TCR_Public/130610.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 10, 2013, Vol. 17, No. 159

                            Headlines

1ST COMMERCE BANK: FDIC Closes Bank
A&C HEALTH: Voluntary Chapter 11 Case Summary
ADVANSTAR COMMS: Moody's Lifts CFR to B3 Following ENK Merger
ADVANSTAR INC: S&P Raises Corporate Credit Rating to 'B'
AHERN RENTALS: Chapter 11 Plan Gets Green Light

ALLIED SYSTEMS: Seeks Reprieve From Threat of Rival Exit Plans
AMERICAN AIRLINES: To Present Merger Plan for Confirmation Aug. 15
AMERICAN AIRLINES: Closes Offering of Class C Certificates
AMERICAN AIRLINES: Fitch Rates New Secured Credit Facility 'BB-'
AMERICAN AIRLINES: S&P Assigns 'BB-' Rating to $1.5BB Loan

AMERICAN APPAREL: Comparable Sales for May 2013 Increased 10%
ANACOR PHARMACEUTICALS: Stockholders Elect Two Directors
APEX RACK: Updated Case Summary & Creditors' Lists
ARGUS GROUP: A.M. Best Affirms 'bb' Issuer Credit Rating
ATLANTIC COAST: Settles Class Lawsuit on Bond Street Merger

BIRDSALL SERVICES: Creditors Back Liquidation Amid Woes
BRANSON PROPERTY: Voluntary Chapter 11 Case Summary
BROADVIEW NETWORKS: Amends $128.8MM Notes Resale Prospectus
CAESARS ENTERTAINMENT: Bank Debt Trades At 12% Off
CENTRAL FEDERAL: Donal Malenick Quits as Director

CHAMPION INDUSTRIES: Inks Forbearance Agreement Fifth Third
CHINA BOTANIC: Withdraws Request for Hearing on NYSE MKT Delisting
CHINA NATURAL: Asks Court to Approve Settlement with SEC
CHRIST HOSPITAL: Gets Go-Ahead for Liquidation Plan
COMMODORE INT'L: 2nd Circ. Lets Excess Insurers Off Hook
CONDOR DEVELOPMENT: Can Hire Jones Lang as Real Estate Brokers

CONDOR DEVELOPMENT: Taps Marin Management as Hotel Manager
COUNTRYWIDE FIN'L: BlackRock Group Chose BofA Accord
DETROIT, MI: In Bid to Trim Legal Deals, Manager Takes Hard Line
DETROIT, MI: In Bankruptcy, City Could Sell Off Its Art Collection
DEX MEDIA EAST: Bank Debt Trades At 21% Off

DEX MEDIA WEST: Bank Debt Trades At 16% Off
DOWNEY FINANCIAL: $374MM Tax Refund Deal OK'd in Chapter 7
DYNAVOX INC: Common Stock Delisted From NASDAQ
DYNEGY INC: Ch. 11 Plan Gets Nod Over Investor's Objections
EASTMAN KODAK: Shareholders Challenge Chapter 11 Plan Outline

EMERITO ESTRADA: Case Summary & 20 Largest Unsecured Creditors
EUROFRESH INC: Squire Sanders OK'd to Handle Immigration Cases
EVEN STREET: Sly Stone's Ex-Manager Seeks Ch. 11 Relief
EXIDE TECHNOLOGIES: June 14 Lead Plaintiff Deadline Set
FAIRPOINT COMMUNICATIONS: Bank Debt Trades at 2% Off

FERRAIOLO CONSTRUCTION: Agrees to Sell Assets by June 15
FERRAIOLO CONSTRUCTION: Can Hire Keenan Auction as Auctioneer
FERRAIOLO CONSTRUCTION: Can Tap Marcus Cleg as Bankruptcy Counsel
FERRAIOLO CONSTRUCTION: Verrill Dana Okayed as Committee's Counsel
FERRAIOLO CONSTRUCTION: Can Tap Windsor Asso. as Fin'l. Advisors

FIRST DATA: Bank Debt Due March 2018 Trades At 1% Off
FIRST DATA: Bank Debt Due September 2018 Trades At 1% Off
FIRST SECURITY: Amends 60.7 Million Shares Resale Prospectus
FIRST SECURITY: 60MM Shares Resale Prospectus Declared Effective
FOUR OAKS: Shareholders Elect Nine Members to Board

GELTECH SOLUTIONS: Receives $200,000 From COO
GENERAL MOTORS: Treasury Plans to Sell 30 Million GM Shares
GGW BRANDS: 'Girls Gone Wild' Creator Rips Unit's Ch. 11 Filing
GYMBOREE CORP: Bank Debt Trades At 3% Off
HALLWOOD GROUP: Inks Agreement and Plan of Merger with HFL Merger

HALLWOOD GROUP: Hallwood Trust Had 65.7% Equity Stake at June 4
HARGRAY COMMUNICATIONS: Moody's Rates New $305 Million Loans 'B2'
HARGRAY HOLDINGS: S&P Rates New $305 Million Term Loan 'B+'
HD SUPPLY: Had $131 Million Net Loss in First Quarter
HERFF JONES: S&P Assigns Preliminary 'B+' CCR; Outlook Stable

HIGH PLAINS: Robert Coates Replaces Bill Edwards as Director
HIGHWAY TECHNOLOGIES: Retains Hilco to Manage Asset Disposition
HORIZON LINES: Two Directors Elected to Board
HOWREY LLP: New Lawsuits Target 2 European Firms, Ex-Partners
HOWREY LLP: Creditors Stake Claim to Profits From IP Client

HOVNANIAN ENTERPRISES: Posts $1.3 Million Net Income in Q2
HMX ACQUISITION: Unit's Chapter 11 Case Dismissed
IDERA PHARMACEUTICALS: Pillar Pharma Owns 19% as of May 7
IGPS COMPANY: Case Summary & 30 Largest Unsecured Creditors
INFUSYSTEM HOLDINGS: BDO USA Replaces Deloitte as Accountants

INNOVATION VENTURES: Moody's Changes Ratings Outlook to Negative
JAMES RIVER: Registers 24.6 Million Common Shares
JARDEN CORP: New $250MM Senior Notes Offer Gets Moody's B1 Rating
JARDEN CORP: S&P Rates $250MM Convertible Notes 'B'
KEMET CORP: Incurs $82.2 Million Net Loss in 2012

LAZARD GROUP: Moody's Affirms Ba2 CFR; Changes Outlook to Stable
LEHMAN BROTHERS: Securities Customer Claims Distribution Ongoing
LEVEL 3: Charles Miller Now a Non-Employee Member of Board
LIFECARE HOLDINGS: Says US Can't Freeze Funds From Carlyle Deal
LIGHTSQUARED INC: Bankruptcy Judge Advances Exit Financing

LUCID INC: Appoints Investment Veteran to Board
MARINA DISTRICT: Moody's Changes Outlook on B2 CFR to Negative
MAMILOVE LLC: Case Summary & Unsecured Creditor
MEDIA GENERAL: To Merge with Young Broadcasting
MEDICURE INC: Ernst & Young Replaces KPMG as Accountants

MERITAS SCHOOLS: S&P Rates $245MM Sr. Sec. Credit Facilities 'B-'
MF GLOBAL: Customers May Recover 94 Cents on Dollar
MF GLOBAL: Ends Bankruptcy as Trustee Freeh Steps Down
MILESTONE SCIENTIFIC: Baker Tilly is New Accounting Firm
MILLENNIUM PLAZA: Voluntary Chapter 11 Case Summary

MORGANS HOTEL: Major Creditor Supports Possible Sale
MOUNTAIN NATIONAL BANK: FDIC to Act as Receiver
MPG OFFICE: Brookfield CEO Says Merger Transaction Still on Track
NATIONAL FINANCIAL: Moody's Assigns B3 CFR, Outlook Stable
NAVISTAR INTERNATIONAL: To Release Second Quarter Results Today

NEPHROS INC: Joseph Jacobs Held 62.1% Equity Stake at May 23
NESBITT PORTLAND: Shouldn't Get Ch. 11 CRO, Says UST
NORBORD INC: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
NORTH AMERICAN BREWERIES: S&P Revises Rating Outlook to Negative
OCALA FUNDING: Plan Confirmation Hearing Continued Until June 14

OTELCO INC: LEG Partners Has 7.9% of Class A Shares as of May 28
PEREGRIN FIN'L: CFTC Hits US Bank with Suit Over $215MM Fraud
PGA FLYOVER: Developer Agrees to Pay $30MM to Settle Ch. 11 Feud
PHOENIX DEVELOPMENT: Meeting of Creditors Continued Until July 2
PHOENIX DEVELOPMENT: July 2 Hearing on Case Dismissal Plea

PHYSIOTHERAPY ASSOCIATES: Moody's Cuts Corp. Family Rating to Ca
PMI GROUP: Gets Green Light to Seek Votes On Ch. 11 Plan
PONCE TRUST: Amended Plan Consummated, Reorganization Case Closed
PONTIAC, MI: Fitch Withdraws 'B-' Implied ULTGO Rating
PWK TIMBERLAND: Wants to Hire Terranova & Prejean as Accountant

QUAD ENERGY: Inks Double X Property LOI with Multi-Corp Int'l
QUANTUM FUEL: Strikes Pact to Reduce Facility Costs by $2.3MM
RAM OF EASTERN: Wants Plan Filing Deadline Extended Thru June 20
RESIDENTIAL CAPITAL: Berkshire Fights Bid for $1-Bil. Ally Payout
RG STEEL: Wins Approval to Sell Property in W.Va. for $800,000

RG STEEL: Sues 47 Companies to Seek Payment of More Than $3.9-Mil.
RIVER CANYON: United Water Wants Plan Confirmation Denied
RIVER CANYON: Taps Fuller Sotheby's as Listing Agent/Broker
RIVER CANYON: Seeks a July 31 Deadline to Solicit Plan Acceptances
ROTECH HEALTHCARE: Protests Equity Committee's Bifferato Hire

ROUNDY'S SUPERMARKET: Bank Debt Trades At 3% Off
SAN BERNARDINO, CA: Official Alleges "Crimes" over Fund Use
SHILO INN: Compromise Deal with One West Okayed, Case Dismissed
SINCLAIR BROADCAST: To Buy 4 TTBG Stations for $115.3 Million
SOVEREIGN CAPITAL: Fitch Affirms 'BB-' Preferred Stock Rating

SPECIALTY PRODUCTS: Case Re-assigned to Judge Peter Walsh
T3 MOTION: Inks $10 Million Purchase Agreement with Alpha Capital
TALON INTERNATIONAL: Stockholders Elect Five Directors
TAYLOR BEAN: Judge Orders Freddie to Open Books in Probe
THERMON INDUSTRIES: S&P Withdraws 'BB-' Corporate Credit Rating

TRANS ENERGY: 1st Quarter 2013 Marcellus Production Up 78.7%
TRAVELPORT LIMITED: Copies of Lender Presentation, Info. Memo.
TRIAD GUARANTY: Voluntary Chapter 11 Case Summary
TWCC HOLDING: S&P Cuts CCR to B & Cuts 1st Lien Debt Rating to B+
UNIVERSITY GENERAL: Kris Trent Joins as Chief Accounting Officer

USEC INC: Halts Paducah Plant Operations; To Cut Workforce
VAIL LAKE: Enters Chapter 11 Protection
VIDEOTRON LTEE: DBRS Rates $400MM Sr. Unsecured Notes 'BB(high)'
VITESSE SEMICONDUCTOR: Kopp Hikes Stake to 8.3% at May 29
VITRAG LTD: Voluntary Chapter 11 Case Summary

WILSONCO LLC: Case Summary & 9 Unsecured Creditors
W.R. GRACE: FCR Seeks to Hire Orrick as Counsel
W25 LLC: Can Hire Seligson Rothman as Real Estate Counsel
WALTER ENERGY: S&P Cuts CCR to 'B' & Rates Secured Debt 'BB-'
WEATHER CHANNEL: Moody's Assigns B3 Rating to $600MM Term Loan

WEBSENSE INC: S&P Assigns 'B' CCR & Rates $40MM Facility 'B+'
WORKMEN'S AUTO: A.M. Best Affirms 'C+' Finc'l. Strength Rating
YARWAY CORP: Sec. 341(a) Meeting Continued to July 24
YARWAY CORP: Schedules Filing Deadline Extended to June 21
YARWAY CORP: Has Court Authority to Hire Counsel, Admin. Advisor

YARWAY CORP: James L. Patton Named Future Claims Representative
YARWAY CORP: PI Committee Seeks to Retain Caplin, et al.
ZIONS BANCORP: DBRS Raises Preferred Stock Rating to 'B'

* Moody's Cites Rising Competition for Pennsylvania Gaming Sector

* Russian Partner Can't Dodge $350M Boeing Suit Over JV
* Former SAC Manager Faces Nov. 4 Insider-Trading Trial
* Senators Draft Plan to Abolish Fannie Mae and Freddie Mac
* FHA Losses Could Hit $115 Billion in Extreme Scenario

* Dallas Bankruptcy Atty. Michelle V. Larson Rejoins Andrews Kurth
* Vorys Houston Office Continues Expansion with 2 New Attorneys
* Cozen Opens Minneapolis Office with Addition of 8 Lateral Attys.

* BOND PRICING -- For Week From June 3 to 7, 2013


                            *********

1ST COMMERCE BANK: FDIC Closes Bank
-----------------------------------
1st Commerce Bank, North Las Vegas, Nevada, was closed by the
Federal Deposit Insurance Corporation (FDIC).  The FDIC Board of
Directors issued an order authorizing the FDIC to close, and
become receiver of, 1st Commerce Bank, by exercising its self-
appointment powers granted by Congress through the FDIC
Improvement Act of 1991 (FDICIA).

To protect depositors, the FDIC entered into a purchase and
assumption agreement with Plaza Bank, Irvine, California, to
assume all of the deposits of 1st Commerce Bank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.

The sole former office of 1st Commerce Bank will reopen on Friday
as a branch of Plaza Bank during its normal business hours.
Depositors of 1st Commerce Bank will automatically become
depositors of Plaza Bank.  Customers of 1st Commerce Bank should
continue to use their current branch until they receive notice
from Plaza Bank that systems conversions have been completed to
allow full-service banking at all branches of Plaza Bank.

In addition, this evening, Friday and over the weekend, depositors
of 1st Commerce Bank can access their money by writing checks or
using ATM or debit cards.  Checks drawn on the bank will continue
to be processed. Loan customers should continue to make their
payments as usual.

As of March 31, 2013, 1st Commerce Bank had approximately $20.2
million in total assets and $19.6 million in total deposits.  In
addition to assuming all of the deposits of the failed bank, Plaza
Bank agreed to purchase essentially all of the failed bank's
assets.

The FDIC and Plaza Bank entered into a loss-share transaction on
$12.2 million of 1st Commerce Bank's assets.  Plaza Bank will
share in the losses on the asset pools covered under the loss-
share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.

The FDIC estimates that cost to the Deposit Insurance Fund will be
$9.4 million. Compared to other alternatives, Plaza Bank's
acquisition was the least costly resolution for the FDIC's DIF.
1st Commerce Bank is the 15th FDIC-insured institution to fail in
the nation this year, and the first in Nevada.  The last FDIC-
insured institution closed in the state was Nevada Commerce Bank,
Las Vegas, on April 8, 2011.


A&C HEALTH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: A&C Health Care Services, Inc.
          dba Camden Convalescent Hospital
          dba A&C Convalescent Hospital of Millbrae
        5615, Cottle Road
        San Jose, CA 95123

Bankruptcy Case No.: 13-53054

Chapter 11 Petition Date: June 3, 2013

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

Debtor's Counsel: Javed I. Ellahie, Esq.
                  ELLAHIE AND FAROOQUI LLP
                  12 S 1st St. #600
                  San Jose, CA 95113
                  Tel: (408) 294-0404
                  E-mail: Ellfarnotice@gmail.com

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

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

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

The petition was signed by Amparo B. Ragudo, vice-president.


ADVANSTAR COMMS: Moody's Lifts CFR to B3 Following ENK Merger
-------------------------------------------------------------
Moody's Investors Service upgraded Advanstar Communications,
Inc.'s corporate family rating to B3 from Caa2 and probability of
default rating to B3-PD from Caa2-PD following the anticipated
completion of its refinancing transaction and closure of the
merger with ENK International Holdings, Inc.

As part of the action, Moody's has also confirmed the B1 (LGD3-
31%) ratings on the $320 million senior secured 1st lien credit
facilities, which consist of a $300 million term loan and $20
million revolver and Caa2 (LGD5-84%) rating on the $175 million
2nd lien term loan. The rating outlook is stable. The rating
action concludes the review of Advanstar's ratings that was
initiated on May 14, 2013 and is based on Moody's expectation that
the refinance and merger transactions will close.

Issuer: Advanstar Communications, Inc.

Upgrades:

Probability of Default Rating, Upgraded to B3-PD from Caa2-PD

Corporate Family Rating, Upgraded to B3 from Caa2

Outlook Actions:

Outlook, Changed To Stable from Rating under Review

Confirmations:

$300M Senior Secured Bank Credit Facility, Confirmed at B1

$20M Senior Secured Bank Credit Facility, Confirmed at B1

$175M Senior Secured Bank Credit Facility, Confirmed at Caa2

Ratings Rationale:

Advanstar's B3 CFR is the result of a much improved credit profile
and the resolution of Advanstar's upcoming debt maturity. The
injection of new capital to finance the combination of ENK and
Advanstar will result in a meaningful improvement in leverage and
cash flow and a slight improvement in business scale. The
combination with ENK will expand Advanstar's addressable market to
both the Eastern and Western US and could result in an
acceleration of growth. However, the B3 CFR also reflects high
leverage, a cyclical business profile, small scale and the rapidly
shifting consumer preferences within the company's core end
markets of fashion and motor sports.

With this transaction, Moody's expects leverage to fall to 6.5x at
year end 2013 and below 6.0x by year end 2014 through cost
synergies, revenue growth and debt repayment. In addition to the
leverage improvement from EBITDA growth, Moody's expects Advanstar
to generate substantial free cash flow and assumes the company
will repay debt via the mandatory 50% excess cash flow sweep as
stipulated in the terms of the credit agreement.

Moody's anticipates that Advanstar will have very good liquidity
over the next 12 months, supported by strong free cash flow and an
undrawn $20 million revolver. The term loans have no financial
covenants, while the revolver has a springing net leverage
incurrence test.

The stable outlook reflects Moody's expectation that Advanstar
will continue to generate positive free cash flow and grow revenue
in the low single digit percentage range. Moody's could upgrade
the ratings if Advanstar maintains very good liquidity, continues
to generate strong free cash flow and grows EBITDA such that
leverage is sustained below 5x. Moody's could lower Advanstar's
ratings if leverage is sustained above 6x for an extended period
of time or if free cash flow turns negative.

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

Headquartered in Santa Monica, California, Advanstar is a
business-to-business media company serving customers in the
fashion, powersports, licensing and life sciences industries. The
company owns and operates trade shows, magazines and websites.
Revenues for the group were approximately $292 million for fiscal
2012, with revenues for Advanstar of $229 million and revenues for
ENK of $63 million.


ADVANSTAR INC: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Santa Monica, Calif.-based Advanstar Inc. to 'B' from
'CCC+'.

"The rating action reflects our expectation that the company will
grow organic revenue, reduce leverage, and maintain adequate
liquidity," said Standard & Poor's credit analyst Daniel Haines.

S&P views Advanstar's business risk profile as "weak" based on the
business' sensitivity to economic weakness, exposure to secular
declines in the printing industry, and concentration in the
fashion category.  S&P views the company's financial risk profile
as "highly leveraged" based on its high adjusted leverage of 8.9x,
including preferred equity, pro forma as of March 31, 2013.
Adjusted leverage is 7.4x when excluding preferred equity.  Fully
adjusted interest coverage is thin, at 1.4x, but cash interest
coverage is 1.9x.

S&P treats the preferred stock as 100% debt in its financial
ratios based on its high cost and incentives to refinance with
debt as soon as possible.  In addition, the pay-in-kind (PIK)
feature on the preferred stock creates a growing obligation.  S&P
still recognizes the proposed preferred stock's perpetual
characteristic as an equity-like attribute, and that its PIK
feature conserves cash for debt service for the period in which
the preferred is outstanding.  S&P incorporates these
considerations into the rating.  S&P views Advanstar's management
and governance as "fair."

Advanstar is an independent business-to-business media company
serving four industry segments: fashion, licensing, life sciences,
and powersports.  Pro forma for the consolidation with ENK, trade
shows represent 75% of revenue and publishing accounts for 19% of
revenue.  Advanstar is sensitive to cyclical advertising demand in
its end markets, because its magazines, unlike consumer magazines,
do not generate subscription and newsstand revenues.  The
publishing segment faces secular pressures because of competition
from Internet-based media, with low barriers to entry.  Advanstar
depends heavily on its fashion-oriented trade shows as they
contribute over half of total revenue and profits.  Although the
fashion events are the leading U.S. apparel industry tradeshows
and have good renewal rates year to year, this earnings
concentration effectively makes the strongest part of Advanstar's
business profile somewhat narrow in focus.  The combination of
Advanstar and ENK brings together the two largest fashion
tradeshow operators and offers cost synergies and potential
opportunities to combine and enhance events.


AHERN RENTALS: Chapter 11 Plan Gets Green Light
-----------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that Ahern Rentals Inc.
won approval in Nevada bankruptcy court for its reorganization
plan, which keeps the heavy-equipment rental company in the hands
of its founding family and pays creditors in full, including
bondholders who had previously sought control through a rival
plan.

According to the report, U.S. Bankruptcy Judge Bruce T. Beesely
signed off on the plan, according to a statement from Las Vegas-
based Ahern, clearing the company to exit Chapter 11 later this
month after a year and a half under court protection.

                        About Ahern Rentals

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

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

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

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

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

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

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

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

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

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


ALLIED SYSTEMS: Seeks Reprieve From Threat of Rival Exit Plans
--------------------------------------------------------------
Peg Brickley writing for Dow Jones' DBR Small Cap reports that new
car hauler Allied Systems Holdings Inc. has asked for a 90-day
bankruptcy plan filing standstill to attempt to negotiate an end
to the impasse that has been holding it in Chapter 11.

                      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.


AMERICAN AIRLINES: To Present Merger Plan for Confirmation Aug. 15
------------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc., on
June 7 disclosed that the U.S. Bankruptcy Court for the Southern
District of New York entered the order approving the Disclosure
Statement filed in connection with the company's proposed Plan of
Reorganization.  The Court also authorized American to begin
soliciting votes on the Plan of Reorganization from creditors and
stockholders.  Solicitation packages will be distributed by
June 20 and the voting deadline is July 29.  The hearing before
the Court to consider confirmation of the Plan is scheduled for
Aug. 15, 2013.

The Plan is supported by the Official Committee of Unsecured
Creditors.  Holders of approximately $1.6 billion of prepetition
unsecured claims also have committed to vote to accept the Plan.

"This is a significant step forward in our efforts to complete the
most successful restructuring in aviation history," said Tom
Horton, AMR's chairman, president and CEO.  "We're in the home
stretch of our restructuring and thanks to the hard work of our
team, we are positioned to emerge a highly competitive, leading
global airline focused on delivering the very best for our
customers, our people, and our investors."

The proposed Plan is to become effective concurrently with the
consummation of a merger with US Airways.  The proposed merger is
expected to maximize recoveries for all of the company's economic
stakeholders and the proposed Plan provides a recovery of 3.5% of
the common stock (on an as-converted basis) of the combined
company for holders of existing AMR equity securities, with the
potential for such holders to receive additional shares.

Under the terms of the Merger Agreement with US Airways,
stockholders of US Airways will receive one share of common stock
of the combined company for each share of US Airways common stock
then held.  The aggregate number of shares of common stock of the
combined company issuable to holders of US Airways equity
instruments (including stockholders, holders of convertible notes,
optionees, and holders of restricted stock units) will represent
28% of the diluted equity ownership of the combined company.  The
remaining 72% of the diluted equity ownership of the combined
company will be issued under the Plan to AMR's stakeholders, AMR's
labor unions, and certain employees of AMR.

                        Second Amended Plan

BankruptcyData reported that AMR Corp. filed with the U.S.
Bankruptcy Court Second Amended Joint Plan of Reorganization and
related Disclosure Statement.

According to the Disclosure Statement, "The Plan incorporates and
reflects a compromise and settlement of issues relating to (i)
certain intercreditor issues relating to the rights and benefits
of holders of Double- Dip General Unsecured Claims, Single-Dip
General Unsecured Claims, Triple-Dip General Unsecured Claims, and
the DFW 1.5x Special Facility Revenue Bond Claim, (ii) the
validity, enforceability, and priority of certain prepetition
Intercompany Claims...held by and among AMR, American, and Eagle
Holding, (iii) the validity and enforceability of guarantee Claims
held by certain creditors, (iv) Claims that creditors have with
respect to the marshaling of assets and liabilities of AMR,
American, or Eagle Holding in determining relative entitlements to
distributions under a plan, (v) potential Avoidance Actions based
on prepetition transfers made, and obligations incurred, between
certain Debtors, and (vi) the rights of holders of AMR Equity
Interests to a distribution under a plan."

The Court scheduled an Aug. 15, 2013 hearing to consider Plan
confirmation.

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

The Class C Certificates were issued with an interest rate of
6.125 percent per annum and a final expected distribution date of
July 15, 2018.  The Class C Certificates represent an interest in
the assets of a separate pass through trust, which will hold
certain equipment notes expected to be issued by American.

Those equipment notes are expected to be secured by eight
currently owned Boeing 737-823 aircraft, one currently owned
Boeing 777-223ER aircraft, two currently owned Boeing 777-323ER
aircraft, and two new Boeing 777-323ER aircraft currently
scheduled for delivery to American in June 2013 and July 2013.

Additional information regarding the transaction is available at:

                        http://is.gd/qA1xPF

                      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: Fitch Rates New Secured Credit Facility 'BB-'
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-/Recovery Rating (RR)
1' to American Airlines, Inc.'s proposed senior secured credit
facility. The ratings for American Airlines and its parent company
AMR Corp. remain unchanged at 'D' while American remains under
chapter 11 bankruptcy protection.

American Airlines is expected to enter into a new $2.5 billion
senior secured exit credit facility. The facility will consist of
a $1 billion five-year revolver and a $1.5 billion six-year term
loan. The term loan is scheduled to amortize at 1% per annum with
the remainder due at maturity. The proceeds are expected to be
used to repay American's 10.5% secured notes, for the acquisition
of aircraft and for general corporate purposes.

The $1.5 billion term loan will initially be structured as a
Debtor-in-Possession (DIP) loan to be funded while American is in
bankruptcy, and will feature an initial maturity of up to 1 year.
While in bankruptcy, the term loan will have a priority
administrative claim. Once American emerges from bankruptcy and
completes the proposed merger with US Airways (assuming that the
merger and exit from bankruptcy are contemporaneous as described
in American's plan of reorganization), the DIP loan will then
convert to a standard six-year senior secured term loan. Upon
completion of the proposed merger, US Airways Group, Inc. and US
Airways, Inc. will become additional guarantors under the
facility. The revolving credit facility will not be available to
American until the company exits from bankruptcy.

KEY RATING DRIVERS

The facility will be secured by a first priority interest in the
slots, gates, and routes which represent American's entire South
American franchise. American's route authorities and slots between
the US and South American countries will be pledged as collateral,
as will the gate leaseholds at foreign airports. Gate leaseholds
at the domestic airports will not be pledged. The collateral
package does not include AMR's Mexican and Central American
assets.

In a going-concern scenario (which Fitch considers the most likely
scenario), recovery values are supported by the underlying
collateral's strategic importance to AMR. The company has a
leading share of the US/South America market estimated at roughly
31% of total traffic. The Latin American region also generates the
highest RASM (13.89 cents in 2012, up 3.8%) of any geographic
region in the company, representing some of American's most
profitable routes. (Note that these Latin America figures include
Mexico and Central America, so they are not exactly representative
of the results of the term loan's collateral package, although
Fitch estimates that the collateral package is responsible for the
bulk of the results in AMR's Latin America segment.) The Latin
America region accounts for approximately one-fifth of AMR's total
capacity (31.3 billion ASMs in 2012, up 4.4%), and the region
generated $5.8 billion of revenues in 2012, up 6.5%. Fitch
estimates that the region has been one of AMR's strongest growth
contributors in the past several years. Given the relatively high
growth, profitability, and competitive position, Fitch believes
that the Latin American region accounts for a disproportionately
high percentage of the company's enterprise value compared to its
capacity percentage. Therefore, first lien holders would be
expected to hold significant sway in any future reorganization.

The 'BB-/RR1' rating is supported by the expected recovery from
the collateral securing the facility. Fitch's recovery analysis
focuses on a 'going-concern' valuation in which distressed
enterprise value (EV) is allocated to the various classes of debt
in the company's capital structure. Fitch analyzed distressed EV
in both a merger scenario and a stand-alone (no merger) scenario.
In both scenarios Fitch applied a haircut to estimated EBITDA and
then applied a distressed multiple to determine distressed EV.
Both scenarios resulted in an estimated recovery of at least 91-
100% to the entire credit facility (term loan and revolver), which
equates to an 'RR1' rating under Fitch's recovery analysis
criteria.

Although the underlying slots, gates, and routes are intangible
assets and are inherently difficult to value, Fitch also conducted
a discrete recovery analysis looking at the value of the
collateral on a stand-alone basis. This analysis utilizes
appraised values from a third party appraiser, and applies further
haircuts to those appraised values. Fitch evaluated the low end of
a range of appraised values and noted that the collateral package
could withstand haircuts of more than 50% and first lien holders
would be expected to receive 91-100% recovery. Fitch considered
some of the appraiser's assumptions to be conservative, but did
not have access to all of the supporting data, limiting the firm's
ability to assess the reasonableness of the appraisal results.
However, the appraised values were comparable to Fitch's own
estimate of the collateral's proportional share of the estimated
emergence EV.

Notching from IDR

Fitch's recovery and notching criteria stipulates that issue
ratings be notched up or down from the underlying issuer IDR based
on recovery prospects. However, while American remains in
bankruptcy protection and its IDR is 'D', Fitch does not believe
that notching from the IDR (which would equate to rating of 'CCC-
'), accurately reflects the true credit quality of the facility.
Therefore Fitch has taken the conservative approach of notching up
three notches from 'B-', which is considered the lowest potential
IDR for American after its emergence from bankruptcy. Given the
recent improvements in American's profitability, the company's
improved debt structure, reduced concern around labor issues, and
the expected benefits from the proposed merger with US Airways,
Fitch could assign an IDR that is higher than 'B-' upon completion
of a full review once the company exits from bankruptcy. In that
case the credit facility ratings would be upgraded to reflect a
three notch uplift from the assigned IDR.

Rating Sensitivities

The term loan is supported by a priority administrative claim
while American remains in bankruptcy. Once American exits
bankruptcy, it is unlikely that Fitch will assign an IDR lower
than 'B-'. Therefore a downgrade is unlikely in the near term.
Conversely, since the facility rating is tied to the airline IDR,
the rating could be upgraded if Fitch assigns a post-emergence IDR
that is higher than 'B-'. Also, any deterioration in the value of
the collateral could affect the recovery rating, and therefore the
notching from the IDR.

Fitch has assigned the following rating:

American Airlines, Inc.
-- Senior Secured Credit Facility 'BB-'.

Fitch Rates American Airlines as follows:

AMR Corp.
-- IDR at 'D'

American Airlines, Inc.
-- IDR at 'D'


AMERICAN AIRLINES: S&P Assigns 'BB-' Rating to $1.5BB Loan
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' point-in-
time rating to Fort Worth, Texas-based American Airlines Inc.'s
$1.5 billion debtor-in-possession term loan.

The corporate credit ratings on American and its parent AMR Corp.
remain 'D'.

On May 10, 2013, the U.S. bankruptcy court hearing the AMR and
American Airlines Chapter 11 proceeding authorized the company to
seek a $1.5 billion DIP term loan and credit facility that would
convert to emergence financing and also include at that time a
$1 billion revolving credit facility.  S&P's rating is a point-in-
time rating and applies only to the DIP term loan while American
is in bankruptcy.  S&P expects to rate the emergence facility if
and when AMR and American exit bankruptcy.

Because the DIP loan rating is a point-in-time rating, it is
effective only for the date of this report, and S&P will not
review, modify, or provide ongoing surveillance of the rating.
The rating is based on, among other things, the credit agreement
term sheet dated June 5, 2013, and the order issued by the U.S.
bankruptcy court dated May 10, 2013.

A Standard & Poor's rating on a DIP facility reflects S&P's view
of the likelihood of full cash repayment through the company's
reorganization and emergence from Chapter 11.  A rating on a DIP
facility also acknowledges potential ratings enhancement if S&P
believes the assets securing the facility would likely result in
full recovery if liquidation becomes necessary.  S&P's rating on
American's DIP term loan incorporates a 'B' assessment of the
likelihood of cash repayment through American's and AMR's
reorganization and emergence from Chapter 11.  S&P applied a two-
notch enhancement based on its assessment of recovery prospects
under a liquidation scenario.

S&P's assessment of the likelihood of cash repayment through
reorganization is based on S&P's view of the likelihood of
reorganization, the prospects for American repaying the term loan
in cash if it did not convert to emergence financing, and S&P's
criteria relating to DIP facilities with noncash payment features.
S&P believes that AMR and American are very likely to emerge from
bankruptcy, based on:

   -- AMR has already submitted a disclosure statement for its
      proposed plan of reorganization, which is supported by the
      Creditors Committee.

   -- AMR has reached agreements on revised labor contracts with
      its unions and reached proposed settlements with almost all
      creditors and suppliers.

   -- AMR has signed an agreement to merge with US Airways Group
      Inc., which has the support of American's unions and the
      Creditors Committee.

   -- Because the disclosure statement includes proposed
      allocation of shares in the merged company between AMR
      creditors and US Airways shareholders, the implied equity
      value of the merged company can be estimated from US
      Airways' share price.  Based on that, the disclosure
      statement indicates full recovery for AMR's unsecured
      creditors.

   -- AMR's financial results are improving as it implements cost
      cuts and other measures in bankruptcy.  Its level of cash
      and short-term investments has held approximately steady at
      the about $4 billion it entered Chapter 11 with--an amount
      that, relative to the company's size, is in line with those
      at other large U.S. airlines.

"The DIP term loan is secured by slots, gates, and route
authorities (SGR collateral) that support American's flights to
and from Argentina, Brazil, Chile, Uruguay, Bolivia, Colombia,
Ecuador, Peru, Venezuela, and Paraguay.  The international route
rights are U.S. assets and their transfer is subject only to
approval by the U.S. Department of Transportation (DOT), not
foreign governments.  We believe the DOT would have a public
policy interest in transferring them to a new user to maintain air
service.  The U.S. government has not blocked the transfer of
routes, either inside or outside an airline's bankruptcy in the
past.  Under bilateral aviation treaties, airlines can use such
route rights (with permission from the DOT) to fly from any city
in the U.S., meaning that these routes would potentially be of
interest to other airlines that do not intend to fly from the
airports American uses," S&P said.

"An independent appraiser (Morten Beyer & Agnew) valued the SGR
collateral, based on a matrix of various discount rates and
terminal growth rates applied to projected future free cash flows.
The appraisal derived "current market values," defined as "the
expected price at which a transaction would occur between a
willing buyer and seller, neither being forced to buy or sell"
(which would not apply in a bankruptcy scenario).  The valuation,
which is not publicly disclosed, uses a discounted free cash flow
approach based on American's revenues and operating costs on these
routes and on the appraiser's projections, consistent with the
valuation approach used in other debt secured by international
routes and related assets," S&P added.

Standard & Poor's focuses on the highest discount rate and the
lowest terminal growth rate in the range that the appraiser uses
because of the risks relating to the airline industry.  These
risks, which apply even to relatively attractive, high-growth
markets such as South American routes, include high fuel prices
and gradually increasing competition (made possible by
liberalization of aviation treaties and scale advantage through
consolidation).

"As part of our DIP loan rating analysis, we assessed prospects
for repayment of principal in the event that American is unable to
reorganize and the bankruptcy proceeding is converted into a
Chapter 7 asset liquidation.  We assumed a recovery of 50%--which
is lower than what we would normally assume for routes with
positive characteristics such as a high growth rate, high market
share, and some barriers to entry--in our discrete asset valuation
analysis for airlines in a bankruptcy reorganization scenario.
Our use of a lower recovery (higher stress factor) reflects the
likely more difficult airline industry conditions that would
accompany a liquidation or breakup of American.  While we believe
that our analysis reflects a reasonable degree of conservatism, we
emphasize that the assumptions and estimates underlying our
liquidation valuation are subject to uncertainties, contingencies,
and future developments that are difficult to predict, " S&P
noted.

Based on the terms of the bankruptcy court orders and the credit
agreement, S&P's analysis assumes that the DIP term loan has an
administrative claim status on net asset liquidation proceeds.
S&P's liquidation assumptions yield a stressed collateral value
that comfortably exceeds the$1.5 billion of DIP term loan
outstanding, which suggests that the term loan benefits from
strong overcollateralization.  As a result, S&P applied a two-
notch enhancement (the maximum achievable under S&P's DIP ratings
framework) to S&P's underlying risk assessment of 'B', which
results in an overall DIP term loan facility rating of 'BB-'.

