure in Non-Prepack
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Coldwater Portfolio Partners LLC isn't in a
prepackaged reorganization, the owner of shadow retail centers is
using a plan-approval process more akin to a prepack.

According to the report, the bankruptcy court in South Bend,
Indiana, authorized Coldwater to hold one hearing on July 16 both
to find if disclosure materials were adequate and decide whether
the Chapter 11 plan can be approved with a confirmation order.

The report notes that because few other creditors are affected by
the plan developed by Coldwater and the secure lender owed $89.3
million, they concluded it was feasible to shorten the plan-
approval process by dispensing with a separate hearing for
approval of a disclosure statement.

Mr. Rochelle notes that in a prepackaged bankruptcy
reorganization, called a prepack, creditors vote before the
Chapter 11 petition is filed.  Typically, the court in prepacks
holds one hearing both to decide if disclosure material were up to
snuff and if the plan should be approved with a confirmation
order.

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

                   About Coldwater Portfolio

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

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

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

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

In February 2013, the bankruptcy court authorized the Debtor to
sell properties at an auction.  The Debtor abandoned plans for
auction sales in May.


COLUMBUS EXPLORATION: Two Creditors Want Case Dismissed
-------------------------------------------------------
The Dispatch Printing Company and Donald C. Fanta ask the
Bankruptcy Court to dismiss the involuntary bankruptcy case
against Columbus Exploration LLC.

The creditor movants assert that the involuntary bankruptcy is the
latest tactic of the Debtor's management to maintain control of
the company and avoid scrutiny of its bad behavior.

The Creditors specify that, among other things:

   -- the Debtor filed a voluntary Chapter 7 petition in the Court
      about a year ago, on the eve of the start of a receivership
      trial in Ohio, thus staying that action;

   -- the Debtor does not have any ongoing business operations;
      and

   -- the only chance the Debtor has of a financial turnaround is
      recovery of the Down Treasure, the only potential asset of
      any significant value.

                    About Columbus Exploration

An involuntary Chapter 11 case was lodged against Columbus
Exploration LLC by five creditors.  The case is assigned Case
Number: 13-10347 and is pending before Judge Peter J. Walsh of the
U.S. Bankruptcy Court for the District of Delaware.

The Petitioners are represented by James E. Huggett, Esq., at
Margolis Edelstein, in Wilmington, Delaware.

Alleged creditors who signed the involuntary petition are Debbie
Burley, Robol Law Office, LLC, Lorz Communications, Inc., Richard
T. Robol, and Stephen Alexander CPA, Inc.


CONTOURGLOBAL POWER: Moody's Corrects May 30 Ratings Release
------------------------------------------------------------
Moody's Investors Service corrected on June 5, 2013, a ratings
release on ContourGlobal Power Holdings S.A.  The corrected
release is as follows:

Moody's Investors Service announced that it has withdrawn the B2
Corporate Family Rating (CFR) and B2-PD Probability of Default
Rating (PDR) on ContourGlobal Power Holdings S.A. (Contour) and
the B2 senior secured rating on Contour's proposed $350 million
term loan and speculative grade liquidity rating of SGL-3. The
proposed term loan was never executed as Contour has decided to
pursue other financing options. The stable outlook has also been
withdrawn.

Ratings Rationale

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


CONVERTED ORGANICS: Completes Acquisition of Finjan
---------------------------------------------------
Converted Organics Inc. successfully completed its merger with
Finjan, Inc., in which the Company acquired Finjan.  The name of
the Company has been changed to Finjan Holdings, Inc.  The
Company's common stock will continue be quoted on the OTC markets
under the symbol "COIN," although the Company anticipates that a
new symbol will be assigned to reflect the change of the Company's
name to "Finjan Holdings, Inc."

"This transaction to become a public company is the starting point
of our creating a platform for future investments and acquisitions
related to the cyber security space," said Phil Hartstein, the
Company's newly designated president.  "We are pleased to have the
continued support and backing of our original institutional and
corporate investors as we transition to the next stage of our
company's development."

The Company is approximately 91.5 percent owned by former Finjan
stockholders.  As part of this transaction, members of the current
Finjan senior management team have replaced the existing
management of the Company.  The Board of Directors of the Company
will consist of a new Board largely comprised of the prior members
of the Finjan Board, the current CEO/Chairman of COIN, with
several designated board openings.

Effective 10 days after the mailing of an information statement to
stockholders, as required under Federal securities laws, the
Company's newly appointed Board of Directors will include:

   * Michael Eisenberg, Partner in Benchmark Capital;
   * Daniel Chinn, CEO of Finjan, Inc. and former Partner of
     Israel Seed Partners;
   * Alex Rogers, Partner at Harbourvest;
   * Eric Benhamou, Chairman of Benhamou Global Ventures; and
   * Edward Gildea, former Chairman and CEO of Converted Organics.

In November 2009, Finjan's operating business was acquired by M86
Security, Inc., subsequently acquired by Trustwave Holdings, Inc.,
both of which continue to sell and support Finjan products and
customer installations.  As part of this transaction, Finjan
retained complete ownership over its intellectual property
portfolio, granting a license to M86, and subsequently a license
to Trustwave.  Finjan's intellectual property portfolio consists
of over 20 issued U.S. and seven international patents, multiple
pending U.S. and international applications, all of which are in
and around the security space.

Daniel Chinn, CEO of Finjan and a newly appointed member of the
Company's Board of Directors, added, "This transaction allows us
to rebuild our company, reassume our role as thought leaders in
the cyber security market and give us access to the capital
markets which will be important for our future growth plans."

The transaction was effected by way of the Merger of a newly
formed subsidiary of the Company with and into Finjan.  In
connection with the Merger, the Company has agreed to file a
registration statement on Form S-1 with the Securities and
Exchange Commission to register most of the shares issued in
connection with the Merger for resale.

As part of this transaction, the Company entered into a Lock-Up
agreement with all significant former Finjan, Inc., stockholders,
representing approximately 90 percent of the total capitalization
of Finjan Holdings, Inc.

                           About Finjan

Finjan is an online security and technology company which owns a
portfolio of patents, related to software that proactively detects
malicious code and thereby protects end-users from identity and
data theft, spyware, malware, phishing, trojans and other online
threats.  Founded in 1997, Finjan is one of the first companies to
develop and patent technology and software that is capable of
detecting previously unknown and emerging threats on a real-time,
behavior-based basis, in contrast to signature-based methods of
intercepting only known threats to computers, which were
previously standard in the online security industry.

                     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.


CUMULUS MEDIA: No Amounts Outstanding Under 2011 Credit Pact
------------------------------------------------------------
Cumulus Media Inc. has amended its First Lien Credit Agreement,
dated as of Sept. 16, 2011, as amended and restated Dec. 20, 2012,
among the Company.  Pursuant to the Amendment, the consolidated
total net leverage ratio covenant contained in the First Lien
Credit Agreement, with which the Company was required to comply in
the event amounts were outstanding under the revolving credit
facility thereunder has been replaced with a consolidated first
lien net leverage ratio covenant, and the total commitments under
the Revolving Facility were reduced from $300 million to $150
million.  Through Dec. 31, 2013, the consolidated first lien net
leverage ratio with which the Company must comply in the event
amounts are outstanding under the Revolving Facility is 4.5 to
1.0.  That ratio will be reduced in subsequent future periods, to
3.75 to 1.0 at Dec. 31, 2014, and thereafter.

At March 31, 2013, the Company had no amounts outstanding, or
availability, under the Revolving Facility.  If the Company was
subject to the consolidated first lien net leverage ratio covenant
in lieu of the consolidated total net leverage ratio covenant at
that date, that ratio would have been 3.2 to 1.0, and the Company
would have had $150 million of available borrowing capacity under
the Revolving Facility.

                        About Cumulus Media

Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc.
(NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest
operator of radio stations, currently serving 110 metro markets
with more than 525 stations.  In the third quarter of 2011,
Cumulus Media purchased Citadel Broadcasting, adding more than 200
stations and increasing its reach in 7 of the Top 10 US metros.
Cumulus also acquired the Citadel/ABC Radio Network, which serves
4,000+ radio stations and 121 million listeners, in the
transaction

Cumulus Media said in its annual report for the year ended
Dec. 31, 2011, that lenders under the 2011 Credit Facilities have
taken security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities.  If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities.  If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting operated radio stations in Missouri
and Texas.

The Company's balance sheet at March 31, 2013, showed $3.71
billion in total assets, $3.40 billion in total liabilities,
$72.36 million in total redeemable preferred stock, and $236.56
million in total stockholders' equity.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."

As reported by the TCR on Nov. 20, 2012, Moody's Investors Service
affirmed the B1 Corporate Family Rating of Cumulus Media.  The
company's B1 corporate family rating is forward looking and
reflects Moody's expectation that management will continue to
reduce debt balances with free cash flow resulting in net debt-to-
EBITDA ratios of less than 6.0x (including Moody's standard
adjustments, and treating preferred shares as 75% debt) over the
rating horizon, with further improvement thereafter consistent
with management's 4.0x reported leverage target.

As reported by the TCR on April 3, 2013, Moody's Investors Service
downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2
from B1 and Probability of Default Rating to B2-PD from B1-PD.
The downgrades reflect Moody's view that the pace of debt
repayment and delevering will be slower than expected.  Although
EBITDA for 4Q2012 reflects growth over the same period in the
prior year, results fell short of Moody's expectations.


DEAN FOODS: S&P Raises Rating on $1BB Sec. Revolver Debt to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Dean Foods Co.'s $1 billion senior secured revolving credit
facility due 2014 by one notch to 'BB' from 'BB-'.  S&P revised
the recovery rating to '1' from '2', indicating its expectation
for very high (90% to 100%) recovery in the event of a payment
default.  In addition, S&P raised its issue-level rating on Dean
Foods Co.'s senior unsecured notes, consisting of $500 million
senior notes due 2016 and $400 million senior notes due 2018, also
by one notch to 'B' from 'B-'.  S&P revised the recovery rating to
'5' from '6', indicating its expectation for modest (10% to 30%)
recovery in the event of a payment default.

The 'B+' corporate credit rating on Dean Foods remains unchanged,
as does the 'B-' issue-level rating on subsidiary Dean Holding
Co.'s $142 million senior notes due 2017.  The recovery rating on
Dean Holding's senior unsecured notes remains '6', indicating
S&P's expectation for negligible (0% to 10%) recovery in the event
of a payment default.

The rating actions follow the recent completion of the company's
spin-off of the majority of its remaining ownership interest in
its subsidiary, The WhiteWave Foods Co., to Dean Foods
shareholders.  The spin-off results in the removal of WhiteWave
Foods' debt and earnings from Dean Foods' future consolidated
financial statements, which will reflect solely the company's
Fresh Dairy Direct operations. Dean Foods' recovery prospects
improved, resulting in higher recovery and issue-level ratings,
despite a lower enterprise value for the remaining entity
(reflecting, in part, a reduction in priority debt).

The ratings on Dean Foods Co. reflect S&P's view of the company's
"aggressive" financial risk profile and "fair" business risk
profile.  The company's aggressive financial risk profile reflects
its moderated leverage, expected lower future margins resulting
from the sale of its higher margin businesses, adequate free
operating cash flows, and adequate liquidity.  Key credit factors
include the company's position as the leading national dairy
company in the U.S., its exposure to recently volatile U.S. dairy
industry conditions, and its reduction in product and customer
diversity from sales of its higher-margin operating segments.

RATING LIST

Dean Foods Co.
Dean Holding Co.
Corporate credit rating         B+/Positive/--

Issue Ratings Raised; Recovery Ratings Revised
                                 To             From
Dean Foods Co.
Senior secured
  $1.0 bil. revolver due 2014    BB             BB-
   Recovery rating               1              2
Senior unsecured
  $500 mil. notes due 2016       B              B-
   Recovery rating               5              6
  $400 mil. notes due 2018       B              B-
   Recovery rating               5              6

Rating Affirmed; Recovery Rating Unchanged

Dean Holding Co.
Senior unsecured                B-
   Recovery Rating               6


DECISION DIAGNOSTICS: Incurs $932K Net Loss in First Quarter
------------------------------------------------------------
Decision Diagnostics Corp. filed its quarterly report on Form
10-Q, reporting a net loss of $931,855 on $1.1 million of revenue
for the three months ended March 31, 2013, compared with a net
loss of $105,344 on $2.5 million of revenue for the same period
last year.

The Company's balance sheet at March 31, 2013, showed $4.2 million
in total assets, $3.9 million in total liabilities, contingencies
of $170,069, and stockholders' equity of $164,226.

A copy of the Form 10-Q is available at http://is.gd/u6Ls11

Westlake Village California-based Decision Diagnostics Corp. is a
nationwide prescription and non-prescription diagnostics and home
testing products distributor, selling a range of diagnostic test
kits and at-home testing products.

                           *     *     *

As reported in the TCR on April 24, 2013, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about
Decision Diagnostics' ability to continue as a going concern,
citing the Company's recurring losses from operations.


DETROIT PUBLIC SCHOOLS: Moody's Cuts Issuer rating to 'B2'
----------------------------------------------------------
Moody's Investors Service has downgraded to B2 from B1 the issuer
rating of Detroit Public Schools (DPS). The outlook on the rating
remains negative.

Summary Rating Rationale

The downgrade to the B2 issuer rating primarily incorporates
continued operational weaknesses driven by a steady and likely
ongoing decline in enrollment. While the district's financial
position improved in fiscal 2012, it did so through the issuance
of deficit bonds that resulted in material growth in the
district's direct debt burden. In addition, as operating revenue
continues to decline, the share of resources dedicated to debt
service has grown and will likely increase further in the coming
years. Operational results were weaker than expected in fiscal
2012 and may be negative in fiscal 2013. The rating also
incorporates the potentially stabilizing oversight of a state-
appointed emergency manager and the economic and demographic
weakness within the City of Detroit (GO rated Caa1/negative).

The maintenance of a negative outlook reflects the pressure that
continued enrollment loss will likely exert on the district's
operations. As revenues continue to fall, further expenditure
adjustments will be necessary in order to reduce the deficit
General Fund balance. Furthermore, a reduction in operating
revenue will result in additional growth in the share of General
Fund resources dedicated to debt service.

STRENGTHS

- Management's willingness to reduce expenditures through a
   combination of staff reductions and school closures

- State oversight of district operations given continued tenure
   of a state-appointed emergency manager with broad powers to
   correct operational pressures

CHALLENGES

- Sustained deficit position in the General Fund

- Growing debt burden tied to issuance of deficit reduction bonds

- Fixed debt service costs growing as a share of General Fund
   revenues

- Ongoing declines in district enrollment and operating revenue

- Challenged economic conditions evidenced by elevated
   unemployment and significant tax base depreciation

- Weak socioeconomic profile and steady population decline

Outlook

The maintenance of a negative outlook reflects the pressure that
continued enrollment loss will likely exert on the district's
operations. As revenues continue to fall, further expenditure
adjustments will be necessary in order to reduce the deficit
General Fund balance. Furthermore, a reduction in operating
revenue will result in additional growth in the share of General
Fund resources dedicated to debt service.

WHAT COULD CHANGE THE RATING -- UP
(or cause removal of the negative outlook)

- Trend of positive operations in the General Fund

- Considerable improvement in local economic conditions,
   including renewed tax base appreciation

WHAT COULD CHANGE THE RATING -- DOWN

- Further operating shortfalls that result in a weakened General
   Fund position

- Continued revenue losses that are not sufficiently offset with
   expenditure reductions

- Growth in the district's elevated debt burden

- Additional economic deterioration, such as an increase in
   unemployment or large declines in tax base valuations

- Filing for federal bankruptcy protection under Chapter 9 of the
   US Bankruptcy Code

Rating Methodology

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


DEX ONE: Suspending Filing of Reports with SEC
----------------------------------------------
Dex One Corporation filed a Form 15 with the U.S. Securities and
Exchange Commission to voluntarily terminate the registration of
its common stock.  There was no holder of the Company's common
stock as of June 3, 2013.  As a result of the Form 15 filing, the
Company is suspending its obligations to file reports with the
SEC.

                           About Dex One

Dex One Corp., headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  The company
employs 2,200 people across the United States.  Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T.  It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral.

Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a
prepackaged plan of reorganization designed to effectuate a merger
with SuperMedia Inc.  Dex One disclosed total assets of $2.84
billion and total liabilities of $2.79 billion as of Dec. 31,
2012.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel.  Pachulski
Stang Ziehl & Jones LLP is co-counsel.  Epiq Systems serves as
claims agent.

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley Corp., sought Chapter 11 protection in May 2009
(Bankr. Bank. D. Del. Case No. 09-11833 through 09-11852) and
changed its name to Dex One Corp. after emerging from bankruptcy
in January 2010.

As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC.

The Debtors emerged from Chapter 11 bankruptcy protection on
April 30, 2013.


DYNCORP INT'L: Moody's Rates Revised Bank Facility 'Ba2'
--------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to the revised
and amended bank facility of DynCorp International Inc.
Concurrently, all of the company's existing ratings, including the
B1 Corporate Family Rating, have been affirmed. The rating outlook
is stable. The pending amendment to the first lien credit facility
will extend the revolver maturity date by two years and change
some other terms.

Ratings assigned:

$150 million first lien revolver due 2016, Ba2, LGD2, 20%

$327.3 million first lien term loan due 2016, Ba2, LGD2, 20%

Ratings affirmed:

$150 million first lien revolver due 2014, Ba2, LGD2, 20% (rating
to be withdrawn upon transaction close)

$570 million first lien term loan due 2016, Ba2, LGD2 20%
(outstanding amount $327.3 million at present, rating to be
withdrawn upon transaction close)

$455 million 10 3/8% unsecured notes due 2017, B2, LGD5, to 74%
from 75%

Speculative Grade Liquidity, SGL-3

Ratings Rationale

Affirmation of the B1 Corporate Family Rating recognizes DynCorp's
scale, its proven effectiveness at serving U.S.
military/diplomatic operations throughout the world, and
likelihood that credit metrics should - even as fielded troop
numbers in Afghanistan decline -- remain commensurate with the
rating. As U.S. troop levels in-theatre wind down across 2013-
2014, the volume of work should not proportionally decline since
base consolidation and mobilization-related tasks under DynCorp's
LOGCAP segment (43% of 2012 revenues) will likely rise. At Q1-2013
debt to EBITDA was 4.9x with EBITDA to interest of 2.8x (Moody's
adjusted basis, which includes an operating lease adjustment and
excludes goodwill impairment charges), consistent with the rating.
Good cash flow characteristics of the defense services business
model suggest that DynCorp should be able to continue prepaying
debt across 2013-2014. Since 2010, the first lien term loan has
been reduced to $327 million from $570 million. The company's cash
tax rate will rise in 2013 and 2014, but potential to prepay
another $80 million to $100 million near-term seems high.

The Stable rating outlook continues despite the coming decline in
U.S. wartime budget authority. Free cash flow should stay strong
across 2014 while opportunities to sustain backlog beyond -
backlog/revenue of 1.3x at Q1-2013 - are several. Scale, services
diversity and field presence could help DynCorp compete for
contracts covering logistics/transport/disposition of U.S.
military equipment now positioned in Afghanistan; revenue
opportunities may be large depending on that mission's ultimate
scope. Well established credentials within the U.S. Department of
State (DoS) could help DynCorp vie for Afghanistan-based DoS
contracts that may emerge as the military campaign ebbs. While
many of the 60,000 or so U.S. troops will leave the region by late
2014, a portion may remain in place and the size of that presence
could offer a meaningful tail of LOGCAP revenues. Some recent
contract wins at the company's Aviation segment (33% of 2012
revenues) are also encouraging because those contracts are not
heavily based on Afghanistan-related activities and margins exceed
those of LOGCAP.

The Speculative Grade Liquidity Rating continues at SGL-3,
denoting an adequate liquidity profile. Expectation of free cash
flow generation near-term, a lack of scheduled debt amortizations
and good covenant headroom support the SGL-3. Working capital
needs have historically been low but acquisition processing
revisions of the federal government took hold during Q1-2013 and
boosted accounts receivables days to 80 from 68. In turn,
DynCorp's revolver borrowing level rose to $41 million from $0
during Q1-2013. With sequestration in place and the U.S. debt
ceiling likely to be reached this autumn, working capital needs
could again rise this year. Against a $3.9 billion revenue base,
the $150 million revolver commitment size seems rather small. The
revolver's July 2014 expiration date represents another
constraining liquidity consideration. Extension of the revolver
expiration date to 2016, as expected once the amendment closes,
will help the profile, as would expectation of a cash balance
closer to $100 million. (Unrestricted cash was $68 million at Q1-
2013.)

Upward rating momentum would depend on expectation of a good
liquidity profile, debt to EBITDA sustained around 4x or less,
with EBIT to interest above 2x. The outlook or ratings would be
lowered if the liquidity profile were to weaken, or if debt to
EBITDA were expected above 5x with retained cash flow to debt
below 10% (all ratios Moody's adjusted basis). Besides core
business performance, balance between the debt reduction and
investment initiatives will likely be important to rating
stability.

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

DynCorp International Inc., headquartered in Falls Church, VA,
provides mission-critical support services outsourced by U.S.
military, non-military U.S. governmental agencies and foreign
governments. DynCorp is an operating subsidiary of Delta Tucker
Holdings, Inc., which is majority-owned by affiliates of Cerberus
Capital Management, LP. Revenues for the twelve months ended March
29, 2013 were approximately $3.9 billion.


DYNCORP INT'L: S&P Affirms 'B+' CCR & Revises Outlook
-----------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on U.S.-based DynCorp International Inc.
and revised the outlook to stable from negative.  At the same
time, S&P affirmed its existing 'BB-' issue-level rating on the
company's proposed amended credit facility--which includes up to a
$50 million add-on to the revolver--with a '2' recovery rating,
indicating S&P's expectation of substantial (70%-90%) recovery in
a simulated payment default scenario.

"The outlook revision to stable reflects our belief that credit
metrics, which have improved over the past year as a result of
earnings growth combined with debt reduction, will remain
appropriate for the rating over the next year, including debt to
EBITDA between 4x and 4.5x," said Standard & Poor's credit
analyst Chris Mooney.  "Although we believe revenues and earnings
will likely decline due to U.S. defense budget pressures, the
company should still generate decent free cash flow, which--if
mostly used for debt reduction--should offset the impact of lower
earnings on credit ratios".

"We assess DynCorp's financial risk profile as "aggressive" due to
relatively high debt following a leveraged buyout in 2010 by
private-equity firm Cerberus Capital Management L.P.  We expect
the company to continue to reduce debt, but we believe bolt-on
acquisitions funded with internal cash are also possible.  We view
the likelihood of a dividend as low over the next two years given
the challenging operating environment DynCorp faces," S&P noted.

"We assess DynCorp's business risk profile as "weak" due to U.S.
defense budget reductions, increased price competition, limited
contract diversity, the risky nature of some of its operations,
and possible changes to U.S. foreign policy.  Roughly 75% of
DynCorp's revenues are derived from Afghanistan and the Middle
East.  The ratings benefit somewhat from the firm's leading market
positions," S&P added.

The outlook is stable.  S&P expects continued debt reduction to
offset the impact of lower sales and earnings over the next year,
such that debt to EBITDA remains between 4x and 4.5x.  S&P could
lower the rating if debt to EBITDA rises above 5x, which could be
the result of less-than-expected debt reduction, debt-financed
acquisitions or dividends, or greater-than-expected operating
challenges.  According to S&P's criteria, the company's ownership
by a private-equity firm and the potential for a debt-financed
dividend or other transaction that could significantly increase
leverage eliminates the possibility of an upgrade under the
current ownership structure.


EASTMAN KODAK: Seeks Approval to Hire Buck as Actuarial Consultant
------------------------------------------------------------------
Eastman Kodak Co.'s official committee of unsecured creditors
filed an application to hire Buck Consultants LLC as its actuarial
consultant.

The firm will provide actuarial consulting services in connection
with the retirement plans sponsored by Kodak and its subsidiaries,
and assist the committee in evaluating the companies' worldwide
pension liabilities.

Buck Consultants will be paid for its services on an hourly basis
and will receive reimbursement for work-related expenses.  The
hourly rates charged by the firm for professionals range between
$84 and $740.

The firm does not represent any other entity with adverse interest
in connection with Kodak's bankruptcy case, according to a
declaration by Mary Mitchell, a principal at Buck Consultants.

A court hearing to consider approval of the application is set for
June 20.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

There will be a hearing on June 13 for the U.S. Bankruptcy Court
in New York to consider approving disclosure materials so
creditors can begin voting on Kodak's plan.


EASTMAN KODAK: Gets Approval to Reject Contracts With CSI, et al.
-----------------------------------------------------------------
Eastman Kodak Co. obtained approval from U.S. Bankruptcy Judge
Allan Gropper to cancel its contracts with Creative Sensor Inc.,
Chicony Power Technology Co. Ltd., DecisionOne Corp. and Xpedx.  A
list of the contracts is available for free at http://is.gd/cxnMmq

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

There will be a hearing on June 13 for the U.S. Bankruptcy Court
in New York to consider approving disclosure materials so
creditors can begin voting on Kodak's plan.


EDISON MISSION: Sec. 341(a) Meeting Scheduled for June 20
---------------------------------------------------------
The U.S. Trustee for will convene a meeting of creditors in Edison
Mission Energy, et al.'s Chapter 11 case on June 20, 2013, at
11:00 a.m.  The meeting will be held at the Dirksen Federal
Building, Room 804, at 219 South Dearborn Street, in Chicago,
Illinois.

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

                       About Edison Mission

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

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

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

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

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

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

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

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

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


EMERITO ESTRADA: Files Chapter 11 in Puerto Rico
------------------------------------------------
Emerito Estrada Rivera Isuzu De PR Inc., a car dealer in Puerto
Rico, filed a bare-bones Chapter 11 petition (Bankr. D.P.R. Case
No. 13-04608) in Old San Juan, on June 4.  Alexis Fuentes
Hernandez, Esq., at Fuentes Law Offices, serves as counsel.  The
Debtor says its sole asset is a real property is worth $16.5
million.  It has $8.68 million in liabilities, of which $8.1
million is secured.


EPAZZ INC: Incurs $1.9 Million Net Loss in 2012
-----------------------------------------------
Epazz, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.90 million on $1.19 million of revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $336,862 on $735,972
of revenue for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.37 million
in total assets, $1.84 million in total liabilities and a $471,511
total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has an accumulated deficit of $(4,114,756) and a
working capital deficit of $(681,561), which raises substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

"We cannot be certain that any such financing will be available on
acceptable terms, or at all, and our failure to raise capital when
needed could limit our ability to continue and expand our
business.  We intend to overcome the circumstances that impact our
ability to remain a going concern through a combination of the
commencement of additional revenues, of which there can be no
assurance, with interim cash flow deficiencies being addressed
through additional equity and debt financing.  Our ability to
obtain additional funding for the remainder of the 2012 year and
thereafter will determine our ability to continue as a going
concern.  There can be no assurances that these plans for
additional financing will be successful.  Failure to secure
additional financing in a timely manner to repay our obligations
and supply us sufficient funds to continue our business operations
and on favorable terms if and when needed in the future could have
a material adverse effect on our financial performance, results of
operations and stock price and require us to implement cost
reduction initiatives and curtail operations.  Furthermore,
additional equity financing may be dilutive to the holders of our
common stock, and debt financing, if available, may involve
restrictive covenants, and strategic relationships, if necessary
to raise additional funds, and may require that we relinquish
valuable rights.  In the event that we are unable to repay our
current and long-term obligations as they come due, we could be
forced to curtail or abandon our business operations, and/or file
for bankruptcy protection; the result of which would likely be
that our securities would decline in value and/or become
worthless."

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

                        http://is.gd/m9QYDr

                         About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.


EVANS & SUTHERLAND: Shareholders Elect Two Directors
----------------------------------------------------
Evans & Sutherland Computer Corporation held its 2013 Annual
Meeting of Shareholders on May 16, 2013, at which the shareholders
elected David H. Bateman and Tim Pierce were elected as directors.
The shareholders ratified the selection of Tanner LC as the
independent registered public accounting firm for 2013 and
approved, on a non-binding discretionary basis, the compensation
paid to the Company's named executive officers.  The shareholders
also indicated "3 years" as the frequency of future advisory votes
on the compensation paid to the Company's named executive
officers.

                      About Evans & Sutherland

Salt Lake City, Utah-based Evans & Sutherland Computer Corporation
in conjunction with its wholly owned subsidiary, Spitz Inc.,
creates innovative digital planetarium systems and cutting-edge,
fulldome show content.  E&S has developed Digistar 5, the world's
leading digital planetarium with fulldome video playback, real-
time computer graphics, and a complete 3D digital astronomy
package fully integrated into a single theater system.  This
technology allows audiences to be immersed in full-color, 3D
computer-generated interactive worlds.  As a full-service system
provider, E&S also offers Spitz domes, hybrid planetarium systems
integrated with Digistar and a full range of theater systems from
audio and lighting to theater automation.  E&S markets include
planetariums, science centers, themed attraction venues, and
premium large-format theaters.  E&S products have been installed
in over 1,300 theaters worldwide.

The Company's balance sheet at March 31, 2013, showed
$23.7 million in total assets, $49.5 million in total liabilities,
and a stockholders' deficit of $25.8 million.

                Distress Termination of Pension Plan

"On Jan. 7, 2013, the Company submitted a PBGC Form 600 Distress
Termination, Notice of Intent to Terminate, to the PBGC.  The
notice filing initiates an application process by the Company with
the PBGC for the distress termination of the Pension Plan.

"The unfunded obligation of the Pension Plan, as reported on the
Company's financial statements was $28,252,000 as of March 29,
2013.  The Company believes business operations could produce
adequate funds to meet the contributions to the Pension Plan trust
in sufficient amounts to satisfy regulatory funding standards
through the first six months of 2014 but has stopped making such
contributions beginning in October 2012 in order to maintain
adequate working capital levels for business operations through
2014.

"If the distress termination is approved, the ERISA Title IV
insurance fund, which is administered by the PBGC would take
possession of the assets in the Pension Plan trust and pay future
Pension Plan benefits.  Through this process, the Company will
seek to negotiate, with the PBGC, a settlement of its Pension Plan
liabilities on terms that are feasible for the Company to continue
in business as a going concern through 2014 and beyond, which is
consistent with the purposes of the provisions of ERISA.  There
can be no assurance that the Company will be successful in these
efforts.  The condensed consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty."


EVERGREEN ACQCO1: S&P Corrects Rating; Rates $75MM Revolver 'B'
---------------------------------------------------------------
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
$715 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.

"We would consider lowering our 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 our 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.  We 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," S&P noted.

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 OIL: Files Schedules of Assets & Liabilities
------------------------------------------------------
Evergreen Oil, Inc., filed with the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets              Liabilities
   ----------------       --------------         --------------
A. Real Property             $5,154,311

B. Personal Property        $78,585,437

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                  $76,863,352

E. Creditors Holding
   Unsecured Priority
   Claims                                              $69,951

F. Creditors Holding
   Unsecured Non-priority
   Claims                                          $12,369,456
                          --------------          -------------
TOTAL                       $83,739,748            $89,302,759

                        About Evergreen Oil

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

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

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

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


EXIDE TECHNOLOGIES: Said to Be Preparing Ch.11 Filing by September
------------------------------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reports that
car-and machine-battery maker Exide Technologies Inc. is preparing
for a potential bankruptcy-protection filing by this summer, said
people familiar with the matter.

According to WSJ, sources disclosed restructuring professionals
working on the matter:

   -- restructuring lawyers at Skadden, Arps, Slate,
       Meagher & Flom LLP are working with Exide;

   -- law firm Akin Gump Strauss Hauer & Feld LLP
       is advising an independent board committee;

   -- Paul, Weiss, Rifkind, Wharton & Garrison LLP is
       working with some bondholders and Andrews Kurth
       LLP is working with convertible-note holders;

   -- Turnaround firm Alvarez & Marsal is working with
       the company;

   -- Investment bank Houlihan Lokey is working with
       some bondholders;

   -- Moelis & Co. is working with convertible-note holders

WSJ recounts that in early April, Exide disclosed it retained
Lazard Ltd. to review options for reworking its finances. Shares
sank about 48% to $1.37 after trade publication Debtwire initially
reported the Lazard hiring. The shares closed at 34 cents in 4
p.m. trading Thursday, down 16%.

Exide,based in Milton, Georgia, faces an about $56 million debt
payment in September.  According to WSJ, a person familiar with
the situation said any Chapter 11 filing isn't expected to include
the company's European operations, . These operations account for
more than half of the company's revenues.

Any Chapter 11 filing would be Exide's second in a decade.

The report also notes that Exide in April said it was suspending
operations at a Vernon, Calif., secondary lead-recycling facility
to comply with an order from the California Department of Toxic
Substances Control. The company had said it didn't know how long
the suspension of operations at the Vernon facility will last but
that the facility provides a "significant portion" of its domestic
lead requirements.


EXIDE TECHNOLOGIES: Director Dominic Pileggi Resigns
----------------------------------------------------
Dominic J. Pileggi notified the Chairman of the Board of Directors
of his decision to resign from his position as director, effective
May 29, 2013.  Mr. Pileggi's resignation did not result from any
disagreements with management or the Board.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the
Debtors in their successful restructuring.  The Court confirmed
Exide's Amended Joint Chapter 11 Plan on April 20, 2004.  The
plan took effect on May 5, 2004.  While it has emerged from
bankruptcy, reorganized Exide continues to resolve claims filed
against it in the Bankruptcy Court.


FLUX POWER: CEO and CFO OK Temporary Salary Reduction
-----------------------------------------------------
Chris Anthony, CEO, and Ron Dutt, CFO, have agreed to a temporary
reduced salary of $2,776 per month each from $16,750 and $14,166,
respectively.  This reduction will remain in effect until cash
flow from operations improves, additional financing is secured,
and until the Board of Directors approves subsequent changes.  All
other terms of Messrs. Anthony's and Dutt's employment agreements,
dated Oct. 20, 2009, and Dec. 11, 2012, respectively, remain
unchanged.

                          About Flux Power

Escondido, California-based Flux Power Holdings, Inc., designs,
develops and sells rechargeable advanced energy storage systems.

The Company reported a net loss of $231,000 on $700,000 of net
revenue for the nine months ended March 31, 2013, compared with a
net loss of $1.1 million on $3.0 million of revenue for the nine
months ended March 31, 2012.  The Company's balance sheet at
March 31, 2013, showed $2.5 million in total assets, $4.7 million
in total liabilities, and a stockholders' deficit of $2.1 million.

