TCR_Public/130104.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, January 4, 2013, Vol. 17, No. 3

                            Headlines

11447 SECOND: Case Summary & 12 Unsecured Creditors
3210 RIVERDALE: Judge Issues Final Decree Closing Chapter 11 Case
A123 SYSTEMS: Committee Taps Lobbyist for Sale to China Firm
ALEXANDER & BISHOP: Case Summary & 11 Largest Unsecured Creditors
AMERICAN AIRLINES: "Matter of Weeks" Away From Merger Decision

AMERICAN AIRLINES: Sells London Property to CG for GBP14.15-Mil.
AMERICAN AIRLINES: To Pay $1+ Mil. in City of St. Louis Deal
AMERICAN AIRLINES: Seeks Approval of Wayne County Airport Deal
AMERICAN AIRLINES: American Eagle New Labor Deals Approved
AMF BOWLING: Has Final Access to $50-Million DIP Financing

AMF BOWLING: Auction Scheduled for March 18
AMPAL-AMERICAN: Committee Files Competing Reorganization Plan
AMPAL-AMERICAN: Can Employ Houlihan Lokey as Investment Banker
APPLEWOOD PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
AVIS BUDGET: Zipcar Acquisition No Impact on Moody's 'B1' CFR

BALTIMORE BEHAVIORAL: Case Summary & Creditors List
BEVERLY GLEN: Case Summary & 2 Unsecured Creditors
BEVERLY HILLS: Voluntary Chapter 11 Case Summary
BH1: Case Summary & 5 Unsecured Creditors
C.B.L. LLC: Case Summary & 12 Unsecured Creditors

CBRP LLC: Case Summary & 16 Largest Unsecured Creditors
CENTENNIAL BEVERAGE: Selling 13 Stores to Cheers Spirits
COMMUNITY COUNTRY: Projects More Expenses; Lives on Donations
CRYSTAL CLEAR: Case Summary & 4 Unsecured Creditors
DAKS LLC: Reuben Firm Loses California State Court Appeal

DENISE ROBERTS-DUDE: Stewart Title Allowed $2.9MM Unsecured Claim
DEWEY & LEBOUEF: Disclosure Hearing Moved; Files Amended Plan
DEWEY & LEBOUEF: Briefing of PCP Appeal to Conclude Jan. 14
DIVERSIFIED MACHINE: S&P Withdraws 'B-' Corporate Credit Rating
DOOLEYS RAINWATER: Clawback Suit v. Car Lenders Goes to Trial

DVORKIN HOLDINGS: Chapter 11 Trustee Takes Over
DYNEGY HOLDINGS: Court Approves Roseton and Danskammer Sales
EASTERN LIVESTOCK: Chapter 11 Trustee's Liquidating Plan Confirmed
EASTMAN KODAK: Gives Details on $844MM in Replacement Financing
EATERIES INC: Voluntary Chapter 11 Case Summary

EDISON MISSION: Chevron Sues to Force Buyout of Two Plants
EMRLH4 LLC: Voluntary Chapter 11 Case Summary
EMPRESAS OMAJEDE: Case Summary & 20 Largest Unsecured Creditors
ENGLOBAL CORP: Completes Divestiture of Midstream Inspection Unit
FIESTA HOLDINGS: Voluntary Chapter 11 Case Summary

FIRST PHILADELPHIA: Case Summary & 6 Unsecured Creditors
FOREST CITY: Completes Two Asset Dispositions in Non-Core Markets
FR 160 LLC: Amends List of 6 Largest Unsecured Creditors
FRANK SMITH'S: Bankruptcy Stays Gene Doss Construction Appeal
HARPER BRUSH: Court Approves Outline of Sale-Based Plan

JEFFERSON COUNTY, AL: Bessemer Courthouse Settlement Approved
JEFFERSON COUNTY, AL: Judge Backs Hospital Partial Closure
KENNETH A. LIPPMANN: Utah Court Confirms Modified Bankruptcy Plan
KING AND QUEEN: Must File Plan by Jan. 13 or Face Dismissal
LAKE RETREAT: Case Summary & 13 Unsecured Creditors

LCI HOLDING: U.S. Trustee Appoints 3-Member Creditors Committee
LEHMAN BROTHERS: Free Cash Increases to $5.6 Billion
LEHMAN BROTHERS: Seeks Six-Month Stay on 50+ Lawsuits
LEHMAN BROTHERS: Court OKs Fee Applications of Clyde, et al.
LEHMAN BROTHERS: 2nd Cir. Refuses to Revive Securities Fraud Suit

LON MORRIS: Court Approves Down Lohnes as Special Counsel
MARBLE CLIFF: Bresco Claims Have Priority Over MTGLQ Claims
MCDONNELL HORTICULTURE: Case Summary & Creditors List
MEDFORD VILLAGE: Chapter 11 Case Dismissed
MF GLOBAL: Settles With U.K. Unit to Help Foreign Traders

MONTE CRISTO: Case Summary & 4 Unsecured Creditors
MICROPHAGE INC: Files for Bankruptcy Protection in Colorado
MICROPHAGE INC: Case Summary & 20 Largest Unsecured Creditors
MS MARK SHALE: Trademarks Fetching at Least $10,000
NATIONAL CENTURY: Poulsen's Bid to Set Aside Dismissal Denied

NATIONAL CENTURY: Hampton-Stein Lawsuit Dismissed
NATIONAL CENTURY: VI/XII Trust Report for Qtr. Ended June 30
NATIONAL CENTURY: UAT Report for Qtr. Ended June 30
NEW ENGLAND COMPOUNDING: Case Summary & Largest Unsec. Creditors
NEWS PUBLISHING: Small-Town Georgia Newspapers in Chapter 11

NWC MCCASLIN-CENTURY: Case Summary & Largest Unsecured Creditor
OFFICE LOGIC: Case Summary & 20 Largest Unsecured Creditors
OSHKOSH CORP: S&P Affirms 'BB' CCR, Outlook Positive
OVERSEAS SHIPHOLDING: Can Employ Daniel H. Golden as Counsel
OVERSEAS SHIPHOLDING: Court Approves FTI as Financial Advisor

OVERSEAS SHIPHOLDING: Can Hire Houlihan Lokey as Investment Banker
OVERSEAS SHIPHOLDING: Court Approves Pepper Hamilton as Co-Counsel
OVERSEAS SHIPHOLDING: Directors Subject to More Class Suits
PEACH 75: Case Summary & 7 Unsecured Creditors
PATRICK BARKER: Vianello Awarded $38K for Substantial Contribution

PINDO SAVANNAH: Case Summary & Largest Unsecured Creditor
PINNACLE AIRLINES: Enters Into Comprehensive Agreements
PLYMOUTH OIL: Court Extends Plan Filing Deadline to March 20
PROVIDERX OF GRAPEVINE: Case Summary & Creditors List
PUERTO DEL REY: Case Summary & 20 Largest Unsecured Creditors

Q2 PROPERTIES: Case Summary & 11 Largest Unsecured Creditors
REDCHIP COMPANIES: Opts to Wind Down China Operations
RESIDENTIAL CAPITAL: Creditors Can Challenge 2nd-Lien Collateral
RESIDENTIAL CAPITAL: Committee Won't Oppose Ally Reimbursement
RESIDENTIAL CAPITAL: Removal Period Extended to April 9

RESIDENTIAL CAPITAL: RMBS Trustees Object to Rejection Protocol
RESIDENTIAL CAPITAL: Parties Argue on Settlement Documents
ROY HARRIS: Ind. Appeals Court Rules in Medical Malpractice Case
RTH PROPERTIES: Case Summary & Unsecured Creditor
SAGAMORE PARTNERS: Failure to Give Proper Notice Costs $8-Mil.

SEAWORLD ENTERTAINMENT: IPO Filing No Impact on Moody's 'B1' CFR
SINO-FOREST CORP: Settles Class Action Over Ernst & Young Audits
SOUTH LAKES DAIRY: Atkinson Andelson Okayed as Litigation Counsel
SOUTHERN MODULAR: Seeks to Dismiss Involuntary Chapter 11
STEVE ZAPPETINI: Case Summary & 18 Largest Unsecured Creditors

THOMAS G. DRAUSCHAK: Sovereign Bank Allowed to Foreclose
TIMOTHY RAY WRIGHT: Wins Dismissal of Bank's Deficiency Claim
TRIBUNE CO: Proposes to Use Amended Caption in Chap. 11 Cases
TRIBUNE CO: Proposes to Settle Universal City Studios Claims
TRIBUNE CO: Replacing Committee as Plaintiffs in 174 Suits

TRIBUNE CO: Has $39.5-Mil. Profit for Oct. 22 to Nov. 18 Period
US POSTAL: Postmaster Balks at Lack of Action on Financial Woes
USI INC: S&P Assigns 'CCC' Rating on $630MM Sr. Unsecured Notes
VAIL LAKE: Involuntary Chapter 11 Case Summary
VALENCE TECHNOLOGY: Needs Time to Find Exit Loan

VASIC PROPERTIES: Case Summary & Unsecured Creditor
VERTIS HOLDINGS: GE Capital DIP Facility Extended to Jan. 31
VITRO SAB: Bondholders Begin Assault on U.S. Unit
W.V.S.V. HOLDINGS: Can Access $500K DIP Financing From Hansen
W.V.S.V. HOLDINGS: Confirmation Hearing Continued to Feb. 19

WALLDESIGN INC: Court Approves Shulman as Litigation Counsel
WASHINGTON COMMUNITIES: Voluntary Chapter 11 Case Summary
WEST CHARLESTON: Voluntary Chapter 11 Case Summary
WEST COVINA MOTORS: Case Summary & 10 Unsecured Creditors

* Moody's Assesses Impact of US Fiscal Package
* Rep. Fattah Introduces Bill to Avoid Future "Fiscal Cliffs"

* 21 Chapter 11 Cases Filed in Louisville, KY Bankr. Court in 2012
* CoreLogic Reports 55,000 Completed Foreclosures in November

* Neuberger Berman Portfolio Managers See Stability in 2013
* WTAS Promotes R.J. Starr to Managing Director in Los Angeles

* BOOK REVIEW: Corporate Venturing -- Creating New Businesses



                            *********

11447 SECOND: Case Summary & 12 Unsecured Creditors
---------------------------------------------------
Debtor: 11447 Second Street III, LLC
        2009 Chandeleur Drive
        Rancho Palos Verdes, CA 90275

Bankruptcy Case No.: 12-84738

Chapter 11 Petition Date: December 21, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: Jeffrey C. Dan, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S. Lasalle Street, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: jdan@craneheyman.com

Scheduled Assets: $172,374

Scheduled Liabilities: $2,239,928

A copy of the Company's list of its 12 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-84738.pdf

The petition was signed by Cynthia Berkovich, member of Berkovich
Family 1997 Irrevocable Trust.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
11447 Second Street I, LLC            12-84690            12/18/12


3210 RIVERDALE: Judge Issues Final Decree Closing Chapter 11 Case
-----------------------------------------------------------------
James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York issued a final decree closing the Chapter 11
case of 3210 Riverdale Associates LLC, citing substantial
consummation of its amended plan of reorganization.

Judge Peck directed the Debtor will pay the office of the United
States Trustee the appropriate amount of any quarterly fees due
pursuant and any applicable interest due, which fees and interest
will be paid within 10 days from the entry of the final decree.

                      About 3210 Riverdale

Bronx, New York-based 3210 Riverdale Development LLC filed for
Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-11109) on
March 20, 2012.  Judge James M. Peck is assigned to the Debtor's
bankruptcy case.

3210 Riverdale owns certain real property and improvements located
at 3210 Riverdale Ave., 3217 Irwin Ave., and 3219 Irwin Ave., in
Bronx.  The Chapter 11 filing stays an auction scheduled by the
secured lender.  At the behest of HSBC Capital (USA) Inc.,
administrative lender, New York auctioneer Sheldon Good & Company
was set to conduct a public auction March 21 of 100% of the
limited liability company interests in 3210 Riverdale, pledged by
the Debtor to the lenders.

Riemer & Braunstein LLP, in New York, represented HSBC Capital in
the proposed sale.

Mark J. Friedman P.C., withdrew as counsel to the Debtor due to
breakdown in communication.

The Debtor is currently represented by Jonathan S. Pasternak,
Esq., at Rattet Pasternak, LLP.

The parties behind 3210 Riverdale Avenue Partners LLC are Michael
Davis, at Plymouth Group, and Laurence Rappaport at KABR Group.
The senior lenders are represented by Andrew C. Gold, Esq., at
Herrick, Feinstein LLP.


A123 SYSTEMS: Committee Taps Lobbyist for Sale to China Firm
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official A123 Systems Inc. creditor's committee
is hiring a Washington lobbyist to fend off opposition to
government approval of the sale to China's Wanxiang Group Corp.

The report recounts that A123 received approval from the
bankruptcy court on Dec. 11 to sell the business to Wanxiang for
$256.6 million.  Before the sale can be completed, it must be
approved by the Treasury Department's Committee for Foreign
Investment in the U.S.

The report relates that in papers filed in bankruptcy court last
week, the committee said that Johnson Controls Inc., the "jilted
stalking horse bidder," hired a "seasoned political lobbyist" to
fight against government approval of the sale. JCI was outbid by
Wanxiang at auction.

According to the report, to offset JCI's efforts, the committee
arranged a Jan. 15 hearing in U.S. Bankruptcy Court in Delaware
for permission to hire Capitol Counsel LLC to lobby in support of
the sale.  The committee's lobbyist will charge a $75,000 flat
fee, which the panel says is less than Capitol Counsel typically
would charge.  The lobbyist's work is to be completed by the end
of February.

Milwaukee-based JCI isn't relying only on political pressure to
block the sale. It immediately appealed the sale-approval order.
JCI said it may be interested in buying the business if Wanxiang
can't obtain government approval.

                        About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by lawyers at Brown
Rudnick LLP and Saul Ewing LLP.

A123 sought bankruptcy protection with a deal to sell its auto-
business assets to Johnson Controls Inc.  The deal with JCI is
valued at $125 million, and subject to higher offers at a
bankruptcy auction.  At an auction early in December, JCI's bid
was topped by Wanxiang America's $256.6 million offer.

The Bankruptcy Court approved the sale on Dec. 11.  Wanxiang is
buying most of A123, except for its government business.  Navitas
Systems, a Chicago-area company spun off from Sun MicroSystems, is
buying A123's government business for $2.25 million.

JCI has filed an appeal from the sale approval.


ALEXANDER & BISHOP: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Alexander & Bishop 1, LLC
        300 N. Main Street, Suite 300
        Oshkosh, WI 54901

Bankruptcy Case No.: 12-37795

Chapter 11 Petition Date: December 21, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Mark L. Metz, Esq.
                  LEVERSON & METZ, S.C.
                  225 E. Mason Street, Suite 100
                  Milwaukee, WI 53202
                  Tel: (414) 271-8502
                  Fax: (414) 271-8504
                  E-mail: mlm@levmetz.com

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

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

A copy of the Company's list of its 11 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wieb12-37795.pdf

The petition was signed by J. Peter Jungbacker, managing member.


AMERICAN AIRLINES: "Matter of Weeks" Away From Merger Decision
--------------------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reports that AMR
Corp. Chairman and CEO Tom Horton, in a memo to employees, said
Thursday that his company is just a "matter of weeks" away from
concluding its evaluation of the potential benefits, costs and
risks of a proposed merger with US Airways Group Inc. as a way out
of bankruptcy court.  Mr. Horton cited a proposed memorandum of
understanding that the union representing American Airlines'
pilots reached this weekend, which would govern the way they would
be integrated with US Airways' pilots should a merger occur.  Mr.
Horton said discussions with the US Airways pilots and with other
unions at both companies also are in progress.

WSJ also relates the board of US Airways' pilots union continued a
meeting Thursday to assess whether it also should sign on to the
document; any changes in its language would have to be approved by
the American pilots along with AMR and US Airways.

The report notes AMR also is pursuing a plan that calls for it to
emerge from bankruptcy-court protection as an independent carrier,
free to pursue a merger at a later time. The idea is to give AMR's
creditors options, so they can select the plan that builds the
strongest airline and gives them the greatest financial returns.

According to the report, Mr. Horton said he couldn't provide any
details about the labor talks or the framework of a potential
merger plan because all the parties are bound by nondisclosure
agreements.

According to WSJ, while "within weeks" is more precise than his
previous pronouncement that AMR would make its decision "soon,"
Mr. Horton said his objective remains to create the most value for
AMR's owners and the strongest possible company.

                         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: Sells London Property to CG for GBP14.15-Mil.
----------------------------------------------------------------
AMR Corp. has filed a motion seeking court approval to sell a
townhouse to CG Property Nominees Limited for GBP14.15 million.

The 5,242-square-foot property located in Kensington, London, is
owned by American Airlines Inc., the company's regional carrier.

AMR said it chose CG's cash offer to buy the property over three
other offers it received since it is "consistent with the market
value" reflected in an appraisal of the property.  The company,
along with John D. Wood & Co. and Taylor Vinters LLP, marketed
the property to more than 30 potential buyers.

A portion of the proceeds from the sale will be part of an asset
pool to be distributed among creditors.  Meanwhile, AMR agreed to
pay 1.5% of the purchase price to John D. Wood for its services.
The company also agreed to pay GBP29,000 to Taylor.

AMR has 10 days after it gets court approval of the sale to
complete the deal, according to a court filing.

The terms of the sale are detailed in a nine-page agreement,
which is available for free at http://is.gd/JaqLCR

A court hearing is scheduled for January 9.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: To Pay $1+ Mil. in City of St. Louis Deal
------------------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court in Manhattan to approve
a settlement between its regional carrier and the City of St.
Louis.

The settlement was hammered out in connection with American
Airlines Inc.'s pre-bankruptcy lease agreements with the City of
St. Louis, one of which is a 2007 cargo city lease agreement.

Under the deal, American Airlines will assume the agreements
except the 2007 lease, which has already expired.  The airline
will also pay more than $1 million it owes under those
agreements.

American Airlines and the City of St. Louis also agreed to
release each other from all claims except as provided for in the
proposed settlement.  The terms of the settlement are detailed in
a 22-page agreement, which can be accessed for free at
http://is.gd/A8Bfci

"The agreements are important to American's ongoing operations
and essential to maintaining American's comprehensive route
network, which constitutes the lifeblood of its operations," AMR
lawyer, Stephen Youngman, Esq., at Weil Gotshal & Manges LLP, in
New York.

A court hearing is scheduled for January 9.  Objections are due
by January 2.

                         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: Seeks Approval of Wayne County Airport Deal
--------------------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court in Manhattan to approve
a deal with Wayne County Airport Authority.

Both sides have agreed to the cancellation of a lease contract
dated June 1, 2010, between the airport authority and the
company's regional carrier American Airlines Inc.

The deal is formalized in a six-page stipulation which can be
accessed for free at http://is.gd/QuTDaY

American Airlines entered into the 2010 contract to lease a
facility at the Detroit Metropolitan Wayne County Airport.

Stephen Youngman, Esq., at Weil Gotshal & Manges LLP, in New
York, said the lease is no longer necessary to maintain the
airline's business operations at the Detroit airport.

A court hearing is scheduled for January 9.

                         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: American Eagle New Labor Deals Approved
----------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York approved Debtor American Eagle Airlines
Inc.'s new labor agreements with three unions that will save the
airline a total of $64.6 million per year.

The new agreements at American Eagle are with the Air Line Pilots
Association, the Association of Flight Attendants-CWA, and the
Transport Workers Union of America, which represent fleet service
clerks, aircraft maintenance technicians, ground school
instructors and dispatchers.

The new ALPA agreement, which was approved by 75% of pilots who
voted, will save American Eagle a total of $43.1 million per
year.

No pay reductions were proposed for the pilots under the eight-
year labor agreement, which also covers changes to the pilots'
vacation and sick leave.

Meanwhile, the flight attendants' union won wage increases and
preserved work rules.  Eighty-seven percent of flight attendants
who cast their votes ratified the new deal after American Eagle
made "substantial improvements" over its original demand for
concessions.

The TWUA agreements provide for flexible pay rates for fleet
service clerks and technicians, and increases in base pay rates
for ground school instructors.  No change to current pay scales
was proposed for the dispatchers but the new agreement provides
for a 1.5% pay increase in 2015 and in 2016.

American Eagle can save as much as $21.5 million annually under
the new labor deals with AFA and TWUA, according to court papers.

                         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).


AMF BOWLING: Has Final Access to $50-Million DIP Financing
----------------------------------------------------------
U.S. Bankruptcy Judge Kevin R. Huennekens has issued a final order
allowed AMF Bowling Worldwide Inc. to access a $50 million debtor-
in-financing, with up to $20 million to be used to cash
collateralize the Letters of Credit from its first-lien lenders
including Liberty Harbor Master Fund LP, Midtown Acquisitions LP,
and funds affiliated with Credit Suisse Group AG and Goldman Sachs
Group Inc.

AMF has previously secured a commitment for DIP financing from
certain of its existing first lien secured lenders for $50
million.  Subject to Court approval, the funds will be available
to satisfy obligations associated with conducting AMF's business,
including payment for goods and services provided after the
filing.

The DIP facility provides $30 million of new credit and the
remaining $20 million will be in the form of letters of credit
that "replace" letters of credit that are presently outstanding
under the First Lien Credit Agreement.

The TCR on Nov. 14 reported that objections were filed to AMF's
proposed plan and DIP facility by Cerberus Series Four Holdings,
LLC, and JPMorgan Chase Bank, N.A., holder of $55.2 million in
principal amount of debt owed under the second lien credit
agreement (constituting 69.9% of the second lien debt outstanding)
and $24.6 million of first lien debt (constituting 11.5% of the
first lien debt).  According to JPM and Cerberus, the Ad Hoc Group
of First Lien Lenders have attempted to stifle other constituents,
including in particular Cerberus and JPM, from being able to
participate effectively in the Chapter 11 cases.  They said the
plan is designed to solely benefit the First Lien Lenders.
Despite numerous requests, the Debtors and the Ad Hoc Group of
First Lien Lenders refused to share this agreement with the Ad Hoc
Group of Second Lien Lenders before filing it, says counsel to JPM
and Cerberus.

A Restructuring Support Agreement with the Debtors' First Lien
Lenders obligates the Debtors to conduct an auction of their
businesses, but an auction in which no bid will be acceptable
unless it pays the entire First Lien Debt in cash -- approximately
$215 million -- even if parties were willing to bid significantly
more than $215 million in consideration consisting partly in cash
and partly in other forms of consideration.

According to the Second Lien Lenders, the "backstop" provision in
the RSA would essentially wipe out all stakeholders other than the
First Lien Lenders, while the First Lien Lenders would receive
$130 million in cash (approximately 60% of what is owed on the
First Lien Debt) and 100% of the equity in reorganized AMF.
Second Lien Lenders would receive out of the money warrants
for 10% of the equity, while other unsecured creditors would
receive their pro rata share of a paltry $300,000.  Such a plan
could not be confirmed for a variety of reasons, including the
fact that the Ad Hoc Group of First Lien Lenders is seeking to
take value that would result in more than a 100% recovery.

The Second Lien Lenders also point out they have offered to
provide DIP financing on substantially more attractive terms --
interest lower by 1.75%, 11 months longer term, no need to roll up
the $20 million of prepetition letters of credit, and greater
flexibility with respect to covenants and restrictions placed on
the Debtors.  Even so, the Second Lien Lenders point out that they
are not objecting to the DIP Financing.

However, they object to the ancillary agreements contained in the
DIP Financing Agreement and the proposed provisions concerning use
of cash collateral that would largely lock these cases into a path
that leads inexorably to the inappropriate plan that is the
subject of the Restructuring Support Agreement and would attempt
to muzzle the Ad Hoc Group of Second Lenders.

Among other things, the DIP Credit Agreement provides that it will
be an Event of Default if the Debtors lose their exclusive right
to file a plan or if anyone files a plan of reorganization other
than the "Plan."

In addition, it will be an Event of Default under the DIP Credit
Agreement if:

     (i) the Debtors fail to file the "Plan" and a related
"Disclosure Statement," each of which "are in form and substance
to the DIP Agent at the direction of the Required DIP Lenders,"
within 90 days of the petition date,

    (ii) the Court fails to approve that Disclosure Statement in
an order "in form and substance satisfactory to the DIP Agent at
the direction of the Required DIP Lenders," within 120 days of the
petition date,

   (iii) the Court fails to enter the "Plan Confirmation Order "in
form and substance satisfactory to the DIP Agent at the direction
of the Required DIP Lenders" within 160 days of the petition date,
or

    (iv) the "Plan" is not consummated within 180 days of the
petition date.

                    About AMF Bowling Worldwide

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

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

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

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.  The petitions were signed by Stephen
D. Satterwhite, chief financial officer/chief operating officer.

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

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

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

The Official Committee of Unsecured Creditors is represented by
lawyers at Pachulski Stang Ziehl & Jones LLP, and Christian &
Barton LLP.


AMF BOWLING: Auction Scheduled for March 18
-------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia has approved bidding procedures that
will govern the auction and sale of AMF Bowling Worldwide Inc.'s
assets.  The Bankruptcy Court set March 14 at 5:00 p.m.,
prevailing Eastern Time, as the deadline for parties to submit
offers for the assets, and March 18 at 10:00 a.m., as the auction
date.  The auction will be held at the New York offices of
Kirkland & Ellis in Lexington Avenue.

As reported by the Troubled Company Reporter on Dec. 6, 2012, the
Debtor's junior lenders hope to bid on the company and have
protested to the auction rules that they say establish AMF's
senior lenders "as the only game in town" for the bowling alley
chain.

Max Stendahl at Bankruptcy Law360 said JPMorgan Chase Bank NA and
a unit of private equity firm Cerberus Capital Management LP
objected to the Debtor's restructuring plan, saying the Debtor had
not won over key lenders.  JPMorgan and Cerberus Series Four
Holdings LLC, which hold $79.7 million in AMF Bowling's debt, said
only a handful of the company's first-lien lenders approved of the
Chapter 11 plan.

                    About AMF Bowling Worldwide

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

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

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

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.  The petitions were signed by Stephen
D. Satterwhite, chief financial officer/chief operating officer.

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

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

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

The Official Committee of Unsecured Creditors is represented by
lawyers at Pachulski Stang Ziehl & Jones LLP, and Christian &
Barton LLP.


AMPAL-AMERICAN: Committee Files Competing Reorganization Plan
-------------------------------------------------------------
The Official Committee of Unsecured Creditors has filed a
disclosure statement relating to the Chapter 11 plan of
reorganization for Ampal-American Israel Corporation.

Pursuant to the Plan, distributions to holders of Allowed General
Unsecured Claims against the Debtor's Estate in satisfaction of
each such holder's Claim will be the Pro Rata share (after payment
in Cash out of funds held in the Series B Deposit Account and the
Series C Deposit Account) of either (i) 100% of the Preferred
Stock of the Reorganized Debtor or (ii) the Cash Payment if the
Equity Buyout Option is exercised pursuant to Section 4.7 of the
Plan.  The funds held in the Series B Deposit Account and the
Series C Deposit Account, respectively, shall be distributed Pro
Rata to the holders of the Series B and Series C Debentures,
respectively.

The Plan does not provide for any distribution to Intercompany
Claims, however, the Reorganized Debtor will have the right to
adjust, reinstate, cancel, extinguish, or pay such claims. Holders
of Equity Interests will retain their shares of Class A Stock, now
in the Reorganized Debtor; moreover, such holders will have the
right to exercise the Equity Buyout Option by making a cash
investment in the Debtor in the amount equal to 75% of the sum of
(i) the Net Allowed General Unsecured Claims Amount and (ii) the
total amount of all scheduled and filed Claims against the Debtor
that have not been Allowed (excluding Claims that have been
disallowed by a Final Order), in which case the holders of General
Unsecured Claims, instead of receiving Preferred Stock, will
instead receive their Pro Rata share of the Cash Payment.  The
Plan also provides for Cash distributions to holders of Allowed
Administrative Expense Claims (subject to the terms of the Post-
Confirmation Budget, attached hereto as Exhibit B), Allowed
Professional Claims, Allowed Priority Tax Claims, and Allowed
Priority Claims, from the proceeds received from the funds held by
the Reorganized Debtor after the Effective Date.

On the Effective Date of the Plan, all of the property of the
Debtor's Estate, including, without limitation, any and all of the
Debtor's Causes of Action, will vest in the Reorganized Debtor.
On and after the Effective Date, the Reorganized Debtor will be
authorized and empowered to, among other things: (i) estimate,
object to, and resolve any Disputed Claims; (ii) distribute the
Cash or Preferred Stock of the Reorganized Debtor to the holders
of Allowed Claims, as applicable; (iii) pursue and prosecute
Causes of Action; and (iv) dispose of the property of the
Reorganized Debtor.