RATINGS LIST

American Airlines Inc.
AMR Corp.
Corporate Credit Rating             D/--/--

New Rating

American Airlines Inc.
Senior Secured
  $1.5 bil. DIP term loan            BB- (point in time)


AMERICAN APPAREL: Comparable Sales for May 2013 Increased 10%
-------------------------------------------------------------
American Apparel, Inc., a vertically integrated manufacturer,
distributor, and retailer of branded fashion basic apparel,
announced preliminary sales for the month ended May 31, 2013.  On
a preliminary basis, total net sales for May 2013 were $55.6
million, an increase of 13 percent over the prior year period.
Comparable sales increased 10 percent, which included a 7 percent
increase in comparable store sales in the retail store channel and
a 37 percent increase in net sales in the online channel.
Wholesale net sales increased 22 percent for the month of May on a
year-over-year basis.

"May represents our 24th consecutive month of positive comparable
store sales growth," said Dov Charney, chairman and chief
executive of American Apparel, Inc.  "We were pleased with the 37%
increase in our online sales this month and our wholesale channel
reported the highest sales month in its history.  Recent strong
trends in the imprintable wholesale business lead us to anticipate
a double digit growth rate in that channel again in June.
Additionally, we are very pleased with the 7% comparable sales
growth in our retail channel, particularly given the 16% increase
we achieved last May.  With the higher sales volume across all
three channels, we believe we are well positioned to generate a
meaningful increase in the fixed cost leverage across the
business."

                     April Sales Release

American Apparel announced preliminary sales for the month ended
April 30, 2013.  On a preliminary basis, total net sales for April
2013 were $49.8 million, an increase of 4 percent over the prior
year period.  Comparable sales increased 3 percent, which included
a 4 percent increase in comparable store sales for its retail
store channel and a 2 percent decrease in net sales for its online
channel.  Wholesale net sales increased 7 percent for the month of
April.

"April represents our 23rd consecutive month of positive
comparable store growth," said Dov Charney, Chairman and chief
executive of American Apparel, Inc.  "The decrease in internet
sales in the month of April was due to a shift in the timing of
certain promotions that will benefit the May online comparisons.
"So far in May we are very pleased with sales performance in our
stores and online.  We believe the combination of better weather
and a strong summer offering are having a positive impact on our
overall results."

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

                        http://is.gd/pgtHEl

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $326.95 million in total
assets, $349.33 million in total liabilities, and a $22.38 million
total stockholders' deficit.

                            *     *     *

American Apparel, Inc., carries a Caa1 Corporate Family Rating
from Moody's Investors Service and a 'B-' corporate credit rating
from Standard & Poor's Ratings Services.


ANACOR PHARMACEUTICALS: Stockholders Elect Two Directors
--------------------------------------------------------
At the Anacor Pharmaceuticals, Inc.'s 2013 annual meeting of
stockholders held on June 3, 2013, the stockholders elected to
hold office until the Company's 2016 annual meeting of
stockholders Paul L. Berns and Lucy Shapiro as directors.  The
term of office of director David P. Perry and Anders D. Hove,
M.D., continues until the Company's 2014 annual meeting of
stockholders.  The term of office of directors Mark Leschly, Paul
H. Klingenstein and William J. Rieflin continues until the
Company's 2015 annual meeting of stockholders.

The stockholders approved, on an advisory basis, the 2012
compensation of the Company's named executive officers and
ratified the selection by the Audit Committee of the Board of
Ernst & Young LLP as the independent registered public accounting
firm of the Company for its year ending Dec. 31, 2013.

                            About Anacor

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds-
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

The Company's balance sheet at March 31, 2013, showed
$37.4 million in total assets, $45.4 million in total liabilities,
and a stockholders' deficit of $8.0 million.

"Since inception, the Company has generated an accumulated deficit
as of March 31, 2013, of approximately $230.3 million, and will
require substantial additional capital to fund research and
development activities, including clinical trials for its
development programs and preclinical activities for its product
candidates."

As reported in the TCR on March 2, 2013, Ernst & Young LLP, in
Redwood City, California, expressed substantial doubt about
Anacor's ability to continue as a going concern, citing the
Company's recurring losses from operations and its need for
additional capital.


APEX RACK: Updated Case Summary & Creditors' Lists
--------------------------------------------------
Lead Debtor: Apex Rack and Coating Co.
               dba Quality Sandblasting
             3434 Busch Drive
             Grandville, MI 49418

Bankruptcy Case No.: 13-04633

Chapter 11 Petition Date: June 3, 2013

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Debtors' Counsel: Cody H. Knight, Esq.
                  RAYMAN & KNIGHT
                  141 East Michigan Ave, Ste. 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  E-mail: courtmail@raymanstone.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
CV Land Group, LLC                     13-04636
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Dennis K. Carlon, president.

A. A copy of Apex Rack and Coating's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/miwb13-4633.pdf

B. CV Land Group, LLC did not file a list of its largest unsecured
creditors together with its petition.


ARGUS GROUP: A.M. Best Affirms 'bb' Issuer Credit Rating
--------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating (FSR) of B++ (Good) and the
issuer credit ratings (ICR) of "bbb" of Argus Insurance Company
Limited (Argus Insurance) and Bermuda Life Insurance Company
Limited (Bermuda Life), both of which are subsidiaries of Argus
Group Holdings Limited (Argus Group) [BSE:AGH.BH].

Concurrently, A.M. Best has revised the outlook to stable from
negative and affirmed the ICR of "bb" for the Argus Group.

A.M. Best also has withdrawn the FSR of B++ (Good) and the ICR of
"bbb" of Somers Isles Insurance Company Limited (Somers Isles) due
to the amalgamation of Somers Isles into Bermuda Life, a sister
company. At the time of the amalgamation, the assets and
liabilities of Somers Isles were merged into Bermuda Life. All
companies are domiciled in Hamilton, Bermuda.

The stable outlook reflects Argus Group's return to profitability,
the strengthening of its capital and improvement of its asset
quality. On a consolidated basis, Argus Group's underwriting and
net income results turned positive in 2012 and continue to remain
favorable. The improved results are mainly due to the lack of
asset valuation write-downs and a higher level of investment
income. For a three-year period through year ending March 31,
2011, although the company reported net losses, underwriting
results remained positive. Argus Group has been transitioning its
investment portfolio to higher quality lower risk assets. As a
result, asset valuation write-downs have been minimal and the
stabilization of the investment portfolio has resulted in improved
investment income. Additionally, the transition of the investment
portfolio also is achieving a better asset/liability matching. The
positive net income has allowed the organization to strengthen its
capital level through retained earnings.

The earnings results for Argus Group's insurance operations
continue to be positive, and premiums and fee-based income have
shown a good level of growth. On a combined basis, Bermuda Life
and the former Somers Isles (the organization's domestic life,
annuity, pension and health insurance subsidiary), reported
premium growth and improved net income results, which were driven
primarily by an improved loss ratio for its health business and
improved results from its invested assets. The positive net income
for Bermuda Life has strengthened its capital level as well as its
amalgamation with Somers Isles. Argus Insurance, the group's
domestic property/casualty writer, continues to record favorable
underwriting results and maintains more than adequate risk-
adjusted capitalization.

Offsetting factors are the intercompany receivables at the
insurance subsidiaries, which while improved, still comprise a
significant percentage of overall capital; although, the capital
level at Bermuda Life has increased and is adequate, it is still
considered modest; holding company liquidity remains low; and
efforts to improve the asset quality and asset/liability matching
at the insurance subsidiaries are still in progress.

Positive rating movement could occur if Argus Group continues to
report favorable underwriting and net income results and capital
growth; the intercompany receivable balances as a percentage of
total capital at the insurance entities are reduced to a minimal
level; the transition of the invested assets portfolio to more
liquid and higher quality investments that better match the
liabilities of each insurance entity is successful; and there is
increased liquidity at the holding company.

Key rating factors that could result in negative rating actions
include unfavorable earnings from the insurance operations;
additional losses due to asset valuation; any further decline in
capital levels on a consolidated basis or at the insurance
subsidiary level; or growth in intercompany receivable balances.


ATLANTIC COAST: Settles Class Lawsuit on Bond Street Merger
-----------------------------------------------------------
Atlantic Coast Financial Corporation, the holding company for
Atlantic Coast Bank, said that the Company and the Bank have
signed a Memorandum of Understanding to settle certain class
action litigation related to Atlantic Coast Financial's pending
merger with Bond Street Holdings, Inc.  As part of the MOU, the
Company has agreed to make available additional information to
Atlantic Coast Financial stockholders.  The Company and other
defendants continue to deny any wrongdoing in this matter and have
entered into this settlement merely to eliminate the time, expense
and uncertainties inherent in further litigation.

The previously announced merger between the Company and Bond
Street dated Feb. 25, 2013, and as amended on April 23, 2013,
provides for a cash payment of $5.00 per share for each share
owned by stockholders.  The merger has been approved by the
Federal Reserve Bank of Atlanta, but remains subject to additional
regulatory approvals, the approval of stockholders of the Company
at a special meeting called for that purpose on June 11, 2013, and
other customary closing conditions.  Upon completion of the
transaction, which is expected to occur by the end of June 2013
pending the aforementioned conditions, Atlantic Coast Bank will
merge into Bond Street's banking subsidiary, Florida Community
Bank, N.A., a community-oriented bank holding company with $3.2
billion in total assets that operates 41 community banking
branches along both Florida coasts and in the Orlando area.

Separately, the Company noted that proxy advisory firm
Institutional Shareholder Services recently recommended that the
Company's stockholders vote for the pending merger with Bond
Street.  In its report, ISS noted the Board's extensive evaluation
of strategic alternatives, that the merger consideration of $5.00
per share represented a significant one-day and 60-day premium
over the closing share price on the last trading day prior to the
merger announcement, and that the offer price is well above the
valuation range derived by the Company's financial advisor.  ISS
also noted that failure to complete the merger with Bond Street
could expose the Company to additional regulatory restrictions or
corrective actions.

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company reported a net loss of $6.66 million on $33.50 million
of total interest and dividend income for the year ended Dec. 31,
2012, as compared with a net loss of $10.28 million on $38.28
million of total interest and dividend income in 2011.

The Company's balance sheet at March 31, 2013, showed $747.57
million in total assets, $710.23 million in total liabilities and
$37.34 million in total stockholders' equity.

McGladrey LLP, in Jacksonville, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


BIRDSALL SERVICES: Creditors Back Liquidation Amid Woes
-------------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that a committee of
unsecured creditors signed off on an expedited auction of bankrupt
engineering firm Birdsall Services Group Inc.'s assets in New
Jersey bankruptcy court, saying it was the best possible option
available in the wake of a damaging $3.6 million pay-to-play
settlement.

According to the report, the unsecured creditors committee made
issue on the threat of pending and potential criminal charges
against Birdsall and its executives for an alleged scheme to
funnel donations to political campaigns to help win contracts.

                      About Birdsall Services

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

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

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

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


BRANSON PROPERTY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Branson Property LLC
        3309 Highway 76
        Branson, MO 65616

Bankruptcy Case No.: 13-60907

Chapter 11 Petition Date: June 3, 2013

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Ronald S. Weiss, Esq.
                  BERMAN DELEVE KUCHAN & CHAPMAN
                  1100 Main Street, Suite 2850
                  Kansas City, MO 64105
                  Tel: (816) 471-5900
                  Fax: (816) 842-9955
                  E-mail: rweiss@bdkc.com

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

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

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

The petition was signed by David Harrar, president.


BROADVIEW NETWORKS: Amends $128.8MM Notes Resale Prospectus
-----------------------------------------------------------
Broadview Networks has amended its prospectus relating to the
resales by certain holders of up to $128,839,500 in aggregate
principal amount of 10.5 percent Senior Secured Notes due 2017
issued by Broadview Networks Holdings, Inc. on Nov. 13, 2012,
which may be offered from time to time by Master Trust Bank of
Japan Ltd. Re Fidelity US High Yield, Fidelity Funds SICAV US High
Income Fund, IG Investment Management Ltd., as trustee for IG FI
Canadian Allocation Fund, et al.

The Selling Noteholders will receive all of the net proceeds from
sales of the Notes registered pursuant to this prospectus and will
pay all underwriting discounts and selling commissions, if any,
applicable to those sales.

Interest on the Notes is payable semi-annually in cash in arrears
on May 15 and November 15 of each year, beginning on May 15, 2013,
and accrues at a rate of 10.5 percent per year, calculated using a
360-day year.

The Company does not intend to apply for listing of the Notes on
any national securities exchange or automated quotation system.

A copy of the amended Form S-1 is available for free at:

                       http://is.gd/LfbRhb

                      About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Ernst & Young LLP, in New York, N.Y., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has in excess of $300 million of debt due on or before
September 2012.  "In addition, the Company has incurred net losses
and has a net stockholders' deficiency."

The Company reported a net loss of $11.9 million for 2011,
compared with a net loss of $18.8 million for 2010.  The Company's
balance sheet at March 31, 2013, showed $223.26 million in total
assets, $208.93 million in total liabiities and $14.32 million in
total stockholders' equity.

                           *     *     *

In the July 23, 2012, edition of the Troubled Company Reporter,
Moody's Investors Service downgraded Broadview Networks Holdings,
Inc. Corporate Family Rating (CFR) to Caa3 from Caa2 and the
Probability of Default Rating (PDR) to Ca from Caa3 in response to
the company's announcement that it has entered into a
restructuring support agreement with holders of roughly 70% of its
preferred stock and roughly 66-2/3% of its Senior Secured Notes.
The company is expected to file a pre-packaged Chapter 11 Plan of
Reorganization or complete an out of court exchange offer.

As reported by the TCR on July 25, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Broadview to 'D'
from 'CC'.  "This action follows the company's announced extension
on its revolving credit facility.  We expect to lower the issue-
level rating on the notes to 'D' once the company files for
bankruptcy, or if it misses the Sept. 1, 2012 maturity payment on
the notes," S&P said.


CAESARS ENTERTAINMENT: Bank Debt Trades At 12% Off
--------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
88.44 cents-on-the-dollar during the week ended Friday, June 7
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a drop of 1.37 of percentage points from the previous week, The
Journal relates. Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018 and carries Moody's B3 rating and S&P's B- rating.
The loan is one of the biggest gainers and losers among 264 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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

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

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

                           *     *     *

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

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

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.  "The downgrade reflects weaker-than-expected operating
performance in the first quarter, and our view that Caesars'
capital structure may be unsustainable over the next two years
based on our EBITDA forecast for the company," said S&P credit
analyst Melissa Long.


CENTRAL FEDERAL: Donal Malenick Quits as Director
-------------------------------------------------
Donal H. Malenick submitted his resignation as a director of
Central Federal Corporation and CFBank, effective as of June 4,
2013.

                        About Central Federal

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

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

                        Regulatory Matters

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

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

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

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

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


CHAMPION INDUSTRIES: Inks Forbearance Agreement Fifth Third
-----------------------------------------------------------
Champion Industries entered into a First Limited Forbearance and
Waiver Agreement and First Amendment to Amended and Restated
Credit Agreement dated May 31, 2013, and Letter Agreement dated
May 31, 2013, with Fifth Third Bank, as Lender, L/C Issuer and
Administrative Agent for Lenders, which provides, among other
things, that during a forbearance period commencing on May 31,
2013, and ending on Sept. 30, 2013, they are willing to
temporarily forbear exercising certain rights and remedies
available to them, including acceleration of the obligations or
enforcement of any of the liens provided for in the Restated
Credit Agreement.  Champion acknowledged in the May 2013
Forbearance Agreement that as a result of the existing defaults,
the Lenders are entitled to decline to provide further credit to
Champion, to terminate their loan commitments, to accelerate the
outstanding loans, and to enforce their liens.

Champion received a letter dated April, 25, 2013, from Fifth Third
advising that Events of Default have occurred and continue to
exist for the Company under Section 7.1(b) of the 2007 Credit
Agreement by reason of: (a) Borrower's noncompliance with the
minimum EBITDA covenant (a required minimum EBITDA covenant amount
of $4,100,000 opposite a reported result of $3,316,177); and (b)
the Company's failure to perform the covenant set forth in Section
6.31(d) of the Credit Agreement.

At May 31, 2013, the outstanding principal balance of Champion's
obligations under the Credit Agreement totaled approximately $33.8
million.

                    About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal 2012,
compared with a net loss of $4.0 million in fiscal 2011.

The Company's balance sheet at Jan. 31, 2013, showed
$43.81 million in total assets, $48.73 million in total
liabilities, and a $4.91 million total shareholders' deficit.


CHINA BOTANIC: Withdraws Request for Hearing on NYSE MKT Delisting
------------------------------------------------------------------
China Botanic Pharmaceutical Inc., formerly Renhuang
Pharmaceuticals, Inc., on June 7 disclosed that on June 5, 2013,
the Company submitted a notice to the NYSE MKT LLC of its decision
to withdraw its appeal of the Staff's determination to delist the
Company's securities from the NYSE MKT.  As a result, the Company
has been informed that the Company's common stock will be
suspended from trading and the Exchange will proceed to file a
Form 25 with the Securities and Exchange Commission to delist the
Company's common stock from the Exchange.

As previously announced on May 2, 2012, the Company received a
notice from the NYSE MKT LLC indicating that based on the
Company's noncompliance with its compliance plan previously
submitted by the Company on February 7, 2013 to regain compliance
with Sections 134 and 1101 of the NYSE MKT Company Guide by May 1,
2013, the Exchange has made a determination to delist the common
stock of the Company from the Exchange.  The Delisting Notice
indicated that under Sections 1203 and 1009(d) of the Company
Guide, the Company has a limited right to appeal the Exchange's
determination by requesting an oral hearing or a hearing based on
a written submission before the Exchange's Listing Qualifications
Panel.  On May 9, 2013, the Company submitted a request for a
hearing and paid the applicable hearing fee, and an oral hearing
date was set for June 28, 2013.  However, based on the progress of
its audit, the Company has decided to not appeal by withdrawing
its request for hearing.  As a result of the Company's decision
not to appeal, the Company has been informed that the delisting
determination is final and the Exchange will proceed to file an
application with the Securities and Exchange Commission to delist
the Company's common stock from the Exchange.

                About China Botanic Pharmaceutical

China Botanic Pharmaceutical Inc. -- http://www.renhuang.com-- is
engaged in the research, development, manufacturing, and
distribution of botanical products, bio-pharmaceutical products,
and traditional Chinese medicines ("TCM"), in the People's
Republic of China.  All of the Company's products are produced at
its three GMP-certified production facilities in Ah City,
Dongfanghong and Qingyang.  The Company distributes its botanical
anti-depression and nerve-regulation products, biopharmaceutical
products, and botanical antibiotic and OTC TCMs through its
network of over 3,000 distributors and over 70 sales centers
across 24 provinces in China.


CHINA NATURAL: Asks Court to Approve Settlement with SEC
--------------------------------------------------------
The Securities and Exchange Commission previously filed a
complaint in the U.S. District Court for the Southern District of
New York against Qinan Ji and China Natural Gas, Inc., captioned
Securities and Exchange Commission v. China Natural Gas, Inc. and
Qinan Ji (12 CV 3824).  The SEC Action alleged that the Company
violated Section 17(a)(2) of the Securities Act of 1933, and
Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 14(a) of the
Securities Exchange Act of 1934, and that Mr. Ji violated Section
17(a) of the Securities Act, Sections 10(b), 13(a), 13(b)(2)(A),
13(b)(2)(B), 13(b)(5) and 14(a) of the Exchange Act, Section 304
of the Sarbanes Oxley Act of 2002 and aiding and abetting certain
of the Company's alleged violations.

The SEC Action further alleged among other things that, in January
2010, the Company made two-short term loans totaling $14.3 million
($9.9 million to Taoxiang Wang and $4.4 million to a real estate
company called Shaanxi Juntai Housing Purchase Co. Ltd. and
disclosed them in its periodic reports as loans made to unrelated
third parties.  The SEC Action alleged that the true and
undisclosed purpose of the loans was to benefit a company called
Xi'an Demaoxing Real Estate Co., Ltd., and that Demaoxing was 90
percent owned by Mr. Ji's son and 10 percent owned by Mr. Ji's
nephew.  The SEC Action further alleged that Taoxiang Wang was a
sham borrower selected to conceal Demaoxing's receipt of the loan
proceeds and that Juntai was Demaoxing's business partner and
borrowed the money to undertake a joint real estate project with
Demaoxing.

The Board of Directors sought the resignation of Mr. Ji as Chief
Executive Officer because of his involvement in the Wang and
Juntai loans without notice to or approval by the Board of
Directors.

The Company submitted an offer to the SEC in an effort to settle
the SEC Action.  Without admitting or denying any allegations
against it, the Company offered to consent to the entry of a court
order that: (a) permanently restrains and enjoins the Company from
future violations of Section 17(a)(2) of the Securities Act and
Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the
Exchange Act and Rules 12b-20, 13a-1, 13a-11, 13a-13, and 14a-9
thereunder; and (b) orders the Company to pay an aggregate civil
penalty in the amount of $815,000 pursuant to Section 20(d) of the
Securities Act and Section 21(d)(3) of the Exchange Act.

Mr. Ji submitted an offer of settlement to the SEC in an effort to
settle the SEC Action.  Without admitting or denying any
allegations against him, Mr. Ji agreed to consent to the entry of
a court order that: (a) permanently restrains and enjoins Mr. Ji
from violations of Section 17 of the Securities Act and Sections
10(b), 13(b)(5), and 14(a) of the Exchange Act and Rules 10b-5,
13a-14, 13b2-1, 13b2-2, and 14a-9 thereunder, and Section 304 of
the Sarbanes-Oxley Act of 2002, and from aiding and abetting
violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the
Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13
thereunder; (b) orders Mr. Ji to reimburse China Natural Gas, Inc.
$77,479 (payable in Chinese currency to a subsidiary of the
Company) pursuant to Section 304 of the Sarbanes-Oxley Act of
2002; (c) orders Mr. Ji to pay a civil penalty in the amount of
$100,000 pursuant to Section 20(d) of the Securities Act and
Section 21(d)(3) of the Exchange Act; and (d) bars Mr. Ji from
acting as an officer or director of any issuer that has a class of
securities registered pursuant to Section 12 of the Exchange Act,
or that is required to file reports pursuant to Section 15(d) of
the Exchange Act for a period of ten years following the date of
entry of the final judgment.

The SEC accepted the Company's and Mr. Ji's offers of settlement
on May 30, 2013.  On June 3, 2013, the offers of settlement were
submitted to the United States District Court of Southern District
of New York for its consideration.

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

                        http://is.gd/T2SFTQ

                        About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi';an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  The Company says it intends to oppose the motion.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in
Washington, D.C., represents the Petitioners as counsel.


CHRIST HOSPITAL: Gets Go-Ahead for Liquidation Plan
---------------------------------------------------
Bill Donahue of BankuptcyLaw360 reported that bankrupt New Jersey
medical center Christ Hospital got the green light to exit
bankruptcy when a federal judge confirmed its Chapter 11
liquidation plan.

According to the report, U.S. Bankruptcy Judge Morris Stern gave
his approval to the hospital's plan just more than 16 months after
the Jersey City, N.J., facility filed for Chapter 11 protection
amid large pension obligations, an increasing Medicaid population
and unfavorable agreements with insurance companies.

The plan hinged on the sale of the 367-bed facility to Hudson
Hospital Holdco LLC for $45.3 million, the report said.

                      About Christ Hospital

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

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

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

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

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


COMMODORE INT'L: 2nd Circ. Lets Excess Insurers Off Hook
--------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that the Second Circuit
ruled against former directors and officers of defunct computer
technology company Commodore International Ltd. in a suit against
their excess insurers, affirming a lower court's finding that
excess policies aren't triggered until payment is made by primary
insurers.

According to the report, in September 2011, U.S. District Judge
Richard J. Sullivan ruled in favor of Federal Insurance Co. and
fellow excess insurance provider Travelers Casualty and Surety
Co., granting their motions for judgment.

                          About Commodore

Commodore International Corporation (OTC:CDRL) --
http://www.commodorecorp.com/-- creates, develops and offers
innovative digital media services, software and hardware.
Innovations such as the CommodoreWorld(TM) multi media platform,
the Gravel(TM) premium product line and the In Public MediaTower,
open up new opportunities for the customization and sharing of
media entertainment, such as music, movies and games.  CIC's
European operational office headquarters is in Baarn, The
Netherlands and its U.S. headquarters is in Century City,
California.


CONDOR DEVELOPMENT: Can Hire Jones Lang as Real Estate Brokers
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Seattle Group, Ltd, dba Comfort Inns & Suites, and
Condor Development LLC, to employ Jones Lang LaSalle as its
realtor.

By the application, the Debtors sought to replace their current
real estate brokers, Dave Magee and Scott Brunette of Commerce
Real Estate Solutions, and employ JLL as their new brokers.

The Debtors, through their representatives, have informed the
former brokers of their intent to hire JLL and to terminate the
employment of the former brokers.

JLL will perform real estate brokerage services for the Debtors
pursuant to the terms of a new broker agreement in these
bankruptcy cases related to the Debtors' 176-room Comfort Inn &
Suites SeaTac Airport located at 19933 Pacific Highway South, in
SeaTac, Washington and the related parking lots and business.

JLL will, among other things:

   -- perform requested real estate brokerage services for the
      Debtors as may be necessary or desirable;

   -- assist and advice the Debtors regarding the determination of
      marketing strategy and identifying prospective purchasers;
      and

   -- assistance and advice the Debtors regarding preparation of
      marketing presentation materials.

The Debtors had agreed to compensate JLL 2 percent of the gross
proceeds in the event gross proceeds total $10 million or less;
and in the event gross proceeds total more than $10 million,
$200,000 plus 10 percent of the amount by which gross proceeds
exceed $10 million.  The amount of expenses for which JLL may seek
reimbursement is capped at $7,500.

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

On March 14, 2013, the Court approved a stipulation with the State
of Washington regarding a dismissal motion.  Pursuant to the
stipulation, the Debtors agreed to, among other things: (i) file a
plan by March 20, 2013; (ii) propose in the Plan that the allowed
unsecured priority taxes will be paid an initial payment of 25
percent of the allowed amount of the claims on the Plan's
effective date; and (iii) make further payments on account of the
Section 507(a)(8) Tax Claims thereafter on a monthly basis pro
rata commencing in the month following the Initial Payment
consistent with time constraints and payment terms.

                     About Condor Development

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

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

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

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

Seattle Group, Ltd., and Condor Development LLC filed a plan of
liquidation that proposes the sale of substantially all of their
real and personal property used in operating the Comfort Inns and
Suites Hotel and related personal property.


CONDOR DEVELOPMENT: Taps Marin Management as Hotel Manager
----------------------------------------------------------
Seattle Group, Ltd., and Condor Development LLC ask the U.S.
Bankruptcy Court for the Western District of Washington for
permission to employ Marin Management, Inc. as hotel managers to
perform management services related to their 176-room Comfort Inn
& Suites SeaTac Airport located at 19933 Pacific Highway South,
SeaTac, Washington.

Marin Management will, among other things:

  (a) hire, discharge and recruit hotel employees as needed;

  (b) be the exclusive supervisor of all hotel employees through
      the direct supervision of the general manager; and

  (c) prepare and implement written position descriptions for each
      hotel job title.

The Debtors agree to pay Marin, for its services, (i) a one month
start up fee of $6,000; and (ii) monthly management fee of $6,000.

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

                     About Condor Development

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

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

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

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

Seattle Group, Ltd., and Condor Development LLC filed a plan of
liquidation that proposes the sale of substantially all of their
real and personal property used in operating the Comfort Inns and
Suites Hotel and related personal property.


COUNTRYWIDE FIN'L: BlackRock Group Chose BofA Accord
----------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that
BlackRock Inc. and other investors agreed to an $8.5 billion
settlement with Bank of America Corp. over mortgage loans rather
than risk litigation and the bankruptcy of its Countrywide
Financial unit, a lawyer for the investors said.

According to the report, the accord came after the investors were
told by Bank of America that it had clearance from a federal
banking regulator to put Countrywide, which was facing investor
claims over defective loans, into bankruptcy, Kathy Patrick, an
attorney for the investor group, said in court.

"This was the concrete choice: $8.5 billion in hand or a coin
flip," on litigation against Bank of America, she said, WSJ
related. "It would have been imprudent, it would have been
unreasonable in the extreme, to subject certificate holders to
that risk."

The BlackRock group, which also includes Pacific Investment
Management Co. and MetLife Inc., is asking Justice Barbara Kapnick
of New York State Supreme Court in Manhattan to approve the
settlement, which was reached in June 2011, the report said. The
hearing on approval started on June 4.

The agreement would resolve claims from mortgage-bond investors
over Countrywide loans that were packaged into securities, the
report added. It is opposed by an investor group led by American
International Group Inc.

                    About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


DETROIT, MI: In Bid to Trim Legal Deals, Manager Takes Hard Line
----------------------------------------------------------------
Steve Neavling, writing for Reuters, reported that once teeming
with 1.9 million people during its industrial peak in the 1950s,
Detroit is now falling apart and attracting dozens of lawsuits
that serve as a chronicle of urban decay: exposed manholes,
malfunctioning traffic lights and broken sidewalks.

According to the report, the breakdown in infrastructure is a
major reason why the self-insured city is sued more than 700 times
a year and has to pay out roughly $26 million to plaintiffs.

A significant portion of the legal tab -- about $22 million a year
-- has resulted from settlements, budget records show, the report
said. The settlements are negotiated by city lawyers, but
ultimately must be approved by the city council.

Now Detroit's emergency manager, Kevyn Orr, an attorney appointed
to turn around the city's troubled finances, is seeking to break
the pattern, the report noted.  The state appointed Orr to take
over the city's finances to try to avoid Detroit running out of
money and filing what would be the largest municipal bankruptcy in
U.S. history.


DETROIT, MI: In Bankruptcy, City Could Sell Off Its Art Collection
------------------------------------------------------------------
Elizabeth Dwoskin, writing for Bloomberg News, reported that the
Detroit Institute of the Arts is home to a collection that
includes paintings by Rembrandt and Van Gogh, a statue of Rodin's
The Thinker, and a giant mural by Diego Rivera celebrating the
city's auto industry.

According to the report, that collection, estimated to exceed $15
billion in value, could soon be sold off at auction to the highest
bidder. Detroit was taken over by the State of Michigan in March
but has yet to declare bankruptcy in court. If the city declares
bankruptcy, the state-appointed emergency manager, Kevyn Orr, can
sell off its assets to repay creditors?and artworks housed in the
128-year-old museum are not exempt. The city's debt about equals
the worth of the museum's holdings.

The report said Orr touched off a storm of criticism in the art
world last week, when he asked the museum to give him an appraisal
of its collection. According to the Chronicle of Philanthropy,
Metropolitan Museum of Art Director Thomas Campbell lashed out
against the move, calling it a cultural fire sale.

Orr says he has no immediate plans to auction off the valuable
works of art, the report related. "We obviously don't want to get
rid of art," his spokesman told Reuters. The spokesman also said
he couldn't rule out that possibility. If the art is auctioned, it
would be the first time this has happened in a municipal
bankruptcy.

Meanwhile, the museum is gearing up for a legal battle, the report
said.  Though the Detroit Institute of the Arts is owned by the
city, museum officials are arguing that the art itself is held in
a "public trust" and therefore can't be sold. Michigan Senate
Majority Leader Randy Richardville recently introduced a bill that
would protect the museum's collection from being sold off during
bankruptcy proceedings. Even if that legislation passes, it may
not help the museum: Federal bankruptcy laws tend to trump state
laws in court.


DEX MEDIA EAST: Bank Debt Trades At 21% Off
-------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 78.83 cents-on-
the-dollar during the week ended Friday, June 7 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 2.17 of
percentage points from the previous week, The Journal relates. Dex
Media East LLC pays 250 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Oct. 24, 2014 and the bank
debt is not rated by S&P and Moody's.  The loan is one of the
biggest gainers and losers among 264 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

               About R.H. Donnelley & Dex Media East

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009.  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dex. 31, 2010.


DEX MEDIA WEST: Bank Debt Trades At 16% Off
-------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 84.33 cents-on-
the-dollar during the week ended Friday, June 7 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 0.83 of
percentage points from the previous week, The Journal relates.
Dex Media West LLC pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014 and
Moody's has withdrawn its loan rating and the bank debt is not
rated by S&P.  The loan is one of the biggest gainers and losers
among 264 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                              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 and 19 of its affiliates, including Dex Media East
LLC, Dex Media West LLC and Dex Media Inc., sought Chapter 11
protection (Bank. D. Del. Case No. 09-11833 through 09-11852)
on May 28, 2009.  They emerged from bankruptcy on Jan. 29, 2010.
On the Effective Date and in connection with its emergence from
Chapter 11, RHD was renamed Dex One Corporation.

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.


DOWNEY FINANCIAL: $374MM Tax Refund Deal OK'd in Chapter 7
----------------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that a Delaware
bankruptcy judge approved a settlement in which Downey Financial
Corp. will be refunded $373.8 million plus interest in taxes
overpaid during the five years leading up to its 2008 bankruptcy -
- although it isn't known who will ultimately receive the money.

According to the report, U.S. Bankruptcy Judge Christopher S.
Sontchi approved the settlement in which Downey Financial's
trustee will drop his U.S. Court of Federal Claims litigation over
the refund, which is the single biggest asset in the defunct
lender's Chapter 7 case.

Downey Financial Corp. filed a Chapter 7 petition (Bankr. D. Del.
08-13041) on Nov. 25, 2008, after the Office of Thrift Supervision
closed its banking unit Downey Savings & Loan Association, F.A.,
on Nov. 21, 2008, and appointed the FDIC as receiver.  Montague S.
Claybrook serves as the Chapter 7 Trustee, and is represented by
William H. Stassen, Esq., at Fox Rothschild LLP.

As soon as the bank was taken over, the assets of the thrift
subsidiary were purchased by U.S. Bank NA in a transaction
assisted by the FDIC.  The Downey bank failure cost the FDIC
insurance fund $1.4 billion, the agency said at the time.


DYNAVOX INC: Common Stock Delisted From NASDAQ
----------------------------------------------
The NASDAQ Stock Market LLC filed a Form 25 with the U.S.
Securities and Exchange Commission regarding the removal from
listing or registration of DynaVox Inc.'s common stock.

                        About DynaVox Inc.

DynaVox Inc. (OTC: DVOX) is a holding Company with its
headquarters in Pittsburgh, Pennsylvania, whose primary operating
entities are DynaVox Systems LLC and Mayer-Johnson LLC.  DynaVox
provides speech generating devices and symbol-adapted special
education software to assist individuals in overcoming their
speech, language and learning challenges.

The Company reported a net loss of $6.7 million on $51.1 million
of net sales for the thirty-nine weeks ended March 29, 2013,
compared with a net loss of $13.3 million on $73.4 million of net
sales for the thirty-nine weeks ended March 30, 2012.

The Company's balance sheet at March 29, 2013, showed
$52.3 million in total assets, $37.2 million in total liabilities,
and stockholders' equity of $15.1 million.

The Company said in its quarterly report for the period ended
March 29, 2013, "We are in default under our credit agreement
and our lenders have the right to accelerate our obligations at
any time, which raises substantial doubt about our ability to
continue as a going concern."

                        Bankruptcy Warning

"In the event of an acceleration of our obligations and our
failure to pay the amount that would then become due, the holders
of the 2008 Credit Facility could seek to foreclose on our assets,
as a result of which we would likely need to seek protection under
the provisions of the U.S. Bankruptcy Code.


DYNEGY INC: Ch. 11 Plan Gets Nod Over Investor's Objections
-----------------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that a New York federal
court approved Dynegy Inc.'s bankruptcy plan, finding that a
disgruntled investor behind a securities class action couldn't
object to the plan because he had opted out of the release of
claims against the company's former executives.

According to the report, Stephen Lucas, the lead plaintiff in the
class action, had objected to the extent that the bankruptcy plan
affected any of the claims asserted in his securities litigation.

                          About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of
their plan of liquidation in March 2013, allowing the former
operating units of Dynegy to consummate a settlement agreement
resolving some lease trustee claims and sell their facilities.


EASTMAN KODAK: Shareholders Challenge Chapter 11 Plan Outline
-------------------------------------------------------------
A group of Eastman Kodak Co.'s shareholders is opposing the
outline of the company's Chapter 11 reorganization plan that would
see its stock wiped out.

The shareholders said the outline of the plan or the so-called
disclosure statement undervalues the company's assets by omitting
some details including the potential profits from Kodak's recent
agreement with UniPixel Inc.

The companies signed a manufacturing agreement that was announced
on April 16 to produce touch screen sensors for the touch module
market, which is predicted to more than double to $32 billion by
2018.

"The functional printing division revenue and profits will
increase substantially with this project.  The disclosure
statement does not show any increase," the shareholders said in
letters filed this week with U.S. Bankruptcy Court in Manhattan.

The shareholders also said the disclosure statement contains
"false" financial information including its analysis that only
$49.2M cash would be left to pay priority claims and that
unsecured creditors would get nothing if the company were
liquidated under Chapter 7.

"Kodak has already completed its restructuring, eliminated all of
its legacy liabilities after the KPP agreement and have become a
very profitable company," the shareholders said, referring to
Kodak's agreement with the U.K. pension fund to settle its $2.8
billion of claims.

"Kodak can liquidate its entire US and international operations
quickly at attractive prices, more than all of its secured and
unsecured liabilities," the shareholders further said.

Kodak filed its restructuring plan on April 30, under which it
offers full payment to priority claim holders, secured claim
holders and second-lien creditors while it offers stock to general
unsecured creditors.

The company had said its shareholders will get nothing and their
stock will be canceled when it emerges from bankruptcy protection.

Kodak previously proposed a schedule where creditors will
complete voting by July 31 so the bankruptcy court can hold a
hearing on Aug. 9 for approval of the plan.  A court hearing to
consider approval of the disclosure statement is set for June 13.

                        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.


