TCR_Public/130109.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Wednesday, January 9, 2013, Vol. 17, No. 8

                            Headlines

1946 PROPERTY: Court OKs Diamond Apartment as Management Firm
1946 PROPERTY: U.S. Trustee Seeks Ch.7 Conversion or Dismissal
2334 WASHINGTON: Case Summary & 16 Largest Unsecured Creditors
A123 SYSTEMS: Proposed Sale to Chinese Attracts More Criticism
A&S GROUP: U.S. Trustee Wants GGG Disqualified as Fin'l Consultant

A&S GROUP: SunTrust Withdraws Bid for Chapter 11 Trustee
A&S GROUP: Great American Serves as Disposition Agent
ALON USA: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
AMERICAN AIRLINES: Equity Holders May See Recovery
AMERICAN APPAREL: December Comparable Store Sales Hiked by 14%

AMERICAN REALTY: Seeks More Time to File Exit Plan
AMERICAN SUZUKI: Committee Taps Irell & Manella as Counsel
AMERICAN SUZUKI: Committee Taps AlixPartners LLC as Advisor
AMERICAN SUZUKI: Taps RLM Finsbury as Communications Consultant
AMERICAN SUZUKI: Consulting Omni OK'd as Claims Noticing Agent

AMERIFORGE GROUP: Moody's Assign 'B2' CFR/PDR; Outlook Stable
ATP OIL: Paul Bulmahn Steps Down as Executive Chairman
AVIS BUDGET: Zipcar Acquisition No Impact on Fitch Ratings
BEALL CORPORATION: Washington Agency Wants Case Dismissed
BEITH FARM: Case Summary & 4 Unsecured Creditors

BERRY PLASTICS: Named Pine Creek Partner to Board of Directors
BIG M INC: Case Summary & 30 Largest Unsecured Creditors
BRAFFITS CREEK: Meeting of Creditors Continued Until Jan. 17
BRANCHBURG COMMERCE: Case Summary & 10 Largest Unsecured Creditors
CALYPTE BIOMEDICAL: Inks New Contracts With CEO and CFO
CARY CREEK: Files for Chapter 11 in North Carolina

CARY CREEK: Proposes Northen Blue as Bankruptcy Counsel
CARY CREEK: Proposes Bidencope as Appraiser
CBS I LLC: To Refinance U.S. Bank Loan Under Second Amended Plan
CHAPALA INC: Case Summary & 7 Largest Unsecured Creditors
CENTURY SHREE: Case Summary & 18 Largest Unsecured Creditors

CONQUEST SANTA FE: Has Interim Nod to Use LPP Cash Collateral
CONQUEST SANTA FE: Hiring MC&R as Counsel
CONQUEST SANTA FE: Files List of 20 Largest Unsecured Creditors
CONQUEST SANTA FE: Hiring W&H for New Mexico Litigation
CONQUEST SANTA FE: Files Schedules of Assets and Liabilities

COUGAR SPRINGS: Case Summary & 17 Unsecured Creditors
CRAWFORDSVILLE LLC: Case Has Natural Pork's Committee
D MEDICAL: CFO Dana to Resign Due to Disputes on Duties
DAYTOP VILLAGE: Plan Filing Exclusivity Expires Jan. 10
DEWEY & LEBOEUF: Has Go-Signal to Solicit Plan Votes

DLT PROPERTIES: Case Summary & 5 Unsecured Creditors
DVORKIN HOLDINGS: Court Okays Seyfarth Shaw as Trustee's Counsel
EARTHBOUND HOLDINGS: S&P Lowers Corporate Credit Rating to 'B-'
ELCOM HOTEL & SPA: Files Ch. 11 to Sell Bal Harbor Hotel Lot
ELCOM HOTEL & SPA: Proposes Kozyak Tropin as Ch. 11 Counsel

ELCOM HOTEL & SPA: Has Duanne Morris as Real Estate Counsel
ELCOM HOTEL & SPA: A&M's Chuck Bedsole to Serve as CRO
ELITE PHARMACEUTICALS: Director Quits for Personal Reasons
EMISPHERE TECHNOLOGIES: VP Riley Resigns, Gets $1.4MM From NOLs
ENERGYSOLUTIONS INC: To be Sold to Energy Capital for $338-Mil.

ENERGYSOLUTIONS INC: S&P Assigns 'B' Corporate Credit Rating
FANNIE MAE: Bank of America's Settlement a Positive, Fitch Says
FLASH DUTCH: S&P Assigns 'B+' Corp. Credit Rating
FLORIDA INSTITUTE: Case Summary & 20 Largest Unsecured Creditors
FORT LAUDERDALE BOATCLUB: Court Confirms Plan of Reorganization

FR 160: Court Approves MCA Financial as Financial Advisor
FRIENDSHIP DAIRIES: Jan. 10 Hearing on Use of Cash Collateral
GAME TRADING: Redbox Allowed $1.8-Mil. Unsecured Claim
GOLDEN GUERNSEY: Files for Chapter 7 Bankruptcy in Delaware
GREAT BASIN: Obtains CCAA Protection Extension Until Jan. 14