According to the quarterly report for the period ended March 31,
2013, there are certain conditions which raise substantial doubt
about the Company's ability to continue as a going concern.  "We
have a history of losses and have experienced a lack of revenue
due to the time to launch the Company's revised business strategy.
Our operations have primarily been funded by the issuance of
common stock.  Our continued operations are dependent on our
ability to complete equity financings, increase credit lines, or
generate profitable operations in the future.


FNBH BANCORP: Tim Westran a 5% Shareholder as of May 31
-------------------------------------------------------
Timothy Robin Westran disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that, as of May 31, 2013,
he beneficially owned 23,434 shares of common stock of FNBH
Bancorp, Inc., representing 5.15 percent of the shares
outstanding.  A copy of the Schedule 13G is available for free at:

                        http://is.gd/zY4JQ0

                        About FNBH Bancorp

Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding
company, which owns all of the outstanding capital stock of First
National Bank in Howell.  The Bank was originally organized in
1934 as a national banking association.  As of Dec. 31, 2011, the
Bank had approximately 85 full-time and part-time employees.  The
Bank serves primarily five communities, Howell, Brighton, Green
Oak Township, Hartland, and Fowlerville, all of which are located
in Livingston County.

FNBH disclosed net income of $329,000 in 2012, as compared with a
net loss of $3.57 million in 2011.  The Company's balance sheet at
March 31, 2013, showed $295.38 million in total assets, $285.44
million in total liabilities and $9.94 million in total
shareholders' equity.

BDO USA, LLP, in Grand Rapids, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

"The Corporation's subsidiary bank ("Bank") is significantly
undercapitalized under regulatory capital guidelines and, during
2009, the Bank entered into a consent order regulatory enforcement
action ("consent order") with its primary regulator, the Office of
the Comptroller of the Currency.  The consent order requires
management to take a number of actions, including, among other
things, increasing and maintaining its capital levels at amounts
in excess of the Bank's current capital levels.  As discussed in
Note 20, the Bank has not yet met the higher capital requirements
and is therefore not in compliance with the consent order.  As a
result of the uncertain potential impact of future regulatory
actions, circumstances exist that raise substantial doubt about
the Corporation's ability to continue as a going concern."


GMX RESOURCES: Kenworthy Out as CEO; Dave Baggett Takes Over
------------------------------------------------------------
Ken Kenworthy, Jr., notified GMX Resources Inc. of his resignation
from the Company's Board of Directors, as well as his resignation
as Chief Executive Officer of the Company, effective as of May 29,
2013.

On May 28, 2013, the Company appointed David Baggett as a Retained
Person pursuant to the Company's Superpriority Debtor-in-
Possession Credit and Guaranty Agreement.  In that capacity as the
Retained Person, Mr. Baggett will act as the Company's principal
executive officer.  Mr. Baggett's scope of responsibilities
include assuming the lead management position relative to guiding
the Company and its subsidiaries through the bankruptcy,
evaluation, development and negotiation of the restructuring of
the Company and its subsidiaries, including any asset purchase
agreements or auction bid procedures.  Mr. Baggett will report to
the Board of Directors of the Company, and hold direct
responsibility for all:

   (i) legal and sale/restructuring process decisions;

  (ii) marketing materials;

(iii) new expenditures or cash payments;

  (iv) financial and operational reporting to all constituents in
       the chapter 11 proceedings;

   (v) operational decisions;

  (vi) personnel decisions;

(vii) compensation decisions; and

(viii) internal management and employee meetings.

David Baggett, age 51, is the Founder and Managing Partner of
Opportune LLP, a consulting firm specializing in assisting energy
clients with corporate finance, complex financial reporting,
process and technology, strategy and organization, dispute
resolution, enterprise risk, tax and outsourcing.  Mr. Baggett
served as a director of Encore Energy Partners GP LLC, the general
partner of Encore Energy Partners LP, from September 2010 until
its merger with and into Vanguard Natural Resources, LLC in
December 2011 and served as the Chairman of the Audit Committee
and served on the Conflicts Committee.  Mr. Baggett has over 30
years of business experience, including six years as a partner
with Deloitte & Touche and six years as a senior executive in the
energy industry.  Mr. Baggett previously served on the boards of
American Plumbing and Mechanical (AMPAM), Genesis Energy, Inc.,
and ERCOT, the independent system operator for electrical markets
in Texas.  Mr. Baggett does not have any family relationships with
any director or executive officer of the Company.

On May 28, 2013, the Company entered into a letter agreement with
Opportune LLP for the purpose of Opportune providing the
management services of David Baggett as the Retained Person and
other services in connection with the restructuring.  Opportune
will bill the Company for the services of Mr. Baggett and any
additional personnel at hourly rates set forth in the Engagement
Letter.  The billable rate for Mr. Baggett will be $585 per hour.
However, at no time shall the professional fees payable to
Opportune in any month exceed $50,000 or that increased amount as
has been approved by the Company's Board of Directors.  The
Engagement Letter may be terminated by either party without cause
by giving 30 days' written notice to the other party.

                      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.


GOOD SAMARITAN: Moody's Cuts Rating on $64.5MM Bonds to 'B1'
------------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Ba2 the long-
term bond rating assigned to Good Samaritan Hospital's (PA) $64.5
million of outstanding bonds issued by the Lebanon County Health
Facilities Authority, PA. The rating outlook is changed to
negative, and the hospital is removed from under review.

Ratings Rationale:

The rating downgrade follows Good Samaritan Hospital's (GSH)
continued poor financial performance during 10 months of FY 2013,
following weak performance in FY 2012, with admissions and market
share declining in a demographically challenged area. The negative
rating outlook at the lower rating level reflects GSH's difficulty
operating as a standalone community hospital in an entrepreneurial
physician environment with a growing pension liability and
reliance on short-term government provider tax monies.

Challenges

* Continued, material operating losses through 10 months FY 2013,
   with an operating cash flow margin of 3% and -4.9% operating
   margin following a 2.5% operating cash flow margin at FYE 2012
   and -5.6 operating margin.

* Liquidity remains weak at 77 days cash and 57% cash to debt at
   ten months FY 2013; to maintain cash management has stretched
   payables, adopted MAP21 to smooth pension payments and deferred
   capital spending, with capital spending averaging less than
   half depreciation during FYs 2010-2012.

* GSH faces heavy competition in its secondary service area,
   which has resulted in declines in admissions and market share
   in recent years. Through 10 months FY 2013, admissions have
   fallen 8.8% compared to a year earlier after falling 9.4%
   during FY 2012. Inpatient admissions fell 22% from FY 2008-
   2012, though this is offset somewhat by an increase in
   observation stays.

* Service area continues to face intense entrepreneurial activity
   and physician alignment challenges.

* Pension liability grew to $52.8 million in FY 2012 (with
   comprehensive debt now nearly doubling direct debt liabilities)
   from $27.5 million in FY 2011; employer contributions grew to
   $6.7 million in FY 2012 from $5.5 million in FY 2011.

Strengths

* GSH is the sole inpatient provider in its primary service area.

* Moderate debt burden with no debt plans in the near future.

* GSH has a conservative debt structure with all fixed rate debt
   and no derivative exposure.

* Net recipient of state payments through provider tax program.

Outlook

The revised outlook to negative at the lower rating level reflects
GSH's difficulty operating as a standalone community hospital in
an entrepreneurial physician environment with a growing pension
liability and reliance on short-term government provider tax
monies.

What Could Change The Rating -- UP

With a negative outlook, an upgrade is unlikely in the near-term.
Over the longer-term sustained growth in all operating measures
and cash flow generation, allowing for continued de-leveraging and
strengthening of balance sheet and leverage indicators; reversal
of current inpatient demand trajectory

What Could Change The Rating -- DOWN

Continued operating losses and decline in cash flow; decline in
cash, increase in debt (or debt equivalents in the form of capital
leases) without commensurate increases in cash flow, or continued
declines in volumes

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


HARRON COMMUNICATIONS: S&P Rates $465MM Sr. Secured Debt 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '1' recovery rating to Harron Communications L.P.'s
proposed $465 million senior secured credit facilities.  The '1'
recovery rating reflects S&P's our expectation for very high (90%
to 100%) recovery for lenders in the event of a payment default.
The credit facilities consist of a $60 million revolving credit
facility due 2018, a $180 million term loan A due 2018, and a
$225 million term loan B due 2020.  S&P expects that proceeds will
be used to refinance loans under the company's existing credit
facilities, of which about $404.3 million was outstanding as of
March 31, 2013.

The 'B+' corporate credit rating and stable rating outlook on
Frazer, Pa.-based cable system operator Harron Communications L.P.
remains unchanged.  As a result of the refinancing, S&P expects a
modest decline in annual interest expense and no change in debt to
EBITDA, which was approximately 6.4x as of March 31, 2013, pro
forma for its $65 million notes add-on and shareholder redemptions
in May.  Under S&P's base-case scenario, it expects that debt to
EBITDA could decline to the low-6x area in 2013 based on continued
mid- to high-single-digit percent EBITDA growth.

The ratings on Harron incorporate S&P's view of the company's
"satisfactory" business risk profile, reflecting its good
profitability, its operations in less-competitive second-tier
markets, its position as the leading provider of pay-TV services
in its markets, and S&P's expectation of healthy growth prospects
for high-speed data (HSD) services.  Tempering risk factors
include a mature basic video services business with only modest
revenue growth prospects, below-industry-average HSD and telephone
penetration, and competitive pressures from direct-to-home (DTH)
satellite providers for video services and local telephone
companies for HSD and voice services.  S&P views the company's
financial risk profile as "highly leveraged," given S&P's
expectation that fully adjusted debt to EBITDA will remain above
5x over the next few years, and that funds from operations (FFO)
to debt will remain below 12%.

RATINGS LIST

Harron Communications L.P.
Corporate Credit Rating                            B+/Stable/--

New Rating

MetroCast Cablevision of New Hampshire LLC
Gans Communications L.P.
MetroCast Communications of Connecticut LLC
MetroCast Communications of Mississippi LLC

Senior Secured*
  $60 Mil. Revolving Credit Fac. Due 2018           BB
     Recovery Rating                                1
  $180 Mil. Term Loan A Due 2018                    BB
     Recovery Rating                                1
  $225 Mil. Term Loan B Due 2020                    BB
     Recovery Rating                                1

* Harron Communications L.P. is the guarantor.


HD SUPPLY: BofA, et al., Commit to Amend $1.5BB ABL Credit Pact
---------------------------------------------------------------
HD Supply, Inc., entered into a commitment letter with General
Electric Capital Corporation, Bank of America, N.A., Barclays Bank
PLC, JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Credit
Suisse AG, Cayman Islands Branch, Citigroup Global Markets Inc.,
on behalf of itself and Citibank, N.A., Citicorp USA, Inc.,
Citicorp North America, Inc., Deutsche Bank Trust Company
Americas, UBS Loan Finance LLC, Goldman Sachs Bank USA, PNC Bank,
National Association and SunTrust Bank, under which the Lenders
have committed to provide the Company with an amendment to its
existing ABL Credit Agreement, dated as of April 12, 2012, in the
aggregate principal amount of $1,500,000,000.  The commitment to
enter into the Amendment will expire on Oct. 15, 2013, and is
subject to the initial public offering of HD Supply Holdings, Inc.

The Amendment will (i) reduce the applicable margin for borrowings
under the ABL Facility by 0.25 percent; (ii) reduce the commitment
fee applicable thereunder; (iii) extend the maturity date of the
ABL Facility to the date that is five years from the Amendment
effective date; (iv) make certain changes to the borrowing base
and (v) reduce the sublimit available for letters of credit under
the ABL Facility from $400 million to $250 million.

A copy of the Commitment Letter is available for free at:

                        http://is.gd/zMqFrp

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

For the 12 months ended Feb. 3, 2013, the Company incurred a net
loss of $1.17 billion on $8.03 billion of net sales, as compared
with a net loss of $543 million on $7.02 billion of net sales for
the 12 months ended Jan. 29, 2012.  The Company's balance sheet at
Feb. 3, 2013, showed $7.33 billion in total assets, $8.92 billion
in total liabilities and a $1.59 billion total stockholders'
deficit.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HERCULES OFFSHORE: Repurchase Offer Expires; $61MM Notes Tendered
-----------------------------------------------------------------
The offer to repurchase all of the outstanding 3.375 percent
convertible senior notes due 2038 issued by the Company on June 3,
2008, expired on May 31, 2013.  The Company has been advised by
the Paying Agent that $61,274,000 aggregate principal amount of
Notes were tendered pursuant to the terms of the Optional Put
Repurchase Offer and not withdrawn.  The Company has accepted all
those Notes for payment, and, in accordance with the terms of the
Notes, the Indenture and the Offer Statement, the Company has
forwarded to the Paying Agent the appropriate amount of cash
required to pay the Optional Put Repurchase Price for the validly
surrendered Notes.

Pursuant to the terms of the Indenture, the Paying Agent will
promptly distribute cash to all holders of tendered Notes that
have previously surrendered the applicable Notes and will promptly
distribute cash to the holders of tendered Notes not yet
surrendered once those holders surrender the applicable Notes.
The Paying Agent will return to the Company any cash that remains
unclaimed after two years, together with interest, if any, on that
cash.  As of the close of business on May 31, 2013, after giving
effect to the repurchase of the Notes pursuant to the Optional Put
Repurchase Offer, $7,027,000 aggregate principal amount of Notes
remained outstanding.

                      About Hercules Offshore

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

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

                           *     *     *

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

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


HERMES FINANCIAL: In Default of TSX Venture Exchange's Policies
---------------------------------------------------------------
Hermes Financial Inc. on June 6 disclosed that at the request of
the TSX Venture Exchange this press release is being issued to
acknowledge that the Company is offside the Exchange's
requirements for holding an Annual General Meeting for the second
time.  The Exchange's regulations require issuers to hold an
Annual General Meeting within 15 months of the previous AGM.

While the Company remains in default of the Exchange's Policies,
the Company has received an Order dated May 30, 2013 from the
Court of Queen's Bench of Alberta extending the date for the
Company's next AGM until December 20, 2013.

The Company had on May 30, 2013, issued a Notice of Meeting and
Record Date which it filed on SEDAR and set the AGM to be held on
December 20, 2013.  However this was done in error as it was filed
prior to NI 54-101 Policy of SEDAR filing 25 days prior to the
record date.  The Company undertakes to hold an AGM prior to the
extended deadline date and issue a Notice of Meeting and Record
Date in accordance with NI 54-101 once it has found an outside
director to meet TSX requirements.  The Company has undertaken to
the Exchange that it will hold its future annual meetings within
the time period required by the Exchange's Policies.

Hermes Financial Inc. is a Canada-based company.  The principal
business of the Company is the development, exploration and
production of oil and gas located in Alberta, Canada.  On December
18, 2009, the Company completed its Qualifying Transaction by
acquiring certain petroleum properties in Alberta.


HIGHWAY TECHNOLOGIES: Final DIP Hearing on June 10
--------------------------------------------------
Highway Technologies Inc. and HTS Acquisition Co. will ask final
court approval at a hearing set for 11:00 a.m., June 10, of their
request to borrow $3 million to fund the liquidation of their
assets in an orderly fashion.

Judge Kevin J. Carey on May 24 granted interim approval of the DIP
financing, thus allowing the Debtors to access $2 million pending
final approval.

The DIP facility is being provided by Oak Hill Special
Opportunities Fund, L.P., Oak Hill Special Opportunities Fund
(Management), LP and Wynnchurch Capital Partners II, L.P., which
are a subset of the prepetition lenders.

The DIP facility consists of a multi-draw term loan facility in an
aggregate principal amount of up to $3 million.  The DIP lenders
will receive a DIP fee equal to 3% of the DIP loans.  The DIP
loans will bear interest at 10% per annum, with the interest
rising to 12% in the event of default.

The DIP facility will mature July 31, 2013, or earlier if the
Debtors fail to accomplish any of these milestones:

    * Entry of an interim DIP order by May 24, 2013.

    * Approval of the auction procedures by June 11, 2013.

    * Entry of the final DIP order by June 11, 2013.

    * Auction conducted by July 15, 2013.

The Court's interim order also authorizes the Debtor to use cash
collateral.  The Debtors will grant Ableco Finance LLC, as
administrative agent and collateral agent for the prepetition
lenders, adequate protection including replacement liens.

               Sureties Worried About Projects

Argonaut Insurance Company, which issued 30 performance and
payment bonds totaling $10 million for the Debtor's projects
located in six states, says any DIP financing order should require
segregation of cash collateral arising from bonded projects and
prohibit the Debtors' use of such funds.

"The Debtors have no ongoing operations, told over 90% of their
employees to go home, and have ceased project performance in the
field.  Due to the nature of the Debtors' business (traffic
control) and the Debtors' failure to implement a plan for smooth
transition of the projects prepetition there are serious public
safety issues.  Argo Surety has already been contacted by
numerous obligees on bonded projects to address life safety issues
impacting the traveling public," Argonaut Surety tells the Court.

Argonaut says that due to the Debtors' default on the bonded
projects, the contract balances and any affirmative claims of the
Debtors on the bonded projects do not constitute property of the
Estate under Section 541 of the Bankruptcy Code.

Argonaut, aside from filing an objection, has filed a motion for
relief from the automatic stay so that the bonded projects can be
completed and administered (whether by Argonaut, the obligees, or
third parties).  Another surety, Aspen American Insurance Company,
filed a similar motion for lift stay.

Argonaut is represented by:

         WHITEFORD TAYLOR & PRESTON LLC
         Thomas J. Francella, Jr., Esq.
         The Renaissance Centre
         405 North King Street, Suite 500
         Wilmington, DE 19801
         Telephone: (302) 357-3252
         Facsimile: (302) 357-3272
         E-mail: tfrancella@wtplaw.com

                   - And -

         LANGLEY WEINSTEIN LLP
         Keith A. Langley, Esq.
         Gina D. Shearer, Esq.
         901 Main Street, Suite 600
         Dallas, TX 75202
         Telephone: (214) 722-7161
         Facsimile: (214) 722-7160
         E-mail: klangley@lwllp.com

Aspen American Insurance is represented by:

         DUANE MORRIS LLP
         Richard W. Riley, Esq.
         Sommer L. Ross, Esq.
         222 Delaware Avenue, Suite 1600
         Wilmington, Delaware 19801-1659
         Tel: (302) 657-4900
         Fax: (302) 657-4901
         E-mail: rwriley@duanemorris.com
                 slross@duanemorris.com

                 About Highway Technologies

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

Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC is the claims and
notice agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.


HIGHWAY TECHNOLOGIES: Seeks OK for Pachulski, Imperial Hiring
-------------------------------------------------------------
Highway Technologies Inc. and affiliate HTS Acquisition Inc. seek
approval from the Bankruptcy Court to employ Pachulski Stang Ziehl
& Jones LLP as their bankruptcy counsel and Imperial Capital, LLC,
as financial advisor.

A hearing is slated for June 27, 2013 at 3:00 p.m.  Objections are
due June 7 at 4:00 p.m.

The principal attorneys and paralegals at PSZ&J presently
designated to represent the Debtors are:

      Personnel                     Hourly Rate
      ---------                     -----------
      Richard M. Pachulski             $995
      Debra I. Grassgreen              $875
      Bruce Grohsgal                   $750
      Maria A. Bove                    $645
      John W. Lucas                    $555
      Kathleen F. Finlayson            $295
      Kati L. Suk                      $235

PSZ&J received payments totaling $375,000 during the year prior to
the Petition Date in connection with its prepetition
representation of the Debtors.

Imperial will, among other things, provide analysis of the
Debtors' operations, provide financial valuation, assist in
developing a restructuring plan, and assist in any asset sales.
Imperial will receive a monthly advisory fee of $150,000 per month
for the first 2 months and $100,000 per month thereafter.  In the
event of a restructuring, Imperial will earn a restructuring fee
equal to 5 percent of the aggregate of all consideration received
by the Debtors.  In the event of a sale of the assets, Imperial
will be entitled to a sale transaction fee under these terms:

    * If the Company files a notice pursuant to a sale procedures
      motion to approve an intact branch sale within 45 days of
      the Petition Date, the company will be charged 7.5% on the
      gross proceeds, which amount will be payable at the
      applicable closing.  In exchange for Imperial working with
      Hilco Industrial, LLC to finalize any branch sale, Imperial
      and Hilco will split the transaction fee.

    * If the Company files a notice pursuant to a sale procedures
      motion to approve a bulk sale within 45 days of the Petition
      Date, Hilco will be entitled to charge an industry standard
      buyer's premium of 15 percent for machinery and equipment
      that is sold.  In exchange for Imperial working with Hilco
      to finalize any such sale, Imperial will be entitled to 25
      percent of the buyer's premium collected by Hilco.

To the best of the Debtor's knowledge, Imperial and PSZ&J do not
hold or represent any interest adverse to the Debtors' estates and
is a "disinterested person" as that phrase is defined in Sec.
101(14) of the Bankruptcy Code.

                      KCC Hiring Approved

The Debtors have obtained approval from the Bankruptcy Court to
hire Kurtzman Carson Consultants LLC as noticing and claims agent.

The Debtors will pay KKC for its services, expenses and supplies
at the rates or prices in accordance with the KCC Fee Structure.
The Debtors also agree to pay the reasonable out of pocket
expenses incurred by KCC in connection with the services provided.

The document containing the Fee Structure was not included in the
application posted in KCC's Web site.

                  About Highway Technologies

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

Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC is the claims and
notice agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.


HORIZON LINES: Names Bill Hamlin as EVP and COO
-----------------------------------------------
William A. Hamlin has been named executive vice president and
chief operating officer of Horizon Lines, Inc.

In his new role, Mr. Hamlin will continue to report to Sam
Woodward, president and chief executive officer.  Mr. Hamlin
joined Horizon Lines in March 2011 as Senior Vice President of
Operations.  His responsibilities include ocean transportation
services, inland transportation, terminals, equipment management,
maintenance, network management, labor relations, security, safety
and environmental.

"Bill has successfully managed our company's complex operating
environment since joining Horizon Lines just over two years ago,"
Mr. Woodward said.  "He came to us as a widely respected industry
executive and has continued to demonstrate strong leadership and
clear vision during his tenure here.  He has earned the confidence
and trust of his colleagues and is the best person to lead
operations as we strive to attain our vision of the future."

Mr. Hamlin joined Horizon Lines from Jamian McElroy & Hamlin, LLC,
a consulting firm specializing in transportation and
infrastructure, domestic and international security and
environmental issues.  He served as a partner at the firm from
2009 to 2011.

Prior to that, Mr. Hamlin held various executive positions with
Norwegian Cruise Line Holdings Ltd., which he joined in 2004.
During his tenure, he was responsible for fleet operations and new
builds, and he led the project team in France that built the $1.2
billion Norwegian Epic, the second-largest cruise ship ever built
at that time.

From 1999 to 2004, Mr. Hamlin worked for APL Ltd., where he rose
to President of APL's Americas Region after serving as Vice
President of Operations, with responsibility for all port,
equipment and inland transportation for the Americas.  He also
served as President of the company's Eagle Marine Services, with
responsibility for operations of four West Coast U.S. terminals in
Los Angeles, Oakland, Seattle and Dutch Harbor, Alaska.

Mr. Hamlin is a graduate of the University of Maine, and he began
his career taking a position in Saudi Arabia.  He held several
positions in international trade and transportation in Riyadh and
Jeddah before joining U.S. Lines in 1984, where he was stationed
in both Saudi Arabia and Brazil.

In 1986, Mr. Hamlin joined Horizon Lines' predecessor, Sea-Land
Service, Inc.  During his tenure with Sea-Land, Mr. Hamlin's
responsibilities included managing the global container and
chassis fleet, as well as rail and truck operations.  He was Vice
President, Transportation and Equipment Operations when he left
Sea-Land in 1999 to join APL.

Mr. Hamlin has served on the board of directors of the Pacific
Maritime Association and the Pacific Merchant Shipping
Association, as well as the North America Maritime Ministry
Association and the Ocean Carrier Equipment Management
Association.  He is a current board member of the University of
Denver Intermodal Transportation Institute.

In connection with Mr. Hamlin's appointment, the Board of
Directors approved an annual base salary of $330,000, an annual
target bonus pursuant to the Company's Cash Incentive Plan of 60
percent of his annual base salary, and a grant of 175,000
additional restricted stock units.

                        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.


HUDBAY MINERALS: Moody's Lowers Corp. Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service downgraded HudBay Minerals Inc.'s
corporate family rating (CFR) to B3 from B2, downgraded its
probability of default rating to B3-PD from B2-PD, affirmed its B3
senior unsecured notes ratings and affirmed its speculative grade
liquidity rating at SGL-3. The ratings outlook is stable.

Ratings Rationale

The rating action reflects Moody's belief that HudBay will likely
require additional capital of around $400 million to complete
development of its various growth projects and that the company
will at least partially fund this requirement with debt rather
than equity, as the rating had previously assumed. In addition,
weaker than expected metal prices have reduced HudBay's earnings
and weakened its liquidity compared to previous expectations.
HudBay's senior unsecured rating has been affirmed at B3 although
Moody's notes that this rating could face downward pressure if
HudBay obtains additional prior ranking indebtedness as part of
any financing plans.

HudBay's B3 corporate family rating is driven by its small scale,
concentration of near term activity in one underground copper and
zinc mine in Canada and sizeable execution risks associated with
the company's $1.5 billion Constancia copper mine in Peru and $794
million Lalor copper, zinc and gold mine in Canada. While the
company's low-cost position, stable production at its flagship 777
mine and initial production at Lalor should support a base of
earnings until production at its new developments begin to ramp up
more substantially in late 2014, Moody's expects the company's
leverage will remain in excess of 7x through this timeframe.

HudBay's $1 billion in cash, $250 million in unused committed
revolver availability and $250 million of remaining proceeds to be
received under existing streaming transactions provide adequate
liquidity to fund its growth plans over the next year. Liquidity
capacity to absorb unforeseen adverse events however is minimal.

The stable outlook reflects Moody's expectation that the company's
key credit metrics will remain weak for the rating through 2014
but begin to improve significantly in early 2015 and that the
company will maintain adequate liquidity.

The ratings could be lowered if HudBay is unable to complete its
current growth projects on-time and on-budget, if production
challenges arise at the 777 mine or if the company's liquidity
becomes weak (ie SGL-4). Upward rating pressure could occur if
execution risks related to the development of Constancia and Lalor
diminish and if leverage were expected to be sustained towards
4.5x.

HudBay is a Canadian mining company that mines copper, zinc, and
precious metals. The company's primary operating asset is the
underground 777 mine located in Flin Flon, Manitoba. It is
currently developing a $1.5 billion copper mine in Peru
(Constancia) and $794 million copper, gold and zinc mine in
Manitoba. Annual revenues total roughly $700 million.

The principal methodology used in this rating was the Global
Mining Industry Methodology published in May 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.


IGPS COMPANY: Files Chapter 11 to Sell Assets to Balmoral Group
---------------------------------------------------------------
iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a
group led by Balmoral Funds LLC, absent higher and better offers.

iGPS Company -- http://www.igps.net-- is the first and only
plastic pallet pooling rental and leasing company in the U.S. It
offers plastic pallets with embedded radio frequency
identification (RFID) tags.  Founded in 2006, the company is
headquartered in Orlando, Florida, and has a sales and innovation
center in Bentonville, Arkansas.

The Debtor estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.

According to the board resolution authorizing the bankruptcy,
Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment
LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA
VIII iGPS Blocker, LLC, owns 12.27%.

                        Road to Bankruptcy

Recently, the company encountered significant challenges due to
higher than forecasted numbers of unreturned and damaged pallets,
which resulted in a default under its prepetition credit facility.

The Debtor has $148.8 million in principal outstanding under an
asset-based lending facility from lenders previously led by Bank
of America, N.A., as administrative agent.  The Debtor estimates
that it has no unrestricted cash equivalents and has $400,000 of
cash collateral in its accounts.  BofA delivered a notice of
default in January 2012 and later signed waivers and a forbearance
agreement that expired April 15, 2013.

Gross revenues were $153.9 million, $172.1 million and $118.5
million in 2010, 2011, and 2012, respectively.

Immediately before the bankruptcy filing, the company cut its
workforce from 140 people to 54.

                        Sale of the Assets

Houlihan Lokey, which was tapped as investment banker in December
2012, conducted and extensive market process for the assets.  The
Company negotiated a sale agreement with Balmoral Funds LLC but
the parties ultimately were unable to reach a final agreement.

Immediately before the bankruptcy filing, the lenders agreed to
sell their claims and interests under the credit facility to iGPS
Logistics, a Delaware limited liability company formed as a joint
venture by and among Balmoral, One Equity Partners, a shareholder
of Schoeller Arca Systems Holdings B.V., and Jeff and Robert
Liebesman.  Simultaneously therewith, the group and the Company
entered into the asset purchase agreement.

iGPS Logistics has agreed to serve as the stalking horse bidder
for the sale of substantially all of the Debtor's assets in a
competitive and public Chapter 11 auction process.

The Debtor has obtained agreement of Crystal Financial LLC to
provide the Debtor with a $12 million DIP facility to fund
operations during and after the Chapter 11 sales process.

The Debtor expects to consummate the sale within 30 to 45 days.

                         First Day Motions

The Debtor has filed a variety of first day motions.  It is
seeking approval from the bankruptcy court to pay prepetition
wages and benefits of 54 remaining employees, to stop utility
companies from discontinuing service, pay insurance premiums,
maintain its customer rebate programs, pay prepetition trust fund
taxes, and pay postpetition administrative expense priority claims
of "essential service providers".

The Debtor also filed a motion seeking to enforce the turnover
provisions of the Bankruptcy Code.  The Debtor says that it
employs 10 million pallets through its pooling systems.  The
Debtor says that its inability to recover pallets in the
possession of third parties during the Chapter 11 case could cause
disruption to operations of the business.

Moreover, the Debtor is seeking permission to (i) enter into a
senior secured, superpriority DIP financing facility of up to $12
million with Crystal Financial, and (ii) use cash collateral of
the prepetition lenders.

The Debtor has tapped Fox Rothschild LLP and White & Case LLP as
attorneys; Shaun Martin of Winter Harbor LLC as chief
restructuring officer; and AlixPartners LLC as claims and noticing
agent.


INTERLEUKIN GENETICS: Has No Outstanding Preferred Stock
--------------------------------------------------------
Interleukin Genetics, Inc., entered into a Common Stock Purchase
Agreement with various accredited investors, pursuant to which
Interleukin sold securities to the Purchasers in a private
placement transaction.  Immediately prior to the closing of the
Offering, and in accordance with the terms of the Purchase
Agreement, all outstanding shares of the Company's Series A-1
convertible preferred stock, $0.001 par value per share and the
Company's Series B convertible preferred stock, $0.001 par value
per share, were converted into shares of the Company's common
stock, $0.001 par value per share.  Accordingly, the Company
currently has no outstanding preferred stock.

In connection with the Preferred Stock Conversion, following
authorization from the Company's Board of Directors on May 30,
2013, the Company filed a Certificate of Elimination with the
Secretary of State of the State of Delaware on May 31, 2013, which
was effective upon filing.  The Certificate of Elimination
eliminates from the Company's Certificate of Incorporation all
matters set forth in the Certificate of Designations with respect
to the Series A-1 Preferred Stock and the Series B Preferred Stock
and returns all those shares to the status of authorized and
unissued shares of the preferred stock of the Company, without
designation as to series.

                          Board Committees

On May 30, 2013, the Board appointed members of its committees as
follows:

  1) Audit Committee: Goran Jurkovic, Lionel Carnot and
         William C. Mills III (chair);

2) Compensation Committee: William C. Mills III, Roger
         Colman and Dayton Misfeldt (chair); and

     3) Nominating Committee: Lionel Carnot and Roger Colman
        (chair).

                         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."


INSPIREMD INC: Inks Master Services Agreement with Medpace
----------------------------------------------------------
InspireMD Ltd., a wholly-owned subsidiary of InspireMD, Inc.,
entered into a master services agreement with Medpace, Inc.,
pursuant to which Medpace will perform certain services related to
the management and execution of clinical trials involving
InspireMD's medical device products.  The scope and timing of
Medpace's work, the compensation to be paid to Medpace and each
party's responsibility for compliance with applicable regulations
under the Services Agreement will be determined on a Trial-by-
Trial basis.  The Services Agreement may generally be terminated
by either party upon 60 days prior notice, depending upon the
status of the Trial for which Medpace is performing services at
that time.

InspireMD will have exclusive rights to the data produced by any
Trial and Medpace will transfer to InspireMD all rights to any
intellectual property developed during any Trial or relating to
any Trial or to InspireMD's products or data being used during any
Trial.  Medpace, however will maintain its ownership of all
computer programs, software, applications, proposals and other
documentation used by Medpace that were not derived from or
developed solely for InspireMD, as well as any alterations and
improvements to those systems, software, applications or processes
that were developed or made during any Trial, so long as such
alterations and improvements were not through the use of any
InspireMD data or materials.  All data produced by any Trial will
be kept confidential by both parties.

On May 31, 2013, InspireMD provided written notice to Harvard
Clinical Research Institute, Inc., of the termination of the
Clinical Trial Services Agreement, dated as of Oct. 4, 2011,
between InspireMD and Harvard.  The termination of the Clinical
Trial Services Agreement will be effective as of July 30, 2013.
Under the Clinical Trial Services Agreement, Harvard was to
conduct a study entitled "MGuard Stent System Clinical Trial in
Patients with Acute Myocardial Infarction" on behalf of InspireMD.
InspireMD terminated the Clinical Trial Services Agreement and
entered into the Services Agreement with Medpace as a result of a
re-evaluation of its clinical trial programs.

                          About InspireMD

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

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

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

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

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


IZEA INC: Director Extends Maturities of Notes to Aug. 31
----------------------------------------------------------
IZEA, Inc., entered into an agreement with Brian W. Brady, a
director of the company, to extend the maturities on the Company's
promissory notes payable to him of $500,000 dated April 11, 2013,
and $250,000 dated May 22, 2013, until to Aug. 31, 2013.

In consideration of the loans and their extensions, the Company
has issued to Mr. Brady a warrant to purchase 1,000,000 shares of
Common Stock at $0.25 per share exercisable until May 31, 2018.
The Company has also agreed to issue upon the closing of a future
contemplated financing, 1,687,500 restricted stock units, which
vest upon the earlier of two years after issuance or completion of
a transaction resulting in the change in control of the Company
company, and a warrant to purchase 3,187,500 shares of Common
Stock at $0.25 per share exercisable in whole or in part during
the five years following the date of issuance.