As of the Effective Date, the Debtor's Executory Contracts and
Unexpired Leases will be deemed automatically rejected unless the
Executory Contract or Unexpired Lease: (i) has been previously
assumed by the Debtor by a Final Order; (ii) is the subject of a
pending motion in the Bankruptcy Court to assume or reject; or
(iii) is listed on the "Notice of Assumption" to be filed by the
Creditors' Committee.  The Plan further provides for exculpations
of the Exculpated Parties, which include the Creditors' Committee,
its members, and their Professionals; the Exit Lenders and their
Professionals; the Debtor's Professionals; the Trustees and their
Professionals; and such other Persons as may be determined by the
Creditors' Committee prior to the Confirmation Hearing.  For the
avoidance of doubt, Yosef A. Maiman is not an Exculpated Party.
Finally, confirmation of the Plan is conditioned on the execution
of an Exit Facility with the Exit Lenders, the satisfaction or
waiver of any of the terms of the Exit Facility, and the funding
of the Exit Facility to the Reorganized Debtor.

A full text copy of the disclosure statement is available for free
at http://bankrupt.com/misc/AMPAL-AMERICAN_ds.pdf

                        About Ampal-American

Ampal-American Israel Corporation -- http://www.ampal.com/--
acquired interests primarily in businesses located in Israel or
that are Israel-related.  Ampal-American filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to
restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Ampal-American sought bankruptcy protection in the U.S.
because bankruptcy laws in Israel would lead to the Company's
liquidation.

Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's
counsel.  Houlihan Lokey serves as investment banker.

The petition was signed by Irit Eluz, chief financial officer,
senior vice president.  The Company scheduled $290,664,095 in
total assets and $349,413,858 in total liabilities.

A three-member official committee of unsecured creditors is
represented by Brown Rudnick as counsel.  The Committee has
proposed a Chapter 11 Plan for the Debtor pursuant to a settlement
with the Debtor.


AMPAL-AMERICAN: Can Employ Houlihan Lokey as Investment Banker
--------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for
the District of New York has authorized Ampal-American Israel
Corp., to employ Houlihan Lokey Capital, Inc., as investment
banker and financial advisors.

Houlihan Lokey will be compensated at $125,000 per month for the
first two months following the Petition Date and thereafter at
$100,000 per month for the subsequent four months.  Houlihan
Lokey's retention will terminate upon the conclusion of the sixth
month unless extended by order of this Court upon the request of
Houlihan Lokey by subsequent motion.

Judge Bernstein clarifies that the Order does not approve the
Transaction Fees or other fees at this time and Houlihan Lokey
will not be entitled to any Transaction Fees unless approved by
separate Court order, after subsequent notice and a hearing.

Houlihan Lockey will assist the Debtor with respect to the
restructuring of its debt, potential capital raises and the sale
or transfer of its assets or any similar transaction.
Specifically, Houlihan Lokey will, among other things:

   a) assist in the negotiation of the financial aspects of each
      transaction, including participating in negotiations with
      third parties, creditors and other parties involved in any
      transaction(s);

   b) assist in soliciting and evaluating indications of
      interest and proposals regarding financing and other
      transaction(s) from current and potential lenders, equity
      investors, acquirers or strategic partners; and

   c) provide expert advice and testimony regarding financial
      matters related to any transaction(s), if necessary.

The Debtor previously proposed these transaction fee(s):

     a. restructuring transaction fee of $1,250,000;

     b. financing transaction fee equal to the sum of:

        1. 1.5% of the gross proceeds of any indebtedness
           raised by or committed to the Company from any
           currently unaffiliated third party;

        2. 0.75% of the gross proceeds of any indebtedness
           raised by or committed to the Debtor from any
           existing lender, equity holder or other affiliated
           party, other than with respect to any "debtor in
           possession financing" provided by Mr. Yosef Maiman
           or any related or affiliated parties; and

        3. 5.0% of the gross proceeds of all equity or equity-
           linked securities (including, without limitation,
           convertible securities and preferred stock) sold,
           placed or otherwise committed, provided that (i) the
           fee in respect of the sale of equity or equity-
           linked securities raised for Gadot Chemicals Tankers
           & Terminals Ltd. from either Cartesian Capital
           Group, LLC or Vertical Group Ltd.; and

     c. sale transaction fee equal to $1,250,000.

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

                        About Ampal-American

Ampal-American Israel Corporation -- http://www.ampal.com/--
acquired interests primarily in businesses located in Israel or
that are Israel-related.  Ampal-American filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to
restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Ampal-American sought bankruptcy protection in the U.S.
because bankruptcy laws in Israel would lead to the Company's
liquidation.

Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's
counsel.  Houlihan Lokey serves as investment banker.

The petition was signed by Irit Eluz, chief financial officer,
senior vice president.  The Company scheduled $290,664,095 in
total assets and $349,413,858 in total liabilities.

A three-member official committee of unsecured creditors is
represented by Brown Rudnick as counsel.  The Committee has
proposed a Chapter 11 Plan for the Debtor pursuant to a settlement
with the Debtor.


APPLEWOOD PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Applewood Properties, LLC
        310 Applewood Road
        Dallas, NC 28034-7750

Bankruptcy Case No.: 12-33006

Chapter 11 Petition Date: December 21, 2012

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: James H. Henderson, Esq.
                  JAMES H. HENDERSON, P.C.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003
                  E-mail: henderson@title11.com

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

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

A copy of the Company's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ncwb12-33006.pdf

The petition was signed by Joe H. Ratchford, managing member.


AVIS BUDGET: Zipcar Acquisition No Impact on Moody's 'B1' CFR
-------------------------------------------------------------
Moody's Investors Service said that the B1 Corporate Family Rating
(CFR) of Avis Budget Group, Inc. is unchanged following the
company's announcement that it has reached an agreement to acquire
Zipcar, Inc. for approximately $500 million, with the majority of
the purchase price to be funded by incremental debt. The rating
outlook remains stable. For details see www.moodys.com

Avis Budget Group, Inc., headquartered in Parsippany, N.J., is a
leading global provider of vehicle rental services thorugh its
Avis and Budget brands.


BALTIMORE BEHAVIORAL: Case Summary & Creditors List
---------------------------------------------------
Debtor: Baltimore Behavioral Health, Inc.
        200 South Arlington Avenue
        Baltimore, MD 21223-2671

Bankruptcy Case No.: 12-32919

Chapter 11 Petition Date: December 28, 2012

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

Judge: Robert A. Gordon

Debtor's Counsel: Jeffrey M. Sirody, Esq.
                  SIRODY, FREIMAN & ASSOCIATES, P.C.
                  1777 Reisterstown Road, Suite 360 E
                  Baltimore, MD 21208
                  Tel: (410) 415-0445
                  Fax: (410) 415-0744
                  E-mail: smeyers5@hotmail.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mdb12-32919.pdf

The petition was signed by Terry T. Brown, chief executive
officer.


BEVERLY GLEN: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: Beverly Glen Paradise, LLC
        5965 West Washington Boulevard
        Culver City, CA 90232

Bankruptcy Case No.: 12-51607

Chapter 11 Petition Date: December 21, 2012

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

Debtor's Counsel: Robert S. Altagen, Esq.
                  LAW OFFICES OF ROBERT S. ALTAGEN
                  1111 Corporate Center Drive, #201
                  Monterey Park, CA 91754
                  Tel: (323) 268-9588
                  Fax: (323) 268-8742
                  E-mail: rsaink@earthlink.net

Scheduled Assets: $4,529,700

Scheduled Liabilities: $3,962,977

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-51607.pdf

The petition was signed by Daniel Rafalian, managing member.


BEVERLY HILLS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Beverly Hills Antiques, Inc.
        c/o David K. Gottlieb
        Crowe Horwath LLP
        15233 Ventura Boulevard, Ninth Floor
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 12-21028

Chapter 11 Petition Date: December 26, 2012

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Victoria S. Kaufman

Debtor's Counsel: Jeremy V. Richards, Esq.
                  PACHULSKI STANG ZIEHL & JONES, LLP
                  10100 Santa Monica Boulevard, 13th Floor
                  Los Angeles, CA 90067
                  Tel: (213) 277-2346
                  Fax: (310) 201-0760
                  E-mail: jrichards@pszjlaw.com

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

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 David K. Gottlieb, president.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
1000 Crescent, LLC                    12-11056            02/02/12
631 Mountain, LLC                     12-11068            02/02/12
9521 Sunset, LLC                      12-11060            02/02/12
Atlantic Shamrock, LLC                12-11067            02/02/12
Brownwood Creek, LLC                  12-11064            02/02/12
Centered Dots                         12-11066            02/02/12
Georges Marciano                      11-10426            10/27/09
Georges Marciano Holdings, Inc.       12-11068            02/02/12
Lasky Properties, Inc.                12-11063            02/02/12
Pacific Bluewood, LLC                 12-11065            02/02/12


BH1: Case Summary & 5 Unsecured Creditors
-----------------------------------------
Debtor: BH1
        2555 Meridian Boulevard
        Franklin, TN 37067-6371

Bankruptcy Case No.: 12-11744

Chapter 11 Petition Date: December 28, 2012

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Randal S. Mashburn

Debtor's Counsel: Glenn Benton Rose, Esq.
                  HARWELL HOWARD HYNE GABBERT & MANNER, P.C.
                  333 Commerce Street, Suite 1500
                  Nashville, TN 37201
                  Tel: (615) 256-0500
                  Fax: (615) 251-1059
                  E-mail: gbr@h3gm.com

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

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

A copy of the Company's list of its five unsecured creditors is
available for free at:
http://bankrupt.com/misc/tnmb12-11744.pdf

The petition was signed by Randy Starkweather, president.


C.B.L. LLC: Case Summary & 12 Unsecured Creditors
-------------------------------------------------
Debtor: C.B.L., LLC
        2714 Loker Avenue West, Suite 100
        Carlsbad, CA 92010

Bankruptcy Case No.: 12-16694

Chapter 11 Petition Date: December 26, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Paul J. Leeds, Esq.
                  HIGGS, FLETCHER, MACK, LLP
                  401 West A Street, Suite 2600
                  San Diego, CA 92101-7910
                  Tel: (619) 236-1551
                  Fax: (619) 696-1410
                  E-mail: leedsp@higgslaw.com

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

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

A copy of the Company's list of its 12 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/casb12-16694.pdf

The petition was signed by Forrest W. Brehm, manager.


CBRP LLC: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: CBRP, LLC
        dba Super 8
        702 Highway 146 South
        LaPorte, TX 77571

Bankruptcy Case No.: 12-39497

Chapter 11 Petition Date: December 29, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL
                  2200 Ross Avenue, 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

A copy of the Company's list of its 16 largest unsecured creditors
is available for free at http://bankrupt.com/misc/txsb12-39497.pdf

The petition was signed by Chandrakant C. Patel, president.


CENTENNIAL BEVERAGE: Selling 13 Stores to Cheers Spirits
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Centennial Beverage Group LLC arranged a hearing in
bankruptcy court on Jan. 4 to seek authority to sell 13 locations
for $650,000.  The proposed buyer is Cheers Spirits & Liquors LLC.
The buyer will pay January rent, to be deducted from the sale
price.  Eight of the locations being sold already closed.

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.

The 75-year-old-company once had 70 stores throughout Texas. They
are now concentrated in the Dallas-Fort Worth area.  Sales for the
year ended in November were $158 million. Year-over-year, revenue
was down 50%, according to a court filing.

The Debtor estimated assets and debts in excess of $10 million as
of the Chapter 11 filing.  Liabilities include $17.4 million owing
to Compass Bank on a secured revolving credit and term loan.  The
Debtor also owes $15.5 million in unsecured subordinated debt and
$5 million to a wholesaler.

Robert Dew Albergotti, Esq., at Haynes And Boone, LLP, in Dallas,
serves as counsel.


COMMUNITY COUNTRY: Projects More Expenses; Lives on Donations
-------------------------------------------------------------
Sean McCracken, writing for Erie Times-News, reports, that recent
bankruptcy court filings by the Community Country Day School show
it is projecting more expenses than income in January, and it has
little in savings.  The report relates Executive Director Aaron
Collins said his school has raised about $50,000 in donations over
the past four weeks, and he is actively seeking more.

The Community Country Day School is a K-12 private school founded
in 1968 with campuses at 301 E. 12th St. in Erie and at 5800 Old
Zuck Road in Millcreek Township.  It has about 100 students who
Mr. Collins said struggle in a typical school setting.

According to the report, the day school has a history of focusing
on students with mental-health issues, and keeps additional
counseling staff for those students, but Mr. Collins said the
school also works with students who are "too brilliant" for a
typical classroom. "Some kids just don't thrive in public
schools," Mr. Collins said.

Community Country Day School, in Erie, Penn., filed for Chapter 11
bankruptcy (Bankr. W.D. Pa. Case No. 12-11584) on Nov. 9, 2012.
Judge Thomas P. Agresti oversees the case.  Gary V. Skiba, Esq.,
at Yochim, Skiba & Nash, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in
assets, and $500,001 to $1 million in liabilities.  A list of the
Company's 17 largest unsecured creditors is available for free at
http://bankrupt.com/misc/pawb12-11584.pdf The petition was signed
by Agnes Priscaro, president.


CRYSTAL CLEAR: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Crystal Clear Enterprises, LLC
        P.O. Box 3221
        Murrells Inlet, SC 29476

Bankruptcy Case No.: 12-07906

Chapter 11 Petition Date: December 28, 2012

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

Judge: David R. Duncan

Debtor's Counsel: Robert E. Culver, Esq.
                  THE CULVER FIRM, PC
                  575 King Street, Suite A
                  Charleston, SC 29403
                  Tel: (843) 853-9816
                  E-mail: bob@culverlaw.net

Scheduled Assets: $1,000,000

Scheduled Liabilities: $2,136,641

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/scb12-07906.pdf

The petition was signed by Ray Drummond, Jr., managing member.


DAKS LLC: Reuben Firm Loses California State Court Appeal
---------------------------------------------------------
Timothy D. Reuben, Inc. appeals from a trial court order denying
its motion for judgment under Code of Civil Procedure section
708.470, subdivision (c), to recover from One West Bank
$103,240.69 that the Reuben Firm maintains was subject to a lien
in its favor but wrongfully transferred by One West Bank to the
Reuben Firm's judgment debtor.

Because substantial evidence supports the trial court's decision
that One West Bank did not pay money to the judgment debtor as
contemplated by section 708.470, subdivision (c), the Court of
Appeals of California, Second District, Division One, affirmed the
order.

On June 22, 2007, after a binding arbitration, the Reuben Firm
obtained a judgment in the amount of $140,446.28 against Arnold
Simon relating to legal fees owed by Simon to the Reuben Firm.
The Reuben Firm collected $47,053.16 of the judgment.

On Nov. 2, 2007, First Federal Bank filed an unrelated state court
action against Simon to collect on his personal guaranty of a
$6,000,000 loan from First Federal Bank to DAKS, LLC.  Simon was
DAKS's majority owner and managing member.  The loan was secured
by a deed of trust on a luxury home in Newport Beach.  DAKS
defaulted on the loan and filed for Chapter 11 bankruptcy
protection.

The bankruptcy court appointed "an independent, third-party
responsible manager for DAKS[,]" replacing Simon, and directed the
manager to conduct settlement negotiations with creditors as "the
sole person with any authority on behalf of DAKS to discuss a sale
of the [Newport Beach] [p]roperty or to discuss settlement of
claims secured by the [p]roperty."  First Federal Bank filed a
claim in the bankruptcy proceeding, as well as the state court
action against Simon to collect on the guaranty.

On April 15, 2010, in the state court action, the jury found in
favor of Simon and against First Federal Bank.  On May 5, 2010,
"having learned of the jury's verdict" and ostensibly hoping that
the trial court would award Simon attorney fees and expenses for
defending the action, the Reuben Firm filed a lien to collect the
$103,240.69 it claimed still was outstanding on its judgment
against Simon.  The Reuben Firm purported to serve One West Bank
with notice of the lien, as the "successor" to First Federal Bank.

The court entered judgment for Simon and against First Federal
Bank on Oct. 15, 2010, specifying that "[t]he Court reserves
jurisdiction to address and resolve as part of this proceeding the
issues of the entitlement to costs and attorney[] fees, together
with interest thereon."  After judgment, First Federal Bank's
counsel "expressed . . . confidence that [the bank] would prevail
on appeal of the [j]udgment and that . . . Simon could ultimately
be liable for payment of First Federal[] [Bank's] fees and
expenses incurred in the . . . [a]ction."

"Faced with the prospect of having to defend against an appeal of
judgment in the First Federal [Bank] [a]ction, and [counsel's]
continued assertion that . . . Simon would not be entitled to
recover his fees," Simon asserted in the bankruptcy proceeding a
right to indemnification from DAKS of the legal fees and expenses
he had incurred in defending the state court action.  Simon
premised his right to indemnification on DAKS's operating
agreement, as well as on Corporations Code section 17155,
subdivision (a), providing for indemnification of expenses to
managers of limited liability companies.

In November, the appointed manager of DAKS and Simon's counsel
"discussed the merits of . . . Simon's right to indemnification
from DAKS'[s] bankruptcy estate for fees and expenses incurred in
defending against the First Federal [Bank] [a]ction. [They] also
discussed the merits of First Federal[] [Bank's] possible appeal
of the [j]udgment . . . and . . . Simon's possible liability to
pay First Federal [Bank] its attorney[] fees and costs if it was
successful on appeal." About this same time, One West Bank's
counsel "independently commenced separate settlement negotiations"
with the appointed manager regarding the unpaid balance on First
Federal Bank's loan secured by the Newport Beach property.

On Nov. 9, 2010, "in order to preserve all potential avenues of
recovery of [his] attorney fees," Simon filed a motion in the
state court action seeking attorney fees and expenses of
$225,661.50. First Federal Bank's counsel "continued to assert
that . . . Simon would not be entitled to reimbursement of his
attorney[] fees."

On Nov. 19, the appointed manager executed a settlement agreement
under which DAKS agreed to pay Simon $200,000 "in full
satisfaction of . . . Simon's indemnification claims under the
DAKS operating agreement" and DAKS "independently" agreed to pay
One West Bank $1,562,000 "in full and final satisfaction of any
and all amounts remaining due on the First Federal [Bank] [l]oan."
The settlement agreement identifies the state court action against
Simon and recognizes that he filed a motion for attorney fees and
that One West Bank, although not a party to the action, disputes
his right to attorney fees and "asserts that it would prevail on
appeal of the [j]udgment and that Simon could ultimately be liable
for payment of [First Federal Bank's] fees and expenses incurred
in the . . . [a]ction." The agreement mutually releases all claims
between One West Bank, on behalf of itself and First Federal Bank,
and DAKS and Simon.

On Nov. 22, DAKS filed a motion in bankruptcy court to approve the
settlement.

On Jan. 6, 2011, the bankruptcy court approved the settlement
agreement.  Based on the approval, Simon considered his motion for
attorney fees and expenses filed in the First Federal Bank action
moot and took the motion off calendar.  DAKS's bankruptcy
proceeding was dismissed on March 8.

On April 15, in the state court action, the Reuben Firm moved for
a judgment of $103,240.69, the amount of its lien, under section
708.470, subdivision (c), against One West Bank, as the successor
in interest to First Federal Bank.  According to the Reuben Firm,
One West Bank "had notice of the Reuben Firm's lien, but settled
with Simon, causing $200,000 to be paid to [the] judgment debtor,
which was subject to the Reuben Firm's lien.

One West Bank opposed the motion, arguing that the Reuben Firm
could not obtain judgment against it because it was not a party to
the action or a successor to First Federal Bank for purposes of
the action and, in any case, that the Reuben Firm had failed to
demonstrate that One West Bank paid any money to Simon that was
subject to the lien.

DAKS's appointed manager submitted a declaration in support of the
opposition explaining the settlement agreement and representing
that the Reuben Firm's lien was not discussed during the
settlement negotiations.  According to the manager, "the subject
of [the] Reuben[] [Firm's] purported lien never arose in my
discussions with One West Bank's counsel."

The trial court denied the motion for judgment, concluding One
West Bank did not pay any money to Simon that was subject to the
Reuben Firm's lien and thus no basis existed for judgment under
section 708.470, subdivision (c).  According to the court, "the
settlement agreement was approved by the bankruptcy court in
relation to the bankruptcy filed by DAKS.

Simon had filed a claim in the bankruptcy action for
indemnification by DAKS for the legal fees incurred in defending
this action [between First Federal Bank and Simon] pursuant to the
operating agreement of DAKS. Thus, the settlement agreement . . .
providing that DAKS pay Simon monies to settle Simon's
indemnification claim against DAKS was proper in the bankruptcy
action.  It was not, as [the] Reuben [Firm] contends, a settlement
of Simon's motion for attorney fees against First Federal [Bank]
(even though the settlement did render Simon's motion moot and
thus[] it was placed off calendar). * * *  Simon simply elected
not to pursue recovery of attorney fees in this action."  The
Reuben Firm timely appealed the denial order.

The appellate case is, TIMOTHY D. REUBEN, INC., Plaintiff and
Appellant, v. ONE WEST BANK, Defendant and Respondent, No. B234958
(Calif. App. Ct.).  A copy of the appeals court's Dec. 31, 2012
decision is available at http://is.gd/6YzCpxfrom Leagle.com.

Based in New York DAKS, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 07-12044) on July 9, 2007.  Judge Erithe A.
Smith oversaw the case.  Daniel H. Reiss, Esq., at Levene, Neals,
Bender, Rankin & Brill, LLP, served as the Debtor's bankruptcy
counsel.  In its petition, the Debtor estimated $1 million to
$100 million in both assets and debts.


DENISE ROBERTS-DUDE: Stewart Title Allowed $2.9MM Unsecured Claim
-----------------------------------------------------------------
Bankruptcy Judge Erik P. Kimball ruled that Stewart Title Guaranty
Company has an allowed $2,925,000 unsecured claim against Denise
Roberts-Dude, and the claim may be subject to discharge in Ms.
Roberts-Dude's Chapter 11 case.

STEWART TITLE GUARANTY COMPANY, Plaintiff, v. DENISE ROBERTS-DUDE,
Defendant, Adv. Proc. No. 11-02334-EPK (Bankr. S.D. Fla.),
presents five counts: Count I for establishment, liquidation, and
allowance of a claim under 11 U.S.C. Sec. 502 based on fraud;
Count II for establishment, liquidation, and allowance of a claim
under Sec. 502 based on concealment; Count III for establishment,
liquidation, and allowance of a claim under Sec. 502 based on
breach of contract; Count IV for establishment, liquidation, and
allowance of a claim under Sec. 502 based on unjust enrichment;
and Count V for exception from discharge under Sec. 523(a)(2)(A).
The Complaint includes a request for attorneys' fees, costs,
interest, and exemplary (i.e., punitive) damages.  The Debtor's
Counterclaim presents two counts: Count I for breach of contract;
and Count II for fraud.  The Counterclaim includes a request for
attorneys' fees and costs.

A copy of the Court's Dec. 28, 2012 Memorandum Opinion is
available at http://is.gd/SaFtAWfrom Leagle.com.

Denise Roberts-Dude filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-26900) on June 11, 2011.  Denise Roberts-Dude,
who sometimes goes by the nickname "Dee", is married to Harald
Dude.  Mr. Dude is not currently a debtor in a bankruptcy
proceeding.  The Dudes are residents of West Palm Beach, Florida.

Denise Roberts-Dude was a general partner of Dee Investments
Limited Partnership, a Nevada limited partnership.  Dee Holdings,
Inc., a Nevada corporation, was a general partner of Dee
Investments.  Denise Roberts-Dude was the president, treasurer,
secretary, and director of Dee Holdings.


DEWEY & LEBOUEF: Disclosure Hearing Moved; Files Amended Plan
-------------------------------------------------------------
Maria Chutchian, writing for Bankruptcy Law360, reports that
Bankruptcy Judge Martin Glenn on Thursday directed Dewey & LeBoeuf
LLP to clean up the language of the disclosure statement
accompanying its proposed liquidation plan and postponed his
decision on approving the statement until Monday.  Judge Glenn
instructed the firm, its creditors and liquidating trustee Brian
Masumoto to consult and return to him with a disclosure statement
that plainly states the preservation of any potential direct
claims against participating partners.

Dewey filed a Chapter 11 Plan of Liquidation and an accompanying
Disclosure Statement on Nov. 21, 2012.  It filed amended plan
documents on Dec. 31, in an attempt to address objections lodged
by various parties.

The plan is based on a proposed settlement between secured lenders
and Dewey's official unsecured creditors' committee.  It also
incorporates a settlement approved by the bankruptcy court in
October where 440 former partners will receive releases in return
for $71.5 million in contributions.

In the new lender settlement, secured creditors would permit $54
million in collection of accounts receivable to be utilized in the
liquidation.  From the first $67.5 million collected in the
partners' settlement, the plan offers 80% to secured lenders, with
the remaining 20% earmarked for unsecured creditors.  Collections
from the partners settlement above $67.5 million would be split
50-50 between secured and unsecured creditors.  The settlement
calls for secured creditors to receive no distribution on the $100
million deficiency claim from the first $67.5 million from the
partners' settlement.  If secured lenders don't agree to release
partners, they receive nothing from the partners' settlement
payments.  From collection of other assets -- such as insurance,
claims against firm management and lawsuits -- the plan divides
proceeds, with lenders receiving 60% to 70% and unsecured
creditors taking the remainder.

Dewey amended its plan documents to attach a participating
partners schedule and a liquidation analysis.  Dewey said it
expects that the creditors' committee, and the secured lenders
holding a majority in amount of the secured lender claims will
support confirmation of the plan.  The amended plan documents
include projected recoveries of certain classes of claims:

     -- Non-tax priority claims in Class 1, estimated to be
roughly $1.4 million, will be paid in full, in cash;

     -- Dewey's secured lenders will be allowed a $261,897,943
claim in Class 2 and a $100,000,000 unsecured deficiency claim in
Class 4.  They are projected to receive 46.8% to 76.7% under the
plan.  The Secured Lender Claims estimated recoveries assume that
all holders of Secured Lender Claims are Releasing Secured Lenders
(i.e., Secured Lenders who, on their Ballots, have not opted out
of the release of Participating Partners).  Under the Plan, Non-
Releasing Secured Lenders (i.e., those Secured Lenders who, on
their Ballots, opt out of the release of Participating Partners)
are not entitled to receive proceeds from the Partner Contribution
Plan.  Accordingly, the estimated recoveries for such Claim
holders may vary from those of Releasing Secured Lenders. In
addition, the recovery estimates for Secured Lenders Claims may be
reduced if the amount of Allowed Administrative Claims exceeds the
amount projected in the Budget.

     -- Other secured claims in Class 3 are projected to receive
100%.  The plan outlined noted, however, that based on the
Debtor's preliminary analysis of Claims raised as potential Class
3 ? Other Secured Claims, the Debtor believes Allowed Claim
amounts for the Class will be $0.

     -- General unsecured claims are classified in Class 4 and
includes the Secured Lenders' deficiency claim.  There are $285
million in listed claims by unsecured creditors.  Unsecureds are
expected to recover 5.25% to 14.1% under the plan.  The recovery
estimates for Allowed General Unsecured Claims may be reduced if
the amount of Allowed Administrative Claims exceeds the amount
projected in the Budget.  Additionally, Secured Lender Deficiency
Claims are not entitled to a Distribution from the Initial
PCP/Unfinished Business Proceeds (a Distribution that such holders
would otherwise be entitled to as general Unsecured Creditors).
Accordingly, the range of recoveries for holders of Secured Lender
Deficiency Claims on account of such Claims will be between 1.8%
and 9.6%.  The estimates also assume that all holders of Secured
Lender Deficiency Claims are Releasing Secured Lenders (i.e.,
Secured Lenders who, on their Ballots, have not opted out of the
release of Participating Partners).  Under the Plan, Non-Releasing
Secured Lenders (i.e., those Secured Lenders who, on their
Ballots, opt out of the release of Participating Partners) are not
entitled to receive proceeds from PCPs.  Accordingly, the
estimated recoveries for such Claim holders may vary from those of
other holders of General Unsecured Claims including Releasing
Secured Lenders.

     -- Insured malpractice claims in Class 5 may recover 100% and
will be paid pursuant to, and solely from the proceeds of, any
applicable Malpractice Policy with respect to the Insured Portion
of such Claims.

     -- Subordinated Claims in Class 6 and Interests in Class 7
will receive no distribution.

Dewey is being managed by a Wind-Down Committee comprised of (a)
Janis M. Meyer, Esq.; and (b) Stephen J. Horvath III, Esq.  Mr.
Horvath's current compensation as a Wind-Down Committee member is
$20,000 per week, through Confirmation, (with additional payment
of $950 per hour to the extent he exceeds 52 hours for a two week
period, which aggregate amount inclusive of his $20,000 per week
compensation shall not exceed $38,000 per week).  Since the
Petition Date, Mr. Horvath has been paid $985,872 in compensation
by the Debtor.  Ms. Meyer's current compensation as a Wind-Down
Committee member is $19,000 per week through the Effective Date.
Since the Petition Date, Ms. Meyer has been paid $461,507 in
compensation.

Dewey aims a confirmation hearing to approve the plan by the end
of February.

A blacklined copy of the amended disclosure Statement explaining
Dewey's liquidating plan is available at http://is.gd/8YJ64S

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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


DEWEY & LEBOUEF: Briefing of PCP Appeal to Conclude Jan. 14
-----------------------------------------------------------
The U.S. District Court for the Southern District of New York on
Dec. 6 entered an order consolidating the appeal taken by the
Former Partners' Committee in Dewey & LeBouef's case from the
Bankruptcy Court's order approving the partner contribution plan;
and the appeal taken by the ad hoc committee of retired partners
of LeBoeuf, Lamb, Leiby & MacRae from the Bankruptcy Court's order
denying its request for appointment of a Chapter 11 trustee.