HAMPTON ROADS: Completes Relocation of Offices to Virginia Beach
HEALTHWAREHOUSE.COM INC: Unable to Pay $3-Mil. Loan Obligations
HMX ACQUISITION: Committee Hiring ASK LLP as Local Counsel
HMX ACQUISITION: Can Employ CDG Group as Financial Advisor
HMX ACQUISITION: Hires Epiq Bankruptcy as Administrative Agent

HMX ACQUISITION: Employ Proskauer Rose as Counsels
HMX ACQUISITION: Wins OK for William Blair as Investment Banker
HMX ACQUISITION: Committee Retains Leonard Street as Lead Counsel
HOSTESS BRANDS: Court OKs Hilco for Real Estate Sale
HYPERTENSION DIAGNOSTICS: Sells $42,500 Convertible Note to Asher

IMMUCOR INC: Moody's Reviews 'B2' CFR for Possible Downgrade
IMPACT SERVICES: Low-Level Radioactive Waste Removed From Site
INFUSYSTEM HOLDINGS: Names J. Skonieczny Chief Operating Officer
INFUSYSTEM HOLDINGS: To Remain as Independent Public Company
INSPIRATION BIOPHARMA: Can Employ Evercore as Investment Banker

INSPIREMD INC: Incurs $17.6 Million Net Loss in Fiscal 2012
INTERLEUKIN GENETICS: Appoints New Chief Marketing Officer
INTERNATIONAL HOME: Preliminary Examiner Report Out Jan. 18
J & J PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
JACKSONVILLE BANCORP: Amends Purchase Agreement with CapGen

JEFFRIE E. LONG: To Sell Real Properties to Pay Off PNC Bank
JERRY FERGUSON: Can't Pay Personal Taxes Under Chapter 12 Plan
LBI MEDIA: Voluntarily Deregisters 11% Discount Notes
LBI MEDIA: Settles Exchange Offers and Consent Solicitations
LDK SOLAR: Agrees to Sell LDK Anhui for RMB25 Million

LEE BRICK: Has Final OK to Use Cash Through Plan Confirmation
LIGHTSQUARED INC: Lenders Targeting Falcone, Not Company Officers
LITHIUM TECHNOLOGY: Axes Chia as Director, Names Nujit as Chair
LODGENET INTERACTIVE: Soliciting Approval of Pre-Packaged Plan
LODGENET INTERACTIVE: PAR Investment Lowers Equity Stake to 8.4%

LODGENET INTERACTIVE: Receives NASDAQ Delisting Notice
LON MORRIS: AmeriBid to Get 7% Commission in Asset Sale
LOUISIANA RIVERBOAT: Kasowitz Benson OK'd for Global Gaming Suit
MADISON HOTEL: Lender Files Further Modifications to Plan Outline
MARKWEST ENERGY: Fitch Puts 'BB' Rating on $1-Bil. Senior Notes

MARKWEST ENERGY: Moody's Rates $1-Bil. Sr. Unsecured Notes 'Ba3'
MARKWEST ENERGY: S&P Rates New $1-Bil. Unsecured Notes 'BB'
MASSACHUSETTS LOCAL GOV'T: Still Faces Ongoing Challenges
MDC HOLDINGS: Moody's Affirms '(P)Ba2' Subordinate TMN Rating
MERRILL CORP: S&P Cuts Corporate Credit Rating to 'D'

METEX MFG: Creditors Committee Taps Caplin & Drysdale as Counsel
METEX MFG: FCR Legal Representative Taps Young Conaway as Counsel
METEX MFG: Meeting of Creditors Postponed Until Further Notice
METEX MFG: Taps Lawrence Fitzpatrick as FCR Legal Representative
METRO FUEL: Can Employ AP Services as Crisis Managers

METRO FUEL: Can Hire Carl Marks as Fin'l Advisor/Investment Banker
METROPLAZA HOTEL: 341(a) Meeting of Creditors on Jan. 17
METROPLAZA HOTEL: Proposes DiPasquale as Counsel
METROPLAZA HOTEL: Seeks to Use WBCMT's Cash Collateral
MICHIGAN TRANSPORTATION: Moody's Maintains' Ba1' Rating

MILAGRO OIL: Inks Severance Agreement with President and CEO
MODERN PLASTICS: NPC to Appear in Sale Hearing Today
MODERN PRECAST: Proposes Griffin as Investment Banker
MONITOR COMPANY: Committee Can Retain Cole Schotz as Counsel
MONITOR COMPANY: Hiring McGladrey LLP as Tax Advisor

MT. VERNON PROPERTIES: Court Dismisses Chapter 11 Case
MW GROUP: Court Sets Jan. 16 DS Hearing on Bank of America Plan
NAVISTAR INTERNATIONAL: Kenneth Griffin Holds 5.4% Equity Stake
NEP INC: Moody's Assigns 'B2' CFR; Outlook Stable
NEUSTAR INC: Moody's Rates $325-Mil. Term Loan A 'Ba1'

NEUSTAR INC: S&P Affirms 'BB' Corporate Credit Rating
NNN CYPRESSWOOD: Files for Chapter 11 in Chicago
NNN LENOX PARK 9: Creditor Wants Case Transfer or Dismissal
NNN PARKWAY: Files for Chapter 11 Protection
NTP MARBLE: Case Summary & 20 Largest Unsecured Creditors