Concurrently with the closing of a future contemplated financing,
Mr. Brady has agreed to convert the $750,000 principal amount and
accrued interest under both promissory notes into equity on the
same terms and conditions as are applicable to other investors in
the financing.  All other terms and conditions of the notes remain
the same.

A copy of the Agreement is available for free at:

                        http://is.gd/IuA4j7

                          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.

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.

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.


IZEA INC: Distributes Company Overview to Outside Parties
---------------------------------------------------------
IZEA, Inc., began distributing general company information through
May 31, 2013, to outside parties.  A copy of the Company Overview
is available for free at http://is.gd/GWfgcH

                         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.

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.

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.


JACKSONVILLE BANCORP: Amends Form S-1 Preliminary Prospectus
------------------------------------------------------------
Jacksonville Bancorp, Inc., has amended its registration statement
on Form S-1 relating to the distribution to holders of the
Company's common stock, par value $0.01 per share, nontransferable
subscription rights to purchase up to 10 million shares of common
stock at a proposed maximum offfering price of $5 million.

The subscription rights will expire if they are not exercised by
5:00 p.m., New York time, on [___], 2013, unless the Company
extends the rights offering period.

The Company's common stock is listed on the Nasdaq Stock Market
under the symbol "JAXB."  On [___], 2013, the last reported sale
price of the Company's common stock on the Nasdaq Stock Market was
$[___] per share.

A copy of the Form S-1, as amended, is available at:

                        http://is.gd/FCduc4

                     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.


JEFFERSON COUNTY: JPMorgan Takes Larger Loss Than Others
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, was to tell bankruptcy
judge at a hearing set last June 5 about a term sheet laying out a
settlement negotiated with holders of 78 percent of the $3.1
billion in sewer debt at the core of the county's financial
problems.

According to the report, the county's bankruptcy lawyer told the
county commission at a meeting June 4 that the agreement is the
foundation for a Chapter 9 municipal bankruptcy plan that could
enable the county to emerge by the year's end.  JPMorgan Chase &
Co., the owner of $1.22 billion in bonds, makes the largest
concessions, partly so other bondholders will recover more.  In
addition to waiving $842 million of the sewer debt, the bank will
waive a $657 million swap debt, resulting in an 88 percent total
write off by JPMorgan.

The report notes that the bondholders will be paid $1.84 billion
through a refinancing, according to the term sheet distributed at
the meeting.  The agreement limits rate increases for sewer
customers to 7.4 percent in each of the first four years.  The
county said the agreement is more favorable that the compromise in
discussion before bankruptcy.  In addition to JPMorgan, other
parties to the agreement are seven hedge funds and three bond
insurers, according to the term sheet.

The Bloomberg report discloses that the county previously said it
would file a plan by the end of June, with or without an
agreement.  At the time, the county said there was a group of
bondholders who weren't negotiating and might vote against a plan
in any event, the lawyer said.

                           4-1 Vote

Lawyers for Jefferson County will present in federal bankruptcy
court in Birmingham a refinancing agreement after a five-member
commission approved the terms in a 4-to-1 vote, Mary Williams
Walsh for the New York Times reports.

Elected leaders of Jefferson County met behind closed doors
Tuesday to discuss a deal to slash some of the $3.1 billion in
sewer debt.

According to a term sheet circulated in a meeting of the county
commission on Tuesday, the refinancing agreement covers debt held
by creditors that include: (i) JPMorgan Chase, which holds about
$1.22 billion of the sewer debt; (ii) three bond insurers; and
(iv) seven hedge funds.  The terms call for these creditors to
receive about $1.84 billion for the $2.4 billion of debt they now
hold.

Ms. Walsh reports that as part of the proposed agreement, a
lawsuit by the county against JPMorgan over the improprieties
would be resolved.  JPMorgan is giving up $842 million, or about
70 percent, of the face value of its debt, Ms. Walsh relates,
citing people briefed on the negotiations.

Citing people briefed on the negotiations, Ms. Walsh says that the
agreement covers about $2.4 billion of the county's total $3.078
billion in sewer debt, and would position the county to emerge
from bankruptcy in a matter of months.  Ms. Walsh says that if the
refinancing goes forward, public creditors on the sewer debt will
be offered either: (i) 80 cents for every dollar of sewer debt
they hold, if they relinquish all other claims; or (ii) 65 cents
on the dollar with the right to pursue their own claims against
the county or its bond insurers.

                          Tight Deadlines

Katy Stech writing for Dow Jones' DBR Small Cap reports that the
deal that Jefferson County, Ala., leaders cut with Wall Street to
shave $1.25 billion off its sewer-system debt sets up a frantic
few months for attorneys and financial professionals who now have
until Dec. 20 to fulfill the deal's promises.

                      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.


JEH COMPANY: Seeks to Use Frost Bank Cash Collateral
----------------------------------------------------
JEH Company seeks approval from the bankruptcy court to use cash
collateral of Frost Bank.

JEHCO said it was forced to file for bankruptcy protection because
the Debtor had inadequate cash flow and missed several payments to
several parties.  The principals of the Debtor believe the company
has sufficient resources to address those obligations.

JEHCO has identified Frost Bank as a lender asserting liens
against assets that constitute cash collateral.  Frost Bank is
owed $3.5 million in principal under a loan to JEHCO and $2.55
million in principal under a loan to debtor JEH Stallion Station,
Inc., and non-debtor JEH Pipeline Co. Inc.

JEHCO says that interim use of cash collateral will be limited to
only those expenses that are actual and necessary in connection
with the continued operation of the business.  The Debtor is
seeking to pay, among other things, prepetition obligations
totaling $175,000 to employees.  No employee would receive in
excess of $11,725.

"If operations are ceased, the value of the property against which
the liens of the secured creditor attach, may decline.  If
operations are ceased, the opportunity of the Debtor to generate
adequate income to repay outstanding obligations may be
inadequate.  The Debtor believes that with appropriate
restructuring and debt repayment that is consistent with the cash
flow of the Debtor, the operations of the Debtor can be
profitable," avers Mark J. Petrocchi, Esq., at Griffith, Jay &
Michel, LLP, counsel for the Debtor.

The Debtor states that it will offer "fair protection" to the
secured creditor, included but not limited to providing regular
reporting consistent with the reporting provided to the United
States Trustee, reasonable additional reporting generally prepared
by the Debtor or which may be prepared by the Debtor without undue
burden, and a replacement lien to protect against the diminution
of the value of the estate of the Debtor.

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.

JEH Company estimated at least $10 million in assets and
liabilities.

Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.


JEH COMPANY: Proposes Griffith Jay as Bankruptcy Counsel
--------------------------------------------------------
JEH Company and its debtor-affiliates seek approval from the
Bankruptcy Court to employ Griffith, Jay & Michel, L.L.P., as
counsel.

GJM will, among other things, advise the Debtors generally with
respect to general and restructuring matters, and will advise the
Debtors with respect to matters that generally arise in this
matter or an ordinary chapter 11 case.

In connection with this engagement, JEHCO tendered the payment of
$60,000 as a retainer.  Debtor JEH Stallion Station, Inc.,
tendered a retainer of $10,000.

The Debtors propose that the compensation to be paid to GJM be
based on the hourly rate for each attorney, paralegal or other
person who performs services for or on behalf of the Debtors as
then established and in effect for such person at GJM.  The hourly
billing rates for attorneys at GJM range from $150 to $350 for
attorneys. The attorneys primarily responsible for this bankruptcy
matter will be Mark J. Petrocchi.  His hourly rate is $350.00.

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.

JEH Company estimated at least $10 million in assets and
liabilities.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.


JERRY'S NUGGET: June 12 Hrg. on Conway MacKenzie Employment App.
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on June 12, 2013, at 9:30 a.m., to consider Jerry's
Nugget, Inc., and Spartan Gaming LLC's motion to employ Conway
MacKenzie, Inc. as their financial advisor and interest rate
expert.

Conway MacKenzie will, among other things:

   a. prepare the liquidation analysis;

   b. provide oversight and assistance with the preparation of
      short-term cash flow forecasts and evaluate short-term
      liquidity requirements of the Debtors, if necessary; and

   c. provide oversight and assistance with the preparation of
      Monthly Operating Reports, if necessary.

Jeffrey C. Perea, managing director of CM, will be the principal
person overseeing CM's provision of the services to Debtors.

CM has agreed to provide the services at these rates:

         Senior Managing Directors          $550
         Paraprofessionals                  $160

CM will also be paid a retainer of $40,000.

To the best of the Debtor's knowledge, CM and its professionals
are "disinterested persons" as that term is defined in Section
101(14) of the Bankruptcy Code.

Gerald M. G Pion, Esq., Talitha Gra Kozlowski, Esq., and Erick T.
Gjerdingen, Esq., at Gordon Silver represent the Debtors in case.

             About Jerry's Nugget and Spartan Gaming

Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting
of approximately 87,187 square feet of building area and 24,511
square fee of casino floor space with approximately 630 slot and
video poker machines and 9 table games.  Jerry's Nugget also
contains a sports book, a keno area and a small live pit.

Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in
Las Vegas, Vegas, on Aug. 13, 2012.  Stamis family-owned Jerry's
Nugget has a 9.1-acre casino property in North Las Vegas.  The
property consists of 87,187 square feet of building area and
24,511 square feet of casino floor space, with 630 slot and video
poker machines and 9 table games.  Jerry's Nugget also contains a
sports book, a keno area, and a small live pit.  There are two
restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous
Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite.
Net revenues totaled $22.5 million, including $15.3 million in
gaming revenue, in the year ended Dec. 31, 2011.  Spartan Gaming
owns 12 parcels of real property in Nevada.  Two of the parcels
provide parking access for Jerry's Nugget.

Judge Mike K. Nakagawa presides over the case.  Lawyers at Gordon
Silver, in Las Vegas, serve as the Debtors' counsel.  Jerry's
Nugget estimated assets and debts of $10 million to $50 million.
Jerry's Nugget said its current going concern value is at least $8
million.  Spartan Gaming estimated $1 million to $10 million in
assets and debts.  The petitions were signed by Jeremy Stamis,
president.

In its schedules, the Debtors disclosed $12,378,944 in assets and
$10,771,442 in liabilities as of the Petition Date.


KIT DIGITAL: Taps Bracewell as Lead Restructuring Counsel
---------------------------------------------------------
KIT Digital, Inc., seeks authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ Bracewell &
Giuliani LLP as its lead restructuring counsel to be paid the
following hourly rates: $700-$930 for partners, $300-$700 for
associates, $140-$270 for paralegals.

The primary counsel working on the Debtor's Chapter 11 case are
Jennifer Feldsher -- jennifer.feldsher@bgllp.com -- at $800 per
hour, Robert Burns -- robert.burns@bgllp.com -- at $875 per hour,
and Anna Rozin -- anna.rozin@bgllp.com -- at $555 per hour.

The firm assures the Court that it 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 Debtor and its
estates.  The firm discloses that prior to the Petition Date, it
held a retainer on behalf of the Debtor in the amount of $325,000
for work performed by the firm in connection with the Chapter 11
case.  In addition, the firm received an additional $454,405 for
services rendered prior to the Petition Date.

A hearing on the employment application will be today, June 6,
2013, at 12:00 p.m.

                         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.


KODIAK OIL: S&P Puts 'B' Corp. Credit Rating on CreditWatch Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Denver-based exploration and production company Kodiak Oil & Gas
Corp. on CreditWatch with positive implications, including the 'B'
corporate credit rating.

"We placed the ratings on CreditWatch following Kodiak's
announcement that it plans to acquire assets in the Bakken and
Three Forks areas of the Williston Basin from Liberty Resources
for $660 million in cash," said Standard & Poor's credit analyst
Paul Harvey.  The positive CreditWatch placement reflects the
potential to raise our ratings on Kodiak after the transaction
closes.

The Liberty properties will complement Kodiak's existing
properties in the Williston Basin bringing its total net acreage
to about 196,000, and adding production of 5,700 barrels of oil
equivalent per day (boepd).  Pro forma production of 30,000 boepd
will be in excess of the 22,000 boepd S&P viewed as appropriate
for a higher rating.  In addition, the Liberty assets are 90% held
by production, giving flexibility in the timing of additional
capital spending.  Finally, the assets will improve the scale of
Kodiak's small, but growing operations, although if S&P raised the
rating, it would be at the lower end of the 'B+' category.

The CreditWatch placement with positive implications reflects the
potential for a one-notch upgrade of the corporate credit rating
to 'B+' from 'B'.  The CreditWatch placement also reflects the
potential to raise S&P's rating on Kodiak's unsecured debt,
pending an assessment of the resulting capital structure, credit
facility borrowing base, and S&P's recovery asset valuation after
the acquisition closes.  S&P expects to resolve the CreditWatch
placement near the close of the acquisition, on or before July 31,
2013.


LIFE UNIFORM: Meeting to Form Creditors Panel Set for June 11
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on June 11, 2013, at 10:00 a.m. in
the bankruptcy case of Life Uniform Holding Corp, et al.  The
meeting will be held at:

          J. Caleb Boggs Federal Building
          844 King Street, Room 5209
          Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                    About Life Uniform, Inc.

Life Uniform -- http://www.lifeuniform.com-- is the country's
largest retailer of healthcare apparel, scrubs, medical uniforms,
nursing scrubs, nursing uniforms, hospital scrubs, nurses shoes,
Cherokee scrubs, Barco Uniforms, lab coats, Landau scrubs,
maternity scrubs, medical uniforms, nursing uniforms and supplies,
Life Uniform, healthcare uniforms, nurses scrubs and medical
apparel.

Bloomberg discloses that Brentwood, Missouri-based Scrubs & Beyond
has 27 stores in 14 states. St. Louis-based Life Uniform's stores
are in 34 states.  Although specific dates aren't selected, Life
Uniform wants competing bids and an auction in July.

According to Bloomberg, Capital Source is providing a $15 million
loan for the bankruptcy that would bring in $4 million in
additional liquidity.  Life Uniform blamed financial problems on a
lack of capital.


LIFE UNIFORM: Taps Epiq as Claims and Noticing Agent
----------------------------------------------------
Life Uniform Holding Corp. and its affiliates sought and obtained
approval to employ Epiq Bankruptcy Solutions, LLC, as their claims
and noticing agent.

The Debtors believe that they may have at least 5,000 potential
creditors and parties-in-interest that must be given notice of
developments related to the Chapter 11 cases.  Epiq will serve
notice upon all creditors and other relevant constituencies in the
Chapter 11 cases, as well as transmit, receive, docket and
maintain all proofs of claim and proofs of interest filed in the
Chapter 11 cases.

Epiq agreed to a retainer of $25,000.

As claims agent, Epiq will charge the Debtors at these discounted
rates:

   Position                                  Hourly Rate
   --------                                  -----------
   Clerical                                   $30 to $45
   Case Manager                               $60 to $95
   IT/Programming                             $70 to $135
   Senior Case Manager / Consultant          $100 to $140
   Senior Consultant                         $160 to $195
   Director of Solicitation Services         $206
   Communication Counselor                   $250

For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month, with
fees for the first three months waived.  For-online claim filing
services, Epiq will charge $600 per 100 claims filed.  For its
solicitation and balloting services, Epiq will charge at its
standard rates.

                      About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation deided
to enter the retail uniform industry.  The first Life Uniform
store opened in 1965 in Clayton, Missouri.  At present, Life
Uniform is the nation's largest independently owned medical
professional supplier.

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  The Lead Debtor estimated assets and debts of at
least $10 million.

Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors'
counsel.  Epiq Bankruptcy Solutions acts as the Debtors' claims
and noticing agent.  The Debtors' financial advisor is Capstone
Advisory Group, LLC.

Sun Uniform LLC acquired Life Uniform in July 2004.  Since the
acquisition by Sun the company addressed sagging profitability and
overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives.  However, recent performance has
been declining in terms of revenue.  This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.

The company has signed a deal to sell all assets to Scrubs and
Beyond, LLC for $22.625 million, absent higher and better offers
in a court-sanctioned auction.


LIFECARE HOLDINGS: Corporate Name Changed to ICL Holding
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware signed off
an order directing the Court of Clerk to change the caption of the
Chapter 11 cases of LCI Holding Company, Inc., et al., to reflect
the change of the corporate name to ICL Holding Company, Inc.

The Bankruptcy Court also authorized the Debtors to appoint
Richard Newsted as their wind-down officer from and after the
closing of the sale of their assets.

                         About LifeCare

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

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

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

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

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

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

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


LIGHTSQUARED INC: Seeks to Hire Jefferies as Exit Loan Arranger
---------------------------------------------------------------
LightSquared Inc. is seeking permission from U.S. Bankruptcy Judge
Shelley Chapman to enter into an engagement letter with Jefferies
LLC for post-bankruptcy financing.

Jefferies will serve as arranger for the exit financing that
LightSquared says will be the cornerstone for its restructuring
plan.

"This plan will most likely bring more value to all of its
stakeholders than any other, and such plan hinges on obtaining the
proposed exit financing," said the company's lawyer, Matthew Barr
of New York-based Milbank Tweed Hadley & McCloy LLP.

The engagement letter provides among other things that the company
will pay Jefferies a monthly fee during the duration of its
engagement, and a one-time cash fee upon the execution of, and
approval of the engagement letter.

Under the engagement letter, LightSquared is only obligated to pay
up to $45 million in fees.  Harbinger Capital Partners LLC, the
company's largest equity holder, has agreed to pay the remaining
fees, which potentially total up to $80 million depending on when
the funding occurs.

A redacted copy of the engagement letter can be accessed for free
at http://is.gd/EmAVBL

                      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: Wants Use of Cash Collateral Extended
-------------------------------------------------------
Lindsay General Insurance Agency, LLC, et al., ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
authority to continue using their use cash collateral on an
interim basis.

The Debtors assert that they need access to the cash collateral in
the ordinary course to effectuate the continued transformation of
their business.

The Debtors also seek to enter into a modification of their loan
with Eastside Commercial Bank to make interest only adequate
protection payments of $7,808 or $8,068 each month (depending on
whether 30 days or 31 days exist in that month), until Dec. 22,
2013.

The loan payments will be payable at the rate of "prime rate" as
stated in the Wall Street Journal plus one-half of one percent.

The Debtors propose to make regular payments to the Bank as
adequate protection from any diminution in value of the lender's
collateral.

A June 13 hearing on the matters has been set.

                       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.



MAKENA GREAT: Case Conversion & Cash Collateral Hearing on June 25
------------------------------------------------------------------
The U.S. Trustee for the Northern District of Illinois is asking
the Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois to convert the Chapter 11 case of
Makena Great American Anza Company LLC to Chapter 7, or,
alternatively, dismiss the case.

Makena is a single asset jointly-administered case which owns and
operates a storage facility located in Westminster, California,
which was subject to a mortgage lien held by Wells Fargo Bank, NA.
On Feb. 13, 2013, the Court entered an order lifting the stay as
to the Bank and an amended order denying confirmation of Makena's
third amended plan.  "Since then, the Property has been sold
pursuant to state foreclosure proceedings," the U.S. Trustee
states.  The U.S. Trustee believes that Makena has no remaining
assets with which to reorganize and that there is no reasonable
likelihood of reorganization in this case.

A hearing on the U.S. Trustee's motion for conversion of the case
to Chapter 7 is set for June 25, 2013, at 10:00 a.m.

A hearing on the Debtor's motion to use cash collateral will also
continue on June 25, at 10:00 a.m.  On May 9, 2013, the Court
entered an interim order approving a stipulation between Makena
and the Bank to extend cash collateral use until May 11.  Makena's
motion for authority to use cash collateral was continued to
May 14 for a status hearing.

On May 7, 2013, debtor-affiliate GAC Storage El Monte, LLC,
reached a stipulation, wherein the Bank consented to a further
extension of the termination date of GAC's cash collateral use
through and including May 11, 2013.  According to the Stipulation,
the GAC cash collateral order remains in full force and effect,
except as otherwise modified by the Stipulation.

        About GAC Storage & Makena Great American Anza Co.

GAC Storage Lansing LLC -- which owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois -- filed for Chapter 11 bankruptcy
(Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.  Jay S.
Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure, Esq.,
at Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor
as counsel.  Robert M, Fishman, Esq., and Gordon E. Gouveia, Esq.,
at Shaw Gussis Fishman Glantz Wolfson, & Towbin LLC, in Chicago,
represents the Debtor as local counsel.  It estimated $1 million
to $10 million in assets and debts.  The petition was signed by
Noam Schwartz, secretary and treasurer of EBM Mgmt Servs, Inc.,
manager of GAC Storage, LLC.

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- a commercial shopping center
developers in Southern California, filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago.
Anza leads the way in the acquisition and development of
"A-Location" small commercial shopping centers and corner
properties in Southern California.  Lawyers at Shaw Gussis Fishman
Glantz Wolfson & Towbin, LLC, in Chicago, and Bernstein, Shur,
Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel to the
Debtor.  Makena disclosed $13,938,161 in assets and $17,723,488 in
liabilities.

Other affiliates that sought bankruptcy protection are GAC Storage
Copley Place LLC, GAC Storage El Monte LLC, and San Tan Plaza LLC.
The cases are being jointly administered under lead case no.
11-40944.

At the behest of lender Bank of America, N.A., the Bankruptcy
Court dismissed the Chapter 11 case of San Tan Plaza, as reported
by the Troubled Company Reporter on July 17, 2012.


MALAGA INC: Files Bankruptcy Proposal Under BIA in Canada
---------------------------------------------------------
Malaga Inc. on June 6 disclosed that, with the authorization and
approval of its board of directors, it has filed a Notice of
Intention to Make a Proposal pursuant to the provisions of Part
III of the Bankruptcy and Insolvency Act (Canada).

Pursuant to the Notice of Intention, Raymond Chabot Inc. has been
appointed as the trustee in the Corporation's proposal proceedings
and in that capacity will monitor and assist the board of
directors in its restructuring efforts.

Over the last six months, management and the board of directors of
Malaga have been assessing Malaga's strategic options.  During
that period, the Corporation has been soliciting proposals for an
investment in the Corporation or an acquisition of the Corporation
or its assets.

The Corporation intends to continue that sale or investment
solicitation process and expects to bring an application to the
Quebec Superior Court of Justice in the near future seeking, among
other relief, authorization to continue such process on a defined
timeline.

The filing of the Notice of Intention has the effect of imposing
an automatic stay of proceedings that will protect the Corporation
and its assets from the claims of creditors and others while the
Corporation pursues its restructuring efforts.

There can be no guarantee that the Corporation will be successful
in its restructuring efforts.  Failure by the Corporation to
achieve its restructuring goals will likely result in the
Corporation becoming bankrupt.

All inquiries regarding the BIA proceedings should be directed to
the Proposal Trustee at 514-878-2691.  Court materials and other
information about the BIA proceedings will be available on the
Proposal Trustee's website at http://www.RC.com

Changes to Management and Board of Directors

In the course of this process and in order to reduce its costs,
the Corporation also announced the departure of Pierre Monet, as
President and Chief Executive Officer and Joey Trombino, as Chief
Financial Officer, effective immediately.

Finally, Gilles Masson and Rejean Gourde resigned as directors of
the Corporation.

Malaga Inc. -- http://www.malaga.ca-- is a Canada-based
exploration and mining company.  The Company, including its
subsidiaries, is a mining company that operates mainly in Peru at
its tungsten mine in Pasto Bueno.  The operations, exploration and
development activities on the Pasto Bueno Property are located in
the Ancash Department, Central Peru.


MEADE INSTRUMENTS: Incurs $3.7-Mil. Net Loss in Fiscal 2013
-----------------------------------------------------------
Meade Instruments Corp. filed on May 30, 2013, its annual report
on Form 10-K for the year ended Feb. 28, 2013.

Moss Adams LLP, in Irvine, Calif., cited that Meade Instruments
has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

The Company reported a net loss of $3.7 million on $17.4 million
of sales for the fiscal year ended Feb. 28, 2013, compared with a
net loss of $1.4 million on $21.6 million of sales for the same
period last year.

The Company's balance sheet at March 31, 2013, showed
$10.4 million in total assets, $3.8 million in total liabilities,
and stockholders' equity of $6.6 million.

A copy of the Form 10-K is available at http://is.gd/v82GHc

Irvine, Calif.-based Meade Instruments Corp. is a consumer
products company that designs, manufactures, imports and
distributes telescopes, telescope accessories, binoculars,
spotting scopes, and other consumer products.


METROGAS SA: Reports ARS447-Mil. Net Loss in First Quarter
----------------------------------------------------------
MetroGAS S.A. reported net income of ARS446.6 million on
ARS280.5 million of revenues for the three months ended March 31,
2013, compared to a net loss of ARS30.9 million on
ARS256.6 million of revenues for the same period last year.

During the period ended on March 31, 2013k a gain from debt
restructuring results under reorganization proceedings was
recorded for ARS757.5 million.

The Company's balance sheet at March 31, 2013, showed total assets
of ARS2.275 billion, total liabilities of ARS1.661 billion, and
shareholders' equity of ARS613.9 million.

According to the Company, the changes in the economic conditions
of the country and the amendments introduced by the Public
Emergency Law towards the end of 2001, mainly by the suspension of
the original regime of tariffs adjustment, added to the increase
in the operating costs to maintain the quality of service have
affected significantly the economic and financial position of the
Company.  "The Company estimates that, if the conditions as of the
date of issuance of these financial statements continue, the
situation will continue to deteriorate.

"The Company is under a renegotiation process of certain terms of
the License with the Argentine Government in order to oppose the
negative impact produced by the mentioned circumstances, which
situation has not been resolved to the date of these interim
financial statements.

"In this context, in the fiscal year ended Dec. 31, 2012, the
Company registered a significant increase in the operating loss.
Likewise, as of March 31, 2013, the Company registered cumulative
losses amounting to ARS686.8 million and the consolidated negative
working capital increased to ARS88.2 million.

"As of the date of issuance of these financial statements, it is
neither possible to foresee the outcome of the tariff negotiation
process nor to determine its final consequences on the Company's
results and operations.  The above mentioned circumstances raise
substantial doubt about the Company's ability to continue as a
going concern."

A copy of the Form 6-K is available at http://is.gd/lvKdve

Headquartered in Buenos Aires, Argentina, MetroGAS S.A. is the
largest gas distribution company in Argentina in terms of number
of customers and of delivered gas volumes.  MetroGAS distributes
approximately 20.4% of the total natural gas supplied by the nine
distribution companies licensed after the privatization of Gas del
Estado in late 1992, and currently has approximately 2.2 million
customers in its service area (Buenos Aires City and eleven
municipalities in the south of Greater Buenos Aires), a densely
populated area including major power plants and other industrial
and commercial users.

As a consequence of different scenarios that significantly
affected the Company's ability to generate enough fund flows to
satisfy payments to its suppliers and financial creditors, on
June 17, 2010, MetroGAS' Board of Directors requested a
Reorganization proceeding which was filed before the National
Court for Commercial Matters No. 26, Secretariat No.51, case
record No. 056,999.  The Shareholders' Assembly carried out on
Aug. 2, 2010, ratified the decision taken by the Board.

In Feb. 2, 2012, the Company presented a total and final
reformulation of the preventive agreement proposal for unsecured
creditors who are verified and declared acceptable consisting in
the payment of verified or declared unsecured credits by means of
releasement, swap or "dacion en pago" of such credits, of two
kinds of negotiable bonds (the "New Negotiable Bonds") to be due
on Dec. 31, 2018.

During the Bondholders' Meeting of MetroGAS S.A, on June 18, 2012,
the proposal for the reorganization proceedings of MetroGAS S.A.
was unanimously accepted by the Company's creditors.


MINERALRITE CORP: Incurs $224K Net Loss in First Quarter
--------------------------------------------------------
MineralRite Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $224,189 on $75,855 of revenues for the
three months ended March 31, 2013, compared with a net loss of
$170,799 on $110,647 of revenues for the same period last year.

The Company incurred administrative expenses for the three months
ended March 31, 2013, totaling $241,408 that included related
party consulting non-cash fees of $47,618, related party rent of
$4,740, professional fees of $38,471, and other general and
administrative expenses of $150,579.  Administrative expense for
the three months ended March 31, 2012, totaled $176,521 and
included related party consulting fees of $45,000, related party
rent of $3,986, professional fees of $122,603, and other general
and administrative expenses of $4,932.

The Company's balance sheet at March 31, 2013, showed $4.2 million
in total assets, $905,751 in total liabilities, and stockholders'
equity of $3.3 million.

The Company said, "The Company has incurred substantial losses
from operations and has a working capital deficit, which history
and circumstance raise substantial doubt as to the Company's
ability to continue as a going concern."

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

Lindon, Utah-based MineralRite Corporation has focused on the
acquisition, exploration and development of oil and gas properties
located within favorable geopolitical climates.

On March 1, 2013, the Company acquired 100% of the total shares
outstanding of Goldfield International, Inc., in exchange for
issuing 2,000,000 shares of its common stock.  Goldfield is in the
business of manufacturing gold mining equipment.


MISSION NEW ENERGY: KNM Seeks Damages Over Winding Up Petition
--------------------------------------------------------------
Mission NewEnergy Limited said that KNM Group Berhad and one of
its subsidiaries, KNM Process Systems Sdn Bhd, has filed a claim
in the Malaysian high court for damages against Mission, its
subsidiary Mission Biofuels Sdn Bhd (MBSB) and the directors of
MBSB.  KNM is claiming damages due to MBSB having served a winding
up order on KNM Process Systems Sdn Bhd as announced on April 22,
2013.

While no value has been indicated in the statement of claim, KNM
has claimed that the winding up petition caused the credit rating
of KNM's bonds to be downgraded, that ongoing loan applications
have been withheld or rejected, that it has been threatened with
expulsion from ongoing consortium bids.  KNM also claimed that its
share price, earnings and profits will be adversely affected.

Mission's solicitors have advised that KNM's claim is highly
unlikely to succeed.  Mission will take all necessary steps to
oppose and set aside the said writ.

                      About Mission NewEnergy

Based in Subiaco, Western Australia, Mission New Energy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

The Company's consolidated balance sheet at Dec. 31, 2012, showed
$7.05 million in total assets, $27.29 million in total liabilities
and a $20.24 million net deficit.


MPM TECHNOLOGIES: Names Interim CEO and CFO
-------------------------------------------
The shareholders of MPM Technologies, Inc., removed Michael Mooney
as Secretary, Treasurer and Principal Accounting Officer and
removed Peter Chase as Chief Executive Officer, President and
Director.

Effective May 29, 2013, Mr. Peter Colella, Jr., and Mr. Brian
Burrow were appointed as Interim Chief Executive Officer and
Interim Chief Financial Officer, respectively.  Mr. Collela will
oversee the Company's day to day operations and Mr. Burrow will
perform the duties commensurate with his position until the Board
of Directors has identified a new Chief Executive Officer and
Chief Financial Officer.

Peter Colella, age 68

Peter Colella has been active in corporate finance activities on a
national and international level over the course of his 32 year
career.  In addition to over 300 successful investment banking
transactions, he has also built a stellar performance record with
turnarounds and profit improvement services over the past 20
years.  He is active in a number of civic, social and business
organizations and has served as vice president, president and
board chairman of the Philadelphia Chapter of the Association for
Corporate Growth as well as national vice president.  Previously,
Mr. Colella was a Board member of Italy America Chamber of
Commerce from 2008 - 2012, ImCure therapeutics from 2009 - 2012,
CEO Think Tank from 2007- 2012, and Tridon Industries from 2005-
2012.

Mr. Colella holds an MBA from St. John's University and BS degree
in Business Administration from LaSalle College.

Brian Burrow, age 34

Mr. Burrow brings 15 years of business and entrepreneurial
experience to the Company.  For the past five years, Brian has
worked as an economist and project manager for organizations
including City of Spokane, the Spokane Area Workforce Development
Council and Spokane Community College and has worked on projects
companies including Haskins Steel, Moss Adams and The Boeing
Company.  During this time, he played a leadership role in
receiving a Governor's Best Practice Award for integrating
economic and workforce development which led to him designing an
aerospace training program at eleven community and technical
colleges as part of the Air Washington project.

Mr. Burrow holds a BA in Finance and a BA in Economics from
Eastern Washington University and is currently conducting research
for his thesis on regional economics for an interdisciplinary
studies Master of Economics degree also from Eastern Washington
University.

                        About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.

The Company's balance sheet at Sept. 30, 2010, showed
$1.17 million in total assets, $15.32 million in total
liabilities, all current, and a stockholders' deficit of
$14.15 million.  The Company recorded a net loss of $1.56 million
for 2009 from a net loss of $1.72 million for 2008.

The Company has not filed its periodic reports after the quarterly
report ending Sept. 30, 2010.


NATIVE WHOLESALE: Taps Cuddy & McCarthy for New Mexico Action
-------------------------------------------------------------
Native Wholesale Supply Company sought and obtained permission
from the Bankruptcy Court to employ Cuddy & McCarthy, LLP, as its
special counsel, under a general retainer, to represent it in a
lawsuit in New Mexico.

The Debtor was a defendant in an action in the First Judicial
District of Santa Fe County, New Mexico, Case No. D-0101-CV-2008-
02236 which was stayed and then administratively closed by the
court for failure to prosecute.  The Debtor's lead counsel in the
New Mexico Action is Cuddy & McCarthy.

A recent effort to resurrect the New Mexico Action was initiated
by the New Mexico Attorney General's Office by filing a motion to
reopen the New Mexico Action; that motion was denied.  An appeal
or the commencement of a new action is likely, however, and the
Debtor will require the continued assistance of Cuddy & McCarthy.

Cuddy & McCarthy is and has been counsel to the Debtor on all
matters involving the New Mexico Action since its initiation in
2008.

To the best of the Debtor's knowledge, the partners and associates
of Cuddy & McCarthy do not have any connection with the Debtor,
its creditors, or any other party-in-interest, or its respective
attorneys.

           About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


NEWLAND INTERNATIONAL: Can Use Cash Collateral Until Today
----------------------------------------------------------
Newland International Properties Corp. obtained authority from the
U.S. Bankruptcy Court for the Southern District of New York to
continue its use of the cash collateral securing its prepetition
indebtedness until June 7, 2013.

The cash collateral will be used only for working capital and
general corporate purposes and costs and expenses related to the
Chapter 11 case, such as payments authorized under first day
motions.

The Debtor also sought and obtained Court authority to employ
Gibson, Dunn & Crutcher LLP, as general bankruptcy and
restructuring counsel; Adames, Duran, Alfaro & Lopez, as
Panamanian counsel; Gapstone LLC as financial advisor; Greenberg
Traurig, LLP, as special real estate counsel; and Epiq Bankruptcy
Solutions, LLC, as Balloting and Tabulation Agent.