On Dec. 17, the Former Partners' Committee and the Ad Hoc
Committee filed their opening briefs in support of reversal of the
Court's Order.  According to the Former Partners' Committee, the
appellants' arguments include (i) that the Debtor's failure to
provide the Bankruptcy Court with sufficient evidence as to the
merits, value and probabilities of success for claims against more
than 400 of its present and former partners that are to be settled
and released under the PCP prevented satisfaction of the
requirements of Prot. Comm. for Indep. Stockholders of TMT Trailer
Ferry, Inc. v. Anderson, 390 U.S. 414, 424 (1968), and (ii) that
the PCP should have been subject to strict scrutiny and the
entire-fairness standard, rather than the ordinary
"reasonableness" standard, because the PCP, as an agreement
between the Debtor and its former Partners, is a related party
transaction.

The Debtor believes that the PCP Appeal is without merit and that
the Bankruptcy Court's decision will be affirmed on appeal.

Briefing of the PCP Appeal is scheduled to conclude Jan. 14, 2013.
The Former Partners' Committee is hopeful that it will obtain a
decision by the District Court shortly thereafter, and prior to
the Confirmation Hearing.  The Former Partners' Committee contends
that if the PCP Order is reversed on appeal, there will be
increased doubt as to whether the liquidating plan Dewey filed in
November can be confirmed and the Confirmation Hearing may be
delayed.

                        About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

Dewey on Nov. 21, 2012, filed a Chapter 11 liquidating plan and
disclosure statement, which incorporates the partner contribution
plan approved by the bankruptcy court in October.  Under the so-
called PCP, 440 former partners will receive releases in exchange
for $71.5 million in contributions.  The plan is also based on a
proposed settlement between secured lenders and the unsecured
creditors' committee.  Secured lenders will have an allowed
secured claim for $261.9 million, along with a $100 million
unsecured claim for the shortfall in collections on their
collateral.  Unsecured creditors will have $285 million in allowed
claim.  In the new lender settlement, secured creditors would
permit $54 million in collection of accounts receivable to be
utilized in the liquidation.  From the first $67.5 million
collected in the partners' settlement, the plan offers 80% to
secured lenders, with the remaining 20% earmarked for unsecured
creditors.  Collections from the partners settlement above $67.5
million would be split 50-50 between secured and unsecured
creditors.  Meanwhile, secured creditors will receive no
distribution on the $100 million deficiency claim from the first
$67.5 million from the partners' settlement.  If secured lenders
don't agree to release partners, they receive nothing from the
partners' settlement payments.  From collection of other assets --
such as insurance, claims against firm management and lawsuits --
the plan divides proceeds, with lenders receiving 60% to 70% and
unsecured creditors taking the remainder.


DIVERSIFIED MACHINE: S&P Withdraws 'B-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'B-'
corporate credit rating on Wixom, Mich.-based automotive supplier
Diversified Machine Inc. (DMI).  This follows the recent
completion of refinancing in conjunction with the integration of
DMI and Concord International Inc. (not rated) into UC Holdings
Inc. (B/Stable/--) under the common private equity sponsor
Platinum Equity Advisors LLC.

At the same time, S&P is withdrawing the 'B-' issue-level and '4'
recovery ratings on DMI's $175 million term loan, as this debt has
been repaid as part of the transaction.


DOOLEYS RAINWATER: Clawback Suit v. Car Lenders Goes to Trial
-------------------------------------------------------------
Bankruptcy Judge Robert E. Nugent denied the request of Family
Motors, Inc., and RFC, LLC, for summary judgment in a lawsuit
commenced by J. Michael Morris, the Chapter 7 Trustee for Dooley's
Rainwater Conditioning, Inc., to recover car loan payments made
after the bankruptcy filing.

While in chapter 11, Dooley's Rainwater operated its business as a
debtor-in-possession. During that time, it made nine loan payments
to Family Motors and/or RFC totaling $4,525. These payments were
credited to the defendants' prepetition purchase money loan
secured by a 2003 Chevrolet Tahoe.  On the petition date, Dooley's
owed $10,947.45; the loan documents specified monthly payments of
$500.  The defendants relied on the NADA guide to establish a
retail value for the Tahoe at $13,500 as of the petition date and
$12,950 at the date of conversion in August 2011.  No one sought
an adequate protection order from the Court and there is no other
order authorizing these payments for any purpose.  After
conversion of the case, the trustee commenced the adversary
proceeding to avoid the post-petition transfers.

Generally, a chapter 11 debtor-in-possession may operate its
business post-petition as it sees fit and pay debts as authorized
by the Bankruptcy Code or the bankruptcy court.  But the debtor-
in-possession is not totally free from court supervision or
oversight.  The chapter 7 trustee seeks to recover the car loan
payments, asserting that the payments were not authorized by the
Bankruptcy Code or the bankruptcy court. In the absence of a court
order that expressly authorized the payments, the defendants claim
that either Sec. 363(c)(1) authorized these post-petition loan
payments as payments in the ordinary course of business or that
Sec. 361 authorizes them as a form of adequate protection.

According to Judge Nugent, whether the car loan payments were made
in the ordinary course of Dooley's Rainwater's business is a
disputed material fact.  Hence, Family Motors et al., the judge
said, are not entitled to summary judgment.  Judge Nugent also
denied Family Motors et al.'s alternative claim that the payments
were made as adequate protection, pointing out that neither the
Debtor nor the secured creditors complied with the statutory
provisions for seeking and obtaining adequate protection.

The lawsuit is, J. MICHAEL MORRIS, Trustee Plaintiff, v. FAMILY
MOTORS, INC.; and/or RFC, LLC Defendants, Adv. Proc. No. 12-5063
(Bankr. D. Kan).  A copy of the Court's Dec. 27, 2012 Order is
available at http://is.gd/A0PnEpfrom Leagle.com.

Dooley's Rainwater Conditioning, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Kan. Case No. 10-14145) on Dec. 10, 2010,
listing under $1 million in both assets and debts.  Upon the
motion of the United States Trustee, Dooley's case was converted
to chapter 7 on Aug. 30, 2011.


DVORKIN HOLDINGS: Chapter 11 Trustee Takes Over
-----------------------------------------------
A chapter 11 trustee has taken over management of Dvorkin
Holdings, LLC.  The U.S. Bankruptcy Court in Chicago in October
granted the request of Patrick S. Layng, the U.S. Trustee for the
Northern District of Illinois, to appoint Gus Paloian as the
Chapter 11 trustee.  The U.S. Trustee has said the appointee is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Dvorkin Holdings

Dvorkin Holdings LLC, a holding company that has interests in
40 non-debtor entities, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012.  The Debtor
estimated assets of at least $10 million and debts of up to
$10 million.  Bankruptcy Judge Jack B. Schmetterer oversees the
case.  Michael J. Davis, Esq., at Springer, Brown, Covey, Gaetner
& Davis, in Wheaton, Illinois, serves as counsel to the Debtor.
The petition was signed by Loran Eatman, vice president of DH-EK
Management Corp.


DYNEGY HOLDINGS: Court Approves Roseton and Danskammer Sales
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dynegy Holdings LLC was authorized by the bankruptcy
court on Dec. 26 to sell two plants near Newburgh, New York,
commonly known as the Roseton and Danskammer facilities.  The
sales will generate a combined $23 million.  Sale proceeds will be
distributed under the settlement agreement underlying the
reorganization plan approved by the bankruptcy court in
Poughkeepsie, New York, and implemented on Oct. 1.

According to the report, Louis Dreyfus Highbridge Energy LLC is
paying $19.5 million for the Roseton facility.  The Danskammer
plant was damaged by Hurricane Sandy and will be retired.  ICS NY
Holdings LLC is buying Danskammer for $3.5 million.  ICS will
demolish the plant and remediate the site.  Holders of notes
secured by the income stream from leases on the plants, with a
claim of about $540 million, will receive half of the proceeds
from sale of the two plants.  Other creditors of the bankrupt
subsidiaries will receive the other half of sale proceeds.

                          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.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

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 Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Dynegy Inc. successfully completed its Chapter 11 reorganization
and emerged from bankruptcy October 1.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., remain under
Chapter 11 protection.

As of July 31, 2012, Dynegy Inc. had total assets of
$3.15 billion, total liabilities of $3.14 billion and total
stockholders' equity of $6.68 million.


EASTERN LIVESTOCK: Chapter 11 Trustee's Liquidating Plan Confirmed
------------------------------------------------------------------
U.S. Bankruptcy Judge Basil H. Lorch, III, has confirmed the first
amended plan of liquidation filed by James A. Knauer, Chapter 11
Trustee for Eastern Livestock Co., LLC.

The Plan is premised on the approval of a settlement reached
between the Chapter 11 Trustee and Fifth Third Bank settling the
Estate's claims against Fifth Third in consideration of Fifth
Third agreeing to accept a pro rata charge and assessment of
reasonable administrative fees and expenses against its collected
collateral and the contribution of 10% of its collected collateral
to the payment of Allowed Class 4 Claims of general unsecured
creditors.  The Trustee has estimated that the Settlement may
result in an approximate 25% return to general unsecured creditors
while contributing to funding the Chapter 11 Case to allow the
Trustee to continue collecting assets for distribution.

The Plan distributes to the holders of allowed claims the sum of
(1) the liquidated value of the property of the estate and (2)
monies paid by Fifth Third Bank in settlement of the estate's
claims against it.  The Plan further offers to the holders of
allowed unsecured claims, the option of settling their individual
claims, if any, against Fifth Third and sharing in a pro rata
distribution of additional funds payable by Fifth Third to the
settling creditors.  The Plan further provides for the payment of
the administrative expenses to liquidate and distribute the assets
of the Debtor's estate.

Since the filing of the first Disclosure Statement on July 23,
2012, the Chapter 11 Trustee has negotiated settlements with
certain parties that have asserted large claims in the Chapter 11
case, specifically, Superior Livestock Auction LLC, The First Bank
& Trust and certain Texas feedlots.  The settlements result in the
reduction of total claims against the estate as well as resolution
of expensive litigation that will allow the chapter 11 case to
move forward to distributions to creditors sooner.  The proposed
settlements are described in more detail in the First Amended
Disclosure Statement For Trustee's First Amended Chapter 11 Plan
of Liquidation accompanying this Plan.  To the extent that the
respective Settlement Agreements differ from the summaries herein
or in the Disclosure Statement, the Settlement Agreements control.

The proposed settlement with Superior resolves Superior's claims
against the Estate and the Trustee's claims against Superior.  In
addition Superior and Fifth Third will mutually release each
other.  Under the settlement, the Trustee will release the
Estate's claims against Superior and Superior shall be allowed to
retain certain monies that Superior collected prior to the
Petition Date that the Trustee disputed and shall receive a final
payment of $279,000 from the collateral funds claimed by Fifth
Third.  In consideration of the Trustee's release and payment,
Superior shall withdraw all of its objections in the Chapter 11
Case and release and waive all of its claims and defenses asserted
or assertable in the Chapter 11 Case and release and waive all of
its claims against Fifth Third.  This settlement will allow
significant monies held by the Trustee or that are subject of
interpleader actions to become available for distribution as
proposed in the Plan.  In further consideration, Superior shall
also receive the benefit of the releases given by creditors that
choose to "opt in".

The proposed settlement with First Bank resolves First Bank's
claims against the Estate for a payment to First Bank of $350,000
and a mutual release of claims by the Trustee and First Bank.
Upon the approval of the proposed settlement, First Bank will
assign its claims to the Trustee and will withdraw its objections
and claims.  In addition, First Bank and the Trustee will work
towards an agreement with the US Attorney's office to distribute
the monies seized from a bank account of Tommy Gibson to the
creditor/victims of the ELC Estate and the chapter 7 estate of
Tommy Gibson.

The settlement with the Texas Feedlots allows the setoff of
certain claims by the plaintiffs in the interpleader actions
discounted by five percent against funds in the interpleaders and
allows a general unsecured claim against the estate for the
discount.  Some of the money projected to be distributed under the
Plan is in the possession of the United States Attorney's Office
for the District of Kentucky under a seizure order issued against
an account held in the name of Thomas and Patsy Gibson at Your
Community Bank.  These funds total approximately $4.7 million.
The Trustee is in the process of securing an agreement with the
bankruptcy trustee for the Gibsons and the US Attorney for the
distribution of the seized funds to creditors of ELC and of Tommy
Gibson that were victims of the fraud perpetrated by Tommy Gibson.

A full-test copy of the Chapter 11 Trustee's plan of liquidation
is available for free at:

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

                     About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.

Judge Basil H. Lorch III entered an Order for Relief on Dec. 28,
2010.  At the behest of the creditors, the Court appointed James
A. Knauer, Esq., as Chapter 11 trustee to operate Eastern
Livestock's business.  The Chapter 11 trustee is represented by
James M. Carr, Esq., at Baker & Daniels LLP, nka Faegre Baker
Daniels LLP, as counsel and Katz, Sapper & Miller, LLP, as
accountants.  BMC Group Inc. is the claims and notice agent.

The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.  The Debtor, in its amended schedules,
disclosed $59,366,230 in assets and $40,154,697 in liabilities as
of the Chapter 11 filing.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010.
The petition was signed by Thomas P. Gibson, as manager.  Michael
J. Walro, appointed as Chapter 7 Trustee for East-West Trucking,
has tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.  Mr. Gibson, together with his spouse,
Patsy M. Gibson, pursued a personal bankruptcy case (Bankr. S.D.
Ind. Case No. 10-93867) in 2010.  Kathryn L. Pry, the court-
appointed trustee for the Gibson's Chapter 7 case, tapped Dale &
Eke, P.C., as counsel.

The Court approved the appointment of Robert M. Fishman to mediate
the issue of the reasonableness of the proposed settlement with
Fifth Third Bank as contained in the Chapter 11 Plan proposed by
the Debtor.

The Chapter 11 trustee has filed a proposed Chapter 11 plan and
disclosure statement which proposes that unsecured creditors who
"opt in" and release their claims against Fifth Third could
receive a distribution of $0.40 on the dollar or more.  The Court
believes that unsecured creditors in the case may have a keen
interest in receiving a substantial payment on account of their
claims in as prompt a fashion as is feasible.


EASTMAN KODAK: Gives Details on $844MM in Replacement Financing
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. filed papers on Dec. 21 setting up
hearings on Jan. 11 to seek approval of $844 million in
replacement financing, the sale of a power plant in Rochester, and
the settlements of two environmental claims.  Papers filed by the
Debtor lay out details about replacement financing to provide $469
million in new borrowing power while converting $375 million of
existing second-lien debt into a new obligation arising in the
Chapter 11 case.

According to the report, coupled with proceeds from the sale of
digital imaging technology under a $525 million contract, the new
loan will pay off the $700 million term-loan portion of the
existing $950 million loan financing the bankruptcy.  The
$250 million asset-backed commitment in the $950 million loan will
be reduced to $200 million.  When Kodak emerges from Chapter 11,
$644 million from the new loan will be converted to a term loan
financing the reorganized company.

The report relates that Kodak wants the bankruptcy judge at the
Jan. 11 hearing to approve an $8.5 million sale of the power
facility at Eastman Business Park to Recycled Energy Development
LLC without an auction.  The plant produces 125 megawatts of
electricity along with steam and refrigeration for the business
park.

The report notes that Kodak settled environmental claims arising
from the disposal of hazardous waste in Rock Hill, South Carolina,
and Calvert City, Kentucky. To settle the claims, state
environmental authorities will receive approved unsecured claims
for about $100,000.

In December, the judge gave Kodak permission to solicit second-
lien creditors to determine who elects to participate in the new
financing.

Kodak's $400 million in 7% convertible notes due in 2017 last
traded on Dec. 20 for 12.125 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

                        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 intends to reorganize by focusing on the commercial printing
business.  Other businesses are being sold or shut down.


EATERIES INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Eateries, Inc.
        1100 West Waterloo Road
        Edmond, OK 73025

Bankruptcy Case No.: 12-16224

Chapter 11 Petition Date: December 28, 2012

Court: U.S. Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Sarah A. Hall

Debtor's Counsel: Stephen J. Moriarty, Esq.
                  FELLERS SNIDER
                  100 N. Broadway Avenue, Suite 1700
                  Oklahoma City, OK 73102-8820
                  Tel: (405) 232-0621
                  Fax: (405) 232-9659
                  E-mail: smoriarty@fellerssnider.com

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Preston Stockton, president.


EDISON MISSION: Chevron Sues to Force Buyout of Two Plants
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that subsidiaries of Chevron Corp. filed suit this week
intending to buy out the 50% ownership in two cogeneration plants
held by subsidiaries of bankrupt independent power producer Edison
Mission Energy.

According to the report, through subsidiaries, Chevron and EME
each hold 50% joint-venture interests in plants in the Kern River
oil field near Bakersfield, California.  The plants produce
electricity along with steam Chevron uses to increase oil output
from the wells.  According to Chevron, the plants are becoming
uneconomic because the demand for steam is falling as a result of
the maturity of the oil field.

EME last year rejected Chevron's offer to buy out EME's interest
in the two plants and four others for $82.5 million.  Chevron
contends that the bankruptcy filing on Dec. 17 in Chicago was an
event of default entitling it to purchase EME's interest in the
two plants for half of book value, or some $42.5 million.

The report relates that in the lawsuit filed Dec. 26 in U.S.
Bankruptcy Court in Chicago, Chevron wants the judge to rule that
it can't be compelled to continue in partnership with EME when
ownership changes hands under the proposed reorganization plan.
Chevron also wants the judge to rule that it can buy out EME's
interest under the partnership agreement.

The $1.196 billion in 7% senior unsecured notes maturing in 2017
traded at 8:39 a.m. Dec. 27 for 53.050 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

                       About Edison Mission

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

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

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

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

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

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


EMRLH4 LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: EMRLH4, LLC
        12121 Wilshire Boulevard, #602
        Los Angeles, CA 90025

Bankruptcy Case No.: 12-52136

Chapter 11 Petition Date: December 28, 2012

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

Debtor's Counsel: Richard H. Lee, Esq.
                  SALISIAN LEE LLP
                  444 S. Flower Street, Suite 2320
                  Los Angeles, CA 90071
                  Tel: (213) 622-9100
                  Fax: (800) 622-9105
                  E-mail: richard.lee@salisianlee.com

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Homayoun ?Tony? Namvar, manager.


EMPRESAS OMAJEDE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Empresas Omajede Inc.
        La Electronica Building, Suite 218,
        1608 Bori Street
        San Juan, PR 00927

Bankruptcy Case No.: 12-10113

Chapter 11 Petition Date: December 21, 2012

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

Debtor's Counsel: Patricia I. Varela, Esq.
                  CHARLES A. CUPRILL, PSC
                  356 Fortaleza Street, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  Fax: (787) 977-0518
                  E-mail: pvarela@cuprill.com

Scheduled Assets: $5,613,568

Scheduled Liabilities: $98,762,700

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/prb12-10113.pdf

The petition was signed by Antonio Betancourt, president.


ENGLOBAL CORP: Completes Divestiture of Midstream Inspection Unit
-----------------------------------------------------------------
ENGlobal Corporation, a provider of energy-related engineering and
automation services, on Jan. 3 disclosed that it has closed the
previously announced agreement to divest its Midstream Inspection
division to Furmanite America, Inc., a subsidiary of Furmanite
Corporation.  As announced in December 2012, the total value of
the transaction to ENGlobal was approximately $6.5 million,
consisting of cash at closing, retained working capital, and a
promissory note issued with a parent company guarantee.

ENGlobal intends to use the net proceeds from this transaction to
reduce outstanding debt.  The closing of this transaction
completes ENGlobal's previously announced intent to divest its
Field Solutions segment, which included both its Land/Right of Way
and Midstream Inspection divisions, as a means of reducing
outstanding bank indebtedness.

                              Waiver

As reported by the Troubled Company Reporter-Europe on Dec. 27,
2012, ENGlobal Corporation entered into a Second Amendment to
Revolving Credit and Security Agreement, Waiver and Forbearance
Extension with PNC Bank, National Association, as administrative
agent for the lenders.  The extension will be in place through
April 30, 2013, and requires ENGlobal's compliance with certain
terms and conditions.  This extended period is expected to allow
ENGlobal's management sufficient time to see the results of the
implementation of its business improvement plan.

ENGlobal has hired a management consultant and subsequently
developed a plan to restore the Company's compliance with the
revolving credit facility.

                          About ENGlobal

ENGlobal ENG -- http://www.ENGlobal.com/-- founded in 1985, is a
provider of engineering and related project services principally
to the energy sector throughout the United States and
internationally.  ENGlobal operates through three business
segments: Automation, Engineering & Construction, and Field
Solutions.  ENGlobal's Automation segment provides services
related to the design, fabrication & implementation of process
distributed control and analyzer systems, advanced automation, and
related information technology.


FIESTA HOLDINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Fiesta Holdings, Inc.
        1100 West Waterloo Road
        Edmond, OK 73025

Bankruptcy Case No.: 12-16223

Chapter 11 Petition Date: December 28, 2012

Court: U.S. Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Sarah A. Hall

Debtor's Counsel: Stephen J. Moriarty, Esq.
                  FELLERS SNIDER
                  100 N. Broadway Avenue, Suite 1700
                  Oklahoma City, OK 73102-8820
                  Tel: (405) 232-0621
                  Fax: (405) 232-9659
                  E-mail: smoriarty@fellerssnider.com

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Preston Stockton, president.


FIRST PHILADELPHIA: Case Summary & 6 Unsecured Creditors
--------------------------------------------------------
Debtor: First Philadelphia Holdings, LLC
        3000 Atrium Way, Suite 219
        Mount Laurel, NJ 08054

Bankruptcy Case No.: 12-39767

Chapter 11 Petition Date: December 21, 2012

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

Judge: Gloria M. Burns

Debtor's Counsel: Maureen P. Steady, Esq.
                  12000 Lincoln Drive West, Suite 208
                  Marlton, NJ 08053
                  Tel: (856) 396-0540
                  Fax: (609) 482-8011
                  E-mail: msteady@mac.com

Scheduled Assets: $15,000,000

Scheduled Liabilities: $10,346,981

The petition was signed by George M. Diemer, managing member.

Debtor's List of Its Six Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Fineman Krekstein & Harris, P.C.   Legal Services          $89,628
Mellon Bank Center
1735 Market Street
Suite 600
Philadelphia, PA 19103

Town Shapes                        Professional Services   $84,551
2 Tower Center Boulevard, 19th Floor
East Brunswick, NJ 08816

The Martin Architectural Group     Professional Services   $33,963
346b Darlington Road
Media, PA 19063

Stantec                            Professional Services   $17,747

Kancher Law Firm                   Legal Services          $11,592

George M. Diemer                   --                      Unknown


FOREST CITY: Completes Two Asset Dispositions in Non-Core Markets
-----------------------------------------------------------------
Forest City Enterprises, Inc. on Jan. 3 disclosed that it recently
completed the disposition of two assets in non-core markets.

In Florida, the company closed the sale of Emerald Palms, a 505-
unit apartment community in the Kendall/South Dade submarket in
southwest Miami, to Grand Peaks Properties for approximately $70.5
million, reflecting a cap rate of approximately 5.0 percent based
on estimated 2012 net operating income.  The disposition generated
net cash proceeds to Forest City of approximately $45.2 million.

In San Jose, California, the company completed the sale of
Fairmont Plaza, a 17-story, 405,000-square-foot downtown office
building, to CBRE Global Investors for approximately $93.1
million, representing a cap rate of approximately 7.0 percent
based on estimated 2012 net operating income.  The sale generated
net cash proceeds to Forest City of approximately $28.1 million.

"We continue to execute on our strategy of focusing on our primary
core markets - New York, Washington, D.C., Boston, Denver, Dallas,
Los Angeles and San Francisco," said David J. LaRue, Forest City
president and chief executive officer.  "We will use liquidity
from dispositions such as these to continue to reduce debt and
improve our balance sheet, invest in our mature portfolio and
activate entitled development opportunities in core markets."

Including these dispositions, since the beginning of its fiscal
2012, Forest City has completed 12 dispositions, including both
fully consolidated and unconsolidated (equity-method) assets,
generating more than $125 million in net cash proceeds.

                       About Forest City

Forest City Enterprises, Inc. -- http://www.forestcity.net-- is
an NYSE-listed national real estate company with $10.7 billion in
total assets.  The company is principally engaged in the
ownership, development, management and acquisition of commercial
and residential real estate and land throughout the United States.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 30, 2012,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and stable outlook on Forest City Enterprises Inc.
"At the same time, we revised our recovery rating on the rated
senior unsecured notes to '5' from '6', indicating that lenders
can expect a modest recovery (10%-30%) in the event of a payment
default.  This improvement resulted in the upgrade of the
company's senior unsecured notes to 'B' from 'B-'.  We also
affirmed our 'CCC+' rating on the company's convertible preferred
stock," S&P said.


FR 160 LLC: Amends List of 6 Largest Unsecured Creditors
--------------------------------------------------------
FR 160 LLC has filed an amended list of creditors holding the six
largest unsecured claims.  The document, filed Nov. 19, disclosed:

   Name of creditor          Nature of Claim    Amount of Claim
   ----------------          ---------------    ---------------
NWRA Ventures I, LLC         Guaranty               $50,000,000
c/o The Corporation Trust
Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801

Flagstaff Ranch              HOA Fees                   $69,799
Property Owners
Association
38505 S. Lariat Loop
Flagstaff, AZ 86001

Smith-Roberts, Inc.          Property Survey             $9,891

Paradigm Tax Group           Services                    $7,473

Flagstaff Ranch Mutual       Water Assessment            $6,842
Waste Water Company

Vann Engineering Inc.        Environments Site           $3,000
                             Assessment

                          About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  FR 160 LLC filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent Creditor
Flagstaff Ranch Golf Club as counsel.


FRANK SMITH'S: Bankruptcy Stays Gene Doss Construction Appeal
-------------------------------------------------------------
Justice Bob Pemberton of the Court of Appeals of Texas, Third
District, in Austin, held that the appeal captioned as, Gene Doss
Construction, Inc., Appellant, v. Frank Smith's, Inc. d/b/a The
Deadfish Grill, Appellee, No. 03-12-00746-CV (Tex. App. Ct.), is
stayed by virtue of Frank Smith's chapter 11 bankruptcy filing.  A
copy of the appellate court's Dec. 28, 2012 Memorandum Opinion is
available at http://is.gd/wMSqZPfrom Leagle.com.

Based in Belton, Texas, Frank Smith's Inc., dba The Dead Fish
Grill, filed for Chapter 11 bankruptcy (Bankr. W.D. Tex., Waco
Division, Case No. 12-61194-cag) on Nov. 12, 2012.  Judge Craig A.
Gargotta oversees the case.  John A. Montez, Esq., at Montez &
Williams, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor esstimated $1 million to $10 million in both assets and
debts.  A copy of the Company's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/txwb12-61194.pdf The petition was
signed by James Hightower, president.


HARPER BRUSH: Court Approves Outline of Sale-Based Plan
-------------------------------------------------------
U.S. Bankruptcy Judge Anita L. Shodeen has approved the disclosure
statement describing the first amended combined plan of
reorganization and disclosure statement of Harper Brush Works,
Inc.

The Committee of Unsecured Creditors had filed an objection to the
disclosure statement, saying that the Debtor's failure to provide
information in the statement of financial affairs makes it
impossible for the Committee or a Trustee to evaluate and pursue
avoidance actions.  Counsel for the Committee noted, however, that
the Debtor has provided a list of checks that cleared the bank
within 90 days of filing, and has provided to counsel for the
Committee access to many other documents and electronic records at
the Debtor's facility.  Nonetheless, no debt information has been
provided regarding transfers to insiders or payments to insiders.
In any event, all of this information should be provided via an
Amendment to the Statement of Affairs.

The Committee is represented by:

         Lisa Epps Dade, Esq.
         SPENCER FANE BRITT & BROWNE LLP
         1000 Walnut Street, Suite 1400
         Kansas City, MO 64106
         Tel: (816) 474-8100
         Fax: (816) 474-3216
         Email: leppsdade@spencerfane.com

The Plan contemplates that substantially all of the Debtor's
assets will be sold prior to confirmation of this Plan, pursuant
to a duly noticed motion from the Debtor and approved by the
Court.  Pursuant to the Asset Purchase Agreement approved by the
Court in conjunction with the Sale Motion, and as part of the sale
process, the Debtor will change it's name from Harper Brush Works,
Inc. to HBW Bankruptcy Estate, Inc. at consummation of said sale.

The proceeds from the sale of the Debtor's assets will be held in
a trust account pending confirmation of this Plan, and disbursed
pursuant to the Plan and Confirmation Order on the Effective Date
of the Plan.  Any assets of the Debtor not sold pursuant to the
Sale Motion will be sold or otherwise liquidated either before or
after the Effective Date and said proceeds will be distributed
pursuant to the Plan.

On the Effective Date of the Plan, the rights to bring actions for
recovery of preferential payments or avoidance of fraudulent
transfers or pursue claims against the Debtor's Directors and
Officers Insurance will be transferred to the Official Unsecured
Creditors Committee.  If the Official Unsecured Creditors
Committee is successful in recovering money from such actions,
such funds shall be disbursed pursuant to the terms of the Plan.