OTERO COUNTY HOSPITAL: Accountant Denied Leave to File Late Claim
POWERSCREEN OF CHICAGO: Case Summary & Creditors List
ROCKIES EXPRESS: Moody's Cuts CFR/PDR to 'Ba2'; Outlook Stable
ROVI CORP: RES Unit's Sale No Impact on Moody's 'Ba3' CFR
SEARS HOLDINGS: Chairman Ed Lampert Assumes CEO Post
SILIKEN MANUFACTURING: Files Petition for Relief Under Ch. 11

SENTINEL MANAGEMENT: INTL FCStone to Challenge Court Ruling
SOUTH LAKES DAIRY: Files Schedules of Assets and Liabilities
SPECIALTY PRODUCTS: Asbestos Committee Wants Ch. 11 Case Dismissed
SSRS INVESTMENTS: Case Summary & 8 Largest Unsecured Creditors
STEELE SPORTFISHING: Voluntary Chapter 11 Case Summary

THQ INC: Receives Court Approval for Amended Sale Calendar
VAL-FAB INC.: Case Summary & 20 Largest Unsecured Creditors
WEBB DIVERSIFIED: Case Summary & 8 Unsecured Creditors
WELLS ENTERPRISES: Moody's Assigns 'B1' Corp. Family Rating
WILLBROS GROUP: Gets Two Transmission Construction Projects

* FINRA Unveils 2012 Regulatory Highlights

* Corporate High Yield Not Yet at "Bubble" Levels
* Retail Trade to Experience Greatest Volatility, Survey Shows
* U.S. Faces "Muddle-Through" Economy, Nuveen's Bob Doll Says

* Schneider & Stone Reduces Mortgage to Unsec. Chapter 13 Claim
* Thompson Hine Names Tuggle as Partner for Cleveland Practice

* Upcoming Meetings, Conferences and Seminars

                            *********

1946 PROPERTY: Court OKs Diamond Apartment as Management Firm
-------------------------------------------------------------
1946 Property, LLC, sought and obtained approval from the U.S.
Bankruptcy Court to employ Diamond Apartment Management, Inc.,
doing business as Diamond Management, to provide a broad range of
managerial services to the estate.

The firm operates the Debtor's business and provides services
relating to issues that have direct and significant impacts on the
Debtor's day-to-day operations.  The Debtor has said it is
essential that employment of the firm be continued to avoid
disruption of normal business operations.

Diamond's compensation package includes a management fee of 5% of
the total monthly income of the Debtor's property.

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

In October, the Debtor obtained approval of its amended
application to employ Coffin & Driver, PLLC, as counsel.  Coffin &
Driver is advising the Debtor with respect to all reorganization,
litigation and general corporate law matters, as well as any other
matters that may arise in the context of the Chapter 11 case.

The law firm's Vickie L. Driver and Patrick J. Coffin charge at an
hourly rate of $345.  Associates' hourly rates range from $150 to
$295 per hour, and legal assistant or law clerk services charge
from $50 to $115 per hour.  The firm will request reimbursement of
out-of-pocket expenses.

As of Petition Date, Coffin & Driver received a total of $5,000 in
cash retainer from non-debtor funds.  Additionally, since the
Petition Date, the firm has received a $20,000 in non-debtor
funds.

The law firm attested it is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                       About 1946 Property

1946 Property, LLC, is a Texas liability company.  The Debtor's
sole manager is Edward Reiss.  The Debtor owns a 252-unit
condominium community located at 1946 Northeast Loop 410, in San
Antonio, Texas.  The Company filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-52489) in San Antonio on
Aug. 7, 2012.  Bankruptcy Judge Leif M. Clark presides over the
case.  Vickie L. Driver, Esq., at Coffin & Driver, PLLC,
represents the Debtor.  In its petition, the Debtor estimated
$10 million to $50 million in assets and debts.


1946 PROPERTY: U.S. Trustee Seeks Ch.7 Conversion or Dismissal
--------------------------------------------------------------
Judy A. Robbins, the U.S. Trustee for Region 7, has asked the U.S.
Bankruptcy Court to convert the Chapter 11 case of 1946 Property,
LLC to a liquidation in Chapter 7.

The U.S. Trustee argued that the Debtor's primary asset was real
property located in San Antonio, Texas valued at $10,292,760 on
its bankruptcy schedules.  SW Loan A, LP filed a Motion to Lift
Automatic Stay on Aug. 17, 2012, and sought an order allowing it
to foreclose on in its interest in the Debtor's real property.  On
Oct. 22, the Court entered an order granting SW Loan A relief from
the stay to take all actions necessary to foreclose its lien on
the real property, including holding a foreclosure sale.

The U.S. Trustee said it has been informed by the Debtor's counsel
that SW Loan A went forward with the foreclosure sale on Nov. 6,
and that the Debtor no longer owns the property.  Because the
purpose of the Chapter 11 case was to try to keep the real
property and because that is no longer possible, no reason exists
for the case to remain in chapter 11, the U.S. Trustee pointed
out.

In the alternative, the case should be dismissed, the U.S. Trustee
said.  If the case is dismissed, the U.S. Trustee wants the case
dismissal order to provide for payment of any quarterly fees owed
to the Office of the U.S. Trustee.