EMERITO ESTRADA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Emerito Estrada Rivera Isuzu De PR Inc.
        P.O. Box 11847
        San Juan, PR 00922

Bankruptcy Case No.: 13-04608

Chapter 11 Petition Date: June 4, 2013

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Edward A. Godoy

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  FUENTES LAW OFFICES
                  P.O. Box 9022726
                  SAN JUAN, PR 00902-2726
                  Tel: (787) 722-5216
                  Fax: (787) 722-5206
                  E-mail: alex@fuentes-law.com

Scheduled Assets: $16,490,000

Scheduled Liabilities: $8,680,399

The petition was signed by Hector Estrada Colon, president.

Debtor?s List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Municipio De San Juan              Municipal Patents      $166,932
P.O. Box 4355
San Juan, PR 00901

Steven McClintock                  Settlement Agreement   $120,000
Buchanan Office, Suite 101
Guaynabo, PR 00968-8001

Centennial De Pr                   Telephone & Fax         $30,842
P.O. Box 71333                     Service
San Juan, PR 00936-8433

Complete Truck Bodies              Parts                   $29,122

CPA Jose Rosa Rivera               Professional Services   $28,610

Barnes Distribution                Supplies                $22,114

Jose Rodriguez Perez               Settlement Agreement    $19,000

Sala, Hernandez & Garcia           Legal Services          $16,093

Preferred Health Plan              Health Plan             $14,854

Oriental Auto                      Deficiency on Auto      $13,584
                                   Loans

Estudio Legal Garcia               Legal Services          $10,075

Mario Dumont                       Professional Services   $10,000

Estudios Tecnicos, Inc.            Professional Services   $10,000

Crowley Liner                      Freight Charges          $9,715

ODV Appraisal Group                Appraisal                $9,500

Almacenes Arilope                  Storage                  $9,030

National Ceramics                  Materials                $6,466

Aeronet Wireless Broadband Corp.   Internet Communications  $5,957

Hold Smart                         Supplies                 $3,588

Econocaribe                        Parts                    $3,518


EUROFRESH INC: Squire Sanders OK'd to Handle Immigration Cases
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Eurofresh, Inc., to employ the firm of Squire Sanders (US), LLP,
as its special counsel to represent the Debtor in employment and
immigration related cases pending before administrative agencies.

As reported in the Troubled Company Reporter on March 21, 2013,
Squire Sanders has represented the Debtor since 2007.  The Cases
involve Debtor's present and former employees.  Squire Sanders has
extensive knowledge and experience in the matters on which it is
to be employed, including extensive experience in the Cases.
Squire Sanders has represented the Debtor prepetition in the
Cases.  It would be highly prejudicial to Debtor, its
creditors, and its bankruptcy estate if the Debtor was forced to
incur the substantial expense, difficulty, and delay that would be
inherent in hiring and educating replacement counsel about the
Cases.

To the best of Debtor's knowledge, Squire Sanders does not
represent or hold any interest adverse to the Debtor or to its
estate with respect to the matter on which Squire Sanders is to be
employed.

The firm will be paid based on its normal rates of specific
services.

                      About EuroFresh Inc.

EuroFresh , Inc., is America's largest greenhouse grower spanning
318 aces of glass covered facilities.  EuroFresh grows premium
quality, great tasting, certified pesticide residue free
greenhouse tomatoes and cucumbers year-round.  The 274-acre
flagship facility in Willcox, Arizona, is the world's largest.
There's also a second 44-acre acre property in Snowflake, Arizona.
EuroFresh has 964 employees.

EuroFresh filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-01125) on Jan. 27, 2013, to complete a sale of the business to
NatureSweet Limited, absent higher and better offers.

NatureSweet and EuroFresh Farms are two of the leading producers
of high-quality tomatoes in North America.

EuroFresh first filed for Chapter 11 protection (Bankr. D. Ariz.
Lead Case No. 09-07970) on April 21, 2009.  Eurofresh exited
bankruptcy in November 2009 following a deal with majority of
their existing debt holders to convert more than $200 million of
debt into equity.

In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac
D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as
counsel to the Debtors.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler LLP; and Jennings, Strouss &
Salmon, P.L.C., as bankruptcy counsel.


EVEN STREET: Sly Stone's Ex-Manager Seeks Ch. 11 Relief
-------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the estranged
manager of funk legend Sly Stone placed two of his entertainment
management companies into Chapter 11 bankruptcy in California, the
latest development in a $50 million royalties feud between the
former business partners.

According to the report, music producer Gerald Goldstein's Even
Street Productions Ltd. and Majoken Inc. entered Chapter 11 in
separate cases, declaring between $1 million and $10 million each
in both assets and liabilities.

Both Even Street and Majoken are at the center of a dispute
between Stone, Goldstein and others over millions of dollars in
royalties, the report added.


EXIDE TECHNOLOGIES: June 14 Lead Plaintiff Deadline Set
-------------------------------------------------------
Pomerantz Grossman Hufford Dahlstrom & Gross LLP on June 7
disclosed that it has filed a class action lawsuit against Exide
Technologies and certain of its officers.  The class action filed
in United States District Court, Central District of California,
is on behalf of a class consisting of all persons or entities who
purchased or otherwise acquired securities of Exide Technologies
between February 9, 2012 and April 3, 2013, both dates inclusive.
This class action seeks to recover damages against the Company and
certain of its officers and directors as a result of alleged
violations of the federal securities laws pursuant to Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule
10b-5 promulgated thereunder.

If you are a shareholder who purchased Exide Technologies
securities during the Class Period, you have until June 14, 2013
to ask the Court to appoint you as Lead Plaintiff for the class.
A copy of the Complaint can be obtained at
http://www.pomerantzlaw.com

To discuss this action, contact Robert S. Willoughby at
rswilloughby@pomlaw.com or 888-476-6529 (or 888-4-POMLAW), toll
free, x237.  Those who inquire by e-mail are encouraged to include
their mailing address, telephone number, and number of shares
purchased.

Exide operates in 80 countries, producing, recycling and
distributing lead-acid batteries.  The Company's global
transportation and industrial energy groups purported to provide a
range of stored electrical energy products and services for
industrial and transportation applications.

The Complaint alleges that throughout the Class Period, Defendants
made false and/or misleading statements, as well as failed to
disclose material adverse facts about the Company's business,
operations, and prospects.  Specifically, defendants failed to
disclose that: (a) Exide was polluting the environment with
potentially fatal levels of arsenic, and exposing almost 110,000
residents near its Vernon, California battery recycling facility
to dangerously high levels of pollutants; (b) Exide knew that
based on actual and projected revenues and expenses it would not
be able to meet its debt repayment obligations and other pledges
and promises under its debt agreements and indentures.
Specifically, the Company knew that it could not satisfy its
obligations under a $200 million revolving facility, a $675
million bond, and a $55.7 million floating rate convertible note
due in September 2013; and (c) as a result, Exide knew its
environmental liabilities, debt obligations and potential
insolvency supported neither Exide's statements to investors
regarding the Company's financials, its quarterly guidance, nor
the inflated share price targets the investment community was
modeling based on Defendants' Class Period statements and
guidance.

On March 22, 2013, one of the Company's recycling facilities in
Vernon, California, located approximately four miles due south of
downtown Los Angeles, was cited by the South Coast Air Quality
Management District as posing a greater cancer risk to residents
of Southern California than any of the more than 450 facilities
the Agency has regulated in the last 25 years.

Following the Agency's citation, on April 3, 2013, Los Angeles
City Council members held a public hearing asking the government
to press charges against the Company to correct the health risk
posed by the Company's environmental contamination.

On April 4, 2013, news source Debtwire.com published a report that
Exide had hired financial advisory firm Lazard and the law firm of
Akin Gump LLP, both bankruptcy experts, to advise on its financial
restructuring after prior restructuring efforts stalled.  On this
news, Exide's shares fell $1.24 a share to $1.37 a share (-46%),
on April 4, 2013, before trading in the stock was halted.

With offices in New York, Chicago, Florida, and San Diego, The
Pomerantz Firm -- http://www.pomerantzlaw.com-- concentrates its
practice in the areas of corporate, securities, and antitrust
class litigation.  Founded by the late Abraham L. Pomerantz, known
as the dean of the class action bar, the Pomerantz Firm pioneered
the field of securities class actions.  Today, more than 70 years
later, the Pomerantz Firm continues in the tradition he
established, fighting for the rights of the victims of securities
fraud, breaches of fiduciary duty, and corporate misconduct.  The
Firm has recovered numerous multimillion-dollar damages awards on
behalf of class members.

        CONTACT: Robert S. Willoughby, Esq.
                 Pomerantz Grossman Hufford Dahlstrom & Gross LLP
                 E-mail: rswilloughby@pomlaw.com

                    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.


FAIRPOINT COMMUNICATIONS: Bank Debt Trades at 2% Off
----------------------------------------------------
Participations in a syndicated loan under which Fairpoint
Communications is a borrower traded in the secondary market at
98.20 cents-on-the-dollar during the week ended Friday, June 7
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a drop of 0.83 of percentage points from the previous week, The
Journal relates. Fairpoint Communications pays 625 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Feb. 14, 2019 and carries Moody's B2 rating and Standard &
Poor's B rating.  The loan is one of the biggest gainers and
losers among 264 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- owns and operates local exchange
companies in 18 states offering advanced communications with a
personal touch, including local and long distance voice, data,
Internet, television and broadband services.  FairPoint is traded
on the New York Stock Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 09-16335) on Oct. 26, 2009.  Rothschild
Inc. served as financial advisor for the Company; AlixPartners,
LLP, acted as the restructuring advisor; and Paul, Hastings,
Janofsky & Walker LLP served as the Company's counsel.  BMC Group
served as the claims and notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities, $2.91
billion in total long-term liabilities, and $1.23 million in
stockholders' equity.

Andrews Kurth served as counsel to the Official Committee of
Unsecured Creditors.  Altman Vilandrie acted as the operational
consultant to the Creditors' Committee.  Verrill Dana was the
Creditors' Committee's special regulatory counsel.  Jeffries
served as the Creditors' Committee's financial advisor.

FairPoint on Jan. 24, 2011, completed its balance sheet
restructuring and emerged from Chapter 11.  FairPoint reduced its
outstanding debt by roughly 64%, from roughly $2.8 billion --
including interest rate swap liabilities and accrued interest --
to roughly $1.0 billion.  In addition, the Company has a $75
million revolving credit facility available for working capital
and general corporate purposes.  Existing stock in the Company was
cancelled and holders did not receive any distributions.


FERRAIOLO CONSTRUCTION: Agrees to Sell Assets by June 15
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine approved a
stipulation among Ferraiolo Construction, Inc., and Bank of Maine,
the Debtor's major secured lender, and certain principals of the
Debtor for plan of reorganization support and for authority to
sell assets of the estate.

The Debtor was indebted to BOM in the approximate amount of
$11,000,000, inclusive of principal, interest and other charges.

The significant features of the agreement, as it pertains to the
Debtor, are:

  (i) The Debtor agrees to liquidate, by public auction sales to
      take place on or prior to June 15, 2013, all of the real and
      personal property that the Debtor considers to be surplus to
      its current business, or its reorganized business;

(ii) The net proceeds of the auction sale will be paid to
      BOM, in partial satisfaction of the indebtedness; and

(iii) From the net proceeds of the auction sale attributable to
      the sale of motor vehicles for which a certificate of title
      has been issued without notation of a security interest in
      favor of BOM, the sum of $113,000 will be set aside and
      placed in a "Bonding Escrow Account".  The account will be
      augmented by the sum of $187,000 which represents the amount
      of the agreement contains other material terms and
      conditions and will control in the event that there is any
      inconsistency between the agreement and the summary.

A copy of the term of the stipulation is available for free at:

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

                 About Ferraiolo Construction

Headquartered in Rockland, Maine, Ferraiolo Construction Inc., fka
Ferraiolo Precast, Inc., Ferraiolo Corp., and Ferraiolo Real
Estate Company, Inc., is a corporation engaged in the businesses
of road construction and commercial construction site work, sale
of asphalt and concrete products, and related businesses.  It owns
multiple parcels of real estate as well as machinery and
equipment, that it uses to manufacture gravel, precast concrete
forms and other items utilized in the construction business.  It
became the successor by merger with two affiliates, Ferraiolo
Precast, Inc., and Ferraiolo Corp., each of which was engaged in a
unified and integrated business enterprise with the Debtor.

The Debtor filed for Chapter 11 protection (Bankr. D. Maine
Case No. 13-10164) on March 13, 2013, in Bangor, Maine, after
the Bank of Maine sent notices telling the Debtor's customers
to send their payments to the bank.  In its Petition, the Debtor
estimated $10 million to $50 million in assets and $10 million
to $50 million in debts.

Judge Louis H. Kornreich presides over the case.  George J.
Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., serves
as bankruptcy counsel for the Debtor.  The petition was signed by
John Ferraiolo, president and treasurer.

Nathaniel R. Hull, Esq., Roger A. Clement, Jr., Esq., and
Christopher S. Lockman, Esq., at Verrill Dana, LLP, represent the
Committee.


FERRAIOLO CONSTRUCTION: Can Hire Keenan Auction as Auctioneer
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine authorized
Ferraiolo Construction, Inc., to employ Keenan Auction Company as
auctioneer to conduct a public auction sale of certain of its real
and personal property assets.

Stefan Keenan, a principal of auctioneer, will have the primary
responsibility of assisting the Debtor.

                   About Ferraiolo Construction

Headquartered in Rockland, Maine, Ferraiolo Construction Inc., fka
Ferraiolo Precast, Inc., Ferraiolo Corp., and Ferraiolo Real
Estate Company, Inc., is a corporation engaged in the businesses
of road construction and commercial construction site work, sale
of asphalt and concrete products, and related businesses.  It owns
multiple parcels of real estate as well as machinery and
equipment, that it uses to manufacture gravel, precast concrete
forms and other items utilized in the construction business.  It
became the successor by merger with two affiliates, Ferraiolo
Precast, Inc., and Ferraiolo Corp., each of which was engaged in a
unified and integrated business enterprise with the Debtor.

The Debtor filed for Chapter 11 protection (Bankr. D. Maine
Case No. 13-10164) on March 13, 2013, in Bangor, Maine, after
the Bank of Maine sent notices telling the Debtor's customers
to send their payments to the bank.  In its Petition, the Debtor
estimated $10 million to $50 million in assets and $10 million
to $50 million in debts.

Judge Louis H. Kornreich presides over the case.  George J.
Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., serves
as bankruptcy counsel for the Debtor.  The petition was signed by
John Ferraiolo, president and treasurer.

Nathaniel R. Hull, Esq., Roger A. Clement, Jr., Esq., and
Christopher S. Lockman, Esq., at Verrill Dana, LLP, represent the
Committee.


FERRAIOLO CONSTRUCTION: Can Tap Marcus Cleg as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine authorized
Ferraiolo Construction, Inc., to employ Marcus, Clegg & Mistretta
as counsel.

MCM will, among other things:

   (a) represent the Debtor in connection with the purchase and
       sale of any of its assets or the refinancing of its assets;

   (b) develop the Debtor's plan of reorganization, analyze the
       feasibility of any plan, negotiate and draft the plan and
       any disclosure statement, responses to objections to the
       adequacy of the disclosure statement and to confirm the
       plan; and

   (c) review and evaluate the Debtor's executory contracts and
       unexpired leases, and represent the Debtor with respect to
       any motions to assume or reject the contracts and leases.

The hourly rates for MCM attorneys and other professional persons
expected to render services to the Debtor are:

         George J. Marcus                $525
         Jennie L. Clegg                 $345
         David C. Johnson                $280
         Allison M. McLaughlin           $175
         Andrew C. Helman                $190
         Paralegal Assistants            $115

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

The firm can be reached at:

         MARCUS, CLEGG & MISTRETTA, P.A.
         George J. Marcus, Esq.
         Jennie L. Clegg, Esq.
         David C. Johnson, Esq.
         Andrew C. Helman, Esq.
         One Canal Plaza, Suite 600
         Portland, ME 04101
         Tel: (207) 828-8000

                   About Ferraiolo Construction

Headquartered in Rockland, Maine, Ferraiolo Construction Inc., fka
Ferraiolo Precast, Inc., Ferraiolo Corp., and Ferraiolo Real
Estate Company, Inc., is a corporation engaged in the businesses
of road construction and commercial construction site work, sale
of asphalt and concrete products, and related businesses.  It owns
multiple parcels of real estate as well as machinery and
equipment, that it uses to manufacture gravel, precast concrete
forms and other items utilized in the construction business.  It
became the successor by merger with two affiliates, Ferraiolo
Precast, Inc., and Ferraiolo Corp., each of which was engaged in a
unified and integrated business enterprise with the Debtor.

The Debtor filed for Chapter 11 protection (Bankr. D. Maine
Case No. 13-10164) on March 13, 2013, in Bangor, Maine, after
the Bank of Maine sent notices telling the Debtor's customers
to send their payments to the bank.  In its Petition, the Debtor
estimated $10 million to $50 million in assets and $10 million
to $50 million in debts.

Judge Louis H. Kornreich presides over the case.  George J.
Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., serves
as bankruptcy counsel for the Debtor.  The petition was signed by
John Ferraiolo, president and treasurer.

Nathaniel R. Hull, Esq., Roger A. Clement, Jr., Esq., and
Christopher S. Lockman, Esq., at Verrill Dana, LLP, represent the
Committee.


FERRAIOLO CONSTRUCTION: Verrill Dana Okayed as Committee's Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine authorized the
Official Committee of Unsecured Creditors in the Chapter 11 case
of Ferraiolo Construction Inc., to retain the law firm of Verrill
Dana, LLP, as its counsel.

Verrill Dana, will, among other things:

   (i) participate in the formulation of a chapter 11 plan of
       reorganization, review any plan or disclosure statement
       formulated, or propose a Committee plan, if necessary;

  (ii) initiate, defend or otherwise participate on behalf of the
       Committee in all proceedings before the Court or any other
       court of competent jurisdiction; and

(iii) performing any and all other legal services on behalf of
       the Committee that may be required to aid in the proper
       administration of the case, including, without limitation,
       those services delineated in Section 1103(c) of the
       Bankruptcy Code.

The hourly rates of Verrill Dana's personnel are:

          Partners                    $245 - $625
          Associates                  $160 - $385
          Paralegals                  $115 - $220
          Nathaniel R. Hull           $235
          Christopher Lockman         $160
          Roger A. Clement, Jr.       $330
          John P. Giffune             $305
          Joleen Rice                 $135

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

                   About Ferraiolo Construction

Headquartered in Rockland, Maine, Ferraiolo Construction Inc., fka
Ferraiolo Precast, Inc., Ferraiolo Corp., and Ferraiolo Real
Estate Company, Inc., is a corporation engaged in the businesses
of road construction and commercial construction site work, sale
of asphalt and concrete products, and related businesses.  It owns
multiple parcels of real estate as well as machinery and
equipment, that it uses to manufacture gravel, precast concrete
forms and other items utilized in the construction business.  It
became the successor by merger with two affiliates, Ferraiolo
Precast, Inc., and Ferraiolo Corp., each of which was engaged in a
unified and integrated business enterprise with the Debtor.

The Debtor filed for Chapter 11 protection (Bankr. D. Maine
Case No. 13-10164) on March 13, 2013, in Bangor, Maine, after
the Bank of Maine sent notices telling the Debtor's customers
to send their payments to the bank.  In its Petition, the Debtor
estimated $10 million to $50 million in assets and $10 million
to $50 million in debts.

Judge Louis H. Kornreich presides over the case.  George J.
Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., serves
as bankruptcy counsel for the Debtor.  The petition was signed by
John Ferraiolo, president and treasurer.

Nathaniel R. Hull, Esq., Roger A. Clement, Jr., Esq., and
Christopher S. Lockman, Esq., at Verrill Dana, LLP, represent the
Committee.


FERRAIOLO CONSTRUCTION: Can Tap Windsor Asso. as Fin'l. Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine authorized
Ferraiolo Construction, Inc. to employ John C. Thibodeau and
Windsor Associates, LLC as financial advisor.

Windsor will, among other things:

   (a) provide the Debtor with advice in relation to all financial
       matters in the case, including preparation of schedules,
       monthly operating reports and other required reporting;

   (b) review and provide input on the Debtor's operating budget
       throughout the case;

   (c) assist the Debtor in its projected income models and plans
       for restructuring; and

   (d) assist the Debtor in its negotiations with prospective
       buyers and/or investors.

The Debtor is authorized to pay invoices upon receipt, i.e. to pay
90 percent of the amount of fees and 100 percent of the amount of
expense reimbursement requested in the invoices during the
relevant period and subject to an aggregate cap of $7,500.

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

                   About Ferraiolo Construction

Headquartered in Rockland, Maine, Ferraiolo Construction Inc., fka
Ferraiolo Precast, Inc., Ferraiolo Corp., and Ferraiolo Real
Estate Company, Inc., is a corporation engaged in the businesses
of road construction and commercial construction site work, sale
of asphalt and concrete products, and related businesses.  It owns
multiple parcels of real estate as well as machinery and
equipment, that it uses to manufacture gravel, precast concrete
forms and other items utilized in the construction business.  It
became the successor by merger with two affiliates, Ferraiolo
Precast, Inc., and Ferraiolo Corp., each of which was engaged in a
unified and integrated business enterprise with the Debtor.

The Debtor filed for Chapter 11 protection (Bankr. D. Maine
Case No. 13-10164) on March 13, 2013, in Bangor, Maine, after
the Bank of Maine sent notices telling the Debtor's customers
to send their payments to the bank.  In its Petition, the Debtor
estimated $10 million to $50 million in assets and $10 million
to $50 million in debts.

Judge Louis H. Kornreich presides over the case.  George J.
Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., serves
as bankruptcy counsel for the Debtor.  The petition was signed by
John Ferraiolo, president and treasurer.

Nathaniel R. Hull, Esq., Roger A. Clement, Jr., Esq., and
Christopher S. Lockman, Esq., at Verrill Dana, LLP, represent the
Committee.


FIRST DATA: Bank Debt Due March 2018 Trades At 1% Off
-----------------------------------------------------
Participations in a syndicated loan under which First Data Corp.
is a borrower traded in the secondary market at 98.94 cents-on-
the-dollar during the week ended Friday, June 7 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 0.66 of
percentage points from the previous week, The Journal relates.
First Data pays 400 basis points above LIBOR to borrow under the
facility.  The bank loan matures on March 24, 2018 and the bank
debt is not rated by S&P and Moody's.  The loan is one of the
biggest gainers and losers among 264 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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

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

                          *     *     *

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


FIRST DATA: Bank Debt Due September 2018 Trades At 1% Off
---------------------------------------------------------
Participations in a syndicated loan under which First Data
Corporation is a borrower traded in the secondary market at 98.95
cents-on-the-dollar during the week ended Friday, June 7 2013,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a drop of
0.80 of percentage points from the previous week, The Journal
relates. First Data pays 400 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Sept. 15, 2018 and
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 264 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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

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

                           *     *     *

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


FIRST SECURITY: Amends 60.7 Million Shares Resale Prospectus
------------------------------------------------------------
First Security Group, Inc., has amended its Form S-1 prospectus
with the U.S. Securities and Exchange Commission covering the sale
of 60,735,000 shares of the Company's common stock, $0.01 par
value, by affiliates of EJF Capital LLC, MFP Partners, LP, GF
Financial II, LLC, et al., as part of a recapitalization completed
on April 12, 2013.

Shares of the Company's common stock are traded on the NASDAQ
Capital Market under the symbol "FSGI".  The closing sale price of
our common stock as reported on the NASDAQ Capital Market on
June 3, 2013 was $4.20 per share.

A copy of the Amended Form S-1 is available for free at:

                        http://is.gd/LXexdT

                     About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.  The Company's balance sheet at March 31, 2013, showed
$1.04 billion in total assets, $1.01 billion in total liabilities
and $20.99 million in total shareholders' equity.


FIRST SECURITY: 60MM Shares Resale Prospectus Declared Effective
----------------------------------------------------------------
First Security Group, Inc.'s previously filed Registration
Statement on Form S-1 was declared effective by the U.S.
Securities and Exchange Commission on June 6, 2013.  The
Registration Statement will enable certain selling shareholders to
resell up to 60,735,000 shares of the Company's Common Stock.  The
selling shareholders may resell all or a part of their shares from
time-to-time, but the Company is not currently aware of any plans
by its shareholders to do so.  The Company is not selling any
shares of its Common Stock under the Registration Statement and
will not receive any proceeds from the resale by the selling
shareholders.

All 60,735,000 shares of common stock that were registered for
resale were issued during the Company's previously announced
recapitalization, which closed on April 11-12, 2013.

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.  The Company's balance sheet at March 31, 2013, showed
$1.04 billion in total assets, $1.01 billion in total liabilities
and $20.99 million in total shareholders' equity.


FOUR OAKS: Shareholders Elect Nine Members to Board
---------------------------------------------------
Four Oaks Fincorp, Inc., held its Annual Meeting of Shareholders
on June 3, 2013, at which the shareholders elected nine nominees
to the Board of Directors, namely:

   (1) Robert Gary Rabon;
   (2) William J. Edwards;
   (3) John H. Lampe, II;
   (4) Percy Y. Lee;
   (5) Ayden R. Lee, Jr.;
   (6) Warren L. Grimes;
   (7) Michael A. Weeks;
   (8) Dr. R. Max Raynor, Jr.; and
   (9) Paula Canaday Bowman.

The shareholders ratified the appointment of Cherry Bekaert LLP as
the Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2013, and approved an amendment to
the Articles of Incorporation of the Company, as amended,
increasing the number of authorized shares of the Company's common
stock from 20,000,000 to 80,000,000.  The shareholders also
approved, on an advisory (nonbinding) basis, the compensation of
the Company's executives and indicated "one year" as the frequency
of future shareholder advisory votes to approve executive
compensation.

                           About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.

Four Oaks disclosed a net loss of $6.96 million in 2012, as
compared with a net loss of $9.09 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $803.44 million in total
assets, $780.69 million in total liabilities and $22.74 million in
total shareholders' equity.

"The Company and the Bank entered into a formal written agreement
(the "Written Agreement") with the Federal Reserve Bank of
Richmond ("FRB") and the North Carolina Office of the Commissioner
of Banks ("NCCOB") that imposes certain restrictions on the
Company and the Bank, as described in Notes H - Trust Preferred
Securities and Note K - Regulatory Restrictions.  A material
failure to comply with the Written Agreement's terms could subject
the Company to additional regulatory actions and further
restrictions on its business, which may have a material adverse
effect on the Company's future results of operations and financial
condition.

"In order for the Company and the Bank to maintain its well
capitalized position under federal banking agencies' guidelines,
management believes that the Company may need to raise additional
capital to absorb the potential future credit losses associated
with the disposition of its nonperforming assets.  Management is
in the process of evaluating various alternatives to increase
tangible common equity and regulatory capital through the issuance
of additional equity.  The Company is also working to reduce its
balance sheet to improve capital ratios and is actively evaluating
a number of capital sources, asset reductions and other balance
sheet management strategies to ensure that the projected level of
regulatory capital can support its balance sheet long-term.  There
can be no assurance as to whether these efforts will be
successful, either on a short-term or long-term basis.  Should
these efforts be unsuccessful, the Company may be unable to
discharge its liabilities in the normal course of business.  There
can be no assurance that the Company will be successful in any
efforts to raise additional capital during 2013," according to the
Company's annual report for the period ended Dec. 31, 2012.


GELTECH SOLUTIONS: Receives $200,000 From COO
---------------------------------------------
GelTech Solutions, Inc., received $200,000 from Michael Reger, the
Company's Chief Operating Officer and principal shareholder, in
exchange for 250,000 shares of common stock and 125,000 five-year
warrants exercisable at $1.25 per share.

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."

For the nine months ended March 31, 2013, the Company incurred a
net loss of $4.06 million on $206,880 of sales, as compared with a
net loss of $4.04 million on $304,361 of sales for the same period
a year ago.  The Company's balance sheet at March 31, 2013, showed
$1.47 million in total assets, $3.31 million in total liabilities
and a $1.83 million total stockholders' deficit.


GENERAL MOTORS: Treasury Plans to Sell 30 Million GM Shares
-----------------------------------------------------------
Tim Higgins & Keith Naughton, writing for Bloomberg News, reported
that the U.S. Treasury Department announced plans to sell
additional shares of General Motors Co. common stock on the eve of
the automaker returning to the Standard & Poor's 500 Index after a
four-year absence.

According to the report, the government said it will sell 30
million more shares of GM common stock in a 50-million-share
offering that also includes a sale by the UAW union's GM retiree
health-care trust.

Revisions in the S&P 500 may prompt money managers to shift
holdings to match the index, the report said.  That could be a
boost for Detroit-based GM, which under Chief Executive Officer
Dan Akerson, has seen its shares this year surge past its November
2010 initial public offering price for the first time in two
years.

"There's definitely real buying that needs to take place," Joseph
Spak, an analyst with RBC Capital Markets, said in an interview
with Bloomberg. For the government, "there's a sort of a natural
buyer for them to offload some shares."

The U.S. said in December that it would sell its remaining GM
stake in 12 to 15 months, the report recalled.  Treasury didn't
revise that timing.

                      About General Motors

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

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

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

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

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


GGW BRANDS: 'Girls Gone Wild' Creator Rips Unit's Ch. 11 Filing
---------------------------------------------------------------
Gavin Broady of BankruptcyLaw360 reported that "Girls Gone Wild"
founder Joe Francis asked a California federal court to review a
bankruptcy judge's order allowing the defunct company's trustee to
push a subsidiary into Chapter 11 in a bid to recover company
trademarks transferred overseas.

According to the report, Francis is fighting GGW Brands LLC
trustee R. Todd Neilson's efforts to recover the allegedly
purloined trademarks, arguing that GGW Brands was simply the
manager of GGW Marketing, not a member, and therefore it had no
ownership claims over the trademarks.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.

GGW Marketing, LLC, GGW Brands' affiliate, filed a voluntary
Chapter 11 petition on May 22, 2013, before the United States
Bankruptcy Court Central District Of California (Los Angeles).
The case is assigned Case No.: 13-23452.  Martin R. Barash, Esq.,
and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP,
in Los Angeles, California, represent GGW Marketing.


GYMBOREE CORP: Bank Debt Trades At 3% Off
-----------------------------------------
Participations in a syndicated loan under which Gymboree Corp. is
a borrower traded in the secondary market at 97.42 cents-on-the-
dollar during the week ended Friday, June 7 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 0.79 of
percentage points from the previous week, The Journal relates.
Gymboree Corp. pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Feb. 23, 2018 and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 264 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in San Francisco, California, The Gymboree
Corporation is a leading retailer of infant and toddler apparel.
The company designs and distributes infant and toddler apparel
through its stores which operates under the "Gymboree", "Gymboree
Outlet", "Janie and Jack" and "Crazy 8" brands in the United
States, Canada and Australia. Revenues are approximately $1.2
billion. The company is owned by affiliates of Bain Capital
Partners LLC.


HALLWOOD GROUP: Inks Agreement and Plan of Merger with HFL Merger
-----------------------------------------------------------------
The Hallwood Group Incorporated, Hallwood Financial Limited
("Parent"), and HFL Merger Corporation, a wholly owned subsidiary
of the Parent ("Merger Sub"), entered into an Agreement and Plan
of Merger on June 4, 2013.  The Merger Agreement provides that,
upon the terms and subject to the conditions set forth in the
Merger Agreement, Merger Sub will merge with and into the Company,
with the Company continuing as the surviving corporation and a
wholly owned subsidiary of Parent.  Parent is controlled by
Anthony J. Gumbiner, chairman and chief executive officer of the
Company and Parent currently owns 1,001,575, or 65.7 percent, of
the issued and outstanding shares of common stock, par value $0.10
per share, of the Company.

As previously announced, on Nov. 6, 2012, the Company received a
proposal from Parent to acquire all of the outstanding shares of
Company Common Stock that it does not beneficially own at a cash
purchase price of $10.00 per share.  On Nov. 7, 2012, at the
Company's regularly scheduled Board of Directors meeting, a
special committee, consisting solely of independent and
disinterested directors, was formed to consider and negotiate the
proposal and to make a recommendation to the Company's Board of
Directors.  Subsequently, the Special Committee retained its own
independent legal representation and selected and engaged a
financial advisor to assist in the review of the proposed
transaction.

All of the members of the Board of Directors of the Company other
than Anthony J. Gumbiner, acting upon the unanimous recommendation
of the Special Committee, have (i) determined that it is in the
best interests of the Company and its stockholders (other than
Parent and Merger Sub), and declared it advisable, to enter into
the Merger Agreement, (ii) approved the execution, delivery and
performance of the Merger Agreement and the consummation of the
transactions contemplated thereby, including the Merger and (iii)
resolved to recommend adoption of the Merger Agreement by the
stockholders of the Company.

At the effective time of the Merger, each Share of Company Common
Stock outstanding immediately prior to the effective time of the
Merger and not already owned by Parent will receive $10.00 in
cash, without interest.

Stockholders of the Company will be asked to vote on the adoption
of the Merger Agreement at a special stockholders meeting that
will be held on a date to be announced.  The closing of the Merger
is subject to a non-waivable condition that the Merger Agreement
be adopted by (i) the affirmative vote of the holders of a
majority of the outstanding shares of the Company Common Stock
entitled to vote on the adoption of the Merger Agreement, voting
together as a single class, and (ii) the affirmative vote of the
holders of a majority of the outstanding shares of the Company
Common Stock, voting together as a single class, excluding all
shares of Company Common Stock owned by Parent, Merger Sub, Mr.
Gumbiner or any of their respective affiliates (other than the
Company and its subsidiaries), or by any director, officer or
other employee of the Company or any of its subsidiaries.

Consummation of the Merger is subject to certain other customary
conditions, including, among others, (i) absence of any order or
injunction prohibiting the consummation of the Merger, (ii)
subject to certain exceptions, the accuracy of representations and
warranties with respect to the business of the Company, (iii) each
of the Company and Parent having performed their respective
obligations pursuant to the Merger Agreement and (iv) the absence
of a "Company Material Adverse Effect," which is defined in the
Merger Agreement to include the occurrence of an "Event of
Default" under that certain Loan Agreement, dated as of March 30,
2012, among Branch Banking and Trust Company, Brookwood Companies
Incorporated, the Company and the other signatories thereto.

The Company's shares trade on the NYSE MKT stock exchange under
the symbol of HWG and closed on November 5, 2012 (the day prior to
the receipt of the proposal) at $6.00 per share.  The Company's
shares closed on June 3, 2013, at $8.05 per share.

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

                        http://is.gd/cYYqRb

                        About Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.

Hallwood Group incurred a net loss of $17.94 million in 2012, as
compared with a net loss of $6.33 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $70.82 million in total
assets, $30.97 million in total liabilities and $39.85 million in
total stockholders' equity.

Deloitte & Touche LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to its fund ongoing operations.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


HALLWOOD GROUP: Hallwood Trust Had 65.7% Equity Stake at June 4
---------------------------------------------------------------
Hallwood Trust and Anthony Joseph Gumbiner disclosed in a
regulatory filing with the U.S. Securities and Exchange Commission
that, as of June 4, 2013, they beneficially owned 1,001,575 shares
of common stock of The Hallwood Group Incorporated representing
65.7 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/7ETZFU

                       About Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.

Hallwood Group incurred a net loss of $17.94 million in 2012, as
compared with a net loss of $6.33 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $70.82 million in total
assets, $30.97 million in total liabilities and $39.85 million in
total stockholders' equity.

Deloitte & Touche LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to its fund ongoing operations.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


HARGRAY COMMUNICATIONS: Moody's Rates New $305 Million Loans 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Hargray
Communications Group, Inc.'s proposed $305 million term loan due
2019 and revolving credit facility due 2018. In connection with
the rating action, Moody's lowered the Probability of Default
rating to B3-PD from B2-PD to reflect the proposed all first lien
debt structure. Hargray's B2 Corporate Family Rating (CFR) was
affirmed. The outlook remains stable.

Net proceeds from the new $305 million term loan along with
balance sheet cash will be used to repay outstanding $165 million
first lien term loan maturing June 2014 and $90 million second
lien term loan maturing January 2015. The company also plans to
distribute approximately $56 million in dividends. Moody's expects
adjusted debt-to-EBITDA to peak at around 4.9x following the
refinancing, which will add around $50 million of debt. However,
Moody's believes the B2 CFR can absorb the incremental debt given
the decline in leverage to 4.1x leverage (Moody's adjusted) at
March 31, 2013 over the past several years.

Issuer: Hargray Communications Group, Inc. and HCP Acquisition LLC

$305 Million Term Loan due 2019 -- assigned B2 (LGD3, 34%)

$25 Million Revolver due 2018 -- assigned B2 (LGD3, 34%)

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

Corporate Family Rating -- affirmed at B2

Outlook, stable

The assigned rating is subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's. Moody's will withdraw the
existing B1 ratings on the first lien term loan and revolving
credit facility, and Caa1 rating on the second lien term loan upon
their full repayment.

Ratings Rationale:

Hargray's B2 CFR reflects the company's relatively high leverage
of 4.9x (as of March 31, 2013 pro forma the refinancing
transaction and including Moody's standard adjustments), limited
organic growth prospects, and continued declines in its mature
ILEC business. Geographic concentration and lack of scale also
constrain the rating and enhance the potential negative impact
associated with regulatory changes. The rating also reflects
relatively high capex spend, which will reduce free cash flow for
debt repayments as the company migrates the business profile away
from its declining ILEC business. Hargray is also expected to face
higher programming expenses for its TV service especially compared
to larger competitors. Given the company's private equity
ownership, Moody's also remains concerned of a potential debt
financed sale or additional dividend transactions over the next
few years, which could negatively impact leverage.