Newland International Properties Corp. is a sociedad anonima
organized under the laws of the Republic of Panama. Newland is a
real estate development company established to develop the "Trump
Ocean Club International Hotel & Tower" in Panama City, Panama.
Trump Ocean Club is being developed as a multi-use luxury tower,
overlooking the Pacific Ocean, with luxury condominium residences,
a hotel condominium, a limited number of offices, and premier
leisure amenities. Trump Ocean Club will be located on the Punta
Pacifica Peninsula in Panama City, on approximately 2.8 acres
(11,200 square meters) of land, including approximately 295 lineal
feet (90 lineal meters) of oceanfront.

The Debtor has received confirmation of its prepackaged plan of
reorganization, which provides for the payment of $220 million in
debt by issuing new notes to secured creditors.


NOVA CHEMICALS: Fitch Upgrades Issuer Default Rating to 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded NOVA Chemicals Corporation's (NOVA)
Issuer Default Rating (IDR), unsecured bank credit facilities, and
senior unsecured notes to 'BB+' from 'BB' and its secured credit
facility to 'BBB-' from 'BB+'. The Rating Outlook is Stable.
Approximately $715 million of debt is affected by this rating
action.

KEY RATING DRIVERS

The upgrade is based on NOVA's continued strong operating
performance and its substantial debt paydown. NOVA benefits from
robust demand and tight supply in its core Olefins/Polyolefins
segment, which mainly produces ethylene and polyethylene. The
resulting favorable supply environment coupled with low costs for
light feedstock has resulted in high operating profits and
margins. In the latest 12 months (LTM) period ended March 31,
2013, NOVA had operating EBITDA of approximately $1.2 billion,
corresponding to a margin of 23.5%, based on $5 billion of
revenues.

The company's performance resulted in significant LTM free cash
flow (FCF) of $525 million, based on $966 million of cash flow
from operations, $360 million of capital expenditures and $75
million of capital distributions. However, Fitch does not
anticipate NOVA will continue generating FCF. In April, NOVA
increased its distribution to $150 million. The company also is
ramping its cap ex spend to accomplish its NOVA 2020 strategy.
Fitch expects NOVA to produce negative FCF in 2013, 2014 and 2015
as the company's spend for planned projects and cash distributions
outpace cash from operations.

In the October 2012, NOVA repaid its $400 million floating rate
notes due 2013 at par. In March, it repaid its $100 million 2025
notes. Repayment and stronger operating performance reduced the
company's gross balance sheet debt to EBITDA leverage to 0.6x.
Total balance sheet debt has fallen to $715 million at March 31,
2013 from $1.7 billion at Dec. 31, 2011.

The strengthening of the company's credit profile partially
mitigates the key ratings constraints, the price volatilities and
the demand and supply cyclicality of commodity chemicals. Prices
for the company's commodity products sold to third party customers
(ethylene, polyethylene, polystyrene and by-products) are volatile
as they follow the cyclicality of the industry, which is not only
influenced by the economic demand cycle but also by the industry's
supply dynamics.

Typically, capacity additions come in very sizeable increments and
are often executed by multiple industry participants at the same
time. After these additions have come online, it often takes
several years to absorb the resulting supply glut. Based on
current announcements, North American ethylene production could
see up to 10 million metric tons of additional annual capacity
coming online by 2019. If fully completed, these additions would
correspond to approximately 37% of U.S. capacity according ICIS
and would have the potential to reverse the currently favorable
environment. NOVA is planning on expanding its ethylene production
capacity as well as building downstream facilities. It recently
announced board approval of a third LLDPE reactor at Joffre with
capital spend totaling $1 billion.

NOVA has minimal short-term debt maturities, but in November 2013
the 8 3/8% 2016s are callable at 104.19 and in November 2014 the 8
5/8% 2019s are callable at 104.31. The company's only maturities
are the $350 million notes due 2016 and the $350 million notes due
2019.

The Stable Rating Outlook is based on Fitch's expectation that the
favorable ethylene and polyethylene industry dynamics in North
America will be sustained for the next few years. Costs for light
feedstock are expected to remain low and, despite the announced
capacity additions, ethylene and ethylene derivative supplies
should remain tight. Fitch expects that NOVA will continue to
generate meaningful profits and operating cash flows in the near
and intermediate term as the announced capacity additions will
come online only gradually and over an extended period of time.

NOVA has robust liquidity that will enable the company to fund
working capital and capital expenditure requirements and to
withstand less favorable industry conditions, if a reversal of the
positive dynamics were to occur. At March 31, 2013, NOVA had
liquidity of $1.05 billion, consisting of $499 million cash on-
hand and $546 million available under its syndicated and bilateral
credit facilities.

NOVA's main $425 million senior secured credit facility, which
matures in December 2016, is governed by a senior debt-to-cash-
flow covenant of max 3x and a debt-to- capitalization covenant of
max 60%. NOVA was in compliance with these covenants at March 31,
2013. Fitch expects the company to remain in compliance throughout
the lifetime of the facility. The facility is secured by the net
book value of assets in Canada, including NOVA's interest in the
Joffre, Alberta chemical complex and the Corunna, Ontario
facility. The value of the collateral justifies the one notch
rating differential over the IDR and the senior unsecured debt and
investment grade rating.

In addition, NOVA has $140 million senior unsecured bilateral
revolving credit facilities, which are not governed by the
financial covenants described above. Of these facilities, $40
million expires in September 2013 and $100 million in September
2015. Additional liquidity comes from the company's $225 million
fully available A/R securitization programs, which is governed by
the same set of financial covenants as the $425 million secured
facility, and a $125 million bilateral LC facility with $80
million outstanding.

The rating also incorporates potential upside from a series of
agreements and memorandums of understanding with energy and
pipeline companies to enhance the availability of cost-competitive
light feedstock at NOVA's production facilities. In fiscal 2012,
NOVA ran its main Joffre, Alberta production complex below
nameplate capacity due to limited availability of ethane, which
was derived from natural gas flow to the U.S. from Canada.
Alternative supply from sources ranging from North Dakota to
Canadian oil sand upgrade facilities for the Joffre, Alberta
complex and to the Marcellus Shale Basin for the Corunna, Ontario
facility, will come online beginning in 2013. The anticipated
incremental supply of light feedstock will allow NOVA to operate
its facilities at full capacity during periods of peak demand for
its olefins and polyolefins products.

RATING SENSITIVIES

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- Meaningful progress in capital spending plans with limited need
   to add to debt levels;
-- Hard credit support from IPIC.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- A sustained return of adverse economic conditions and excess
   capacity for the chemical industry leading to weak sales and
   profits;

-- A sharp erosion of the company's feedstock advantage resulting
   in higher debt funding during the capex buildout period;

-- Expectations for prolonged meaningful negative FCF leading to
   debt levels where leverage is sustained around 3.0x on a total
   debt to EBITDA basis through the cycle;

-- Substantially increased distributions to IPIC funded by debt.

Fitch upgrades the following ratings for NOVA:

-- Long-term IDR to 'BB+' from 'BB';
-- Senior secured revolving credit facility to 'BBB-' from 'BB+'.
-- Senior unsecured revolving credit facilities to 'BB+'
   from 'BB';
-- Senior unsecured notes and debentures to 'BB+' from 'BB'.

The Rating Outlook is Stable.


OCEAN 4660: Lauderdale Beachside Hotel Owner in Chapter 11
----------------------------------------------------------
Ocean 4660, LLC, owner of beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40% and 70%
occupancy.  Room rates are $40 to $80 per night.

The hotel was previously managed operated by Beachside Hotel
Management, LLC, an entity affiliated with an insider, but the
Debtor junked Beachside and transferred management to RKJ Hotel
Management LLC.

RKJ's Rick Barrecka, who took over as CRO on May 20, believes the
hotel can achieve in the short-term a sustained occupancy rate
between 65% and 75% and a sustained average daily rate above $60
per night.

Comerica, which asserts secured claims in excess of $15 million,
commenced in November 2011 a complaint for foreclosure against the
Debtor in state court.  A hearing on a motion by Comerica for
summary final judgment of foreclosure would have moved forward on
June 4 had the Debtor not filed for bankruptcy.

                        First Day Motions

To enable the Debtor to operate effectively and avoid the adverse
effects of the Chapter 11 filing, the Debtor has or will file for
various types of relief in "first-day" applications and motions.

The Debtor seeks to use the cash collateral of Comerica Bank
pursuant to a three-month budget.  Use of cash collateral is
generally intended to preserve the going concern value of the
Debtor's property and maintain ordinary course operations.  The
Debtor will provide adequate protection to Comerica in the form
of, among other things, an administrative claim and a postpetition
replacement lien.

The cash collateral budget projects a 70% occupancy rate in June,
71.7% in July and 67.6% in August. Total revenue is expected to be
$220,500 in June, $241,000 in July, and $215,500 in August. Net
profit would be $13,645, $49,637, and $29,384, respectively.

The Debtor is also seeking an order from the Bankruptcy Court
valuing the property.  In addition to Comerica's asserted secured
claim, several other claims of lien have been filed against the
Debtor's property.

"An order determining the value of the Debtor's property will
enable the Debtor to accurately determine the secured status of
these various claims, which will serve many useful purposes in the
Chapter 11 case.   Most importantly, it will enable to Debtor to
accurately classify the various alleged secured claims against the
Debtor's property in its forthcoming plan of reorganization," says
John H. Genovese, Esq., at Genovese Joblove & Battista, P.A.,
counsel to the Debtor.

The Debtor says there is substantial value in the property.  The
Debtor believes there is an investor willing to inject cash into
the Debtor on Court-approved terms to accomplish such a
rehabilitation of the property.

The Company has filed applications to tap Genovese Joblove &
Battista, P.A., as counsel; and RKJ as manager.


OCEAN 4660: Proposes Genovese Joblove as Counsel
------------------------------------------------
Ocean 4660, LLC, seeks approval from the Bankruptcy Court to
employ John H. Genovese, Esq., and the law firm of Genovese
Joblove & Battista, P.A., nunc pro tunc to the Petition Date.

GJB will serve as the Debtor's general restructuring and
bankruptcy counsel, to advise and represent the Debtor with regard
to the filing of the Chapter 11 petition and the prosecution of
its Chapter 11 case.

It is anticipated that, primarily, the following professionals
will be working on the matter:

    Name                      Title        Hourly Rate
    ----                      -----        -----------
    John H. Genovese          Partner         $595
    Mariaelena Gayo-Guitian   Partner         $435
    Michael Schuster          Associate       $310

The hourly rates for the associate attorneys who may work on this
case range from $250 to $350. The hourly rates for legal
assistants and paralegals range from $75 to $195.

Prior to the commencement of the Chapter 11 case, the Debtor
sought the services of GJB principally with respect to advice
regarding restructuring matters in general, and the preparation
for and potential commencement and prosecution of a Chapter 11
case for the Debtor.  GJB billed the Debtor a total of $39,091 in
fees and costs.

                       About Ocean 4660

Ocean 4660, LLC, owner of beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40% and 70%
occupancy.  Room rates are $40 to $80 per night.


OCEAN 4660: RKJ Provides CRO, CFO to Manage Hotel
-------------------------------------------------
Debtor Ocean 4660, LLC, seeks approval from the Bankruptcy Court
of (a) a management agreement between the Debtor and RKJ Hotel
Management, LLC, and (b) chief restructuring officer agreement
between the Debtor and RKJ's Rick Barreca.

RKJ has agreed to provide restructuring advisory services,
including providing Mr. Barreca to serve as CRO of the Debtor.
RKJ will also provide the services of Jeff Katofsky as Chief
Financial Officer to the Debtor.  Mr. Barreca and Mr. Katofsky
will lead the Debtor in evaluating and implementing strategic and
tactical options through the restructuring process.

The Management Agreement provides RKJ, as manager, will be
compensated through (i) a base management fee equal to 5% of gross
revenues of the Debtor's Hotel and (ii) a base asset management
fee equal to 3% of the gross revenues of the hotel.  The Agreement
expires in 10 years.

All proceeds of the Debtor's operations will be deposited into
debtor-in-possession accounts as required by the United States
Trustee, subject to all applicable reporting and other
requirements.  The $60,000 retainer called for in the management
agreement has also been waived for the benefit of the estate.

Because Mr. Barreca and RKJ are not being employed as
professionals under section 327 of the Bankruptcy Code, they will
not be submitting quarterly fee applications pursuant to section
330 and 331 of the Bankruptcy Code.  However, they will file
quarterly reports of compensation.

The firm may be reached at:

         RKJ HOTEL MANAGEMENT, LLC
         4558 Sherman Oaks Avenue
         Sherman Oaks, California 91403

                        About Ocean 4660

Ocean 4660, LLC, owner of beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40% and 70%
occupancy.  Room rates are $40 to $80 per night.


OCEAN 4660: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ocean 4660, LLC
        4660 N Ocean Dr
        Lauderdale-By-The-Sea, FL 33308

Bankruptcy Case No.: 13-23165

Chapter 11 Petition Date: June 2, 2013

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

Judge: John K. Olson

About the Debtor: The Debtor owns the beachfront property operated
                  as the Lauderdale Beachside Hotel in Lauderdale-
                  by-the-Sea, Florida.

Debtor's Counsel: John H Genovese, Esq.
                  GENOVESE JOBLOVE & BATTISTA, P.A.
                  100 SE 2 St 44 Flr
                  Miami, FL 33131
                  Tel: (305) 349-2300
                  Fax: (305) 428-8861
                  E-mail: jgenovese@gjb-law.com

Debtor's
Restructuring
Services
Provider and
Hotel Manager:    RKJ HOTEL MANAGEMENT, LLC

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

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

The petition was signed by Rick Barreca, chief restructuring
officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Comerica Bank                                     $15,956,934
c/o Brian K. Hole, Esq.
Holland & Knight, LLP
515 E. Las Olas Blvd
Ste 1200
Ft Lauderdale, FL 33301

Derek Mortland             Attorneys Fees and     $20,426
c/o John Paul Fuller       Costs Award
Fuller Fuller &
Associates PA
12000 Biscayne Blvd,
Ste 609
Miami, FL 33181

Simplex Grinnell           Final Judgment         $7,394
5800 NW 74 Ave
Miami, FL 33166

Florida Laundry                                   $6,015
Systems, Inc.

Waste Management                                  $4,184
of Florida

McNeill Signs                                     $3,441

Two Sons Management                               $2,700

Affinity Mechanical Inc.   Judgment 7/24/12       $2,251

Raymond Ballassiano                               $1,874

Angelo Dipilato                                   Unknown

Anita Investments, LLC                            Unknown

Bryan Agostino                                    Unknown

J. Bernard Bell                                   Unknown

Kenneth A. Frank                                  Unknown

Michael Holovka                                   Unknown

Oceanside Lauderdale                              Unknown
Inc.

Shift4                                            Unknown

Teco People Gas                                   Unknown

Windstream                                        Unknown
Communications

Winsome Matthews                                  Unknown


OFFICE DEPOT: Moody's Says Sale of Mexican JV is Credit Positive
----------------------------------------------------------------
In a comment published on June 5, 2013, Moody's Investors Service
stated that Office Depot's announcement on June 4, 2013 that it
had agreed to sell its 50% stake in Latin American Joint Venture
Office Depot de Mexico S.A. de C.V. to its partner Grupo Gigante,
S.A.B. de C.V. (GIGANTE.MX) for roughly $690 million was a credit
positive for the company. "Assuming approvals from shareholders
are received, and the company deploys the approximately $550
million in net after-tax proceeds to debt repayment as publicly
announced, this transaction will be positive for debtholders and
will also result in an enhanced liquidity profile for Office
Depot," stated Moody's Senior Analyst Charlie O'Shea. "While it
has no immediate impact on the company's B2 rating or the
developing outlook as these are presently driven primarily by
still-challenged operating performance and issues surrounding the
potential merger with OfficeMax (B1, developing), we believe this
is definitely a positive action for the company."

Office Depot's B2 rating considers its credit metrics, which
remain weak, though will improve upon closing of the sale of the
Mexican JV, and its solid, though still-challenged, number two
position in the office supplies segment. The rating also considers
the difficult macroeconomic environment in the U.S. and Europe,
which continues to compress operating performance. "We expect
liquidity to remain at least very good and remain a critical
factor supporting the B2 rating," Moody's said.

The developing outlook considers the pending merger with
OfficeMax, with issues such as shareholder and regulatory approval
remaining. Upward ratings momentum would result in the event the
company is able to improve the operating profitability of its
North American and International businesses. Ratings could be
upgraded if debt/EBITDA approaches 5.0 times and EBITA/Interest
was sustained above 1.75 times, with liquidity generally
maintained at present levels. Ratings could be downgraded if
debt/EBITDA is sustained above 6 times or if EBITA/interest fell
below 1 time. Ratings could also be downgraded if liquidity were
to weaken.

Headquartered in Boca Raton Florida, Office Depot is the second
largest office supply retailer in the U.S., with annual revenues
of around $10.7 billion and 1,112 stores in North America.


OVERSEAS SHIPHOLDING: Franklin No Longer Owns Shares
----------------------------------------------------
Franklin Resources, Inc., and its affiliates disclosed in an
amended regulatory filing with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2012, they do not beneficially own
shares of common stock of Overseas Shipholding Group, Inc.  A copy
of the regulatory filing is available at http://is.gd/gUWK92

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PACIFIC BOOKER: Incurs $1-Mil. Net Loss in Fiscal Year 2013
-----------------------------------------------------------
Pacific Booker Minerals Inc. filed on May 31, 2013, its annual
report on Form 10-K, quarterly report on Form 20-F for the year
ended Jan. 31, 2013.

MNP LLP, in Vancouver, Canada, said: "Without qualifying our
opinion, we draw attention to Note 2b to these financial
statements, which states that Pacific Booker Minerals Inc.
incurred significant losses from operations, negative cash flows
from operating activities and has an accumulated deficit.  This,
along with other matters as described in Note 2b, raise
substantial doubt about the ability of Pacific Booker Minerals
Inc. to continue as a going concern."

The Company reported a net loss of C$1.0 million for the year
ended Jan. 31, 2013, compared with a net loss of C$3.8 million for
the year ended Jan. 31, 2012.  "Without a producing property, the
Company does not have a current source of revenue from
operations."

The Company's balance sheet at March 31, 2013, showed
C$30.9 million in total assets, C$71,341 in total liabilities, and
stockholders' equity of C$30.8 million.

A copy of the Form 20-F is available at http://is.gd/Yp45Fh

Vancouver, Canada-based Pacific Booker Minerals Inc., is engaged
in mineral exploration.  All of the Company's mineral operations
are located in Canada.  The Company and all of its properties are
at the exploration stage.  Currently, the Company is completing
the required permitting of its Morrison Project.


PACIFIC THOMAS: Ch. 11 Trustee Can Employ DSI as Consultant
-----------------------------------------------------------
Kyle Everett, the appointed chapter 11 Trustee in the bankruptcy
case of Pacific Thomas Corporation, sought and obtained approval
from the U.S. Bankruptcy Court to employ Development Specialists,
Inc. to provide consultant and management services.

The services that DSI will provide to the Trustee include, but are
not limited to, management services in connection with accounting,
asset liquidation, asset analysis, litigation support, real estate
issues, lease issues, as well as other matters that may arise
within the scope of its expertise.

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

DSI's fees will be included as part of and within the limits of
the general statutory fee that the Trustee will seek pursuant to
Section 326(a) of the Bankruptcy Code.

Attorneys for Chapter 11 Trustee are:

         Robert E. Izmirian, Esq.
         Craig C. Chiang, Esq.
         BUCHALTER NEMER
         55 Second Street, Suite 1700
         San Francisco, CA 94105-3493
         Tel: (415) 227-0900
         Fax: (415) 227-0770
         E-mail: rizmirian@buchalter.com
                 cchiang@buchalter.com

                  About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 Trustee of the
Debtor.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PACIFIC THOMAS: Ch. 11 Trustee Can Employ Brian Collins as Broker
-----------------------------------------------------------------
Kyle Everett, the appointed Chapter 11 Trustee in the bankruptcy
case of Pacific Thomas Corporation, sought and obtained permission
from the U.S. Bankruptcy Court to employ Brian Collins of
California Capital & Investment Group, Inc., as his real estate
broker for the sale of the Debtor's property.

Brian Collins -- bcollins@californiagroup.com -- assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

California Capital will be paid 1.5% of the purchase price at the
time of sale, subject to Court approval of the sale and up to 1%
to any broker who procured the buyer. This exclusive authorization
and right for California Capital to sell the Premises, subject to
approval of the Court, will be for the period from May 15, 2013 to
November 15, 2013.

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii-based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 Trustee of the
Debtor.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PANAVISION INC: Defaults on Second-Lien Debt, Lawyers Say
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Panavision Inc., which rents cameras, lenses and
lighting equipment to movie and television producers, didn't pay a
$1.7 million second-lien term loan when the debt matured on
March 20.

The indenture trustee declared a default on April 12 and filed
suit on May 23 in New York state Supreme Court, according to a
statement from Kaye Scholer LLP, lawyers for the plaintiffs.

According to the report, the creditors are contending there are no
disputed facts and the court should enter judgment without holding
a trial.

Woodland Hills, California-based Panavision was acquired in 2006
by MacAndrews & Forbes Holdings Inc. in a $10.6 million
transaction, according to data compiled by Bloomberg.

The Bloomberg report discloses that Kaye Scholer said that from a
2010 restructuring, Ronald Perelman's MacAndrews & Forbes gave up
its equity interest.  At the same time, a majority of the
secondlien debt was converted to first-lien debt on a diluted
basis, the firm said.  Panavision didn't respond to a call seeking
comment.

The suit is Wilmington Trust NA v. Panavision Inc., 651869- 2013,
Supreme Court, State of New York, County of New York.


PARKWAY PROPERTIES: Bankruptcy Administrator Recommends No Panel
----------------------------------------------------------------
Britt B. Griggs, Esq., attorney for the Bankruptcy Administrator
for the Middle District of Alabama, recommended that no unsecured
creditors' committee be appointed in the Chapter 11 case of
Parkway Properties, LLC.

Mr. Briggs discloses that only two unsecured creditors expressed
willingness to serve on a committee of unsecured creditors.

                     About Parkway Properties

Parkway Properties, LLC, filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 13-30461) on Feb. 22, 2013.  The petition was signed
by Joe B. Crosby as manager.  Judge Dwight H. Williams, Jr.,
presides over the case.  The Debtor's scheduled assets were
$11,255,845 and scheduled liabilities were $9,222,364.  The Debtor
is represented by Lorren B. Jackson, Esq., at Wilson & Jackson,
LLC, in Montgomery, Alabama.

Parkway Properties, LLC, proposed a plan of reorganization that
will pay $36,603 to creditors on a monthly basis until all debts
are paid in full.


PARKWAY PROPERTIES: Lenox Mortgage Wants Case Dismissal
-------------------------------------------------------
Parkway Properties, LLC, filed a response to Secured creditor and
party-in-interest Lenox Mortgage XIX LLC's motion for the
dismissal of its Chapter 11 case, or, in the alternative, prohibit
the use of cash collateral, and determine that the Debtor's
bankruptcy case is a Single Asset Real Estate Case.

The Debtor contended that it has sufficient cash flow to
adequately protect Lenox from the decline in value of its
collateral until such time a plan is submitted.

In relation to this, the Debtor requested that the Court deny the
emergency motion and allow the Debtor additional time to file its
plan of reorganization.

The Debtor is indebted to Lenox pursuant to a loan in the original
principal amount of $7,469,900 which is secured by, among other
things, a blanket security interest in the accounts receivable,
rents, contract rights, inventory, equipment, fixtures and general
intangibles of the Debtor, pursuant to a certain Security
Agreement dated June 30, 2004.

As of the Petition Date, the total amount owed under the loan
documents was approximately $7,447,197.

                     About Parkway Properties

Parkway Properties, LLC, filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 13-30461) on Feb. 22, 2013.  The petition was signed
by Joe B. Crosby as manager.  Judge Dwight H. Williams, Jr.,
presides over the case.  The Debtor's scheduled assets were
$11,255,845 and scheduled liabilities were $9,222,364.  The Debtor
is represented by Lorren B. Jackson, Esq., at Wilson & Jackson,
LLC, in Montgomery, Alabama.

Parkway Properties, LLC, proposed a plan of reorganization that
will pay $36,603 to creditors on a monthly basis until all debts
are paid in full.

The Bankruptcy Administrator recommended that no unsecured
creditors' committee be appointed in the case.


PARKWAY PROPERTIES: Seeks Reconsideration of Cash Use Denial Order
------------------------------------------------------------------
Parkway Properties, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Alabama to reconsider its April 23, 2013, order
denying Parkway's use of cash collateral.

The Debtor is asking the Court to reconsider the very same facts
presented at the April 18, 2013, evidentiary hearing and
considered by the Court in making its initial ruling.  Parkway has
not presented any new evidence, nor has it provided any other
grounds.

The Court previously granted Lenox' motion seeking to prohibit the
Debtor to use cash collateral.  The Debtor was directed that all
income it derived and subject to the security interest of Lenox
will be held by the Debtor, in trust, and will not be expended for
operational expenses.

The Debtor asserts that the use of cash collateral is imperative
to its successful reorganization.  The Debtor contends that while
it will submit a plan in the coming days, its ability to
reorganize its debt will suffer if it is not allowed the use of
cash collateral in the interim.  The time period for Debtor's
submission is a plan is near, and the Debtor says that plan is
near completion and will be submitted to the Court shortly.

The Debtor also adds that the inability to use cash collateral has
potentially negative effects for the Debtor, Lenox, and the low
income and minority tenants of the apartments as those funds are
used to pay utilities such as water and electricity.  The tenants
will suffer as a result of the Court's decision to deny the use of
cash collateral.  In sum, the Debtor says the Court's decision
will have a direct effect on its occupancy rate -- a factor which
is vital to its plan of reorganization.

                     About Parkway Properties

Parkway Properties, LLC, filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 13-30461) on Feb. 22, 2013.  The petition was signed
by Joe B. Crosby as manager.  Judge Dwight H. Williams, Jr.,
presides over the case.  The Debtor's scheduled assets were
$11,255,845 and scheduled liabilities were $9,222,364.  The Debtor
is represented by Lorren B. Jackson, Esq., at Wilson & Jackson,
LLC, in Montgomery, Alabama.

Parkway Properties, LLC, proposed a plan of reorganization that
will pay $36,603 to creditors on a monthly basis until all debts
are paid in full.

The Bankruptcy Administrator recommended that no unsecured
creditors' committee be appointed in the case.


PLAZA VILLAGE: Court to Hear Bids to Dismiss Case on July 8
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
will convene a hearing on July 8, 2013, at 2:30 p.m., at Courtroom
4, Room 328, Weinberger Courthouse, to consider motions to dismiss
the Chapter 11 case of Plaza Village Senior Living, LLC.

As reported by the Troubled Company Reporter on May 20, 2013, the
Debtor sought dismissal of the case because it has been able to
resolve the financial difficulty outside of the Bankruptcy Court
and it has the support of the creditors for the dismissal.

On April 29, Pacific Horizon Mortgage Investors I, LLC -- the only
unsecured creditor who is a non-insider -- requested dismissal of
the Debtor's case, stating that:

   1. Darryl Clubb, the Debtor's managing member, did not have
      the authority to file the case; and

   2. the case was filed in bad faith.

Philip J. Giacinti, Jr., Esq., represented PHM.

              About Plaza Village Senior Living, LLC

Plaza Village Senior Living, LLC, filed a Chapter 11 petition
(Bankr. S.D. Cal. Case No. 13-02723) on March 19, 2013.  Darryl
Clubb signed the petition as managing member.  The Debtor
scheduled assets of $11,533,346 and scheduled liabilities of
$15,751,246.  The Law Offices of Andrew H. Griffin, III, serves as
the Debtor's counsel.

On March 27, 2013, the bankruptcy case was transferred to the
calendar of Bankruptcy Judge Peter W. Bowie for all further
matters and hearing.

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable
to appoint an official committee of unsecured creditors.


PLAZA VILLAGE: PHM Says Case Should be Dismissed
------------------------------------------------
Pacific Horizon Mortgage Investors I, LLC, insists the Chapter 11
case of debtor Plaza Village Senior Living should be dismissed.

The Debtor previously filed a motion for the dismissal of the
case, saying that it has been able to resolve the financial
difficulty outside of the Bankruptcy Court and it has the support
of the creditors for dismissal.  The Debtor later withdrew its own
motion to dismiss.

Pacific Horizon Mortgage Investors I, LLC, which claims to be the
only unsecured creditor who is a non-insider, filed its own motion
for the dismissal of the Debtor's case, stating that:

   1. Darryl Clubb, the Debtor's managing member, did not have
      the authority to file the case; and

   2. the case was filed in bad faith.

The Debtor is opposing PHM's motion and argues that PHM is an
"insider."

PHM says that the Debtor's argument that PHM is an "insider" has
nothing to do with the merits of the motion.

As recently as April 5, 2013, the 9th Circuit Bankruptcy Appellate
Panel held that the determination of an "insider" is to be made on
a case by case basis.

According to PHM, its foreclosure on the 31.5& managing member
interest in PVSL on Feb. 13, 2013 did not make PHM a managing
member with 51% managing member authority.  Additionally, that
foreclosure also eliminated Darryl Clubb's managing member
authority to file the PVSL case to begin with.

PHM claims that no creditor or party in interest supports the
continuation of PVSL in bankruptcy and particularly under the
leadership of Mr. Clubb whose case itself should be dismissed
and/or converted to Chapter 7.

PHM also points out that there is no plan to vote on.  Even an
insider can object to a plan or move to dismiss, it points out.

Attorneys for PHM can be reached at:

         Philip J. Giacinti, Jr., Esq.
         PROCOPIO, CORY, HARGREAVES & SAVITCH LLP
         525 B Street, Suite 2200
         San Diego, California 92101
         Tel: (619)238-1900
         Fax: (619)235-0398

                 About Plaza Village Senior Living

Plaza Village Senior Living, LLC, filed a Chapter 11 petition
(Bankr. S.D. Cal. Case No. 13-02723) on March 19, 2013.

The Debtor owns the facility known as Plaza Village Senior Living,
consisting of 62 memory care beds, 32 assisted living beds and 14
independent living beds located at 950 L avenue, National City,
California.

Darryl Clubb signed the petition as managing member.  The Debtor
scheduled assets of $11,533,346 and scheduled liabilities of
$15,751,246.  Andrew H. Griffin, III, Esq., of Law Offices of
Andrew H. Griffin, III, serves as the Debtor's counsel.

On March 27, the bankruptcy case was transferred to the calendar
of Bankruptcy Judge Peter W. Bowie for all further matters and
hearings.

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, informed
the Court that no committee of unsecured creditors has been
appointed because sufficient indications of willingness to serve
on the committee have not been received from eligible persons.


PLAZA VILLAGE: Hires Andrew H. Griffin as General Counsel
---------------------------------------------------------
Plaza Village Senior Living, LLC asks, the U.S. Bankruptcy Court
for permission to employ the Law Offices of Andrew H. Griffin, III
as counsel.

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

A retainer of $17,500 has been paid to the Law Offices of Andrew
H. Griffin, III pursuant to the retainer agreement.

The counsel can be reached at:

         Andrew H. Griffin, III 108378
         LAW OFFICE OF ANDREW H. GRIFFIN, III
         275 E. Douglas Ave., Ste. 112
         El Cajon, CA 92020
         Tel: (619) 440-5000
         Fax: (619) 440-5991
         E-mail: griffinlaw@mac.com

                 About Plaza Village Senior Living

Plaza Village Senior Living, LLC, filed a Chapter 11 petition
(Bankr. S.D. Cal. Case No. 13-02723) on March 19, 2013.

The Debtor owns the facility known as Plaza Village Senior Living,
consisting of 62 memory care beds, 32 assisted living beds and 14
independent living beds located at 950 L avenue, National City,
California.

Darryl Clubb signed the petition as managing member.  The Debtor
scheduled assets of $11,533,346 and scheduled liabilities of
$15,751,246.  Andrew H. Griffin, III, Esq., of Law Offices of
Andrew H. Griffin, III, serves as the Debtor's counsel.

On March 27, the bankruptcy case was transferred to the calendar
of Bankruptcy Judge Peter W. Bowie for all further matters and
hearings.

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, informed
the Court that no committee of unsecured creditors has been
appointed because sufficient indications of willingness to serve
on the committee have not been received from eligible persons.


PLAZA VILLAGE: Wants to Tap Mountain Lakes as Senior Living Mgr.
----------------------------------------------------------------
Plaza Village Senior Living, LLC asks the U.S. Bankruptcy Court
for permission to employ Mountain Lakes Senior Living, Inc., as
their management company.

The Debtor believes that Mountain Lakes is well qualified to
represent it in marketing, managing, and operating the Debtor's
Senior Living Project located at 950 L Avenue, National City, CA.
Mountain Lakes has more than 30 years experience in marketing,
managing, and operating senior living in the United States.

The management agreement signed by the parties provide for a five-
year term.  Mountain Lakes will receive a monthly management fee
equal to 5 percent of the facility's monthly gross receipts for
the first year of the agreement, but in no case less than $5,000
per month; thereafter, the fee will increase to 6 percent.
Mountain Lakes will also receive incentive fees of 5 percent of
net operating income (NOI) in excess of the targeted NOI.

Mountain Lakes' C. Rick Jensen attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Mountain Lakes can be reached at:

        MOUNTAIN LAKES SENIOR LIVING, INC
        4712 Mountain Lakes Boulevard, Suite 150
        Redding, CA 96003
        Attn: C. Rick Jensen, CEO
        Tel: (530) 222-6797
        Fax: (530) 222-7725

                 About Plaza Village Senior Living

Plaza Village Senior Living, LLC, filed a Chapter 11 petition
(Bankr. S.D. Cal. Case No. 13-02723) on March 19, 2013.

The Debtor owns the facility known as Plaza Village Senior Living,
consisting of 62 memory care beds, 32 assisted living beds and 14
independent living beds located at 950 L avenue, National City,
California.

Darryl Clubb signed the petition as managing member.  The Debtor
scheduled assets of $11,533,346 and scheduled liabilities of
$15,751,246.  Andrew H. Griffin, III, Esq., of Law Offices of
Andrew H. Griffin, III, serves as the Debtor's counsel.

On March 27, the bankruptcy case was transferred to the calendar
of Bankruptcy Judge Peter W. Bowie for all further matters and
hearings.

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, informed
the Court that no committee of unsecured creditors has been
appointed because sufficient indications of willingness to serve
on the committee have not been received from eligible persons.