Payments and distributions under the Plan will be funded by the
following: funds on hand, proceeds from the sale of substantially
all of the Debtor's assets pursuant to the Asset Purchase
Agreement and Sale Motion, the sale, distribution or other
liquidation of any remaining assets not sold pursuant to the Asset
Purchase Agreement and Sale Motion, and recoveries, if any, from
pursuit of actions for avoidance of preferential payments and/or
fraudulent transfers and claims against the Debtor's Directors and
Officer's insurance.

A copy of the first the first amended combined plan of
reorganization and disclosure statement is available at:

         http://bankrupt.com/misc/HARPERBRUSH_1aplan.pdf

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.
Equity Partners CRB LLC serves as the Debtor's investment banker.

An official committee of unsecured creditors has been appointed in
the case.  Richard S. Lauter, Esq., and Thomas R. Fawkes, Esq., at
Freeborn & Peters LLP, in Chicago, represents the Committee as
general bankruptcy counsel.  Joseph A. Peiffer, Esq., at
Day Rettig Peiffer, P.C., in Cedar Rapids, Iowa, represents the
Committee as local counsel.


JEFFERSON COUNTY, AL: Bessemer Courthouse Settlement Approved
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, received court approval
for a settlement with bondholders and the bond insurer over a
newly built courthouse and jail in Bessemer, 15 miles (24
kilometers) southwest of Birmingham.

The report notes that the settlement allows the county to continue
using the courthouse while paying reduced rent.  To create
leverage for restructuring the lease, the county said in August
that it had sufficient courthouse facilities in Birmingham and
didn't need the Bessemer facility.  To bring the issue to a head,
the county filed papers for authority to abandon the courthouse
and terminate financing agreements.

According to the report, although the county pays reduced rent,
holders of $87 million in bonds will be fully paid thanks to the
Ambac Assurance Corp. guarantee of the bonds.  The new lease will
run through 2037.

Mr. Rochelle points out that the bankruptcy judge won't be
required to decide several thorny legal issues, thanks to the
settlement.

The county leases the Bessemer facility from a state authority.
The bondholders' security includes the income stream from the
county.  Otherwise, the authority isn't liable to pay the bonds if
the county doesn't pay rent.

                      About Jefferson County

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

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

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

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

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

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

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

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


JEFFERSON COUNTY, AL: Judge Backs Hospital Partial Closure
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, was the beneficiary of
another meticulous, lengthy opinion by U.S. Bankruptcy Judge
Thomas B. Bennett, this time upholding the county's ability to
close the inpatient portion of Cooper Green Mercy Hospital that
provided medical care for indigents.

The report relates that in his 37-page, single-spaced opinion,
Judge Bennett said he was correcting two popular misconceptions.
First, he explained why the county isn't solely responsible for
its financial difficulties.  Second, he dissected state law to
explain why the legislature didn't impose financial responsibility
on the county to provide medical care for indigents.

The report relates that after the county closed the hospital, the
city of Birmingham sued, aiming to force the county to continue
operating the hospital on the theory that state law compels a
county to provide medical care for indigents.  At a hearing in
October, Judge Bennett said he would rule in favor of the county,
allow the hospital to close, and halt legal proceedings by the
city. Last week Bennett filed his opinion giving legal and factual
reasons for the ruling.  Judge Bennett opened the opinion
explaining how the county's fiscal problems result from failure of
the legislature to give the county taxing authority making up for
lost revenue when a wage tax was voided by the state Supreme
Court.  He said anyone is "ill-informed" who believes financial
problems are only the result of the county's conduct.  He said the
"State of Alabama and its legislators are a significant
precipitating cause."

Exploding one myth, Judge Bennett turned to another, the notion
that state law requires a county to provide medical care for
indigents.  Analyzing the state statute in question, Judge Bennett
explained how it only requires a county to pay unreimbursed cost
of care for an indigent who receives services in another county.
In substance, Judge Bennett destroyed the underpinnings of the
city's theory for compelling the county to continue operating the
hospital. Among the several resulting rulings, he said the city
wasn't entitled to sue in enforcement of police or regulatory
powers because there was no enforceable obligation under state law
in the first place.

Because the city couldn't prevail, Judge Bennett refused to modify
the so-called automatic stay and permit the city to sue the county
in state court.

Judge Bennett's announcement in October about how he would rule
wasn't official.  Now, Judge Bennett is signing a formal order
giving Birmingham city officials the right to appeal if they wish.

                      About Jefferson County

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

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

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

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

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

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

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

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


KENNETH A. LIPPMANN: Utah Court Confirms Modified Bankruptcy Plan
-----------------------------------------------------------------
Bankruptcy Judge R. Kimball Mosier confirmed the Modified Plan of
Reorganization filed by Kenneth A Lippmann and Beverly C.
Lippmann, dated Dec. 13, 2012.  The sole objection to the Plan,
which was filed by Liberty Bank, has been withdrawn.  A copy of
the Court's Findings of Fact and Conclusions of Law Regarding
Debtors' Modified Plan of Reorganization is available at
http://is.gd/INEBfOfrom Leagle.com.

Kenneth A. Lippmann and Beverly C. Lippmann filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 12-25043) on April 19, 2012.


KING AND QUEEN: Must File Plan by Jan. 13 or Face Dismissal
-----------------------------------------------------------
King and Queen LLC has agreed to file a bankruptcy-exit plan and
disclosure statement by Jan. 13, 2013; otherwise, it consents to
the dismissal of the case, without further notice and hearing,
upon the certification by the U.S. Trustee.

King and Queen made this deal to appease the United States
Trustee, which sought conversion of the Chapter 11 case to a
liquidation under chapter 7, or outright dismissal of the case.

Since the filing of the Motion to Convert or Dismiss, the Debtor
has tendered funds in payment of overdue U.S. Trusteee Quarterly
fees.  The Debtor also has agreed to pay the fees timely going
forward.

The Debtor has not filed reports during the case. The Debtor has
pledged that by Jan. 15, 2013, it will file a cumulative report
for the period March 19, 2012 through Dec.31, 2012, and file
thereafter reports by the 15th of each month for the calendar
month preceding.

Bankruptcy Judge Robert A. Gordon in Baltimore signed off on a
stipulation and consent order between the Debtor and the U.S.
Trustee.  A copy of the Stipulation, dated Jan. 2, is available at
http://is.gd/kVn8qTfrom Leagle.com.

King and Queen LLC filed for Chapter 11 bankruptcy (Bankr. D. Md.
Case No. 12-15041) on March 19, 2012, listing under $1 million in
both assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/mdb12-15041.pdf Sonila Isak, Esq. --
sonila@isaklaw.com -- at The Isak Law Firm, serves as the Debtor's
counsel.


LAKE RETREAT: Case Summary & 13 Unsecured Creditors
---------------------------------------------------
Debtor: Lake Retreat Camp and Conference Center
        dba Adelphia Bible School
        P.O. Box 1320
        Maple Valley, WA 98038

Bankruptcy Case No.: 12-22664

Chapter 11 Petition Date: December 21, 2012

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

Judge: Karen A. Overstreet

Debtor's Counsel: Donald A. Bailey, Esq.
                  SHAFER & BAILEY LLP
                  1218 3rd Avenue, Suite 1808
                  Seattle, WA 98101
                  Tel: (206) 682-4802
                  E-mail: donald.bailey@shaferbailey.com

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

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

A copy of the Company's list of its 13 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wawb12-22664.pdf

The petition was signed by Robert Neumann, executive director.


LCI HOLDING: U.S. Trustee Appoints 3-Member Creditors Committee
---------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Robert A.
DeAngelis, the U.S. Trustee for Region 3, appoints three members
to the Official Committee of Unsecured Creditors in the Chapter 11
case of LCI Holding Inc. and its affiliates:

     1. Crest Services
        Attn: James Klein
        735 Plaza Blvd., #210
        Coppell, Texas 75019
        Tel: (214) 488-9301
        Fax: (214) 488-9299

     2. US Bank National Association
        Attn: Irina Palchuk, EP-MN-WS1D
        60 Livingston Ave.
        St. Paul, Minnesota 55107
        Tel: (651) 466-5869
        Fax: (651) 466-7401

     3. A Vital Response, Inc.
        Attn: Tricia Moench
        PO Box 1547
        Mechanicsburg, Pennsylvania 17055
        Tel: (717) 207-7780
        Fax: (717) 754-0011

                          About LifeCare

LCI Holding 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 percent of the stock following a $570 million acquisition in
August 2005.

LifeCare Holdings 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.

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.


LEHMAN BROTHERS: Free Cash Increases to $5.6 Billion
----------------------------------------------------
Lehman Brothers Holdings Inc. had $5.6 billion in free cash on
November 30, an increase of $1.1 billion during the month,
Bloomberg News reported.

Cash that was restricted or unavailable at Lehman and its
affiliates was $13.7 billion, including $5.8 billion set aside
for disputed claims, the report said.

The company, which is set to make a third payment to creditors in
March, has already paid creditors half of the $65 billion it aims
to pay by 2016 or so.  The average Lehman creditor will get about
18 cents on the dollar for an estimated $370 billion in allowed
claims, Bloomberg reported.

Lehman has been whittling down some claims that would potentially
add cash for payment to creditors.  Last month, the company
agreed to sell Archstone Enterprise LP in a $6.5 billion cash and
stock deal, scrapping plans for an initial public offering after
a four-month slide in U.S. apartment stocks.

Under the deal, Lehman will receive nearly $2.69 billion in cash
plus 34.5 million shares of Equity Residential's stock and
14.9 million shares of AvalonBay Communities Inc.'s stock that
are worth about $3.8 billion combined.  The company will have a
13.2% stake in AvalonBay and 9.8% stake in Equity Residential
after the deal.

The deal, which includes $9.5 billion in Archstone's debt, is
expected to go through as there are no financing contingencies
and does not face a shareholder vote at AvalonBay or Equity
Residential.

                       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.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Seeks Six-Month Stay on 50+ Lawsuits
-----------------------------------------------------
Lehman Brothers Holdings Inc. asked Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to grant
the company another six-month stay on more than 50 lawsuits.

In a motion it jointly filed with the unsecured creditors'
litigation committee, Lehman proposed to extend the stay to
July 20, 2013, saying the six-month extension would allow the
company to settle the lawsuits.

Lehman filed the lawsuits in 2010 to recover funds from more than
200 pre-bankruptcy transactions involving the company.

The stay, which will expire on January 20, 2013, went into effect
in the latter part of October 2010.

The stay has not only allowed Lehman to make "substantial
progress" toward settlement of the lawsuits but also allowed the
company to settle disputes through what it calls alternative
dispute resolution program.  The program has recovered more than
$1.35 billion for the Lehman estate as of December 21, according
to the court filing.

Previous requests to extend the stay have not elicited so much
opposition from parties involved in the lawsuits, court papers
show.  Only a handful filed formal objections in court, including
the liquidators of Lehman's Australian unit who feared that the
extension would further delay the resolution of a case against
BNY Mellon Corporate Trustee Services Ltd.

BNY Mellon administers collateral that consists of funds raised
from the notes issued by special purpose vehicles to investors as
part of the so-called Dante program, a structured products
program arranged by Lehman's European affiliate.

The notes issued under the Dante program are considered
significant assets of LB Australia.  The notes held by the
company are worth AUS$17.847 million, according to court papers.

A court hearing is scheduled for January 16, 2013.  Objections
are due by January 9, 2013.

                       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.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Court OKs Fee Applications of Clyde, et al.
------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved the applications
for final allowance of fees and reimbursement of expenses of
these bankruptcy professionals hired in connection with Lehman
Brothers Holdings Inc.'s Chapter 11 case:

Professional               Period            Fees      Expenses
------------               ------          --------    --------
Clyde Click P.C.           09/15/08 to     $333,959          $0
                            03/06/12

FTI Consulting Inc.        09/15/08 to  $94,472,951          $0
                            03/06/12

Kasowitz Benson Torres     09/15/08 to   $2,481,820          $0
  & Friedman LLP            03/06/12

Moulton Bellingham PC      09/15/08 to     $750,523          $0
                            03/06/12

Pricewaterhouse            09/15/08 to   $2,810,392          $0
  Coopers LLP               03/06/12

Sutherland Asbill &        09/15/08 to     $997,865          $0
  Brennan LLP               03/06/12

                       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.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: 2nd Cir. Refuses to Revive Securities Fraud Suit
-----------------------------------------------------------------
The United States Court of Appeals for the Second Circuit, in a
Dec. 20 order, rejected a bid to revive a $640 million securities
fraud suit brought against Lehman Brothers Holdings Inc. by a
group of former investors in its real estate interests,
Bankruptcy Law360 reported.

The decision validated a lower court's opinion that the investors
had failed to prove that Lehman intentionally misled them.

A three-judge panel agreed with a New York federal court's March
2011 dismissal of a suit brought by a group of investors who
committed more than $53 million to four Lehman partnerships
formed in 2007, according to Bankruptcy Law360.

The case is BARBARA J. FRIED, MARK FRIED ALTITUDE PARTNERS, LLC,
RICHARD D. MALTZMAN, as Trustee for the Richard D. & Charlene
Maltzman Family Trust U/A/D 3/23/88, JEFFOREED PARTNERS, L.P.,
ZELFAM LLC, on behalf of limited partners listed on Annex A., B.
MARK FRIED, ALTITUDE PARTNERS, LLC, JEFFOREED MANAGEMENT COMPANY
INC., ALEX KHOWAYLO, BARRY ARONOFF, BILL NEWLIN, BILL SCHNUHL,
BUKFENC LLC, CATLIN FAMILY TRUST, CHARCO VENTURES, L.P., DANIEL R
PFAU, ELISABETH S. PFAU, DREW PERKINS TRUST U/A/D 12/21/99, ELI
BARKAT HOLDING LTD., ERIK SCULTE, FRANK KEENER, FRANK RUTAN,
GEORGE EVANS, GSB HOLDING, INC., IRACINI L.P., JAMES J. VAN
STONE, SUSAN E. VAN STONE, JAMES R. DOUGLAS, MARGARET W. DOUGLAS,
JEFF MOSTER, JOHN ARGUE, JEFFREY HECKTMAN TRUST, JOHN DRAGHI,
JOHN ROSEKRANZ, KAREN A. UBELHART, LOUISE E. COHEN, MARTIN
BURGER, MICHAEL & DIANE BRANON REVOCABLE TRUST, MICHAEL SHER,
BILLIE GELB, NIR BARKAT HOLDING LTD., PAUL DEKTOR, PEACHBLOW
PARTNERS, L.P., PROVIDENT HOLDINGS, INC., PSERD TRUST, RFLP
GROUP, LLC, RICHARD LANDGARTEN, ROBERT T. FRALEY TRUST, ROSS C.
HARTLEY, RUSSELL AND JUDITH FRADIN, TIC, SANFORD H. ROBBINS,
SHLOMO SHMELZER, ATALYA SHMELZER, SIMON FAMILY INVESTMENT
PARTNERSHIP, STEPHANIE BORYNACK, STEPHEN GUERINO, KATHLEEN
GUERINO, STEVEN HOLDER, TAD LOWREY, THE GOLD/SHERMAN-GOLD FAMILY
TRUST, THOMAS G. MACEY, THREE HORSE INVESTMENTS, VAHID MANIAN,
WAITE FAMILY TRUST, WILLIAM C. SCOTT, JULIEN DE SLABERRY,
GLICKENHAUS AND CO., REAL ESTATE PRIVATE EQUITY, INC.,
Plaintiffs, and ALAN GERBER LEWIS MARITAL IRR. TRUST, RICHARD
SHUSTER, RICKEL SHUSTER, Plaintiffs-Appellants, v. LEHMAN
BROTHERS REAL ESTATE ASSOCIATES III, L.P., LEHMAN BROTHERS
PRIVATE EQUITY ADVISERS, LLC, MARK A. WALSH, MARK H. NEWMAN,
BRETT BOSSUNG, MICHAEL J. ODRICH, CHRISTOPHER M. O'MEARA, RICHARD
S. FULD, JR., JOSEPH M. GREGORY, ERIN CALLAN, IAN LOWITT, THOMAS
RUSSO, DOES 1 THROUGH 50, REAL ESTATE PRIVATE EQUITY, INC.,
SILVERPEAK REAL ESTATE PARTNERS L.P., REPE CP MANAGECO LLC,
Defendants-Appellees, No. 11-1774-cv (2nd Circ.).  A copy of the
Decision is available at http://is.gd/WJaM4Bfrom Leagle.com

                       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.  (http://bankrupt.com/newsstand/or 215/945-700)


LON MORRIS: Court Approves Down Lohnes as Special Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
authorized Lon Morris College to employ Dow Lohnes PLLC as its
special counsel with respect to regulatory and education law.

The special counsel engagement is limited to dealing with
governmental and quasi-governmental entities to minimize any
claims against the Debtor and maximize the potential return for
non-governmental creditors.

The Debtor said the firm has received a $5,000 retainer as an
advance on fees.  These funds will be held in trust until the firm
is authorized to apply the advance to fees.  The firm's Michael
Goldstein, Esq., charges $765 per hour, and Lisa Bureau bills $567
per hour.  The firm's billing rates:

  Associates and Senior Counsel  $275-$325
  Non-attorney Professionals     $300-$375
  Partners                       $550-$765

The firm has attested it is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at Webb and Associates, and
McKool Smith P.C., serve as counsel to the Debtor.  Capstone
Partners serves as financial advisor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.  The Debtor disclosed $29,957,488 in
assets and $15,999,058 in liabilities as of the Chapter 11 filing.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.

The college has a Chapter 11 plan on file to be funded by a sale
of the properties.


MARBLE CLIFF: Bresco Claims Have Priority Over MTGLQ Claims
-----------------------------------------------------------
MTGLQ Investors, LP, sued Bresco Solutions, LLC, in bankruptcy
court to determine whether Bresco's claims against Marble Cliff
Crossing Apartments, LLC, are secured.  Bresco assigned the claims
to The Security Network, Inc.  MTGLQ, which holds a claim for
$31,750,708 secured by both the real property and the collateral
covered by Bresco's security interests, asserts that Bresco did
not obtain a security interest in 2011 because it did not have a
valid security agreement with the Debtor.  MTGLQ also contends
Bresco's security interests are unperfected because the various
pieces of collateral are fixtures, and that its security interest
in the collateral takes priority over Security Network's security
interests, rendering those interests unsecured due to a lack of
equity.  MTGLQ also argues that several matters not related to the
validity or priority of the security interests, require the Court
to deem the claims unsecured.

The Debtor owns an upscale 276-unit apartment complex located in
Franklin County, Ohio.  In 2010, Bresco sold and installed
security cameras and related hardware at the complex.  In 2011,
Bresco sold and installed wireless internet access equipment at
the complex, including a rack, controller, wireless access points,
and related wiring and hardware. As part of each transaction,
Bresco filed UCC financing statements with the Ohio Secretary of
State's office, but not with the Franklin County Recorder's
office.

At trial, the Court heard testimony from these witnesses: Mr.
Brent Beatty, the 50% owner and managing member of Bresco; Mr.
Christopher Deibel, the president of Scioto Management Group, the
company which manages the apartment complex on behalf of the
Debtor; and Mr. Thomas Alexander, the sole owner of Security
Network.

In a Dec. 28, 2012 Memorandum Opinion and Order available at
http://is.gd/JlBXxMfrom Leagle.com, Bankruptcy Judge Charles M.
Caldwell ruled that Bresco obtained valid security interests in
each transaction, and properly perfected each of those security
interests.  The Court also held that the security interests
constitute purchase-money security interests.  Because of their
purchase-money status, the security interests have priority over
the conflicting security interest of MTGLQ.  As a result, the
Bresco claims are entitled to secured status.

The Court's opinion also noted that the Debtor's real property is
valued at $32,500,000, and thus has sufficient equity to pay
MTGLQ's claim in full.

The case is, MTGLQ Investors, LP, Plaintiff, v. Bresco Solutions,
LLC, et. al., Defendants, Adv. Proc. No. 12-2362 (Bankr. S.D.
Ohio).

As reported by the Troubled Company Reporter on Dec. 11, Judge
Caldwell will hold a hearing Jan. 4, 2013, at 2:00 p.m. to
consider any memoranda filed regarding confirmation of Marble
Cliff's Chapter 11 plan, and discuss the status and future of the
Chapter 11 proceeding.  On Nov. 1 through 30, 2012, the Court
conducted a trial to confirm the plan and related amendments filed
on behalf of Marble Cliff.  MTGLQ is the lone objecting party and
holder of the most significant secured and unsecured claims.

The Debtor proposes to pay in full MTGLQ's secured claim over a
period of 32 years with interest at a market rate determined by
the Court.  MTGLQ argued that the loan terms are not available in
the market, that the Debtor does not have the financial ability to
consummate the plan, and liquidation would inevitably follow plan
confirmation.

Marble Cliff Crossing Apartments, LLC, filed for Chapter 11
bankruptcy (Bankr. S.D. Ohio Case No. 11-61545) in 2011.


MCDONNELL HORTICULTURE: Case Summary & Creditors List
-----------------------------------------------------
Debtor: McDonnell Horticulture Inc.
        1521 US Highway 1
        Cameron, NC 28326

Bankruptcy Case No.: 12-09009

Chapter 11 Petition Date: December 21, 2012

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

Judge: J. Rich Leonard

Debtor's Counsel: Samantha Y. Moore, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: (919) 582-2323
                  Fax: (866) 809-2379
                  E-mail: samantha@janvierlaw.com

                         - and ?

                  William P. Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: (919) 582-2323
                  Fax: (866) 809-2379
                  E-mail: bill@janvierlaw.com

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

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

A copy of the Company's list of its 14 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nceb12-09009.pdf

The petition was signed by Patrick McDonnell, president.


MEDFORD VILLAGE: Chapter 11 Case Dismissed
------------------------------------------
Chief Bankruptcy Judge Gloria M. Burns has signed a consent order
dismissing the chapter 11 case of Medford Village East Associates,
LLC.

U.S. Home Corporation d/b/a Lennar filed a motion with the U.S.
Bankruptcy Court seeking dismissal of the Chapter 11 case or, in
alternative, modify the automatic stay imposed by Fed.R.Bankr.P.
4001 (a)(3).  Lennar also sought determination that the Debtor is
a single asset real estate debtor.

The Debtor and Lennar settled the matter pursuant to the terms of
a settlement agreement.  In a Nov. 20 order, the Court approved
the settlement agreement and dismissed the case.

Medford Village East Associates, LLC, filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 12-29693) in Camden on Aug. 8, 2012.  The
Debtor owns properties in Medford Township, Mt. Laurel Township,
Borough of Clayton, Borough of Barrington, Voorhees Township and
the Midwest.  The Debtor hired Maschmeyer Karalis P.C. as
bankruptcy counsel and Hyland Levin, LLP as special counsel.  The
petition was signed by Stephen D. Samost, managing member.

The Debtor scheduled $65,951,199 in assets and $9,976,003 in
liabilities.


MF GLOBAL: Settles With U.K. Unit to Help Foreign Traders
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the MF Global Inc. brokerage, the broker's parent MF
Global Holdings Ltd., and the U.K. affiliate MF Global U.K. Ltd.
settled claims among their three bankrupt estates, allowing the
trustee for the U.S. broker to say there is a "possibility" of
full recovery on customers' securities claims and "significant
additional distributions" to commodities customers trading on U.S.
and foreign exchanges.

According to the report, the settlement between James Giddens, as
trustee for the U.S. broker, and the joint special administrators
for the U.K. affiliates comes up for approval at a Jan. 31 hearing
in U.S. Bankruptcy Court in New York.  There is a separate
settlement between Mr. Giddens and Louis Freeh, the Chapter 11
trustee for the MF Global holding company.  Mr. Giddens said the
settlement most benefits U.S. customers who traded on foreign
exchanges.

The report relates that Mr. Giddens asserted claims against the
U.K. broker consisting of $910 million for client money and $465
million in unsecured claims.  The U.K. affiliate was making $410
million in claims against the U.S. broker.  The chief dispute, in
litigation in the U.K., involved the priority accorded to funds
held at the U.K. broker emanating from U.S. customers' trading on
foreign exchanges.

Mr. Giddens, the report discloses, said the settlement became
possible when calculations revealed that the recovery by the U.S.
company would differ little depending on the outcome of the
priority litigation.  The settlement calls for Mr. Giddens to
immediately receive $291 million, with payments from the U.K.
broker ultimately totaling between $500 million and $600 million.
The settlement requires U.S. customers to give up claims they
asserted on their own that duplicate Mr. Giddens' claims against
the U.K. broker.

Although the settlement between Mr. Giddens and Mr. Freeh was
filed as an exhibit to papers filed Dec. 21, the Freeh agreement
isn't yet scheduled for court approval.  The two trustees didn't
say what the settlement means in terms of recoveries for creditors
of the U.S. holding company.  The U.K. liquidators said the
disputes with Mr. Giddens had precluded them from distributing 90%
of the $2.5 billion they collected.

The report adds that Mr. Giddens filed a separate set of papers on
Dec. 21 for authority to make more distributions. He already
distributed 80% to so-called 4d customers with commodity futures
and options accounts and 5% to so-called 30.7 creditors with
claims from trading in futures or options on foreign exchanges.

Bloomberg reported this month that 30.7 claims were being quoted
by claim traders from 91.5 to 92.5 cents on the dollar while 4d
claims were quoted between 97.5% and 98.5%.

                       About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is 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 is also 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.

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) on Oct. 31, 2011, 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.  It is easily the largest bankruptcy filing so far
this year.

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 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.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or  215/945-7000)


MONTE CRISTO: Case Summary & 4 Unsecured Creditors
--------------------------------------------------
Debtor: Monte Cristo Trust
        6101 Via Escondido Drive
        Malibu, CA 90265

Bankruptcy Case No.: 12-21031

Chapter 11 Petition Date: December 26, 2012

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Gilbert Azafrani, Esq.
                  3301 Oceanfront Walk, #318
                  Santa Monica, CA 90401
                  Tel: (310) 428-2315

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

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

A copy of the Company's list of its four unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-21031.pdf

The petition was signed by Gilbert Azafrani, acting trustee.


MICROPHAGE INC: Files for Bankruptcy Protection in Colorado
-----------------------------------------------------------
Tony Kindelspire, writing for Longmont (Colo.) Times-Call, reports
that MicroPhage Inc., a Longmont-based company specializing in
bacterial detection technology, filed for Chapter 11 bankruptcy
protection (Bankr. D. Colo. Case No. 12-_____) on Dec. 28.  The
petition disclosed assets of between $500,001 and $1 million and
liabilities of $1 million to $10 million.

The report notes that, using technology developed at and licensed
from the Colorado School of Mines in Golden, MicroPhage --
http://www.microphage.com/-- was incorporated in 2002.  The
company moved to 2400 Trade Centre Ave. in Longmont in 2004.  The
following year the company narrowed the focus of its bacterial
detection technology to focus on bringing products to market that
would be used in clinical applications.  The products, later
branded as KeyPath, were instrument-free blood detection devices
similar in size and appearance to home pregnancy kits.  The kits
were meant to detect the presence of methicillin-resistant (MRSA)
and methicillin-susceptible (MSSA) staph infections in hours,
rather than the procedures that were on the market at that time,
where test results could take up to three days.

According to the bankruptcy filing, Cardinal Health is listed as
the largest creditor of MicroPhage, with $2 million in credit to
the Longmont company, $1 million of that secured. The second
largest on the list of unsecured creditors was the Denver law firm
of Patton Boggs, which is owed $139,800. Also listed was CPC
Clinical Research of Aurora, which is owed a little more than
$89,000.

The report says attempts to reach MicroPhage and its CEO, Don
Mooney, who took that job in February of 2011, were unsuccessful
Wednesday.  A call to Cardinal Health in Ohio also was not
returned.

According to the report, Jack Wheeler co-founded MicroPhage in
2002, was later CEO and left his job as a consultant for the
company last June, but not before helping put the Cardinal Health
deal together. He said Wednesday he had not heard the company had
officially filed for bankruptcy but was aware it was having
problems.

The report also notes angel investors -- more than 100 of them --
funded MicroPhage until the Cardinal Health deal was struck.


MICROPHAGE INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: MicroPhage, Inc.
        2400 Trade Centre Avenue
        Longmont, CO 80503

Bankruptcy Case No.: 12-35934

Chapter 11 Petition Date: December 28, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/cob12-35934.pdf

The petition was signed by Don Mooney, president.


MS MARK SHALE: Trademarks Fetching at Least $10,000
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chicago retailer Mark Shale completed going-out-of-
business sales at the three remaining stores by Dec. 31.  If
anyone is interested in buying the trademarks and trade names, the
starting price is $10,000.  A 20% stockholder named Scott Baskin
is offering $10,000 for the intellectual property.  The sale to
Baskin is slated for approval at a Jan. 9 hearing in U.S.
Bankruptcy Court in Chicago unless someone appears at the hearing
offering a higher price.