                        About 1946 Property

1946 Property, LLC, is a Texas liability company.  The Debtor's
sole manager is Edward Reiss.  The Debtor owns a 252-unit
condominium community located at 1946 Northeast Loop 410, in San
Antonio, Texas.  The Company filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-52489) in San Antonio on
Aug. 7, 2012.  Bankruptcy Judge Leif M. Clark presides over the
case.  Vickie L. Driver, Esq., at Coffin & Driver, PLLC,
represents the Debtor.  In its petition, the Debtor estimated
$10 million to $50 million in assets and debts.


2334 WASHINGTON: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 2334 Washington N LLC
        445 Central Avenue, #112
        Cedarhurst, NY 11516

Bankruptcy Case No.: 13-10035

Chapter 11 Petition Date: January 3, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Heidi J. Sorvino, Esq.
                  HODGSON RUSS LLP
                  1540 Broadway, 24th Floor
                  New York, NY 10036
                  Tel: (212) 661-3535
                  E-mail: hsorvino@hodgsonruss.com

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

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

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
2607 Jerome N, LLC                      13-10034
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
1084 New York N, LLC                    13-10036
Northside Development LLC               13-10037

The petitions were signed by Aaron Wexler, managing member of
Northside Development, LLC, owner.

A. A copy of 2334 Washington N LLC's list of its 16 largest
unsecured creditors filed with the petition is available for free
at:
http://bankrupt.com/misc/nysb13-10035.pdf

B. A copy of 2607 Jerome N, LLC's list of its 17 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nysb13-10034.pdf


A123 SYSTEMS: Proposed Sale to Chinese Attracts More Criticism
--------------------------------------------------------------
Rachel Feintzeig at Daily Bankruptcy Review reports that
a group of former U.S. military and government leaders says the
proposed sale of battery maker A123 Systems Inc. to a Chinese
company "poses a long-term threat to American economic and
national security."


A123 received approval from the bankruptcy court on Dec. 11 to
sell the business to China's Wanxiang Group Corp. 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.

                         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.


A&S GROUP: U.S. Trustee Wants GGG Disqualified as Fin'l Consultant
------------------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, has filed
papers with the U.S. Bankruptcy Court seeking to disqualify GGG,
Inc. as the Debtor's financial consultant.

On Sept. 27, 2012, the Court entered an Order approving the
employment of GGG Inc.

Katie S. Goodman is the managing partner of GGG, Inc., and the
individual designated by the Application as the primary person who
would work on the Debtor's case.

On Oct. 22, 2012, the Debtor's principals, Sami Durukan and Apel
Dido, elected Ms. Goodman as Chief Executive Officer and Director
of the Debtor.  Mr. Durukan and Mr. Dido then resigned as
Directors and Officers of the Debtor.

Ms. Goodman became to sole Director of the Debtor.  Therefore,
according to the U.S. Trustee, Ms. Goodman is not disinterested
and cannot be retained under 11 U.S.C. Sec. 327(a).

                      About A&S Group

Tucker, Georgia-based A&S Group, Inc., aka A&S Marbel and Granite
Imports, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
12-72662) in Atlanta, on Sept. 9, 2012.  The Debtor is an importer
and distributor of decorative ceramic tile and mosaics, and
natural stone products, most of which are used for wall and floor
applications and counter and table tops in residential and
commercial properties.  The Debtor's customer base includes local,
regional and national retailers, home centers, developers and
retailers.

Judge Wendy L. Hagenau oversees the case.  The Law Office of A.
Keith Logue, Esq., serves as the Debtor's counsel.  The Debtor
listed total assets of $10,278,149 and total debts of $17,580,095
in its schedules.  The petition was signed by Sami Durukan,
president.


A&S GROUP: SunTrust Withdraws Bid for Chapter 11 Trustee
--------------------------------------------------------
SunTrust Bank, a secured creditor of A&S Group, Inc., withdrew a
motion seeking appointment of a Chapter 11 Trustee for the Debtor.

In consideration of the withdrawal, the Debtor's shareholders,
Apel Dido and Omer S. Durukan agreed to appoint Katie Goodman as
sole director and chief executive officer, and appointed Ms.
Goodman as sole director of the Debtor.

Upon appointment of Mr. Goodman, Mr. Dido and Mr. Durukan resigned
as directors and officers.  The parties' agreement provides that,
if either Mr. Dunkan or Dido or any member of their families
become an officer of the Debtor without further Court order, the
bank will be entitled to the appointment of a trustee.

In its motion seeking to appoint a chapter 11 trustee, the bank
alleged that, in an attempt to enrich themselves, the Debtor's
management worked to divert assets from the Debtor and committed
various other fraudulent acts including but not limited to:

     * transferring $1.5 million in Debtor inventory to an
       unrelated entity for no consideration to the Debtor, but in
       exchange for monthly payments of $23,000 to the Debtor's
       principals;

     * presenting the Bank with forged documents in an attempt to
       justify such transfer, as well as creating and distributing
       to various parties multiple conflicting records regarding
       the  inventory transferred;

     * manipulating deposits and accounts receivable to divert
       proceeds of accounts receivable to insiders;

     * planning to divert Debtor accounts to an entity which is
       unrelated to the Debtor but in which the principals of
       the Debtor have an interest;

     * paying insiders almost $60,000 in the 90 days
       pre-bankruptcy;

     * using cash collateral without the Court's permission; and

     * manipulating accounts receivable reports to defraud the
       Bank and remain in compliance with its borrowing
       requirements.