PLUG POWER: Air Liquide to Resell 12.1 Million Common Shares
------------------------------------------------------------
Plug Power Inc. disclosed that Air Liquide Investissements
d'Avenir et de Demonstration intends to resell up to 12,184,216
shares of the Company's common stock, par value $0.01 per share.
The securities registered consist of (a) 10,695,381 shares of
Common Stock, which are issuable upon conversion of the shares of
the Company's Series C Redeemable Convertible Preferred Stock, par
value $0.01 per share, and (b) 1,488,835 shares of Common Stock,
which are issuable in lieu of cash dividends payable on shares of
Series C Preferred Stock.

The shares of Common Stock that may be resold by Air Liquide
pursuant to this prospectus constitutes approximately 14.9 percent
of the Company's issued and outstanding Common Stock as of June 3,
2013.

The Company's Common Stock is traded on the NASDAQ Capital Market
under the symbol "PLUG."  On May 31, 2013, the last reported sale
price of the Company's Common Stock on the NASDAQ Capital Market
was $0.38 per share.

The Company will not receive any proceeds from the sale of the
shares of Common Stock covered by this prospectus.  The Company
will bear all costs in effecting the registration of the shares of
Common Stock covered by this prospectus.

A copy of the Form S-3 prospectus is available at:

                        http://is.gd/bWIKwn

                         About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

The Company's balance sheet at March 31, 2013, showed
$37.1 million in total assets, $29.4 million in total liabilities,
and stockholders' equity of $7.7 million.


PLY GEM: Moody's Raises Corp. Family Rating to 'B3'
---------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating
assigned to Ply Gem Industries, Inc., a manufacturer of exterior
building products, to B3 from Caa1, and its Probability of Default
Rating to B3-PD from Caa1-PD. This rating action results from
expectations of significantly improved credit metrics following
Ply Gem Holdings, parent company of Ply Gem ("collectively Ply
Gem"), using a majority of its IPO proceeds for debt reduction. In
a related rating action Moody's upgraded the company's senior
secured notes due 2018 to B3 from Caa1, and its senior unsecured
notes due 2017 to Caa2 from Caa3. Moody's also assigned a
speculative grade liquidity rating of SGL-3.

The following ratings were affected by these actions:

Corporate Family Rating upgraded to B3 from Caa1;

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

Senior secured notes due 2018 upgraded to B3 (LGD4, 52%) from Caa1
(LGD4, 51%); and,

Senior unsecured notes due 2017 upgraded to Caa2 (LGD6, 94%) from
Caa3 (LGD6, 93%).

Speculative grade liquidity rating of SGL-3 is assigned.

RATINGS RATIONALE

The upgrade of Ply Gem's corporate family rating to B3 from Caa1
results from Moody's expectations that credit metrics will
significantly improve following Ply Gem using a majority of its
IPO proceeds for debt reduction. Ply Gem recently completed its
IPO, inclusive of the over-allotment, raising approximately $381
million. Ply Gem is applying almost $240 million of this amount
towards debt reduction, reducing its pro forma debt-to-EBITDA
ratio to just below 6.75 times from 8.6 times at 1Q13. The debt
pay down could also save Ply Gem nearly $15 million in annual
interest payments, increasing its interest coverage to about 1.2
times from 0.9 times for the 12 months ended March 30, 2013 (all
ratios incorporate Moody's standard adjustments).

Ply Gem Holdings will also use a portion of the proceeds to pay
transaction fees and other expenses, for general corporate
purposes and to acquire Mitten Inc. (unrated), a Canadian
manufacturer of vinyl siding, for CAD82 million ($80 million),
pending regulatory approval. Mitten distributes its products
through its own distribution centers throughout Canada. Most of
Mitten's locations are in the eastern part of Canada, giving Ply
Gem exposure to a region where it previously had no presence.

"The speculative grade liquidity rating of SGL-3 reflects our view
that Ply Gem will maintain an adequate liquidity profile over the
next 12 months. Revolver availability should be sufficient to meet
any potential shortfall in operating cash flow to cover its
working capital requirements and capital expenditure needs in the
near term, especially as the company spends more to meet higher
demand," Moody's said.

"The rating outlook remains positive reflecting our expectations
for Ply Gem to benefit from a gradual recovery in its key end
markets and improved operating performance resulting in better
debt credit metrics, especially in light of reduced debt service
requirements following the company's IPO," Moody's said.

The one-notch rating upgrade for each of Ply Gem's rated debt
instruments results from the improvement in the company's
corporate family rating.

As the company's end markets improve Ply Gem will need to
demonstrate the ability to generate significant levels of
operating earnings and free cash flow. Operating performance that
results in debt-to-EBITDA remaining below 5.5 times or EBITA-to-
interest sustained above 2.0 times (all ratios incorporate Moody's
standard adjustments) could result in an upgrade.

Factors that could result in stabilization of the ratings include
operating performance falling below expectations or erosion in the
company's financial performance due to an unexpected further
decline in Ply Gem's end markets. Debt-to-EBITDA remaining above
6.0 times, EBITA-to-interest expense remaining below 1.0 times
(all ratios incorporate Moody's standard adjustments) or a
deteriorating liquidity profile could pressure the ratings.

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

Ply Gem Industries, Inc, headquartered in Cary, NC, is a leading
manufacturer of exterior building products in North America. The
company's core products are vinyl siding, windows, patio doors,
and stone veneer, serving both the new construction and repair and
remodeling end markets. CI Capital Partners LLC ("CI Capital"),
through its respective affiliates, is the majority owner of Ply
Gem. Revenues for the 12 months through March 30, 2013 totaled
about $1.1 billion.


PONTIAC CITY: Moody's Lowers GOULT Issuer Rating to 'B3'
--------------------------------------------------------
Moody's Investors Service has downgraded to B3 from B1 the general
obligation unlimited tax (GOULT) issuer rating of the Pontiac City
School District (MI). Concurrently, Moody's has downgraded to Caa1
from B2 the district's outstanding general obligation limited
(GOLT) tax debt. The ratings remain under review for possible
downgrade. The district has $14.8 million of rated general
obligation limited debt outstanding.

Summary Ratings Rationale

The downgrade of the GOLT rating to Caa1, and GOULT issuer rating
to B3, was triggered by the district's GOLT default on May 1, 2013
when it failed to make a debt service payment of approximately
$1.4 million for its Series 2006 School Building and Site Bonds.
The bulk of the district's outstanding indebtedness comprises GOLT
bonds, which are secured by the district's general obligation
limited tax pledge payable from all operating revenues, subject to
constitutional and statutory limitations. Although the GOLT bonds
were insured by Syncora Guaranty, the insurer was not notified of
the default by the paying agent until May 21. The district filed
an EMMA notice on May 24 indicating a claim had been made. As of
this date, the district has not repaid the insurer, though Syncora
covered the debt service due bondholders within days of its
notification from the paying agent.

The B3 issuer rating also incorporates the district's overall
severely challenging credit position, with a General Fund deficit
balance now exceeding 50% of revenues after years of operating
imbalance; continued significant enrollment declines that factor
unfavorably into the state aid formula and forced a major
downsizing; and continued economic stress. The district's poor
cash position was exacerbated by the state's recent refusal to
approve a tax anticipation cash flow note, which the district
typically issues each April. The Caa1 rating on the district's
outstanding general obligation limited tax debt is one notch below
the issuer rating, reflecting the constraints on the district's
operating revenues from which GOLT debt service is paid. The
rating is under review for downgrade given the uncertainty
regarding the amount and timing of recovery on the missed May 1st
debt service payment, the high probability that the district will
need to borrow for its upcoming debt service payments, and
continued deterioration of the district's cash flows. "We expect
to resolve the review pending updated financial information from
the district as well as details of the district's plan for
reimbursement to the insurer," Moody's said.

The district's upcoming June 15 debt service payments for GOULT
debt are likely to be paid through borrowing from state school
loan revolving fund.

Strengths

- Economic base includes the institutional presence of Oakland
   University and Chrysler world headquarters

- Recent stabilization of automotive industry

- Modest debt burden supported by rapid amortization

- Implementation of significant expenditure reductions

Challenges

- Uncertainty regarding the timing and extent of recovery on
   defaulted payments

- Extremely stressed liquidity resulting in an inability to meet
   cash flow needs

- Significant and ongoing enrollment declines that have forced
   major downsizing and state aid losses

- Poor financial management practices including borrowing from
   the debt service funds for operations

- History of the state withholding aid, which further stressing
   cash flows

- Continuation of structurally imbalanced operations resulting in
   large deficit fund balance position

- Limited revenue raising flexibility with high dependence on
   state foundation allowance

- High degree of management instability

- Severely stressed tax base with substantial valuation declines

Outlook

The rating remains under review for downgrade due to the
uncertainty regarding the amount and timing of recovery on the
missed May 1st debt service payment, the high probability that the
district will need to borrow for its upcoming debt service
payments as a result of General Fund borrowing from the district's
debt service fund, and continued deterioration of the district's
cash flows. The review will also consider the relative
relationship between the ratings on the district's general
obligation unlimited tax and general obligation limited tax debt,
given that the district may have borrowed from the fund supported
by its dedicated debt service levy to fund pressured operations.
"We expect to resolve the review pending updated financial
information from the district as well as details of the district's
plan for reimbursement to the insurer," Moody's said.

WHAT COULD CHANGE THE RATING UP
(or removal of ratings under review)

- Repayment of missed debt service payment in full

- Improved liquidity and cash flow

- Reduced reliance on cash flow borrowing to fund operations

- Improvement in accounts payable

WHAT COULD CHANGE THE RATING DOWN

- Failure to repay missed debt service payment

- Failure to make upcoming debt service payment

- Further deterioration in the district's cash flows, putting at
   risk future repayment of obligations

- Increase in likelihood of bankruptcy filing

Rating Methodology

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


POWERWAVE TECHNOLOGIES: Can Tap Goldberg Lowesntein as IP Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Powerwave Technologies, Inc., to employ Goldberg, Lowenstein &
Weatherwax LLP as special counsel for intellectual property
matters.

GLW will, among other things, investigate potential infringement
actions involving the Debtor's patent portfolio in conjunction
with the Debtor's marketing efforts.  GLW has agreed to render
services for a flat fee of $110,000.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Cal., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors has retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.


PREMIER HOLDING: Reports $466K Net Income in First Quarter
----------------------------------------------------------
Premier Holding Corp. filed its quarterly report on Form 10-Q,
reporting net income of $466,147 on $129,236 of revenues for the
three months ended March 31, 2013, compared with a net loss of
$452,330 on $59,500 of revenues for the same period last year.

The net income in Q1 2013 was generated by the sale of
discontinued operations, as well as reduced costs and increased
revenues during that same period.

The Company's balance sheet at March 31, 2013, showed $6.0 million
in total assets, $130,190 in total current liabilities, and
stockholders' equity of $5.9 million.

The Company said: "The Company has sustained operating losses of
$8,675,781 since inception.  The Company's continuation as a going
concern is dependent on management's ability to develop profitable
operations, and/or obtain additional financing from its
stockholders and/or other third parties.

"The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern; however, the above conditions raise substantial doubt
about the Company's ability to do so."

A copy of the Form 10-Q is available at http://is.gd/AmYn9z

Premier Holding Corporation's wholly owned subsidiary WEPOWER
Ecolutions, Inc. offers renewable energy production and energy
efficiency products and services to commercial middle market
companies.  On Feb. 26, 2013, WEPOWER Ecolutions, Inc., changed
its name to "Energy Efficiency Experts, Inc. (E3) in order to
better communicate the business of the entity.  E3 is a U.S.
energy service company based in the Los Angeles area offering
renewable energy production, energy efficiency products, and
services to commercial middle market companies, Fortune 500
brands, developers and management companies of large scale
residential developments as well as the general public so long as
the product and the solutions fit the market segment.


PRIMCOGENT SOLUTIONS: Can Use ORIX's Cash Collateral Until June 13
------------------------------------------------------------------
Primocogent Solutions LLC obtained interim authorization from the
U.S. Bankruptcy Court for the Northern District of Texas to use
the cash collateral of secured lender ORIX Ventures, LLC, until
June 13, 2013.

As reported by the Troubled Company Reporter on May 29, 2013, the
Debtor asked the Court for various relief, including use of the
Secured Lender's cash collateral.  The Debtor said that the sole
supplier of its products, Erchonia Corporation, terminated their
exclusive distribution agreement, its secured lender seized its
bank account, and the prior exclusive North American distributor
of Erchonia's products misled it into buying the business less
than two years ago.  The Debtor estimated that if it is able to
use cash collateral, and if Erchonia is enjoined from continuing
to breach its obligations under the agreements and damage the
Debtor's business with its tortious actions, the Debtor would have
more than sufficient cash flow to "service" the secured loan
obligations to the Secured Lender through monthly payments, in
cash, of postpetition interest.

In exchange for the use of cash collateral, the Secured Lender is
granted (i) first priority postpetition security interests in and
liens on all of the Debtor's property; and, should the adequate
protection prove to be insufficient (ii) first priority
superpriority administrative expense claims under section 507(b)
of the Bankruptcy Code with priority payment over any and all
administrative expenses.

The Debtor will also pay the Secured Lender (i) ongoing payment in
cash on a current basis, no less than monthly, of the reasonable
and documented fees, costs and expenses of the Secured Lender in
connection with the Chapter 11 case; and (ii) ongoing and current
payment in cash on a monthly basis, with the first payment
commencing on May 31, 2013, of an amount equal to the monthly
postpetition interest payable on the secured loan document
obligations.

In addition to adequate protection payments, the Debtor is
directed to pay the Secured Lender, on a weekly basis, on the last
day of each week, with the first payments, if any, due June 7,
2013, any proceeds received by the Debtor from June 3, 2013, the
date of the interim order, from sles of the Debtor's products in
excess of the cost of goods sold for the products.

A final hearing on the Debtor's use of cash collateral is set for
June 13, 2013, at 10:00 a.m.

                     About Primcogent Solutions

Primcogent Solutions, LLC, is a supplier and distributor of
medical equipment and services in North America.  Primcogent
operates as the exclusive North American (and, through its
European subsidiaries, Western European) seller or distributor of
equipment manufactured by Erchonia Corporation, pursuant to
exclusive license and supply agreements.  Products sold include
Erchonia's non-invasive body-contouring laser technology
trademarked under the name Zerona(R), including the Zerona Body
Laser.

Primcogent was formed in late 2011 following the acquisition
of the business of Santa Barbara Medical Innovations LLC for
$18 million.  Although the Erchonia agreement gave Primcogent
perpetual rights to sell Erchonia products, Erchonia declared in
March 2013 that the agreement has been terminated due to
Primcogent's alleged failure to perform and starting that time
stopped servicing Primcogent's products.  Primcogent, on the other
hand, claims Erchonia has committed fraud, breached the agreement
and tortiously interfered with Primcogent's business.  Primcogent
cites, among other things, Erchonia's failure to obtain FDA
clearance of Lunula, a laser technology used to treat or cure toe
fungus.

Primcogent also claims ORIX, its secured lender, is working in
concert with Erchonia.  A default in the Erchonia agreement
triggered a cross-default in the credit agreement, and the secured
lender has already seized control of Primcogent's cash account and
is attempting to control warehouse inventory.

Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013.  The
petition was signed by David Boris, chairman of board of managers
of managing member.  The Debtor estimated assets of at least $50
million and debts of at least $10 million.  Judge Michael Lynn
presides over the case.  Jason Napoleon Thelen, Esq.,at Andrews
Kurth, LLP, serves as the Debtor's counsel.

ORIX is represented by Robert W. Jones, Esq., and Brian Smith,
Esq., at Patton Boggs, LLP.

Erchonia is represented by Ira M. Schwartz, Esq., and Lawrence D.
Hirsh, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., and J.
Michael Sutherland, Esq., and Lisa M. Lucas, Esq., at Carrington,
Coleman, Sloman & Blumenthal, LLP.


PRESIDENTIAL REALTY: Baker Tilly is New Accounting Firm
--------------------------------------------------------
Presidential Realty Corporation was informed by its independent
registered public accounting firm, Holtz Rubenstein Reminick LLP
that HRR has combined its practice with Baker Tilly Virchow
Krause, LLP, effective as of June 1, 2013.  As a result of the
merger, HRR effectively resigned as the Company's independent
registered public accounting firm and Baker Tilly, as the
successor to HRR following the Merger, became the Company's
independent registered public accounting firm.  The engagement of
Baker Tilly was approved by the Audit Committee of the Company's
Board of Directors on June 1, 2013.

The principal accountant's reports of HRR on the financial
statements of the Company as of and for the years ended Dec. 31,
2012, and 2011 did not contain any adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles, except for the expression of
substantial doubt about the Company's ability to continue as a
going concern.

During the years ended Dec. 31, 2012, and 2011 and through the
effective date of the Merger, there were no disagreements with HRR
on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which if not
resolved to HRR's satisfaction would have caused HRR to make
reference thereto in connection with its reports on the financial
statements for those years.  During the years ended Dec. 31, 2012,
and 2011 and through June 1, 2013, there were no reportable events
of the types described in Item 304(a)(1)(v) of Regulation S-K.

On June 1, 2013, the Audit Committee approved the engagement of
Baker Tilly as the Company's independent registered public
accounting firm, effective as of June 1, 2013.

                     About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

Following the 2011 results, Holtz, Rubenstein Reminick LLP, in
Melville, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a working capital deficiency.

The Company reported a net loss of $6.16 million in 2011,
compared with a net loss of $2.57 million in 2010.  The Company's
balance sheet at March 31, 2013, showed $15.98 million in total
assets, $19.83 million in total liabilities and a $3.84 million
total deficit.


QUICKSILVER RESOURCES: S&P Assigns 'CCC+' Rating to $200MM Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'CCC+' issue-level rating to Ft. Worth, Texas-based oil and gas
exploration and production (E&P) company Quicksilver Resources
Inc.'s proposed $200 million second-lien notes due 2019.  The
recovery rating on this debt is '5', indicating S&P's expectation
of modest (10% to 30%) recovery to creditors in the event of a
payment default.  S&P has also assigned its 'CCC' issue-level
rating and '6' recovery rating to the company's proposed
$675 million senior unsecured notes due 2021.  The '6' recovery
rating indicates S&P's expectation of negligible (0% to 10%)
recovery in the event of a payment default.

The company intends to use the net proceeds, along with the net
proceeds from its proposed $600 million second-lien term loan
announced on May 23, to refinance its existing $1.37 billion of
unsecured debt maturing in 2015 and 2016, including subordinated
debt maturing in 2016, as well as pay any fees and expenses
related to the refinancing and consent solicitation with respect
to its senior unsecured notes due 2019.

"Our 'B-' corporate credit rating on the company and our negative
outlook remain unchanged," said Standard & Poor's credit analyst
Carin Dehne-Kiley.

The ratings reflect S&P's assessment of the company's "vulnerable"
business risk, "highly leveraged" financial risk, and "adequate"
liquidity.  The ratings incorporates S&P's expectation that
Quicksilver's profitability will remain below average due to its
high exposure to currently weak natural gas and natural gas
liquids (NGL) prices, its relatively large proven reserve base for
the rating, and low cost structure.  The ratings also reflect the
company's currently high leverage, good hedges in place through
2015, and the potential that asset monetizations or joint ventures
could reduce leverage.

Ratings List

Quicksilver Resources Inc.
Corporate credit rating                       B-/Negative/--

New Ratings
Quicksilver Resources Inc.

  $200 mil second-lien notes due 2019          CCC+
   Recovery rating                             5
  $675 mil sr unsecd notes due 2021            CCC
   Recovery rating                             6


RESIDENTIAL CAPITAL: June 26 Hearing on Berkshire Bid to Unseal
---------------------------------------------------------------
The hearing on the motion of Berkshire Hathaway Inc. to unseal the
Chapter 11 Examiner's report has been adjourned to June 26, 2013,
at 10:00 a.m. (Prevailing Eastern Time).  Objections are due
June 19.

Seth Goldman, Esq., Thomas Walper, Esq., and Daniel J. Harris,
Esq., at Munger, Tolles & Olson LLP, in Los Angeles, California,
represent Berkshire Hathaway.

As reported in the TCR on May 28, Berkshire Hathaway is asking the
Bankruptcy Court to unseal the report of the Court-appointed
examiner Arthur J. Gonzales that was filed under seal on May 13,
2013.

As one of the largest holders of ResCap's junior secured bonds,
Berkshire continues to have a significant stake in the outcome of
the Debtors' bankruptcy cases, counsel to Berkshire, Thomas B.
Walper, Esq., at Munger, Tolles & Olson LLP, in Los Angeles,
asserts.  Berkshire believes that the plan support agreement may
further delay the public release of the Examiner's report.  Mr.
Walper further asserts that the PSA may indeed represent a fair
and good faith settlement between the Debtors and Ally Financial
Inc. and be in the best interest of creditors, but without the
benefit of the independent and comprehensive assessment of the
Examiner's report, creditors will be ill-equipped to evaluate the
fairness of the PSA and any plan of reorganization that is based
upon it.

                     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: Wants to Enforce Stay on Navarro Suit
----------------------------------------------------------
Residential Capital LLC and its affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to enforce the
automatic stay with respect to the foreclosure action captioned
GMAC Mortgage, LLC v. Marcia Navarro, et al. (Case No. 13-2008-CA-
74998), currently pending in the Circuit Court of the Eleventh
Judicial Circuit and for Miami-Dade County, in the State of
Florida.

The relief, according to the Debtors, is necessary to provide them
with full benefit of the breathing spell afforded to debtors in
bankruptcy proceedings so that they can continue to focus on their
Chapter 11 cases in a manner that is fair to the Debtors, their
estates, and their creditors.

Gary S. Lee, Esq., Norman S. Rosenbaum, Esq., and Erica J.
Richards, 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: FHFA's Appeal Dismissed as Moot
----------------------------------------------------
Judge Denise Cote of the U.S. District of Court for the Southern
District of New York signed an order dated May 20, 2013,
dismissing Federal Housing Finance Agency's appeal as moot.

The proceeding is related to 16 actions filed by FHFA in the
Southern District of New York, all of which are being coordinated
and supervised by the Court.  In the actions, FHFA, serving as
conservator for the Federal National Mortgage Association and the
Federal Home Loan Mortgage Corporation, has sued many banks and
related entities and individuals in connection with the packaging,
marketing and sale of residential mortgage-backed securities that
the GSEs purchased from 2005 to 2007.  FHFA filed a motion to
compel discovery from Residential Capital, LLC, to obtain loan
tapes and loan files relevant to the actions.  The Bankruptcy
Court denied FHFA's motion to compel discovery from ResCap.
Although the Bankruptcy Court denied FHFA's motion, ResCap agreed
to provide FHFA with the loan tapes.

Judge Cote ruled that FHFA's appeal is clearly moot.  The original
dispute presented to the Bankruptcy Court was over two sets of
documents: loan tapes and loan files relating to FHFA's sample in
the Ally action.  The loan tapes were produced pursuant to a joint
stipulation between the parties even before the bankruptcy court's
discovery order.  The loan files have also already been produced,
pursuant to a "binding, judicially enforceable agreement" entered
into by both parties and signed by both the District Court and the
Bankruptcy Court.

The case is Federal Housing Finance Agency, as Conservator for the
Federal Home Loan Mortgage Corporation, Appellant, v. Residential
Capital, LLC, et al., Appellees, Case No. 12 Civ. 8487 (S.D.N.Y.).
A full-text copy of Judge Cote's Decision is available at
http://bankrupt.com/misc/RESCAPdcmay20ord.pdf

For the Appellant: Andrew K. Glenn, Esq., Kanchana Wangkeo Leung,
Esq., and Daniel A. Fliman, Esq., at Kasowitz, Benson, Torres &
Friedman, LLP, in New York.

For the Appellees: Joel C. Haims, Esq., Kayvan B. Sadeghi, Esq.,
and Jonathan C. Rothberg, Esq., at Morrison & Foerster LLP, in New
York; and Deanne E. Maynard, Esq., and Marc A. Hearron, Esq., at
Morrison & Foerster LLP, in Washington, D.C.

                     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).


REVSTONE INDUSTRIES: Angle Advisors Can Assist in Greenwood Sale
----------------------------------------------------------------
Debtor Greenwood Forgings, LLC, sought and obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Angle Advisors LLC as investment banker.

Greenwood relates that in order to maximize the value of the
assets for the benefit of all constituents, it continues to market
its assets and intends to go forward with a sale to the highest or
best bidder.

Angle Advisors, as investment banker, will, among other things:

   (a) identify and contact qualified and logical acquirers for
      Greenwood;

   (b) assist Greenwood in coordinating site visits for interested
      buyers; and

   (c) assist with the development and presentation of requested
      information and responding to inquiries.

Greenwood believes that the strategic transaction services
provided by Angle will not duplicate the services that other
professionals will be providing to Greenwood in the Chapter 11
cases.

Clifton H. Roesler, managing director of Angle, tells the Court
that his firm will be compensated according to this fee structure:

   a) Stalking Horse Bonus -- Iin the event that a stalking
      horse asset purchase agreement is accepted and signed
      by chief restructuring officer within 60 days of the
      information being approved for release to interested
      buyers, Greenwood will pay Angle a stalking horse bonus
      of $25,000.

   b) Transaction Fee -- Greenwood will pay Angle a
      Transaction Fee (from the closing proceeds) equaling
      $250,000 plus 2.5% of total consideration in each
      strategic transaction exceeding $2.5 million upon the
      closing of any strategic transaction.

   c) Court Related Fees -- A daily fee of $2,500 (charged in
      half day increments) for Court appearances and testimony,
      including reasonable preparation and travel.

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

           About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


REVSTONE INDUSTRIES: Can Employ Kirkland & Ellis as Counsel
-----------------------------------------------------------
Revstone Industries LLC, et.al., sought and obtained approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Kirkland & Ellis LLP as special counsel to the restructuring
committee.

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

   a. Review decisions undertaken or presented for approval by the
      Restructuring Committee or its members relating to the
      Debtor's chapter 11 cases pursuant to the Debtors' operating
      agreements and governance documents;

   b. Provide oversight exercised by the Restructuring Committee
      or its members pursuant to the Debtors' operating agreements
      and governance documents; and

   c. Attend or prepare for restructuring committee meetings,
      board meetings, presentations for these meetings, and the
      reviewing minutes for certain meetings.

For the period from June 1, 2013, going forward, the Debtors shall
be authorized to pay, on a monthly basis, the lesser of (i) 80
percent of the fees and 100 percent of the expenses and (ii) fees
up to $17,500 and 100 percent of expenses; in each case as such
fees and expenses become payable on an interim bases pursuant to a
Monthly Fee Application; provided, that to the extent total fees
incurred in a given month are less than $17,500, such variance
shall be added to the cap otherwise imposed by clause (ii) on a
cumulative basis for all subsequent months.

Fees and expenses for any month in the period from June 1, 2013,
going forward in excess of the Post-June 1 Monthly Cao shall be
payable only when holdbacks are otherwise paid on an interim basis
pursuant to an Interim Fee Application Request, final fee
application, or otherwise pursuant to an order of the Court.

James Sprayregen -- james.sprayregen@kirkland.com --, partner at
Kirkland & Ellis, attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

            About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


RG STEEL: to Reject Contracts With Timken Industrial
----------------------------------------------------
RG Steel Sparrows Point LLC said it is rejecting its contracts
with Timken Industrial Services LLC.

The move came a week after Timken filed a motion in U.S.
Bankruptcy Court for the District of Delaware demanding RG Steel
to either assume or reject their contracts.

The companies are parties to several purchase orders, under which
Timken agreed to repair bearings and other equipment for RG Steel
and its affiliates.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture
LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No.
12-11661) on May 31, 2012.  Bankruptcy was precipitated by
liquidity shortfall and a dispute with Mountain State Carbon, LLC,
and a Severstal affiliate, that restricted the shipment of coke
used in the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


ROTECH HEALTHCARE: Seeks to Extend Schedules & Statements Filing
----------------------------------------------------------------
Rotech Healthcare Inc. filed a motion with the U.S. Bankruptcy
Court seeking to extend the deadline to file (i) schedules of (a)
assets and liabilities, (b) executory contracts and unexpired
leases, and (c) current income and expenditures and (ii)
statements of financial affairs for an additional 14 days, through
and including June 11, 2013.

The Debtors assert that the extension requested is appropriate
because of the size and complexity of their chapter 11 cases.  The
Debtors' estates comprise the assets and business enterprise of
one hundred and fifteen separate debtor entities.

In addition, the Debtors relate that they have had to devote
substantial time and attention to stabilizing their business and
addressing numerous critical operational matters in these Chapter
11 cases.

Moreover, as the Court is aware, the Debtors point out that since
the filing of the initial request seeking an extension to the
Schedules Deadline, they have been forced to litigate with the
Official Committee of Equity Security Holders over the DIP
financing.  This litigation, the Debtors specify, has posed a
serious distraction and required significant attention and
responsiveness from the Debtors and their management.

Co-Attorneys of the Debtors can be reached at:

         James L. Patton, Jr.
         Robert S. Brady
         Joseph M. Barry
         Kenneth J. Enos
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square
         1000 North King Street
         Wilmington, Delaware 19801
         Tel: (302)571-6600
         Fax: (302)571-1253

            -- and --

         Martin J. Bienenstock
         Geoffrey T. Raicht
         Vincent Indelicato
         Proskauer Rose LLP
         Eleven Times Square
         New York, New York 10036
         Tel: (212)969-3000
         Fax: (212)969-2900

                     About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Grant
Thornton LLP as its financial advisor, and Buchanan Ingersoll &
Rooney PC as its Delaware counsel.


ROTECH HEALTHCARE: Shareholders Panel Retains Professionals
-----------------------------------------------------------
The Official Committee of Equity Security Holders appointed in the
Chapter 11 cases of Rotech Healthcare Inc. and its debtor
affiliates filed applications seeking authority from the U.S.
Bankruptcy Court for the District of Delaware to retain the
following restructuring professionals:

   -- Bifferato LLC as local Delaware counsel to be paid $345-$700
      per hour for directors, $225-$425 for associates, and
      $150-$200 for paralegals; and

   -- Moelis & Company LLC as financial advisor to be paid a
      $125,000 monthly fee, a $1.75 million restructuring fee, and
      a $2.5 million sale transaction fee.

The firms assured the Court that they are disinterested persons
pursuant to Section 101(14) of the Bankruptcy Code and do not
represent any interest adverse to the Equity Committee.

A hearing on the retention applications will be held on June 13,
2013, at 11:00 a.m. (EST).

                     About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Grant
Thornton LLP as its financial advisor, and Buchanan Ingersoll &
Rooney PC as its Delaware counsel.


ROTECH HEALTHCARE: Committee Has Otterbourg as Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Rotech Healthcare Inc., et al., to retain
Otterbourg, Steindler, Houston & Rosen, P.C., as counsel.

The firm will be paid the following hourly rates:

   Partner/Counsel     $550-$940
   Associate           $265-$645
   Paralegal           $235-$250

                     About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Grant
Thornton LLP as its financial advisor, and Buchanan Ingersoll &
Rooney PC as its Delaware counsel.


SABINE OIL: S&P Lowers Rating on Sr. Sec. 2nd-Lien Debt to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its senior
secured second-lien debt rating on Sabine Oil & Gas LLC (Sabine)
to 'B-' (one notch below the corporate credit rating) from 'B'.
S&P revised its recovery rating on this debt to '5', indicating
its expectation for modest (10 % to 30%) recovery in the event of
a payment default, from '4'.

"The revised recovery rating reflects the increase of the
borrowing base of Sabine's bank credit facility, and negative
revisions to the company's oil and gas reserves," said Standard &
Poor's credit analyst Ben Tsocanos.

S&P based its valuation of reserves on a company-provided PV-10
report using year-end 2012 reserves at S&P's stressed price
assumptions of $50 per barrel of West Texas Intermediate crude oil
and $3.50 per million British thermal units of Henry Hub natural
gas.  For the complete recovery analysis, see S&P's recovery
report on Sabine to be published on RatingsDirect following the
release of this report.  S&P lowered the senior secured second-
lien debt rating due to the recovery rating revision.

The 'B' corporate credit rating and stable outlook remain
unchanged.  The corporate credit rating on Sabine reflects the
company's "vulnerable" business risk profile "aggressive"
financial risk profile, and "adequate" liquidity position.  The
ratings incorporate Sabine's operations in the volatile oil and
natural gas industry, its small size and scope of operations, and
S&P's expectations of increasing share of oil and natural gas
liquids in the production mix.

RATING LIST

Sabine Oil & Gas LLC
Corporate credit rating                         B/Stable

Sabine Oil & Gas LLC
Ratings Lowered
                                                To           From
Senior second-lien secured debt rating         B-           B
   Recovery rating                              5            4


SAN DIEGO HOSPICE: Creditors May File Claims Thru June 27
---------------------------------------------------------
Creditors of San Diego Hospice & Palliative Care Corporation may
submit their proof of claims no later than June 27, 2013.

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.

On April 30, 2013, San Diego Hospice received Court authority to
sell its unused 24-bed hospice facility to Scripps Health for
$16.55 million.  Scripps made the opening bid of $10.7 million at
the auction that took place before the sale-approval hearing.  The
other bidder was Sharp Healthcare.  The sale is also subject to
approval by regulators in California.

In May 2013, San Diego Hospice and its creditors' committee
jointly filed a liquidating Chapter 11 plan and an explanatory
disclosure statement.  There will be a June 27 hearing in U.S.
Bankruptcy Court in San Diego for approval of disclosure materials
telling unsecured creditors with claims from $12 million to $16
million why their recovery may range from nothing to 43 percent.


SCOTTSDALE VENETIAN: Taps Charles B. Foley as Accountant
--------------------------------------------------------
Scottsdale Venetian Village, LLC, asks for permission from the
U.S. Bankruptcy Court for the District of Arizona to employ
Charles B. Foley, CPA, PLLC, as accountant.

Foley will assist the Debtor with the bookkeeping and accounting
services in connection with the preparation of information and
reports required by the Bankruptcy Code and requested by creditors
during the pendency of Debtor's bankruptcy case and preparation of
applicable federal and state income tax returns.  Foley will be
paid at $175 per hour.

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

                    About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., at Polsinelli
Shughart, P.C., in Phoenix.


SCHOOL SPECIALTY: Seeks to Expand A&M's Scope of Services
---------------------------------------------------------
School Specialty, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to amend their
engagement letter with Alvarez & Marsal North America, LLC, to
expand the scope of the services the firm will render to the
Debtors.

The supplemental services include assisting the Debtors in
preparing its post-bankruptcy financial statements, providing the
Debtors with the related personnel's assessment to the fair value
of certain assets and liabilities, and with respect to services
performed after the effective date of the Debtors' plan of
reorganization.