Since the acquisition of the Beaufort South Carolina cable system
from Charter, growth in video and high speed data offerings has
offset wireline access losses, lower minutes of use, and Universal
Service Fund (USF) changes. Management has also been able to
consistently reduce leverage levels over the past several years
despite challenging conditions prior to the current debt funded
dividend. Hargray's integrated telecommunications model of cable
and telephony, partially mitigate the potential impact of rapid
change in business conditions and lend support to the rating.
Despite modest revenue growth, Moody's expects margins will remain
near current levels (approximately 46% as of March 31, 2013) as
the business model continues to migrate toward video and data
services.

Moody's expects Hargray to maintain a good liquidity profile over
the rating period due to the full availability of its $25 million
revolver and good free cash flow of over 5% of total debt. Moody's
expects the company to be subject to a maximum total leverage
financial covenant, although final terms have not been determined
as of the publication date.

The stable rating outlook incorporates expectations that Hargray
will maintain good liquidity and leverage will remain under 5x
debt-to-EBITDA. Moody's expects the company to continue to manage
the declines in access lines and USF revenues through growth in
Data and Video services.

Geographic concentration, potential for a sponsor driven
transaction, and lack of scale constrain the rating. Positive
rating pressure could develop if Hargray could sustain leverage
below 4.25x debt-to-EBITDA, with free cash flow exceeding 5% of
debt and positive revenue and EBITDA growth.

Negative rating pressure could develop if Moody's expects
significant cash consumption, a covenant breach, or leverage above
5.5x debt-to-EBITDA. Another equity friendly transaction or sale
of the company that increases leverage further could also put
pressure on the ratings.

The principal methodology used in this rating was Global
Telecommunications 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.

Hargray Communications Group, Inc. operates rural telephone and
cable companies providing voice, high speed data, and video
services to Hilton Head Island, South Carolina and surrounding
regions. Hargray serves as the incumbent local exchange carrier
and incumbent cable operator, and operates as a competitive local
exchange carrier in various territories in South Carolina and
Georgia. Pro-forma revenue for the trailing twelve months ended
March 31, 2013, was approximately $139 million.


HARGRAY HOLDINGS: S&P Rates New $305 Million Term Loan 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '3' recovery rating to telecommunications and cable
provider Hargray Holdings LLC's proposed $25 million revolving
credit facility due 2018 and $305 million senior secured term loan
B due 2019.  The '3' recovery rating indicates S&P's expectation
for meaningful (50% to 70%) recovery in the event of payment
default.  At the same time, S&P affirmed its 'B+' corporate credit
rating on Hilton Head, S.C.-based Hargray.  The outlook is stable.

The co-borrowers of the new term loan and revolver will be wholly
owned subsidiaries Hargray Communications Group Inc. and HCP
Acquisition LLC.  Proceeds from the term loan, along with about
$14 million of cash, will be used to repay the existing
$165 million first-lien term loan and $90 million second lien term
loan, pay a distribution of $56 million to shareholders, and
$8 million of related fees and expenses.

"The ratings on Hargray reflect our view that while Hargray's
adjusted debt to EBITDA will increase to about 5.1x, pro forma for
the dividend recapitalization, from 4.3x as of March 31, 2013, the
company has good prospects to reduce leverage to below 5x over the
next year, a parameter that remains consistent with our
"aggressive" financial risk profile assessment," said Standard &
Poor's credit analyst Allyn Arden.  Nonetheless, in S&P's view,
the company has less flexibility at the current rating level to
incur additional debt or to suffer an unexpected downturn in
results.

The stable outlook is based on S&P's expectation that access-line
losses should be offset by modest growth in residential data and
video as well as commercial services.  S&P expects these factors
will lead to mid-single-digit revenue growth over the next year
and allow leverage to decline below 5x.  S&P could raise the
rating if the company reduced leverage to below 4x, which could
happen if growth in broadband, video, and commercial services
resulted in EBITDA exceeding S&P's base-case scenario by about
25%.  However, even under such a scenario, upgrade prospects are
constrained by S&P's view of Hargray's private-equity owners'
financial policy.  S&P believes that any leverage improvement is
likely to be temporary and that the company would then re-lever
to accommodate equity distributions to the owners.

Conversely, S&P could lower the ratings if operating conditions
deteriorated because of competitive or economic pressures,
resulting in leverage rising above 5.5x or FFO to debt declining
to below 12% on a sustained basis.  Additionally, another dividend
recapitalization that pushed leverage to 5.5x or above could
trigger a downgrade.


HD SUPPLY: Had $131 Million Net Loss in First Quarter
-----------------------------------------------------
HD Supply, Inc., reported a net loss of $131 million on $2.06
billion of net sales for the three months ended May 5, 2013, as
compared with a net loss of $360 million on $1.83 billion of net
sales for the three months ended April 29, 2012.

The Company's balance sheet at May 5, 2013, showed $6.45 billion
in total assets, $8.17 billion in total liabilities and a $1.72
billion total stockholders' deficit.

"The fiscal 2013 first quarter was yet a further continuation of
our strong performance as we continue to benefit from growth in
our businesses and strengthening market conditions," stated Joe
DeAngelo, CEO of HD Supply.  "We're pleased with the first-quarter
results, marking our 12th consecutive quarter of year-over-year
sales growth."

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

                        http://is.gd/h76OIM

                          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.

                           *     *     *

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.


HERFF JONES: S&P Assigns Preliminary 'B+' CCR; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Herff Jones Inc. a
preliminary corporate credit rating of 'B+'.  The outlook is
stable.

At the same time, S&P assigned both the company's proposed
$550 million senior secured term loan and $150 million senior
secured revolver a preliminary issue-level rating of 'BB-' with a
preliminary recovery rating of '2', indicating S&P's expectation
for substantial (70%-90%) recovery for lenders in the event of
default of payment.

The 'B+' preliminary corporate credit rating reflects Herff Jones'
leadership position, albeit in fragmented and competitive markets,
as well as the company's aggressive financial profile.  S&P views
the company's business risk profile as "weak" due to its
acquisitive growth strategy and integration risks of recent large
acquisitions.  S&P views Herff Jones' financial risk profile as
"aggressive" based on the company's lease-adjusted debt-to-EBITDA
ratio, which is consistent with the indicative ratio between 4x
and 5x that S&P associates with an "aggressive" financial risk
profile.  Pro-forma for the acquisition and debt transaction,
lease-adjusted leverage is approximately 4.5x and EBITDA interest
coverage is 4x, based on preliminary results for the 12-month
period ended April 30, 2013.  S&P views the company's management
and governance as "fair."

Herff Jones is an employee-owned firm that publishes school
yearbooks and manufactures and sells school class rings along with
other graduation-related merchandise, together known as "school
affinity products."  The company is also a leader in providing
cheerleading products and services, and also provides
instructional materials for the education market.  Herff Jones
sells its products through a network of approximately 1,000 sales
representatives and has relationships with over 40,000 K-12
schools and universities.  BSN Sports is the largest distributor
of sports apparel and equipment in the U.S., serving more than
100,000 high schools, colleges, camps and youth organizations.

The proposed acquisition of BSN will create a firm with a
diversified product portfolio that has significant reach across
the K-12 and college markets.  However, despite this product
diversity, a major portion of the company's revenues and EBITDA
are seasonal and highly dependent on the North American academic
cycle.  Despite S&P's forecast of 2.5% GDP growth in 2013 and 3.2%
in 2014, it views the tentative economy as a threat to the school
affinity products and sports apparel businesses due to their
discretionary nature and the potential for school budgetary
constraints.


HIGH PLAINS: Robert Coates Replaces Bill Edwards as Director
------------------------------------------------------------
Bill Edwards resigned as a director of High Plains Gas, Inc., in
order to devote more time to his other business pursuits.  Mr.
Edwards did not have any disagreement with the Company or its
management with respect to any financial matter or otherwise.

On April 22, 2013, the Company's Board of Directors voted to
appoint Robert S. Coates to the Board of Directors to fill the
vacancy created by Mr. Edwards' resignation.

Mr. Coates brings more than 35 years of combined management
experience in the fields of oil and gas operations, field
operations, construction, and environmental projects.  After
receiving is BS in Geology in 1975 from Marietta College,
Marietta, Ohio, Mr. Coates began his career in the oil and gas
business in southern Illinois.  Mr. Coates held positions with
Halliburton Services and various independent Oil & Gas operators
and consulted in the Appalachian and Illinois basins through the
mid 80's.  Mr. Coates worked on several hundred wells looking
after production, drilling and completion activities, well
location sighting, drilling permit applications, water management,
installation of infrastructure including pipelines and tie-ins.
After the demise of the oil & gas industry in the mid 80's, Mr.
Coates held several management positions in the Environmental
Remediation business and heavy general construction business.  He
was Operations Manager and Field Services Manager for Laidlaw
Environmental Services, Senior Project Manager for Envirite
Corporation, Plymouth Meeting, PA; Project Manager, Project
Engineer and Project Coordinator for Interstate Industrial
Corporation/Interstate Environmental Services in Clifton, New
Jersey he worked on the successful development and completion of
several high-profile projects for the NYCDOS, The New York Racing
Association, Airside Site Redevelopment Project at JFK
International Airport; and three mid to high-rise building
construction projects along the Hudson River in Jersey City, and
Hoboken, New Jersey.  Mr. Coates returned to the oil & gas
business again in 2002 in the Powder River Basin Coal Bed Methane
play.  Since late 2003, Mr. Coates has been managing environmental
remediation projects for URS Corporation in PA, CT and NY states
while further developing work and drilling and production
methodologies for the Powder River Basin.  Mr. Coates' talents in
project management; environmental, permitting, construction,
business development and previous oil & gas experience are
valuable assets that will serve the corporation well.

                        New Accounting Firm

High Plains Gas, Inc., engaged the firm of D'Arelli Pruzansky,
P.A., Certified Public Accounts, to serve as its independent
registered public accountants for the fiscal year ending Dec. 31,
2012.  The decision to engage new accountants was recommended and
approved by the Company's Board of Directors.  During the two most
recent fiscal years and the subesequent interim period, the
Company's new independent accountant, D'Arelli Pruzansky, P.A.,
has not been engaged by the Company as either the principal
accountant to audit the Company's financial statements or as a
consultant to the Company.

                         About High Plains

Houston, Texas-based High Plains Gas, Inc., is a provider of goods
and services to regional end markets serving the energy industry.
It produces natural gas in the Powder River Basin located in
Northeast Wyoming.  It provides construction and repair and
maintenance services primarily to the energy and energy related
industries mainly located in Wyoming and North Dakota.

The Company reported a net loss of $57.48 million on
$17.15 million of revenues for 2011, compared with a net loss of
$5.48 million on $2.61 million of revenues for 2010.  The
Company's balance sheet at June 30, 2012, showed $10.26 million in
total assets, $40.42 million in total liabilities, and a $30.16
million total stockholders' deficit.

Eide Bailly LLP, in Greenwood Village, Colorado, issued a "going
concern" qualification on the financial statements for the year
ending Dec. 31 2011, citing significant operating losses which
raised substantial doubt about High Plains Gas' ability to
continue as a going concern.


HIGHWAY TECHNOLOGIES: Retains Hilco to Manage Asset Disposition
---------------------------------------------------------------
Hilco Trading, LLC on June 7 disclosed that two of its business
units, Hilco Industrial and, Hilco Asset Protection, have been
retained by Highway Technologies, Inc.  Hilco Industrial has been
engaged to manage the disposition of machinery, equipment and
various other assets and Hilco Asset Protection has been engaged
to provide security services following the company's May 22, 2013
voluntary chapter 11 bankruptcy filing and decision to wind down
the business.

Houston-based Highway Technologies was one of the largest traffic
safety companies in the United States and a national leader that
provided temporary and permanent roadway traffic management and
safety services, including pavement marking installations,
permanent installations of highway guardrails, barrier walls and
signage, and traffic control services for special events.  The
company also rented a wide range of traffic management equipment.

As preparations for an asset sale are being made by a team from
Hilco Industrial, security services are being provided by Hilco
Asset Protection at Highway Technologies facilities in Houston,
Fort Worth and Austin, Texas, as well as 29 other locations in
Arizona, California, Colorado, Florida, Illinois, Louisiana,
Minnesota, Missouri, Montana, Nevada, New Jersey, Oregon and
Texas.

According to Michael Gilligan, Vice President of Hilco Asset
Protection, "The relatively abrupt nature of the bankruptcy filing
and shuttering of operations left millions of dollars of assets
domiciled across the U.S. vulnerable.  Excellent cooperation
between the company and its advisors made it possible for Hilco,
the only asset disposition company with a proprietary, internal
asset protection group, to quickly formulate a comprehensive,
nationwide security plan and position specially-trained security
personnel where needed within hours."

According to Robert Levy, a Partner with Hilco Industrial, the
asset disposition process is in full swing.  Hilco, along with
Imperial Capital, has already begun the process of marketing and
contacting and negotiating with buyers who are interested in (i)
taking over branch (s) as a full turnkey operation and (ii) taking
all of the assets at a particular branch or various branches. Levy
added, "The nature of the assets to be sold should evoke a great
deal of interest from industry competitors as well as governmental
agencies seeking to augment or update their existing inventories
of traffic management and systems and equipment."

Each branch houses a variety of traffic safety products, including
solar arrows and message boards, barrier walls and guard rails,
light towers, speed awareness signs, portable traffic signals,
generators, trailers and more.  A large fleet of vehicles
including striping and pickup trucks is also divided among the
locations.

Organizations interested in purchasing a branch or a group of
assets (assets are currently offered in bulk quantities) can find
more information and request to be contacted by visiting
http://www.hilcoind.com/HighwayTechnologies

                    About Hilco Trading, LLC

Headquartered in Northbrook, Illinois, Hilco Trading, LLC --
http://www.hilcotrading.com-- is a privately-held, diversified
financial and operational services firm whose principal competency
is understanding and maximizing the value of business assets,
including consumer and industrial inventory; machinery and
equipment; real estate; retail; accounts receivable; intellectual
property; and, going-concern enterprises.  Through 500
professionals operating on five continents, Hilco helps companies
and their professional advisors assess asset value, maximize value
of these assets through asset monetization solutions, and enhance
value through advisory and consulting solutions.  Hilco
Industrial, LLC and Hilco Asset Protection, LLC are business units
of Hilco Trading LLC, specializing in machinery and equipment
disposition and asset protection and security services

                 About Highway Technologies Inc.

In business for more than 30 years of experience prior to its
bankruptcy filing, Highway Technologies was one of the largest
traffic safety companies in the United States.  Services included
temporary and permanent roadway traffic management and safety
systems, including pavement marking installations, permanent
installations of highway guardrails, barrier walls and signage,
and traffic control services for special events, including the
Democratic and Republican National Conventions, the Super Bowl,
the Lollapalooza Music Festival and Ironman competitions.  In
addition, the Company offered a complete line of rental products
including traffic control devices, trucks, signage and related and
equipment.  Prior to its bankruptcy filing, the Company operated
from 32 locations in 13 states, including Arizona, California,
Colorado, Florida, Illinois, Louisiana, Minnesota, Missouri,
Montana, Nevada, New Jersey, Oregon and Texas.

                    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: Two Directors Elected to Board
---------------------------------------------
Horizon Lines, Inc., held its Annual Meeting of Shareholders on
June 6, 2013.  At the meeting, shareholders elected each of Martin
Tuchman and Samuel A. Woodward to serve a three-year term on the
Company's Board.  The shareholders also approved an amendment to
the Company's Restated Certificate of Incorporation to increase
the number of authorized shares of common stock of the Company
from 100,000,000 to 150,000,000.  Further, the shareholders
ratified the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for fiscal 2013.
Finally, shareholders approved, on an advisory basis, the
Company's executive compensation program for its named executive
officers.

                       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.


HOWREY LLP: New Lawsuits Target 2 European Firms, Ex-Partners
-------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the trustee for
folded law firm Howrey LLP launched three more lawsuits seeking to
claw back payments to former partners and unfinished business
profits earned by their new firms, targeting European firms Hoyng
Monegier LLP and SJ Berwin LLP.

According to the report, the suits are the latest blitz of
unfinished business and clawback claims filed in California
bankruptcy court by Howrey's liquidation trustee, Allan B. Diamond
of Diamond McCarthy LLP.

One complaint takes aim at Hoyng Monegier and Joris Van Manen, one
of 12 Howrey attorneys who left the firm, the report said.

                        About Howrey LLP

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

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

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

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

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

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


HOWREY LLP: Creditors Stake Claim to Profits From IP Client
-----------------------------------------------------------
Gavin Broady of BankruptcyLaw360 reported that unsecured creditors
of folded law firm Howrey LLP launched a bid in California to
recover unfinished-business profits from a lucrative intellectual
property client that three former Howrey partners took to Dewey &
Leboeuf LLP after the firm's collapse.

According to the report, the official committee of unsecured
creditors says former Howrey partners Henry Bunsow, Denise De Mory
and Brian Smith, now of Bunsow De Mory Smith & Allison LLP, owe
the estate for profits earned by Dewey and Bunsow from
communications and information technology company Harris Corp.

                        About Howrey LLP

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

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

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

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

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

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


HOVNANIAN ENTERPRISES: Posts $1.3 Million Net Income in Q2
----------------------------------------------------------
Hovnanian Enterprises, Inc., reported net income of $1.31 million
on $422.99 million of total revenues for the three months ended
April 30, 2013, as compared with net income of $1.80 million on
$341.69 million of total revenues for the three months ended
April 30, 2012.

For the six months ended April 30, 2013, the Company reported a
$9.99 million net loss on $781.21 million of total revenues, as
compared with a net loss of $16.46 million on $611.29 million of
total revenues for the same period a year ago.

The Company's balance sheet at April 30, 2013, showed $1.61
billion in total assets, $2.09 billion in total liabilities and a
$478.52 million totla deficit.

"Throughout the spring selling season, our communities experienced
strong demand for new homes.  We reported 10.3 net contracts per
active selling community for the second quarter of fiscal 2013,
which is the highest net contracts per community we have reported
for any quarter since the fourth quarter of 2005," said Ara K.
Hovnanian, chairman of the Board, president and chief executive
officer.  "We raised home prices in many of our communities across
the country, which have more than offset any increases in labor or
material costs we have experienced to date.  The combination of
our improved homebuilding gross margin, improving sales pace and
the resultant operating leverage that we have gained on our
interest and SG&A costs, further increases our confidence that we
should be profitable for fiscal 2013, assuming that market
conditions remain stable and excluding any expenses related to
early retirement of debt," concluded Mr. Hovnanian.

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

                        http://is.gd/P3OzHC

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

                           *     *     *

As reported by the TCR on April 25, 2013, Standard & Poor's
Ratings Services said it raised its corporate credit rating on
Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.  "The upgrade
reflects strengthening operating performance supported by the
broader recovery in the housing market that, we believe, should
support modest profitability in 2013," said Standard & Poor's
credit analyst George Skoufis.

In the Dec. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed the ratings for Hovnanian Enterprises, Inc. (NYSE: HOV),
including the company's Issuer Default Rating (IDR), at 'CCC'.
The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity.  The rating additionally reflects the
company's liquidity position, substantial debt and high leverage.

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

Moody's said in April 2012 that the Caa2 corporate family rating
reflects Hovnanian's elevated debt leverage weak gross margins,
continued operating losses, negative cash flow generation, and
Moody's expectation that the conditions in the homebuilding
industry over the next one to two yeas will provide limited
opportunities for improvement in the company's operating and
financial metrics.  In addition, the ratings consider Hovnanian's
negative net worth position, which Moody's anticipates will be
further weakened by continuing operating losses and impairment
charges.  As a result, adjusted debt leverage, currently standing
at 149%, is likely to increase further.


HMX ACQUISITION: Unit's Chapter 11 Case Dismissed
-------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York entered an order dismissing the
Chapter 11 case of Quartet Real Estate, LLC, a debtor affiliate of
HMX Acquisition Corp.

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct. 19, 2012.  Two days later, affiliates HMX,
LLC, Quartet Real Estate, LLC, and HMX, DTC Co. filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos.
12-14327 to 12-14329).  Judge Allan L. Gropper presides over the
cases.

Based in New York, the Debtors are leading American designers,
manufacturers, licensors, and licensees of men's and women's
business and leisure apparel.  The Debtors are the largest
manufacturer and marketer of U.S.-made men's tailored clothing,
with an attractive portfolio of owned and licensed brands sold
primarily through upscale department stores, specialty stores, and
boutiques.  As of Oct. 12, 2012, the Debtors had consolidated
assets of $153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.

Leonard, Street and Deinard Professional Association, in
Minneapolis, Minnesota, represents the Committee as lead counsel.
ASK LLP, in New York, represents the Committee as local counsel.

On Dec. 20, 2012, the Bankruptcy Court approved the sale of
substantially all of the Debtors' assets to Authentic Brands
Group LLC.  The sale closed the following day.  As of that date,
the Debtors ceased all operations and terminated all of their
remaining employees.  The remaining assets of the Debtors' estates
are comprised of (1) the remaining proceeds from the sale in the
amount of $10.4 million, after the pay down of the DIP Facility,
indebtedness owed to the Prepetition Lender, and certain other
parties in accordance with the Sale Order, and (2) causes of
action.


IDERA PHARMACEUTICALS: Pillar Pharma Owns 19% as of May 7
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Pillar Pharmaceuticals I, L.P., and its
affiliates disclosed that, as of May 7, 2013, they beneficially
owned 9,024,079 shares of common stock of Idera Pharmaceuticals,
Inc., representing 19.9 percent of the shares outstanding.  A copy
of the regulatory filing is available at http://is.gd/NNdd0c

                     About Idera Pharmaceuticals

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

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

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

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


IGPS COMPANY: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: IGPS Company LLC
        225 E. Robinson Street, Suite 200
        Orlando, FL 32801

Bankruptcy Case No.: 13-11459

Chapter 11 Petition Date: June 4, 2013

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: L. John N. Bird, Esq.
                  FOX ROTHSCHILD, LLP
                  919 North Market Street, 16th Floor
                  Wilmington, DE 19801
                  Tel: (302) 622-4263
                  Fax: (302) 656-8920
                  E-mail: jbird@foxrothschild.com

                         - and ?

                  Jeffrey M. Schlerf
                  FOX ROTHSCHILD, LLP
                  Citizens Bank Center, Suite 1300
                  919 North Market Street
                  P.O. Box 2323
                  Wilmington, DE 19899-2323
                  Tel: (302) 654-7444
                  Fax: (302) 656-8920
                  E-mail: jschlerf@foxrothschild.com

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

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

The petition was signed by Walter Myers, vice president of
finance.

Debtor?s List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Schoeller Arca Sys, Inc.           Trade Debt           $5,478,789
5202 Old Orchard Road, Suite 110
Skokie, IL 60077

Ryder Integrated Logistics         Trade Debt           $4,739,552
13599 Park Vista Boulevard
Fort Worth, TX 76177

Belacon Pallet Services            Trade Debt           $4,324,594
225 E. Robinson Street, Suite 545
Orlando, FL 32801

Akin Gump Strauss Hauer & Feld     Professional Fees      $976,386
Dept. 7247-6838
Philadelphia, PA 19170

International Appraisal Company    Professional Fees      $403,820
110 Pleasant Avenue
Upper Saddle River, NJ 07458

Wal-Mart Stores, Inc.              Trade Debt             $371,429
1301 Se 10th Street
Bentonville, AR 72716

Growth Squared Consulting, LLC     Advertising            $327,634
1001 Connecticut Avenue, NW, Suite 620
Washington, DC 20036

Perkins Coie                       Professional Fees      $286,090
1201 Third Avenue, Suite 4800
Seattle, WA 98101

Arnold & Porter, LLP               Professional Fees      $282,659
P.O. Box 37116
Baltimore, MD 21297

MWW Group, Inc.                    Professional Fees      $270,344
P.O. Box 5483
New York, NY 10087

Fastenal Company                   Manufacturing          $227,696
                                   Supplier

Costco                             Trade Debt             $101,946

Advantage Sales & Marketing        Professional Fees       $99,520

Texas State Comptroller            Sales/Other Taxes       $93,000

Burns Group                        Advertising             $79,914

Microsoft Licensing GP             Licenses                $73,362

BB&T ? J. Rolfe Davis              Insurance               $70,514

Debevoise & Plimpton, LLP          Professional Fees       $59,900

IFCO Systems                       Trade Debt              $58,493

Venture Research, Inc.             Trade Debt              $53,010

EPC Solutions                      Trade Debt              $44,984

Rehrig Pacific Company             Trade Debt              $40,399

E. ALlora, LLC                     Professional Fees       $37,863

Save-A-Lot, Ltd.                   Trade Debt              $36,574

APS & Sons Trucking                Trade Debt              $34,204

Phil Prain Consulting              Professional Fees       $30,289

Grantek Systems Integration        Professional Fees       $29,985

Dickinson Wright                   Professional Fees       $27,632

Hall Stonebriar Three Associates,  Trade Debt              $24,407
Ltd.

The Corr Group                     Trade Debt              $21,834


INFUSYSTEM HOLDINGS: BDO USA Replaces Deloitte as Accountants
-------------------------------------------------------------
The Audit Committee of the Board of Directors of InfuSystem
Holdings, Inc., approved the dismissal of Deloitte & Touche LLP as
the Company's independent registered public accountant effective
as of June 3, 2013.

Deloitte's audit reports on the Company's consolidated financial
statements for the fiscal 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 that Deloitte's report for 2011
included a going concern uncertainty explanatory paragraph.

In addition, the Company is not required to have, nor did the
Company engage Deloitte to perform, an audit of its internal
control over financial reporting.  Deloitte's audits included
consideration of internal control over financial reporting as a
basis for designing audit procedures that were appropriate in the
circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the Company's internal control over financial
reporting.  Accordingly, Deloitte expressed no such opinion.

The Company's management performed an assessment of the
effectiveness of its internal control over financial reporting as
of Dec. 31, 2012, and 2011 utilizing the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework.  The objective of
this assessment was to determine whether the Company's internal
control over financial reporting was effective.

On June 3, 2013, the Audit Committee approved the appointment of
BDO USA LLP as the Company's new independent registered public
accounting firm, effective immediately, to perform independent
audit services for the fiscal year ending Dec. 31, 2013.  During
the fiscal years ended Dec. 31, 2011, and 2012 and in the
subsequent interim periods through June 3, 2013, neither the
Company, nor anyone on its behalf, consulted BDO.


                     About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
as compared with a net loss of $45.44 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $76.22 million
in total assets, $35.70 million in total liabilities and
$40.52 million in total stockholders' equity.


INNOVATION VENTURES: Moody's Changes Ratings Outlook to Negative
----------------------------------------------------------------
Moody's affirmed Innovation Ventures, LLC's B2 corporate family
rating and SGL-2 but revised the outlook to negative from stable.

Ratings Rationale:

The negative outlook reflects a weakening of Innovation's credit
profile due to declining sales combined with large shareholder
distributions over the last two quarters. The lost sales resulted
from negative media reports concerning the possible health risks
of its "5 Hour Energy" product, the loss of an important retailer,
lower sales at certain other retailers, and the impact of
counterfeit product on sales. Furthermore, dividends paid out to
owners were significant in early 2013, reducing the large cash
cushion that was in place at the end of 2012. Failure to stabilize
sales declines could lead to a downgrade despite still healthy
margins and positive cash flow (before dividends).

Innovation's B2 corporate family rating continues to reflect its
strong profit margins, good cash flow, leading market share
(albeit in a narrow category) and still modest leverage of under 2
times. However, these positives are offset by material weaknesses
that include declining sales, aggressive debt financed returns to
owners, a limited operating history, high reputational and
business risk with narrow product offerings, weak corporate
governance and uncertainty concerning the sustainability of the
company's only major product -- 5 Hour Energy. Five Hour Energy,
which is sold in several flavors and strengths, is effectively
Innovation's only significant product. The company is in the early
stages of new product launches but the success of these
initiatives remains to be seen.

Liquidity remains good despite the payout to shareholders of the
cash cushion that had been raised by a 2012 bond offering.
Liquidity is supported by good cash flows, a recently established
$25 million revolving credit facility, and the absence of any
significant debt maturities until 2019.

The following ratings were affirmed:

Corporate Family Rating at B2

Probability of Default at B2-PD

$450 million Secured Notes due 2019 at B2

Speculative Grade Liquidity rating at SGL-2

The ratings could be downgraded if the company fails to stabilize
declining sales, or makes additional large shareholder returns.
Furthermore, negative trends in the energy shots category
including ongoing negative press that continues to pressure sales
could lead to a downgrade. Quantitatively, ratings could be
lowered if RCF/net debt remains below 8%, EBITA margins fall below
30% or if debt to EBITDA is sustained above 2 times.

The ratings are unlikely to be upgraded in the near term. The
outlook could be stabilized if sales stabilize and aggressive
shareholder returns are curtailed. To achieve an upgrade the
company would need to improve its geographic and product
diversification, sustain solid earnings growth, maintain healthy
profitability, consistently generate positive free cash flow and
demonstrate management commitment to a prudent financial policy.

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

Innovation Ventures, headquartered in Farmington Hills, Michigan,
is the manufacturer of 5-hour ENERGY, the leading energy shot
brand in the United States.


JAMES RIVER: Registers 24.6 Million Common Shares
-------------------------------------------------
James River Coal Company said in a regulatory filing that funds
managed by Clutterbuck, funds managed by GLG, funds managed by
Columbia Management, et al., are offering for sale for their own
account, up to 24,652,200 shares of the Company's common stock,
$0.01 par value per share, issuable upon the conversion of an
aggregate principal amount of $123,261,000 of the Company's 10.00
percent convertible senior notes due 2018.  The Notes are
convertible into shares of the Company's common stock at an
initial conversion rate of 200 shares per $1,000 in original
principal amount of Notes, which is equal to an initial conversion
price of $5.00 per share upon the occurrence of certain events
specified in the indenture relating to the Notes.

James River will not receive any proceeds from the sale of the
shares of common stock issuable upon conversion of the Notes.

The Company's common stock is listed on The Nasdaq National Market
under the symbol "JRCC."  On June 5, 2013, the last sales price of
the Company's common stock as reported on the Nasdaq National
Market was $2.66 per share.

A copy of the Form S-3 prospectus is available for free at:

                        http://is.gd/oCdebY

                         About James River

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

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

                           *     *     *

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

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

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


JARDEN CORP: New $250MM Senior Notes Offer Gets Moody's B1 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Jarden's
proposed $250 million senior subordinated convertible notes, while
at the same time upgrading Jarden's other subordinated notes to B1
from B2. The Ba3 Corporate Family Rating was affirmed. The ratings
outlook is stable.

Proceeds from this offering will be used for general corporate
purposes. "But we think Jarden will look to use the proceeds to
fund future strategic acquisitions," said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service. This offering will
temporarily increase Jarden's debt to EBITDA beyond the 5.5 times
level Moody's established for the current rating level (5.6 times
pro forma). However, Moody's expects leverage to fall below 5.5
times by the end of 2013 due to earnings growth and modest debt
repayments. "If leverage is maintained above 5.5 times and Jarden
uses the proceeds from this offering to fund a shareholder return
instead of acquisitions, the ratings could be pressured," noted
Cassidy.

The existing subordinated notes were upgraded to B1 from B2 due to
the greater preponderance of subordinated debt in Jarden's capital
structure and the additional loss absorption the subordinated debt
provides in the event of a default

Rating assigned:

Senior subordinated convertible notes at B1 (LGD 5, 78%);

Ratings affirmed/assessments revised:

Corporate Family Rating at Ba3;

Probability of default rating at Ba3-PD;

$925 million Term Loan A due March 2016 at Ba1 (LGD 2, 19% from
17%);

$650 million Term Loan B due March 2018 at Ba1 (LGD 2, 19% from
17%);

$250 million revolving credit facility expiring March 2016 at Ba1
(LGD 2, 19% from 17%);

$300 million senior unsecured notes due November 2022 Ba3 (LGD 3,
46% from 48%);

Speculative grade liquidity rating at SGL-1;

Ratings upgraded:

$650 million senior subordinated notes due May 2017 to B1 (LGD 5,
78%) from B2 (LGD 5, 81%);

$458 million senior subordinated notes due January 2020 to B1 (LGD
5, 78%) from B2 (LGD 5, 81%);

$500 million senior subordinated convertible notes due September
2018 to B1 (LGD 5, 78%) from B2 (LGD 5, 81%);

Rating Rationale:

Jarden's Ba3 Corporate Family Rating reflects its significant
scale at almost $7 billion of revenue, its leading market position
in various niche branded consumer products, diverse product
portfolio, broad geographic diversification, and its very good
liquidity profile. However, the Corporate Family Rating also
reflects Jarden's propensity to increase shareholder returns
despite having high financial leverage at over 5.5 times pro forma
and its acquisitive nature. The rating is further constrained by
the uncertainty in discretionary consumer spending for low and
middle income consumers, high gas prices and by Jarden's exposure
to Europe where about 20% of revenue is generated.

The stable outlook reflects Moody's view that Jarden will maintain
a very good liquidity profile and sustain financial leverage,
measured as debt to EBITDA, between 4.5 and 5.5 times.

A material debt funded acquisition/shareholder return combined
with the following credit metrics could prompt a downgrade: 1)
debt to EBITDA sustained over 5.5 times (currently 5.6 times pro
forma), 2) mid-single digit EBITA margins (presently around 10%),
and 3) low single digit free cash flow to debt (now around 6%).

An upgrade is not likely in the near term because of Jarden's
aggressive financial policies. Over the long term, an upgrade
could occur if Jarden moderates its shareholder oriented strategy
and its credit metrics significantly improve. For example, debt to
EBITDA would need to be maintained under 4 times and EBITA margins
sustained in the double digits.

The methodologies used in this rating were Global Consumer
Durables published in October 2010, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Jarden operates in three primary business segments through a
number of well recognized brands, including: Outdoor Solutions:
Abu Garcia, Aero, Berkley, Campingaz and Coleman, ExOfficio,
Fenwick, Gulp!, Invicta, K2, Marker, Marmot, Mitchell, Penn,
Rawlings, Shakespeare, Stearns, Stren, Trilene, V”lkl and Zoot;
Consumer Solutions: Bionaire, Breville, Crock-Pot, FoodSaver,
Health o meter, Holmes, Mr. Coffee, Oster, Patton, Rival, Seal-a-
Meal, Sunbeam, VillaWare and White Mountain; and Branded
Consumables: Ball, Bee, Bernardin, Bicycle, Billy Boy, Crawford,
Diamond, Dicon, Fiona, First Alert, First Essentials, Hoyle, Kerr,
Lehigh, Lifoam, Lillo, Loew Cornell, Mapa, NUK, Pine Mountain,
Quickie, Spontex and Tigex. The company reported net sales of
approximately $6.9 billion for the twelve months ended March 31,
2013.


JARDEN CORP: S&P Rates $250MM Convertible Notes 'B'
---------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Rye, N.Y.-
based diversified consumer products provider Jarden Corp.'s
proposed $250 million senior subordinated convertible notes due
2019, issued under Rule 144A without registration rights.  S&P
rated the new subordinated notes 'B' (two notches below S&P's
'BB-' corporate credit rating on the company) with a recovery
rating of '6', indicating expectations of negligible (0% to 10%)
recovery in the event of a payment default.  Jarden has indicated
that it will use the net proceeds from the proposed note offering
for general corporate purposes.  Jarden had nearly $3.9 billion of
debt outstanding as of March 31, 2013.

"The 'BB-' corporate credit rating on Jarden reflects our
assessment of its business risk profile as "fair" and financial
risk profile as "aggressive."  Key credit factors in our business
risk assessment include Jarden's diversified business portfolio,
well-recognized brand names, good market positions in numerous
household product categories, and participation in several highly
competitive businesses.  We considered Jarden's leveraged
financial profile, strong liquidity, and active acquisition
strategy in our financial risk assessment.  We believe credit
measures will remain close to current levels following the
issuance of the proposed notes, and within the indicative ratio
ranges for an aggressive financial risk profile, which include
leverage, as measured by the ratio of adjusted debt to EBITDA, of
4x to 5x, and funds from operations (FFO) to adjusted debt of 12%
to 20%.  For the 12 months ended March 31, 2013, we estimate
leverage (pro forma for the proposed notes issuance and recent
debt repayment) will increase to about 4.9x, from 4.8x, and FFO to
adjusted debt will remain above 12%," S&P said.

RATINGS LIST

Jarden Corp.
Corporate credit rating                 BB-/Stable/--

Ratings Assigned
Jarden Corp.
Subordinated
  $250 mil. convertible notes            B
    Recovery rating                      6


KEMET CORP: Incurs $82.2 Million Net Loss in 2012
-------------------------------------------------
KEMET Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$82.18 million on $842.95 million of net sales for the fiscal year
ended March 31, 2013, as compared with net income of $6.69 million
on $984.83 million of net sales for the year ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $911.59
million in total assets, $634.67 million in total liabilities and
$276.91 million in total stockholders' equity.

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

                        http://is.gd/lXyXNX

                            About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

                            *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1
from B2 and the Probability of Default Rating to Caa1-PD from B2-
PD based on Moody's expectation that KEMET's liquidity will be
pressured by maturing liabilities and negative free cash flow due
to the interest burden and continued operating losses at the Film
and Electrolytic segment.

KEMET carries a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.


LAZARD GROUP: Moody's Affirms Ba2 CFR; Changes Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family Rating
and Ba2 senior unsecured rating of Lazard Group LLC. Moody's also
assigned prospective ratings to Lazard's most recent shelf
registration. The shelf was rated (P)Ba2 for senior unsecured
obligations and (P)Ba3 for subordinated obligations. The rating
outlook for Lazard was changed to stable from positive.

Ratings Rationale:

Moody's stated that the affirmation of Lazard's Ba2 CFR and senior
unsecured rating reflect its strong financial advisory franchise
focused on global M&A and restructuring practices, as well as its
success in increasing the percentage of revenues from its asset
management segment. The firm's restructuring practice typically
provides some counter-cyclical revenue diversification to the
natural cyclicality of the Lazard's M&A revenues. Moody's also
considers Lazard's simple balance sheet and its non-usage of
capital to win strategic advisory mandates as positive credit
attributes compared to its larger investment banking peers. The
firm's credit profile also benefits from a significant level of
balance sheet cash.