Based in Woodridge, Illinois, MS Mark Shale, LLC, filed for
Chapter for Chapter 11 protection on Aug. 21, 2012 (Bankr. N.D.
Ill. Case No. 12-33041).  Judge Jacqueline P. Cox presides over
the case.  Steven B. Towbin, Esq., at Shaw Gussis et al.,
represents the Debtor.  The Debtor disclosed assets of
$3.2 million and liabilities of $5.5 million.

Bloomberg News notes that the bankruptcy in August was the second
since 2009.  The new bankruptcy was a liquidation from the outset.
Then operating eight high-end men's and women's apparel stores,
Mark Shale filed for Chapter 11 reorganization in Chicago in March
2009.  The existing owners along with others bought the business
in a bankruptcy sale.


NATIONAL CENTURY: Poulsen's Bid to Set Aside Dismissal Denied
-------------------------------------------------------------
The U.S. District Court for the Middle District of Florida denied
a motion by the former chief executive officer of National Century
Financial Enterprises Inc. to set aside an earlier ruling in favor
of Bank One N.A.

Former CEO Lance Poulsen filed the motion to set aside the
district court's ruling dismissing his complaint against Bank
One.  The complaint was dismissed early this year after the court
determined that Mr. Poulsen is more to blame for NCFE's
bankruptcy.

Mr. Poulsen blames the merger between the bank and JPMorgan Chase
& Co. for the company's collapse.  He also accuses the bank of
conspiring with JPMorgan in exposing the fraud scheme, which
induced the Federal Bureau of Investigation to shut down the
company.

In denying the motion, Judge James Graham clarified that the
former CEO was not allowed to move ahead with his case not
because he failed to respond to a separate order that required
him to present arguments why his complaint shouldn't be
dismissed.

"Poulsen's current motion offers no additional reasons why his
complaint would not fail under the doctrine," Judge Graham said,
referring to the "in pari delicto" doctrine.

The U.S. law doctrine in pari delicto provides that parties who
are "in equal fault" cannot recover from one another.

Judge Graham further said that Mr. Poulsen's request to amend the
complaint is also futile based on the content of his previously-
filed reply that appears to be a proposed amended complaint.

The judge pointed out that none of the allegations raised by Mr.
Poulsen in that reply "overcomes the core concern of the in pari
delicto doctrine."

A full-text copy of the order is available without charge
at http://is.gd/Gf5k2y

The case is Lance Poulsen v. Bank One N.A., U.S. District Court
Middle District of Florida, No. 2:04-cv-269.

                 Court Grants Credit Suisse's Bid
                       for Summary Judgment

The U.S. District Court for the Southern District of Ohio granted
Credit Suisse Securities LLC's motion for summary judgment on
claims held by Pharos Capital Partners L.P. against the Swiss
bank.

In granting the motion, the district court said Pharos "could not
have justifiably relied on the alleged misrepresentations and
omissions made by Credit Suisse."

Although Pharos offered many reasons for discounting the plain
language of the letter agreement between the company and Credit
Suisse, "what matters when litigation breaks out is what the
parties actually signed," the district court said in a 27-page
order.

The district court also ordered the closure of the multi-district
litigation styled as In re National Century Financial Enterprises
Inc., Investment Litigation, U.S. District Court Southern
District of Ohio, No. 2:03-md-1565.

A full-text copy of the order is available without charge
at http://is.gd/7qKql4

Pharos sued Credit Suisse for fraud in connection with a failed
$12 million equity investment.  The company, which purchased
preferred stock in NCFE in 2002, accused the Swiss bank of
misrepresenting NCFE's financial health.

Credit Suisse moved for summary judgment, arguing that they both
entered into the letter agreement in which Pharos acknowledged
that it was a "sophisticated institutional investor" which was
relying exclusively on its own due diligence investigation.

The agreement further stated that any non-public information
known by Credit Suisse about NCFE need not be provided to Pharos,
according to court papers.

The case is Pharos Capital Partners L.P. v. Deloitte & Touche
LLP, et al., U.S. District Court Southern District of Ohio, No.
03-cv-362.

             Appeals Court Affirms Ohio Court Ruling

The U.S. Court of Appeals for the Sixth Circuit affirmed a ruling
handed down by a district court in Ohio overseeing a lawsuit
against JPMorgan Chase Bank N.A.

The ruling granted JPMorgan's motion for summary judgment on the
claims asserted by Amedisys Inc. in one of the two lawsuits it
filed against the bank for its involvement in a dispute over
receivables and funds owned by the company.

The lawsuit was initially filed in a Louisiana court in February
2003, and was eventually transferred to the U.S. District Court
for the Southern District of Ohio, which also oversees the other
lawsuit.

Following the transfer, JPMorgan moved for summary judgment,
arguing that the claims in the 2003 lawsuit were precluded by the
appeals court's earlier decision in the other lawsuit.  The bank
argued the claims were barred by res judicata due to the
resolution of the other lawsuit.

In August 2010, the Ohio district court granted JPMorgan's motion
for summary judgment on the 2003 lawsuit.  Amedisys appealed,
arguing that the district court erred in finding the claims were
precluded.

A copy of the appeals court's order is available for free at
http://is.gd/WcFjTO

The case is Amedisys Inc., et al. v. Suzanne Hosch, et al., U.S.
District Court for the Southern District of Ohio, No. 10-4194.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NATIONAL CENTURY: Hampton-Stein Lawsuit Dismissed
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
dismissed a lawsuit filed by the Unencumbered Assets Trust
against Tracey Hampton-Stein.

The dismissal came after the parties reached an agreement to
resolve their dispute, which stemmed from the commercial
activities of National Century Financial Enterprises Inc. and its
affiliated debtors.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NATIONAL CENTURY: VI/XII Trust Report for Qtr. Ended June 30
------------------------------------------------------------

                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation         -              -             -
2. Fees for Attorney for
   Trustee                      -              -             -
3. Fee for Attorney for
   Debtor                $396,828    $11,343,782             -
4. Other professionals    151,691      5,855,128             -
5. All expenses,
   including trustee      228,591     12,734,653             -

B. DISTRIBUTIONS:
6. Secured Creditors            -    494,353,519             -
7. Priority Creditors           -              -             -
8. Unsecured Creditors          -              -             -
9. Equity Security
   Holders                      -              -             -
10.Other Payments or
   Transfers               21,981     58,494,581             -
                       ----------   ------------    ----------
Total Plan Payments      $799,091   $582,781,664             -
                       ==========   ============    ==========

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NATIONAL CENTURY: UAT Report for Qtr. Ended June 30
---------------------------------------------------

                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation         -              -             -
2. Fees for Attorney for
   Trustee                      -              -             -
3. Fee for Attorney for
   Debtor                 $23,881    $16,404,008             -
4. Other professionals    112,981     12,068,152             -
5. All expenses,
   including trustee      112,598     24,298,663             -

B. DISTRIBUTIONS:
6. Secured Creditors            -              -             -
7. Priority Creditors           -              -             -
8. Unsecured
   Creditors                    -    208,136,188             -
9. Equity Security
   Holders                      -              -             -
10.Other Payments or
   Transfers                    -              -             -
                       ----------    -----------    ----------
Total Plan Payments      $249,460   $260,907,011             -
                       ==========    ===========    ==========

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NEW ENGLAND COMPOUNDING: Case Summary & Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: New England Compounding Pharmacy, Inc.
        dba New England Compounding Center
        697 Waverly Street
        Framingham, MA 01701

Bankruptcy Case No.: 12-19882

Chapter 11 Petition Date: December 21, 2012

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: Daniel C. Cohn, Esq.
                  MURTHA CULLINA LLP
                  99 High Street
                  Boston, MA 02110
                  Tel: (617) 457-4155
                  E-mail: dcohn@murthalaw.com

Debtor's
Accountant and
Financial
Advisor:          VERDOLINO & LOWEY, P.C.

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mab12-19882.pdf

The petition was signed by Keith D. Lowey, director and chief
restructuring officer.


NEWS PUBLISHING: Small-Town Georgia Newspapers in Chapter 11
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that News Publishing Co., the publisher of the Rome New-
Tribune and nine other small-town Georgia newspapers, filed a
petition for Chapter 11 protection (Bankr. N.D. Ga. Case No.
13-40002) on Jan. 1 in Rome, Georgia.  Based in Rome, the company
said assets and debt are both less than $10 million. Along with
the newspapers, there are several free-distribution publications,
according to the company's Web site.  The secured lenders are
Citizens First Bank from Rome, owed $860,000, and Greater Rome
Bank, owed $825,000.


NWC MCCASLIN-CENTURY: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: NWC McCaslin-Century, LLC
        P.O. Box 328
        Boulder, CO 80306

Bankruptcy Case No.: 12-35908

Chapter 11 Petition Date: December 28, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Aaron J. Conrardy, Esq.
                  SENDER WASSERMAN WADSWORTH, P.C.
                  1660 Lincoln Street, Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: aconrardy@sendwass.com

                         - and ?

                  Harvey Sender, Esq.
                  SENDER WASSERMAN WADSWORTH, P.C.
                  1660 Lincoln Street, Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: Sendertrustee@sendwass.com

Scheduled Assets: $3,038,079

Scheduled Liabilities: $4,595,667

The petition was signed by Scott Pedersen, managing member.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Vectra Bank Colorado, NA           Secured Loan         $1,595,667
1001 17th Street, R300
Denver, CO 80202


OFFICE LOGIC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Office Logic, Inc.
        2003 Chatham Center Drive
        Savannah, GA 31405

Bankruptcy Case No.: 12-42465

Chapter 11 Petition Date: December 21, 2012

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  MCCALLAR LAW FIRM
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallar@mccallarlawfirm.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/gasb12-42465.pdf

The petition was signed by Michael Strum, CEO.


OSHKOSH CORP: S&P Affirms 'BB' CCR, Outlook Positive
----------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including the 'BB' corporate credit rating, on Oshkosh
Wis.-based Oshkosh Corp. and revised the outlook to positive from
stable.  At the same time, S&P revised the recovery rating on the
company's senior unsecured notes to '3' from '4', to indicate the
expectation of meaningful (50%-70%) recovery for lenders in the
event of payment default.

"The outlook revision reflects the potential for an upgrade if the
company maintains its good credit measures and continues to pursue
a moderate financial policy, including targeted reported debt to
EBITDA of 1x-2x, despite challenging circumstances in some of its
segments," said Standard & Poor's credit analyst Dan Picciotto.
"We expect the company's fire and emergency unit will continue to
suffer from weak municipal spending this year while the defense
segment is likely to further decline as a result of declining
government defense spending.  Still, very good performance in the
access equipment segment and improving conditions in the
commercial segment, combined with meaningful debt reduction over
the past several years, have allowed Oshkosh to maintain credit
measures that could support a higher rating."

The ratings assume that future acquisition activity may transpire
but is unlikely to be financed in the aggressive manner comparable
with the company's access equipment acquisition in 2006.  For a
higher rating S&P would expect Oshkosh to maintain funds from
operations (FFO) of about 30% over the operating cycle and debt to
EBITDA of about 3x.  The revision of the recovery rating on the
senior unsecured notes to '3' from '4' reflects a later year in
our simulated default scenario where less secured debt exists,
thereby increasing residual value for the unsecured noteholders.

The ratings on specialty vehicle maker Oshkosh reflect its
"satisfactory" business risk profile and "significant" financial
risk profile.  Activist investor Carl Icahn dropped a tender offer
for the company in December 2012, which S&P believes reduces the
likelihood that the company's financial policy will become more
aggressive in the near term.  "We removed the ratings from
CreditWatch with negative implications after Icahn's tender offer
did not meet the 25% threshold he had set.  We score Oshkosh's
management and governance as 'satisfactory,'" S&P said.

The company's announcement on Nov. 16, 2012, that it plans to
repurchase up to $300 million of common stock over the next 12 to
18 months does not have an immediate effect on S&P assessment of
the company's financial risk profile, which S&P describes as as
"significant."  The company's large cash balances (more than
$500 million), good credit measures, and anticipated positive free
cash flow generation provide some capacity for the share
repurchase activity.

S&P assesses the company's business risk profile as
"satisfactory."  S&P expects Oshkosh to maintain its leading
positions in key segments of the cyclical specialty vehicle market
-- such as being the No. 1 global provider of aerial work
platforms -- and its good product and end-market diversity, which
its four reporting segments prove.  Despite the diversity, results
have been extremely cyclical.  The downturns in the formerly more
stable fire and emergency segment over the past several years and
the massive declines in the aerial work platform and commercial
segments in the 2009 timeframe are indicative of this.  The
company's defense segment faces budget pressure from the federal
government that is likely to reduce its contribution to the
topline over the coming years to about $2 billion or less from
nearly $4 billion in 2012.  Still, the company's diversified
product portfolio is a supporting factor in S&P's business risk
profile assessment and its defense segment provided an important
offset to the decline of its other segments within 2009-2010.  S&P
base-case expectations include:

-- a continuation of the slow global economic recovery;

-- a continued recovery in the access equipment in fiscal 2013 at
    a slower pace than in fiscal 2012;

-- lower sales and profits at its defense segment in each of the
    next several years, as Oshkosh transitions away from large
    domestic contracts;

-- fire and emergency results to deteriorate in 2013, given
    pressures on municipal budgets;

-- commercial segment revenue and profitability to benefit from
    the improving outlook for residential construction spending;
    and

-- positive free cash flow generation.

Barring any sizable acquisitions or other strategic shifts, S&P
expect debt to EBITDA to remain close to 2x and FFO to total debt
to exceed 30% in 2013.  These measures provide some cushion for
risks to the company's defense segment performance or a general
economic slowdown.  At the current ratings, S&P expect Oshkosh to
maintain total debt to EBITDA of about 3.5x and FFO to total debt
of about 20% to 25% over the cycle, understanding these measures
will be better in periods of recovery such as the one we are
seeing now.

The outlook is positive.  S&P believes Oshkosh may maintain credit
measures that are consistent with a one-notch higher rating.  S&P
could raise the ratings if the company maintains FFO at about 30%
and debt to EBITDA is less than 2.5x in a decent general operating
environment for its nondefense businesses.  S&P could revise the
outlook to stable if weak results or a debt-financed acquisition
causes weaker credit measures--for example, if adjusted debt to
EBITDA exceeds 3x.  For instance, this could occur if a weaker
economy pressures equipment spending, which supports the company's
nondefense segments, resulting in a double-digit topline decline
and an operating margin deterioration of more than 1.5%.


OVERSEAS SHIPHOLDING: Can Employ Daniel H. Golden as Counsel
------------------------------------------------------------
The Hon. Peter J. Walsh has authorized Overseas Shipholding Group,
Inc.'s official committee of unsecured creditors to retain Daniel
H. Golden of Akin Gump Strauss Hauer & Feld.

The hourly rates of Akin Gump are:

     Partner                         $570 to $1,200
     Senior counsel and counsel      $425 to $865
     Associate                       $350 to $630
     Paraprofessional                $130 to $315

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

                    About Overseas Shipholding

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

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


OVERSEAS SHIPHOLDING: Court Approves FTI as Financial Advisor
-------------------------------------------------------------
The Hon. Peter J. Walsh has authorized Overseas Shipholding Group,
Inc.'s official committee of unsecured creditors to retain Andrew
Scruton of FTI Consulting, Inc., as financial advisor.

The firm will be compensated at these hourly rates:

     senior managing director                      $780 to $895
     Director and managing director                $560 to $745
     Consultant and senior consultant              $280 to $530
     Administrative/paraprofessional/associate     $115 to $250

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

FTI may be reached at:

          Andrew Scruton
          Senior Managing Director
          FTI CONSULTING
          Tel: 212-247-1010
          Fax: 212-841-9350
          E-mail: andrew.scruton@fticonsulting.com

                    About Overseas Shipholding

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

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


OVERSEAS SHIPHOLDING: Can Hire Houlihan Lokey as Investment Banker
------------------------------------------------------------------
The Hon. Peter J. Walsh has authorized Overseas Shipholding Group,
Inc.'s official committee of unsecured creditors to retain David
R. Hilty of Houlihan Lokey Capital as financial advisor and
investment banker.

Houlihan Lokey will be compensated a monthly fee of $175,000 and a
deferred fee of $3.25 million.

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

                    About Overseas Shipholding

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

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


OVERSEAS SHIPHOLDING: Court Approves Pepper Hamilton as Co-Counsel
------------------------------------------------------------------
The Hon. Peter J. Walsh has authorized Overseas Shipholding Group,
Inc.'s official committee of unsecured creditors to retain David
B. Stratton of Pepper Hamilton LLP as co-counsel.

The firm will be compensated at these hourly rates:

     Partner, special counsel and counsel     $430 to $750
     Associate                                $260 to $440
     Paraprofessional                         $190 to $250

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

                    About Overseas Shipholding

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

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


OVERSEAS SHIPHOLDING: Directors Subject to More Class Suits
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that officers and directors of Overseas Shipholding Group
Inc. are now defending class lawsuits in both state and federal
courts in New York.  Citigroup Inc., Morgan Stanley and HSBC
Securities (USA) Inc., among the underwriters in a $300 million
unsecured debt offering in March 2010, are also named as
defendants.  The new suit was filed on Dec. 24 in U.S. District
Court in Manhattan.

                   About Overseas Shipholding

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

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case.


PEACH 75: Case Summary & 7 Unsecured Creditors
----------------------------------------------
Debtor: Peach 75 LLC
        2152 14th Circle North
        Saint Petersburg, FL 33713

Bankruptcy Case No.: 12-53634

Chapter 11 Petition Date: December 21, 2012

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Christopher W. Terry, Esq.
                  STONE AND BAXTER, LLP
                  577 Mulberry Street, Suite 800
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  E-mail: cterry@stoneandbaxter.com

Scheduled Assets: $1,322,000

Scheduled Liabilities: $1,226,951

A copy of the Company's list of its seven unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/gamb12-53634.pdf

The petition was signed by Clark H. Scherer, III, managing member.


PATRICK BARKER: Vianello Awarded $38K for Substantial Contribution
------------------------------------------------------------------
Vianello Forensic Consulting L.L.C. seeks attorneys fees and
expenses in the amount of $51,976.19 for its work in the Chapter
11 case of Patrick Norman Barker, and specifically for its efforts
to successfully shape the sale of a principal estate asset and to
lead the opposition to the debtor's initial plan.  The debtor
opposes the motion on two grounds, asserting first that VFC's
application is untimely, and further, that VFC did not make a
substantial contribution to the case.

Bankruptcy Judge Robert E. Nugent held that even if the
application was not timely filed, the Court may allow it to be
filed late for cause.  And, as VFC was instrumental in taking
actions that resulted in a substantial dividend to the unsecured
creditors, the judge said VFC made a substantial contribution for
which it should be awarded reasonable attorneys' fees and
expenses.

In last week's order, Judge Nugent ruled that VFC is entitled to
administrative expenses of $38,600.  He denied VFC's request as to
the remainder of the attorneys fees and expenses.

"Like the rest of us, creditors tend to act in their own perceived
best interest. Perhaps that explains why the Bankruptcy Code only
allows creditors compensation by the estate for their work in a
case in narrowly-defined circumstances. But when a creditor's
recovery efforts benefit the estate or the creditors as a body, 11
U.S.C. [Sections] 503(B)(3)(D) and (b)(4) permit the creditor to
be awarded its reasonable attorneys fees and expenses. As long as
the creditor's actions make a substantial contribution to the case
by benefitting the estate and are not solely self-interested,
those expenses that are directly related to the creditor's actions
may be treated as an administrative expense," Judge Nugent said.

A copy of the Court's Dec. 27, 2012 Order is available at
http://is.gd/BpHdWNfrom Leagle.com.

Patrick Norman Barker filed for Chapter 11 bankruptcy (Bankr. D.
Kan. Case No. 10-12926) on Aug. 26, 2010.  Dr. Barker is a general
surgeon and a resident of the Pratt, Kansas area.  When he filed
for bankruptcy, he and his wife (who was not a debtor) owned and
lived on a 3,360-acre ranch in rural Pratt County.  His second
amended plan was confirmed pursuant to an order entered Feb. 2,
2012.


PINDO SAVANNAH: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Pindo Savannah Properties, LLC
        2003 Chatham Center Drive
        Savannah, GA 31405

Bankruptcy Case No.: 12-42464

Chapter 11 Petition Date: December 21, 2012

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  MCCALLAR LAW FIRM
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallar@mccallarlawfirm.com

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

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

The petition was signed by Michael Strum, managing member.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
KR Holdings 1, LLC                 2003 Chatham         $1,855,000
87 East Washington Street          Center Drive
Chagrin Falls, OH 44022            Savannah, GA 31405


PINNACLE AIRLINES: Enters Into Comprehensive Agreements
-------------------------------------------------------
Pinnacle Airlines Corp. on Jan. 3 disclosed that the Company and
its wholly owned subsidiaries have entered into comprehensive
agreements that, among other things, provide a path forward for
the Company to emerge from bankruptcy with a competitive cost
structure and a viable long-term business plan.  Under Pinnacle's
new business plan, the Company will transition its fleet to
operate a fleet of 81 fuel-efficient, two-class regional jets for
Delta Air Lines Inc.

The comprehensive agreements among Pinnacle, Delta, the Air Line
Pilots Association, International (ALPA) and the Official
Committee of Unsecured Creditors (Creditors' Committee) in
Pinnacle's Chapter 11 cases include:

-- An amendment to the Company's existing debtor-in-possession
credit facility, to provide Pinnacle with $30 million of
additional liquidity to support its continued operation through
emergence from Chapter 11 and an additional $22 million to fund
certain required payments to Pinnacle's pilots under a Bridge
Agreement and related employer taxes.  The amendment would also
extend the maturity date for the credit facility from April 1 to
May 15, 2013.

-- Amendments to the existing operating agreements with Delta that
form the basis of the new business plan.  Pinnacle will receive
Delta Connection's next 40 CRJ-900 aircraft awarded, setting
Pinnacle's long-term fleet plan at 81 CRJ-900 aircraft.  The 40
additional CRJ-900 aircraft deliveries are planned to begin in the
fall of 2013 and are expected to be completed by year-end 2014.
Pinnacle's 140 CRJ-200 aircraft will be removed from operation
over the next two to three years.

-- A Bridge Agreement that provides transitional payments,
furlough benefits and specified career opportunities at Delta to
Pinnacle's pilots in conjunction with the recently negotiated
letter of agreement between Pinnacle and ALPA.

-- A letter of agreement to amend Pinnacle's collective bargaining
agreement with the ALPA pilots.  This letter of agreement and the
Bridge Agreement are subject to ratification by the ALPA
membership by Jan. 15, 2013.

-- A restructuring support agreement among Pinnacle, Delta and the
Creditors' Committee setting forth certain principal terms for a
plan of reorganization to emerge from Chapter 11.  The
reorganization plan will provide for Delta or an affiliate to
acquire the equity in the reorganized Pinnacle Airlines Corp.
after it emerges from bankruptcy.  Pinnacle must file a plan of
reorganization acceptable to Delta and the Creditors' Committee by
Feb. 15, 2013.

Pinnacle filed motions with the Bankruptcy Court seeking approval
of the various components of the comprehensive agreements. All of
the components of the comprehensive agreements are interdependent
and are subject, among other things, to Court approval.

"The agreements we have reached represent a significant milestone
in Pinnacle's restructuring and provide a clear and achievable
path toward emergence from Chapter 11," said John Spanjers,
president and CEO of Pinnacle Airlines Corp.  "Pinnacle will be
well positioned to emerge from the bankruptcy process with a
viable business plan that provides meaningful opportunities for
our employees.  We are confident that Delta will continue to be a
strong partner and we look forward to working closely together to
provide outstanding service and operating a safe, reliable
airline.  We also thank our partners, employees and other
stakeholders who have helped us achieve this significant progress
in our reorganization."

Additional information about the comprehensive agreements is
available in the motions filed with the Bankruptcy Court, as well
as in a Form 8-K filed by Pinnacle with the Securities and
Exchange Commission.

                     About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.


PLYMOUTH OIL: Court Extends Plan Filing Deadline to March 20
------------------------------------------------------------
Plymouth Oil Company, LLC sought and obtained an extension until
March 20, 2013, of the deadline to file its Chapter 11 plan and
disclosure statement.  The period for the Debtor to obtain
acceptances of its Plan is extended for 120 days to and including
May 20, 2013.

Founded by local investors, Plymouth Oil Company, LLC started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil.  The plant has the capability of pumping out 90 tons
of corn oil each day and about 300 tons of DCGM (defatted corn
germ meal) daily, which is used for hog, poultry and dairy feed.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., at Brown Winick Graves Gross Baskerville &
Schoenebaum, P.L.C., serves as the Debtor's counsel.  The petition
was signed by David P. Hoffman, president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.


PROVIDERX OF GRAPEVINE: Case Summary & Creditors List
-----------------------------------------------------
Debtor: ProvideRX of Grapevine, LLC
        771 E. Highway 80, Suite 210
        Forney, TX 75126

Bankruptcy Case No.: 12-38039

Chapter 11 Petition Date: December 28, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Kevin S. Wiley, Jr., Esq.
                  LAW OFFICES OF KEVIN S. WILEY JR.
                  2700 Fairmount Street, Suite 120
                  Dallas, TX 75201
                  Tel: (469) 619-5721
                  Fax: (469) 619-5725
                  E-mail: kevinwiley@lkswjr.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txnb12-38039.pdf

The petition was signed by Reef R. Gillum, D.O., chief executive
officer.


PUERTO DEL REY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Puerto del Rey, Inc.
        aka Marina Puerto del Rey
        P.O. Box 1186
        Fajardo, PR 00738
        Tel: (787) 863-8080

Bankruptcy Case No.: 12-10295

Chapter 11 Petition Date: December 28, 2012

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

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A. CURPILL, PSC LAW OFFICE
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@cuprill.com

Scheduled Assets: $99,835,791

Scheduled Liabilities: $44,352,475

The petition was signed by Daniel W. Shelley, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ranger American of PR, Inc.        Security Services      $542,933
P.O. Box 29105
San Juan, PR 00929-0105

Puerto Rico Power Authority        Electric Power         $215,073
P.O. Box 36426                     Services
San Juan, PR 00936-4267

PC Puerto Rico, LLC                Purchase of Fuel        $98,622
P.O. Box 71315
San Juan, PR 00936

Departamento de Hacienda de PR     Estimated Corporate     $45,000

Rivera, Tulla & Ferrer             Legal Services          $42,268

Las Flores Ice Plant               Ice for Sale            $21,776

A.A.A.                             Utilities               $20,359

Eastcoast Mechanical               Maintenance              $6,640

Jose Santiago, Inc.                Food and Beverage        $5,172

Editorial La Regata, Inc.          Advertising and          $3,600
                                   Promotion

Conwaste Consolidated Waste        Waste Disposal           $3,442

Marcas Floor Care, Inc.            Maintenance Materials    $1,671

Neptuno Media                      Wifi Support and         $1,575
                                   Maintenance

Yacht Essentials                   Advertising and          $1,350
                                   Promotion

Mendez & Compa¤ia, Inc.            Food and Beverage        $1,343

Steel and Pipes                    Purchase of Material     $1,173

Exuma Technologies                 Dock Master Support      $1,082

AAA Coffee Break                   Coffee Supplies and      $1,065
                                   Employee

Torcos, Inc.                       Cleaning Materials &       $930
                                   Supplies

Ecolab Manifacturing               Restaurant Maintenance     $805
                                   Supplies


Q2 PROPERTIES: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Q2 Properties, LLC
        7626 NE 4 Court
        Miami, FL 33138-0000

Bankruptcy Case No.: 12-40724

Chapter 11 Petition Date: December 28, 2012

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

Judge: Laurel M. Isicoff

Debtor's Counsel: Scott Alan Orth, Esq.
                  LAW OFFICES OF SCOTT ALAN ORTH, P.A.
                  3880 Sheridan Street
                  Hollywood, FL 33021
                  Tel: (305) 757-3300
                  Fax: (305) 757-0071
                  E-mail: orthlaw@bellsouth.net

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

Estimated Debts: $0 to $50,000

A copy of the Company's list of its 11 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb12-40724.pdf

The petition was signed by Ofer Mizrahi, managing member.

Affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Ofer Mizrahi                          12-27559            07/22/12
Coverings Etc., Inc.                  12-27560            07/22/12
Q Properties, LLC                     11-12129            01/27/11
OM Properties Group, Inc.             11-12974            02/03/11


REDCHIP COMPANIES: Opts to Wind Down China Operations
-----------------------------------------------------
RedChip Companies, Inc., an international small-cap research,
investor relations, and media company, on Jan. 3 disclosed that it
has exited the China small-cap sector and terminated its contracts
with its three Chinese clients.

"We made a decision to close our Beijing office months ago and
wind down our China operations," stated Dave Gentry, President and
CEO of RedChip.  "Wall Street has, for the most part, lost
confidence in the financial reporting of U.S.-listed Chinese
companies.  We are concerned that Big Four accounting firms were
unable to detect financial fraud in companies like Sino-Forest and
Longtop Financial."

Mr. Gentry continued, "When multi-billion dollar funds like
Paulson & Co. and The Carlyle Group, with their unlimited
resources, are unable to detect fraud in their Chinese-based
portfolio companies; when top-tier investment banks like Goldman
Sachs are unable to detect fraud in their Chinese-client
companies; then I think reasonable investors must take a step back
and seriously consider whether the potential rewards outweigh the
downside risks of investing in U.S.-listed Chinese companies.  We
simply are not willing to take the risk."