The bank also said the Debtor has been grossly mismanaged.

                        About A&S Group

Tucker, Georgia-based A&S Group, Inc., aka A&S Marbel and Granite
Imports, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
12-72662) in Atlanta, on Sept. 9, 2012.  The Debtor is an importer
and distributor of decorative ceramic tile and mosaics, and
natural stone products, most of which are used for wall and floor
applications and counter and table tops in residential and
commercial properties.  The Debtor's customer base includes local,
regional and national retailers, home centers, developers and
retailers.

Judge Wendy L. Hagenau oversees the case.  The Law Office of A.
Keith Logue, Esq., serves as the Debtor's counsel.  The Debtor
listed total assets of $10,278,149 and total debts of $17,580,095
in its schedules.  The petition was signed by Sami Durukan,
president.


A&S GROUP: Great American Serves as Disposition Agent
-----------------------------------------------------
A&S Group, Inc., aka A&S Marbel and Granite Imports sought and
obtained approval from the U.S. Bankruptcy Court to employ Great
American Group as its asset disposition agent to liquidate its
inventory, furniture, fixtures, and equipment.

Great American's services include:

     a. marketing the Debtor's assets for sale on the Debtor's
        behalf;

     b. negotiating the terms of sales; and

     c. implementing any sale agreements reached with purchasers
        of the Debtor's assets;

Mark P. Naughton attests the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

Great American will be paid an amount equal to 10% of the net
revenues generated from the sales of the Tangible Assets plus
reimbursement of all expenses incurred in their sales efforts.
The payments will be free and clear of any liens.

                          About A&S Group

Tucker, Georgia-based A&S Group, Inc., aka A&S Marbel and Granite
Imports, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
12-72662) in Atlanta, on Sept. 9, 2012.  The Debtor is an importer
and distributor of decorative ceramic tile and mosaics, and
natural stone products, most of which are used for wall and floor
applications and counter and table tops in residential and
commercial properties.  The Debtor's customer base includes local,
regional and national retailers, home centers, developers and
retailers.

Judge Wendy L. Hagenau oversees the case.  The Law Office of A.
Keith Logue, Esq., serves as the Debtor's counsel.  The Debtor
listed total assets of $10,278,149 and total debts of $17,580,095
in its schedules.  The petition was signed by Sami Durukan,
president.


ALON USA: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and a SGL-3 Speculative Grade Liquidity rating to Alon USA
Partners, LP (ALDW), a newly formed variable distribution master
limited partnership (MLP). Simultaneously, Moody's affirmed ALDW's
B2 $250 million senior secured term loan rating, which has been
assumed from Alon USA Energy, Inc. (ALJ). ALDW's rating outlook is
stable.

In a related action, Moody's downgraded Alon Refining Krotz
Springs, Inc.'s (ARK) CFR to B3 from B2 and its senior secured
note rating to B3 from B2. The rating outlook for ARK is stable.

Moody's withdrew Alon USA Energy, Inc.'s ratings, including its B2
Corporate Family Rating, B2 Probability of Default Rating and SGL-
2 Speculative Grade Liquidity Rating. Alon USA Energy has no
outstanding debt.

"While we view Alon USA Partners' MLP corporate structure as an
inherently risky business model, requiring the quarterly payout of
almost all excess cash, the B2 CFR considers the company's
commitment to a distribution that varies with cash flow,
materially improved consolidated family financial leverage
profile, as well as the reasonably strong cash flow generating
capacity of the Big Spring's refinery through the cycle,"
commented Gretchen French, Moody's Vice President. "By the same
token, the formation of the new MLP leaves Alon Refining Krotz
Springs at a structural disadvantage depriving it of the potential
direct support from the Big Spring refinery's cash flows, which
traditionally represented the largest source of cash flow within
the consolidated Alon USA Energy family."

Issuer: Alon USA Partners, LP

  Assignments:

     Probability of Default Rating, Assigned B2

     Speculative Grade Liquidity Rating, Assigned SGL-3

     Corporate Family Rating, Assigned B2

  Affirmed:

     US$250M Senior Secured Bank Credit Facility, Revised to a
     range of LGD4, 50 % from a range of LGD4, 51 %

Issuer: Alon Refining Krotz Springs, Inc.

  Downgrades:

     Probability of Default Rating, Downgraded to B3 from B2

     Corporate Family Rating, Downgraded to B3 from B2

     US$216.5M 13.5% Senior Secured Regular Bond/Debenture,
     Downgraded to B3 from B2

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

Issuer: Alon USA Energy, Inc.