However, Lazard's cash flow leverage has increased substantially
since Moody's outlook was changed to positive in October 2011. The
company's Debt/EBITDA is relatively high at 4.5X and 4.7x at FY
2012 and Q1 2013, respectively, compared to 3.0x for FY 2011. This
has resulted from the company incurring large restructuring
charges over that past several years as it has attempted to align
its already burdensome cost structure with a weaker revenue
environment. The firm continues to have lower profit margins
compared to its peers, and its operating profitability has been
volatile.

Lazard has again embarked on an expense reduction plan as a way to
better align its cost structure with the reality of a lower
transaction volumes for M&A and restructuring advisory. The
restructuring charges incurred during Q4 2012 to reduce costs,
primarily through headcount reductions, may improve the company's
operating profitability over the next several quarters. However,
the company faces substantial execution risk in reducing its
compensation and non-compensation expenses without negatively
affecting its revenue generation capability. This uncertainty is
captured in the outlook change to stable from positive. Additional
negative rating pressure could develop if Lazard's significant
balance sheet cash was materially reduced without a commensurate
reduction in debt.

For the first quarter ended on March 31, 2013, Lazard reported
$401 million in net revenue and $18 million in net earnings.


LEHMAN BROTHERS: Securities Customer Claims Distribution Ongoing
----------------------------------------------------------------
James W. Giddens, Trustee for the liquidation of Lehman Brothers
Inc. (LBI) under the Securities Investor Protection Act (SIPA),
disclosed that additional distributions to former securities
customers began on June 7 and will continue until all securities
customer claims are 100 percent fulfilled.  When this additional
distribution is complete, distributions from the LBI estate will
stand as the largest return of property in history to former
customers of a broker-dealer following a bankruptcy and
liquidation proceeding.

The distributions are made possible by settlements negotiated by
the Trustee with Lehman Brothers Holdings Inc. (LBHI) and Lehman
Brothers International (Europe) (LBIE), which are now effective.

"The system to protect customer property worked, and that is good
news for the former Lehman customers caught up in the bankruptcy
who will now get all their property back," Mr. Giddens said.  "We
have overcome enormous complexities and unprecedented legal
challenges to meet the goal of 100 percent distribution to
customers.  We are grateful to the Securities Investor Protection
Corporation and the Securities and Exchange Commission for their
assistance, and to Judge James Peck for his continued oversight.
As we finish additional customer distributions, we remain focused
on maximizing assets for the general estate and clearing the way
for distributions to general creditors."

In the weeks immediately after Lehman's bankruptcy, 110,000 retail
customers were made whole with more than $92 billion in
distributions.  When current distributions to affiliate,
institutional, hedge fund and other customers are completed, more
than $100 billion will have been distributed to LBI customers.

The success of the Trustee in marshaling assets will also pave the
way for future distributions from the general estate to general
creditors, including former employees, pension funds,
institutions, banks, and Lehman affiliates.  The process of
analyzing, objecting to, settling, and otherwise resolving the
more than 12,000 filed general creditor claims is well advanced.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

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


LEVEL 3: Charles Miller Now a Non-Employee Member of Board
----------------------------------------------------------
Level 3 Communications, Inc., determined that effective June 7,
2013, its Executive Vice President and Vice Chairman, Charles C.
Miller, III, who is a named executive officer and a member of the
Company's Board of Directors, while continuing as a member of the
Board, will no longer be an employee of the Company or any of its
subsidiaries.  Mr. Miller will be considered a non-independent,
non-employee member of the Board.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 incurred a net loss of $422 million in 2012, a net loss of
$756 million in 2011, and a $622 net loss in 2010.  The Company's
balance sheet at March 31, 2013, showed $12.88 billion in total
assets, $11.77 billion in total liabilities and $1.10 billion in
total stockholders' equity.

                           *     *     *

In October 2012, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.  LVLT's ratings recognize, in
part, the de-leveraging of the company's balance sheet resulting
from its acquisition of Global Crossing Limited (GLBC).

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LIFECARE HOLDINGS: Says US Can't Freeze Funds From Carlyle Deal
---------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that LifeCare
Holdings Inc. urged a Delaware bankruptcy judge to ignore the
federal government's attempt to block proceeds from the hospital
chain's $320 million sale to Carlyle Group LP from being paid,
arguing the U.S. is wrong about who actually owns the money.

According to the report, LifeCare closed the sale on May 31, two
months after U.S. Bankruptcy Judge Kevin Gross gave it the green
light over the government's objection that the credit bid from the
private equity firm leaves the estate unable to pay $24 million in
taxes.

                           About LifeCare

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

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

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

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

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

The lenders provided $25 million in secured financing for the
Chapter 11 case.

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


LIGHTSQUARED INC: Bankruptcy Judge Advances Exit Financing
----------------------------------------------------------
Joseph Checkler writing for Dow Jones' DBR Small Cap reports that
a judge on Thursday said LightSquared could move forward with
bankruptcy-exit financing from Jefferies & Co., allowing the
company and its top equity holder, Philip Falcone's Harbinger
Capital Partners, to pay fees related to Jefferies's loan.

                    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.


LUCID INC: Appoints Investment Veteran to Board
-----------------------------------------------
The Board of Directors for Lucid, Inc., appointed Paul S. Stuka as
a member of the Board, increasing the number of Board members from
six to seven.  The Board also appointed Mr. Stuka to the Audit
Committee.

Mr. Stuka, 58, has served as Managing Member of Osiris Partners,
LLC, an investment adviser, and is a 30 year investment industry
veteran.  Prior to founding Osiris in 2000, he served as a
Managing Director of Longwood Partners LP, managing small cap
institutional accounts.  From 1995 until 1997, Mr. Stuka served as
a Senior Vice President and portfolio manager of the Market
Neutral Growth Fund and Mid Cap Growth Funds at State Street
Research & Management Company.  From 1986 to 1994, he served as
General Partner of Stuka Associates, an investment management
firm.  Mr. Stuka began his career in 1980 as an Analyst at
Fidelity Management & Research Company, where he was an analyst
for various industries including healthcare, energy, and
transportation, and was an assistant portfolio manager on three
mutual funds.  In 1984, he became the original manager of the
Fidelity OTC Fund.  Since August 2011, Mr. Stuka has been an
Independent & Non-Executive Director of InspireMD, Inc., also
serving on their Nominating, Compensation and Audit Committees.

                         About Lucid Inc.

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices that assist physicians in the early detection of disease.
The Company's VivaScope(R) platform produces rapid noninvasive,
high-resolution cellular images for subsequent diagnostic review
by physicians, pathologists and other diagnostic readers.

As reported in the TCR on April 9, 2012, Deloitte & Touche LLP, in
Rochester, New York, expressed substantial doubt about Lucid's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that of the Company's recurring losses from
operations, deficit in equity, and projected need to raise
additional capital to fund operations.

The Company's balance sheet at March 31, 2013, showed $1.72
million in total assets, $10.41 million in total liabilities and a
$8.69 million total stockholders' deficit.


MARINA DISTRICT: Moody's Changes Outlook on B2 CFR to Negative
--------------------------------------------------------------
Moody's Investors Service revised Marina District Finance Company,
Inc.'s rating outlook to negative from stable. The company's
ratings were affirmed. MDFC has a B2 Corporate Family Rating and
B2-PD Probability of Default Rating. The company's senior secured
notes are also rated B2.

MDFC is a wholly-owned subsidiary of Marina District Development
Company, LLC. Marina District Development Company, LLC owns and
operates the Borgata Hotel Spa & Casino, including The Water Club
Hotel at Borgata in Atlantic City, NJ. MDFC generated
approximately $675 million of net revenue for the 12-month period
ended March 31, 2013.

The change in the ratings outlook to negative from stable
considers Moody's view that the Atlantic City, NJ gaming market
will continue to experience declines in gaming revenue. Although
Borgata has outperformed its competitors in that market -- its
gaming revenue declines have been less than the overall market --
Moody's believes it could be difficult for MDFC to achieve and
maintain debt/EBITDA below 6 times and EBITDA less CAPEX/interest
expense at or above 1.25 times, the targeted levels needed for
MDFC to maintain a B2 Corporate Family Rating.

MDFC's debt/EBITDA for the latest 12-month period ended March 31,
2013 was over 7.0 times while EBITDA less CAPEX/Interest was only
about 1.1 times. While these credit statistics include the
negative impact of Hurricane Sandy, and would be better excluding
the impact of this one-time event, the impact from Hurricane Sandy
has reduced MDFC's flexibility to absorb further declines in
gaming revenue (from either general market demand conditions or
further one-time events) at the B2 rating level. Without
improvement in leverage and coverage, MDFC -- a single asset
casino owner in a declining market -- could also find it difficult
and/or expensive to refinance its $398 million 9.5% senior secured
notes that mature in October 2015.

Further earnings declines could also put MDFC at risk with respect
to covenant compliance. MDFC has already amended the minimum
EBITDA covenant requirement several times with the latest
amendment occurring in December 2012. The company is now required
to maintain EBITDA of at least $110 million to remain in
compliance with this covenant.

MDFC's ratings could be lowered if: (1) Borgata continues to
experience monthly gaming revenue declines and the company is
unable to stabilize it revenues and earnings during the next two
quarters; (2) it appears that the company will have difficulty
refinancing its $398 million 9.5% senior secured notes that mature
in October 2015; and/or (3) MDFC loses access to its liquidity
facility for any reason. MDFC's rating outlook could be revised
back to stable if it appears that the company will experience
enough of a sustainable earnings improvement to bring debt/EBITDA
down towards 6.0 times and continue to generate some level of
positive free cash flow.

Ratings affirmed and LGD assessments revised:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$398 million 9.5% senior secured notes due 2015 at B2 (LGD 4, 53%
from 50%)

$393.5 million 9.875% senior secured notes due 2018 at B2 (LGD 4,
53% from 50%)

Ratings Rationale:

MDFC's B2 Corporate Family Rating considers the risks associated
with the company's single asset profile and Atlantic City
location, particularly given the company's high leverage. Further
constraining the rating is Moody's concerns regarding when/if
Atlantic City and Borgata's gaming revenues will stabilize.

Positive rating consideration is given to the quality and
popularity of the Borgata, a factor that continues to distinguish
the casino property from other casinos in Atlantic City. The
company has maintained its number one market position in Atlantic
City with respect to gaming revenue since 2005, approximately two
years after it opened. Also considered is that despite MDFC's high
leverage, Moody's expects the company will remain modestly free
cash flow positive.

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.


MAMILOVE LLC: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: Mamilove, LLC
        4540 Nelson Brogdon Blvd.
        Buford, GA 30518

Bankruptcy Case No.: 13-62189

Chapter 11 Petition Date: June 3, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  LAMBERTH, CIFELLI, STOKES ELLIS & NASON
                  Ste 550, 3343 Peachtree Rd., NE
                  Atlanta, GA 30326
                  Tel: (404) 262-7373
                  E-mail: gfn@lcsenlaw.com

Scheduled Assets: $3,250,030

Scheduled Liabilities: $1,608,904

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Gwinnett County Tax       2012 property          $20,024
Commission                taxes
PO Box 372
Lawrenceville, GA 30046

The petition was signed by Michele Reymond, member.


MEDIA GENERAL: To Merge with Young Broadcasting
-----------------------------------------------
Media General, Inc., and privately held New Young Broadcasting
Holding Co., Inc., both local broadcast television and digital
media companies, announced a definitive agreement to combine the
two companies in an all-stock merger transaction.  The new company
will retain the Media General name and will remain headquartered
in Richmond, VA.

Media General owns 18 network-affiliated stations, and Young owns
or operates 12 network-affiliated stations.  The combination will
create a company with 30 stations operating in 27 markets,
reaching 16.5 million, or 14 percent, of U.S. TV households.  On a
pro forma basis, 2012 revenues were $605 million, including
approximately $115 million of political revenues.

The new company will have a strong balance sheet, including
significant tax carryover net operating losses that will survive
the merger, and an enhanced credit profile, creating opportunities
to refinance existing debt at a significantly lower cost of
capital.  The merger will be accretive to free cash flow in the
first full year.  The companies have identified $25-30 million of
operating and financing synergies.

The balance of network affiliations will include CBS (11), NBC
(9), ABC (7) Fox (1), CW (1) and MNT (1).  Sixteen of the 30
stations are located in the Top 75 DMAs.  The new company will be
more geographically diverse and will have a presence in more
markets that generate strong political revenues.  Its increased
size will enhance its ability to participate in retransmission
revenue growth, share growth of national and digital advertising,
and syndicated programming purchasing.

Stewart Bryan III, chairman of Media General, said, "The business
combination of Media General and Young is a transformational event
that will benefit shareholders, employees and the communities we
serve.  The combination provides immediate accretion to free cash
flow, a strong balance sheet, the opportunity to refinance debt at
a much lower cost and attractive synergies.  Young's management
and its owners share Media General's commitment to quality local
journalism and to operating top-rated TV stations, making this
merger a unique and compelling combination with significant growth
potential.  I have agreed to vote all of my shares to unwind Media
General's dual-class stock structure and to approve the
transaction.  I look forward to benefiting as a continuing long-
term shareholder in the new Media General."

Thomas J. Sullivan, executive chairman of New Young Broadcasting,
said, "This merger is compelling on many levels and will create a
company with valuable strategic assets, significant financial
resources and a deep team of talented and experienced personnel.
Together, these two great companies will be even better positioned
to prosper in today's competitive media environment.  I look
forward to joining the Media General Board of Directors and
working with my new colleagues."

George L. Mahoney, president and chief executive officer of Media
General, who will retain that role following the merger, said, "We
are thrilled to join forces with the Young team and add its great
collection of stations and digital assets to ours.  I'm very
excited about the wonderful opportunities that lie ahead for the
new Media General.  Our stations and Young's have earned excellent
reputations as leading local content providers.  In working with
the Young management and owners over the past several months, it's
clear that we share strong values for customer focus and
innovation and a commitment to harnessing the future in an age of
rapid change.  The new Media General will have a highly
competitive broadcasting platform and a strong digital focus,
particularly for mobile platforms.  We see opportunities for
organic growth and other expansion.  We expect to take advantage
of attractive debt markets and refinance our total debt
outstanding at a much lower interest rate.  We anticipate a
seamless integration of operations and the ability to take
advantage quickly of our new operating and financing synergies, to
realize the benefits inherent in our combination.  We believe the
new Media General has outstanding prospects for increasing
shareholder value."

Deborah McDermott, chief executive officer of New Young
Broadcasting, said, "This is an exciting day for Young
Broadcasting.  We're delighted to find an outstanding strategic
business partner in Media General, with its strong stations and
digital platforms in attractive markets.  Our companies share a
commitment to quality broadcasting.  Combining our two companies
creates opportunities for profitable growth that neither company
would be capable of achieving on its own.  We look forward to
working with the Media General team and to realizing the
tremendous potential of this merger, including attractive near-
term growth opportunities."

Under the merger agreement, Media General will reclassify each
outstanding share of its Class A and Class B common stock into one
share of a newly created class of Media General common stock,
which will be entitled to elect all of Media General's directors.
No additional consideration will be paid to the Class B
shareholders for giving up their right to directly elect 70
percent of Media General's directors.  Media General will issue
approximately 60.2 million shares of the new Media General common
stock to Young's shareholders.  The estimated total shares
outstanding after closing is 89.1 million.  Media General's pro
forma ownership split will be approximately 32.5 percent Media
General shareholders and 67.5 percent Young shareholders.  The new
Media General common stock will be listed on the NYSE and trade
under the symbol MEG, subject to NYSE approval of the listing of
the new shares.

Media General's 2011/2012 average revenues were $320 million and
Young's were $219 million.  Media General's 2011/2012 average
adjusted EBITDA was $90 million and Young's was $77 million.
These adjusted EBITDA amounts have been normalized for
acquisitions, dispositions and certain non-recurring, one-time and
other items agreed upon by both parties.  Broadcast financial
results in even-numbered years include political revenues and
Olympics advertising, and odd-numbered years mostly reflect the
absence of those revenues.  The broadcast industry, therefore,
typically assesses a company's performance based on a two-year
average of its financial results, which takes into account this
biennial effect of political and Olympics revenues.

As of March 31, 2013, Media General's outstanding debt was $601
million, and Young's was $164 million.  The new Media General
intends to pursue a total debt refinancing of approximately $900
million, reflecting the total debt outstanding of both companies,
call premiums on various debt issuances, a $50 million cash
contribution to Media General's qualified pension plan, and
transaction fees and expenses.  If it is able to complete the
refinancing, which is subject to debt market conditions at the
time of refinancing, Media General believes that its pro forma
interest expense following the refinancing would be approximately
$50 million per year.

Following closing, the initial Board of Directors will consist of
14 directors, including Media General's current nine directors and
Young's current five directors.  Mr. Bryan will serve as the
initial chairman.  At the 2014 Annual Shareholders' Meeting, the
size of the Board will be reduced to 11 directors and consist of
five of the current Media General directors (to include the
current chairman, vice chairman and president/CEO plus two others
as designated by the Nominating Committee), the five former Young
directors, and one additional director selected by the Nominating
Committee.  The Nominating Committee will consist of five
directors, including three former Young directors and two current
Media General directors.

The transaction has been unanimously approved by the Media General
Board of Directors and the Young Board of Directors.  It also has
received the necessary approval of Young's shareholders.  The
transaction is subject to the approval of Media General Class A
shareholders and Class B shareholders, the Federal Communications
Commission, clearance under the Hart-Scott-Rodino antitrust act,
and customary third-party consents.  The D. Tennant Bryan Media
Trust, which holds 85 percent of the company's Class B shares, has
agreed to vote in favor of the transaction. Media General will
convene a special shareholders' meeting to vote on the
transaction.  The time, location and other details regarding this
meeting will be communicated to shareholders at a later date.
Media General will file a proxy statement with the SEC regarding
the transaction.  The proxy statement will include detailed
financial and other information about Young and its business.  The
transaction is expected to close in the late third or early fourth
quarter of this year.

RBC Capital Markets, LLC and Fried, Frank, Harris, Shriver &
Jacobson LLP are advising Media General.  Stephens Inc. and
Gibson, Dunn & Crutcher LLP are advising the independent members
of the Board of Directors of Media General, and Stephens delivered
a fairness opinion to the full Media General Board of Directors.
Wells Fargo Securities, LLC and Debevoise & Plimpton LLP are
advising Young Broadcasting.

                  Letter Agreement with Berkshire

Berkshire Hathaway Inc. and Mr. Buffett, who may be deemed to
control Berkshire, entered into a letter agreement, dated June 5,
2013, relating to (1) the shareholders agreement, dated as of
May 24, 2012, and (2) the registration rights agreement, dated as
of May 24, 2012.  The Equity Letter Agreement provides that the
parties agree to terminate the Shareholders Agreement and the
Registration Agreement as of the effective time of the Combination
Merger.  In addition, the parties agreed that Berkshire would
receive, as consideration for its Class A Common Stock in the
Reclassification Merger, newly created Voting Common Stock of MEG
to the extent necessary to ensure that, immediately following the
Combination Effective Time, Berkshire and any of its affiliates
will hold no more than 4.99 percent of the then outstanding Voting
Common Stock of MEG and would receive any other consideration in
respect of the Reclassification Merger as newly created Non-Voting
Common Stock of MEG.  A copy of the Letter Agreement is available
at http://is.gd/m8EBRB

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company incurred a net loss of $193.41 million in for the year
ended Dec. 31, 2012, a net loss of $74.32 million for the year
ended Dec. 25, 2011, and a net loss of $22.63 million for the
fiscal year ended Dec. 26, 2010.  The Company's balance sheet at
March 31, 2013, showed $734.70 million in total assets, $926.43
million in total liabilities, and a $191.73 million total
stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.

In the Oct. 10, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its rating on Richmond, Va.-based Media
General Inc. to 'B-' from 'CCC+' and removed it from CreditWatch,
where it was placed with positive implications on May 18, 2012.

"The corporate credit rating on Media General is based on our
expectation that the company will be able to maintain adequate
liquidity despite its very high leverage," noted Standard & Poor's
credit analyst Jeanne Shoesmith.


MEDICURE INC: Ernst & Young Replaces KPMG as Accountants
--------------------------------------------------------
The Audit Committee of Medicure Inc. has determined to dismiss
KPMG LLP as the Company's independent registered public accounting
firm effective May 31, 2013.

The reports of KPMG on the Company's consolidated financial
statements as of and for the years ended May 31, 2012, and 2011
did not contain an adverse opinion or a disclaimer of opinion, and
were not qualified or modified as to uncertainty, audit scope or
accounting principles.

During the years ended May 31, 2012, and 2011, there were no (a)
disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to KPMG's
satisfaction, would have caused KPMG to make reference to the
subject matter thereof in connection with its reports for those
years; or (b) reportable events, as described under Item
304(a)(1)(v) of Regulation S-K.

Contemporaneous with the determination to dismiss KPMG, the Audit
Committee engaged Ernst & Young LLP as the Company's independent
registered public accounting firm for the year ended May 31, 2013.

During the years ended May 31, 2012, and 2011 and the period
through May 31, 2013, the Company did not consult with Ernst &
Young LLP regarding any of the matters or events set forth in Item
304(a)(2) of Regulation S-K.

                         About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

KPMG LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended May 31, 2012.  The independent auditors noted
that the Company has experienced operating losses and has
accumulated a deficit of $123,303,052 that raises substantial
doubt about its ability to continue as a going concern.

Medicure reported net income of C$23.38 million for the year ended
May 31, 2012, in comparison with a net loss of C$1.63 million
during the prior fiscal year.  For the nine months ended Feb. 28,
2013, the Company incurred a net loss of C$1.86 million on C$1.83
million of net product sales, as compared with net income of
C$24.24 million on C$4.42 million of net product sales for the
nine months ended Feb. 29, 2012.  The Company's balance sheet at
Feb. 28, 2013, showed C$3.61 million in total assets, C$7.33
million in total liabilities and a C$3.72 million total
deficiency.


MERITAS SCHOOLS: S&P Rates $245MM Sr. Sec. Credit Facilities 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Meritas Schools Holdings LLC.  The outlook is
stable.

At the same time, S&P assigned the company's proposed $245 million
senior secured credit facilities (comprised of a $215 million term
loan and a $30 million revolver) an issue-level rating of 'B-',
with a 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 'B-' corporate credit rating reflects Standard & Poor's
expectation that the company will have modest growth in revenue
and EBITDA.  However, S&P expects that positive discretionary cash
flow will continue to be limited due to high capital expenditures,
and as a result, any reduction in current high leverage levels may
be slow.  The company has continued to invest in expansionary
projects for its existing schools, resulting in negative
discretionary cash flow over the last two fiscal years (ended June
2011 and 2012).  For fiscal 2013, S&P expects discretionary cash
flow to be breakeven to slightly negative as the company will
likely maintain a high level of capital expenditures.  The
proposed refinancing does provide Meritas with additional
flexibility as the company's interest burden is expected to be
reduced by about three percentage points to approximately 6.75%,
and the required annual amortization is expected to be 1%, down
from 10% under the existing term loan.

S&P views Meritas' business risk profile as "weak," because of its
relatively small size, the highly discretionary nature of private
education, and the fact that about one-half of revenues come from
schools in Sunbelt states, which remain under economic pressure
since the 2008-2009 recession.  Despite the discretionary nature
of the product, the company experienced only a 2% decline in
enrollment during the recession.  Meritas' financial profile is
"highly leveraged" because of its high debt-to-EBITDA ratio, an
acquisitive growth strategy, elevated capital spending, and
historically narrow covenant headroom.  S&P's management and
governance assessment is "fair."

Meritas operates 10 private schools in five states, and in
Switzerland, China, and Mexico.  With roughly half of revenue
coming from the Sunbelt region in the U.S. and about 40% of
revenues coming from Switzerland, the company exhibits
concentration risks as well as a relative lack of critical mass.
Moreover, EBITDA is disproportionately skewed to its school in
Switzerland.  Competition comes primarily from private schools in
local markets and is compounded by economic uncertainty.  Despite
our forecast of 2.5% GDP growth in 2013, S&P views the tentative
economy as a threat to private school enrollments as families may
opt for less expensive alternatives.  S&P expects the Leman
Manhattan Preparatory school to accomplish a slow recovery in
revenue and cash flow over the next two to three years as Meritas'
marketing efforts and facility upgrades take hold and that the
school should generate improving enrollment trends.  S&P do not
expect that Leman Manhattan will require additional shortfall
funding from Meritas beyond the $25 million from the proceeds of
the proposed facility.


MF GLOBAL: Customers May Recover 94 Cents on Dollar
---------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reported that MF Global
Inc.'s former customers should get 94 cents on the dollar as
disputes including a lawsuit against directors and officers delay
the potential for full recovery, the failed brokerage's trustee
said.

According to the report, most customers have already recovered 89
percent of what they were owed, trustee James Giddens said in a
report covering his progress from Dec. 5 to June 4 in overseeing
the brokerage's wind-down. Giddens sees the potential for 94 cents
following the completion of settlements with MF Global's U.K. unit
and JPMorgan Chase & Co., according to the report filed in U.S.
Bankruptcy Court in Manhattan.

The report related that customers may recover as much as 96
percent following the settlement with JPMorgan, Giddens said. He
previously projected customers would get 93 cents on the dollar.
"The trustee's goal and aspiration remains to return as close to
100 percent of allowed net equity claims as possible for customer
property while maximizing value for all creditors," Giddens said.

A pending lawsuit against the company's former management,
including former New Jersey Governor and Goldman Sachs Group Inc.
Co-ChairmanJon Corzine, will affect the size and timing of further
distributions, Giddens said, the report noted.

The case, in which Giddens is cooperating with class action
plaintiffs, has consolidated lawsuits in multiple districts under
Judge Victor Marrero in the Southern District of New York, the
report said. Mediation under retired judge Daniel Weinstein, which
began in February, is "progressing," and has been extended to June
24, Giddens said.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MF GLOBAL: Ends Bankruptcy as Trustee Freeh Steps Down
------------------------------------------------------
Aaron Lucchetti, writing for The Wall Street Journal, reported
that MF Global Holdings Ltd. bankruptcy trustee Louis Freeh said
he was wrapping up his duties on the closely followed case.

According to the report, in a statement, Mr. Freeh said he would
"conclude his official duties as trustee, transferring those
responsibilities to the newly appointed board of directors" that
includes three people: Nader Tavakoli, Richard Katz and Daniel
Ehrmann.

The move was effective "immediately," according to the statement,
the report said.

WSJ related that with the bankruptcy court approving a plan of
liquidation of the company in April, Mr. Freeh said, "I am
confident the liquidation process can be effectively administered
to the satisfaction of the creditors."

The case, in which more than $1 billion in customer money had
initially been misplaced after the firm's October 2011 bankruptcy,
has been winding down since Mr. Freeh and two other bankruptcy
administrators working on the case reached an agreement late last
year about how the remaining assets would be handled, the report
recalled.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MILESTONE SCIENTIFIC: Baker Tilly is New Accounting Firm
--------------------------------------------------------
Milestone Scientific Inc.'s independent registered public
accounting firm, Holtz Rubenstein Reminick LLP combined its
practice with Baker Tilly Virchow Krause, LLP, effective 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, was engaged
as the Company's independent registered public accounting firm.
The Company's Audit Committee was notified of the Merger and the
effective resignation of HRR and approved the engagement of Baker
Tilly.

The reports of HRR on the financial statements of the Company for
the years ended Dec. 31, 2011, and 2012 contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle.
In connection with its audits of the years ended Dec. 31, 2011,
and 2012 and reviews of the Company's financial statements through
June 1, 2013, there were no disagreements with HRR on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

During the two most recent fiscal years and through June 1, 2013,
the Company has not consulted with Baker Tilly on any matter.

                    About Milestone Scientific

Livingston, N.J.-based Milestone Scientific Inc. is engaged in
pioneering proprietary, innovative, computer-controlled injection
technologies and solutions for the medical and dental markets.

As reported in the TCR on March 22, 2013, Holtz Rubenstein
Reminick LLP, in New York, N.Y., expressed substantial doubt about
Milestone Scientific's ability to continue as a going concern,
citing the Company's recurring losses from operations since
inception.

The Company's balance sheet at March 31, 2013, showed $5.8 million
in total assets, $3.4 million in total liabilities, and
stockholders' equity of $2.4 million.


MILLENNIUM PLAZA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Millennium Plaza, LLC
        3307 Highway 76
        Branson, MO 65616

Bankruptcy Case No.: 13-60906

Chapter 11 Petition Date: June 3, 2013

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Ronald S. Weiss, Esq.
                  BERMAN DELEVE KUCHAN & CHAPMAN
                  1100 Main Street, Suite 2850
                  Kansas City, MO 64105
                  Tel: (816) 471-5900
                  Fax: (816) 842-9955
                  E-mail: rweiss@bdkc.com

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

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

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

The petition was signed by David Harrar, president.


MORGANS HOTEL: Major Creditor Supports Possible Sale
----------------------------------------------------
Morgans Hotel Group Co. said on June 4 that its slate of director
nominees intends to initiate a process to explore strategic
alternatives, including a sale of the Company, upon re-election at
the Company's Annual Meeting of Stockholders on June 14, 2013.
The announcement was made in response to feedback from the
Company's stockholders and the recent receipt of unsolicited
expressions of interest to acquire the Company from five potential
strategic buyers.

In response, on June 4, 2013, Ronald W. Burkle released the
following statement:

"We read with great interest the announcement by Morgans Hotel
Group that its slate of director nominees intends to initiate a
process to explore strategic alternatives, including a sale of the
Company.  As the major creditor of Morgans and the holder of
certain key consent rights due to financing we provided to the
Company many years ago, we want to express our support for the
Company's slate in pursuing this effort.  We believe the
litigation with the OTK Group will prevent any reasonable deal
from closing including the one Yucaipa currently has executed with
the Company.  In addition, we note that we do not plan to be a
bidder for the Company.  Lastly, we note that we do not believe
OTK is qualified to run such a process and believe that their
election to the Board at the June 14th Shareholder meeting would
lead to continued uncertainty and animosity and detract from and
actually deter any effort to maximize value for all shareholders."

Mr. Burkle and his affiliates disclosed that, as of June 4, 2013,
they beneficially owned 12,522,367 shares of common stock of
Morgans Hotel Group Co. representing 27.9 percent of the shares
outstanding.

                      About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.

The Company's balance sheet at March 31, 2013, showed $583.62
million in total assets, $731.82 million in total liabilities,
$6.32 million in redeemable noncontrolling interest of
discontinued operations and a $154.52 million total deficit.


MOUNTAIN NATIONAL BANK: FDIC to Act as Receiver
-----------------------------------------------
Mountain National Bank, Sevierville, Tennessee, was closed by the
Office of the Comptroller of the Currency, which appointed the
Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with First Tennessee Bank, National
Association, Memphis, Tennessee, to assume all of the deposits of
Mountain National Bank.

The 12 former branches of Mountain National Bank will reopen as
branches of First Tennessee Bank, National Association during
their normal business hours.  Depositors of Mountain National Bank
will automatically become depositors of First Tennessee Bank,
National Association.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Mountain National Bank
should continue to use their current branch until they receive
notice from First Tennessee Bank, National Association that
systems conversions have been completed to allow full-service
banking at all branches of First Tennessee Bank, National
Association.

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

As of March 31, 2013, Mountain National Bank had approximately
$437.3 million in total assets and $373.4 million in total
deposits.  In addition to assuming all of the deposits of the
failed bank, First Tennessee Bank, National Association agreed to
purchase essentially all of the failed bank's assets.

The FDIC estimates that cost to the Deposit Insurance Fund will be
$33.5 million.  Compared to other alternatives, First Tennessee
Bank, National Association's acquisition was the least costly
resolution for the FDIC's DIF.  Mountain National Bank is the 16th
FDIC-insured institution to fail in the nation this year, and the
first in Tennessee.  The last FDIC-insured institution closed in
the state was The Farmers Bank of Lynchburg, on June 15, 2012.


MPG OFFICE: Brookfield CEO Says Merger Transaction Still on Track
-----------------------------------------------------------------
At the National Association of Real Estate Investment Trusts' REIT
Week 2013 conference held on June 5, 2013, Dennis Friedrich, chief
executive officer of Brookfield Office Properties Inc., provided
an update regarding the consolidation of Brookfield with MPG
Office Trust, Inc.  According to Mr. Friedrich, they are moving to
commence the tender offer for the issued and outstanding shares of
the 7.625 percent Series A Cumulative Redeemable Preferred Stock
of MPG Office within the next week or so.

"We're really very excited about the transaction; we think it
makes a lot of strategic sense for us.  We have been in the
marketplace since 2006; we see a lot of positive trends to
Downtown LA," Mr. Friedrich said.

MPG Office Trust has entered into a definitive merger agreement
pursuant to which a newly formed fund controlled by Brookfield
will acquire the Company.  Under the terms of the merger
agreement, the holders of MPG's common shares will receive $3.15
per share in cash at the closing of the merger.  The per share
price represents a 21 percent premium to MPG's closing share price
of $2.60 on April 24, 2013.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  The
Company's balance sheet at March 31, 2013, showed $1.45 billion in
total assets, $1.98 billion in total liabilities, and a $530.56
million total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities. If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders. While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks. In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency."


NATIONAL FINANCIAL: Moody's Assigns B3 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating and a B3-PD probability of default rating to National
Financial Partners Corp. (NYSE: NFP).

Moody's also assigned ratings to credit facilities and notes being
issued by NFP to help fund a leveraged buyout of the company
sponsored by Madison Dearborn Partners.

The proposed buyout, which gives NFP an enterprise value of
approximately $1.4 billion, is subject to shareholder approval and
other customary conditions, and is expected to close within the
next few weeks. The rating outlook for NFP is stable.

Ratings Rationale:

Moody's said NFP's ratings reflect its expertise and favorable
market position in insurance brokerage, particularly providing
employee benefit plans to mid-sized businesses. NFP also offers an
array of products and services to high net worth individuals and
independent financial advisors. NFP's business is well diversified
across three complementary segments, across clients, and across
its network of offices spanning the US, Puerto Rico and Canada.
These strengths are tempered by the expected high financial
leverage and moderate interest coverage following the leveraged
buyout. Additionally, Moody's expects that NFP will continue to
pursue a combination of organic revenue growth and acquisitions,
the latter giving rise to integration and contingent risks.

NFP's three segments are the Corporate Client Group (brokerage of
employee benefits, and to a lesser extent executive benefits and
property & casualty insurance, for middle market businesses), the
Individual Client Group (life insurance brokerage and wealth
management solutions for high net worth individuals) and the
Advisor Services Group (broker-dealer and asset management
products and services for independent financial advisors). The
company is engaged in a "One NFP" strategy to better coordinate
delivery of products and services across the three segments. One
component of the strategy is to buy out existing management
contracts with various business units, whereby NFP acquires a
greater economic interest in the cash flows of those units.

"NFP is taking on substantial debt to help fund the buyout," said
Bruce Ballentine, Moody's lead analyst for NFP. The rating agency
estimates that NFP's debt-to-EBITDA ratio will be in the range of
6.5x-7x when the transaction closes. "We believe the One NFP
strategy will help the company sustain or strengthen its EBITDA
margins and reduce financial leverage over the next couple of
years," said Ballentine.

NFP's proposed financing arrangement includes a $135 million
senior secured revolving credit facility (rated B1, expected to be
undrawn at closing), a $716 million senior secured term loan
(rated B1) and $337 million of senior unsecured notes (rated
Caa2). Other funding sources include sponsor-contributed and
management rollover equity plus a modest amount of cash on hand.
Proceeds will be used to purchase all of NFP's outstanding common
stock, repay its existing debt (including settlement of its
existing convertible notes and related hedges and warrants) and
pay related fees and expenses.

Factors that could lead to an upgrade of NFP's ratings include:
(i) adjusted debt-to-EBITDA ratio below 5.5x, (ii) adjusted
(EBITDA - capex) coverage of interest consistently exceeding 2x,
and (iii) adjusted free-cash-flow-to-debt ratio consistently
exceeding 5%.

Factors that could lead to a rating downgrade include: (i)
adjusted debt-to-EBITDA ratio above 8x, (ii) adjusted (EBITDA -
capex) coverage of interest below 1.2x, or (iii) adjusted free-
cash-flow-to-debt ratio below 2%.

Moody's has assigned the following ratings (and loss given default
(LGD) assessments) to NFP:

Corporate family rating B3;

Probability of default rating B3-PD;

$135 million senior secured revolving credit facility B1 (LGD3,
32%);

$716 million senior secured term loan B1 (LGD3, 32%);

$337 million senior unsecured notes Caa2 (LGD5, 86%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 2012. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Based in New York City, NFP is a leading provider of benefits,
insurance and wealth management services to middle market
companies, high net worth individuals and independent financial
advisors. The company generated revenue of $1.1 billion for the 12
months through March 2013.


NAVISTAR INTERNATIONAL: To Release Second Quarter Results Today
---------------------------------------------------------------
Navistar International Corporation will present via live web cast
its fiscal 2013 second quarter financial results today, June 10th.
A live web cast is scheduled at approximately 4:30 PM Eastern.
Speakers on the web cast will include Troy Clarke, president and
chief executive officer; Jack Allen, executive vice president and
chief operating officer, A. J. Cederoth, executive vice president
and chief financial officer, and other company leaders.