"If we cannot trust the audit work of firms registered with the
Public Company Accounting Oversight Board ("PCAOB"), which is the
final line of defense against accounting fraud in Chinese
companies listed in the U.S., as has been proven in dozens of
cases over the past two years, and the Chinese regulatory
authorities are not willing to work with the U.S. Securities and
Exchange Commission ("SEC") and the PCAOB in helping uncover fraud
and punish wrong-doers, and apparently they are not, then it is
time for investors to jettison the China sector," stated Mr.
Gentry.

Over 50 Chinese companies have either been delisted or defaulted
off the NASDAQ or NYSE over the last 24 months.

Mr. Gentry also added, "Muddy Waters, GeoInvesting and Alfred
Little have done a great service to investors in uncovering fraud
that the biggest and 'best' accounting firms in several cases did
not uncover.  We should applaud their work."

                  About RedChip Companies, Inc.

RedChip Companies, an Inc. 5000 company, is an international
small-cap research, investor relations, and media company
headquartered in Orlando, Florida; with affiliate offices in San
Francisco, Seoul, Hong Kong and Singapore.


RESIDENTIAL CAPITAL: Creditors Can Challenge 2nd-Lien Collateral
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Residential Capital LLC creditors' committee
received permission from the bankruptcy judge this week to sue
junior secured lenders to establish that more than $1 billion in
assets aren't proper collateral for the $2.1 billion in notes.

The report also says ResCap filed papers for authority to pay
$34.4 million in bonuses to 3,000 workers, including senior
management.

The report notes that the committee didn't prevail entirely on the
request to sue junior lenders because the judge isn't giving
creditors' unfettered ability to settle.  The committee has the
right to settle "in consultation with" ResCap, the mortgage-
servicing subsidiary of Ally Financial Inc.  ResCap can propose a
plan "with consent of the committee" that settles the suit. The
committee's consent may not be "unreasonably withheld," the judge
said in his order.  Other than ResCap, any other creditor can
submit a plan settling the suit so long as the company's exclusive
right to propose a plan has ended.

The committee said a lawsuit "may yield hundreds of millions of
dollars for unsecured creditors."  The judge is requiring the suit
to be filed formally by Feb. 28, unless the junior lenders agree
to defer the suit.

Bloomberg News also reports that in keeping with prior years'
policies, ResCap wants the bankruptcy judge to approve bonuses for
2012. If the judge gives authorization at a Jan. 16 hearing,
bonuses for 2012, to be paid in February, would be 93.6% of 2011
bonuses.  The top executives and managers, numbering about 185,
already were approved to receive incentive or retention bonuses,
depending on their ranks. They too would participate in the 2012
bonus pool of $33.4 million.  The almost 200 top managers' and
executives' bonuses would be 70% of 2011 bonuses.  For executives,
the bonuses would represent 58% of total compensation.  For
recipients of retention bonuses, the 2012 bonuses would be one-
third of annual compensation.  For the remaining 2,800 workers,
the 2012 bonuses would equal 8% of annual compensation.

ResCap's $2.1 billion in third-lien 9.625% secured notes due 2015
last traded on Dec. 21 for 105.25 cents on the dollar, according
to Trace, the bond-price reporting system of the Financial
Industry Regulatory Authority.  The $473.4 million of ResCap
senior unsecured notes due April 2013 last traded on Dec. 26 for
19.642 cents on the dollar, according to Trace.

                     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.

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.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Committee Won't Oppose Ally Reimbursement
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Residential
Capital LLC's case informed the Court that while it does not
oppose the Debtors' request to reimburse Ally Financial, Inc., for
certain payments made to the Debtors' employees, grant AFI an
administrative expense claim for the reimbursement payments, and
grant AFI a limited release, the Committee reserves its rights
with respect to the continuing conflict of interest inherent in
the compensation structure for the Debtors' senior management
caused by Troubled Asset Relief Program.

The Committee also suggests that the Proposed Order should be
revised to:

   (a) explicitly set forth AFI's obligation to pay the Debtors'
       employees in accordance with the Term Sheet;

   (b) clarify that AFI waives any claim -- whether
       administrative or unsecured -- for contribution or
       reimbursement on account of payments made to Qualified
       Debtor Employees for prepetition compensation;

   (c) remove all references to AFI-linked equity in light of the
       determination by the U.S. Department of the Treasury's
       Office of the Special Master for TARP Executive
       Compensation that all postpetition compensation to
       employees covered by the Motion will be comprised of
       deferred cash payments;

   (d) incorporate the clarification requested by the New Jersey
       Carpenters Health Fund, as lead plaintiff in the
       securities class action New Jersey Carpenters Health Fund,
       et al., on Behalf of Themselves and All Others Similarly
       Situated v. Residential Capital, LLC, et al., as the
       Committee agrees that the Proposed Order should be made
       clear, without any doubt, that no third party claims
       against AFI will be released by the Limited Debtor
       Release; and

   (e) provide that payments to AFI from the escrow account will
       not be made upon the effective date of the Chapter 11
       plan, but will remain in escrow and will only be paid to
       AFI if and when they make the required payments; any
       remaining funds in the escrow account after all payments
       are made to AFI should be included in amounts available
       for distributions to unsecured creditors.

                        Debtors Talk Back

The Debtors maintain that the motion for payments to their senior
executives ensures that (i) their senior-most executives will get
paid postpetition compensation in the manner required by the TARP
compensation guidelines, and (ii) those of the Debtors' employees
with outstanding prepetition vested and unvested deferred
compensation will be paid by AFI as such amounts become due.

The Debtors point out that creditors and parties-in-interest have
not objected to the relief sought in the Motion.  Rather, the
filed objection and statements either seek clarifications to the
proposed form of order or seek to reserve a party's right to
address certain issues in the future that are not presently
before the Court for consideration.  The Debtors say they are
prepared to address the creditors' concerns by making certain
modifications to the form of order.

With respect to the potential conflict relating to the
compensation structure, the Debtors say they reached out to the
OSM to request the OSM's approval that they be permitted to
modify the present compensation structure and replace equity
units of AFI issued postpetition with deferred cash.  The OSM
took the matter under advisement, and ultimately, the Debtors'
efforts proved to be successful as the OSM approved the Debtors'
request to de-link its' compensation from the value of AFI equity
units.

                     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.

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.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or   215/945-7000).


RESIDENTIAL CAPITAL: Removal Period Extended to April 9
-------------------------------------------------------
The Bankruptcy Court extended the time for Residential Capital LLC
and its affiliates to file notices of removal of their civil
actions, and thereby remove those civil actions to the appropriate
bankruptcy court, to the later of (a) April 9, 2013, or (b) should
the Court enter an order terminating the automatic stay as to a
particular Civil Action, for that Civil Action, 30 days after the
entry of the order terminating the automatic stay.

                     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.

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.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or   215/945-7000).


RESIDENTIAL CAPITAL: RMBS Trustees Object to Rejection Protocol
---------------------------------------------------------------
The Bank of New York Mellon Trust Company, N.A., Deutsche Bank
Trust Company Americas, Deutsche Bank National Trust Company,
U.S. Bank National Association and Wells Fargo Bank, N.A., solely
in their capacities as trustees or indenture trustees for certain
mortgaged backed securities trusts, object to the proposed
protocol for rejecting executory contracts and unexpired leases.

The RMBS Trustees complain that the retroactive effective dates
in the rejection procedures are overly burdensome to them and are
not justified.  The RMBS Trustees also suggest that rejection
notices should also be served to them and master servicers and
that separate notices should be sent in connection with the
rejection of servicing agreements.

Wells Fargo, as custodian for RMBS trusts, and U.S. Bank, BNY
Mellon and Wells Fargo, as master servicers for RMBS trusts, join
in the objection raised by the RMBS Trustees.

In response to the RMBS Trustees' request, the Debtors agreed to
serve a rejection notice upon the current trustee and master
servicer for the securitization and agreed not to include any
servicing agreement they propose to reject on rejection notices
containing other types of contracts and leases.

With respect to the concern regarding the proposed Rejection
Date of the Rejected Contracts with respect to Servicing
Agreements, the Debtors asserted that a Rejection Date that is
effective as of the date the Debtors file and serve a Rejection
Notice is permitted under the Bankruptcy Code and fair and
reasonable under the circumstances.

                           *     *     *

The Court authorized the Debtors to reject these contracts and
leases effective as of Nov. 30, 2012:

  Counterparty                Description of Contract/Lease
  ------------                -----------------------------
  Frost National Bank         Servicing Agreement June 30, 2000
  PVP Holdings JV, LLC        Lease, dated Dec. 12, 2003

                     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.

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.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or   215/945-7000).


RESIDENTIAL CAPITAL: Parties Argue on Settlement Documents
----------------------------------------------------------
MBIA Insurance Corporation and Financial Guaranty Insurance
Company joined in the request of the Official Committee of
Unsecured Creditors in Residential Capital LLC's case for the
production of 367 documents that were the subject of a claw back
request initiated by Ally Financial, Inc.  MBIA and FGIC argued
about the roles of counsel for AFI and the Debtors, and about the
merits of the RMBS settlement that is now under consideration
before the Court.

The Debtors subsequently clarified that AFI agreed to shorten the
requested list of documents from 367 to 109 documents.  The
Committee informed the Debtors that it does not dispute the
validity of the privilege assertion with respect to 103
documents, thus the claw back dispute now involves only six
documents.

With regards to the claw back request, the Debtors and AFI
separately told the Court that parties to confidentiality
agreements, such as the Committee, MBIA and FGIC have immediate
and automatic obligations to return or destroy the documents
identified in the claw back request regardless of their views
about the merits of that request.

With respect to the counsel for AFI and the Debtors, Tim Devine,
AFI's chief litigation counsel, the Debtors argued that MBIA and
FGIC were wrong in concluding that Mr. Devine acted as an
attorney on the Debtors' behalf in connection with the analysis
and negotiation of the proposed RMBS settlement agreement.  The
Debtors explained that Mr. Devine provided legal advice directly
to them in connection with litigation involving third parties.
Residential Capital, LLC's own legal department worked with in-
house litigation lawyers from their parent company on RMBS
litigation matters.

With respect to the proposed RMBS settlement, the Debtors argued
that contrary to the objecting parties' contentions, the proposed
settlement is a product of negotiations among the Debtors, AFI
and the institutional investors that successfully reduced the
investors' initial demands of $11 to $13 billion to $8.7 billion
allowed claim.  This, the Debtors added, was made possible
because of AFI's $1.05 billion contribution in exchange for a
plan offering releases, including third-party releases, in favor
of AFI.  The Debtors also clarified that the RMBS settlement is
not conditioned upon approval of any plan of reorganization.
Hence, the Court may approve the proposed settlement without
approving a plan or without approving third-party releases in
favor of AFI.

                Disputes re Document Discovery

AFI asked the Court in a letter to deny the Committee's request
for hundreds of privileged documents because the discovery issues
were not previously addressed in conferences between the parties
and threatened to delay depositions.  AFI said the Committee's
discovery efforts are going too far.

                     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.

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.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

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).


ROY HARRIS: Ind. Appeals Court Rules in Medical Malpractice Case
----------------------------------------------------------------
Roy L. Harris and Anita K. Harris brought a claim for medical
malpractice against Dr. Francis McDonnell, Dr. Peter Stevenson,
and Deaconess Hospital.  Stacy Wissel, the trustee of the
bankruptcy estate of the Harrises, was later substituted as the
named plaintiff for purposes of pursuing the claims against the
defendants.  The Vanderburgh Superior Court found in favor of the
Harrises with regard to their claim against Dr. McDonnell but in
favor of Stevenson and Deaconess with regard to the claim against
them.  Dr. McDonnell appeals and presents six issues for the
appeals court's consideration:

     I. Whether the trial court applied an incorrect legal
        standard and placed the burden of proof on Dr. McDonnell;

    II. Whether the trial court's judgment is clearly erroneous in
        that it is unsupported by findings that Dr. McDonnell's
        failure to meet the applicable standard of care was the
        proximate cause of Anita's injuries;

   III. Whether the trial court's judgment is clearly erroneous in
        that it is unsupported by findings to support the trial
        court's award of damages;

    IV. Whether the trial court abused its discretion in awarding
        pre-judgment interest.

In a Dec. 31 Memorandum Decision, a three-judge panel of the Court
of Appeals of Indiana disagreed with Dr. McDonnell's claim that
the trial court applied an improper burden of proof.  The appeals
court further disagreed with his claim that the trial court's
finding of damages was improper.  However, the appeals court
agreed with Dr. McDonnell that an award of prejudgment interest
was improper under the facts and circumstances of the case.  The
appeals court, therefore, affirmed the trial court with regard to
its findings of liability and damages, but reversed the trial
court's award of prejudgment interest and remand with instructions
that the trial court modify its judgment to eliminate the award of
prejudgment interest.

The appellate case is, FRANCIS McDONNELL, M.D., Appellant-
Defendant, v. STACY WISSEL, AS TRUSTEE OF THE BANKRUPTCY ESTATE OF
ROY L. HARRIS AND ANITA K. HARRIS, Appellee-Plaintiff, No. 82A04-
1202-CT-56 (Ind. App. Ct.).  A copy of the appeals court's Dec. 31
Memorandum Decision is available at http://is.gd/9ANtSGfrom
Leagle.com.

The Harrises filed for Chapter 11 bankruptcy relief on May 14,
2003.


RTH PROPERTIES: Case Summary & Unsecured Creditor
-------------------------------------------------
Debtor: RTH Properties, LLC
        6320 Highway 10 NW
        Anoka, MN 55303

Bankruptcy Case No.: 12-47171

Chapter 11 Petition Date: December 26, 2012

Court: U.S. Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Dennis D. O'Brien

Debtor's Counsel: Joseph W. Dicker, Esq.
                  JOSEPH W. DICKER, P.A.
                  1406 West Lake Street, Suite 208
                  Minneapolis, MN 55408
                  Tel: (612) 827-5941
                  Fax: (612) 822-1873
                  E-mail: joe@joedickerlaw.com

Scheduled Assets: $1,100,255

Scheduled Liabilities: $959,203

The petition was signed by Rob Hoeykens, chief manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
All-Brite Graphics, LLC               12-46815            12/03/12

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Jay Benzinger                      Trade Debt             $233,240
12035 Trail Haven Lane
Rogers, MN 55374


SAGAMORE PARTNERS: Failure to Give Proper Notice Costs $8-Mil.
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that failure to give proper notice of default cost a
mortgage lender about $8 million and the ability to block approval
of a bankruptcy reorganization plan.

According to the report, the owner of the Sagamore Hotel in the
South Beach section of Miami prevailed over objections from the
mortgage lender and persuaded the bankruptcy judge in Miami to
sign a confirmation order on Dec. 26 approving the Chapter 11
reorganization plan.

The lender conceded the property is worth more than the mortgage
debt.  The pivotal dispute involved the lender's entitlement to
$5.2 million in interest at the default rate and $2.7 million in
attorneys' fees.

According to the report, U.S. Bankruptcy Judge A. Jay Cristol
ruled in his 45-page opinion that the lender was only entitled to
interest at the lower contract or non-default rate because a
proper notice of default was never given.  The lack of a proper
notice of default also barred the lender from recovering
attorneys' fees, Judge Cristol said.  Judge Cristol's opinion
rebuffed multiple other objections by the lender.  Unsecured
creditors voted in favor of the plan, allowing the use of cramdown
to confirm the reorganization over the lender's "no" vote.  The
reinstated loan will mature in March 2016.  The lender will be
paid interest arrears at the contract rate when the plan is
implemented.

                     About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  In its latest schedules, the Debtor disclosed $67,963,210
in assets and $52,060,862 in liabilities.  The petition was signed
by Martin W. Taplin, president of Miami Beach Vacation Resorts,
Inc., manager of Sagamore GP, LLC, general partner.

In July 2012, Bankruptcy Judge A. Jay Cristol denied approval of
the disclosure statement explaining the Debtor's Plan of
Reorganization.  Pursuant to the Plan, the Debtor proposes to
reinstate the maturity date of its loan with JPMCC 2006-LDP7 Miami
Beach Lodging, with interest from the Effective Date of the Plan
at the loan's non-default interest rate; and cure monetary
defaults under the Loan by paying the Secured Lender unpaid
interest which has accrued on the Loan at the Interest Rate, but
not interest which has accrued on the Loan at the Default Rate.

According to Judge Cristol, to cure the Loan, the Debtor must
provide for the payment of all amounts due the Secured Lender
under the Loan Documents, including default interest. Absent such
payment, the Debtor may not treat the Secured Lender's claim as
unimpaired under the Plan.  Because, as presently structured, the
Plan does not provide for the payment of default interest to the
Secured Lender, the Plan is facially unconfirmable over the
objection of the Secured Lender and approval of the Disclosure
Statement is denied.

The U.S. Trustee has not appointed an official committee in the
case.


SEAWORLD ENTERTAINMENT: IPO Filing No Impact on Moody's 'B1' CFR
----------------------------------------------------------------
Moody's Investors Service said SeaWorld Entertainment, Inc.'s
(SeaWorld) Form S-1 filing on December 27, 2012 for a proposed
initial public stock offering is credit positive for its rated
subsidiary SeaWorld Parks & Entertainment, Inc. (SeaWorld Parks),
but does not immediately affect SeaWorld Parks' B1 Corporate
Family Rating (CFR) or stable rating outlook pending an evaluation
of the structure of any transaction and the financial policies
following an IPO.

SeaWorld Parks' ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside SeaWorld Parks' core
industry and believes SeaWorld Parks' ratings are comparable to
those of other issuers with similar credit risk. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

SeaWorld Parks, headquartered in Orlando, Florida, owns and
operates ten amusement parks located in the U.S. Properties
include SeaWorld (Orlando, San Diego and San Antonio), Busch
Gardens (Tampa and Williamsburg) and Sesame Place (Langhorne, PA).
The Blackstone Group (Blackstone) acquired SeaWorld Parks in
December 2009 in a $2.4 billion (including fees) leveraged buyout.
SeaWorld Parks' LTM 9/30/12 revenue was approximately $1.4
billion.


SINO-FOREST CORP: Settles Class Action Over Ernst & Young Audits
----------------------------------------------------------------
Sino-Forest Corporation on Dec. 28 issued a Notice of Proposed
Settlement with Ernst & Young LLP.

TO: Everyone, including non-Canadians, who acquired Sino-Forest
Corporation securities (including shares and/or notes) in the
primary or secondary market in any jurisdiction between March 31,
2006 and August 26, 2011 and to everyone, including non-Canadians,
who has, had, could have had or may have a claim of any kind
against Ernst & Young LLP, Ernst & Young Global Limited or any of
its member firms and any person or entity affiliated or connected
thereto, in relation to Sino-Forest, Ernst & Young's audits of
Sino-Forest's financial statements and any other work performed by
Ernst & Young related to Sino-Forest.

Background of Sino-Forest Class Action and CCAA Proceeding

In June and July of 2011, class actions were commenced in the
Ontario Superior Court of Justice and the Quebec Superior Court by
certain plaintiffs against Sino-Forest, its senior officers and
directors, its underwriters, a consulting company, and its
auditors, including Ernst & Young.  In January 2012, a proposed
class action was commenced against Sino-Forest and other
defendants in the Southern District of New York.  The actions
alleged that the public filings of Sino-Forest contained false and
misleading statements about Sino-Forest's assets, business, and
transactions.

Since that time, the litigation has been vigorously contested.  On
March 30, 2012, Sino-Forest obtained creditor protection under the
Companies' Creditors Arrangement Act, within which proceeding the
Ontario Superior Court ordered a stay of proceedings against the
company and other parties, including Ernst & Young.  Orders and
other materials relevant to the CCAA Proceeding can be found at
the CCAA Monitor's website at
http://cfcanada.fticonsulting.com/sfc/(the "Monitor's Website").

On December 10, 2012, a Plan of Arrangement was approved by the
court in the CCAA Proceeding.  As part of this Plan of
Arrangement, the court approved a framework by which the
Plaintiffs may enter into settlement agreements with any of the
third-party defendants to the Proceedings. The Plan expressly
contemplates the Ernst & Young Settlement (as defined in the
Plan), approval of which is now sought.

Who Acts For the E&Y Settlement Class

Koskie Minsky LLP, Siskinds LLP, and Siskinds Desmeules, sencrl
represent the E&Y Settlement Class in the Proceedings.  If you
want to be represented by another lawyer, you may hire one to
appear in court for you at your own expense.

You will not have to directly pay any fees and expenses to Class
Counsel.  However, if this action succeeds or there is a monetary
settlement, Class Counsel will seek to have their fees and
expenses paid from any money obtained for the class or paid
separately by the defendants.

                      About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption.  The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


SOUTH LAKES DAIRY: Atkinson Andelson Okayed as Litigation Counsel
-----------------------------------------------------------------
The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the
Eastern District of California authorized South Lakes Dairy Farm
to employ Atkinson, Andelson, Loya, Rudd & Romo, as its employment
litigation attorneys and special counsel.

According to the Troubled Company Reporter on Oct. 30, 2012,
Howard Sagaser is the primary attorney working on the Debtor's
case.  Mr. Sagaser has been acting as the Debtor's employment
litigation attorney since February 2012, and is familiar with the
pending litigation filed with the Agricultural Labor Relations
Board (ALRB) by United food and Commercial workers Union, Local 5
and some of the Debtor's former employees.

Mr. Sagaser will render general representation of the Debtor in
the litigation.  Mr. Sagaser's hourly rate is $325.

Atkinson Andelson was owed $13,265 on the Petition Date and waived
its claim as a condition for employment.

To the best of the Debtor's knowledge, Atkinson Andelson holds no
interest adverse to the Debtor or its estate in any of the matters
upon which it is to be engaged.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Official Committee of Unsecured Creditors tapped
Blakeley & Blakeley LLP as its counsel.


SOUTHERN MODULAR: Seeks to Dismiss Involuntary Chapter 11
---------------------------------------------------------
Southern Modular Industries of Texas, LP filed a motion in
Bankruptcy Court seeking dismissal of the involuntary Chapter 11
case filed against it.

The Involuntary Petition should be dismissed pursuant 11 U.S.C.
Sec. 305(a) and/or 11 U.S.C. Sec. 1112(b), the Company said,
saying that all of its assets were secured by a first lien held by
Beach Business Bank, Costa Mesa, California, in the amount of
$1,250,000.  With no employees, assets, and/or business
operations, conversion to Chapter 7 would be inappropriate, the
Company said.  Southern Modular also said it has no plan(s) and/or
means to reinitiate business operations.

"It is in the best interests of Southern Modular and its creditors
to dismiss the case since there is no business to reorganize, and
a Chapter 7 trustee would not have anything to distribute to the
unsecured creditors and the administration would cause the estate
to incur additional administrative expenses it cannot pay," the
Company said in its filing.

Crawford Electric Supply, American Builders & Contractors Supply
Co. Inc., and Southwest Texas Distribution Inc. signed a Chapter
11 bankruptcy petition to place Southern Modular Industries of
Texas, LP, into involuntary bankruptcy (Bankr. S.D. Tex. Case No.
12-37798) on Oct. 22, 2012 in Houston.  On Oct. 29, 2012, Chief
U.S. Bankruptcy Judge Jeff Bohm signed an order approving the
transfer of the bankruptcy case to Bankruptcy Judge Letitia Z.
Paul.


STEVE ZAPPETINI: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Steve Zappetini & Son, Inc.
        1112 Second Street
        San Rafael, CA 94901

Bankruptcy Case No.: 12-33618

Chapter 11 Petition Date: December 30, 2012

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

Judge: Dennis Montali

Debtor's Counsel: Sarah M. Stuppi, Esq.
                  LAW OFFICES OF STUPPI AND STUPPI
                  1630 North Main St. #332
                  Walnut Creek, CA 94596
                  Tel: (415) 786-4365
                  E-mail: sarah@stuppilaw.com

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

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

A copy of the Company's list of its 18 largest unsecured creditors
is available for free at http://bankrupt.com/misc/canb12-33618.pdf

The petition was signed by David Zappetini, officer.


THOMAS G. DRAUSCHAK: Sovereign Bank Allowed to Foreclose
--------------------------------------------------------
Bankruptcy Judge Bruce Fox terminated, pursuant to 11 U.S.C. Sec.
362(d), the automatic stay in the Chapter 11 case of Thomas G.
Drauschak, Jr., to permit Sovereign Bank (or its assignee) to
exercise its state law rights to foreclose upon and recover
possession of the real property located at 1411-1451 Prizer Road,
Pottstown, Pennsylvania; and enforce the parties' stipulation,
entered into in state court C.A. 2010-11279-TT in November 2010,
regarding Sovereign's right to inspect its collateral.  The
bankruptcy stay is also terminated to permit the Debtor to
prosecute his appeal from the stipulated judgment in foreclosure
entered into in state court C.A. No. 2010-02270-CO.  A copy of the
Court's Dec. 28, 2012 Order is available at http://is.gd/picFcz
from Leagle.com.

Thomas G. Drauschak, Jr., filed for Chapter 11 bankruptcy (Bankr.
E.D. Pa. Case No. 12-17697) on Aug. 14, 2012.


TIMOTHY RAY WRIGHT: Wins Dismissal of Bank's Deficiency Claim
-------------------------------------------------------------
Bankruptcy Judge Sarah Sharer Curley disallowed MidFirst Bank's
deficiency claim of "at least $447,121" against Timothy Ray
Wright.  The Court held that, as a result of a settlement of all
claims in Mr. Wright's adversary proceeding against the bank,
MidFirst is now barred by res judicata from asserting the claim.

MidFirst, a Federally Chartered Savings Association, is listed as
a secured creditor concerning several parcels of the Debtor's real
estate.  On June 15, 2007, MidFirst provided a loan of $1,400,000
to refinance the obligations on the Debtor's property located at
5195 E. Camelback Road, Phoenix, Arizona, which loan was secured
by a deed of trust on the Camelback Property.  At the time of
filing, the Debtor estimated the Camelback Property had a value of
$760,000, with an estimated unsecured deficiency claim of
$686,600. According to the parties, the amount due to the secured
creditor on the petition date was $1,447,121.

On July 18, 2007, the Debtor purchased property located at 6988 E.
Paradise Ranch Road, Paradise Valley, AZ, and MidFirst provided a
$1,547,000 loan for the purchase of the Property.  The Paradise
Ranch Property loan was secured by a deed of trust on the
Properties.  At the time of filing, the value of the Paradise
Ranch Property was $975,000 with an estimated secured unsecured
deficiency claim of $643,944.  The parties have agreed that the
amount due on the petition date was $1,629,742.

MidFirst had objected to the Debtor's use of cash collateral.
MidFirst also sought relief from the automatic stay to pursue its
rights and remedies under Arizona law as to both Properties,
citing the Debtor's prepetition defaults under the loan documents.

On March 24, 2010, MidFirst uploaded an "Agreed Order" granting
relief from the stay.  The proposed order granted the Stay Relief
Motion in all respects.

MidFirst filed its original proof of claim on April 28, 2010.  The
claim listed a claim amount of "at least $3,076,863."  Both the
Camelback Property and Paradise Valley Property were sold at a
trustee's sale on April 30, 2010.  Pursuant to A.R.S. Sec. 33-
814(West 2012), MidFirst had 90 days to bring a deficiency action.
According to MidFirst, the anti-deficiency statute was satisfied
when it filed its original proof of claim on April 28, 2010.
MidFirst filed the Amended Claim on Aug. 22, 2011 -- more than a
year after the trustee's sales.

On April 9, 2010, the Debtor filed his Plan of Reorganization.
Under definitions concerning what a secured creditor could recover
after a vacatur of the automatic stay, the Debtor stated that a
secured creditor could recover a "deficiency claim" "subject to
applicable state law."  Thus, the Debtor contemplated that a
secured creditor would have the ability to pursue a deficiency
claim against him, provided that Arizona state law accorded such a
right.

On May 26, 2010, the Court conducted a hearing on the disclosure
statement concerning this Plan.  On June 4, 2010, the Debtor filed
a red-lined version of the Disclosure Statement focusing on the
secured creditor classes.  In this version, the Debtor stated that
the secured creditors would be able to foreclose, at some point,
upon their collateral "... subject to any potential deficiency
claims, if any, which shall be controlled by Arizona law and the
terms of the loan documents and which shall, if and when
established, be deemed Class 3.A. General Unsecured Claims."

MidFirst was specifically listed in the classes of unsecured
creditors, with the ability to pursue a deficiency claim, if the
creditor had such a right under Arizona law.

Under the Disclosure Statement, the Debtor added a new section
focusing on deficiency issues and whether the Plan was a "Superior
Outcome to Foreclosure." The Debtor discussed various provisions
of Arizona law, asserting that most of his properties were 2-1/2
acres or less, single one-family or single two-family dwellings,
for which no deficiency could be recovered.  If the secured
creditor were entitled to a deficiency claim, the Debtor did not
necessarily require a proof of claim as the basis to set forth the
deficiency, but did state that such a creditor did need to pursue
its rights and remedies under Arizona law within the requisite
constraints.