Withdrawals:

     Probability of Default Rating, Withdrawn, previously rated
     B2

     Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-2

     Corporate Family Rating, Withdrawn, previously rated B2

Rating Rationale

Alon USA Partners, LP

ALDW's B2 CFR reflects the company's single refinery asset risk
and relatively small scale, the inherent volatility and capital
intensity of the refining sector, and the high payouts associated
with its MLP corporate structure. The rating is supported by the
refinery's proven operational track record and favorable
geographic location. ALDW's Big Spring refinery has access to
local discounted West Texas Sour (WTS) crude and West Texas
Intermediate (WTI) crude and is well positioned within a product
short region, resulting in record strong margins in 2012. Moody's
believes that ALDW's crude sourcing differentials will continue to
remain supportive, but will begin to narrow over the next several
years as increased take away capacity comes on stream. However,
local differentials associated with direct access to supply
sources shall remain in the longer term.

ALDW's high payout MLP corporate structure limits credit accretion
by taking out all excess cash on a regular basis, preventing the
buildup of large cash balances that have traditionally been used
as reserve cushions in the inherently volatile refining business
for both growth and regulatory spending during sector downturns.
However, the variable pay model does offer certain advantages over
traditional MLPs, including no incentive distribution rights, a
build in cash reserves for turnarounds, and the consideration for
working capital needs, and primarily by limiting the distributions
to the excess cash flow generation ability of the company.
Nevertheless, the variability does not change the basic
distribution payout impetus of the MLP model. The MLP business
model also relies heavily on capital market access for major
capital expenditure programs and acquisitions, which can increase
the company's risk profile during financial downturns and lead to
higher leverage over the longer term. However, unlike traditional
MLPs, Moody's believes Alon USA Partners, as an independent
refiner and marketer, is likely to pursue a more modest growth
profile and maintain moderate financial leverage.

ALDW's SGL-3 Speculative Grade Liquidity Rating reflects an
adequate liquidity profile. ALDW's liquidity profile is
constrained by the volatility and cyclicality of the refining
business and its MLP business model. In 2013, Moody's expects that
ALDW's internally generated cash flow will cover capital
expenditure at approximately $35 million per annum and turnaround
expenditures at estimated $10 million per annum. As of September
30, 2012 pro-forma for the IPO the company had $29 million cash on
its balance sheet. The company has a $240 million committed
borrowing based secured revolving credit facility which matures in
March 2016. Moody's expects the borrowing base to be less, and
remain lower than the commitment amount due to lower levels of
inventory and accounts receivable as a result of the J. Aron
supply and offtake agreement. As of September 30, 2012 ALDW was in
compliance with all maintenance covenants. Moody's expects ALDW
will remain in compliance with its financial covenants, thus
ensuring accessibility to its revolving credit facility.

Alon USA Partner's liquidity is enhanced by a supply and offtake
agreement whereby J. Aron funds the crude purchase for the Big
Spring refinery. This arrangement accounts for a significant
portion of the refinery's crude supply. Moody's believes there is
little concern this agreement will be canceled by either party in
the near term but if it was, substantial inventory would need to
be financed by ALDW in a reasonably short time. In this were to
occur, traditional sources of capital such as bank revolving
credit facilities and trade credit would need to be readily
available to finance the working capital assets as they move back
on balance sheet. Alternate liquidity is limited given that
substantially all of the company's assets are pledged.

Under Moody's Loss Given Default Methodology (LGD), ALDW's term
loan is rated B2, equal to its CFR. The B2 senior term loan rating
reflects both ALDW's overall probability of default, to which
Moody's assigns a PDR of B2, and a loss given default of LGD4 -
50%. The ALDW term loan is secured by the property, plant and
equipment of the Big Spring refinery. The loan has a second lien
on working capital, while ALDW's revolving credit facility has the
first lien on the working capital and second lien on the property,
plant and equipment. In the event of a distressed situation, the
term loan creditors will need to rely on the intrinsic value of
the Big Spring refinery. A ready buyer cannot be assured. It is
for that reason that Moody's considers asset recovery for the term
loan to be inferior to that of ALDW's revolving credit facility
and the J. Aron supply and offtake agreement. Hence, Moody's has
incorporated a deficiency assumption of 25% for recovery in
Moody's LGD analysis for the term loan rating.

Alon USA Partner's stable outlook assumes that it will continue to
demonstrate consistent operating performance and remain moderately
leveraged. The stable outlook also assumes that all future
acquisitions and major growth capital expenditures are adequately
funded with equity.

ALDW's MLP business model and single asset refinery risks limit
ratings upside given that any unforeseen prolonged downtime and
the company's high payout model could have a significant impact on
sufficient cash flow to service debt and capital needs. A
modestly-levered acquisition of another refinery could add the
operational diversity and scale that would lead to an upgrade.

ALDW's ratings could be downgraded if leverage materially rises or
liquidity weakens due to a prolonged period of unplanned downtime,
debt funding of an acquisition, capital spending requirement or
excessive material distributions, or a prolonged period of margin
softness.

Alon Refining Krotz Springs

ARK's B3 CFR reflects single refinery risk and the lower
complexity and profitability of the Krotz Springs refinery. ARK's
refinery financial performance has improved significantly recently
with the transportation of 25,000 to 30,000 bbls/day of WTI crude
supply to the refinery. This discounted crude has significantly
increased the gross margin of the refinery and allowed the
refinery to run at higher utilization rates, thereby reducing unit
operating cost. Nevertheless, despite recent performance
improvements and the crude supply boost, Moody's believes ARK's
profitability and utilization levels will continue to be
constrained relative to debt levels.