The web cast can be accessed through a link on the investor
relations page of Company's web site at:

      http://www.navistar.com/navistar/investors/webcasts

Investors are advised to log on to the Web site at least 15
minutes prior to the start of the web cast to allow sufficient
time for downloading any necessary software.  The web cast will be
available for replay at the same address approximately three hours
following its conclusion, and will remain available for a period
of 10 days.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  The Company's balance sheet at Oct. 31, 2012, showed $9.10
billion in total assets, $12.36 billion in total liabilities and a
$3.26 billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEPHROS INC: Joseph Jacobs Held 62.1% Equity Stake at May 23
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Joseph M. Jacobs and his affiliates disclosed
that, as of May 23, 2013, they beneficially owned 18,432,221
shares of common stock of Nephros, Inc., representing 62.09
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/KUU1zs

                            About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

Rothstein Kass, in Roseland, New Jersey, expressed substantial
doubt about Nephros, Inc.'s ability to continue as a going
concern, following its audit of the Company's financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred negative cash flow from operations
and net losses since inception.

The Company's balance sheet at March 31, 2013, showed $2.7 million
in total assets, $4.4 million in total liabilities, and a
shareholders' deficit of $1.7 million.


NESBITT PORTLAND: Shouldn't Get Ch. 11 CRO, Says UST
----------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the U.S. Trustee
for a group of bankrupt Embassy Suites hotels operators asked a
California bankruptcy court to reject the companies' application
to appoint a chief restructuring officer, saying a CRO would have
"unfettered discretion" and represents a clear conflict of
interest.

According to the report, Brian D. Fittipaldi, trial attorney for
the U.S. Trustee of Nesbitt Portland Property LLC and associated
companies, said the group's application to appoint Odyssey Capital
Group LLC's Grant Lyon as CRO fails to state any provision of the
bankruptcy code to justify the employment.

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as am Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NORBORD INC: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Toronto-based Norbord Inc. to positive from stable.

"We base the outlook revision on our expectations of the company's
improved cash flow generation and credit metrics in the next
year," said Standard & Poor's credit analyst Jamie Koutsoukis.

At the same time, Standard & Poor's affirmed all its ratings on
Norbord, including its 'BB-' long-term corporate credit rating on
the company.

The ratings on Norbord reflect what Standard & Poor's views as the
company's "fair" business risk profile and "aggressive" financial
risk profile.  S&P believes that Norbord's competitive advantages
are in its low-cost, highly efficient operating mills; its market
position as the third-largest North American oriented strand board
(OSB) producer; strong liquidity; and geographic diversification
to housing construction markets in the U.K. and northern Europe.
These strengths are partially offset, in S&P's opinion, by
Norbord's exposure to the cyclical U.S. housing construction
market, its aggressively leveraged capital structure, and its
exposure to commodity-type product with little to no pricing
power.

As the second-largest OSB producer in the world, Norbord has an
annual capacity of more than 5 billion square feet.  The company
also produces other wood products such as particleboard and medium
density fiberboard.  Its manufacturing mills are located primarily
in North America, and about one-quarter of its capacity is in
Europe.

The positive outlook reflects S&P's expectation of improvement in
Norbord's operating cash flow generation stemming from stronger
demand for OSB products due to increasing U.S. housing
construction.  S&P expects credit metrics and cash flow generation
could improve to a level consistent with a "significant" financial
risk profile should end market demand continue to support pricing
above 2012 averages.

S&P could raise the rating on Norbord if its leverage ratio falls
below 3.5x through the cycle, which will occur if housing
construction continues to increase at a pace that sufficiently
absorbs restarting capacity, resulting in above-average commodity
OSB prices.  S&P could also raise the rating if free operating
cash flow is used to reduce leverage, or if Norbord makes
investments that result in more stable earnings and an improvement
in the firm's business risk profile.

S&P could revise the outlook back to stable if Norbord's financial
measures remained more indicative of an aggressive financial
profile (for example, if debt to EBITDA were sustained above 3.5x
or funds from operations to debt below 20%).  This could occur if
the increase in U.S. housing construction stalls or additional OSB
output from restarting mill capacity leads to an unfavorable
operating environment.


NORTH AMERICAN BREWERIES: S&P Revises Rating Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Delaware-based North American Breweries Holdings LLC to negative
from stable.  S&P also affirmed the corporate credit rating at
'B', as well as S&P's 'B+' senior secured debt rating.  The
recovery rating on the debt remains '2', indicating S&P's
expectation for substantial recovery (70%-90%, although on the
low-end of this range) in the event of a default.

On March 31, 2013, NAB had about $199 million in total debt
outstanding.

"The outlook revision reflects our assessment of NAB's diminished
covenant cushion and our view that NAB could breach its
maintenance financial covenants on its term loan if operating
performance does not improve," said Standard & Poor's credit
analyst Jean Stout.

The corporate credit rating on NAB reflects Standard & Poor's
assessment of the company's relatively small size and narrow focus
within the mature and highly competitive U.S. beer industry, and
exposure to volatile commodity costs.  S&P's ratings also reflects
credit measures that are within the indicative ratio ranges for a
"highly leveraged" financial risk profile, and S&P's assessment of
its liquidity as "less than adequate."

"We believe the company's operating weakness was the result of
distributor inventory destocking; the impact of the National
Hockey League lock-out in the 2012 fourth quarter, which continued
into January; higher payroll taxes, which impacted consumers'
disposable income in the 2013 first quarter; reduced contract
revenues as NAB's largest customer moved volume to another
supplier to optimize supply chain costs; and the closure of the
company's underperforming Sacramento alehouse.  We estimate pro
forma leverage has increased at NAB (excluding the debt at parent
company Cerveceria Costa Rica S.A.), with a ratio of adjusted
total debt to EBITDA of more than 6x for the 12 months ended March
31, 2013, as compared with our previous expectation of less than
5x," S&P said.

S&P could lower the ratings in the near-term if the company is
unable to improve operating performance and remain in compliance
with its financial covenants, or if the company is unable to
demonstrate a credible plan to improve its covenant cushion.


OCALA FUNDING: Plan Confirmation Hearing Continued Until June 14
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
continued until June 14, 2013, at 11 a.m., the hearing to consider
the confirmation of Ocala Funding LLC's Plan of Reorganization.

As reported in the Troubled Company Reporter on May 30, 2013, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, related
that the Bankruptcy Court signed in the fourth week of May 2013
making all of the findings of fact and conclusions of law
necessary for confirming the plan.  The judge couldn't approve the
plan outright because two prerequisites hadn't been met.

The report related that there hasn't been agreement as yet on the
terms governing the liquidating trust, and the trust's budget
isn't agreed.  The judge scheduled another hearing for June 14.
If the conditions by then have been satisfied, the judge said he
would sign a formal confirmation order.

Ocala filed a reorganization plan in February to implement an
agreement reached before bankruptcy with holders of almost all of
Ocala's $1.5 billion in secured and $800 million in unsecured
claims.  The plan creates a trust to prosecute lawsuits on behalf
of creditors with more than $2.5 billion in claims.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean to purchase
loans originated by TBW and selling the loans to third parties,
Freddie Mac.  In furtherance of this structure Ocala raised money
from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp.
and other financial institutions, as secured lenders through sales
of asset-backed commercial paper.  Ocala disclosed $1,747,749,787
in assets and $2,650,569,181 in liabilities as of the Chapter 11
filing.

Taylor Bean was forced to file for Chapter 11 relief (Bankr. M.D.
Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of
fraud by Taylor Bean's former CEO Lee Farkas and other employees.
Mr. Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

Ocala holds 252 mortgage loans with an unpaid balance of $42.3
million as of May 31, 2012.  The Debtor also holds five "real
estate owned" properties resulting from foreclosures.  The Debtor
also holds $22.4 million in proceeds of mortgage loans previously
owned by it that are on deposit in an account in the Debtor's name
at Regions Bank.  It also has an interest in $75 million in cash,
consisting of proceeds of mortgage loans previously owned by the
Debtor, that are in an account maintained by Bank of America, N.A.
as prepetition indenture trustee for the benefit of the
Noteholders.  The Debtor also holds a claim in the current amount
of $1.6 billion against the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over Ocala's case.  Proskauer Rose
LLP and Stichter, Riedel, Blain & Prosser, serve as Ocala's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OTELCO INC: LEG Partners Has 7.9% of Class A Shares as of May 28
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, LEG Partners Debenture SBIC, L.P., and Golub Debenture
GP, LLC, disclosed that, as of May 28, 2013, they beneficially
owned 226,666 shares of Class A common stock of Otelco Inc.
representing 7.9 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/80hevF

                        About Otelco Inc.

Oneonta, Alabama-based Otelco Inc. operates eleven rural local
exchange carriers ("RLECs") serving subscribers in north central
Alabama, central Maine, western Massachusetts, central Missouri,
western Vermont and southern West Virginia.

On March 24, 2013, the Company and each of its direct and indirect
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-
10593) in order to effectuate their prepackaged Chapter 11 plan of
reorganization -- a plan that already has been accepted by 100% of
the Company's senior lenders, as well as holders of over 96% in
dollar amount of Otelco's senior subordinated notes who cast
ballots.  Otelco's restructuring plan will strengthen the Company
by deleveraging its balance sheet and reducing its overall
indebtedness by approximately $135 million.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Partners.  The
restructuring counsel for the administrative agent for the senior
lenders is King & Spalding LLP and its financial advisor is FTI
Consulting.


PEREGRIN FIN'L: CFTC Hits US Bank with Suit Over $215MM Fraud
-------------------------------------------------------------
Daniel Wilson of BankruptcyLaw360 reported that the U.S. Commodity
Futures Trading Commission sued U.S. Bank NA in Iowa federal
court, accusing it of aiding the misappropriation of more than
$215 million in customer funds from now-bankrupt Peregrine
Financial Group Inc. by giving the company's former CEO free
access to the money.

According to the report, from 2008 until the discovery of the
embezzlement scheme in July 2012, U.S. Bank had allowed former
Peregrine CEO Russell Wasendorf Sr. to use customer funds for his
own purposes, despite a legal requirement to keep those funds
separate from personal funds.

The case is US Commodity Futures Trading Commission v. US Bank,
NA, Case No. 6:13-cv-02041 (N.D. Iowa).

                    About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PGA FLYOVER: Developer Agrees to Pay $30MM to Settle Ch. 11 Feud
----------------------------------------------------------------
Nathan Hale of BankruptcyLaw360 reported that Palm Beach real
estate developer Daniel Catalfumo has reached a settlement with
BBX Capital Asset Management LLC that would see him pay $30
million and turn over his bankrupt company, PGA Flyover Corporate
Park LLC, to end the parties' legal disputes, according to court
documents.

According to the report, Catalfumo filed a motion in Florida
bankruptcy court seeking an emergency hearing on the settlement,
which would resolve BBX's claim that he is hiding $64 million
offshore and put his company into Chapter 11 protection to avoid
paying certain fines.

                    About PGA Flyover Corporate

PGA Flyover Corporate Park LLC filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-18701) in West Palm Beach, Florida on
April 17, 2013.  Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara
& Landau, P.A., in Boca Raton, Florida, serves as counsel to the
Debtor.  The Debtor disclosed $10 million to $50 million in assets
and liabilities.

The Debtor, owner of the mixed use development known as the PGA
Professional and Design Center in Florida, filed a liquidating
plan that would satisfy 100% of its liabilities.

PGA Flyover, an entity managed and owned by Florida developer
Daniel S. Catalfumo, says it has commenced the bankruptcy case to
resolve the wasteful scorched earth litigation tactics engaged in
by BBX Capital Asset Management, LLC, the current owner of a final
judgment of $40.9 million.

The PGA Professional and Design Center is located on the Southeast
quadrant of PGA Boulevard and RCA Boulevard in Palm Beach Gardens,
an attractive location with strong development potential.

An initial Chapter 11 status conference is slated for May 6, 2013
at 1:30 p.m.


PHOENIX DEVELOPMENT: Meeting of Creditors Continued Until July 2
----------------------------------------------------------------
The U.S. Trustee for Region 21 has continued until July 2, 2013,
at 11 a.m., the meeting of creditors in the Chapter 11 case of
Phoenix Development and Land Investment, LLC.  The meeting will be
held at Athens 341(a) Meeting Room.

Phoenix Development and Land Investment, LLC, filed a Chapter 11
bankruptcy petition (Bankr. M.D. Ga. Case No. 13-30596) in Athens,
Georgia, on May 6, 2013.  The Watkinsville, Georgia-based company
disclosed total assets of $31.7 million and liabilities of
$4.31 million in its schedules.  The petition was signed by Conway
Broun as manager.  Ernest V. Harris, Esq., at Harris & Liken, LLP,
serves as the Debtor's counsel.

The Debtor owns a 45-acre property on Milledge Avenue and
Whitehall Road, in Athens, valued at $5.5 million and pledged as
collateral to a $4 million debt to SCB&T, NA.  The Debtor's
declared assets include at least $22 million in claims against
insurance companies and the Board of Regents of Georgia.


PHOENIX DEVELOPMENT: July 2 Hearing on Case Dismissal Plea
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
convene a hearing on July 2, 2013, at 2 p.m., to consider a motion
to dismiss the Chapter 11 case of Phoenix Development and Land
Investment, LLC.  Objections, if any, are due no later than
June 28.

In the Motion to Dismiss, SCB&T, N.A., asserted that the Debtor's
case was filed in bad faith; there is substantial and continuing
loss to or diminution of the estate; there is absence of a
reasonable likelihood of rehabilitation; and there is gross
mismanagement of the estate.

SCB&T also sought an injunction from re-filing for a period of 180
days to ensure that it will have an opportunity to foreclose the
Debtor's interest in a 45-acre property in Athens.

                     About Phoenix Development

Phoenix Development and Land Investment, LLC, filed a Chapter 11
bankruptcy petition (Bankr. M.D. Ga. Case No. 13-30596) in Athens,
Georgia, on May 6, 2013.  The Watkinsville, Georgia-based company
disclosed total assets of $31.7 million and liabilities of
$4.31 million in its schedules.  The petition was signed by Conway
Broun as manager.  Ernest V. Harris, Esq., at Harris & Liken, LLP,
serves as the Debtor's counsel.

The Debtor owns a 45-acre property on Milledge Avenue and
Whitehall Road, in Athens, valued at $5.5 million and pledged as
collateral to a $4 million debt to SCB&T, NA.  The Debtor's
declared assets include at least $22 million in claims against
insurance companies and the Board of Regents of Georgia.


PHYSIOTHERAPY ASSOCIATES: Moody's Cuts Corp. Family Rating to Ca
----------------------------------------------------------------
Moody's Investors Service downgraded Physiotherapy Associates
Holdings, Inc.'s Probability of Default Rating to Ca-PD/LD from
Caa3-PD and downgraded the Corporate Family Rating to Ca from
Caa3. Concurrently, the senior secured credit facilities ratings
are lowered to Caa2 from Caa1 and the senior unsecured notes
remains unchanged at Ca. The ratings remain under review for
possible downgrade.

The downgrade reflects Physiotherapy's missed May 1, 2013, $12.5
million interest payment on its $210 million senior unsecured
notes and, the subsequent failure to make the payment during the
30-day grace period, which expired on May 31, 2013. Moody's views
this as a limited default as it represents a default of only one
element of the company's capital structure.

Ratings remain under review for downgrade. Should the company
default on other elements of its debt capital, execute a
distressed exchange or pursue a formal reorganization under the
U.S. Bankruptcy Code, ratings could be downgraded further.
Additionally, ratings could be lowered further if Moody's comes to
expect the recovery values on Physiotherapy's debt instruments to
be lower than currently estimated.

The following ratings have been downgraded and remain under review
for downgrade:

Physiotherapy Associates Holdings, Inc.'s:

Corporate Family Rating to Ca from Caa3;

Probability of Default Rating to Ca-PD/LD from Caa3-PD;

$25 million senior secured revolver to Caa2 (LGD 2, 22%) from Caa1
(LGD 2, 22%);

$100 million senior secured term loan to Caa2 (LGD 2, 22%) from
Caa1 (LGD 2, 22%).

Rating remains under review:

$210 million senior unsecured notes at Ca (LGD 4, 66%).

Physiotherapy's Ca-PD/LD Probability of Default Rating and Ca
Corporate Family Rating reflect the company's very weak financial
condition, the recently missed interest payment on its senior
unsecured notes, its very weak liquidity given Moody's expectation
that the company is in technical default under its bank credit
facilities, and the high probability that the company's capital
structure is unsustainable under current circumstances.

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

Physiotherapy Associates Holdings, Inc. provides outpatient
physical therapy services, such as general orthopedics, spinal
care and neurological rehabilitation. The company also provides
orthotics and prosthetics services.


PMI GROUP: Gets Green Light to Seek Votes On Ch. 11 Plan
--------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge approved PMI Group Inc.'s disclosure statement,
allowing the mortgage insurance holding company to solicit votes
for a plan that would see it emerge from Chapter 11 as a going
concern holding up to $1.2 billion in tax assets.

According to the report, the proposed plan, which would hand
creditors $200 million in cash as well as stock in the reorganized
company, marks the light at the end of the tunnel for PMI Group,
which has been stuck in bankruptcy since November 2011.

                        About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.

The Plan provides that, generally, each holder of an allowed
secured claim will be paid in full in cash.  The Debtor did not
schedule any claims as secured claims, but notes that
approximately $129,000 in fixed amount has been asserted on an
aggregate basis in proofs of claim filed against it, all subject
to review and possible objection.


PONCE TRUST: Amended Plan Consummated, Reorganization Case Closed
-----------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida closed the Chapter 11 case of Ponce
Trust, LLC.

The Court has determined that the Debtor's Revised Third Amended
Plan of Reorganization has been fully consummated, and the
Debtor's final accounting has been approved.

As reported in the Troubled Company Reporter on Feb. 18, 2013, the
Third Amended Plan dated Dec. 14, 2012, proposes to pay creditors
from four sources: (1) cash flow received from rent revenue; (2)
the sale to C&T Charters, Inc., (3) condominium sales; and (4) the
approximately $200,000 to $250,000 New Value Contribution from the
Debtor's current equity holders.

                         About Ponce Trust

Ponce Trust LLC, the developer and owner of the luxury residential
condominium development known as 1300 Ponce, in Coral Gables,
Florida, filed for Chapter 11 bankruptcy (S.D. Fla. Case No.
12-14247) on Feb. 22, 2012.  Judge Robert A. Mark presides over
the case.  Andrea L. Rigali, Esq., Joel L. Tabas, Esq., and Mark
S. Roher, Esq., at Tabas, Freedman, Soloff, Miller & Brown, P.A.,
serve as the Debtor's counsel.  The petition was signed by Luis
Lamar, vice president and manager.

Ponce Trust sought Chapter 11 because of (a) the declining real
estate market, (b) its inability to reduce condominium prices in
response to changing market conditions, and (c) its inability, due
to circumstances beyond the Debtor's control, to renew, repay, or
refinance its secured mortgage debt owed to MUNB Loan Holdings,
LLC, which matured in 2011.

Prior to the Petition Date, MUNB initiated a foreclosure action
against the Property in the Circuit Court of the 11th Judicial
Circuit in and for Miami-Dade County, Florida.  On July 21, 2011,
the State Court entered an Order Appointing Receiver, which inter
alia appointed Jeremy S. Larkin as receiver.  Mr. Larkin is the
President of NAI Miami Commercial Real Estate Services, Worldwide.

1300 Ponce contains 125 residential condominium units.  As of the
bankruptcy filing date, the Debtor has a remaining inventory of
about 83 units and rented about 40 of those units.  The Debtor
intends to market the remaining Condominium Units for both sale
and rental.  The Debtor disclosed $22,734,532 in assets and
$46,999,376 in liabilities as of the Chapter 11 filing.

The residential condominium unit is worth $19 million.  MUNB is
owed $37.3 million.

1300 Ponce Holdings LLC, assignee of MUNB, is represented by
Carlton Fields, P.A.

The Court confirmed the Third Amended Chapter 11 Plan on Dec. 26,
2012.  Joel L. Tabas named as disbursing agent.  Status hearing
scheduled for March 14, 2013 at 2 p.m.

Under the Plan, 300 Ponce Holdings, which made an election under
11 U.S.C. Sec. 1111(b) to have one secured claim in the amount of
$38,174,090, will be paid a stream of payments equal to or greater
than its total claim from unit sales revenues and rental income.

Unsecured creditors will be paid in monthly installments over
seven years in graduated payments through the life of the Plan
starting in November 2017.

In April 2012, the U.S. Trustee said an official committee of
unsecured creditors has not been appointed.


PONTIAC, MI: Fitch Withdraws 'B-' Implied ULTGO Rating
------------------------------------------------------
Fitch Ratings has withdrawn its 'B-' implied unlimited tax general
obligation (ULTGO) rating on Pontiac, Michigan, as Fitch no longer
considers the rating to be analytically meaningful.

Fitch assigned the implied ULTGO rating in conjunction with a
rating last affirmed in December 2012 on a series of tax increment
revenue bonds issued by the city's tax increment finance authority
(TIFA), which the city subsidized. The city called the Fitch-rated
TIFA bonds on June 1, 2013, and the rating on those bonds is no
longer outstanding.


PWK TIMBERLAND: Wants to Hire Terranova & Prejean as Accountant
---------------------------------------------------------------
PWK Timberland, L.L.C, seeks permission from the U.S. Bankruptcy
Court for the Western District of Louisiana to employ Michael P.
Terranova, and Terranova & Prejean (APC) to perform necessary
accounting services under a general retainer.

Terranova & Prejean will be expected to assist the Debtor:

   -- in filing monthly reports with the U.S. Trustee's Office;

   -- in formulating a disclosure statement and plan; and

   -- in preparing tax returns and giving tax advice.

The hourly rates of the firm's personnel are:

         Partners                      $160
         Senior Staff                  $110
         Staff Accountant               $85

In a separate filing, the Court has approved the Debtor's
withdrawal of its motion to employ a certified public accountant.
The request was filed by Gerald J. Casey on behalf of the Debtor.

                        About PWK Timberland

Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11
protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013.
Gerald J. Casey, Esq., serves as counsel to the Debtor.
The Debtor disclosed $15,038,448 in assets and $1,792,957 in
liabilities as of the Chapter 11 filing.

The Debtor's Chapter 11 plan is due Sept. 18, 2013.


QUAD ENERGY: Inks Double X Property LOI with Multi-Corp Int'l
-------------------------------------------------------------
Goldman Small Cap Research, a stock market research firm focused
on the small cap and microcap sectors, has initiated research
coverage of Multi-Corp International, Inc., an emerging junior oil
and gas exploration and production company.

The Company owns 100% working interest in 2,800 acres in New
Mexico that has an abundant and favorable drilling history.  The
Cave Pool Unit and field contain 32 wells that have produced but
are currently shut-in. Combined estimated oil production is
roughly 1200 BOPD (barrels of oil per day).  Plus, the Company
just signed an LOI to purchase 100% working interests in the
Double X property from bankrupt Quad Energy, in exchange for 3
million restricted shares.  Double X consists of 1480 acres of
land holdings with 14 producible wells capable of producing 38
BOPD.  Once undisclosed conditions related to the bankruptcy are
met, the property can be delivered to MULI.  On a combined basis,
if management meets its full projections regarding the wells and
reserves potential, the Company could ultimately produce as much
as 3,400 barrels of oil (BOPD) per day.

In the Goldman Opportunity Research report on the Company, analyst
Rob Goldman outlines his investment thesis.

"In our view, MULI is an intriguing play as it is seeking to
produce oil and gas on what could be viewed as unconventional
properties with favorable history that offer great upside.  With
key inflection points such as the New Mexico go-ahead and the
meeting of bankruptcy transaction conditions around the corner,
the stock could enjoy a couple of jumps prior to the projected
commencement of production in 2H13."

To view a summary of the report or download the report in its
entirety, please visit http://www.goldmanresearch.com

Additional detail via the Goldman Small Cap Research article as
well as associated disclaimers can be accessed or downloaded in
their entirety by visiting http://www.goldmanresearch.com

                About Goldman Small Cap Research

Led by former Piper Jaffray analyst and mutual fund manager Rob
Goldman, Goldman Small Cap Research --
http://www.goldmanresearch.com-- produces small cap and micro cap
stock research reports, daily stock market blogs, and popular
investment newsletters.

              About Multi-Corp International, Inc.

Multi-Corp International, Inc. Multi-Corp International is an
Exploration and Production (E&P) company focused on delivering
superior operating and financial results by developing and
acquiring oil and gas resources initially in New Mexico and then
throughout North America, that are contributing to the country's
energy security and vital to the world's health and welfare.

The Cave Pool Unit property covers 2,800 acres located within Eddy
County, NM. It is located within the prolific Artesia Vacuum Trend
-- more specifically within the Grayburg Jackson Pool. The Artesia
Vacuum Trend play contains thirteen reservoirs with more than 1
MMBO cumulative production. Cumulative production from these 13
reservoirs was 796 MMBO as of 2000.  Depths to the top of
reservoirs range from 1290 to 4700 ft.  This is a mature play,
especially within the highly productive San Andres carbonates.
Recent development of lower permeability Grayburg sandstones in
the Grayburg Jackson reservoir during the mid-1990's has been
successful to the point of reversing production decline and is a
major focus of current and future development.

                       About Quad Energy

Quad Energy Corp. -- http://www.quadenergycorp.com-- is an
independent junior oil and gas exploration, development and
production company headquartered in Orlando, Florida.


QUANTUM FUEL: Strikes Pact to Reduce Facility Costs by $2.3MM
-------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., has signed an
amendment to an existing long-term lease agreement with regard to
its former corporate headquarters located at 17872 Cartwright
Road, Irvine, California, that pulls forward the lease expiration
date by 21 months to Jan. 31, 2014, and reduces the base rent
obligations due under the revised agreement for the remainder of
the amended lease term.  Quantum expects to realize future cost
savings of approximately $2.3 million in scheduled rent and other
obligations as a result of the Lease Amendment.  Quantum's current
corporate headquarters and primary business operations are located
at its advanced technology campus located in Lake Forest,
California, which include design and manufacture of world-leading
carbon-composite natural gas storage tanks and clean propulsion
vehicle design and system integration.

"We are pleased to have effectively addressed this significant
legacy obligation which is in line with our efforts to eliminate
underutilized facilities and control our operating costs," said
Brad Timon, chief financial officer and Treasurer of Quantum.

                         About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $61.26 million in total assets,
$47.03 million in total liabilities and a $14.22 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


RAM OF EASTERN: Wants Plan Filing Deadline Extended Thru June 20
----------------------------------------------------------------
Ram of Eastern North Carolina, LLC, asks the U.S. Bankruptcy Court
for the Eastern District of North Carolina to extend its exclusive
period to file a proposed plan of reorganization through June 20,
2013.

The Debtor filed the extension request before its current
exclusive period was set to expire last May 22.

The Debtor says it needs additional time to formulate and file its
Plan and Disclosure Statement.

The Debtor is represented by:

         George Mason Oliver
         OLIVER FRIESEN CHEEK, PLLC
         P.O. Box 1548
         New Bern, NC 28563
         Tel: (252) 633-1930
         Fax: (252) 633-1950
         E-mail: gmo@ofc-law.com

                About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


RESIDENTIAL CAPITAL: Berkshire Fights Bid for $1-Bil. Ally Payout
-----------------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that Warren Buffet's
Berkshire Hathaway Inc. objected to Residential Capital LLC and
its debtors' request for the court to approve a more than $1.1
billion payout to Ally Financial Inc., saying the payment "puts
the cart before the horse."

According to the report, the objection by one of ResCap's largest
bondholders comes two weeks after Ally agreed to pay $2.1 billion
to win peace with creditors of its former mortgage subsidiary,
bankrupt ResCap -- nearly triple the auto lender's original
settlement offer.

                    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).


RG STEEL: Wins Approval to Sell Property in W.Va. for $800,000
--------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey authorized RG Steel Wheeling LLC
to sell its real property in Wheeling, West Virginia, to a certain
John Johnson for $800,000.  The bankruptcy judge ruled that the
buyer is entitled to, among other things, the benefits and
protections afforded by Section 363(m) of the Bankruptcy Code.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture
LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No.
12-11661) on May 31, 2012.  Bankruptcy was precipitated by
liquidity shortfall and a dispute with Mountain State Carbon, LLC,
and a Severstal affiliate, that restricted the shipment of coke
used in the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RG STEEL: Sues 47 Companies to Seek Payment of More Than $3.9-Mil.
------------------------------------------------------------------
RG Steel Wheeling, LLC and three of its debtor-affiliates sued
American Metal Components L.P. and 46 other companies that
purchased steel products prior to their bankruptcy filing.

The lawsuits, which were filed separately from May 29 to June 3 in
U.S. Bankruptcy Court for the District of Delaware, seek payment
of more than $3.9 million, plus interest.

Thirty of the cases were filed by RG Steel Wheeling.  Together,
they seek payment of more than $1.48 million.

                          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.


RIVER CANYON: United Water Wants Plan Confirmation Denied
---------------------------------------------------------
United Water & Sanitation District asks the U.S. Bankruptcy Court
for the District of Colorado to deny the confirmation of River
Canyon Real Estate Investments, LLC's Chapter 11 Plan, and vacate
the continued hearing and related deadlines in relation to the
Plan.

United Water asserted that the Debtor, among other things:

   -- has not complied with the April 22, 2013, order;

   -- has no committed financing, no proof of financing, and
      incomplete draft loan documents lacking essential, basic
      loan terms;

   -- has no plan to confirm as its current plan is conditioned on
      $10 million of exit financing that remains unsatisfied,
      which in turn precludes United and the Court from yet again
      testing feasibility of the Debtor's Plan.

On April 19, 2013, the Court entered an order denying United
Water's motion to strike the Debtor's non-retained expert
testimony and United Water's objections to supplemental expert
disclosures in connection with Plan confirmation, and continuing
the hearing on plan confirmation.

Pursuant to the Debtor's Fourth Amended Plan of Reorganization
Proposed dated April 10, 2013, the Reorganized Debtor will fund
its Plan obligations with cash from operations and a $10,000,000
exit financing facility.  A copy of the Plan is available for free
at http://bankrupt.com/misc/RIVER_CANYON_4plan.pdf

                        About River Canyon

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.  River Canyon filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 12-20763) on May 23, 2012, in Denver as part of its
settlement negotiations with lender Beal Bank Nevada, and to
preserve the value of its assets.  At Beal Bank's behest, Cordes &
Company was named, effective Oct. 15, 2010, as receiver for the
643-acre real estate development with golf course in Douglas
County, Colorado.  The Debtor disclosed assets of $19.7 million
and liabilities of $45.3 million in its schedules.  The property
and golf course are estimated to be worth $11 million, and secures
a $45 million debt.  Judge Elizabeth E. Brown presides over the
case.  The Debtor is represented by Sender & Wasserman, P.C., as
its Chapter 11 counsel.  Alan Klein, Glenn Jacks, Dan Hudick, and
Bill Hudick own most of the Debtor.  Mr. Jacks, which has a 12.8%
membership interest, signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


RIVER CANYON: Taps Fuller Sotheby's as Listing Agent/Broker
-----------------------------------------------------------
River Canyon Real Estate Investments, LLC, seeks the U.S.
Bankruptcy Court for the District of Colorado's authority to
employ Fuller Sotheby's International Realty as listing agent/
broker for the sale of certain real properties.

The Debtor proposes to pay Fuller Sotheby's a commission.  Fuller
Sotheby's has not made any agreement or reached any understanding
with any other person for a division of any compensation which may
be awarded.

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

                        About River Canyon

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.  River Canyon filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 12-20763) on May 23, 2012, in Denver as part of its
settlement negotiations with lender Beal Bank Nevada, and to
preserve the value of its assets.  At Beal Bank's behest, Cordes &
Company was named, effective Oct. 15, 2010, as receiver for the
643-acre real estate development with golf course in Douglas
County, Colorado.  The Debtor disclosed assets of $19.7 million
and liabilities of $45.3 million in its schedules.  The property
and golf course are estimated to be worth $11 million, and secures
a $45 million debt.  Judge Elizabeth E. Brown presides over the
case.  The Debtor is represented by Sender & Wasserman, P.C., as
its Chapter 11 counsel.  Alan Klein, Glenn Jacks, Dan Hudick, and
Bill Hudick own most of the Debtor.  Mr. Jacks, which has a 12.8%
membership interest, signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


RIVER CANYON: Seeks a July 31 Deadline to Solicit Plan Acceptances
------------------------------------------------------------------
River Canyon Real Estate Investments, LLC, asks the Bankruptcy
Court to extend, for the third time, its time to solicit
acceptances for its proposed Plan of Reorganization until July 31,
2013.

The Debtor filed its original Plan of Reorganization on Sept. 20,
2012, and amended the Plan on Oct. 31, 2012.

The Debtor and United Water & Sanitation District filed motions
seeking to continue the confirmation hearing.  The Debtor
requested a continuance to the last week of May 2013.  United
Water requested a continuance through mid-June 2013 because its
trial attorney was not available in late May or early June.  The
Court has granted continuation of the confirmation hearing for the
week of June 17, and notified the parties that it was unlikely the
Court would rule on confirmation until sometime in July 2013.

                        About River Canyon

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.  River Canyon filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 12-20763) on May 23, 2012, in Denver as part of its
settlement negotiations with lender Beal Bank Nevada, and to
preserve the value of its assets.  At Beal Bank's behest, Cordes &
Company was named, effective Oct. 15, 2010, as receiver for the
643-acre real estate development with golf course in Douglas
County, Colorado.  The Debtor disclosed assets of $19.7 million
and liabilities of $45.3 million in its schedules.  The property
and golf course are estimated to be worth $11 million, and secures
a $45 million debt.  Judge Elizabeth E. Brown presides over the
case.  The Debtor is represented by Sender & Wasserman, P.C., as
its Chapter 11 counsel.  Alan Klein, Glenn Jacks, Dan Hudick, and
Bill Hudick own most of the Debtor.  Mr. Jacks, which has a 12.8%
membership interest, signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


ROTECH HEALTHCARE: Protests Equity Committee's Bifferato Hire
-------------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that bankrupt
Rotech Healthcare Inc. objected to its official equity committee's
proposal to retain Bifferato LLC as Delaware counsel, saying the
proposal should be contingent on the committee's ability to prove
the company is solvent.

According to the report, the company told a Delaware bankruptcy
court that the proposal to retain Bifferato isn't reasonable
because, although the equity committee has insisted that Rotech is
worth at least $143 million and possibly $273 million in excess of
their liabilities, that estimated value is in doubt.

                     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.


ROUNDY'S SUPERMARKET: Bank Debt Trades At 3% Off
------------------------------------------------
Participations in a syndicated loan under which Roundy's
Supermarket Inc. is a borrower traded in the secondary market at
97.42 cents-on-the-dollar during the week ended Friday, June 7
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a drop of 0.98 of percentage points from the previous week, The
Journal relates.  Roundy's Supermarket Inc. pays 450 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Feb. 9, 2019 and carries Moody's B1 rating and Standard &
Poor's B+ rating.  The loan is one of the biggest gainers and
losers among 264 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Roundy's Supermarkets Inc., headquartered in Milwaukee, Wisconsin,
owns and operates 159 retail grocery stores in Wisconsin, Illinois
and Minnesota primarily under the Pick 'n' Save, Copps, Mariano's
Fresh Market, Rainbow and Metro Market banners. In addition to its
retail stores, Roundy's acts as supplier to one independent
retailer in the Midwestern U.S. Annual revenues are about $3.8
billion for the fiscal year 2011. The company is majority owned by
Willis Stein funds.


SAN BERNARDINO, CA: Official Alleges "Crimes" over Fund Use
-----------------------------------------------------------
Tim Reid, writing for Reuters, reported that a former finance
chief for the bankrupt city of San Bernardino said that crimes may
have been committed with respect to the city's use of funds,
according to court papers filed by the city's biggest creditor.

According to the report, San Bernardino and its creditors are
preparing for another court hearing in the city's quest to be
declared eligible for federal bankruptcy protection. Calpers, the
giant state pension fund and the city's biggest creditor, filed a
pre-hearing document signaling that it was losing patience with
the city's pleas of poverty.

"New facts have come to light," raising questions about the city's
good faith efforts to achieve bankruptcy protection, Calpers said
in the filing citing a May 10, 2013 deposition that is not yet
part of the public record, the report related.

Calpers' court filing does not provide further details about
Simpson's allegations, the report said.

In its papers to the court, Calpers cited the deposition of
Michael Busch, the financial consultant hired by the city to run
its bankruptcy application, the report added.

                      Chapter 9 Eligibility

Katy Stech writing for Dow Jones' DBR Small Cap reports that
impatient with delays in the San Bernardino, Calif., bankruptcy
case, a federal judge set a deadline for the city's bankruptcy
attorneys to begin arguing why the struggling 210,000-resident
city should be able to turn its finances around under Chapter 9
protection.

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SHILO INN: Compromise Deal with One West Okayed, Case Dismissed
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
dismissed the Chapter 11 case of Shilo Inn Seaside Oceanfront,
LLC.

The Court also authorized the Debtor and One West Bank, FSB, to
enter into, perform and consummate a certain agreement and all
obligations, payments, transactions, releases, and actions
required or contemplated in the compromise.

The Court further approved the request for the allowance fees and
reimbursement of expenses of Levene, Neale, Bender, Yoo & Brill
L.L.P., general bankruptcy counsel for the Debtor, in the
aggregate amount of $168,249.

The Debtor was represented by:

         David B. Golubchik
         J.P. Fritz
         LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
         10250 Constellation Boulevard, Suite 1700
         Los Angeles, CA 90067
         Tel: (310) 229-1234
         Fax: (310) 229-1244
         E-mail: dbg@lnbyb.com
                 jpf@lnbyb.com

                About Shilo Inn, Seaside Oceanfront

Based in Portland, Oregon, Shilo Inn, Seaside Oceanfront, LLC,
operates the Seaside Hotel, a 113-room hotel situated on 1.37
beautiful acres in Seaside, Oregon, pursuant to a franchise
agreement with Shilo Franchise International, LLC. The Hotel is
located directly on the beach and is the premier fixture of the
Seaside promenade.