The fees for the supplemental services will be capped at $800,000.

A hearing on the motion will be held on June 17, 2013, at 1:00
p.m.  Objections are due June 10.

                      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.


SEANERGY MARITIME: Ernst & Young Raises Going Concern Doubt
-----------------------------------------------------------
Seanergy Maritime Holdings Corp. filed April 26, 2013, its annual
report on Form 20-F for the year ended Dec. 31, 2012.

Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, expressed substantial doubt about Seanergy
Maritime's ability to continue as a going concern.  The
independent auditors noted that the Company has not complied with
the principal and interest repayment schedule and with certain
covenants of its loan agreements, which in turn gives the lenders
the right to call the debt.  "In addition, the Company has a
working capital deficit, recurring losses from operations,
accumulated deficit and inability to generate sufficient cash flow
to meet its obligations and sustain its operations."

The Company reported a net loss of $193.8 million on $55.6 million
of net vessel revenue in 2012, compared with a net loss of
$197.8 million on $104.1 million of net vessel revenue in 2011.

The Company's balance sheet at March 31, 2013, showed
$121.0 million in total assets, $222.6 million in total
liabilities, and a stockholders' deficit of $101.6 million.

A copy of the Form 20-F is available at http://is.gd/ZUaTHq

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet of
seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.


SEVEN COUNTIES: Has OK to Use Cash Collateral; Hearing on June 13
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky has
set for June 13, 2013, at 11:00 a.m. (Eastern Time) the hearing on
Seven Counties Services, Inc.'s motion to continue using Fifth
Third Bank's cash collateral.

On May 24, 2013, the Hon. Joan A. Lloyd entered a third interim
order granting the Debtor's motion to use the cash collateral
until July 1, 2013.  As reported by the Troubled Company Reporter
on May 8, 2013, the Court entered a second interim order allowing
the Debtor to use the cash collateral until May 7, 2013.

The Debtor and Fifth Third believe the Debtor's obligations to
Fifth Third include: (i) obligations under a revolving line of
credit with Fifth Third as evidenced by that certain Revolving
Note executed on Oct. 25, 2010, payable by Debtor to Fifth Third;
(ii) obligations under Reimbursement Agreements dated Feb. 1,
1999, Dec. 1, 2005, and Dec. 1, 2011, in connection with which
Fifth Third issued letters of credit to secure bonds for which
Bank of New York Mellon is the bond trustee.  Fifth Third
claims that some or all of Debtor's Obligations are secured by,
among other things, first priority mortgage liens in certain of
Debtor's real property.  In addition, Fifth Third claims a first
priority security interest in, among other things, Debtor's cash
collateral to secure amounts owed by Debtor.  At the time of the
bankruptcy filing, the Debtor and Fifth Third believe the amount
owed by Debtor to Fifth Third under the Note was approximately
$1.58 million.

As adequate protection for Debtor's continued use of cash
collateral, Fifth Third will be granted adequate protection for
the diminution of the value of the cash collateral in the form of
valid and perfected liens and reimbursement for any interest
drawings.

The counsel for Fifth Third Bank can be reached at:

      Brian H. Meldrum, Esq.
      Stites & Harbison PLLC
      400 West Market Street, Suite 1800
      Louisville, Kentucky 40202
      Tel: (502) 587-3400
      Fax: (502) 587-6391
      E-mail: bmeldrum@stites.com

              - and -

      Robert C. Goodrich, Jr.
      Stites & Harbison PLLC
      401 Commerce Street
      Suite 800
      Nashville, Tennessee 37219
      Tel: (615) 782-2200
      Fax: (615) 782-2371

                     About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioural
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SEVEN COUNTIES: Hires Lin Bell & Associates as Appraiser
--------------------------------------------------------
Seven Counties Services Inc. asks the U.S. Bankruptcy Court for
permission to employ Lin Bell & Associates, Inc., as appraisers.

Seven Counties owns nine tracts of real estate on which Seven
Counties performs its services and manages its operations.  Four
tracts are unencumbered and could provide value to unsecured
creditors.

Lin Bell will perform an appraisal on Seven Counties' real estate.
The firm attests that it is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                       About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioural
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SEVEN COUNTIES: Can Employ Seiller Waterman as Counsel
------------------------------------------------------
Seven Counties Services Inc. sought and obtained permission from
the U.S. Bankruptcy Court to employ David M. Cantor and the Law
Firm of Seiller Waterman, LLC, as counsel for the debtor in
possession.

                       About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioural
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SEVEN COUNTIES: Taps Hall Render for Software System
----------------------------------------------------
Seven Counties Services, Inc., sought and obtained approval from
the U.S. Bankruptcy Court to employ Hall, Render, Killian, Heath &
Lyman, PLLC as special counsel to represent and advise it in the
implementation of its new software system.

The Debtor filed a separate application to employ Seiller Waterman
LLC as reorganization counsel.  Seiller Waterman, however, lacks
the technical expertise to adequately and efficiently represent
the Debtor with respect to the overhaul of its software system
that is presently underway.

The Debtor has tapped Hall Render as special counsel to be
utilized in the negotiation of license agreements, protection of
data, regulatory compliance, and all other legal matters which may
arise in the course of implementing the new software system.

Hall Render holds an unsecured claim against the Debtor in
connection with services rendered prior to the Petition Date.  The
Debtor, however, said it is not requesting authority to pay
prepetition amounts owed to Hall Render.

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

The Debtor has agreed to pay Hall Render its standard hourly rates
and all other charges such as expense reimbursements, all being
subject to Court approval

                        About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioural
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SINCLAIR BROADCAST: D. Smith Held 27.6% Class A Shares at May 15
----------------------------------------------------------------
David D. Smith and his affiliates disclosed in a regulatory filing
that, as of May 15, 2013, they beneficially owned 27,628,471
shares of Class A common stock of Sinclair Broadcast Group, Inc.,
representing 27.6 percent of the shares outstanding.  The
reporting persons previously disclosed beneficial ownership of
29,127,903 Class A shares as reported by the TCR on May 9, 2011.
A copy of the amended filing is available at http://is.gd/9CFLSX

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

"Any insolvency or bankruptcy proceeding relating to Cunningham,
one of our LMA partners, would cause a default and potential
acceleration under the Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of our seven LMAs
with Cunningham, which would negatively affect our financial
condition and results of operations," the Company said in its
annual report for the period ended Dec. 31, 2012.

The Company's balance sheet at March 31, 2013, showed $2.73
billion in total assets, $2.83 billion in total liabilities and a
$97.28 million total deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sinclair to 'BB-'
from 'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments.
Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed
$250 million issuance of Senior Unsecured Notes due 2018 by STG.
The Speculative Grade Liquidity Rating remains unchanged at SGL-2.
The rating outlook is now stable.


SOFTLAYER HOLDINGS: Moody's Retains B1 CFR Over Pending Sale Deal
-----------------------------------------------------------------
Moody's Investors Service said SoftLayer Holdings, Inc.'s
("SoftLayer" or the "company") B1 Corporate Family Rating (CFR)
and stable outlook are not immediately impacted by yesterday's
announcement that the company has entered into a definitive
agreement to be acquired by IBM (Aa3 stable). Though financial
terms were not disclosed, Moody's believes IBM will pay around $2
billion for the cloud computing infrastructure provider. Moody's
expects SoftLayer's existing debt will be repaid at closing, at
which point Moody's will withdraw the company's CFR and instrument
ratings.

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

Headquartered in Dallas, TX, SoftLayer Holdings, Inc. is a
provider of dedicated hosting, cloud-computing and managed data
center services. Through its roughly 100,000 computer servers
under management, SoftLayer serves approximately 21,000 customers,
primarily Internet-centric small- and medium-sized businesses
(SMBs) and value added resellers (VARs) with 13 data center
facilities in Dallas, Seattle, Washington DC, Houston, San Jose,
Amsterdam and Singapore. SoftLayer is privately owned by GI
Partners, based in Menlo Park, CA. For the twelve months ended
March 31, 2013, SoftLayer's revenue totaled $396 million.

International Business Machines Corp., headquartered in Armonk,
New York, is one of the world's leading providers of hardware
systems, software and technology related services. IBM generated
$103 billion of revenue for the twelve months ended March 2013.


SPANISH PEAKS: CrossHarbor Buys Another Montana Ski Resort
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CrossHarbor Capital Partners LLC is using the Montana
bankruptcy court to acquire ski resorts in the state.  First,
Boston-based CrossHarbor bought Yellowstone Mountain Club LLC for
$115 million, consisting of a note for $80 million and $35 million
in cash.  This week, CrossHarbor made the top bid of $26.1 million
for the Club at Spanish Peaks in Big Sky, Montana.

                      About Spanish Peaks

Spanish Peaks Holdings II LLC, Spanish Peaks Lodge LLC and The
Club at Spanish Peaks LLC, filed voluntary Chapter 7 bankruptcy
petitions in the District of Delaware on October 14, 2011.
Bankruptcy Judge Brendon Linehan Shannon transferred the Debtors'
bankruptcy cases to Montana on January 10, 2012, Case Nos. 12-
60041-7, 12-60042-7, 12-60043-7, and Ross Richardson was appointed
trustee thereafter.

The Trustee was represented at the hearing of the motion by John
L. Amsden of Beck & Amsden LLC, in Bozeman, Montana.

Boyne USA, Inc. and Big Sky Resort, LLC were represented at the
hearing by Benjamin P. Hursh, Esq., and David M. Wagner, Esq., of
Missoula, Montana; Michael R. Lastowski, Esq. of Duane Morris, in
Wilmington, Delaware; and Paul D. Moore, Esq. of Duane Morris, in
Boston, Massachusetts.

                     About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


STELLAR BIOTECH: Incurs $3.6-Mil. Net Loss in March 31 Quarter
--------------------------------------------------------------
Stellar Biotechnologies, Inc., reported a net loss of
US$3.6 million on US$61,481 of revenues for the three months ended
Feb. 28, 2013, compared with a net loss of US$1.1 million on
US$58,240 of revenues for the three months ended Feb. 29, 2012.

The Company reported a net loss of US$4.4 million on US$177,208 of
revenues for the six months ended Feb. 28, 2013, compared with a
net loss of US$2.1 million  on US$193,607 of revenues for the six
months ended Feb. 29, 2012.

The Company's balance sheet at March 31, 2013, showed
US$1.4 million in total assets, US$4.6 million in total
liabilities, and a stockholders' deficit of US$3.2 million.

The Company said: "In the past, operations of the Company have
primarily been funded by the issuance of common shares, exercise
of warrants, grant revenues, contract income, and commercial
sales.  As at Feb. 28, 2013, the Company has remaining revenues
available under the NSF SBIR Phase IIB grant program of
approximately US$338,000.  Subsequent to Feb. 28, 2013, the
Company closed a private placement with gross proceeds of
C$1,630,000.  However, additional financial resources are needed
to support the Company's initiatives at the current level.
Ongoing effort is placed by management on expanding the customer
base for existing marketed products and the Company is continuing
to seek additional financing alternatives, including nondilutive
financing through grants, collaboration and licensing
arrangements, and additional equity financing.  The Company's
ability to increase its revenues or raise additional capital to
generate sufficient cash flows to continue as a going concern is
subject to risks which are beyond management's control.  There can
be no assurance that such financing can be obtained on a timely
basis or on favorable terms.  Without raising additional financial
resources or achieving profitable operations, there is substantial
doubt about the ability of the Company to continue as a going
concern."

A copy of the consolidated financial statements for the six months
ended Feb. 28, 2013, is available at http://is.gd/1Ru2rH

A copy of the Management Discussion and Analysis for the six
months ended Feb. 28, 2013, is available at http://is.gd/TTggAg

Port Hueneme, Calif.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.


STREAMTRACK INC: Amends Form 10-K; Net loss Increased $261K
-----------------------------------------------------------
StreamTrack, Inc., filed on June 4, 2013, Amendment No. 1 to its
Aug. 31, 2012 Form 10-K to restate its Aug. 31, 2012 financial
statements to report a contingent royalty liability (the
"Royalty") associated with the purchase of certain assets and
liabilities from Lenco Mobile, Inc., on Dec. 1, 2011 (the
"Acquired Assets").

These Acquired Assets were subsequently acquired by the Company on
Aug. 31, 2012, in connection with its acquisition of Radio
Loyalty, Inc. ("RL").  As a result of the fact that the
consideration payable to Lenco is entirely contingent on future
events, no liability was recorded by RL as of Dec. 1, 2011.  This
accounting treatment is appropriate if the Acquired Assets did not
represent a business.  The Company had previously determined that
the Acquired Assets did not represent a business.

After several months of consultation and review of this issue with
the Staff of the U.S. Securities and Exchange Commission, the
Company and the SEC have agreed that the Acquired Assets did
represent a business on the Dec. 1, 2011 acquisition date.  As a
result, the RL has valued the consideration owed to Lenco as of
the acquisition date.

As a result of this Amendment No. 1, the Company's total assets
increased $494,600.  Total liabilities increased $755,655.  Total
stockholders' deficit increased $261,055.  The Company's revenues
did not change.  Costs of sales increased $154,518.  Operating
expenses did not change.  Net loss increased $261,055.

Based on the restated statements of operations, the Company
reported a net loss of $1.6 million on $1.7 million of revenue for
the fiscal year ended Aug. 31, 2013, compared with a net loss of
$205,620 on $0 revenue for the fiscal year ended Aug. 31, 2011.

The Company's balance sheet, as restated, at Aug. 31, 2012, showed
$1.8 million in total assets, $3.0 million in total liabilities,
and a stockholders' deficit of $1.2 million.

A copy of the Form 10-K/A is available at http://is.gd/JZG0y8

Santa Barbara, Calif.-based StreamTrack, Inc., is a digital media
and technology services company.  The Company provides audio and
video streaming and advertising services through its RadioLoyalty
TM Platform to over 1,100 internet and terrestrial radio stations
and other broadcast content providers.


SUMMIT MIDSTREAM: Moody's Rates New Notes B3 & Assigns B1 CFR
-------------------------------------------------------------
Moody's Investors Service assigned a first time rating of B3 to
Summit Midstream Holdings, LLC (Summit) and co-issuer Summit
Midstream Finance Corp.'s proposed $300 million of senior
unsecured notes. Moody's also assigned a B1 Corporate Family
Rating (CFR), a B1-PD Probability of Default Rating (PDR) and a
Speculative Grade Liquidity rating of SGL-3 to Summit. The outlook
is stable. The proceeds of the notes will be used to repay
borrowings outstanding under the company's revolving credit
facility, which includes indebtedness incurred to fund recent
acquisitions. The outlook is stable.

Summit, a midstream energy company, is an intermediate holding
company owned by Summit Midstream Partners, LP (SMLP), a
publically traded master limited partnership (MLP). Summit is
engaged in natural gas gathering and field compression in
Colorado's Piceance Basin and in Texas' Barnett Shale, and through
the recent acquisition of midstream businesses in the Bakken Shale
and a pending acquisition in the Marcellus Shale. Throughput
volumes across Summit's Piceance and Barnett Shale gathering
systems in 2013's first quarter averaged 944 mmcf per day. SMLP's
2% general partner (GP) and 71.6% of its limited partnership (LP)
units are held by Summit Midstream Partners Holdings, LLC (SMP), a
holding company that owns, operates and is developing a series of
additional midstream assets. SMP is indirectly owned 93.5% by
Energy Capital Partners and 6.5% by GE Energy Financial Services.

"Upon the closing of its proposed inaugural senior notes issue,
Summit will have more firmly capitalized the company to fund
recent acquisitions providing further growth in size and scale,
"commented Andrew Brooks, Moody's Vice President. "Summit's
predominately fee-based revenue stream and limited volumetric risk
provide clear visibility to cash flow, while leverage metrics are
expected to remain at levels consistent with similarly rated peers
as Summit continues to grow through asset dropdowns and
acquisitions."

Issuer: Summit Midstream Holdings, LLC

  Corporate Family Rating: B1

  Probability of Default Rating: B1-PD

  Speculative Grade Liquidity: SGL-3

  Outlook Stable

  Senior unsecured Rating: B3

  Loss Given Default: LGD5-84%

Ratings Rationale

Summit's B1 CFR reflects the relatively limited scope of its
operations as primarily an operator of four natural gas gathering
systems as well as the execution risk embedded in the company's
high growth strategy involving asset dropdowns from SMP together
with third party acquisitions. Offsetting size and scale metrics
are the company's conservative financial policies as evidenced by
its modest debt leverage, and low risk business model whose
revenue streams are almost entirely fee-based. As evidenced by its
recent Bakken and pending Marcellus gathering system acquisitions,
whose combined cost will approximate $460 million, Moody's expects
that Summit will continue to seek additional growth opportunities,
while continuing its financial policies dictating modest use of
debt leverage. The rating is also supported by the predominately
fee-based nature of Summit's gas gathering business with virtually
100% of its margins generated by fees charged to producers,
removing commodity price risk almost entirely from cash flow
streams. Moreover, volume risk has been minimized by the
widespread incorporation of long-term contracts featuring Minimum
Volume Commitments (MVCs). With the recent Bakken acquisition and
pending Marcellus acquisition, Summit will further expand basin
diversity, and add gathering systems in heavily invested wet gas
producing areas, supplementing its existing gas gathering systems
in the Piceance Basin and Barnett Shale, two predominately dry gas
producing regions that have seen production curtailments in the
weak natural gas pricing environment.

Moody's regards Summit's liquidity as adequate through mid-2014,
as indicated by its Speculative Grade Liquidity Rating of SGL-3.
Moody's expects the company's $600 million secured revolving
credit to be primarily utilized for the financing of future asset
dropdowns from SMP and third-party acquisitions. Following the
notes offering, and the financing of the cash portion of pending
acquisitions, approximately $235 million will be outstanding under
the revolving credit facility. The funding of the majority of the
investment in asset development, which Moody's expects will likely
comprise much of Summit's future growth, is financed at SMP, with
limited growth capital spending required at Summit. The revolver
requires Summit to maintain an EBITDA/interest ratio of at least
2.5x and a 5.0x maximum leverage (debt/EBITDA) ratio (with a step-
up to 5.5x for certain acquisitions), under which Moody's expects
Summit to maintain a comfortable cushion. The facility is secured
by a first lien on substantially all assets; Moody's believes
alternate sources of liquidity through any asset sales would be
limited. Summit is targeting distribution coverage of 1.2x for
2013, with cash from operations providing adequate coverage of
basic operating requirements.

The outlook is stable based on the perceived sustainability of
Summit's fee-based cash flow stream, whose contract-based
structures largely negate volume risk through the substantial
presence of minimum volume commitments. Moody's expects that
Summit will likely absorb additional dropdowns from SMP, but that
an appropriate amount of equity funding will be used to finance
the dropdowns, as has been the case in prior dropdowns. Summit
could be upgraded depending on the extent and composition of
future asset growth, and as annual EBITDA grows to exceed $250
million, contingent upon leverage remaining under 4x. The rating
could be downgraded if future dropdowns result in leverage
exceeding 5x or if an aggressive growth strategy poses undue
execution risk, or materially exposes the company to increased
commodity price or volume risk.

The B3 rating on the $300 million senior unsecured notes reflects
both the overall probability of default of Summit, to which
Moody's assigns a PDR of B1-PD, and a Loss Given Default of LGD5
(84%). The notes are subordinated to the senior secured credit
facility's priority claim to the company's assets. The size of the
senior secured claims relative to the senior unsecured notes
results in the senior notes being rated two notches below the B1
CFR under Moody's Loss Given Default Methodology.

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

Headquartered in Dallas, Texas, Summit Midstream Partners, LP is a
midstream company primarily engaged in natural gas gathering.


SUMMIT MIDSTREAM: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Dallas-based Summit Midstream Partners
L.P. (SMLP).  At the same time, S&P assigned its 'B' issue-level
rating and '5' recovery rating to subsidiary Summit Midstream
Holdings and Summit Midstream Finance Corp.'s $300 million senior
unsecured notes due 2021.  The '5' recovery rating indicates that
lenders can expect modest (10% to 30%) recovery if a payment
default occurs.  The outlook is stable.

S&P's ratings on master limited partnership (MLP) SMLP reflect a
"fair" business risk profile and "aggressive" financial risk
profile under S&P's criteria.  The fair business risk profile
reflects Summit's small size and scale, limited asset and
geographic diversity, high percentage of fee-based cash flow and
minimum volume commitments that support a significant portion of
EBITDA.  The aggressive financial risk profile reflects high
leverage, an aggressive growth strategy, and the partnership's
financial sponsor ownership.

Summit is a newly formed MLP with a focus on natural gas gathering
and compression with a footprint in the Piceance and Williston
basins and the Barnett and Marcellus shales.  Summit Midstream
Partners Holdings LLC (SMP), SMLP's parent and general partner, is
owned by Energy Capital Partners (93.5%) and GE Energy Financial
Services (6.5%).

"The stable outlook on Summit reflects our expectation that it
will maintain debt to EBITDA of about 4x in 2013 and it will
continue to fund organic growth and acquisitions prudently," said
Standard & Poor's credit analyst Rubina Zaidi.

A positive rating action is unlikely in the near term given SMLP's
smaller size and diversity relative to peers and its limited track
record.  S&P could consider a higher rating over time if SMLP
continues to expand into new geographic areas while maintaining
financial leverage below 4x.  S&P could lower the rating if SMLP's
financial performance deteriorates such that total adjusted debt
to EBITDA exceeds 4.5x for an extended period, or liquidity
becomes constrained.


SYNAGRO TECHNOLOGIES: Names CRO, Taps Chap. 11 Professionals
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Synagro Technologies, Inc., et al., to employ the following
bankruptcy professionals:

   -- AP Services, LLC, as crisis managers, and designate John R.
      Castellano as their chief restructuring officer,

   -- Skadden, Arps, Slate, Meagher & Flom LLP, as restructuring
      counsel,

   -- Sitrick and Company as corporate communications and public
      relations consultants,

   -- Evercore Group, L.L.C., as investment banker, and

   -- Kurtzman Carson Consultants LLC to provide administrative
      services.

                    About Synagro Technologies

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.  Kurtzman Carson &
Consultants serves as notice and claims agent.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.

The Debtor has a deal to sell the assets to private-equity
investor EQT Partners AB for $455 million, absent higher and
better offers in a bankruptcy court-sanctioned auctio


TARGET ACQUISITIONS I: Incurs $382K Net Loss in First Quarter
-------------------------------------------------------------
Target Acquisitions I Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $381,944 for the three months ended
March 31, 2013, compared with a net loss of $429,989 for the same
period last year.

Sales for the three months ended March 31, 2013, and 2012, were
$0.  According to the regulatory filing, the Company estimates the
upgrade to its facilities and testing of the upgrade will be
finished by the end of May 2013.  "Therefore, the Company is not
likely to resume production prior to June 2013."

The Company's balance sheet at March 31, 2013, showed
$11.9 million in total assets, $3.9 million in total liabilities,
and stockholders' equity of $8.0 million.

"We incurred a net loss of $0.38 million for the three months
ended March 31, 2013.  We also had a working capital deficit of
$2.34 million as of March 31, 2013.  In addition we have refused
to sell our iron ore concentrate to our sole customer because of
the low price offered for our product.  The price of iron ore
concentrate is still in decline.  These conditions raise a
substantial doubt as to whether we can continue as a going
concern."

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

Zhangjiakou, Hebei Province, China-based Target Acquisitions I
Inc. is engaged in iron ore mining, processing and the production
of iron ore concentrate in the People's Republic of China ("PRC")
through its variable interest entity, China Jinxin.  Currently,
its only product is iron ore concentrate.


TELIPHONE CORP: Incurs $539K Net Loss in Fiscal 2013 Q2
-------------------------------------------------------
Teliphone Corp. filed its quarterly report on Form 10-Q, reporting
a net loss of US$538,722 on US$12.7 million of revenues for the
three months ended March 31, 2013, compared with net income of
US$86,846 on US$7.4 million of revenues for the three months ended
March 31, 2012.

The Company said: "Our aggregate operating expenses for the three
month period ended March 31, 2013, were US$4,389,185 compared to
US$966,658 for the prior year.

"The Company incurred a number of one-time charges related to the
acquisition of the operations of Navigata Communications 2009
Inc., Titan Communications Inc. and Cloud-Phone Inc., particularly
related to legal costs and costs of integration.  Other general
and administrative expenses were US$972,606 compared with
US$133,189 in the prior year.  Wages, professional and consulting
fees were US$2,453,883 during that period as opposed to US$388,948
for the same period last year, the increase due to acquisition of
Navigata, Titan and Cloud-Phone employees, the hiring of
additional technical support, customer support and legal fees.
The Company increased its depreciation expenses to US$903,807 for
the three month period from US$444,521."

The Company reported a net loss of US$175,630 on US$9.8 million of
revenues for the six months ended March 31, 2013, compared with
net income of US$175,349 on US$6.1 million of revenues for the six
months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
US$40.5 million in total assets, US$17.8 million in total
liabilities, and stockholders' equity of US$22.7 million.

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

Vancouver, Canada-based Teliphone Corp. (OTC QB: TLPH) is a
telecommunications company engaged in the business of providing
broadband telephone services utilizing its Voice over Internet
Protocol ("VoIP") technology platform as well as re-selling
traditional voice and data services of Tier-1 telecommunications
providers to its customers.  The Company's main geographic focus
is within the target market of Canada.


T-L BRYWOOD: Has Interim OK to Use Cash Collateral Until July 31
----------------------------------------------------------------
The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered an order authorizing T-L
Brywood LLC to use cash collateral during the period June 1, 2013,
through July 31, 2013.

In return for the Debtor's continued interim use of cash
collateral, RCG-KC Brywood, LLC, is granted adequate protection
for its purported secured interests.  The Lender will be granted
valid, perfected, enforceable security interests in and to the
Debtor's post-petition assets.

A final hearing on the Debtor's use of cash collateral will be
held on July 25, 2013, at 10:00 a.m.

RCG-KC Brywood is represented by:

      Thomas M. Lombardo
      GINSBERG JACOBS LLC
      300 South Wacker Drive, Suite 2750
      Chicago, Illinois 60606
      Tel: (312) 6609611
      E-mail: tlombardo@ginsbergjacobs.com

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


TESORO LOGISTICS: Moody's Changes Outlook to Pos & Affirm Ba3 CFR
-----------------------------------------------------------------
Moody's Investors Service affirmed Tesoro Logistics LP's (TLLP)
Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating
(PDR) B1 senior unsecured notes rating, and its Speculative Grade
Liquidity (SGL) rating at SGL-3. The rating outlook has been
changed to positive from stable.

The rating action follows Tesoro Corporation's (TSO) 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, and the concurrent drop down to
TLLP of a portion of the Carson logistics assets for a total value
of $640 million, including $544 million of cash and TLLP equity
valued at roughly $96 million. TLLP financed the cash portion of
the drop down through drawings under its revolving credit
facility.

"Tesoro Logistics' positive outlook reflects the company's
materially increasing scale and asset diversity, with a continued
high percentage of contracted, fee-based revenues from its parent
company and general partner, Tesoro Corporation (Ba1 stable),"
commented Gretchen French, Moody's Vice President.

Issuer: Tesoro Logistics LP

Affirmations:

  Corporate Family Rating of Ba3

  Probability of Default Rating of Ba3-PD

  350 Million Senior Unsecured Notes due in 2020, Rated B1 (LGD 5,
  81%)

  Speculative Grade Liquidity rating of SGL-3

Ratings Rationale

On a standalone basis, Moody's views TLLP's credit profile as more
consistent with a B1 rating, reflecting its stable cash flows from
long-term, fee-based contracts with minimum volume commitments and
visible growth trajectory, but restrained by its small size,
limited track record as both a master limited partnership (MLP)
and with its pro-forma portfolio of assets, and aggressive growth
strategy and high distributions associated with its MLP structure.
However, the Ba3 Corporate Family Rating reflects one notch of
uplift from its strategic importance to TSO as TLLP provides it
with critical infrastructure, a coordinated growth strategy, and
supportive contracts. Additionally, TSO's support is reflected in
its 36% common unit ownership stake, plus a 2% general partner
stake, in Tesoro Logistics.

The Carson acquisition and logistics assets drop downs illustrate
TSO's and TLLP's coordinated growth strategy. The first $640
million Carson asset drop down consists of six marketing and
storage terminal facilities in Southern California. With expected
EBITDA of $60-$65 million, the purchase price represents about a
10-11x EBITDA multiple. Supporting this EBITDA estimate are ten-
year throughput and use agreement entered into by TSO and TLLP
that include minimum throughput commitments and monthly capacity
fees that are inflation indexed.

TLLP also anticipates TSO's offer to have a second set of the
Carson logistic assets dropped down to TLLP over the next 12
months. The second drop down will consist of dedicated storage
capacity, pipelines and marine terminals with a value of around
$450 to $550 million. The acquisition economics of the second
Carson asset drop down are also expected to be supported by long-
term contracts with Tesoro.

"As a result of the two Carson drop downs, as well as the pending
closure of the $355 million acquisition of the Northwest Products
System from Chevron, we expect TLLP's pro forma EBITDA at over
$200 million, as compared to about $99 million of EBITDA over the
last twelve months ending March 31, 2013. We expect that pro forma
gross debt/EBITDA will increase above 4x. However, 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. We positively note that TLLP accessed the equity
market in January 2013 with its largest equity issuance to date,
with net proceeds to TLLP of about $392 million, which will be
used to finance the Chevron acquisition," Moody's said.

TLLP's SGL-3 rating reflects the expectation for adequate
liquidity through early 2014. Pro forma for the first Carson drop
down, the company has $544 million drawn under a recently upsized
$575 million bank credit facility and cash balances of roughly
$380 million. Cash balances will be utilized to fund the pending
closure of the $355 million Northwest Products System, which is
expected to close before the end of June 2013. The credit facility
is secured by substantially all of TLLP's assets, matures in
December 2017 and includes covenants of net debt/EBITDA of no
greater than 5x, secured debt/EBITDA of no greater than 3.5x, and
EBITDA/interest of no less and 2.5x. Pro forma for the first
Carson drop down and the Chevron acquisition, Moody's estimates
that covenant headroom will tighten somewhat, with covenant net
debt/EBITDA increasing to about 3.9x. In addition, given limited
revolver capacity, funding of the second Carson drop down will be
contingent on capital markets access. In order to maintain
sufficient covenant compliance after these acquisitions, Moody's
believes the company will need to finance its future dropdowns
with a significant portion of equity.

TLLP's B1 rated senior unsecured notes reflects both the overall
probability of default of the company, to which Moody's assigns a
Probability of Default Rating of Ba3-PD, and a loss given default
of (LGD 5, 81%). The notes are rated one notch below the Ba3
Corporate Family Rating, reflecting the contractual subordination
of the notes to TLLP's $575 million credit facility and the
application of a one notch override of Moody's Loss Given Default
model indicated B2 rating. The override is supported by the
assumption that the instrument rating could change due to expected
near-term changes in the company's capital structure. However, if
TLPP were to maintain material drawings on its credit facility for
an extended period of time, the notes could be notched two notches
below the Ba3 Corporate Family Rating. The credit facility is
secured by substantially all of TLLP's assets. The unsecured notes
have upstream guarantees from substantially all of TLLP's
subsidiaries.

TLLP's ratings could be upgraded if the company is able to
increase in size and scale while maintaining reasonable leverage
(EBITDA approaching $200 million and debt/EBITDA below 4.5x) and
adequate distribution coverage. However, future rating action
would consider TLLP's success in integrating and financing the
Carson drop downs, including the degree of equity financing of the
dropdowns.

TLLP's ratings could be downgraded if debt/EBITDA were to be
sustained above 5x, which would most likely occur because of a
leveraging acquisition, or if the company acquired a significant
amount of new assets with a weak business risk profile. If TSO's
credit quality were to materially decline, this would also
pressure TLLP's ratings.

The principal methodology used in this rating was Global Midstream
Energy 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.

Tesoro Logistics LP is a master limited partnership headquartered
in San Antonio, Texas.


THERAPEUTICSMD INC: Copy Presentation to Investors
--------------------------------------------------
TherapeuticsMD, Inc., furnished the Securities and Exchange
Commission with a report in connection with the disclosure of
information to be given at meetings with institutional investors
or analysts.  A copy of the slide presentation is available for
free at http://is.gd/K4zNEl

                        About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.  The Company's balance sheet at
March 31, 2013, showed $44.19 million in total assets, $4.24
million in total liabilities and $39.94 million in total
stockholders' equity.


TPO HESS: Taps Young Conaway as General Bankruptcy Counsel
----------------------------------------------------------
Hess Holdings Inc., and its debtor-affiliates seek approval from
the Bankruptcy Court to employ Young Conaway Stargatt & Taylor,
LLP as general bankruptcy counsel.

The principal attorneys and paralegals at Young Conaway presently
designated to represent the Debtors are:

                                    Hourly Rate
                                    -----------
      Pauline K. Morgan                $730
      Ryan M. Bartley                  $355
      Laurel D. Roglen                 $285
      Melissa Romano (Paralegal)       $190

Young Conaway was retained to represent the Debtors in connection
with the Chapter 11 cases pursuant to an engagement agreement
signed Oct. 2, 2012.  Young Conaway received retainers totaling
$150,000.

A hearing is scheduled for June 17.  Objections are due June 10.

                        About TPO Hess

Commercial and educational printer TPO Hess Holdings Inc., D.B.
Hess Co., The Press of Ohio and other affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to
seek approval of a liquidation plan that contemplates the sale of
the business to Bang Printing of Ohio Inc., absent higher and
better offers.

D.B. Hess was founded 1797 in Woodstock, Illinois.  D.B. Hess and
its affiliates are now leading provider of print, related
services, and technology.  Hess ranks among the top 50 U.S.
printers and has become one of the industry's most respected low-
to-medium volume producers of commercial and educational
materials. Hess Holdings, the ultimate parent, was formed after
Wellspring Capital Management LLC and certain co-investors
acquired D.B. Hess and The Press of Ohio in 2006.

The proposed purchaser, Bang Printing Of Ohio, Inc., is
represented by Leonard, Street And Deinard.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Paul Weiss Rifkind Wharton Garrison, LLP, as counsel, Epiq
Bankruptcy Solutions as claims and noticing agent, and Houlihan
Lokey as financial advisor.


TPO HESS: Hires Paul Weiss as Transactions Counsel
--------------------------------------------------
Hess Holdings Inc., and its debtor-affiliates seek approval from
the Bankruptcy Court to employ Paul, Weiss, Rifkind, Wharton &
Garrison LLP as special corporate and transactions counsel in
connection with the sale of the Debtors' assets and operations,
financing, certain tax and employee benefits issues, and the
negotiation and drafting of appropriate corporate documents with
respect to the consummation of the prepackaged plan of liquidation
and general corporate matters.