ARK's liquidity profile is constrained by the volatility and
cyclicality of the refining business. In addition, ARK has limited
sources of liquidity as a stand-alone entity, with no revolving
credit facility. However, ARK's liquidity is enhanced by a supply
and offtake agreement whereby J. Aron funds the purchase of crude
for the Krotz Springs refinery. This arrangement accounts for
almost all of the refinery's crude supply. Moody's believes there
is little concern this agreement will be canceled by either party
in the near term but if it was, substantial inventory would need
to be financed by ARK in a reasonably short time. ARK relies
solely on parent company ALJ as a source of liquidity in event of
a disruption or cancellation of the J. Aaron agreement. Alternate
liquidity is limited given that substantially all of the company's
assets are pledged.

Under Moody's LGD Methodology, ARK's secured notes is rated B3,
equal to its CFR. The B3 notes rating reflects both ARK's overall
probability of default, to which Moody's assigns a PDR of B3, and
a loss given default of LGD3 - 49%. ARK's secured notes have a
first lien on the Krotz Springs refinery, whereas the J. Aron
supply and offtake agreement has a first lien on the Krotz Springs
working capital. In the event of a distressed situation, the
secured notes will need to rely on the intrinsic value of the
Krotz Springs refinery. A ready buyer cannot be assured. Hence,
Moody's considers asset recovery for the secured notes to be
inferior to that of the J. Aron supply and offtake agreement at
ARK. Considering the history of Gulf Coast refinery transactions
and ARK's leverage profile, Moody's has incorporated a deficiency
assumption of 50% for recovery in Moody's LGD analysis for the
secured notes rating.

Alon Refining Krotz Springs' stable outlook assumes that it will
demonstrate consistent operating performance over the next 12-18
months, with a steady to declining leverage profile trend. The
stable outlook also assumes that all future acquisitions and major
growth capital expenditures are adequately funded with equity.

To achieve a rating upgrade ARK must demonstrate sustained higher
levels of profitability and lower debt levels. Future major
acquisition and capital expenditures should be adequately funded
with cash flow and/or equity while ARK continues with its original
strategy of acquisition debt repayment.

ARK's ratings could be downgraded if leverage materially rises due
to downtime, debt funding of an acquisition, capital spending
requirements, or a prolonged period of margin softness.

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

Alon USA Partners, LP is controlled and majority owned by Alon USA
Energy, Inc. Alon Refining Krotz Springs is wholly-owned by Alon
USA Energy, Inc, Texas. Alon USA Energy, Inc. is headquartered in
Dallas, Texas.


AMERICAN AIRLINES: Equity Holders May See Recovery
--------------------------------------------------
Counsel for AMR Corporation and certain of the Company's direct
and indirect domestic subsidiaries, including American Airlines,
Inc. and AMR Eagle Holding Corporation, delivered a letter dated
Jan. 3, 2013, to Brian S. Masumoto, Trial Attorney for the U.S.
Department of Justice, Office of the United States Trustee,
Southern District of New York.

The letter from AMR's counsel, Harvey R. Miller, Esq., at Weil,
Gotshal & Manges LLP, reads:

"Reference is made to our letters dated December 20, 2011 and
January 10, 2012, respectively.  Those letters were responsive to
inquiries made by your office as to the request made by a
shareholder of record of AMR Corporation (Mr. Simon Mark
Tabashnick) for the appointment of an equity committee in the
pending chapter 11 cases.  Reference also is made to related
correspondence concerning the shareholder request from Skadden
Arps Slate Meagher & Flom LLP, as attorneys for the Official
Committee of Unsecured Creditors of AMR, et al. (UCC).  On behalf
of the Debtors, our letters opposed the appointment of an equity
committee on the primary ground that there did not appear to be a
substantial likelihood that [equity holders of AMR] would receive
any meaningful distribution in the chapter 11 cases under a strict
application of the absolute priority rule.  In addition, we noted
that equity holders appeared able to adequately represent their
interests in the chapter 11 cases without an official statutory
committee.

"Since January of 2012, the Debtors have made remarkable progress
in stabilizing their businesses and improving their prospects.  As
you know from media reports, the Debtors, the UCC and others are
currently in the process of exploring strategic alternatives to
effectuate the reorganization of the Debtors, as contemplated by
the provisions of chapter 11 of the Bankruptcy Code. In that
connection, it appears that the value of the Debtors has
significantly appreciated.  Depending upon the ultimate strategic
alternative adopted and pursued, there exists a reasonable
possibility that there may be value for AMR equity holders
consistent with the absolute priority rule.

"Accordingly, and in the interests of full transparency, we have
concluded that it is appropriate to advise you of the change in
circumstances concerning the potential economic interests of AMR
equity holders.

"Should you have any questions concerning the above, please do not
hesitate to contact us."