Because the Debtor believed that most secured creditors did not
have a right to deficiency claims, and because the Plan proposed
payments to secured creditors on the unsecured portion of their
claims, the Debtor considered the Plan a "Superior Outcome" to
what the secured creditors would receive if they foreclosed.  The
Debtor stated that most, if not all, of the loans were
"functionally nonrecourse" if the stay were vacated.

A hearing was held on the Disclosure Statement on June 10, 2010.

On July 20, 2010, the Debtor filed the Adversary Proceeding
against MidFirst to recover prepetition rents on certain
properties for the benefit of the bankruptcy estate.  The Debtor
stated he was the former owner of the Camelback Property, having
transferred it to another party around April 20, 2010.  The
Complaint states that a nonjudicial foreclosure sale of the
Camelback Property occurred on April 30, 2010, with MidFirst being
the highest bidder by way of a $1,000,000 credit bid creating a
potential substantial deficiency.

On Sept. 9, 2010, MidFirst filed a Motion to Dismiss the
Complaint.  MidFirst referred to the Stay Relief Motion, which had
already been filed.  MidFirst stated that after "extensive
negotiation," the Debtor had entered into a stipulation vacating
the stay.  The hearings on the Motion to Dismiss were continued,
from time to time, as a result of the Debtor's amending his
Complaint and, later, the parties desire to resolve all issues
between them.

On May 9, 2011, the parties filed a Joint Motion for Approval of
Compromise, stating that all pending claims in the Adversary
Proceeding had been resolved.  The Motion stated that "[T]he
Adversary Proceeding and all claims brought in connection
therewith shall be dismissed with prejudice following the entry of
the Agreed Order within five days of the approval of the Agreed
Order."  The Motion provided that the Stay Relief Order between
the parties would remain "effective and undisturbed."  The Joint
Motion setting forth the settlement was approved by Court order on
June 8, 2011.  On July 6, 2011, MidFirst filed a Motion to Compel
the Debtor to comply with the settlement, but the Motion was
quickly resolved.

According to Judge Curley, "The Court must determine whether the
Debtor's Objection to MidFirst's proof of claim should be
sustained. For the reasons stated hereinafter, the answer is yes.
This decision is predicated on a thorough analysis of the record,
the facts, and the law, and not any pixie dust supplied by the
Debtor and his counsel.  Ultimately, this is a cautionary tale
woven from wealth and its loss, a proof of claim that was lost in
the paperwork, and hazy memories of years past."

A copy of the Court's Dec. 28 Memordandum Decision is available at
http://is.gd/jBpudSfrom Leagle.com.

                     About Timothy Ray Wright

Phoenix, Arizona-based Timothy Ray Wright, a real estate investor,
filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case
No. 09-32244) on Dec. 14, 2009.  Howard C. Meyers, Esq., at Burch
& Cracchiolo, P.A., represented the Debtor.  He estimated assets
and debts at $10 million to $50 million.

When he filed for bankruptcy, Mr. Wright owned over 240 units of
rental housing on 160 separate parcels of real property.  On the
schedules filed with the Court, he listed real estate assets
having an aggregate value of $36,391,900, with liens encumbering
the assets in the aggregate amount of $43,219,529.  He listed
personal property assets with an estimated value of $1,086,588,
and general unsecured claims in the amount of $214,217.


TRIBUNE CO: Proposes to Use Amended Caption in Chap. 11 Cases
-------------------------------------------------------------
Tribune Co. and its affiliated debtors filed a motion seeking
court approval to use an amended caption in their Chapter 11
cases.

The Debtors made the request to reflect the consummation of
certain restructuring transactions contemplated by the Chapter 11
plan of reorganization jointly filed by Tribune, its new owners
and the committee of unsecured creditors.

Tribune began implementing those transactions following the
confirmation of its restructuring plan.  The transactions have
been largely consummated, "resulting in the 110 debtor entities
becoming 52 post-transaction entities," according to court
papers.

In its motion, Tribune proposed this new caption:

                  UNITED STATES BANKRUPTCY COURT
                   FOR THE DISTRICT OF DELAWARE

                                  |
  In re:                          |  Chapter 11
  TRIBUNE COMPANY, et al.         |  Case No. 08-13141 (KJC)
                                  |
                      Debtors.    |  Jointly Administered
                                  |
  ---------------------------------

The use of the amended caption is necessary to reflect the
current corporate name and tax identification number of Tribune
and its affiliated debtors, and their successors-in-interest.  It
is entirely procedural and will not prejudice creditors, the
company said.

A court hearing is scheduled for January 16.  Objections are due
by January 9.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRIBUNE CO: Proposes to Settle Universal City Studios Claims
------------------------------------------------------------
Tribune Co. asked the U.S. Bankruptcy Court for the District of
Delaware to approve a settlement of claims with Universal City
Studios Productions, LLP, and four other claimants.

The claimants seek to recover a total of $15,321,587 from their
program license agreements with the company.  Aside from
Universal City, the other claimants are NBC Studios LLC, NBC
News, NBC Subsidiary WTVJ-TV LP, and Universal Worldwide
Television Inc.

Under the proposed deal, both sides agreed to reduce the total
amount of claim to $12,622,813.  The claims will be paid in
accordance with the provisions governing the payment of general
unsecured claims under Tribune's restructuring plan.

The deal is formalized in an eight-page agreement, which can be
accessed for free at http://is.gd/YuHCcp

A court hearing is scheduled for January 16.  Objections are due
by January 9.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRIBUNE CO: Replacing Committee as Plaintiffs in 174 Suits
----------------------------------------------------------
Tribune Co. and its affiliated debtors seek a court order
authorizing the reorganized companies to substitute the committee
of unsecured creditors as plaintiffs in 174 lawsuits.

The lawsuits were filed by the Creditors' Committee against
Tribune officers, directors, employees and third-party
defendants.

Of the 174 cases filed, 156 seek avoidance and recovery of
"ordinary litigation claims" which will be owned in full by the
reorganized companies following the effective date of their
Chapter 11 plan.  The lawsuits are listed at http://is.gd/RVLVjV

Meanwhile, the 18 other cases assert both ordinary litigation
claims and causes of action.  Tribune clarified that it seeks
relief only with respect to the ordinary litigation claims
asserted in the 18 lawsuits and does not seek relief with respect
to the causes of action that will be transferred to the
litigation trust.  The lawsuits are listed at http://is.gd/7PG1sd

Under Tribune's Chapter 11 plan of reorganization, the committee
will no longer have authority to act in its prior role as
plaintiff in the lawsuits as of the effective date of the plan.

A court hearing is scheduled for January 16.  Objections are due
by January 9.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRIBUNE CO: Has $39.5-Mil. Profit for Oct. 22 to Nov. 18 Period
---------------------------------------------------------------
Tribune Company, et al., posted a $39.474 million net income for
the period October 22 to November 18, 2012.  Revenues for the
period totaled $256.267 million while operating expenses totaled
$205.725 million.

As of November 18, 2012, the Debtors had consolidated current
assets totaling $2,658,765,000, and consolidated current
liabilities totaling $581,462,000.  The Debtors had total assets
of $9,785,484,000, total liabilities of $1,318,612,000 and total
liabilities subject to compromise of $16,522,806,000, and
($8,055,934,000) in shareholders' deficit.

Disbursements for the operating period totaled $202,144,000,
which consisted of $70,419,000 in compensation and benefits,
$123,809,000 in general disbursements, and $7,916,000 in
reorganization-related disbursements.

For the operating period, $9,512,646 was paid to Chapter 11
professionals.  The amount paid to the Chapter 11 professionals
since the bankruptcy filing totaled $297,725,819.

A full-text copy of the November 2012 Operating Report is
available at http://bankrupt.com/misc/tribunemornov2012.pdf

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


US POSTAL: Postmaster Balks at Lack of Action on Financial Woes
---------------------------------------------------------------
U.S. Postal Service Postmaster General Patrick Donahoe on Jan. 3
said in a statement "The 112th Congress adjourned without having
passed postal legislation.  Such legislation could quickly restore
the Postal Service to profitability and put the organization on a
stable, long-term financial footing.  This lack of action is
disappointing.

The Postal Service has worked closely with the Congress over the
past two years to advance a framework for a viable business model
that will allow us to quickly respond to the evolving needs of our
customers.  As a result of frequent communication with
Congressional leaders, we have modified important parts of our
five-year comprehensive business plan, including the pace of
consolidation of mail processing facilities, to give Congress
maximum flexibility to make needed legislative changes.
Unfortunately, Congress has not enacted these changes.  As we
sought to provide solutions to enable legislative change, we
pursued cost-reducing and revenue-generating activities.  Over the
past two years we have reduced head count by approximately 60,000
career employees.  We have consolidated 70 of our mail processing
facilities.  We moved to reduce hours at many of our Post Offices.
We also have worked to substantially increase our package volume
along with introducing a same-day delivery service.

As we look to the coming year, we are on an unsustainable
financial path.  We are currently losing $25 million per day, we
have defaulted on $11.1 billion in Treasury payments and exhausted
our borrowing authority.  The Postal Service should not have to do
business this way, which has undermined the confidence of our
customer base and the $800 billion mailing industry we serve.  We
will be discussing with our Board of Governors a range of
accelerated cost cutting and revenue generating measures designed
to provide us some financial breathing room.

We encourage the new 113th Congress to make postal reform an
urgent priority, and to work steadily toward the quick passage of
reform legislation.  We will continue to work with leaders of our
House and Senate oversight committees and all members of Congress
to help make this happen."

A self-supporting government enterprise, the U.S. Postal Service
is the only delivery service that reaches every address in the
nation -- 151 million residences, businesses and Post Office(TM)
Boxes.  The Postal Service(TM) receives no tax dollars for
operating expenses, and relies on the sale of postage, products
and services to fund its operations.  With 32,000 retail locations
and the most frequently visited website in the federal government,
usps.com, the Postal Service has annual revenue of more than $65
billion and delivers nearly 40 percent of the world's mail. If it
were a private sector company, the U.S. Postal Service would rank
35th in the 2011 Fortune 500.  In 2011, Oxford Strategic
Consulting ranked the U.S. Postal Service number one in overall
service performance of the posts in the top 20 wealthiest nations
in the world.  Black Enterprise and Hispanic Business magazines
ranked the Postal Service as a leader in workforce diversity.  The
Postal Service has been named the Most Trusted Government Agency
for six years and the sixth Most Trusted Business in the nation by
the Ponemon Institute.


USI INC: S&P Assigns 'CCC' Rating on $630MM Sr. Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
debt and '3' recovery ratings (indicating our expectation for
meaningful [50%-70%] recovery of principal in the event of
a default) to USI Inc.'s (B-/Stable/--) senior-secured facilities
consisting of a $1.025 billion term loan due 2019 and $150 million
revolving credit facility (undrawn at closing) due 2017.  S&P also
assigned 'CCC' debt and '6' recovery ratings (indicating our
expectation for negligible [0%-10%] recovery of principal in the
event of a default) to the company's $630 million senior unsecured
notes due 2021.

S&P assigned these final ratings following USI Inc.'s announcement
that it has closed and funded the transaction for its senior-
secured credit facilities and senior notes issuance, and S&P
received final documentation. USI Inc. issued this debt in
conjunction with its $2.3 billion leveraged buyout by Onex Corp.
Prior to this, the ratings on these facilities were preliminary.

At the same time, S&P is withdrawing the counterparty credit
rating on USI Holdings Corp. -- the issuer of debt before the
refinancing -- as this debt has been repaid.

RATINGS LIST

USI Inc.

Counterparty Credit Rating               B-/Stable/--

New Rating

USI Inc.
$1.025 Bil. Term Loan Due 2019           B-
  Recovery Rating                         3

$150 Mil. Revolver Due 2017              B-
  Recovery Rating                         3

$630 Mil. Sr. Unsec. Notes Due 2021      CCC
  Recovery Rating                         6

Ratings Withdrawn                  To           From

USI Holdings Corp.
Counterparty Credit Rating        NR           B-/Stable/--


VAIL LAKE: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: Vail Lake Rancho California, LLC
                7824 Exchange Place
                La Jolla, CA 92038

Bankruptcy Case No.: 12-16684

Involuntary Chapter 11 Petition Date: December 26, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Thomas Tahara                      Note                   $471,250
P.O. Box 1674
Solana Beach, CA 92075

Wayne Gregory                      Services                $48,000
825-A8 South Waukegan Road
Waukegan, IL 60045

Richard Crowell                    Services                $24,000
427 Fern Leaf Way
Corona del Mar, CA 92625


VALENCE TECHNOLOGY: Needs Time to Find Exit Loan
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Valence Technology Inc. is unable to propose a
reorganization plan because it's still looking for a loan to
finance an exit from Chapter 11.  To retain the exclusive right to
propose a plan, the company arranged a hearing Jan. 4 in U.S.
Bankruptcy Court in Austin, Texas, for a three-month extension of
so-called exclusivity until April 8.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4% of the shares.  ClearBridge Advisors, LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VASIC PROPERTIES: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: Vasic Properties LLC
        2004 University Avenue
        San Diego, CA 92104

Bankruptcy Case No.: 12-16669

Chapter 11 Petition Date: December 26, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Richard Dwyer, Esq.
                  LAW OFFICE OF RICHARD DWYER
                  18101 Von Karman Avenue, Suite 330
                  Irvine, CA 92612
                  Tel: (747) 224-7956
                  E-mail: attorneyricharddwyer@gmail.com

Scheduled Assets: $2,300,000

Scheduled Liabilities: $1,450,000

The petition was signed by Alma Vasic, president.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Commercial Bank                    --                     $250,000
678 Third Avenue, #101
Chula Vista, CA 91910


VERTIS HOLDINGS: GE Capital DIP Facility Extended to Jan. 31
------------------------------------------------------------
Judge Christopher Sontchi has approved an amendment to the $150
million DIP Credit Facility of Vertis Holdings Inc., specifically
extending the maturity date of the DIP loan to Jan. 31, 2013.  In
connection with the amendment, the Vertis is authorized to pay GE
Capital Corporation $375,000 as extension fee.

Judge Christopher Sontchi previously approved, on a final basis,
the Debtor's $150 million DIP loan and the use of cash collateral
from GECC.

The loan includes a $20 million letter of credit subfacility and a
$25 million swing line subfacility.  GE Capital Markets Inc. is
the lead arranger and bookrunner.

According to The Deal, the DIP loan is priced at Libor plus 475
basis points or an index rate plus 375 basis points.  If the
Debtor defaulted on the DIP loan, the interest rate would increase
by 200 basis points.  The index rate is the highest of prime, 100
basis points over the federal funds rate and 100 basis points over
three-month Libor.

The report says the postpetition loan matures on the earliest of
Dec. 3, the closing of a sale of Vertis' assets or confirmation
of a Chapter 11 plan.  The DIP loan will repay the amount
outstanding on the Debtor's prepetition revolver.  The Debtor owed
$68.6 million on a prepetition revolver led by GE Capital, which
matures Nov. 19, 2014.

The report adds the DIP loan carries a 1.75% closing fee, a 4.75%
letter of credit fee and a 0.5% unused facility fee.  If the
Debtor wanted to extend the maturity date of the loan, it would
pay a 0.05% fee on the first extension, a 0.1% fee for the second
extension and a 0.15% fee for a third extension.  The loan has a
$1.5 million carve-out for professional fees.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


VITRO SAB: Bondholders Begin Assault on U.S. Unit
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a Vitro SAB subsidiary is the latest target of
efforts by bondholders to recover on $1.2 billion in defaulted
bonds issued by the Mexican glassmaker.  The bondholders said
subsidiary Vitro Packaging de Mexico SAB should be denied further
protection from U.S. courts.

According to a court filing on Dec. 20 in U.S. Bankruptcy Court in
Dallas, Vitro Packaging may hold more than $100 million in assets
in the U.S. that could be applied toward payment of the defaulted
bonds.  Bondholders' latest initiative is an offshoot from an
opinion at the end of November issued by the U.S. Court of Appeals
in New Orleans.  The appeals court upheld U.S. Bankruptcy Judge
Harlin "Cooter" Hale in Dallas and ruled that the Vitro parent's
Mexican reorganization wasn't worthy of enforcement in the U.S.
The plan was defective because it erased the guarantees of Vitro
subsidiaries on the bonds even though they weren't in bankruptcy
themselves.

The report recounts that Vitro Packaging filed reorganization
proceedings in Mexico followed by a Chapter 15 bankruptcy in
Dallas where the U.S. court afforded protection in November 2011,
finding that Mexico is home to the primary bankruptcy of the
subsidiary.  The bondholders recount in their new papers how their
claims in the Vitro Packaging Mexican bankruptcy were thrown out
because the guarantee liability was purportedly extinguished in
the Vitro parent's Mexican proceedings.

The report discloses that the bondholders now want Judge Hale
either to throw out the Vitro Packaging Chapter 15 case or allow
them to sue the subsidiary on the bond debt.  In technical terms,
they seek modification of the so-called automatic stay.  The
subsidiaries are asking Judge Hale to hold a hearing Jan. 11.

Bondholders, the report discloses, contend the subsidiary isn't
entitled to U.S. protection because the Vitro companies "resorted
to machinations such as ill-disguised fraudulent transfers and
secret reincorporations to evade their creditors."  Since the
appeals court ruled that subsidiaries weren't properly relieved of
liability on the bonds, Judge Hale should allow proceedings in the
U.S. to collect from Vitro Packaging, the bondholders argue.

Last year, the Dallas judge said there was "plenty of badges of
fraud," including transfers to affiliates made in secrecy after
default on the bonds. Nonetheless, Hale gave Vitro Packaging
protection from creditors in the U.S.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.

In November, the U.S. Court of Appeals Judge Carolyn King ruled
that Vitro SAB won't be permitted to enforce its bankruptcy
reorganization plan in the U.S.  She said that Vitro "has not
shown that there exist truly unusual circumstances necessitating
the release" preventing bondholders from suing subsidiaries.


W.V.S.V. HOLDINGS: Can Access $500K DIP Financing From Hansen
-------------------------------------------------------------
Judge Redfied T. Baum of the Bankruptcy Court for the District of
Arizona has authorized W.V.S.V. Holdings LLC to incur postpetition
debt in the total amount of $500,000 from the Robert and Marie
Hansen Foundation.

The DIP loan will be secured by a Deed of Trust on Tract A.  The
Deed of Trust will be junior to any existing liens and security
interests of record on the Debtor's Tract A including, without
limitation, (a) the lien securing a judgment of Perkins Coie; (b)
the lien securing a Judgment of 10K LLC for restitution in the
principal amount of $151,960.35 plus interest at 10% per annum
from December 14, 2005; and (c) liens securing real estate taxes
due Maricopa County.

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtor's case 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 the committee should interest
develop among the creditors.


W.V.S.V. HOLDINGS: Confirmation Hearing Continued to Feb. 19
------------------------------------------------------------
The Bankruptcy Court has continued to Feb. 19, 2013, the hearing
on the confirmation of the reorganization plan filed by W.V.S.V.
Holdings LLC.

As reported in the Troubled Company Reporter on Sept. 14, 2012,
W.V.S.V. Holdings' plan proposes to pay creditors in full and let
the owners retain ownership of the company.

According to the disclosure statement explaining the terms of the
Fourth Amendment to the Reorganization Plan dated Sept. 10, 2012,
secured creditors are unimpaired.  General unsecured creditors
will be paid in full -- payment will be paid in semi-annual
payments, the first of which will commence 60 days after the
effective date of the Plan, and interest will accrue at the
federal judgment rate.  Owners will retain their membership
interests in the Debtor.

10K LLC has asserted a $417 million claim against the Debtor but
litigation in Arizona (which began in 2008) is still ongoing.  The
parties have been engaged in litigation since 2008.  10K was one
of the sellers of the 13,260 acres of real property near Sun
Valley Parkway and in western Maricopa County.  10K seeks to hold
the Debtor liable for allegedly "aiding and abetting" that breach
of fiduciary duty.  10K also asserts the right to a constructive
trust over the Debtor's property, or the rescission of the
Debtor's purchase.  The Debtor disputes the allegations.

Under the Plan, to the extent of any judgment adverse to the
Debtor, the Debtor will pay 10K semi-annual payment of $340,000
to begin 30 days after the date of the judgment and to end until
paid in full or 15 years after the date of the first payment.

The Debtor will sell its property pursuant to either (1) 11 U.S.C.
Sec. 363, or (2) in the normal course of the Reorganized debtor's
business post-confirmation.  The Debtor says there's an offer
contemplating a sale of 800 acres with an option to acquire an
additional 513 acres.

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtor's case 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 the committee should interest
develop among the creditors.


WALLDESIGN INC: Court Approves Shulman as Litigation Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Walldesign Inc. to employ Shulman Hodges & Bastian LLP
as special litigation counsel to assist the Debtor in collecting
receivables.  The engagement is on a contingency fee basis.  The
firm will also charge for costs and expenses.

As reported by the Troubled Company Reporter on Oct. 3, 2012, the
firm will, among other things:

   -- conduct investigations, including any informal or formal
      discovery, and prepare the documents and pleadings necessary
      to pursue claims related to the collection of the Debtor's
      receivables including claims against Cal Pacific Homes for
      work performed and for lost profits upon the postpetition
      termination of Walldesign, Inc.

   -- prepare the documents and pleadings necessary to commence
      litigation to prosecute the receivable claims and to conduct
      discovery associated therewith.  If a judgment is obtained
      in favor of the estate, the firm may oppose any motion for a
      new trial, or file or defend any appeals on the matter as
      directed by the Debtor.

   -- analyze possible settlement of disputes related to the
      collection of the Debtor's receivables and conduct possible
      settlement negotiations.

According to the Debtor, none of the services to be performed by
the firm will duplicate the services performed by the
professionals in the case:

   1. Brian Weiss as the chief restructuring officer;

   2. Winthrop Couchot Professional Corporation as general
      insolvency counsel;

   3. BSW & Associates as financial advisor;

   4. Alan Villanueva, CPA tax preparer; and

   5. Jones Day as counsel for the Official Committee of Unsecured
      Creditors.

Shulman Hodges has received no retainer for the services to be
performed.  The firm will be employed on a contingency fee basis,
plus costs and expenses, as, among other things:

   a) if the matter is settled before or after a proof of claim or
      lawsuit is filed, but before the case is first assigned to a
      trial date, an amount equal to 33% of any Gross Recovery
      obtained regardless of the purpose of the monies paid by the
      account debtor after date the retainer agreement is signed.

   b) thereafter, an amount equal to 40% of any Gross Recovery
      obtained, whether by way of settlement, judgment or
      compromise, regardless of the purpose of the monies paid by
      the account debtor after date the retainer agreement is
      signed.

   c) costs and expenses as affecting contingency fee: any costs
      and expenses paid in connection with Client's claim which
      remain outstanding at the time of settlement, judgment or
      compromise will be paid from the total Gross Recovery (total
      Recovery prior to subtracting all unreimbursed costs),
      before the contingency fee is calculated.

The Debtor also requested that it be authorized to place in the
firm's trust account the initial cost retainer of $5,000, and once
the initial cost retainer is exhausted, on a monthly basis, 100%
of the firm's monthly costs and expenses as they are incurred.
In the event that litigation is commenced on a receivable matter,
the Debtor be authorized to place in the firm's trust account the
Trial Cost Retainer of $25,000 for the Cal Pacific Homes matter
and a $5,000 trial cost retainer for all other matters where
litigation is commenced, and once the trial cost retainer is
exhausted, on a monthly basis, 100% of the firm's monthly trial
related costs and expenses as they are incurred.

To the best of the Debtor's knowledge, the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WASHINGTON COMMUNITIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Washington Communities I, LLC
        fka W&D, LLC
        374 Maple Avenue, Suite #201
        Vienna, VA 22180

Bankruptcy Case No.: 12-00848

Chapter 11 Petition Date: December 28, 2012

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Kasey L. Edwards, Esq.
                  GILMAN & EDWARDS, LLC
                  8201 Corporate Drive, Suite 1140
                  Landover, MD 20785
                  Tel: (301) 731-3303
                  Fax: (301) 731-3072
                  E-mail: kedwards@gilmanedwards.com

Scheduled Assets: $4,100,000

Scheduled Liabilities: $2,249,342

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Richard P. Deeds, managing member.


WEST CHARLESTON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: West Charleston Lofts I, LLC
        10160 Park Run Drive, Suite 150
        Las Vegas, NV 89145

Bankruptcy Case No.: 12-23941

Chapter 11 Petition Date: December 26, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Amanda M. Perach, Esq.
                  MCDONALD CARANO WILSON, LLP
                  2300 West Sahara Avenue, Suite 1000
                  Las Vegas, NV 89102
                  Tel: (702) 873-4100
                  Fax: (702) 873-9966
                  E-mail: aperach@mcdonaldcarano.com

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

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

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

The petition was signed by J. Christopher Stuhmer, manager of the
JCS Family #2 Trust, its manager.


WEST COVINA MOTORS: Case Summary & 10 Unsecured Creditors
---------------------------------------------------------
Debtor: West Covina Motors, Inc.
        dba Clippinger Chevrolet
            Clippinger Chrysler Jeep Dodge
        2000 East Garvey Avenue South
        West Covina, CA 91791

Bankruptcy Case No.: 12-52197

Chapter 11 Petition Date: December 28, 2012

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

Judge: Ernest M. Robles

Debtor's Counsel: Martin J. Brill, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: mjb@lnbrb.com

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

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

The petition was signed by Ziad Alhassen, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Hassen Imports Partnership            11-42068            07/27/11

Debtor's List of Its 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
City of West Covina                Loan/Judgment        $7,586,604
c/o James H. Broderick, Jr.
555 South Flower Street, 31st Floor
Los Angeles, CA 90071

State of California Employment     Taxes                  $488,078
Development Department
10330 Pioneer Boulevard, Suite 150
Santa Fe Springs, CA 90670

Reynolds & Reynolds                Services               $400,000
One Reynolds Way
Dayton, OH 45430

Farhat Chamani                     Trade Debt             $268,000

William Larry Colvin               Trade Debt             $200,000

Kaiser Foundation Health           Services               $189,357
Plan, Inc.

Smeal Manufacturing                Trade Debt              $79,200
Company

State of California                Taxes                   $74,100

A&G Custom Auto Sound              Trade Debt              $33,000

Fisher & Phillips LLP              Services                 $4,188


* Moody's Assesses Impact of US Fiscal Package
----------------------------------------------
Moody's Investors Service said that the fiscal package passed by
both houses of Congress on Jan. 1 is a further step in clarifying
the medium-term deficit and debt trajectory of the federal
government. It does not, however, provide a basis for a meaningful
improvement in the government's debt ratios over the medium term.
The rating agency expects that further fiscal measures are likely
to be taken in coming months that would result in lower future
budget deficits, which are necessary if the negative outlook on
the government's bond rating is to be returned to stable. On the
other hand, lack of further deficit reduction measures could
affect the rating negatively. Notably, [Tues]day's package does
not address the federal government's statutory debt limit, which
was reached on December 31. The need to raise the debt limit may
affect the outcome of future budget negotiations.

Although the fiscal package raises some revenue through higher tax
rates on individuals earning more than $400,000 ($450,000 for
joint filers) and through some other smaller measures, the
estimated amount of increased revenue over the next decade is far
outweighed by the amount of revenue foregone through the extension
of lower tax rates for those with incomes below $400,000, the
indexation of the alternative minimum tax, and other measures.

The Congressional Budget Office (CBO) estimates that the net
increase in budget deficits from the fiscal package when compared
to its baseline scenario (which assumes taxes on all income levels
would increase) is about $4 trillion over the coming decade,
excluding higher interest costs on the resultant higher debt.
Based on that estimate, a preliminary calculation by Moody's shows
that the ratio of government debt to GDP would peak at about 80%
in 2014 and then remain in the upper 70 percent range for the
remaining years of the coming decade. Stabilization at this level
would leave the government less able to deal with future pressures
from entitlement spending or from unforeseen shocks. Thus, further
measures that bring about a downward debt trajectory over the
medium term are likely to be needed to support the Aaa rating.

The macroeconomic effects of the package are positive, since it
averts the recession that would likely have occurred had personal
income taxes gone up for all income levels. However, the increase
in the Social Security payroll tax from 4.2% to 6.2% of income
that became effective on January 1 will likely be a constraint on
growth in coming quarters. Furthermore, expenditure cuts that may
be decided in coming months could also affect the rate of GDP
growth in the near term. Overall, therefore, the recent package
mitigates part of the fiscal drag on the economy associated with
the fiscal cliff but does not eliminate it.

The statutory debt limit was reached on December 31, and the
Treasury indicates that its extraordinary measures may be
sufficient to maintain normal expenditure levels for approximately
two months. Nonetheless, the debt limit will have to be raised in
February or early March. At the same time, the fiscal package
passed [Tues]day delayed the implementation of spending cuts
mandated by the Budget Control Act of 2011 for two months.
Therefore, it seems likely that new measures addressing the
expenditure side of the budget will be negotiated at around the
time the debt limit will need to be raised.

Although Moody's believes that the debt limit will eventually be
raised and that the risk of default on Treasury bonds is extremely
low, this confluence of events adds uncertainty to the outcome of
negotiations. However, the spending measures that result from the
negotiations will form part of the medium-term outlook for the
budget deficit. Moody's will need to consider these measures in
assessing the rating outlook. Further revenue measures may also
form part of the negotiations. The debt trajectory resulting from
this process is likely to determine whether the Aaa rating is
returned to a stable outlook or downgraded to Aa1, as Moody's
stated last September.