Shilo Inn Seaside Oceanfront filed for Chapter 11 bankruptcy
(Bankr. C.D. Calif. Case No. 11-34669) on June 7, 2011.  David B.
Golubchik, Esq., and J.P. Fritz, Esq., at Levene, Neale, Bender,
Yoo & & Brill L.L.P., in Los Angeles, serve as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated assets
and debts of $10 million to $50 million.

Debtor-affiliates that previously sought Chapter 11 protection are
Shilo Inn, Diamond Bar, LLC (Case No. 10-60884) on Nov. 29, 2010;
Shilo Inn, Killeen, LLC (Case No. 10-62057) on Dec. 6, 2010; Shilo
Inn, Palm Springs, LLC (Case No. 11-26501) on April 13, 2011; and
Shilo Inn, Pomona Hilltop, LLC (Case No. 11-26270) on April 14,
2011.

On April 3, 2012, the U.S. Bankruptcy Court closed the bankruptcy
cases of Shilo Inn, Pomona Hilltop, LLC, and Shilo Inn, Palm
Springs, LLC.

Shilo Inn, Seaside Oceanfront, LLC reported total scheduled assets
of $22,219,762 and total scheduled liabilities of $13,688,451.

Under the Plan OneWest Bank, the secured lender, will receive
payments for 30 years -- the first five years will be interest-
only-payments and the next 25 years will be fully amortized over
25 years with principal and interest payments.  The Debtor said
that the July 18 Disclosure Statement will be further amended to
provide that OneWest Bank's secured claim is being paid on a 25-
year amortization basis instead of 30 years.


SINCLAIR BROADCAST: To Buy 4 TTBG Stations for $115.3 Million
-------------------------------------------------------------
Sinclair Broadcast Group, Inc., has entered into a definitive
agreement to purchase the stock and broadcast assets of four
television stations owned by TTBG LLC for an aggregate purchase
price of $115.35 million.  Sinclair also will assume TTBG
agreements to provide sales and other services to two other
stations.  The TTBG stations are located in three markets and
reach 1.0 percent of U.S. TV households.  Completion of the
transaction is subject to the satisfaction of customary closing
conditions, including approval by the Federal Communications
Commission and antitrust clearance, if required.  The Company
anticipates that the transaction will close and fund late in the
third quarter or early in the fourth quarter of 2013, subject to
the satisfaction of the closing conditions.  The Company expects
to fund the purchase price at closing, less the $11.5 million
escrow deposit made at signing, through cash on hand or a
previously committed delayed draw term loan A under Sinclair's
recently amended bank credit facility.

Upon completion of the transaction, Sinclair will continue to
provide the sales and other services to KXVO in Omaha, NE and KMEG
in Sioux City, IA that TTBG has historically provided.

The TTBG stations to be owned and operated, programmed or to which
sales services will be provided are:

Station                 Market
-------           ------------------
KMPH              Fresno/Visalia, CA
KFRE              Fresno/Visalia, CA
KPTM              Omaha, NE
KXVO              Omaha, NE
KMEG              Sioux City, IA
KPTH              Sioux City, IA

Commenting on the transaction, David Smith, president and CEO of
Sinclair, stated, "We are pleased to bring the TTBG stations into
the Sinclair portfolio.  They will complement the California
properties we are acquiring from Fisher, as well as add to our
Iowa presence and give us our first stations in Nebraska.  We
welcome all of them to the Sinclair group."

Including the TTBG station acquisitions, all previously announced
acquisitions, and pro forma for expected synergies, the Company's
2011 and 2012 net broadcast revenues would have been $1.371
billion and $1.582 billion, respectively.  The $115.35 million
purchase price represents a 5.76x multiple of the average 2013-
2016 cash flow including synergies and accounting for political
fluctuations (6.3x odd years, 5.3x even years).

                      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.


SOVEREIGN CAPITAL: Fitch Affirms 'BB-' Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
Santander Holdings USA (SHUSA) at 'BBB'. The Rating Outlook is
Negative. Concurrent with this action, Fitch has downgraded
SHUSA's Viability Rating (VR) to 'bbb-' from 'bbb'.

The rating action on SHUSA follows Fitch's review of Banco
Santander, S.A, SHUSA's ultimate parent. As part of that review,
the IDRs of Banco Santander, SA were affirmed at 'BBB+' with a
Negative Outlook (see the press release 'Fitch Affirms
Santander's, BBVA's and CaixaBank's Ratings' dated May 23,
available at www.fitchratings.com).

Key Ratings Drivers - IDRs

The IDRs of SHUSA and its subsidiaries are linked to its 100%
owner, Banco Santander, S.A. SHUSA's IDRs are one notch below
Banco Santander, S.A.'s 'BBB+' IDR. The notch differential
represents Fitch's view that SHUSA is a strategically important
subsidiary, but not a core subsidiary of Banco Santander, S.A. as
described in the rating criteria 'Rating FI Subsidiaries and
Holding Companies'. As such, SHUSA's IDRs are driven by Fitch's
view of institutional support.

Key Ratings Drivers -Viability Ratings

Viability Ratings are predicated on public information and reflect
the stand alone credit worthiness of the institution. Fitch has
downgraded SHUSA's VR based on comparatively weaker asset quality,
higher reliance on wholesale funding, and relatively elevated cost
of funds. Public financials also show weak core earnings and net
interest margin compared to rated peers. Concurrent with the
downgrade of the VR, Fitch has also withdrawn SHUSA's VR as it
believes there is no longer adequate information to maintain the
rating. Accordingly, Fitch will no longer provide a VR for SHUSA.

RATING SENSITIVITIES - IDRs

The IDRs of SHUSA and its subsidiaries are sensitive to changes to
the IDR of its parent company, Banco Santander, S.A. Additionally,
although not viewed as likely in the near term, if SHUSA becomes
less strategically important to Banco Santander, its IDR could be
downgraded.

KEY RATING DRIVERS AND SENSITIVITIES - SUPPORT RATING AND SUPPORT
RATING FLOOR

SHUSA's Support Rating of '2' reflects a high probability of
support from its parent. Since this support is based on
institutional support, as opposed to sovereign support, there is
no Support Rating Floor assigned. SHUSA's support rating is
sensitive to the perceived ability and willingness of the parent
company to support SHUSA.

KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND OTHER
HYBRID SECURITIES

In the absence of a VR, SHUSA's subordinated debt and hybrid
securities issued by SHUSA and by various issuing vehicles are
notched down from SHUSA's IDRs. This reflects Fitch's view that
the parent company would likely step in to prevent non-performance
if necessary. Nonetheless, under Fitch's criteria 'Assessing and
Rating Bank Subordinated and Hybrid Securities', these instruments
will generally not be rated higher than similar issuances of the
parent company.

Fitch has downgraded and withdrawn the following ratings:

Santander Holdings USA, Inc.
-- Viability Rating downgraded to 'bbb-' from 'bbb'.

Sovereign Bank, N.A.
-- Viability Rating downgraded to 'bbb-' from bbb.

Fitch affirms the following:

Santander Holdings USA, Inc.
-- Long-term IDR at 'BBB';
-- Short-term IDR at 'F2';
-- Support Rating at '2';
-- Senior unsecured at 'BBB';
-- Commercial paper at 'F2';

Sovereign Bank, N.A.
-- Long-term IDR at 'BBB';
-- Short-term IDR at 'F2';
-- Support Rating at '2';
-- Long-term deposit rating at 'BBB+';
-- Short-term deposit rating at 'F2';
-- Subordinated debt at 'BBB-';

Sovereign Capital Trust I
-- Preferred stock at 'BB-'.

Sovereign Capital Trust IV
-- Preferred stock at 'BB-'.

Sovereign Capital Trust VI
-- Preferred stock at 'BB-'.

Sovereign Real Estate Investment Trust Holdings
-- Preferred stock at 'B+'.

ML Capital Trust I
-- Preferred stock at 'BB-'.


SPECIALTY PRODUCTS: Case Re-assigned to Judge Peter Walsh
---------------------------------------------------------
The Chapter 11 cases of Specialty Products Holding Corp. and its
debtor affiliates are re-assigned to Judge Peter J. Walsh in light
of the retirement of Judge Judith Fitzgerald.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.


T3 MOTION: Inks $10 Million Purchase Agreement with Alpha Capital
-----------------------------------------------------------------
T3 Motion, Inc., entered into a Purchase Agreement with Alpha
Capital Anstalt dated May 23, 2013.  The Investor had previously
purchased $1,000,000 of the Company's Senior Convertible
Debentures on Nov. 29, 2013, and purchased $175,000 of the
Company's Senior Convertible Debentures on March 4, 2013.  Under
the Purchase Agreement, at the sole discretion of the Company, the
Company may sell, and the Investor will be obligated to purchase
up to $10,000,000 of the Company's common stock in the future.
Prior to any sales of common stock, the Company will file a
registration statement with the Securities and Exchange Commission
and apply for listing of the additional shares with NYSE MKT, LLC.

A copy of the Purchase Agreement is available for free at:

                        http://is.gd/udy1EM

On June 5, 2013, the Company entered into a securities purchase
agreement with two institutional investors pursuant to which the
Company agreed to issue to the June 2013 Investors non-interest
bearing senior secured convertible debentures due Nov. 26, 2013,
in the principal amount of $250,000 convertible into common stock
at $0.10 per share, five-year warrants to purchase 2,500,000
shares of common stock at an exercise price of $0.10 per share,
and 250,000 shares of common stock.  The financing resulted in
$250,000 of cash proceeds to the Company.

The SPA and related documents represent a partial Second Closing
as noted in the Waiver Agreement filed under Form 8-K on March 7,
2013.  Under the terms of the Waiver Agreement, the Company was
authorized to issue $396,750 of additional Debentures, inclusive
of the June 2013 Debentures, without additional approval from the
Debenture holders.

The Company's obligations under the 2012 Debentures, the March
2013 Debentures and the 2013 Debentures are secured by a first
priority lien on all of T3's assets pursuant to the terms of a
security agreement dated June 5, 2013, among the Company, each of
its subsidiaries and the Investors.

The Company expects that the proceeds of the Financing will be
used for general working capital purposes, including the purchase
of parts inventory, sales and marketing and research and
development.

The SPA gives the Investors the right, but not the obligation, to
purchase additional Debentures and Warrants at levels equal to
their participation in the Financing at any time prior to May 27,
2014.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

T3 Motion reported a net loss of $21.52 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.  The Company's balance sheet at March 31,
2013, showed $3.07 million in total assets, $19.63 million in
total liabilities, all current, and a $16.55 million total
stockholders' deficit.

"The Company has incurred significant operating losses and has
used substantial amounts of working capital in its operations
since its inception (March 16, 2006).  Further, at March 31, 2013,
the Company had an accumulated deficit of $(76,980,775) and used
cash in operations of $(1,614,252) for the three months ended
March 31, 2013.  These factors raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time," according to the Company's Form 10-Q for the
period ended March 31, 2013.


TALON INTERNATIONAL: Stockholders Elect Five Directors
------------------------------------------------------
At Talon's 2013 Annual Meeting of Stockholders held on June 3, the
Company's stockholders elected Mark Dyne, Lonnie D. Schnell, David
Ellis, Mark J. Hughes and Morris D. Weiss to the Board of
Directors.  The compensation of the Company's executive officers
was approved.  The stockholders indicated "1 year" as the
frequency of future vote on executive compensation.

                    About Talon International

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

Talon International disclosed net income of $679,347 for the year
ended Dec. 31, 2012, as compared with net income of $729,133
during the prior year.  The Company's balance sheet at March 31,
2013, showed $18.53 million in total assets, $10.17 million in
total liabilities, $24.87 million in series B convertible
preferred stock and $16.52 million total stockholders' deficit.


TAYLOR BEAN: Judge Orders Freddie to Open Books in Probe
--------------------------------------------------------
Patrick Fitzgerald writing for Dow Jones' DBR Small Cap reports
that a federal judge has ordered Freddie Mac to open its books to
Bank of America as part of an investigation into the events
surrounding the multibillion fraud at mortgage lender Taylor Bean
& Whitaker and Colonial Bank.

                       About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


THERMON INDUSTRIES: S&P Withdraws 'BB-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings, including the 'BB-' corporate credit rating, on heat-
tracing service and products provider Thermon Industries Inc.
The company recently redeemed its 9.5% senior secured notes with
the proceeds from a new unrated $135 million term loan.  The
company requested that S&P withdraw its corporate credit rating.
S&P assessed the company's business risk profile as "weak" and
financial risk profile as "significant."  The outlook was stable
at the time of withdrawal.


TRANS ENERGY: 1st Quarter 2013 Marcellus Production Up 78.7%
------------------------------------------------------------
Trans Energy, Inc., provided an operations update on the Company's
activities.

Summary Highlights


   * Generated a 79 percent increase in first quarter production
     to 850,938 Mcfe compared to the year ago quarter

   * Two rigs currently drilling company wells in Marion and
     Marshall Counties

   * Horizontal Marcellus production back online - Williams has
     now resolved issues that led to the shut in of some wells
     beginning in March of 2013

   * Hedged 85 percent of existing PDP volumes (on an MMBtu basis)
     from its expected natural gas sales from June 2013 through
     April 2015, using costless collars with floors of $4.00 /
     MMBtu and ceilings of $4.28 / MMBtu

Trans Energy posted a substantial increase in net production
volumes from its Marcellus wells for the first quarter of 2013,
compared to the comparable period a year earlier.

John Corp, president of Trans Energy, commented, "We stepped up
our capital spending program during 2012, and the results for this
quarter show that we were effective at putting the previous round
of financing to work.  We've continued to enhance our drilling
techniques, and we are already getting better production and
reserves as a result.  The highly successful wells from our 2012
program enabled us to increase production by more than 75% on an
Mcfe basis, even with some wells being shut in during the quarter
due to issues on the Williams pipeline. With those issues now
resolved, and an additional $25 million from our lender to finance
our share of the 2013 program, we are putting that money in the
ground as quickly as we can, so as to position ourselves to report
strong production growth once again as the next crop of wells
comes online later this year and into early 2014."

Trans Energy currently has two rigs running.  The first rig spud
the Freeland 1H in early March and upon completion of that well it
will move over to the Freeland 2H, which is located on the same
pad in Marion County.  The second rig spud the Goshorn 3H in early
April and will move over to the Goshorn 4H in Marshall County,
once complete.  At that point, the rig is expected to move to the
Graff pad in Tyler County to complete two wells there.  The
company expects to stimulate the two wells on each of the
Freeland, Goshorn and Graff pads simultaneously.  These wells are
also being drilled on 500 foot spacing, whereas all of the
company's previous wells have been drilled on spacing of 750 feet
or greater.

On May 9, the company's subsidiary, American Shale Development,
entered into costless collars covering approximately 85 percent of
its expected natural gas production from wells that were
considered PDP as of that date.  Neither oil nor natural gas
liquids have been hedged, but the BTU associated with the
Company's ethane production was essentially hedged, since it is
sold as part of the natural gas stream.  The costless collars
consist of long put options with a strike price of $4.00 per MMBtu
and offsetting short calls with a strike price of $4.28 per MMBtu.

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

                        http://is.gd/UlZpRL

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at March 31, 2013, showed $85.10
million in total assets, $79.41 million in total liabilities and
$5.68 million in total stockholders' equity.


TRAVELPORT LIMITED: Copies of Lender Presentation, Info. Memo.
--------------------------------------------------------------
In connection with a meeting with potential lenders to discuss the
refinancing of Travelport Limited's existing first lien senior
secured credit facilities, the Company filed with the Securities
and Exchange Commission  the Lender Presentation and Information
Memorandum, copies of which are available for free at:

                        http://is.gd/V35VHU
                        http://is.gd/V70K8f

                     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: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Triad Guaranty Inc.
        1900 Crestwood Boulevard, Suite 99
        Birmingham, AL 35210

Bankruptcy Case No.: 13-11452

Chapter 11 Petition Date: June 3, 2013

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Thomas M. Horan, Esq.
                  WOMBLE CARLYLE SANDRIDGE & RICE, LLP
                  222 Delaware Avenue, Suite 1501
                  Wilmington, DE 19801
                  Tel: (302) 252-4339
                  Fax: (302) 661-7707
                  E-mail: thoran@wcsr.com

                         - and ?

                  Francis A. Monaco, Jr., Esq.
                  WOMBLE CARLYLE SANDRIDGE & RICE, LLP
                  222 Delaware Avenue, Suite 1501
                  Wilmington, DE 19801
                  Tel: (302) 252-4340
                  Fax: (302) 661-7730
                  E-mail: fmonaco@wcsr.com

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

Estimated Debts: $0 to $50,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by William T. Ratliff, III, chief
executive officer.


TWCC HOLDING: S&P Cuts CCR to B & Cuts 1st Lien Debt Rating to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Atlanta-based cable network operator TWCC Holding Corp.
to 'B' from 'B+'.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's first-lien term loan to 'B+' from 'BB-'.  The recovery
rating remains '2', indicating S&P's expectation for very high
(70%-90%) recovery for debtholders in the event of a payment
default.

In addition, S&P assigned the company's proposed $600 million
senior secured second-lien term loan due 2020 its 'CCC+' issue-
level rating, with a recovery rating of '6' (0%-10% recovery
expectation).  The company plans to use the proceeds to pay a
$600 million dividend to its three controlling equity owners.

The downgrade reflects the increased leverage from the proposed
transaction.  S&P expects pro forma leverage will increase to
about 8.1x from reported leverage of 5.9x as of March 31, 2013,
and will remain above 7x for the next two years.  Leverage of 7x
was our leverage threshold for the 'B+' rating.

The ratings on TWCC reflect a "fair" business risk profile and a
"highly leveraged" financial risk profile (based on S&P's
criteria).  The "fair" business risk profile reflects the
company's leading position in 24-hour local weather reporting on
TV, and through interactive and mobile media.  This profile also
reflects the company's limited growth potential from its cable
network because of full domestic distribution of cable TV
households and a leading EBITDA margin among its cable network
peers, notwithstanding its concentration in the commodity business
of weather forecasting.  While the company has been developing
ancillary revenue streams by leveraging its weather brand, most
are still relatively small and only modestly affect S&P's business
risk assessment.

TWCC (owner of The Weather Channel) is the category leader in
providing weather information on TV, the Internet, and mobile
devices.  It reaches about 100 million cable and satellite TV
households, which limits its growth potential because of full
penetration of U.S. cable TV households.  TWCC has relatively
well-developed online and mobile businesses, and its weather.com
Web site, a top-20 site based on online traffic data, is
accessible by both computer and mobile phone.  S&P views the
company as having a strong brand franchise, but a very narrowly
based business.


UNIVERSITY GENERAL: Kris Trent Joins as Chief Accounting Officer
----------------------------------------------------------------
University General Health System, Inc., said that Kris Trent, CPA,
has joined the Company's management team as Chief Accounting
Officer.

"We are pleased to announce the appointment of Ms. Kris Trent as
University General's Chief Accounting Officer," commented Mike
Griffin, the Company's chief financial officer.  "Kris will focus
on the management of outside auditor relationships and the
establishment of consistent and comprehensive accounting systems.
She will also be responsible for the development and application
of all internal controls necessary to assure compliance with
Sarbanes-Oxley ("SOX") requirements, as well as other accounting
management duties."

"University General has experienced dramatic growth during its
first two years as a publicly traded company, and we are committed
to the achievement of the highest accounting and control
standards, just as we are committed to providing the highest
quality of patient care throughout our regional health care
delivery system," noted Hassan Chahadeh, MD, chairman and chief
executive officer of University General Health System, Inc.  "We
believe that Kris will play an invaluable role in the
accomplishment of these objectives."

Ms. Trent was previously a Partner with one of America's "Big
Four" audit, tax and advisory services firms where she was
employed from January 1997 until May 2013.  During her tenure, she
served as the audit engagement partner on several public
multinationals as well as the lead audit partner on several other
multinational private companies.  Her responsibilities not only
included auditing and evaluating accounting implications
throughout all phases of the audit, but also included ensuring
that the companies complied with SOX 404 requirements.

Prior to joining the "Big Four" auditing and advisory firm, Ms.
Trent was employed by DDB Needham, one of the largest advertising
firms in the world, as a Finance Associate.

Ms. Trent, a Certified Public Accountant, earned a B.B.A. Degree
in Accounting from the University of Texas at Dallas.

Meanwhile, University General furnished with the Securities and
Exchange Commisison information  presented at the Sidoti & Company
Semi-Annual Micro-Cap Conference on Friday, June 7, 2013.  A copy
of the Presentation is available at http://is.gd/4pARDG

                     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.


USEC INC: Halts Paducah Plant Operations; To Cut Workforce
----------------------------------------------------------
The United States Enrichment Corporation notified its employees at
the Paducah Gaseous Diffusion Plant of layoffs beginning in
August.  The notifications were provided under the Worker
Adjustment and Retraining Notification Act (WARN Act), a federal
statute that requires an employer to provide advance notice to its
employees of potential layoffs in certain circumstances.

The notifications were being provided to all salaried employees
and employees who are represented by the United Steelworkers
International Union, Local 550 - a total of about 1034 workers.
USEC expects that initial layoffs of about 160 employees will
occur between August 5 and Aug. 19, 2013.  Additional layoffs may
occur in stages during 2013 or 2014 depending on business needs to
manage inventory, fulfill customer orders, meet regulatory
requirements and transition the site back to the U.S. Department
of Energy (DOE) in a safe and orderly manner.  Information on
these additional layoffs will be communicated to affected
employees in future notices.

The layoffs are the result of the transition of enrichment
activities at the Paducah Gaseous Diffusion Plant.  On May 24,
2013, USEC announced that it was not able to conclude a deal for
the short-term extension of uranium enrichment at the plant, and
the Company would begin ceasing uranium enrichment at the end of
May.  DOE has concluded that there were not sufficient benefits to
the taxpayers to extend enrichment at the Paducah Gaseous
Diffusion Plant.  USEC expects to continue operations at the site
into 2014 in order to manage inventory, continue to meet customer
orders and to meet the turnover requirements of its lease with
DOE.

Affected employees may be eligible for dislocated worker
assistance through the Commonwealth of Kentucky.  Representatives
from the Kentucky Department of Human Services and the Job and
Family Services Offices are expected to be available in the near
future to discuss any benefits associated with the Dislocated
Worker Assistance Program and to update employees on unemployment
compensation benefits.

USEC's Paducah employees have operated the plant at peak
efficiency and safety, building on a decades-long legacy of energy
and national security.  Despite the excellent performance of its
workforce, high production costs due to the large power
consumption of the plant and falling prices in the global nuclear
fuel market have made it difficult to continue commercial
enrichment at the plant.

USEC plans to return portions of the plant site to DOE during the
next year.  The Company and its employees have unique expertise
that could support the ongoing transition, including the
surveillance, maintenance, decontamination and decommissioning
activities that are expected to occur as part of the transition.

United States Enrichment Corporation is a subsidiary of USEC Inc.


                           About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012, as compared
with a net loss of $491.1 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $1.52 billion in total assets,
$1.99 billion in total liabilities, and a $469.6 million
stockholders' deficit.

PricewaterhouseCoopers LLP, in McLean, Virginia, 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 reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of December 31, 2012, we had $530 million of convertible notes
outstanding.  A 'fundamental change' is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification described above did not trigger a fundamental change.
If a fundamental change occurs under the convertible notes, the
holders of the notes can require us to repurchase the notes in
full for cash.  We do not have adequate cash to repurchase the
notes.  In addition, the occurrence of a fundamental change under
the convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, the exercise of remedies
by holders of our convertible notes or lenders under our credit
facility as a result of a delisting would have a material adverse
effect on our liquidity and financial condition and could require
us to file for bankruptcy protection," according to the Company's
annual report for the year ended Dec. 31, 2012.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on USEC Inc., including the corporate
credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


VAIL LAKE: Enters Chapter 11 Protection
---------------------------------------
Stephanie Gleason writing for Dow Jones' DBR Small Cap reports
that the 11,000-acre California campground Vail Lake Resort placed
all of its assets in Chapter 11 bankruptcy Wednesday, six months
after creditors tried to force part of the company into
bankruptcy.


VIDEOTRON LTEE: DBRS Rates $400MM Sr. Unsecured Notes 'BB(high)'
----------------------------------------------------------------
DBRS has assigned a rating of BB (high) and RR2 to Videotron
Ltee's (Videotron or the Company) $400 million Senior Unsecured
Notes (the Notes) issuance, which was announced on June 3, 2013.
The twelve-year Notes will mature on June 15, 2025, carrying a
coupon rate of 5.625%. The Notes will rank equally with all of the
Company's existing and future unsecured unsubordinated
indebtedness.

The Notes will be issued by way of an offering memorandum dated
June 3, 2013. DBRS expects Videotron to use the proceeds from this
issue to (i) finance the redemption and retirement of a portion of
the Company's issued and outstanding 9.125% Senior Notes due 2018,
on or about July 2, 2013; (ii) to finance the settlement and
termination costs, if any, of related hedging contracts; and (iii)
for the payment of related transaction fees and expenses.


VITESSE SEMICONDUCTOR: Kopp Hikes Stake to 8.3% at May 29
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Kopp Investment Advisors, LLC, and its
affiliates disclosed that, as of May 29, 2013, they beneficially
owned 3,107,334 shares of common stock of Vitesse Semiconductor
Corporation representing 8.3 percent of the shares outstanding.
Kopp Investment previously reported beneficial ownership of
2,561,279 common shares or a 7.2 percent equity stake as of
Dec. 12, 2012.  A copy of the amended regulatory filing is
available for free at http://is.gd/LWCJOE

                            About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$68.85 million in total assets, $80.96 million in total
liabilities and a $12.10 million total stockholders' deficit.


VITRAG LTD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Vitrag, Ltd.
          dba Days Inn
        9401 IH 35 North
        San Antonio, TX 78233

Bankruptcy Case No.: 13-51478

Chapter 11 Petition Date: June 3, 2013

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Craig A. Gargotta

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL, PC
                  2200 Ross Ave, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: rpatel@pronskepatel.com

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

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

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

The petition was signed by Kiran Patel, general manager.


WILSONCO LLC: Case Summary & 9 Unsecured Creditors
--------------------------------------------------
Debtor: Wilsonco, LLC
          dba Sleep Inn & Suites - Dothan
        4106 Ross Clark Circle
        Dothan, AL 36303-5741

Bankruptcy Case No.: 13-10970

Chapter 11 Petition Date: June 3, 2013

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

Judge: Dwight H. Williams Jr.

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

Scheduled Assets: $4,267,695

Scheduled Liabilities: $3,371,478

A copy of the Company's list of its nine largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/almb13-10970.pdf

The petition was signed by James R. Wilson, III, member.


W.R. GRACE: FCR Seeks to Hire Orrick as Counsel
-----------------------------------------------
BankruptcyData reported that Roger Frankel, interim successor
legal representative for future asbestos personal injury claimants
of W.R. Grace & Co., filed with the U.S. Bankruptcy Court a motion
to retain Orrick Herrington & Sutcliffe (Contact: Richard H.
Wyron) as bankruptcy counsel at the following hourly rates:
partner at $695 to 1,095, senior counsel at 600 to 950, associate
at 355 to 675 and legal assistant at 160 to 315.

By this motion, Frankel seeks to retain and employ Orrick
Herrington & Sutcliffe, the same firm that represented his
predecessor, David T. Austern as bankruptcy counsel in these same
cases.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W25 LLC: Can Hire Seligson Rothman as Real Estate Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized W25 LLC to employ Seligson Rothman & Rothman as special
real estate counsel.

SR&R will advise the Debtor in the sale of the property -- a
commercial real property located at 119 West 25th Street, in New
York City.  The Debtor has been negotiating with a number of
developers interested in either purchasing or entering into a
joint venture with the Debtor, for the development of the
property.

The legal services provided by SR& R will be performed by Alyne
Diamond, Esq. at the hourly rate of $500 and Alexander Seligson,
Esq. at the hourly rate of $500.

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

                           About W25 LLC

W25 LLC filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-14526) in Manhattan on Nov. 6, 2012.  Avrum J. Rosen,
Esq., at The Law Offices of Avrum J. Rosen, PLLC, in Huntington,
New York, serves as counsel.  The Debtor disclosed $44,001,000 in
assets and $48,756,419 in liabilities as of the Chapter 11 filing.

W25 LLC amended its plan of reorganization and accompanying
disclosure statement on the eve of the March 19 hearing on the
adequacy of the disclosure statement in order to address an
objection raised by 125 West 25th LLC.

No official committee of unsecured creditors has been appointed in
the case.


WALTER ENERGY: S&P Cuts CCR to 'B' & Rates Secured Debt 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Birmingham, Ala.-based Walter Energy Inc. to 'B'
from 'B+'.  The outlook is stable.

At the same time, S&P assigned its 'BB-' issue-level rating (two
notches higher than the corporate credit rating) on the company's
proposed senior secured bank debt.  S&P's recovery rating on the
secured bank debt is '1', indicating its expectation for very high
recovery (90% to 100%) in the event of a payment default.  S&P is
also lowering the rating on the existing unsecured debt to 'B-'
from 'B'.  The recovery rating remains '5' indicating S&P's
expectation of a modest (10% to 30%) recovery in the event of a
payment default.

"The downgrade reflects our expectation that Walter Energy's
leverage will climb to about 8x in 2013 and remain above 5x in
2014, with funds from operations to total debt remaining below 15%
in both years, as the company continues to face low metallurgical
coal prices that have depressed operating performance," said
Standard & Poor's credit analyst Marie Shmaruk.

Prices have fallen significantly in the wake of lower demand in
Europe, slowing economic activity in China, and lack of operating
disruptions, particularly in Australia where floods in 2011 caused
prices to spike.  This has resulted in significantly lower-than-
anticipated EBITDA and credit measures that are well outside of
S&P's previous expectation and, in S&P's view, more in line with
the 'B' rating and a "highly leveraged" financial risk profile.
The stable outlook reflects the improvement in liquidity stemming
from extending maturities and lack of maintenance covenants in the
new term loan.  S&P's ratings and outlook reflect an additional
$500 million of unsecured debt concurrent with the closing of the
proposed bank facilities.

"Our ratings on Walter Energy reflect our view of the company's
"weak" business risk and its "highly leveraged" financial risk
profile.  Key risks include continued weakness in the company's
key European markets, the company's high reliance on a single
Southern Appalachian mining complex for most of its operating
income, and elevated debt levels related to the company's
$3.3 billion acquisition of Western Coal Corp.  Still, we maintain
our view that Walter Energy's coal reserves are of a very high
quality and that its mining costs are low compared with many of
its peers.  Therefore, we expect its credit measures to improve
when market conditions and met coal prices rebound, though the
timing of a recovery is uncertain," S&P said.

The stable outlook reflects S&P's view that despite its
expectation that Walter Energy's leverage is likely to climb to
about 8x EBITDA in 2013 and is likely to remain at or above 5x
into 2014, the liquidity benefits of the proposed transactions
underpin the rating during the current difficult market
conditions.

S&P could lower its rating if prices remain low and liquidity
falls below $300 million and S&P believes leverage will continue
to be sustained well above 5x, with funds from operations to total
debt remaining below 15%.  This could occur if met coal prices
continue to deteriorate because steel production remains under
pressure reflecting weaker-than-expected global economic
conditions.

S&P could raise the ratings if Walter is able to maintain its
leverage below 5x.  This could occur if met coal prices improve
and the company is able to maintain current production levels in
Alabama at costs of about $100 per ton while increasing production
levels and lowering costs in Canada.

Walter Energy mines met coal, which is used primarily in
steelmaking.  S&P expects that Walter Energy will use the proposed
term loan proceeds and a concurrent issuance of $500 million of
senior unsecured debt to repay its existing term loans.


WEATHER CHANNEL: Moody's Assigns B3 Rating to $600MM Term Loan
--------------------------------------------------------------
Moody's Investors Service downgraded TWCC Holding Corp.'s (TWCC:
d/b/a The Weather Channel Companies) Corporate Family Rating (CFR)
to B1 from Ba3, and assigned a B3 (LGD5-88%) to its proposed $600
million second lien senior secured term loan due 2020.

Proceeds from the new term loan will be used to pay a $600 million
dividend to TWCC's shareholders, which include private equity
owners Bain Capital Partners, LLC and Blackstone Management
Partners, LLC, as well as NBCUniversal Media, LLC (NBCU; A3 senior
unsecured rating).

The rating on the company's existing first lien senior secured
credit facility rating is unchanged but updated to Ba3 (LGD3-36%)
from Ba3 (LGD3-35%). Its Probability of Default Rating (PDR) also
remains unchanged at B1-PD because of the addition of the second
lien debt, a new debt priority which is not governed by
maintenance covenants. The rating outlook is stable.

The downgrade reflects the sharp increase in leverage to 7.5x from
5.5x at 3/31/13 (including Moody's standard adjustments) as a
result of the transaction. While pro-forma leverage is still high
for the B1 rating category, Moody's expects leverage to decline to
under 6.5x over the next two years through a combination of EBITDA
growth and debt reduction. The company will therefore be weakly
positioned at its new B1 rating over the near-term, and has no
financial flexibility within the rating for sustained
underperformance or increase in debt.

In the past, Moody's gave the company credit for its partial
ownership by NBCU, with the expectation that NBCU as a strategic
investor would exert a conservative influence on TWCC's financial
policy, particularly given its veto rights regarding the payment
of dividends. However, in Moody's opinion, the current dividend
transaction demonstrates that NBCU is comfortable with high
leverage at TWCC, and signals that it does not view TWCC as a
strategic core-asset, but as an opportunistic investment. As a
result of the change in its view of the relationship, Moody's now
assumes less lift in the credit and ratings and so the company can
support less leverage at a given rating, than it has in the past.

Moody's notes that TWCC generates significant free cash flow, with
over $100 million expected per year in 2014 and beyond, and has
the ability to repay debt and bring leverage down rapidly.
However, Moody's believes that the company will retain a majority
of its cash flow beyond required debt amortization and/or excess
cash flow sweep payments, to either make acquisitions or build
capacity for future dividend payments. As a result, Moody's
expects it to de-lever at a slower pace than its capacity to do
so. The B1 CFR rating assumes that leverage is not sustained above
7.0x and that it will average below 6.5x over the long-term.

Issuer: TWCC Holding Corp.

Assignments:

$600 million 2nd Lien Senior Secured Term Loan due 2020, assigned
B3 (LGD5-88%)

Downgrades:

Corporate Family Rating, downgraded to B1 from Ba3

LGD Updates:

$1,600 million Sr. Secured 1st Lien Term Loan due 2017, updated to
Ba3 (LGD3-36%) from Ba3 (LGD3-35%)

$135.6 million Sr. Secured Revolver due 2014/2016, updated to Ba3
(LGD3-36%) from Ba3 (LGD3-35%)

Rating Rationale:

TWCC's B1 Corporate Family Rating reflects the company's high
leverage of approximately 7.5x at 3/31/13 (incorporating Moody's
standard adjustments and pro forma for the dividend transaction),
which is expected to moderate to under 6.5x by 2015 from improving
operating performance and debt reduction. The rating also reflects
the company's small scale, significant revenue concentration in
providing weather related services, and cyclical volatility
associated with the company's advertising revenue.

The company's strong operating margins, predictable cash flows
generated from the distribution of the company's most valuable
property, The Weather Channel Network, to over 100 million homes,
and its leading brand position as the most recognizable source for
weather on the Internet (weather.com) partially mitigate these
concerns. The importance of weather information in the daily lives
of most Americans provides a solid and consistent audience for
advertisers, which along with opportunities for further
dissemination of the dominant Weather Channel brand in Moody's
view, support the company's growth prospects.

The rating is constrained by the partial private equity ownership
of the company, which Moody's believes leads to higher financial
risk tolerance and an increased possibility of future shareholder
friendly activities, as demonstrated by its proposed dividend
transaction. Though it is partially owned by NBCU which has
limited veto rights relating to shareholder friendly transactions,
NBCU has not exercised any influence to maintain a stronger
balance sheet at TWCC, and Moody's does not believe that it is
likely to in the future.

The Ba3 rating on its first lien credit facility reflects the
first priority claim on the cash flow and assets, including the
assets and capital stock of TWCC's subsidiaries. The first lien
facility is rated one notch higher than the B1 CFR, because of the
loss absorption cushion from the second lien term loan, which is
rated B3 due to its subordinated position in the capital
structure.

The stable rating outlook reflects Moody's expectation that
leverage will decline and be sustained under 6.5x by 2015, through
improving operating performance and limited debt reduction. In the
longer term, Moody's believes the company may de-lever materially
but also expect it to increase leverage back to over 7.0x at some
point to pay further shareholder returns. Moody's anticipates the
company will improve its growth prospects by investing its brand
and data-based technology and maintain EBITDA margins around 45%.

The ratings could be downgraded if top line growth were to decline
materially because of an unanticipated secular revenue downturn or
increased competition, or if the company pursued expansions into
other content verticals or businesses, or made debt-financed
acquisitions and shareholder payments, which negatively impacted
margins and cash flow generation, or resulted in debt-to-EBITDA
sustained over 7.0x.

Debt reduction from cash flow or asset sales leading to debt-to-
EBITDA sustained below 5.0x would place upward pressure on the
rating. However, the company's partial private equity ownership
may constrain its rating to the B category, especially if it
continues to have high capacity to increase leverage to pay
shareholder dividends. Meanwhile, a material increase in ownership
by NBCU could have positive implications.