Paul Weis will charge the Debtors for its legal services on an
hourly basis.  The firm's billing rates currently range from $850
to $1,160 for partners, $800 to $835 for counsel, $445 to $765 for
associates and $85 to $255 for para-professionals.

In the year immediately preceding the bankruptcy filing, Paul
Weiss received $1.97 million for payment of fees and expenses.
Paul Weiss holds a $28,400 retainer, part of which will be applied
to $27,000 still owing to the firm for prepetition services.

A hearing is scheduled for June 17.  Objections are due June 10.

                        About TPO Hess

Commercial and educational printer TPO Hess Holdings Inc., D.B.
Hess Co., The Press of Ohio and other affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to
seek approval of a liquidation plan that contemplates the sale of
the business to Bang Printing of Ohio Inc., absent higher and
better offers.

D.B. Hess was founded 1797 in Woodstock, Illinois.  D.B. Hess and
its affiliates are now leading provider of print, related
services, and technology.  Hess ranks among the top 50 U.S.
printers and has become one of the industry's most respected low-
to-medium volume producers of commercial and educational
materials. Hess Holdings, the ultimate parent, was formed after
Wellspring Capital Management LLC and certain co-investors
acquired D.B. Hess and The Press of Ohio in 2006.

The proposed purchaser, Bang Printing Of Ohio, Inc., is
represented by Leonard, Street And Deinard.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Paul Weiss Rifkind Wharton Garrison, LLP, as counsel, Epiq
Bankruptcy Solutions as claims and noticing agent, and Houlihan
Lokey as financial advisor.


TPO HESS: Proposes Houlihan as Financial Advisor
------------------------------------------------
Hess Holdings Inc., and its debtor-affiliates seek approval from
the Bankruptcy Court to employ Houlihan Lokey Capital Inc. as
financial advisor.

Houlihan Lokey has been advising the Debtors on strategic and
restructuring initiatives for the past nine months.  Postpetition,
Houlihan will provide the Debtors with services that are necessary
to enable the Debtors to maximize the value of their assets.
Houlihan will, among other things, assist the Debtors in
evaluating proposals regarding a sale or restructuring, assist the
Debtors in negotiations, and provide expert advice and testimony
on behalf of the Debtors.

Houlihan will seek the following consideration for its services:

  -- a monthly fee in advance of $50,000 per month, with 50
     percent of the monthly fees paid after the sixth monthly fee
     to be credited toward the transaction fee.

  -- reimbursement of all reasonable and out-of-pocket-expenses.

  -- upon closing of a sale transaction, a transaction fee equal
     to the sum of (i) $250,000, plus (ii) 15 percent of the
     difference between (x) the amount of any distribution paid
     to, or any recovery or proceeds received by or on behalf of
     second lien noteholders less (y) $2 million.

A hearing is scheduled for June 17.  Objections are due June 10.

                        About TPO Hess

Commercial and educational printer TPO Hess Holdings Inc., D.B.
Hess Co., The Press of Ohio and other affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to
seek approval of a liquidation plan that contemplates the sale of
the business to Bang Printing of Ohio Inc., absent higher and
better offers.

D.B. Hess was founded 1797 in Woodstock, Illinois.  D.B. Hess and
its affiliates are now leading provider of print, related
services, and technology.  Hess ranks among the top 50 U.S.
printers and has become one of the industry's most respected low-
to-medium volume producers of commercial and educational
materials. Hess Holdings, the ultimate parent, was formed after
Wellspring Capital Management LLC and certain co-investors
acquired D.B. Hess and The Press of Ohio in 2006.

The proposed purchaser, Bang Printing Of Ohio, Inc., is
represented by Leonard, Street And Deinard.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Paul Weiss Rifkind Wharton Garrison, LLP, as counsel, Epiq
Bankruptcy Solutions as claims and noticing agent, and Houlihan
Lokey as financial advisor.


TRAVELPORT LIMITED: Wants to Raise $1.6BB From Credit Refinancing
-----------------------------------------------------------------
Travelport Limited had invited certain potential lenders to a
meeting on June 5, 2013, to discuss the refinancing of the
Company's existing first lien senior secured credit facilities.
The Company is seeking to raise approximately $1.65 billion in
connection with this refinancing.

                     About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss of $236 million in 2012, as
compared with net income of $172 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $3.20 billion in total
assets, $4.41 billion in total liabilities, and a $1.21 billion
total deficit.

                           *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.

In May 2012, Moody's Investors Service affirmed the Caa1 corporate
family rating (CFR) and probability of default rating (PDR) of
Travelport LLC.


TRIAD GUARANTY: Seeks to Limit Trading to Protect NOLs
------------------------------------------------------
Triad Guaranty Inc. asks the bankruptcy court in Delaware to enter
an order establishing procedures for certain transfers of equity
interests and taking or implementing certain other actions
affecting the interests of the Debtor.

As of Sept. 30, 2012, the Debtor reported consolidated net
operating losses (NOLs) of $779.7 million.  These NOLs are
valuable tax assets because the Internal Revenue Code of 1986
permits corporations to carry forward NOLs and other losses to
offset future income, thereby reducing tax liability in future tax
periods and permits members of a consolidated group to utilize
consolidated tax attributes.

Although the tax attributes that remain after the effective date
of a Chapter 11 plan may be reduced by the amount of any Debtor
cancellation of indebtedness income realized pursuant to such
plan, such tax attributes will be available to the reorganized
Debtor (and the other members of its consolidated group) to offset
income realized through the taxable year that includes the plan's
effective date.

Under the proposed rules:

   * Substantial equityholders (holders of in excess of 700,654
     shares) will receive notice of the equity trading procedures.

   * Prior to effectuating any transfer of the equity securities
     that would result in another entity becoming a substantial
     equityholder, the parties to such transaction must serve and
     file a notice of the intended stock transaction.

   * The Debtors have 10 calendar days after receipt of the stock
     transaction notice to approve the proposed transaction.

In addition, there are certain other actions, outside of the
ordinary course, that could be taken or implemented by non-Debtor
third parties, which would affect the Debtor's interest in and
ability to use the tax attributes.  These "impairment actions"
include, but are not limited to, issuing new equity securities in
any of the non-Debtor affiliates of the Debtor or selling certain
assets outside of the ordinary course of business.

Under the proposed procedures, at least 15 business days before
any party takes or implements any impairment action, such
impairing party must file with the Court, and serve on the Debtor
and counsel to the Debtor, advance written notice of the intended
action.  The Debtor may determine whether to approve or not to
approve a transaction within 10 days following receipt of the
notice.

                       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.

In December 2012, the Company's mortgage insurer subsidiary, Triad
Guaranty Insurance Corporation, was placed into rehabilitation,
whereby the Illinois Department of Insurance was vested with
possession and control over all of TGIC's assets and operations.

On May 30, 2013, the magistrate judge for the U.S. District Court
of the Middle District of North Carolina issued an order denying
the Company's motion to dismiss a class action lawsuit against the
company and two of its former officers. Shareholders filed the
class action suit in 2009, claiming the company misled investors
about poor financial results caused by improper underwriting
procedures.

Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11452) on June 3, 2013.  The Company estimated assets
of at least $100 million and liabilities of less than $50,000.

Attorneys at Womble Carlyle Sandridge & Rice, LLP, serve as
counsel to the Debtor.

The Debtor says in court filings that it has no significant
operating activities and limited remaining cash and other assets
on hand.  The Debtor has been exploring various strategic
alternatives, and will continue to do so from and after the
Petition Date.

The Debtor says that expenses primarily consist of legal fees,
fees paid to its board, annual premiums for directors' and
officers' liability insurance and general operating expenses.  The
expenses range from $100,000 to $500,000 per quarter.  Unless the
expenses are reduced, the Debtor expects to deplete all of its
remaining cash by the end of 2013 or earlier.


UNI-PIXEL INC: Features UniBoss at Computex Taipei in Taiwan
------------------------------------------------------------
UniPixel, Inc., is currently attending the Computex Taipei in
Taiwan starting June 4-8, 2013, where it will showcase product
samples and prototypes of its UniBossTM pro-cap, multi-touch
sensor film.

The Company demonstrates its 10.1" and 13.3" UniBoss prototypes,
as well as meet with touch-screen customers and supply chain
members.  While UniBoss offers linear cost scalability from
pocket-size mobile devices to large desktop displays, these two
prototype form factors target the highest growth segment of the
market.  DisplayBank forecasts the overall touch panel market to
grow at 11 percent CAGR to reach $20 billion by 2015, whereas the
market for 10.2" to 20.0" sizes is expected to grow at more than
six times that rate, at a CAGR of 71 percent to $1.9 billion.

"The new UniBoss prototypes we're showcasing at Computex are the
same prototypes we presented at the Cowen and Craig-Hallum
conferences last week," noted Reed Killion, president and CEO of
UniPixel.  "At these events, more than 100 institutional
investors, analysts and money managers experienced these
prototypes first-hand.  So, we expect the feedback we'll receive
at Computex to also be the same, that these UniBoss performance
film-based prototypes are impressive, that they do not show any
extraneous effects when viewing the display, and that their
responsiveness is spot-on."

These new prototype demonstrations reveal the remarkable progress
the Company has achieved over the course of the last several
months towards the worldwide commercial roll-out of its UniBoss
touch screen technology.  "We've signed multi-million dollar
preferred price and capacity license agreements with two Fortune
100 companies that are global technology leaders, reflecting their
extensive evaluation of UniBoss' advanced performance
characteristics," said Killion.  "We've also qualified UniBoss
with multiple touch-screen controller manufacturers.  We're now
focused on building out a state-of-the-art UniBoss roll-roll
manufacturing facility with Kodak in Rochester, New York, with
printers and plating lines being installed in Q3, as well as
adding two additional plating lines to our Texas facility build-
out.  We have also leased an additional 7,500 square feet of
office and wet lab space for immediate expansion."

"Working with our customers and partners, we have rapidly advanced
UniBoss in terms of both performance and methods for manufacturing
and testing," continued Killion.  "We can understand how our rapid
progress has attracted some skeptics, and unfortunately we've seen
a number of erroneous reports and speculations, particularly by
those not experts in the field.  So, in addition to providing an
opportunity for us to meet with touch-screen customers and supply
chain vendors, industry events like Computex allows professional
members of the press and qualified industry analysts to experience
new UniBoss films and solutions first-hand."

UniPixel has updated the touch sensor portion of the Company's
website, available here, to show customers and shareholders the
progress it has made with functional touch panels and UniBoss
touch sensor films.

                      About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $19.40 million in total
assets, $693,193 in total liabilities and $18.71 million in total
shareholders' equity.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.


UNITEK GLOBAL: Extends Forbearance Agreement With Lenders
---------------------------------------------------------
UniTek Global Services, Inc., has entered into amendments of its
previously-disclosed Forbearance Agreements with the Company's
lenders under its Term and Revolving Credit Agreements.  The
amendments extend through June 6, 2013, the termination of the
standstill periods contained in the original April 30, 2013,
Forbearance Agreements.

The Company also announced that it has initiated a process to
explore refinancing alternatives for its indebtedness to address
its tightening financial covenants and liquidity situation.  To
assist the Company in these efforts, the Company has retained
Miller Buckfire & Co., a leading New York-based investment banking
and capital markets firm owned by Stifel Financial.

Pursuant to the amendments to the Forbearance Agreements, the
lenders under the Term and Revolving Credit Agreements have agreed
to forbear, through June 6, 2013, from exercising certain rights
and remedies they may have under the respective credit agreements
arising from the Events of Default referenced in the original
Forbearance Agreements.  At the end of the interest grace period
and in conjunction with their forbearance, the lenders under the
Term Credit Agreement have also agreed to forbear with respect to
the interest payment that was due from the Company under the Term
Credit Agreement on May 29, 2013.

A copy of the Amended Forbearance Agreements is available at:

                        http://is.gd/VzAd8Z
                        http://is.gd/ZbdywE

                        About UniTek Global

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

As reported by the TCR on May 28, 2013, Moody's Investors Service
lowered Unitek Global Services, Inc.'s Corporate Family Rating to
Caa2 from Caa1 and Probability of Default to Caa2-PD from Caa1-PD.
These actions follow the company's 8-K filing on May 16, 2013,
which stated that Unitek's subsidiary, DirectSat USA, LLC,
received a letter from DIRECTV, LLC, providing 180-day notice of
the termination of its master services agreement with DirectSat,
effective Nov. 8, 2013.

In the April 19, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc., to 'CCC' from 'B+'.  "The
rating actions follow UniTek's report that certain employees
in its Pinnacle Wireless subsidiary engaged in fraud that resulted
in improper revenue recognition," said Standard & Poor's credit
analyst Michael Weinstein.


UNITEK GLOBAL: Standstill Periods Set to Expire June 6
------------------------------------------------------
UniTek Global Services, Inc. on June 5 disclosed that it has
entered into amendments of its previously-disclosed Forbearance
Agreements with the Company's lenders under its Term and Revolving
Credit Agreements.  The amendments extend through June 6, 2013 the
termination of the standstill periods contained in the original
April 30, 2013 Forbearance Agreements.

The Company also announced that it has initiated a process to
explore refinancing alternatives for its indebtedness to address
its tightening financial covenants and liquidity situation.  To
assist the Company in these efforts, the Company has retained
Miller Buckfire & Co., a leading New York-based investment banking
and capital markets firm owned by Stifel Financial.

Pursuant to the amendments to the Forbearance Agreements, the
lenders under the Term and Revolving Credit Agreements have agreed
to forbear, through June 6, 2013, from exercising certain rights
and remedies they may have under the respective credit agreements
arising from the Events of Default referenced in the original
Forbearance Agreements.  The lenders under the Term Credit
Agreement have also agreed to forbear with respect to the interest
payment that was due from the Company under the Term Credit
Agreement on May 29, 2013.

                   About UniTek Global Services

UniTek Global Services -- http://www.unitekglobalservices.com--
is a provider of engineering, construction management and
installation fulfillment services to companies specializing in the
telecommunications, broadband cable, wireless, two-way radio,
transportation, public safety and satellite industries.  UniTek
has created a scalable operating platform, enabling each UniTek
subsidiary to deliver quality services to its Fortune 200
customers.


UNIVERSITY GENERAL: MKA Replaces Crowe Horwath as Accountants
-------------------------------------------------------------
University General Health System, Inc., dismissed Crowe Horwath
LLP as the Company's independent registered public accounting
firm.  During the years ended Dec. 31, 2012, and 2011 and through
June 3, 2013,, there were no (1) disagreements with Crowe on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, except that:

     Prior to its dismissal, Crowe and the Company were in the
     process of performing procedures on the following items, each
     of which resulted in an actual, or planned, expansion of
     scope by Crowe:

      * Hospital charges and billings related to inpatient outlier
        payments.  Crowe had requested that management investigate
        the nature of certain billing errors, management's
        response to those errors, and assess the pervasiveness of
        those errors
      
      * The Company's contractual allowances and allowance for
        doubtful accounts related to non-governmental payers' for
        the current and prior year

      * Quantification of the Medicare settlement liability
        related to the current and prior years

      * The Company's investigation surrounding a member of senior
        management's representations to the auditors relative to
        certain payroll tax filings and remittances as well as the
        determination of penalties and interest related to
        unremitted payroll taxes

      * Purchase accounting related to current and the prior
        year's acquisitions

Crowe was dismissed prior to the issuance of any audit reports on
the Company's consolidated financial statements.  Crowe was not
engaged to perform any reviews on any quarterly financial
statements for 2012 and any prior periods.

Effective June 3, 2013, the Company's Board approved the
engagement of Moss Krusick & Associates, LLC, as the Company's new
independent registered public accounting firm to audit the
Company's consolidated financial statements for the year ending
Dec. 31, 2012.  MKA had previously served as the Company's
independent registered public accounting firm from March 9, 2011,
through Dec. 29, 2012.

Except for consultations the Company had with MKA while MKA served
as the Company's independent registered public accounting firm,
neither the Company nor anyone on behalf of the Company consulted
with MKA during the Company's two most recent fiscal years and the
subsequent interim period preceding MKA's engagement.

               To Present at "Solstice Conference"

University General will be presenting at the First Annual Singular
Research "Solstice Conference" on June 13, 2013.

The conference will be held at the Millennium Broadway Hotel,
which is located at 145 West 44th Street in New York City.

The presentation by Donald Sapaugh, President of University
General Health System, Inc., and Mike Griffin, CFO, is scheduled
for 11:00 a.m. on Thursday, June 13, 2013.

Throughout the day of the conference, management will meet with
investors in a series of one-on-one breakout sessions.  Interested
parties should contact Bill Jones at Singular Research (267-987-
2082) to schedule a meeting with management.

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet, as restated, at Sept. 30, 2012,
showed $140.42 million in total assets, $128.38 million in total
liabilities, $3.22 million in series C, convertible preferred
stock, and $8.81 million in total equity.


US AIRWAYS: S&P Assigns 'B' Rating to 2012-2 Class C $100MM Certs
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B
(sf)' rating to US Airways Inc.'s series 2012-2 Class C
$100 million pass-through certificates, with an expected maturity
of June 3, 2018.  The issue is a drawdown under a Rule 415 shelf
registration.

"We base our 'B (sf)' rating on US Airways' credit quality,
substantial collateral coverage by good quality aircraft, and on
legal and structural protections available to the pass-through
certificates," said Standard & Poor's credit analyst Betsy Snyder.
The company will use the proceeds of the offering to acquire
additional equipment notes, together with the previously issued
Class A and Class B equipment notes of Dec. 13, 2012, to finance
seven A321-200 aircraft and four A330-200 aircraft to be delivered
through October 2013.  Each aircraft's secured notes are cross-
collateralized and cross-defaulted, a provision that S&P believes
increases the likelihood that US Airways would cure any defaults
and agree to perform its future obligations, including its payment
obligations, under the indentures in bankruptcy.

The pass-through certificates benefit from legal protections
afforded under Section 1110 of the federal bankruptcy code.
However, because the Class C certificates do not have a dedicated
liquidity facility (as do the Class A and Class B certificates),
we do not analyze them as enhanced equipment trust certificates
(EETCs).

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

"We consider the collateral pool of A321-200s and A330-200s to be
of good quality.  The A321-200 is the largest version of Airbus'
popular A320 narrowbody family of planes.  The A321-200 has not
been as successful as the A320 or smaller A319, but nonetheless is
operated by 67 airlines worldwide, many more than Boeing's
competing B737-900ER (although the latter is a newer model and
thus has had less time to attract orders).  Airbus has announced
that it will offer a more fuel-efficient new-engine-option (NEO)
on its narrowbody planes starting in 2016.  Orders to date
indicate that this will be a popular option.  If widely adopted,
sale of NEO planes could depress somewhat residual values of
existing-technology Airbus narrowbody planes.  However, this
effect is most likely for older planes in the A320 family (e.g.
those delivered in the 1990s), rather than the soon-to-be-
delivered A321-200s in the 2012-2 collateral pool," S&P noted.

The second-largest proportion of aircraft securing the
certificates is A330-200s, a small, long-range widebody plane.
This model, which incorporates newer technology than Boeing's
competing B767-300ER, has been successful, and is operated by 65
airlines operators worldwide.  It will face more serious
competition when large numbers of Boeing's long-delayed B787 are
delivered.  Still, it will take a while for this to occur, even
though Boeing has finally begun to make its first aircraft
deliveries earlier in 2012.

The initial loan-to-value of the Class C certificates is 86.7%,
using the appraised base values and depreciation assumptions in
the offering memorandum.  However, S&P focused on more
conservative maintenance-adjusted appraised values (not disclosed
in the offering memorandum).  S&P also uses more conservative
depreciation assumptions for all of the planes than those in the
prospectus.  S&P assumed that, absent cyclical fluctuations,
values of the A321-200s and A330-200s would decline by 6.5% of the
preceding year's value per year.  However, using those
assumptions, S&P's initial loan-to-value is similar to that in the
offering memorandum.  S&P's 'B (sf)' rating on the Class C
certificates is lower than its 'BBB (sf)' rating on the Class A
certificates and 'B+ (sf)' rating on the Class B certificates
because of a higher loan-to-value, the fact that the Class C
certificates are subordinated to the more senior certificates, and
because the Class C certificates do not have a dedicated liquidity
facility (which would, if needed, pay interest on certificates if
a bankrupt US Airways was making insufficient payments to cover
interest).  Still, the Class C certificates benefit from the fact
that the aircraft notes that secure all the certificates are
cross-defaulted and cross-collateralized, which, S&P believes,
increases the likelihood that US Airways would affirm the aircraft
notes in bankruptcy.

"Our ratings on US Airways Group Inc. reflect its substantial debt
and lease burden and participation in the high-risk U.S. airline
industry.  The ratings also incorporate benefits from the
company's operating costs, which are lower than those of other
legacy airlines. Tempe, Ariz.-based US Airways is the fifth-
largest U.S. airline, carrying about 9% of industry traffic.  We
characterize the company's business profile as "weak," its
financial profile as "highly leveraged," and its liquidity as
"adequate" under our criteria.  On Feb. 14, 2013, US Airways and
AMR Corp. (parent of American Airlines Inc.) announced a merger
agreement.  We will evaluate the merger (which is subject to
regulatory review and other conditions) and how it fits into AMR's
plan to emerge from bankruptcy, and we could place ratings on
CreditWatch with positive implications if we believe it is likely
we would rate the merger entity 'B' (we do not foresee a higher
rating, nor do we believe it likely that we would lower the
corporate credit rating).  The timing of any CreditWatch placement
or rating change would depend on both availability of information
needed to judge merger effects and greater clarity around the
timing and certainty of the transaction proceeding," S&P said.

RATINGS LIST

US Airways Inc.
US Airways Group Inc.
Corporate credit rating                            B-/Positive/--

New Ratings Assigned

US Airways Inc.
Series 2012-2 Class C pass-through certificates    B (sf)


VINTAGE CONDOMINIUMS: Submits List of Top Unsecured Creditors
-------------------------------------------------------------
Vintage Condominiums Development LLC presented to the bankruptcy
court a list that identifies its top 20 unsecured creditors.

Creditors with the largest claims are:

  Entity                          Claim Amount
  ------                          ------------
  Parkway Bank And Trust           $14,058,750
  4800 Harlem Avenue              ($11,200,000 secured)
  Harwood Heights, IL 60706

  Mka Real Estate                   $5,838,000
  Oppurtunity Fund I              ($11,200,000 secured)
  c/o Richard Chambliss           ($14,058,750 senior lien)
  1122 East Jefferson, PO
  Box 20527
  Phoenix, AZ 85036

A copy of the creditors' list is available for free at:

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

                     About Vintage Condominium

Vintage Condominiums Development LLC, the owner of the Vintage
condominium development in Gilbert, Arizona, filed a petition
for Chapter 11 protection (Bankr. D. Ariz. Case No. 13-08431) on
May 17, 2013, three weeks after the state court appointed a
receiver at the behest of the secured lender.

The Vintage Condominiums complex has 107 units, approximately two
of which have been purchased by third-party buyers and
approximately 105 of which are currently owned by Vintage.

The lender Parkway Bank & Trust Co., owed $12.3 million, had a
receiver appointed after giving notice of default on April 12,
2013.

The petition lists assets and debt both exceeding $10 million.

Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., serves as
counsel to the Debtor.


VISIONCHINA MEDIA: Deloitte Touche Raises Going Concern Doubt
-------------------------------------------------------------
VisionChina Media Inc. filed on May 30, 2013, its annual report on
Form 20-F for the year ended Dec. 31, 2012.

Deloitte Touche Tohmatsu, in Hong Kong, expressed substantial
doubt about VisionChina Media's ability to continue as a going
concern, citing the Company's recurring losses from operations.

The Company a net loss of US$246.5 million on US$115.7 million of
revenues in 2012, compared with a net loss of US$12.6 million on
US$181.2 million of revenues in 2011.

In June 2012, the Company recorded an impairment charge of
US$178.8 million against the goodwill and intangible assets in
connection with its acquisition of six advertising businesses
which the Company acquired in 2008 and Digital Media Group, which
was completed in 2010.

The Company's balance sheet at March 31, 2013, showed
US$149.8 million in total assets, US$109.8 million in total
liabilities, and stockholders' equity of US$40.0 million.

A copy of the Form 20-F is available at http://is.gd/rEillx

Shenzhen, PRC-based VisionChina Media Inc., a Cayman Islands
company, believes that it operates the largest out-of-home
advertising network using real-time mobile digital television
broadcasts to deliver content and advertising on mass
transportation systems in China based on the number of displays.
Due to PRC regulatory restrictions on foreign investments in the
advertising and mobile digital television industries, the Company
operates its advertising business in China through its
consolidated affiliated entities.


VISUALANT INC: Pays $285,000 to Gemini Master
---------------------------------------------
Visualant, Inc., paid $250,000 plus interest of $35,175 under the
Amendment to Warrant Purchase Agreement with Gemini Master Fund,
Inc., dated Jan. 23, 2013.  The Company has acquired the warrant
from Gemini and cancelled it.

On May 31, 2013, the Company exercised the Option Agreement dated
April 26, 2013, with Ascendiant Capital Partners, LLC, pursuant to
which the Company purchased from Ascendiant 4,000,000 shares of
common stock of the Company for a total purchase price of $300,000
for retirement to treasury.  Ascendiant has not yet delivered the
4,000,000 shares as of June 4, 2013.

On May 31, 2013, the Company was advanced $585,000 by J3E2A2Z LP,
an entity in which Ronald Erickson, the Company's Chief Executive
Officer, has a beneficial interest.  The Company entered into a
Demand Promissory Note on May 31, 2013, for $585,000, which
carries interest at 4 percent.

                       About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.  The Company's balance
sheet at March 31, 2013, showed $4.14 million in total assets,
$5.53 million in total liabilities, a $1.42 million total
stockholders' deficit and $40,133 in noncontrolling interest.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


VYCOR MEDICAL: Fountainhead Held 67.1% Equity Stake at May 20
-------------------------------------------------------------
Fountainhead Capital Management Limited disclosed in an amended
regulatory filing with the U.S. Securities and Exchange Commission
that, as of May 20, 2013, it beneficially owned 4,253,939 shares
of common stock of Vycor Medical, Inc., representing 67.1 percent
of the shares outstanding.  Fountainhead previously reported
beneficial ownership of 4,279,189 common shares or 67.7 percent
equity stake as of May 3, 2013.  A copy of the amended Schedule
13D is available for free at http://is.gd/SpKisY

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

Vycor Medical disclosed a net loss of $2.92 million in 2012, as
compared with a net loss of $4.77 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $2.32 million in total
assets, $4.40 million in total liabilities and a $2.07 million
total stockholders' deficiency.

Paritz & Company, P.A., in Hackensack, New Jersey, 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 loss since inception, has a net
accumulated deficit and may be unable to raise further equity
which factors raise substantial doubt about its ability to
continue as a going concern.


WALTER ENERGY: Moody's Rates Proposed $1.6BB Bank Debt at 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to Walter Energy's
proposed $1.6 billion senior secured credit facilities. Proceeds
from a $1.2 billion term loan, combined with a concurrent issuance
of unsecured debt, will repay the company's existing senior
secured debt, put cash on the balance sheet, and pay related fees
and expenses. Moody's also downgraded Walter's Corporate Family
Rating ("CFR") to B2 from B1, and Speculative Grade Liquidity
Rating ("SGL") to SGL-3 from SGL-2. The rating outlook is
negative.

"Despite recent operational restructuring and an improved balance
sheet, we expect the depth and length of the cyclical trough for
metallurgical coal will preclude Walter Energy from returning
credit measures to levels consistent with a B1 rating within a
reasonable period," said Ben Nelson, Moody's lead analyst for
Walter Energy. "However, the unsecured rating is unchanged due to
the reduction in secured debt as a consequence of the
refinancing."

Today's actions:

Downgrades:

Issuer: Walter Energy, Inc.

  Corporate Family Rating, Downgraded to B2 from B1

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

  $350 million Senior Secured Revolving Credit Facility, Assigned
  Ba3 (LGD2 23%)

  $1,200 million Senior Secured Term Loan B, Assigned Ba3 (LGD2
  23%)

  $500 million 9.875% Senior Unsecured Notes due 2020, Affirmed B3
  (LGD5 77%, from 86%)

  $450 million 8.5% Senior Unsecured Notes due 2021, Affirmed B3
  (LGD5 77%, from 86%)

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

  Outlook, Negative

The assigned ratings are subject to Moody's review of the final
terms and conditions of the proposed transaction. Moody's expects
to withdraw the Ba3 ratings on the existing senior secured credit
facilities following full repayment at closing of the refinancing
transactions.

"The downgrade to a B2 CFR reflects our expectations that, despite
Walter's success in reducing operating costs and improving its
balance sheet, continued headwinds pressuring the metallurgical
coal industry and metallurgical coal prices will limit the
magnitude of improvement such that credit measures will likely
remain outside the expected range for a B1 rating at least into
2014. The anticipated supply/demand environment for met coal is
not likely to support meaningful price increases for at least the
next few quarters as global production continues to rise despite
tepid demand in the steel industry," Moody's said.

Moody's expects that Walter's results will be weaker year-over-
year through the third quarter with adjusted interest coverage
(EBIT/Interest) remaining below zero times and adjusted leverage
(Debt/EBITDA) moving to over 10 times from about 9 times for the
twelve months ended March 31, 2013. Notwithstanding recent
improvements to the company's cost structure, it is unlikely that
metrics will improve sufficiently in the current price environment
to support a higher rating. Moody's expects interest coverage will
remain below 1 time and leverage will remain above 6 times.

Ratings Rationale

The B2 CFR is constrained primarily by high absolute debt relative
to anticipated production levels, exposure to cyclical
metallurgical coal pricing, and reliance on a few key mines for
the majority of earnings and cash flow. Credit measures are weak
for the rating category and expected to weaken further over the
next two quarters, but indicative of metallurgical coal pricing
near a cyclical trough. Adequate liquidity and the potential to
generate strong earnings and cash flow on a mid-cycle basis
support the rating.

The short-term liquidity rating of SGL-3 reflects adequate
liquidity to support operations in the near-term. Walter reported
$236 million of balance sheet cash and $324 million of revolver
availability after considering letters of credit at March 31,
2013. "This liquidity should provide an adequate cushion against
unforeseen cash flow shortfalls, especially as it remains
uncertain in our view if the company will be able to improve free
cash flow to breakeven levels," Moody's said.

However, the new revolver is expected to contain a springing net
first lien senior secured leverage ratio test that becomes
effective when utilization exceeds 20% of the commitment. Moody's
does not expect this covenant will be triggered in the near-term,
but in a scenario involving persistently weaker met coal prices
and ongoing cash burn it is possible that this test could
adversely impact the company's ability to access the full
commitment without prompting lender negotiations.

The negative outlook reflects concerns that the company could burn
cash absent improved market conditions for metallurgical coal.
Moody's could downgrade the rating in response to further
deterioration in market conditions, substantive cash burn, or an
inability to maintain orderly access to the revolving credit.
Failure to complete the proposed refinancing transaction could
also have negative rating implications.

Upward rating momentum is unlikely due to trough cycle conditions
in met coal markets, but Moody's could stabilize the rating
outlook if Walter demonstrates an ability to maintain at least
breakeven cash flow and reduces leverage to well below 10 times.
An upgrade likely would require expectations for interest coverage
sustained above 1.5 times, leverage sustained below 6 times, and
sufficient cash flow to facilitate meaningful debt reduction.

The principal methodology used in this rating was the Global
Mining Industry published in May 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.

Walter Energy, Inc., headquartered in Birmingham, Alabama, is
primarily a metallurgical coal producer which also produces
metallurgical coke, steam and industrial coal, and natural gas.
The company acquired met coal producer Western Coal Corporation in
April 2011.


WESTINGHOUSE AIR: Moody's Ups Rating on $150MM Sr. Notes From Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of Westinghouse Air
Brake Technologies Corporation ("Wabtec") $150 million of senior
unsecured notes due July 2013 to Baa3 from Ba1. In a related
action, Moody's also withdrew the following ratings: Corporate
Family Rating at Ba1; Probability of Default Rating at Ba1-PD; and
Speculative Grade Liquidity rating at SGL-2. Wabtec's rating
outlook is stable.

Ratings Rationale

Wabtec's Baa3 senior unsecured rating reflects the company's
demonstrated ability to maintain a strong competitive position and
operating performance through the business cycle. This ability is
supported by the healthy balance in Wabtec's customer base and
sales as evidenced in the following areas: aftermarket versus rail
OEM; passenger versus freight railroad; and U.S. versus non-U.S.
customers. This balance helped to stabilize the company's revenue
stream throughout the most recent U.S. freight railcar downturn.
Currently, demand for freight railcars is quite strong, and
backlogs are nearing historical peak levels. This, along with
stable demand anticipated in Wabtec's transit segment, suggests
that the company's revenue base will continue to grow steadily at
good margins over the near term.

Moody's expects that Wabtec will maintain a sound financial
condition throughout the business cycle, as it has in the past,
characterized by modest debt levels and good liquidity. As of
March 2013 the company had $417 million of balance sheet debt,
which represents about 18% of revenue. In addition, leverage (Debt
to EBITDA) is estimated at approximately 1.2 times, while EBIT to
Interest was about 15 times. These factors will provide the
company with considerable financial flexibility and as it pursues
growth initiatives. "We expect that Wabtec will continue to pursue
a modest pace of individual acquisitions ($50-$100 million range),
to be funded primarily through use of free cash flow. We also
expect that it will continue to integrate these acquisitions in a
fashion that maintains profitability and contributes to cash
flow," Moody's said.

Moody's assesses Wabtec's liquidity condition as good. We expect
that the company will generate positive free cash flow despite
increased investment that will accompany the anticipated growth in
sales over the near term, and that the company will have access to
a significant amount of its $600 million revolving credit facility
which expires in November 2016. These are important factors that
offset the modest U.S. cash balances that the company maintains.
Wabtec has reported cash balances in excess of $200 million over
the past several years. However, the company only maintains
minimal cash balances (typically less than $20 million) at its
U.S. subsidiaries, which account for about 50% of total sales.
Because of this, it is important that the company generates
positive free cash flow over the near term. The only scheduled
debt maturity over the next 18 months is $150 million of senior
unsecured notes due in July 2013, which can be repaid through cash
reserves or revolver availability.