* Rep. Fattah Introduces Bill to Avoid Future "Fiscal Cliffs"
-------------------------------------------------------------
Congressman Chaka Fattah (D-PA) offered legislation on Jan. 3 on
the first day of the new Congress that will head off one of the
thorniest problems of the previous Congress -- constant and
pointless wrangling over the debt ceiling.

Fattah, a senior Appropriator from Philadelphia, introduced the
"Ending Fiscal Cliffs Act of 2013," one of the first bills before
the 113th Congress.  The legislation streamlines the process of
raising the debt ceiling -- which Congress could face within two
months -- to avoid paralyzing political maneuvers.

Under the current system, Congress authorizes Federal spending,
then must grant redundant approval to borrow sufficient funds to
cover the spending it has already approved.  Mr. Fattah's bill
restructures the process to make it more efficient.  It allows the
Administration to raise the debt ceiling, as necessary, in order
to avoid default whenever Congress spends money or reduces
revenues.

Mr. Fattah said the near-paralysis and threatened tax increases
over the so-called "fiscal cliff" this week were set in motion by
"the short-term, short-sighted and flawed resolution" during the
2011 debt ceiling debate.  Enactment of the Fattah bill would
prevent future "fiscal cliff" fiascos, including one that is
looming when the debt ceiling limit is reached in two months.

"When Congress orders from the menu of spending, it's like going
to a restaurant and ordering a meal from the menu," Mr. Fattah
said, "There's no question about having to pay the bill -- when
you order the food, you agree to pay for it.  There's no second
debate over whether or not to pay the bill.

"Stability and predictability in the full faith and credit of the
United States are critical to the nation's economic security,"
Mr. Fattah said.  "The question of whether the United States will
meet its debt obligations has long been decided in the affirmative
and should not need further negotiation.  This bill puts in place
a solid remedy to ensure America meets its obligations."

The Philadelphia Congressman added, "This bill clarifies what's at
stake in the recent budget-spending-revenue debate that was
labeled 'the fiscal cliff.'  How much money the federal government
should raise and spend is an important, fundamental debate for
Congress.  But the debt ceiling is a phony distraction."

The Fattah bill directs the Secretary of the Treasury to determine
whether Congressional expenditures require borrowing in excess of
the existing debt limit.  If so, the Secretary may raise the
ceiling without further approval from Congress.


* 21 Chapter 11 Cases Filed in Louisville, KY Bankr. Court in 2012
------------------------------------------------------------------
Business First's Kevin Eigelbach reports that 21 Chapter 11 cases
were filed in the Louisville office of the U.S. Bankruptcy Court
for the Western District of Kentucky during 2012, according to
court records, representing a decrease of 12.5% from the 24 cases
that were filed in 2011.  The report says this might be an
indicator of improving business conditions locally.

According to the report, 20 Chapter 11 cases were filed in the
Louisville office in 2010 and 38 were filed during 2009.

The 2012 filers, the report relates, are:

     -- Legacy Estates LLC, 11921 Brinley Ave., filed Jan. 6,
dismissed Aug. 17;

     -- Allied Ready Mix Company LLC, 1561 E. Washington St.,
filed Jan. 19, Chapter 11 plan confirmed Oct. 30, case closed
Dec. 18;

     -- Rolla Herman Gladstein and Mark Ortner Gladstein, 5606
Wolf Pen Trace, filed Feb. 9, deadline for filing plan extended to
Feb. 5;

     -- Curtis Gordon Jr., 7210 Beechland Beach Road, filed Feb.
20, dismissed March 21;

     -- Leachman Enterprises Inc., 3474 Taylor Blvd., filed March
29, Chapter 11 plan filed Sept. 25;

     -- Webb Real Estate Holdings LLC, 2612 S. English Station
Road, filed April 2, Chapter 11 plan filed June 20, motion pending
to dismiss case;

     -- Betsy Webb Stables LLC, 2612 S. English Station Road,
filed April 2, consolidated with Webb Real Estate Holdings Chapter
11 case on April 19;

     -- David A. Thomas, 2217 Bonnycastle Ave., filed May 11,
Chapter 11 plan filed Sept. 10, case still pending;

     -- A.R.E. Machine Products, Louisville, filed May 24, case
dismissed Nov. 1;

     -- WGAS LLC, 4105 Sanctuary Bluff Lane, filed June 25, case
dismissed Sept. 2;

     -- MIJA Tortilla Factory LLC, 11305 Bluegrass Parkway, filed
Aug. 3, case still pending;

     -- Hurstbourne Landings Development Co. LLC, 5804 Lisa Court,
filed Aug. 3, case dismissed Sept. 20;

     -- Sutej S. Gill and Deborah J. Gill, 802 Surrey Lane, filed
Aug. 12, Chapter 11 plan filed Oct. 9, confirmation hearing set
for Feb. 26;

     -- John Jacob Weikel II, 1611 Dundee Way, filed Aug. 17 as
Chapter 13, converted to Chapter 11 Nov. 28, hearing set for Jan.
22;

     -- Henry Vogt Machine Co., 1000 W. Ormsby Ave., filed Sept.
14, Chapter 11 plan due Sept. 14;

     -- BS Good Inc., 6003 Hurstview Road, filed Oct. 23, plan due
April 22;

     -- Conco Inc., 4000 Oaklawn Drive, filed Nov. 5, plan due
March 5;

     -- Win.Net Communications Inc. and Win.Net Telecommunications
Inc., 332 W. Broadway, filed Nov. 8, plan due May 7;

     -- Blue Ridge Ventures LLC, Richmond, Va., filed Nov. 20,
plan due by March 20;

     -- Robert Kevin Cashman and Tammy L. Cashman, Webster, Ky.,
filed Nov. 23, plan due May 22.


* CoreLogic Reports 55,000 Completed Foreclosures in November
-------------------------------------------------------------
CoreLogic, a provider of information, analytics and business
services, today released its National Foreclosure Report, which
provides data on completed U.S. foreclosures and the overall
foreclosure inventory.  According to CoreLogic, there were 55,000
completed foreclosures in the U.S. in November 2012, down from
72,000 in November 2011, a year-over-year decrease of 23 percent.
On a month-over-month basis, completed foreclosures fell from
59,000* in October 2012 to the current 55,000, a decrease of 6
percent.  As a basis of comparison, prior to the decline in the
housing market in 2007, completed foreclosures averaged 21,000 per
month between 2000 and 2006. Completed foreclosures are an
indication of the total number of homes actually lost to
foreclosure.  Since the financial crisis began in September 2008,
there have been approximately 4.0 million completed foreclosures
across the country.

Approximately 1.2 million homes, or 3.0 percent of all homes with
a mortgage, were in the national foreclosure inventory as of
November 2012 compared to 1.5 million, or 3.5 percent, in November
2011.  Month-over-month, the national foreclosure inventory was
down 3.5 percent from October 2012 to November 2012.  Year-over-
year, the foreclosure inventory was down 18 percent.  The
foreclosure inventory is the share of all mortgaged homes in any
stage of the foreclosure process.

"The continued fall in completed foreclosures is a positive
supply-side contribution in many regions of the U.S.," said Anand
Nallathambi, president and CEO of CoreLogic.  "We still have a
long way to go to return to historic norms, but this trend is
firmly in the right direction."

"The pace of completed foreclosures has significantly improved
over a year ago as short sales gain popularity as a disposition
method.  Additionally, the inventory of foreclosed properties
continues to decline while the housing market demonstrates an
ongoing ability to absorb the distressed sales that result from
completed foreclosures," said Mark Fleming, chief economist for
CoreLogic.

Highlights as of November 2012:

-- The five states with the highest number of completed
foreclosures for the 12 months ending in November 2012 were:
California (102,000), Florida (94,000), Michigan (75,000), Texas
(58,000) and Georgia (52,000).These five states account for 50
percent of all completed foreclosures nationally.

-- The five states with the lowest number of completed
foreclosures for the 12 months ending in November 2012 were: South
Dakota (10), District of Columbia (62), Hawaii (415), North Dakota
(491) and Maine (597).

-- The five states with the highest foreclosure inventory as a
percentage of all mortgaged homes were: Florida (10.4 percent),
New Jersey (7.3 percent), New York (5.1 percent), Nevada (4.7
percent) and Illinois (4.7 percent).

-- The five states with the lowest foreclosure inventory as a
percentage of all mortgaged homes were: Wyoming (0.4 percent),
Alaska (0.7 percent), North Dakota (0.7 percent), Nebraska (0.8
percent) and South Dakota (1.0 percent).

*October data was revised. Revisions are standard, and to ensure
accuracy CoreLogic incorporates newly released data to provide
updated results.

Judicial Foreclosure States Foreclosure Ranking (Sorted by
Completed Foreclosures)

Non-Judicial Foreclosure States Foreclosure Ranking (Sorted by
Completed Foreclosures)

Foreclosure Data for Select Large Core Based Statistical Areas
(CBSAs) (Sorted by Completed Foreclosures)

Figure 1 - Number of Mortgaged Homes per Completed
ForeclosureJudicial Foreclosure States vs. Non-Judicial
Foreclosure States (3-month moving average)

Figure 2 - Foreclosure Inventory as of November 2012Judicial
Foreclosure States vs. Non-Judicial Foreclosure States

Figure 3 - Foreclosure Inventory by State Map

Methodology The data in this report represents foreclosure
activity reported through November 2012.

This report separates state data into judicial vs. non-judicial
foreclosure state categories.  In judicial foreclosure states,
lenders must provide evidence to the courts of delinquency in
order to move a borrower into foreclosure, while in non-judicial
foreclosure states lenders can issue notices of default directly
to the borrower without court intervention.  This is an important
distinction since judicial states as a rule have longer
foreclosure timelines thus affecting foreclosure statistics.

A completed foreclosure occurs when a property is auctioned and
results in the purchase of the home at auction by either a third
party, such as an investor, or by the lender.  If the home is
purchased by the lender, it is moved into the lender's real estate
owned (REO) inventory.  In "foreclosure by advertisement" states,
a redemption period begins after the auction and runs for a
statutory period, e.g., six months. During that period the
borrower may regain the foreclosed home by paying all amounts due
as calculated under the statute.  For purposes of this Foreclosure
Report, because so few homes are actually redeemed following an
auction, it is assumed that the foreclosure process ends in
"foreclosure by advertisement" states at the completion of the
auction.

The foreclosure inventory represents the number and share of
mortgaged homes that have been placed into the process of
foreclosure by the mortgage servicer.  Mortgage servicers start
the foreclosure process when the mortgage reaches a specific level
of serious delinquency as dictated by the investor for the
mortgage loan.  Once a foreclosure is "started," and absent the
borrower paying all amounts necessary to halt the foreclosure, the
home remains in foreclosure until the completed foreclosure
results in the sale to a third party at auction or the home enters
the lender's REO inventory.  The data in this report accounts for
only first liens against a property and does not include secondary
liens.  The foreclosure inventory is measured only against homes
that have an outstanding mortgage.  Homes with no mortgage liens
can never be in foreclosure and are therefore excluded from the
analysis.  Approximately one-third of homes nationally are owned
outright and do not have a mortgage.  CoreLogic has approximately
85 percent coverage of U.S. foreclosure data.

                      About CoreLogicCoreLogic

CoreLogicCoreLogic is a property information, analytics and
services provider in the United States and Australia.  The
company's combined data from public, contributory, and proprietary
sources includes over 3.3 billion records spanning more than 40
years, providing detailed coverage of property, mortgages and
other encumbrances, consumer credit, tenancy, location, hazard
risk and related performance information.  The markets CoreLogic
serves include real estate and mortgage finance, insurance,
capital markets, transportation and government.  CoreLogic
delivers value to clients through unique data, analytics, workflow
technology, advisory and managed services.  Clients rely on
CoreLogic to help identify and manage growth opportunities,
improve performance and mitigate risk.  Headquartered in Irvine,
Calif., CoreLogic operates in seven countries.


* Neuberger Berman Portfolio Managers See Stability in 2013
------------------------------------------------------------
Macroeconomic concerns around the globe, which dominated
investors' thoughts and inhibited their actions in 2012, should
become more muted in 2013, allowing for greater emphasis on
security and industry sector selection across a range of asset
classes, according to portfolio managers and strategists at
Neuberger Berman Group LLC, one of the world's leading employee-
owned money managers.

"The perception of vulnerability was always in the background, and
it meant that investors kept their eyes on the macro," said Joseph
Amato, President and Chief Investment Officer of Neuberger Berman.
"Although there are continuing issues, we now have some confidence
that we'll get more stability in 2013, and that should present
outperformance opportunities."

In the U.S., the world's largest capital market, investors may
expect a backdrop of modest economic growth of approximately 2%,
Neuberger Berman managers and strategists forecast.  That "could
be better than a more turbulent expansion," said Alan Dorsey, the
firm's Head of Investment Strategy and Risk.  From an investment
perspective, "slow and steady means businesses can plan and make
rational decisions and investors can become less shell-shocked and
more constructive about pursuing portfolio goals," said Anthony
Tutrone, Global Head of Alternatives.

"A key implication of the slow growth economy is that active
investing decisions become more important," Mr. Amato added.  "On
the equity side, companies that can expand their businesses
through competitive advantages, cost efficiency or access to key
markets should be differentiated.  Currently, many of our equity
managers favor global companies which tend to have meaningful
operations in emerging countries."

In fixed income, investors will continue to search for yield,
potentially beyond traditional areas says Brad Tank, Chief
Investment Officer, Fixed Income.  "We see various areas for
potential diversification for investors that are willing to add
incremental risk -- in high yield bonds, bank loans, emerging
market debt and residential loans.  The whole exercise of finding
yield requires a certain amount of creativity, a lot of research
and broad expertise to effectively assess these pockets of the
market."

As inflation concerns increase, investors can look beyond TIPS.
Tank says "you want to take an approach that provides the
potential for meaningful returns while you wait--and, I think that
highlights the appeal of an asset allocation mix that incorporates
multiple asset classes.  Commodities and real estate securities
are highly correlated with long-term nominal inflation and senior
bank debt is also appealing.  For institutions, it can make sense
to create a basket of inflation-correlated assets as an overlay on
existing portfolios that reduces vulnerability to inflation but
doesn't dampen your return profile."

Below are excerpts from the insights of various portfolio managers
and strategists at Neuberger Berman.  Their views on asset
allocation, multi-asset class portfolios, fixed income, equities,
and alternatives can be found in "Solving for 2013," an outlook
available publicly on the Neuberger Berman website
http://www.nb.com/solving2013

Neuberger Berman does not impose a "house view" and the report
reflects the individual views of its portfolio managers.

-- Asset Allocation: "One of the most important sources of macro-
driven markets is the global impact of local policy uncertainties.
Investors should be prepared for macro influences, but avoid
letting them distort an investment strategy designed to achieve
long-term objectives.  We favor most risk assets over investment
grade fixed income in 2013, with an underweight view on government
securities in the U.S. and most of the developed world due to
historically low yields and widening budget deficits that could
increase the need for further borrowing. Elsewhere within fixed
income, municipal bonds, high yield corporates and emerging market
debt still appear to offer attractive opportunities for income-
oriented investors." - Matthew Rubin, Director of Investment
Strategy

-- U.S. stocks: "Our general outlook for U.S. stocks is favorable,
fueled by our expectation that improving fiscal health and a more
confident consumer will support a more robust environment for
business. Although large-cap stocks appear to have moved closer to
fair value, we think valuations are still reasonable." - Leah
Modigliani, Multi-Asset Class Strategist

-- Developed international stock markets: "Central bank
initiatives, strong corporate balance sheets and reasonable stock
valuations are reasons for optimism about 2013 . . . We see
opportunities in companies developing productivity-enhancing
technologies, and delivering health care innovations with the
potential to reduce costs and improve outcomes.  Growth of the
middle class in the developing world is likely to drive demand for
select consumer goods, as well as gas, oil and related
infrastructure.  As a result, we think oil explorers and oil
services companies could benefit.  Although energy and commodity
prices may remain volatile, the lowest cost producers have
attractive risk/reward profiles.  We also see potential upside in
inflation beneficiaries such as precious metals, agricultural
commodities and specialty chemicals." - Benjamin Segal, Portfolio
Manager, Head of Global Equity Team

-- Emerging markets (EM) equities: "We believe it is important to
distinguish between locally driven companies -- in sectors such as
health care, consumer discretionary and consumer staples,
utilities, industrials and telecommunications -- from those driven
primarily by global factors, such as energy, IT and materials . .
. A full 60% of EM market cap is made up of 'local' rather than
'global' companies. The fundamentals of these companies are
somewhat insulated from the global slowdown, driven by secular
growth in local demand.  We think investors may be well served by
seeking targeted local exposure.  It's possible to find domestic
businesses offering sustainable growth and strong returns, trading
at attractive valuations, especially compared to multinationals,
which offer investors a less targeted approach to EM growth." -
Conrad Saldanha, Portfolio Manager, Global Equity Team

-- Greater China stocks (mainland China, Hong Kong and Taiwan):
"Chinese stocks languished for much of 2012 given investors'
concern over China's slowing GDP growth.  However, as we note the
ongoing refocus of the Chinese economy, potential for growth in
less developed regions in the country and greater market stability
encouraged by an influx of foreign investors, we see opportunities
that have been accentuated by low valuations.  Clearly, ongoing
risks bear consideration but, in our view, they are manageable
with a longer-term perspective and a research-intensive investment
discipline." - Frank Yao, Portfolio Manager, Head of Greater China
Equity Team

-- U.S. investment grade bonds: "Conditions for U.S. investment
grade debt appear moderately favorable for 2013.  Supporting the
market, in our view, will be continued strong corporate
fundamentals, reflected in balance sheets that are largely solid
and flush with cash, along with ample liquidity and low borrowing
costs.  In addition, we believe technicals are generally positive
and demand should be generally robust as the investment grade
market provides more than 100 basis points of incremental yield
over treasuries.  In such an environment, we would expect to see
modest spread tightening.  From a sector perspective, we favor
those areas that offer attractive yields and are not directly tied
to global macro issues that remain in the marketplace.  These
include sectors such as cable-media, telecommunications, food,
beverage, and tobacco.  Utilities also seem appealing, given their
limited exposure to global macro risks.  In contrast, metals and
mining, basics and non-corporate sectors are more vulnerable to
cyclical shifts." - Andrew Johnson, Chief Investment Officer,
Investment Grade Fixed Income and Thanos Bardas, Global Head of
Sovereigns and Interest Rates

-- Non-U.S. investment grade: "We believe the backdrop for non-
U.S. credit is favorable for 2013.  Corporate fundamentals are
generally on solid footing and demand from investors should
generally be strong given the incremental yield available from the
credit market.  In our view, the risks are largely focused on the
outcome of the European sovereign debt crisis.  In the non-U.S.
dollar credit space, we would favor companies with the potential
to grow their business, even if the recession in Europe is more
drawn out than anticipated.  From a sector perspective, food and
beverage, tobacco and utilities appear attractive given their
defensive properties.  While the risks are elevated, we also favor
the banking sector, where investors are being compensated with
generous spreads.  Higher quality core European banks seem a
better choice than peripheral banks such as those in Italy and
Spain." - Andrew Johnson, Chief Investment Officer, Investment
Grade Fixed Income and Thanos Bardas, Global Head of Sovereigns
and Interest Rates

-- High yield bonds and bank loans: "Even after a multi-year run
of strong performance, we believe that the high yield and bank
loan markets look healthy entering 2013.  Many of the factors that
supported these markets last year remain in place, including
strong fundamentals and a positive technical backdrop.  With
spreads implying a significantly higher default rate than we
believe is likely, there could be modest spread tightening in 2013
on top of what we consider an attractive coupon in a low interest
rate environment." - Ann Benjamin, Chief Investment Officer, Non-
Investment Grade Credit

-- U.S. municipal bonds: "Noting the combination of positive
technicals and attractive valuations, we believe that prospects
are good for positive municipal returns in 2013.  However,
uncertainties make it critically important to have a thorough
understanding of individual municipal credits in order to invest
in this segment of the fixed income market. There could be
discussions in Washington, DC, regarding municipal bonds, but we
do not expect to see any meaningful changes to their tax- favored
status. That being said, we could experience periods of increased
volatility in the municipal market, especially during the first
few months of 2013, as these issues come into play." - James
Iselin, Portfolio Manager, Head of Municipal Fixed Income

-- Emerging markets debt: "After posting exceptionally strong
results in 2012, external emerging market debt is likely to post
more modest returns in 2013, with minimal shifts in yield levels,
potentially leaving interest rate spreads as the main driver of
returns.  Valuations for emerging market external debt are richer
than they were a year ago across the credit spectrum.  We believe
that the universe of higher yielding names that have the potential
to drive spreads modestly lower is limited to a relatively small
number of countries, including Venezuela, Argentina, Ukraine and,
to a lesser extent, Lebanon." - Bobby Pornrojnangkool, Portfolio
Manager, Emerging Markets Debt, and Ling Zhou, Associate Portfolio
Manager, Emerging Markets Debt

-- Private equity: "We anticipate that buyout activity will pick
up now that the U.S. election is over, and that private equity
managers will continue to access the loan and bond markets through
2013 for new and existing portfolio companies.  We believe there
continues to be a significant opportunity for private equity in
emerging markets, especially among small- and mid-cap companies.
Brazil, Colombia, Peru, Mexico and Chile are particularly
attractive countries in Latin America because of their strong
growing economies, stable political situations and increasing
number and quality of local managers.  In distressed . . . we
believe that a weak global macroeconomic backdrop combined with
significant uncertainty surrounding government policy will likely
cause volatile market conditions, presenting numerous
opportunities for distressed investors.  Banks in the U.S. and
particularly in Europe have an ongoing need to clear nonperforming
assets off their balance sheets, in order to satisfy regulators
and improve capital ratios." - Anthony Tutrone, Global Head of
Alternatives

-- Hedge funds: "While there have been material headwinds for
hedge funds broadly, a number of strategies delivered strong
absolute and relative returns for much of 2012, including RMBS
(residential mortgage bond securities) and distressed debt . . .
Managers were able to exploit structural or cyclical dislocations
in their respective markets . . . We see the potential for
continued success in these strategies.  Other areas of opportunity
include event-driven strategies, which could benefit from a
potential uptick in corporate activity, and uncorrelated
strategies such as fixed income arbitrage, statistical arbitrage
and commodity relative value, which have the ability to capitalize
on a number of different inefficiencies in today's capital
markets. Echoing a key theme from last year, we also continue to
believe that emerging managers offer structural advantages over
their larger peers, which we believe are likely to be reflected in
their results over the long run." - Eric Weinstein, Chief
Investment Officer, Fund of Hedge Funds Team

                     About Neuberger Berman

Neuberger Berman -- http://www.nb.com-- is a private,
independent, employee-controlled investment manager.  It partners
with institutions, advisors and individuals throughout the world
to customize solutions that address their needs for income, growth
and capital preservation. With more than 1,700 professionals
focused exclusively on asset management, it offers an investment
culture of independent thinking.  Founded in 1939, the company
provides solutions across equities, fixed income, hedge funds and
private equity, and had $203 billion in assets under management as
of September 30, 2012.


* WTAS Promotes R.J. Starr to Managing Director in Los Angeles
--------------------------------------------------------------
R.J. Starr was recently promoted to Managing Director for WTAS Los
Angeles after seven years of service with the Valuation Services
Practice.

Starr has more than 12 years of experience in delivering valuation
analyses to both individuals and corporate enterprises.  He has
specialized in the valuation of closely-held businesses, business
interests, intangible assets, intellectual property, debt
instruments, derivatives (including stock options and option-
embedded securities) and capital equipment assets.  These
engagements were conducted for a variety of purposes, including
financial reporting, tax planning and reporting, strategic
planning, mergers and acquisitions, litigation support,
restructuring and bankruptcy.

"R.J. has been instrumental to the success of our valuation
practice in the Los Angeles office and will be a key contributor
to the growth of the practice in 2013," said Bill Amon, the firm's
Office Managing Director for Los Angeles.

Prior to joining WTAS, Starr was a manager with a national
professional services firm where he focused primarily on corporate
valuation issues related to mergers and acquisitions, litigation
and strategic consulting.

Starr holds the Accredited Senior Appraiser (ASA-BV) designation.

The Los Angeles office of WTAS announced a total of nine
promotions in January 2013, including Starr.

Other promotions in Los Angeles include Director: Brian Reichert
with the Valuation Services Practice; Senior Managers: Daniel
Roberts and Nick Kuo; Managers: Chantha Dinelli and Humayun Riaz;
and Senior Associates David Amurao, Jeremy Marcus and Vince Ying.

WTAS promoted a total of 51 employees this January including 4
Managing Directors, 12 Directors, 6 Senior Managers, 13 Managers
and 16 Senior Associates.

                        About WTASWTAS LLC

WTASWTAS -- http://www.wtas.com-- is one of the largest
independent tax firms in the United States, providing a wide range
of tax, valuation, financial advisory and related consulting
services to individual and corporate clients across the country.
The firm is comprised of over 500 personnel located in fourteen
major cities and encompasses top advisors with previous experience
in the international accounting firms, law firms, IRS, and state
taxing authorities.  WTAS has offices serving Baltimore, Boston,
Chicago, Greenwich, Harrisburg, Los Angeles, New Jersey, New York
City, Palo Alto, Philadelphia, San Francisco, Seattle, Washington,
D.C., and West Palm Beach.


* BOOK REVIEW: Corporate Venturing -- Creating New Businesses
-------------------------------------------------------------
Authors: Zenas Block and Ian C. MacMillan
Publisher: Beard Books, Washington, D.C. 2003
(reprint of 1993 book published by the President and Fellows of
Harvard College).
List Price: 371 pages. $34.95 trade paper, ISBN 1-58798-211-0.

Creating new businesses within a firm is a way for a company to
try to tap into its potential while at the same time minimizing
risks.  A new business within a firm is like an entreprenuerial
venture in that it would have greater flexibility to
opportunistically pursue profits apart from the normal corporate
structure and decision-making processes.  Such a business is
different from a true entrepreneurial venture however in that the
business has corporate resources at its disposal.  Such a company
business venture has to answer to the company management too.
Corporate venturing -- to use the authors' term -- offers
innovative and stimulating business opportunities.  Though
venturing is in a somewhat symbiotic relationship with the parent
firm, the venture would never threaten to ruin the parent firm as
a entrepreneur might be financially devastated by failure.

Block and MacMillan contrast an entreprenuerial enterprise with
their subject of corporate venturing, "When a new entrepreneurial
venture is created outside an existing organization, a wide
variety of environmental factors determine the fledgling
business's survival.  Inside an organization . . . senior
management is the most critical environmental factor."  This
circumstance is the basis for both the strengths and limitations
of a corporate venture.  In their book, the authors discuss how
senior management working with the leadership of a corporate
venture can work in consideration of these strengths and
weaknesses to give the venture the best chances for success.  If
the venture succeeds beyond the prospects and goals going into
its formation, it can always be integrated into the parent
company as a new division or subsidiary modeled after the regular
parts of a company with the open-ended commitment, regular hiring
practices, and reporting and coordination, etc., going with this.
As covered by the authors, done properly with the right
commitment, sense of realism and practicality, and preliminary
research and ongoing analysis, corporate venturing offers a firm
new paths of growth and a way to reach out to new markets, engage
in fruitful business research, and adapt to changing market and
industry conditions. The principle of corporate venturing is the
familiar adage, "nothing ventured, nothing gained."  While it is
improbable that a corporate venture can save a dying firm, a
characteristic of every dying firm is a blindness about
venturing.  Just thinking about corporate ventures alone can
bring to a firm a vibrancy and imagination needed for business
longevity.

Ideas, insights, and vision are the essence of corporate
venturing.  But these are not enough by themselves. Corporate
venturing is based as much on the right personnel, especially the
top leaders.  The authors advise to select current employees of a
firm to lead a corporate venture whenever feasible because they
already have relationships with senior management who are the
ultimate overseers of a venture and they understand the corporate
culture.  In one of their several references to the corporate
consultant and motivational speaker Peter Drucker, the authors
quote him as identifying only half jokingly the most promising
employees to lead the corporate venture as "the troublemakers."
These are the ones who will be given the "great freedom and a
high level of empowerment" required to make the venture workable
and who also are most suited to "adapt rapidly to new
information." Such employees for top management of a venture are
not entirely on their own.  The other side of this, as Brock and
MacMillan go into, is for such venture management to earn and
hold the trust and confidence of the firm's top management and
work within the framework and follow the guidelines set for the
venture.

Corporate venturing is an operation which is a hybrid of the
standard corporate interests and operations and an independent
business with entrepreneurial flexibility mainly from focus on
one product or service or at most a few interrelated ones,
simplified operations, and streamlined decision-making.  From
identifying opportunities and getting starting through the
business plan and corporate politics, Brock and MacMillan guide
the readers into all of the areas of corporate venturing.

Zenas Block is a former adjunct professor with the Executive MBA
Program at the NYU Stern School of Business.  Ian C. MacMillan is
associated with Wharton as a professor and a director of a center
for entrepreneurial studies.


                            *********

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, Joseph Medel C. Martirez, 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
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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 ***