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

TWCC Holding Corp. d/b/a The Weather Channel Companies ("TWCC"),
headquartered in Atlanta, GA is a multi-platform media and
information company focused on providing weather information to
consumers and businesses. Content is delivered to individuals most
notably through its national U.S. cable network "The Weather
Channel", the Internet and mobile. TWCC also provides weather data
and forecasting services to a variety of industries, through its
Weather Services International ("WSI") segment. TWCC is jointly
owned by Comcast Corporation's NBCUniversal Media, LLC ("NBCU" -
A3 senior unsecured rating, positive outlook) and private equity
firms Bain Capital Partners, LLC and Blackstone Management
Partners, LLC.


WEBSENSE INC: S&P Assigns 'B' CCR & Rates $40MM Facility 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to San Diego, Calif.-based Websense Inc.  The
outlook is stable.

S&P also assigned a 'B+' issue-level rating with a recovery rating
of '2' to the company's $40 million senior secured revolving
credit facility and $350 million first-lien term loan.  The '2'
recovery rating indicates expectations for substantial (70% to
90%) recovery of principal in the event of default.  In addition,
S&P assigned a 'CCC+' issue-level rating with a '6' recovery
rating to the company's $225 million senior secured second-lien
term loan.  The '6' recovery rating indicates expectations for
negligible (0% to 10%) recovery.

"Our ratings on Websense Inc. reflect its 'weak' business risk
profile and 'highly leveraged' financial risk profile," said
Standard & Poor's credit analyst Andrew Chang.  "Our business risk
assessment is based on the company's narrow product focus, the
fragmented and highly competitive landscape in its core security
software industry, and the ongoing business model transition from
legacy web filtering to a more comprehensive security offering.
The financial risk assessment incorporates pro forma leverage in
the mid-6x area (adjusted for anticipated cost savings) and flat-
to-declining revenues and profitability.  The company's diverse
customer base, high level of recurring revenues, and consistently
positive free operating cash flow are partial offsets," added Mr.
Chang.

Standard & Poor's base-case rating assumptions include flat to
modestly negative revenue trends in fiscal 2013, followed by low-
single digit growth in 2014 based on continued adoption of its
TRITON products partly offset by declining sales of its legacy
products.  S&P also expects that EBITDA margins are likely to
trough in fiscal 2013, with modest longer-term improvement,
assuming successful execution of its sales strategy.  S&P expects
pro forma adjusted leverage to remain in the mid-6x in the near
term, depending on the pace of the cost savings achieved by
management, with meaningful deleveraging not likely to occur until
beyond fiscal 2014 as revenues and margins expand.


WORKMEN'S AUTO: A.M. Best Affirms 'C+' Finc'l. Strength Rating
--------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of C+
(Marginal) and issuer credit rating of "b-" of Workmen's Auto
Insurance Company (WAIC) (Los Angeles, CA).  The outlook for both
ratings is negative.  Concurrently, A.M. Best has withdrawn the
ratings as management has requested to no longer participate in
A.M. Best's interactive rating process.

The ratings recognize WAIC's unfavorable underwriting performance
and adverse loss reserve development in recent years. Offsetting
these rating factors is management's recent decision to place
moratoriums in several of WAIC's operating territories. In
addition, the ratings reflect the financial support in the form of
significant capital contributions in recent years to WAIC by its
parent company.


YARWAY CORP: Sec. 341(a) Meeting Continued to July 24
-----------------------------------------------------
PSYCHE JUNE 7 (05/29)
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will continue
the meeting of creditors of Yarway Corporation pursuant to Section
341(a) of the Bankruptcy Code on July 24, 2013, at 2:00 p.m., at
J. Caleb Boggs Federal Building, 844 King Street, 5th Floor, Room
5209, in Wilmington, Delaware.

The meeting offers creditors a one-time opportunity to examine the
Debtors' representative under oath about the Debtors' financial
affairs and operations that would be of interest to the general
body of creditors.  Attendance by the Debtor's creditors at the
meeting is welcome, but not required.  The meeting may be
continued and concluded at a later date specified in a notice
filed with the U.S. Bankruptcy Court for the District of Delaware.

                     About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


YARWAY CORP: Schedules Filing Deadline Extended to June 21
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until June 21, 2013, the deadline by which Yarway Corporation
needs to file its schedules of assets and liabilities and
statement of financial affairs.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


YARWAY CORP: Has Court Authority to Hire Counsel, Admin. Advisor
----------------------------------------------------------------
Yarway Corporation obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to employ the following
bankruptcy professionals:

   -- Sidney Austin LLP as lead general reorganization and
bankruptcy counsel, to be paid its customary hourly rates, which
range from $210 to $1,050;

   -- Cole, Schotz, Meisel, Forman & Leonard, P.A., as general
reorganization and bankruptcy co-counsel, to be paid $350 to $785
per hour for members and special counsel, $210 to $400 per hour
for associates, and $165 to $245 per hour for paralegals;

   -- Morgan Lewis & Bockius as special asbestos counsel, to be
paid $310 to $885 per hour; and

   -- Logan & Company, Inc., as administrative advisor, to be paid
its customary hourly rates.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


YARWAY CORP: James L. Patton Named Future Claims Representative
---------------------------------------------------------------
Yarway Corporation received authority from the U.S. Bankruptcy
Court for the District of Delaware to appoint James L. Patton,
Jr., Esq., as legal representative for future asbestos-related
claimants.

The Debtor presently anticipates that key elements of its plan of
reorganization will be the establishment of a trust for the
purpose of liquidating and paying all asbestos-related claims
against the Debtor.  The Debtor says the interest of current and
future asbestos-related claimants must accordingly be assessed and
accommodated in the Debtor's reorganization proceedings.

The future claimants are persons and entities that have not yet
asserted an asbestos-related personal injury claim against the
Debtor but may in the future assert such a claim.

Prepetition, the Debtor engaged in discussions with an ad hoc
committee of five law firms representing asbestos plaintiffs
asserting claims against the Debtor.  Recognizing potential
conflicts of interests between future claimants and those asbestos
claimants who have pending claims, the Debtor engaged Mr. Patton
to act as future claimants' representative effective November
2011.  For his work prepetition, Mr. Patton was paid by the Debtor
an hourly rate of $900 plus reimbursement of reasonable fees and
expenses.

Mr. Patton is chairman of Young Conaway Stargatt & Taylor, LLP and
a partner in the Bankruptcy and Corporate Restructuring section of
the firm.

The Debtor asks the Court that the appointment of Mr. Patton be
made on these terms and conditions:

   * The future claimants' representative will have standing to be
     heard as a party-in-interest in the Chapter 11 case;

   * Mr. Patton may retain attorneys and other professionals with
     prior approval from the Bankruptcy Court; and

   * Mr. Patton will be paid in his current hourly rate of $975,
     subject to filing fee applications for the allowance of
     compensation.

Mr. Patton received the green light from the U.S. Bankruptcy Court
for the District of Delaware to employ the following bankruptcy
professionals:

   -- Young Conaway Stargatt & Taylor, LLP, as attorneys, to be
paid the following hourly rates: $730 for Robert S. Brady, Esq.,
$675 for Edwin J. Harron, Esq., $410 for Sara Beth A.R. Kohut,
Esq., $375 for Michael S. Neiburg, Esq., and $150 for Chad A.
Corazza; and

   -- Analysis, Research, and Planning Corporation as claims
evaluation consultants, to be paid the following hourly rates:
$450-$650 for principals, $350-$425 for senior consultants, $225-
$350 for consultants, and $150-$225 for analysts.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


YARWAY CORP: PI Committee Seeks to Retain Caplin, et al.
--------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants seeks
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Caplin & Drysdale, Chartered, as its lead
bankruptcy counsel, to be paid the following hourly rates: $490-
$1,200 for members and of counsel, $250-$450 for associates, and
$215-$230 for paralegals.

The Caplin & Drysdale professionals expected to serve the ACC are:

   Professional            Position     Hourly Rate
   ------------            --------     -----------
   Elihu Inselbuch         Member         $1,000
   Peter Van N. Lockwood   Member           $955
   Kevin C. Maclay         Member           $565
   Rita C. Tobin           Of Counsel       $555
   Todd E. Phillips        Associate        $420
   Andrew J. Sackett       Associate        $420
   Ann M. Weber            Associate        $295
   Sara Joy DelSavio       Paralegal        $230
   Eugenia Benetos         Paralegal        $230
   Ashley M. Hutton        Paralegal        $215
   Justin W. Parady        Paralegal        $215

The PI Committee also seeks to retain:

   -- Campbell & Levine, LLC, as its Delaware counsel, to be paid
$470 per hour for Marla R. Eskin, Esq., $390 per hour for Mark T.
Hurford and Kathleen Campbell Davis, $240 per hour for Ayesha
Chacko, and $110 per hour for Santae Boyd and Timothy Simpson; and

   --  Charter Oak Financial Consultants, LLC, as financial
advisor, to be paid $680 per hour for its senior managing
directors, $505 for its directors, $437 for its assistant
directors, and $375 for its associates.

The firms will also be reimbursed for any necessary out-of-pocket
expenses.

The firms assure 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 PI Committee.

The hearing on the retention applications will be on June 24,
2013, at 1:00 pm.  Objections are due June 17.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


ZIONS BANCORP: DBRS Raises Preferred Stock Rating to 'B'
--------------------------------------------------------
DBRS, Inc. has confirmed most of the ratings of Zions
Bancorporation, including its BBB (low) Issuer & Senior Debt
rating.  At the same time, DBRS upgraded the Company's preferred
stock rating to B from B (low) and discontinued the rating for
Zions Capital Trust B securities, which were recently redeemed.
The trend on all ratings remains Stable.  The rating actions
follow a detailed review of the Company's operating results,
financial fundamentals, and future prospects.

The ratings confirmation and upgrade of the preferred stock
reflect the Company's improving credit profile, solid capital and
funding position, and demographically appealing banking franchise.
Ratings also consider Zions' pressured core earnings generation
capacity, commercial real estate (CRE) concentration, and sizable
level of stressed trust preferred collateralized debt obligations
(CDOs).

Underpinning the Company's ratings is a banking franchise located
in ten Western and Southwestern states, a region that has
historically reflected GDP and job creation growth rates that have
outpaced the national average.  DBRS notes that Zions operates
through eight commercial bank subsidiaries, each with their own
brand name, CEO, and management team.  This operating structure
allows the Company to specifically tailor its products and
services to customers on a local level.

Despite the difficult business environment, Zions continues to
make headway in reducing levels of problematic loans, as non-
performing assets (NPAs) are well off their peaks.  Specifically,
NPAs (excluding performing restructured loans) declined $346.7
million, or 33.6%, since March 31, 2012 and represented 1.80% of
total loans, leases and OREO.  Meanwhile, net charge-offs were a
modest 0.19% of average loans for 1Q13, down from 0.20% for 4Q12
and 0.59% for 1Q12.  Reflecting positively on future credit
quality, classified loans (excluding FDIC covered loans) continued
to decline.  These positive trends supported a negative provision
for loan losses of $29.0 million in 1Q13, compared to a negative
provision of $10.4 million in 4Q12.  At current loss rates, Zions'
loan loss reserve coverage remains adequate in DBRS's view at
141.68% of nonperforming loans and 2.23% of total loans.

With a small-to- middle market commercial business focus, Zions'
loan portfolio is heavily weighted in C&I and CRE loans.  DBRS
considers the Company's CRE component to be a concentration at
440% of tangible common equity.  Nonetheless, the Company does
have a sizable level of owner occupied CRE loans, which in general
have credit characteristics more akin to C&I loans.  Excluding
these loans, CRE loans represented 252% of tangible common equity.
DBRS notes that the Company currently has a moderately sized
construction loan portfolio, which totals 6.2% of total loans.

Ratings also consider Zions pressured core income before
provisions and taxes (IBPT).  Zions' IBPT remains strained by the
slow growth economy, low interest rate environment and higher
dependence on spread income.  Specifically, the Company's spread
income continues to be pressured by a narrowing net interest
margin, mostly offset by moderate loan growth.  Positively, Zions'
loan portfolio (average basis) has increased for three consecutive
quarters.  1Q13 growth reflected higher levels of C&I loans,
construction/land development exposure, and residential mortgages.
Easily funding the loan portfolio is a sizable level of core
deposits, which includes a large component of non-interest bearing
demand deposits that represented 38.9% of total deposits (as of
March 31, 2013).  Going forward, DBRS anticipates continued margin
pressure, given low interest rates.  Nonetheless, when interest
rates do increase, Zion's spread income will benefit from its
significant asset sensitivity.

Zions' pressured core earnings also reflect its limited fee income
and relatively high expenses.  Specifically, the Company's
adjusted fee income remains fairly low, at 23.3% of total
revenues.  Meanwhile, non-interest expense remains relatively
high, as reflected by the Company's 1Q13 and 2012 efficiency
ratios of 73.7% and 74.3% (DBRS calculated), respectively.
Importantly, despite an outsized OTTI charge in 4Q12, related to
its $1.2 billion (carrying value) trust preferred CDO portfolio,
DBRS sees future related charges as manageable.  The larger 4Q12
charge reflected significant changes to Zion's modeling
assumptions related to prepayment speeds and probability of
defaults on certain deferring bank holding company trust preferred
securities.  Finally, DBRS notes that Zions' bottom line will
benefit from lower levels of future preferred stock dividends, as
the Company refinances out of higher cost capital.

Zions' capital position is sound, in DBRS's opinion, and provides
adequate loss absorption capacity, especially at current loss
rates. Zions' tangible common equity represents 7.53% of tangible
assets at March 31, 2013, while the Company's regulatory capital
ratios are comfortably above regulators' "well capitalized" levels
with a Tier 1 common equity ratio of 10.06% and Tier 1 ratio at
11.56%.

Zions Bancorporation, a financial holding company headquartered in
Salt Lake City, Utah, reported $54.1 billion in assets at March
31, 2013.


* Moody's Cites Rising Competition for Pennsylvania Gaming Sector
-----------------------------------------------------------------
Gaming revenue in Pennsylvania will slow markedly as the market
matures and new competition ramps up, Moody's Investors Service
says in a new report, "Pennsylvania Gaming Market Slows as
Competition Heats Up Across the Border." The rapid-growth phase
that began when the first casino opened in the state in 2007 is
coming to an end.

"Gaming revenue growth has slowed markedly in Pennsylvania with
the opening of new casinos in neighboring Maryland and Ohio," says
Vice President -- Senior Credit Officer, Peggy Holloway. "Same-
store sales in Pennsylvania fell 2.5% in the 12 months ended in
April, compared with a 17% increase the prior year."

Most of the casinos in Eastern Pennsylvania are located in the
Philadelphia area, well within driving distance of rising
competition in Maryland, Holloway says. Philadelphia-area casinos,
in particular, have been hurt by the successful ramp-up of
Maryland Live!, while a planned second casino in Center City
Philadelphia will present a further challenge to Eastern
Pennsylvania operators.

In the west of the state, companies will face more competition
from the Nemacolin Woodlands Resort, about 60 miles outside of
Pittsburgh, when it opens its doors in July this year, while a new
racino is expected to open for business near Youngstown, Ohio,
next year. Meanwhile, the opening of the Horseshoe Cleveland
casino in May last year marked a watershed moment for Presque Isle
Downs casino in Erie, which has suffered double-digit declines in
monthly revenue ever since.

"Among companies that are most vulnerable to increasing
competition are single-asset operators located closest to new
supply, or those that rely on just one facility," says co-author
of the report, Peter Trombetta. In Pennsylvania, Chester Downs and
Marina, LLC could suffer from its close proximity to Maryland, he
says, while single-asset operator SugarHouse HSP Gaming Prop.
Mezz, L.P. is preparing for the arrival of a competitor in Central
City.


* Russian Partner Can't Dodge $350M Boeing Suit Over JV
-------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that a California
federal judge refused to toss Boeing Co.'s lawsuit accusing its
Russian and Ukrainian partners in a satellite-launching company of
skipping out on $350 million owed to the aerospace giant after the
joint venture went bankrupt in 2009.

According to the report, U.S. District Judge Audrey B. Collins
issued an order denying motions to dismiss the case from Boeing's
Russia-based partner, S.P. Korolev Rocket and Space Corp. Energia,
and two of its affiliates, casting aside arguments that her court
does not have jurisdiction over the matter.

The case is The Boeing Company et al v. KB Yuzhnoye et al, Case
No. 2:13-cv-00730 (C.D.Cal.).


* Former SAC Manager Faces Nov. 4 Insider-Trading Trial
-------------------------------------------------------
Patricia Hurtado & Bob Van Voris, writing for Bloomberg News,
reported that former SAC Capital Advisors LP portfolio manager
Mathew Martoma is scheduled to go on trial Nov. 4 on charges he
helped the hedge fund founded by Steven A. Cohen make $276 million
using illegal tips about a drug to treat Alzheimer's disease.

According to the report, U.S. District Judge Paul Gardephe in
Manhattan set the jury trial date after Martoma's lawyer, Richard
Strassberg, said at a hearing that prosecutors told him they might
file a superseding or revised indictment that would include
additional information. The government's deadline to file insider
trading charges in the case expires in late July.

The report said Strassberg argued he'd need time to prepare if a
new indictment is filed and told Gardephe that he has a trial
before U.S. District Judge Jed Rakoff scheduled to begin in late
September that could pose a conflict with Martoma's November trial
date. He asked that the trial start in February.

"We do understand that there is a possibility the government will
seek to file a superseding indictment by the end of July,"
Strassberg said, according to the news agency. "That may require
additional time to prepare a defense."

Gardephe said he was reluctant to wait until next year and said he
originally intended to set a September trial date in the case
before Strassberg took over as Martoma's defense counsel in April,
the report related.


* Senators Draft Plan to Abolish Fannie Mae and Freddie Mac
-----------------------------------------------------------
Clea Benson, writing for Bloomberg News, reported that a
bipartisan group of U.S. senators is putting the final touches on
a bill that would liquidate Fannie Mae and Freddie Mac and replace
them with a government reinsurer of mortgage securities behind
private capital.

According to the report, the legislation, written by Tennessee
Republican Bob Corker and Virginia Democrat Mark Warner with input
from other senators, is likely to be the first detailed blueprint
reflecting a growing consensus in Washington that the U.S. role in
mortgage finance should be limited to assuming risk only in
catastrophic circumstances. It also reflects the prevailing view
among lawmakers that the two government-sponsored enterprises
should cease to exist, according to a discussion draft obtained by
Bloomberg News.

The report said that as a serious bipartisan effort written by
members of the Senate Banking Committee, the measure could restart
the long-stalled debate over the future of the mortgage-finance
system. Still, it represents only a first step in what is likely
to be a long legislative process, and it's unclear how much
support the authors will get from their colleagues.

"We expect the bill to change over time, as that is what happens
when legislation is debated," Jaret Seiberg, an analyst at
Guggenheim Securities LLC's Washington Research Group, said in a
note to clients, the report noted. "We continue to believe that
GSE reform may not cross the finish line until after the next
president is inaugurated" in 2017.


* FHA Losses Could Hit $115 Billion in Extreme Scenario
-------------------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
the Federal Housing Administration's projected losses over 30
years could reach as high as $115 billion under a previously
undisclosed "stress test" conducted last year to determine how the
agency would fare under an extremely severe economic scenario,
according to documents reviewed by a congressional committee.

According to the report, the forecast was significantly worse than
the most severe estimate included in the government mortgage-
insurance agency's independent actuarial review released last
November. The FHA's outside actuaries modeled the analysis along
the lines of the annual stress test employed by the Federal
Reserve Board, which gauges how the nation's largest financial
institutions would fare in the event of a significant economic
shock. The FHA isn't required to use the Fed test.

The findings are part of an investigation by the House Oversight
and Government Reform Committee, headed by Rep. Darrell Issa (R.,
Calif.), the report said. In a letter, Mr. Issa asked Carol
Galante, the FHA's commissioner, why the agency hadn't disclosed
the figure, which he called "troubling."

"We are reviewing this matter and will respond to the committee
appropriately," Addie Whisenant, a spokeswoman for the Department
of Housing and Urban Development, which oversees the FHA, told
WSJ.

The FHA doesn't make loans but insures lenders against losses on
mortgages that meet its standards, the report related. It is
required to maintain enough cash to pay for projected losses on
all loans it insures. In its annual audit, the agency disclosed
that under current conditions, its projected losses over 30 years
would exceed its reserves by $13.5 billion.


* Dallas Bankruptcy Atty. Michelle V. Larson Rejoins Andrews Kurth
------------------------------------------------------------------
Andrews Kurth LLP is pleased to announce that noted bankruptcy
attorney Michelle V. Larson has rejoined the firm as a Partner in
Dallas.

Ms. Larson provides clients with more than 16 years of experience
representing businesses in commercial bankruptcy and restructuring
matters, including work for both debtors and creditors in complex
bankruptcy proceedings, out-of-court restructurings, liquidations,
secured financings and commercial litigation.

"Michelle has been at the center of some of this country's most
notable cases," says Houston attorney Bob Jewell, Managing Partner
of Andrews Kurth. "She is one of the most sought-after attorneys
in Texas, and she will be a tremendous asset to our clients."

Ms. Larson most recently worked with Forshey Prostok LLP, a
bankruptcy boutique, where she opened and led the firm's Dallas
office. She also previously practiced in the Dallas offices of
Weil, Gotshal & Manges LLP and Andrews Kurth LLP.

"This move is a homecoming of sorts, as I rejoin the great team at
Andrews Kurth," says Ms. Larson. "Andrews Kurth has an outstanding
reputation in the bankruptcy field, and I look forward to
continuing to build on that strong tradition."

A Certified Public Accountant, Ms. Larson earned her law degree
from the Loyola University School of Law. She maintains an AV-
Preeminent Peer Review Rating from Lexis Nexis Martindale-Hubbell,
one of the leading guides to the nation's top lawyers.

Ms. Larson is a member of the American Association of Attorney-
Certified Public Accountants, International Women's Insolvency and
Restructuring Confederation, and Attorneys Serving the Community.

Ms. Larson may be reached at:

         Michelle Larson, Esq.
         ANDREWS KURTH LLP
         1717 Main Street
         Suite 3700
         Dallas, TX 75201
         Phone: 214.659.4731
         Fax: 214.659.1461
         E-mail: michellelarson@andrewskurth.com

                      About Andrews Kurth LLP

For more than a century, Andrews Kurth has built its practice on
the belief that "straight talk is good business." Real answers,
clear vision and mutual respect define the firm's relationships
with clients, colleagues, communities and employees. With over 400
lawyers and offices in Austin, Beijing, Dallas, Houston, London,
New York, Research Triangle Park, The Woodlands and Washington,
D.C., Andrews Kurth represents a wide array of clients in multiple
industries. For more information about Andrews Kurth, please visit
andrewskurth.com.


* Vorys Houston Office Continues Expansion with 2 New Attorneys
---------------------------------------------------------------
Vorys, Sater, Seymour and Pease LLP announced that two attorneys
have joined the firm's Houston office.  John J. Sparacino, who has
20 years of experience in bankruptcy law, joined as a partner in
the finance, energy and real estate group. Randell J. Gartin
joined as of counsel in the tax and probate group and will
strengthen Vorys' international tax capabilities.

"John and Randy have excellent reputations.  Their experience will
strengthen our office and expand the legal work that we can do on
behalf of our Texas and national clients," said David Oliver, the
managing partner of the Vorys Houston office. "Four years ago, the
Houston office opened with just four attorneys.  We've experienced
significant growth since then and, with John and Randy joining us,
Vorys now has 18 attorneys working here."

Sparacino focuses his practice on bankruptcy related matters
including litigation, receiverships and out-of-court
restructurings.  He has worked on bankruptcy matters throughout
Texas and across the United States.  Sparacino has represented
secured and unsecured creditors, ad hoc creditors' committees,
statutory creditors' committees, equity security holders,
companies reorganizing under Chapter 11, DIP lenders and
purchasers of distressed assets and companies. He also has
represented purchasers and sellers of assets, claims and equity
interests in distressed situations.  In addition, he has
represented indenture trustees in connection with bond debt
transactions, including new issuances, tender offers, exchange
offers, redemptions, amendments, work-outs and bankruptcies. Prior
to joining Vorys, Sparacino was a partner at Andrews Kurth LLP.

Gartin advises clients on the complex U.S. tax rules that apply to
ownership and operation of international businesses.  In addition,
he assists clients with international transactions and
restructurings, including the application of U.S. anti-deferral
regimes, foreign investment in the United States, and U.S.
withholding and treaty planning. Gartin also advises clients on a
wide range of U.S. federal income tax planning matters, including
tax planning matter with respect to mergers and acquisitions,
financings, reorganizations, and general corporate and partnership
tax issues.  He provides tax planning and restructuring advice and
has experience identifying and mitigating tax risk and exposure,
structuring tax-free reorganizations, and structuring joint
ventures and asset/equity dispositions. Prior to joining Vorys,
Gartin was an associate attorney in the Dallas office of Weil,
Gotshal & Manges LLP and the Chicago office of Skadden, Arps,
Slate, Meagher & Flom LLP.

Mr. Sparacino may be reached at:

         John J. Sparacino, Esq.
         VORYS, SATER, SEYMOUR and PEASE LLP
         700 Louisiana Street
         Suite 4100
         Houston, TX 77002
         Tel: 713.588.7038
         Fax: 713.588.7080
         E-mail: jjsparacino@vorys.com

Mr. Gartin may be reached at:

         Randell J. Gartin, Esq.
         VORYS, SATER, SEYMOUR and PEASE LLP
         700 Louisiana Street
         Suite 4100
         Houston, TX 77002
         Tel: 713.588.7019
         Fax: 713.588.7079
         E-mail: rjgartin@vorys.com

About Vorys: Vorys was established in 1909 and has grown to be one
of the largest Ohio-based law firms with nearly 375 attorneys in
six offices in Columbus, Cincinnati, Cleveland and Akron, Ohio;
Washington, D.C.; and Houston, Texas. The firm opened its Houston
office in February 2009.  Vorys currently ranks as one of the 200
largest law firms in the United States according to American
Lawyer magazine.


* Cozen Opens Minneapolis Office with Addition of 8 Lateral Attys.
------------------------------------------------------------------
Cozen O'Connor announced that it is opening a Minneapolis office
with eight transactional and commercial litigation attorneys from
Hinshaw & Culbertson, LLP.  Thomas Wallrich, Steven Silton, Thomas
Kane, Peter Crema, Nadia Hasan, Heather Marx, Joel Nesset and
Kristi Zentner are all joining the firm as members.

The new Cozen O'Connor attorneys will work from the firm's newly
opened Minneapolis office at 33 South 6th Street, a 52-story
office building located in the heart of the city's 64-square block
skyway system.

"We are thrilled to welcome Tom Wallrich, Steve Stilton, Tom Kane,
and their group to our new Minneapolis office," said Cozen
O'Connor Chief Executive Officer Michael J. Heller. "Cozen
O'Connor has a history of growing opportunistically, adding to our
strengths when we spot a great opportunity, and the addition of
this group is consistent with this approach," Mr. Heller said.
"This group will help to quickly establish Cozen O'Connor as a
presence in the Minneapolis area. Minneapolis is a primary
business center between Chicago and Seattle, and is a major U.S.
economic hub. The Minneapolis ? St. Paul region serves as the
headquarters for numerous Fortune 1000 corporations and some of
the country's largest private companies."

"Our group is extremely excited to be joining Cozen O'Connor,"
said Thomas G. Wallrich, who will serve as the office managing
partner for Cozen O'Connor's Minneapolis office. "With a national
footprint, and sophisticated capabilities in nearly every area of
business law, the firm represents a great platform for us to grow
our practices," he said. "In addition, Cozen O'Connor's strong
firm culture, which includes real opportunities for leadership and
solid succession planning, means it is also a great place to
advance our careers."

Mr. Wallrich concentrates his practice in the areas of commercial
transactions, banking, bankruptcy, real estate finance and
development and commercial litigation. In the past 20 years, he
also has developed a substantial practice in international trade
in the regions of China, Mexico, and Canada. Mr. Wallrich further
concentrates his trade practice in the area of U.S. Customs and
Border Protection compliance, audit, and enforcement. He also
represents clients before the International Trade Commission and
the U.S. Trade Representative.

Mr. Wallrich has been named a SuperLawyer by Thompson Reuters for
15 consecutive years. He has also been named one of the Top 25
SuperLawyers for business restructuring and workouts. Mr. Wallrich
is active in the Twins Cities community. He is a clinical
instructor at the University of St. Thomas Law School. He serves
his alma mater on the University of Minnesota, College of Liberal
Arts Internship Board. He is also active in fundraising at Benilde
/ St. Margaret's Academy.

Steve Silton, who will serve on Cozen O'Connor's board of
directors, focuses his practice on sales and purchases of
businesses, financing, securities placements and related work for
mid-sized corporations, banks, credit unions, financial groups and
professional athletes and sports franchises. He also works with
distressed businesses in their reorganization efforts. Mr Silton
has been named one of Minnesota's Top 100 SuperLawyers by Thomson
Reuters.

He is active in the community serving on the boards of Bolder
Options, the Sanneh Foundation and the Jack Brewer Foundation, in
addition to a committee at the University of Minnesota.

Tom Kane is a commercial trial lawyer with a focus on the
representation of employers, the defense of large employment class
actions and major commercial litigation. He also has represented a
number of real estate lenders and developers in their litigation.
He is well known across the state of Minnesota as a trial lawyer
handling the prosecution and defense of all types of business
disputes for corporations, insurance companies as well as
individuals. He has been a fellow of the American College of trial
lawyers for over 20 years.

Peter Crema, Nadia Hasan and Heather Marx have extensive
experience representing clients in business litigation, employment
and related matters. Joel Nesset focuses on bankruptcy and finance
matters, and Kristi Zentner focuses on business transactions.

Messrs. Wallrich, Silton, Nesset and Ms. Hasan direct the Consumer
Bankruptcy Clinic and Bankruptcy Litigation Clinic at the
University of St. Thomas Law School.

                      About Cozen O'Connor

Established in 1970, Cozen O'Connor has 575 attorneys who help
clients manage risk and make better business decisions. The firm
counsels clients on their most sophisticated legal matters in all
areas of the law, including litigation, corporate, and regulatory
law. Representing a broad array of leading global corporations and
middle market companies, Cozen O'Connor serves its clients' needs
through 23 offices across two continents.


* BOND PRICING -- For Week From June 3 to 7, 2013
-------------------------------------------------

  Issuer Name            Ticker Coupon Bid Price  Maturity Date
  -----------            ------ ------ ---------  -------------
James River Coal Co      JRCC    4.500    48.000      12/1/2015

ATP Oil & Gas Corp       ATPG   11.875     1.375       5/1/2015

Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc            TXU    10.250    11.520      11/1/2015

Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc            TXU    15.000    30.000       4/1/2021

USEC Inc                 USU     3.000    22.145      10/1/2014

Alion Science &
  Technology Corp        ALISCI 10.250    54.225       2/1/2015

School Specialty Inc     SCHS     3.750    40.000     11/30/2026

AGY Holding Corp         AGYH    11.000    56.000     11/15/2014

Verso Paper
  Holdings LLC /
  Verso Paper Inc        VRS     11.375    43.621       8/1/2016

RBS Capital Trust I      RBS      4.709    81.875

Eastman Kodak Co         EK       7.000    17.583       4/1/2017

Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc            TXU     10.250    11.520      11/1/2015

Geokinetics Holdings
  USA Inc                GEOK     9.750    52.750     12/15/2014

Cengage Learning
  Acquisitions Inc       TLACQ   10.500     9.875      1/15/2015

Verizon Maryland LLC     VZ       7.150    99.000       5/1/2023

Affinion Group
  Holdings Inc           AFFINI  11.625    54.492     11/15/2015

OnCure Holdings Inc      ONCJ    11.750    41.750      5/15/2017

GMX Resources Inc        GMXR     9.000    19.625       3/2/2018

HollyFrontier Corp       HFC      9.875   104.000      6/15/2017

Overseas Shipholding
  Group Inc              OSG      8.750    82.000      12/1/2013

Savient
  Pharmaceuticals Inc    SVNT     4.750    15.000       2/1/2018

Cengage Learning
  Acquisitions Inc       TLACQ   12.000    11.500      6/30/2019

Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc            TXU     10.500    12.500      11/1/2016

TMST Inc                 THMR     8.000     8.560      5/15/2013

GMX Resources Inc        GMXR     4.500     3.362       5/1/2015

THQ Inc                  THQI     5.000    44.750      8/15/2014

Hawker Beechcraft
  Acquisition Co LLC /
  Hawker Beechcraft
  Notes Co               HAWKER   8.500     6.000       4/1/2015

FiberTower Corp          FTWR     9.000     9.750       1/1/2016

Platinum Energy
  Solutions Inc          PLATEN  14.250    40.000       3/1/2015

Mashantucket Western
  Pequot Tribe           MASHTU   8.500     7.125     11/15/2015

Dynegy Roseton LLC /
  Dynegy Danskammer LLC
  Pass Through Trust
  Series B               DYN      7.670     4.500      11/8/2016

Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc            TXU     15.000    32.200       4/1/2021

PMI Group Inc/The        PMI      6.000    28.000      9/15/2016

Penson Worldwide Inc     PNSN    12.500    20.625      5/15/2017

Target Corp              TGT      4.000    99.530      6/15/2013

AES Eastern Energy LP    AES      9.000     1.750       1/2/2017

Eastman Kodak Co         EK       9.200    24.950       6/1/2021

FairPoint Communications
  Inc/Old                FRP     13.125     1.040       4/2/2018

Hawker Beechcraft
  Acquisition Co LLC /
  Hawker Beechcraft
  Notes Co               HAWKER   8.875     2.000       4/1/2015

Las Vegas Monorail Co    LASVMC   5.500    20.000      7/15/2019

Gasco Energy Inc         GSXN     5.500    17.000      10/5/2015

Cengage Learning
  Holdco Inc             TLACQ   13.750     1.000      7/15/2015

Buffalo Thunder
  Development Authority  BUFLO    9.375    30.375     12/15/2014

Lehman Brothers Inc      LEH      7.500    17.000       8/1/2026

Allstate Corp/The        ALL      7.500    99.554      6/15/2013

ATP Oil & Gas Corp       ATPG    11.875     1.000       5/1/2015

Downey Financial Corp    DSL      6.500    64.000       7/1/2014

Ambac Financial
  Group Inc/Old          ABK      6.150    15.200       2/7/2087

AES Eastern Energy LP    AES      9.670     4.125       1/2/2029

Eastman Kodak Co         EK       9.950    17.700       7/1/2018

HP Enterprise
  Services LLC           HPQ      3.875    96.900      7/15/2023

Motors Liquidation Co    MTLQQ    7.200     1.250      1/15/2011

Residential
  Capital LLC            RESCAP   6.875    30.500      6/30/2015

FairPoint
  Communications
  Inc/Old                FRP     13.125     1.000       4/1/2018

Horizon Lines Inc        HRZL     6.000    30.480      4/15/2017

Maxim Integrated
  Products Inc           MXIM     3.450    99.477      6/14/2013

Ally Financial Inc       ALLY     5.700    99.405      6/15/2013

Cengage Learning
  Acquisitions Inc       TLACQ   10.500     9.875      1/15/2015

LBI Media Inc            LBIMED   8.500    30.000       8/1/2017

Motors Liquidation Co    MTLQQ    6.750     1.250       5/1/2028

ATP Oil & Gas Corp       ATPG    11.875     1.000       5/1/2015

Motors Liquidation Co    MTLQQ    7.375     1.250      5/23/2048

PMI Capital I            PMI      8.309     0.625       2/1/2027

Mashantucket Western
  Pequot Tribe           MASHTU   8.500     7.125     11/15/2015

Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc            TXU     10.250    11.750      11/1/2015

Texfi Industries         TXFIE    8.750     1.000       8/1/1999

Goldman Sachs
  Group Inc/The          GS       3.400    99.384      6/15/2013

Champion
  Enterprises Inc        CHB      2.750     0.375      11/1/2037

Penson
  Worldwide Inc          PNSN    12.500    20.625      5/15/2017

Delta Air Lines 1993
  Series A1 Pass
  Through Trust          DAL      9.875    20.875      4/30/2049

SLM Corp                 SLMA     4.550    99.550      6/15/2013

Genworth Global
  Funding Trusts         GNW      5.500    99.675      6/15/2013

Springleaf
  Finance Corp           AMGFIN   5.500    99.500      6/15/2013

Geokinetics
  Holdings USA Inc       GEOK     9.750    51.750     12/15/2014

WCI Communities
  Inc/Old                WCI      4.000     0.375       8/5/2023

Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc            TXU     10.500    11.125      11/1/2016

SLM Corp                 SLMA     0.791    98.875      6/15/2014

Powerwave
  Technologies Inc       PWAV     3.875     1.125      10/1/2027

Powerwave
  Technologies Inc       PWAV     1.875     1.125     11/15/2024

Prudential
  Financial Inc          PRU      3.980    99.500      6/10/2013

FairPoint
  Communications
  Inc/Old                FRP     13.125     1.000       4/1/2018

Terrestar
  Networks Inc           TSTR     6.500    10.000      6/15/2014

WCI Communities
  Inc/Old                WCI      4.000     0.375       8/5/2023

Lehman Brothers
  Holdings Inc           LEH      1.000    20.500      8/17/2014

Lehman Brothers
  Holdings Inc           LEH      0.250    20.500      1/26/2014

Lehman Brothers
  Holdings Inc           LEH      1.250    20.500       2/6/2014

Lehman Brothers
  Holdings Inc           LEH      0.250    20.500     12/12/2013

Lehman Brothers
  Holdings Inc           LEH      1.000    20.500      3/29/2014

Powerwave
  Technologies Inc       PWAV     1.875     1.125     11/15/2024

Lehman Brothers
  Holdings Inc           LEH      1.000    20.500      8/17/2014



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***