Wabtec's debt structure is entirely unsecured and results in the
Baa3 rating of the $150 million of 6.875% senior unsecured notes
due July 2013 ("Notes"). The Notes and the senior unsecured
revolving credit facility ($600 million revolver), due November
2016 (not rated by Moody's), are guaranteed by all of the
company's domestic subsidiaries.

"The stable outlook reflects our belief that, as freight car
markets remain strong, the company should be able to achieve
sales, margins, and cash flows at levels supportive of the Baa3
rating," Moody's said. At the same time, Wabtec will likely
continue to benefit from participation in the aftermarket,
locomotive, and transit car sectors, complementing the rebound in
demand in the OEM freight car market in North America. The stable
outlook also anticipates that, to the extent that the company does
undertake acquisitions over the near term, such purchases will not
entail any material increase in integration risk or leverage, and
that the company will be able to modestly reduce its credit
facility drawings through use of its free cash flows. In addition,
Moody's believes that the company is not likely to substantially
increase its share repurchase activity over the next 12 months.

Wabtec's ratings or outlook could be revised upward if the company
can grow its revenue base through the cycle, expanding its
geographic base globally, without substantially increasing debt
levels or undertaking sizeable or risky acquisitions. In addition,
further improvement in the company's liquidity condition,
including the maintenance of stronger U.S.-based cash balance and
and minimal use of the revolver, will be important for upward
ratings consideration.

The ratings or their outlook may be lowered if the company were to
increase debt substantially, particularly to fund share
repurchases or a large acquisition, resulting in Debt to EBITDA of
above 3.0 times or EBIT to Interest of below 6.0 times.

Upgrades:

Issuer: Westinghouse Air Brake Technologies Corp.

  Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3 from
  Ba1

Withdrawals:

Issuer: Westinghouse Air Brake Technologies Corp.

  Probability of Default Rating, Withdrawn, previously rated
  Ba1-PD

  Speculative Grade Liquidity Rating, Withdrawn, previously rated
  SGL-2

  Corporate Family Rating, Withdrawn, previously rated Ba1

The principal methodology used in this rating was the Global
Manufacturing Industry Methodology published in December 2010.

Westinghouse Air Brake Technologies Corporation headquartered in
Wilmerding, Pennsylvania is a global provider of highly engineered
products and services for the rail and transit industries.


WESTINGHOUSE SOLAR: Has Supply Agreement with EEG
-------------------------------------------------
Westinghouse Solar, Inc., entered into a Supply Agreement with
Environmental Engineering Group Pty Ltd for the assembly of
Westinghouse Solar's proprietary solar modules.  EEG is an
assembler of polycrystalline modules located in Stapylton,
Australia, and a preferred supplier of CBD Energy Limited.
Westinghouse Solar is working towards completing a merger with CBD
in 2013.

Under the Supply Agreement, EEG will serve as a contract assembler
of new 250 watt AC and DC solar modules to be built according to
the Company's specifications and using the Company's proprietary
design and technology, exclusively for sale to the Company and in
support of the Company's sales to solar distributors, solar
installers, solar retailers, private label customers, major home
improvement retailers and homebuilders.  The new Products will be
designed for use in solar power systems for residential and
commercial rooftop customers primarily in the United States and
Australia.  The Products will carry the Westinghouse Solar brand
name and will be labeled to indicate "Assembled in Australia."
Products distributed in the United States will utilize modules
containing Taiwan cells and therefore not subject to punitive
Chinese tariffs.  Pursuant to the Supply Agreement, EEG will
provide the Company with Products at market-competitive pricing,
and in volume levels sufficient to meet the Company's forecasted
needs.  The Company is not obligated to purchase any minimum or
required volumes of Products from EEG, except to the extent of any
fully executed purchase orders.  The Supply Agreement will
continue through Dec. 31, 2015, and contains a provision whereby
either party can terminate without cause by providing 90 days'
prior written notice.

The new modules recently achieved UL certification for U.S.
distribution.  The IEC certification process for Australian
distribution is currently underway and is expected to be complete
in June 2013.  The Company expects to begin shipping product to
customers by early in the third calendar quarter of this year.

                         About Westinghouse

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

Westinghouse Solar disclosed a net loss of $8.62 million on $5.22
million of net revenue in 2012, as compared with a net loss of
$4.63 million on $11.42 million of net revenue in 2011.

The Company's balance sheet at March 31, 2013, showed $3.18
million in total assets, $5.31 million in total liabilities,
$417,704 in series C convertible redeemable preferred stock,
$280,000 in series D convertible redeemable preferred stock and a
$2.82 million total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing significant
operating losses and negative cash flow from operations that raise
substantial doubt about its ability to continue as a going
concern.


WYLE SERVICES: S&P Lowers Corp. Credit Rating to 'B'
----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on El Segundo, Calif.-based Wyle Services Corp. to 'B' from
'B+'.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's $325 million senior secured facilities, which consist of
a $35 million revolving credit facility due 2016 and a
$290 million term loan due 2017, to 'BB-' from 'BB'.  The '1'
recovery rating indicates S&P's expectations for very high (90% to
100%) recovery in the event of payment default.

In addition, S&P lowered its issue-level rating on the company's
$175 million senior subordinated notes due 2018 to 'CCC+' from
'B-'.  The '6' recovery rating indicates S&P's expectations for
negligible (0% to 10%) recovery in the event of payment default.

"The downgrade reflects our view that revenue, which for the 12-
month period ended March 31, 2013, declined to $1.11 billion, or
by 5% compared with a year ago period, could decline further as a
result of ongoing federal government budget pressure and potential
impact from sequestration," said Standard & Poor's credit analyst
David Tsui.  We view Wyle's financial risk profile as highly
leveraged, with operating-lease adjusted debt (including
capitalized operating leases) to EBITDA of 5.5x at March 31, 2013,
higher than 5.2x at June 30, 2012, and believe it is likely to
increase to the high-5x area in 2013 due to the difficult
government contracting industry environment.

The stable rating outlook is based on revenue visibility from
long-term contracts and contract backlog.  S&P could consider a
lower rating if Wyle experiences any significant loss of contracts
and task orders (i.e., the RIAC contract or task orders) or fails
to maintain its current profitability level, leading to flat or
negative FOCF.

Although S&P views it as unlikely over the next year, it could
raise the rating to 'B+' if the company can achieve major contract
wins that enable diversification from its currently highly
concentrated customer base and can successfully retaining majority
of its existing RIAC task orders through the contract transition,
which would lead to an improved business risk profile.


YANKEE CANDLE: Moody's Assigns B1 Rating to New $950MM Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to The Yankee
Candle Company, Inc.'s proposed $950 million secured term loan due
2020.  Concurrently, Moody's affirmed all existing ratings on
Yankee Candle and its indirect parent company, YCC Holdings LLC's
("YCC"), including the B2 Corporate Family Rating and B2-PD
Probability of Default Rating. YCC's Speculative Grade Liquidity
Rating is unchanged at SGL-3. The ratings outlook remains stable.

In addition to the proposed $950 million term loan, Yankee Candle
intends to issue at least $450 million of new senior notes. Per
the company's announcement on May 24, 2013, the total amount of
new debt raised as part of the transaction will be at least $1.4
billion. Proceeds from the new debt offerings will be used to
refinance existing debt at Yankee Candle and YCC, pay related fees
and expenses, and pay an estimated $187 million dividend to the
company's equity sponsor (Madison Dearborn Partners, LLC).

The rating on the proposed term loan is subject to completion of
the transaction as proposed, and review of final documentation.
Once the refinancing transaction is complete, YCC's B2 Corporate
Family Rating, B2-PD Probability of Default Rating and SGL-3
Speculative Grade Liquidity Rating will be moved to Yankee Candle
and all existing debt ratings at both Yankee Candle and YCC will
be withdrawn.

Moody's took the following rating actions:

The Yankee Candle Company Inc.:

  Proposed $950 million term loan due 2020 assigned at B1 (LGD3,
  39%)

  $654 million senior secured term loan due 2019 affirmed at B1
  (LGD3, 35%)

  $188 million subordinated notes due 2017 affirmed at B3 (LGD5,
  75%).

YCC Holdings, Inc.

  Corporate Family Rating affirmed at B2

  Probability of Default Rating affirmed at B2-PD

  $315 million senior subordinated notes due 2016 affirmed at Caa1
  (LGD6, 90%)

The Speculative Grade Liquidity Ratings is unchanged at SGL-3.

Ratings Rationale

Despite the increase in debt and leverage due to the proposed
transaction, the affirmation of the B2 corporate family rating
reflects Moody's expectation for material debt protection metric
improvement over time with continued profitable growth through
Yankee Candle's multi-channel platform and the use of free cash
flow to reduce debt. Yankee Candle's overall cash interest expense
will decline significantly as it refinances the existing higher
interest debt, boosting future free cash flow available for debt
reduction.

The rating is supported by the company's strong market position in
premium scented candles in the US, and its breadth of distribution
across its own retail business and sizable wholesale business. The
company has demonstrable brand strength evident in its very high
operating margins which compare favorably to best-in-class
consumer product companies, and has shown resiliency during recent
weak economic conditions, with positive annual free cash flow and
debt reduction. Liquidity is expected to remain adequate, as
reflected in the SGL-3 Speculative Grade Liquidity Rating.

The company's ratings are constrained by its high financial
leverage stemming from an aggressive financial policy over the
past several years, considering that this transaction comes on the
heels of a 2011 debt-financed dividend of about $300 million. Pro
forma Moody's lease-adjusted debt/EBITDA is estimated to approach
7.0 times for the twelve months ended March 30, 2013. There is
limited cushion for incremental funded debt increases at this
time, other than for seasonal working capital needs. The rating
also reflects the company's limited overall scale in the retail
industry and its narrow product focus on the premium scented
candle category.

The B1 rating on Yankee Candle's proposed secured term loan
reflects the overall probability of default of the company,
reflected in the B2-PD probability of default rating, and a loss
give default assessment of (LGD3, 39%). The proposed term loan
will be secured by a first priority lien on all assets of the
company excluding inventory and accounts receivable, under which
it will have a second lien behind the proposed amended $175
million ABL revolver (unrated). The term loan will also be secured
by stock of its subsidiaries (including 66% of the stock of
foreign subsidiaries). The rating benefits from the sizeable level
of junior obligations in the capital structure in the form of
unsecured leases, payables and expectation for the proposed
issuance of at least $450 million of new unsecured notes.

The stable rating outlook reflects Moody's expectation that the
company will be able to maintain revenue and operating margin
stability, while at the same time maintaining its focus on cash
generation and debt repayment. The outlook also assumes that the
company maintains adequate liquidity.

YCC's ratings could be downgraded if it experiences negative
trends in sales and operating margins -- particularly if as a
result of an erosion in the company's brand or market share --
leading to an inability to meaningfully reduce leverage to near
6.5 times over the next year. An erosion in liquidity for any
reason or a more aggressive financial policy could lead to a
ratings downgrade.

Factors that could result in an upgrade include sustained growth
in revenues and operating earnings, significant debt reduction and
maintenance of a more conservative financial policy that
sustainably supports lower leverage. Quantitatively, ratings could
be upgraded if debt/EBITDA was sustained below 5.5 times and
EBITA/interest maintained above 1.75 times.

The principal methodology used in rating YCC was the Global Retail
Industry Methodology published in June 2011. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.  YCC Holdings LLC ("YCC") is headquartered in South
Deerfield, Massachusetts. Operating through its indirect operating
subsidiary, The Yankee Candle Company, Inc., YCC is the largest
designer, manufacturer, and distributor of premium scented candles
in the U.S. Revenues for the twelve months ended March 30, 2013
was $852 million. The company is owned by affiliates of Madison
Dearborn Partners, LLC ("MDP") and members of management.


YANKEE CANDLE: S&P Assigns B Rating to Proposed $950MM Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to South
Deerfield, Mass.-based The Yankee Candle Co. Inc.'s proposed
$950 million senior secured term loan due 2020 and $450 million
senior unsecured notes due 2018.  S&P rated the proposed senior
secured term loan 'B' (the same as S&P's 'B' corporate credit
rating on The Yankee Candle Co.) with a recovery rating of '3',
indicating expectations for meaningful (50% to 70%) recovery for
lenders in the event of a payment default.  At the same time, S&P
rated the proposed $450 million senior unsecured notes 'CCC+' (two
notches below the 'B' corporate credit rating) with a recovery
rating of '6', indicating S&P's expectation for negligible
recovery (0%-10%) in the event of a payment default.

Yankee Candle has indicated that it will use the proceeds from the
proposed debt offerings to fund a $187 million shareholder
dividend; to refinance its existing term loan, senior notes and
payment-in-kind HoldCo notes; and to pay accrued interest and
related fees and expenses.  The ratings are based on proposed
terms and are subject to review upon receipt of final
documentation.  Upon completion of the proposed transaction, the
ratings on the company's existing debt issues will be withdrawn.
As of March 30, 2013, Yankee Candle had about $1.2 billion of debt
outstanding.

The 'B' corporate credit rating on Yankee Candle reflects S&P's
view of the company's financial risk profile as "highly leveraged"
and its business risk profile as "weak".  Key credit factors in
S&P's business risk assessment include Yankee Candle's narrow
product focus, significant earnings seasonality, and the
discretionary nature of its products.  S&P also factors in the
company's strong market position and leading brand in the niche
premium scented candles market.  Yankee Candle is the largest
designer, manufacturer, and distributor of premium scented
candles, and the leading premium candle brand in the U.S.

S&P views the company's financial risk profile as highly leveraged
based on its significant debt burden and very aggressive financial
policy.  S&P estimates credit protection measures will weaken
following the proposed transaction, yet remain in line with S&P's
"highly leveraged" indicative ratios of leverage over 5x and funds
from operations (FFO) to total debt below 12%.  For the 12 months
ended March 30, 2013, S&P estimates the ratio of pro forma total
debt to adjusted EBITDA will be high at 7.3x, compared with 6.2x
before the proposed transaction, and the ratio of pro forma FFO to
total debt will decline to less than 7%, from 8.2%.  S&P expects
credit measures will improve over the next year on EBITDA growth
and debt reduction, including reducing average leverage to
below 7x by year-end.

RATINGS LIST

The Yankee Candle Co. Inc.
Corporate credit rating                 B/Stable/--

Ratings Assigned
The Yankee Candle Co. Inc.
Senior secured
  $950 mil. term loan due 2020           B
    Recovery rating                      3
Senior unsecured
  $450 mil. notes due 2018               CCC+
    Recovery rating                      6


ZOGENIX INC: Cuts Workforce by 37 Percent
-----------------------------------------
Zogenix, Inc., commenced a restructuring of its workforce,
resulting in a reduction in force of approximately 37 percent, or
55 employees, across all functional areas of the Company.  Zogenix
took these steps as part of its initiatives to extend the
Company's cash runway.  Charges associated with the reduction in
force are expected to be approximately $1 million, which includes
cash charges of $0.9 million in severance costs and $0.1 million
in non-cash stock-based compensation charges, and are expected to
be recorded in the second quarter of 2013.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $65.57 million in total assets,
$70.56 million in total liabilities, and a $4.99 million total
stockholders' deficit.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.


* Moody's Withdraws Ratings on 22 Former CA Authorities Tax Bonds
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of tax
allocation bonds issued by 22 former California Redevelopment
Agencies, affecting $1.2 billion of debt, due to insufficient
information. Additionally, the ratings of 68 issuers remain on
review for possible downgrade or withdrawal. These issuers have
provided, or have indicated that they will provide within 30 days,
sufficient information to maintain their ratings.

In June 2012, Moody's downgraded to Ba1 all California
redevelopment agency tax allocation bonds that were rated Baa3 or
higher, and also placed ratings of all rated RDAs under review for
possible downgrade or withdrawal. The downgrade to Ba1 was
prompted by the substantially increased risk of default resulting
from the state's dissolution of all redevelopment agencies. The
continuing review of the ratings was based on the potential risk
that implementation of the new law governing "successor" agencies
(Assembly bills 26 and 1484) could reduce credit quality even
further, and uncertainty as to whether there was sufficient
information available to assess the credit quality of tax
allocation bonds.

"In February 2013, we extended our review of the tax allocation
bonds of 93 RDA issuers for an additional 90-day period in order
to obtain additional information that is necessary to evaluate
their credit quality. We outlined our information requirements in
our Special Comment, "Continued Reviews of California Tax
Allocation Bonds Will Incorporate New Information Requirements,"
dated February 28, 2013. The outcomes for these 93 issuers are: 22
rating withdrawals, 68 continuing reviews, and 3 reviews that have
been completed," Moody's said.

The affected issuers and bonds are as follows:

1. Campbell Redevelopment Agency, CA

Central Campbell Redevelopment Project, Tax Allocation Bonds,
Series 2002A

2. Coalinga Redevelopment Agency, CA

Coalinga Redevelopment Project, 2000 Tax Allocation Bonds

3. Danville Community Redevelopment Agency, CA

Taxable Revenue Bonds, 2001 Series A (Community Redevelopment
Agency of the Town of Danville -- Downtown Redevelopment Project)

4. Dixon Redevelopment Agency, CA

(Central Dixon Redevelopment Project) Tax Allocation

5. Hesperia Community Redevelopment Agency, CA

2005 Tax Allocation Bonds, Series A

2005 Tax Allocation Bonds, Series B (Housing Project)

Redevelopment and Housing Projects 2007 Series A (Tax Exempt)

Redevelopment and Housing Projects 2007 Series B (Taxable)

6. Inglewood Redevelopment Agency, CA

Merged Redevelopment Project Subordinate Lien Tax Allocation
Bonds, Series 2007A-1, 2007A-T, 2007A-H

7. Long Beach Redevelopment Agency, CA

Revenue Bonds (Redevelopment, Housing and Gas Utility Financings),
2005 Series A-1 and Series A-2; Taxable Revenue Bonds
(Redevelopment, Housing and Gas Utility Financings), 2005 Series B

8. Novato Redevelopment Agency, CA

Hamilton Field Redevelopment Project Tax Allocation Bonds, Series
2011

9. Palm Desert Redevelopment Agency, CA

Subordinate Tax Allocation Revenue Capital Appreciation Bonds
(Project Area No. 3) 2006 Series C

Tax Allocation (Housing Set-Aside) Refunding Revenue Bonds, Series
2007

Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As
Amended) 2007 Series A

Tax Allocation Revenue Bonds (Project Area No. 1, As Amended) 2006
Series A and Tax Allocation Refunding Revenue Bonds (Project Area
No. 1, As Amended) 2006 Series B (Taxable)

Tax Allocation Revenue Bonds (Project Area No. 2) Refunding,
Series 2006 A and Tax Allocation Revenue Capital Appreciation
Bonds (Project Area No. 2), Series 2006 B

Tax Allocation Revenue Bonds (Project Area No. 2), Series 2006 C
and Subordinate Tax Allocation Revenue Capital Appreciation Bonds
(Project Area No. 2), Series 2006 D

Tax Allocation Revenue Bonds (Project Area No. 3) 2006 Series A
and Tax Allocation Revenue Capital Appreciation Bonds (Project
Area No. 3) 2006 Series B

Tax Allocation Revenue Bonds (Project Area No. 4) 2006 Series A
and Tax Allocation Revenue Capital Appreciation Bonds (Project
Area No. 4) 2006 Series B

10. Palmdale Community Redevelopment Agency, CA

Tax Allocation Bonds, 2005 Series E and 2005 Series F (Housing
Set-Aside Revenues)

Tax Allocation Refunding Bonds 2003 Series C and Tax Allocation
Bonds, 2003 Series D (Housing Set-Aside Revenues)

Tax Allocation Refunding Bonds, Series 2004A (Merged Redevelopment
Project Areas)

11. Ripon Redevelopment Agency, CA

Ripon Community Redevelopment Project Tax Allocation Bonds, Issue
of 2005

Ripon Community Redevelopment Project Tax Allocation Bonds, Issue
of 2007

Tax Allocation Bonds, Issue of 2003

12. San Mateo Redevelopment Agency, CA

Merged Area Housing Set-Aside Tax Allocation Bonds, 2005 Series A
(Taxable)

Merged Area Tax Allocation Bonds, 2005 Series A

13. San Pablo Redevelopment Agency, CA

Subordinate Tax Allocation Bonds, Series 1999A Tenth Township
Redevelopment Project

Tax Allocation Revenue Bonds, Series 2001

14. San Rafael Redevelopment Agency, CA

(Central San Rafael Redevelopment Project Area) Tax Allocation
Bonds, Series 1999

15. Sand City Redevelopment Agency, CA

Tax Allocation Bonds, 2008 Series A and Taxable Tax Allocation
Bonds, 2008 Series B (Sand City Redevelopment Project)

16. Seaside Redevelopment Agency, CA

Tax Allocation Refunding Bonds Issue of 2001 (Merged Project Area)

17. South El Monte Improvement District, CA

Tax Allocation Bonds, 2008 Series A (Merged Project Area)

18. South San Francisco Redevelopment Agency, CA

Merged Redevelopment Project Tax Allocation Revenue Bonds, Series
2006A

19. Stanislaus-Ceres Redevelopment Commission, CA

Tax Allocation Bonds Issue of 2000

20. Suisun Redevelopment Agency, CA

2003 Series A Taxable Tax Allocation Bonds and 2003 Series B
Refunding Tax Allocation Bonds

21. Vacaville Redevelopment Agency, CA

Tax Allocation Revenue Bonds

Tax Allocation Revenue Bonds (Vacaville Community Redevelopment
Project)

22. West Hollywood Community Development Commission, CA

East Side Redevelopment Project, 2003 Tax Allocation Bonds

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

Principal Methodology

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


* Moody's Revises Outlook to Positive for U.S. Mortgage Insurers
----------------------------------------------------------------
The outlook for U.S. mortgage insurers is now positive, reflecting
improved financial performance, declining delinquencies and
stronger regulatory capital, says Moody's Investors Service in its
latest industry outlook "U.S. Mortgage Insurers: Positive
Outlook." The outlook was previously changed to negative in March
2012.

"The U.S. mortgage insurance industry has started to recover from
its low point established during the financial crisis, and is
positioned for continued growth and a return to profitability,"
said Brandan Holmes, a Moody's Assistant Vice President and co-
author of the report. "General macroeconomic conditions, including
housing fundamentals, are improving, and active industry
participants are directly benefitting from this environment."

Moody's also notes that new insurance written is growing at an
increased pace and new delinquencies continue to slowly decline,
while capital raises, acquisitions and new entrants have boosted
capital levels across the industry.

Improvements in the U.S. economy and housing market will continue
to drive lower delinquencies in legacy books. This, and profitable
post-2008 new business, will boost financial performance and
profitability, says Moody's.

Additionally, rate increases by the Federal Housing
Administration, delays in GSE reform and an uptick in household
formation will support growth in demand for private mortgage
insurance, says Moody's.

Still, many insurers have a relatively weak credit profile and
risks remain to the industry, including the absence of clarity
about the role of private mortgage insurance in a reformed U.S.
housing finance environment, significant exposures to legacy
portfolios, and the likely need for some companies to further
recapitalize to secure their competitive position going forward,
says the rating agency.


* Supreme Court to Decide on Final Decision from District Judge
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court is scheduled to decide this
month whether to allow an appeal in a case that would resolve
disagreement among lower courts and say whether the constitutional
right for a lawsuit to be decided by a life tenured federal
district judge can be waived.

The report recounts that in December, the U.S. Court of Appeals in
San Francisco decided a case called Executive Benefits Insurance
Agency v. Arkinson.  The Ninth Circuit concluded that the right to
have a final decision from a district judge can be waived.  The
insurance agency filed papers initially in April asking the
Supreme Court for permission to appeal.  The bankruptcy trustee
opposed an appeal to the Supreme Court.  The last papers were
filed on June 3.  The justices of the high court are scheduled to
hold a conference on June 20 and decide whether the appeal should
be granted.  Their decision may be disclosed on June 24.

The report notes that if the court allows an appeal, the case
won't be heard until the term that begins in October.  In
bankruptcy cases involving constitutional questions, the justices
often ask the U.S. Solicitor General to weigh in on whether to
grant an appeal.  Should the Court seek the government's views, a
decision on allowing an appeal won't be made until later this
year.

The report relates that the case involves one of the questions
left unanswered in the Supreme Court's 2011 opinion in Stern v.
Marshall.  The Stern ruling said that only a life-tenured federal
district judge can make a final ruling on certain types of state-
law claims.  In those situations, a bankruptcy judge is limited to
issuing proposed rulings that can be accepted or rejected in
district court without giving any deference to how the bankruptcy
judge ruled.

The Bloomberg report discloses that federal courts of appeal
disagree on whether so-called Stern rights can be waived.  The
circuit court in Cincinnati reached the opposite conclusion in
October, saying the right to a final decision in district court
can't be waived.

The case in the Supreme Court is Executive Benefits Insurance
Agency v. Arkinson, 12-1200, U.S. Supreme Court (Washington).  The
case in the 9th Circuit was Executive Benefits Insurance Agency v.
Arkinson (In re Bellingham Insurance Agency Inc.), 11-35162, 9th
U.S. Circuit Court of Appeals (San Francisco).


* Circuit Judge Jones Accused of Making Racially Biased Remarks
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that circuit Judge Edith H. Jones, former chief judge of
the U.S. Court of Appeals in New Orleans, was the target of a
judicial misconduct complaint filed this week by four law
professors and several civil rights organizations.

According to the report, the complaint, lodged with the New
Orleans court, alleges that Judge Jones made comments at a lecture
at the University of Pennsylvania Law School in February that
violated rules of judicial conduct.  Supported by affidavits from
some in attendance, the complaint alleges Judge Jones said that
"racial groups like African Americans and Hispanics are
predisposed to crime."

The report notes that she said those groups are "prone to commit
acts of violence" and are involved in more "heinous" crimes than
other ethnicities, according to the complaint.  The complaint
describes how Judge Jones said the system of capital punishment
provides a positive service because defendants "are likely to make
peace with God only in the moment before imminent execution."

The report relates that among other allegations, the complaint
recites how Judge Jones, 64, said a U.S. Supreme Court case
prohibiting execution of the mentally retarded was ill-advised.
Judge Jones didn't respond to a call to her chambers seeking
comment.

The Bloomberg report discloses that Judge Jones was a bankruptcy
expert before appointment to the bench in 1985 by President Ronald
Reagan.  She wrote some of the Fifth Circuit's most influential
bankruptcy decisions, including a decision in late May about the
so-called absolute priority rule when individuals are in Chapter
11.  The complainants are asking that the matter be sent to
another federal circuit court for consideration.


* LPS Says Judicial States' Foreclosure Sales Rate Hit Record High
------------------------------------------------------------------
The April Mortgage Monitor report released by Lender Processing
Services LPS +0.88% found that the rate of foreclosure sales
(i.e., completion of the foreclosure process) in judicial
foreclosure states hit its highest point since 2010.  However, the
length of time that process is taking -- as well as the disparity
in foreclosure timelines between judicial and non-judicial states
-- continues to grow.  Still, as LPS Applied Analytics Senior Vice
President Herb Blecher explained, the steady return to a relative
degree of normality in the foreclosure sale rate has helped to
bring down foreclosure inventories at the national level.

"The foreclosure sale rate in judicial states rose nearly 17
percent from March to April," Mr. Blecher said.  "This is the
highest that rate has been since the moratoria and process reviews
in the fall of 2010 led to a near-complete halt in the process in
both judicial and non-judicial states. Non-judicial rates were
relatively quick to bounce back, but judicial states experienced a
much slower, though steady, increase.  This has helped drive an
overall decline in foreclosure inventory at the national level,
which is now at 3.2 percent -- its lowest point in four years.

"The situation is far from resolved," Mr. Blecher stressed.
"Foreclosure inventories in judicial states are still more than
three times the size of those in non-judicial states, and national
inventories are still more than seven times pre-crisis levels.
Additionally, recently announced moratoria will need to be
monitored to determine the impact on timelines, as well as the
rate of the improvement trend."

LPS also looked at prepayment speeds (historically, a good
indicator of refinance activity), and found that prepayment speeds
have stayed elevated as interest rates remain near record lows,
though they are down from recent historic highs.  In particular,
loan vintages from 2009 and earlier are prepaying at historically
high speeds, because borrowers are selling their homes and taking
advantage of recent home price increases, or refinancing through
HARP.  More recent vintages are showing signs of potential
"burnout," with borrowers having already taken what advantage they
could of the current rate environment.  In addition, liquidity for
lower credit borrowers has been steadily increasing, as the data
showed prepayment speeds for credit scores under 720 increased 20-
30 percent on a year-over-year basis, as compared to just 7
percent for borrowers with credit scores of 720 and above.

As reported in LPS' First Look release, other key results from
LPS' latest Mortgage Monitor report include:

Total U.S. loan delinquency rate: 6.21%

Month-over-month change in delinquency rate: -5.81%

Total U.S. foreclosure pre-sale inventory rate: 3.17%

Month-over-month change in foreclosure pre-sale inventory rate:
-5.83%

States with highest percentage of non-current* loans:
FL, NJ, MS, NV, NY

States with the lowest percentage of non-current* loans:
MT, WY, AK, SD, ND
*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.

Totals are extrapolated based on LPS Applied Analytics' loan-level
database of mortgage assets.

                   About the Mortgage Monitor

LPS manages the nation's leading repository of loan-level
residential mortgage data and performance information on nearly 40
million loans across the spectrum of credit products.  The
company's research experts carefully analyze this data to produce
a summary supplemented by dozens of charts and graphs that reflect
trend and point-in-time observations for LPS' monthly Mortgage
Monitor Report.

                About Lender Processing Services

Lender Processing Services -- http://www.lpsvcs.com-- delivers
comprehensive technology solutions and services, as well as
powerful data and analytics, to the nation's top mortgage lenders,
servicers and investors.  As a proven and trusted partner with
deep client relationships, LPS offers the only end-to-end suite of
solutions that provides major U.S. banks and many federal
government agencies the technology and data needed to support
mortgage lending and servicing operations, meet unique regulatory
and compliance requirements and mitigate risk.  These integrated
solutions support origination, servicing, portfolio retention and
default servicing.  LPS' servicing solutions include MSP, the
industry's leading loan-servicing platform.  The company also
provides proprietary data and analytics for the mortgage, real
estate and capital markets industries.  LPS is a Fortune 1000
company headquartered in Jacksonville, Fla., and employs
approximately 7,500 professionals.


* May Bankruptcies in U.S. Still Showing Signs of Bottom
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankruptcy filings in the U.S. during May again imply
that filings have bottomed out.

According to the report, the 96,500 bankruptcies of all types last
month were the second most on a daily basis in 2013, although 12
percent fewer than May 2012.  Cumulatively this year, the 460,700
bankruptcies are 14 percent fewer than the same period in 2012,
according to data compiled from court records by Epiq Systems Inc.

The report notes that filings are down so far this year in all 50
states.  Commercial bankruptcies are showing the same patterns.

The report relates that the 4,000 commercial filings were the
third most in 2013 on a daily basis.  The 537 commercial Chapter
11 filings, where larger companies reorganize or sell assets, were
the second fewest in 2013.  The declines in commercial and
personal bankruptcies are attributable to "sustained low interests
rates, tighter lending standards, and decreased consumer
spending," Sam Gerdano, the executive director of the American
Bankruptcy Institute, said in a statement.  States with the most
bankruptcies in May per capita were Tennessee, Georgia and
Alabama, the same as April.  Earlier this year, Georgia replaced
Alabama in second place.  Bankruptcies throughout the U.S.
declined 14.1 percent in 2012, totaling 1.19 million.  In 2011,
there were 1.38 million.

The Bloomberg report discloses that the 2011 bankruptcies
represented an 11.7 percent decline from the 1.56 million in 2010,
the most bankruptcies since the all-time record of 2.1 million set
in 2005.  In the last two weeks before the bankruptcy laws
tightened in 2005, about 630,000 American sought bankruptcy
protection.


* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
                Augsburg, 1459-1525
--------------------------------------------------------------
Author:  Jacob Streider
Publisher:  Beard Books
Hardcover:  227 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/UAP0Zb

Quick, can you work out how much $75 million in sixteenth
century dollars would be worth today?  Well, move over Croesus,
Gates, Rockefeller, and Getty, because that's what Jacob Fugger
was worth.

Jacob Fugger was the chief embodiment of early German
capitalistic enterprise and rose to a great position of power in
European economic life. Jacob Fugger the Rich is more than just
a fascinating biography of a powerful and successful
businessman, however. It is an economic history of a golden age
in German commercial history that began in the fifteenth
century. When the book was first published, in 1931, The Boston
Transcript said that the author "has not tried to make an
exhaustive biography of his subject but rather has aimed to let
the story of Jacob Fugger the Rich illustrate the early
sixteenth century development of economic history in which he
was a leader."

Jacob Fugger's family was one of the foremost family in Augsburg
when he was born in 1459. They got their start by importing raw
cotton, by mule, from Mediterranean ports. They later moved into
silk and herbs and, for a long while, controlled much of
Europe's pepper market.

Jacob Fugger diversified into copper mining in Hungary and
transported the product to English Channel and North Sea ports
in his own ships. A stroke of luck led to increased mining
opportunities. Fugger lent money to the Holy Roman Emperor
Maximilian I to help fund a war with France and Italy. Mining
concessions were put up as collateral. The war dragged on, the
Emperor defaulted, and Fugger found himself with a European
monopoly on copper.

Fugger used his extensive business network in service of the
Pope. His branches all over Europe collected payments due the
Vatican and issued letters of credit that were taken to Rome by
papal agents. Fugger is credited with creating the first
business newsletter. He collected news of evolving business
climate as well as current events from his agents all across
Europe and distributed them to all his branches.

Fugger's endeavors wee not universally applauded. The sin of
usury was still hotly debated, and Fugger committed it
wholesale. He was sued over his monopoly on copper.  He was
involved in some messy bribes in bringing Charles V to the
throne. And, his lucrative role as banker in the sale of
indulgences, those chits that absolve the buyer of sin, raised
the ire of Martin Luther himself. Luther referred to Fugger
specifically in his Open Letter to the Christian Nobility of the
German nation Concerning the Reform of the Christian Estate just
before being excommunicated in 1521. Fugger went on, however, to
fund Charles V's war on Protestanism and became even richer.

Fugger built many churches and buildings in Augsburg. He was
generous to the poor and designed the world's first housing
project. These buildings and lovely gardens, called the
Fuggerei, are still in use today.

A New York Times reviewer said that Jacob Fugger the Rich, a
book "concerned with the most famous, most capable, and most
interesting of all [the members of the Fugger family] will be as
interesting for the general reader as for the special student of
business history." This observation is just as true today as in
1931, when first made.

Jacob Streider was a professor of economic history at the
University of Munich.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***