                         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 APPAREL: December Comparable Store Sales Hiked by 14%
--------------------------------------------------------------
American Apparel, Inc., announced preliminary comparable sales for
the month ended Dec. 31, 2012, and reported that comparable store
sales increased 14%, including a 9% increase in comparable store
sales for its retail store channel and a 59% increase in net sales
for its online channel.  Wholesale net sales increased 12% for the
month of December and total net sales increased 14% to $63.5
million.  For the year ended Dec. 31, 2012, total net sales
increased 13% to $616.7 million, with a 15% increase in comparable
store sales, and a 12% increase in wholesale net sales.

"December represents our 19th consecutive month of positive
comparable sales," said Dov Charney, chairman and chief executive
of American Apparel, Inc.  "Good performance was achieved in all
our businesses: retail, wholesale, and online.  We experienced
sales growth in almost all major markets and product categories.
Our comparable store sales increase in retail and online is
particularly important considering our performance last December
when we had comparable store sales of 12%.  We believe we can
continue making store productivity gains and see comparable same
store sales increase in all channels through 2013.  Additionally,
we expect to see corresponding improvements in gross margin
through leverage of fixed overhead at the factory and store
level."

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

                        http://is.gd/VTW94h

                      About American Apparel

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

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

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

The Company reported a net loss of $39.31 million in 2011, and a
net loss of $86.31 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$333.64 million in total assets, $319.76 million in total
liabilities and $13.87 million in total stockholders' equity.


AMERICAN REALTY: Seeks More Time to File Exit Plan
--------------------------------------------------
Patrick Fitzgerald at Dow Jones' DBR Small Cap reports that
American Realty Trust wants more time behind the shield of
bankruptcy to figure out how to pay off a judgment from a failed
apartment building sale.

The Bankruptcy Court has set Feb. 15, 2013, as the deadline for
any individual or entity to file non-governmental proof of claims
against the Debtor.

                    About American Realty Trust

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc.  Coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago, American Realty Trust, Inc.,
filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883)
in Las Vegas on Jan. 26, 2012.  The case was later dismissed on
Aug. 1 by Judge Mike K. Nakagawa.  Creditors David M. Clapper,
Atlantic XIII, LLC, and Atlantic Midwest, LLC, sought the
dismissal, citing, among other things, the Debtor has been
stripped of assets prepetition and its ownership structure changed
10 days before the bankruptcy filing in an admitted effort to
avoid disclosures to the Securities and Exchange Commission.

American Realty Trust then filed for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 12-71453) on Aug. 29, 2012.  Bankruptcy Judge
Barbara Ellis-Monro presides over the case.  Bryan E. Bates, Esq.,
and Gary W. Marsh, Esq. at McKenna Long & Aldridge, LLP represent
the Debtor in its restructuring effort.  The petition was signed
by Steven A. Shelley, vice president.


AMERICAN SUZUKI: Committee Taps Irell & Manella as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of American Suzuki Motor Corporation has retained Irell &
Manella LLP as its counsel.

Jeffrey M. Reisner, a partner at I&M will be responsible for I&M's
representation of the Committee.  Mr. Reisner tells the Court that
the hourly rates of I&M's personnel are:

         Partners                                  Hourly Rate
         --------                                  -----------
         Jeffrey M. Reisner                           $975
         Alan J. Friedman                             $965
         Mitch Cohen                                  $935

         Associates                                Hourly Rate
         ----------                                -----------
         Kerri A. Lyman                               $750
         Benjamin Simler                              $495
         Colin Murray                                 $495
         Michael McMahon                              $395

         Paralegals                                Hourly Rate
         ----------                                -----------
         Lori S. Gauthier                             $245

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

                         About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

The Debtor also filed a plan of reorganization together with the
petition.  Under the proposed Plan, the Motorcycles/ATV and Marine
Divisions will remain largely unaffected including the warranties
associated with the products.  NounCo, Inc., a wholly owned
subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
Divisions and the parts and service components of the Automotive
Division.  The restructured Automotive Division intends to honor
automotive warranties and authorize the sale of genuine Suzuki
automotive parts and services to retail customers through a
network of parts and service only dealerships that will provide
warranty services.

Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6
reassigning the case to Judge Scott Clarkson.  ASMC's legal
advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP,
and its financial advisor is FTI Consulting, Inc.  Nelson Mullins
Riley & Scarborough LLP is serving as special counsel on
automobile dealer and industry issues.  Further, ASMC has proposed
the appointment of Freddie Reiss, Senior Managing Director at FTI
Consulting, as chief restructuring officer, and has also added two
independent Board members to assist it through this period.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc.,
is the claims and notice agent.  The Debtor has retained Imperial
Capital, LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.

Frank Cadigan, Assistant U.S. Trustee for Region 16, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee tapped to retain Irell & Manella LLP as
its counsel, and AlixPartners, LLC as its financial advisor.

Jan. 7, 2013, was the deadline for creditors to submit proofs of
claims.  Governmental units have until May 6 to submit proofs of
claims.


AMERICAN SUZUKI: Committee Taps AlixPartners LLC as Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of American Suzuki Motor Corporation has retained
AlixPartners, LLC as its financial advisor.

Alixpartners will, among other things:

   -- advise and assist the Committee in its analysis and
      monitoring of the Debtor's historical, current and projected
      financial affairs, including without limitation, schedules
      of assets and liabilities, statement of financial affairs,
      periodic operating reports, analyses of cash receipts and
      disbursements and analyses of cash flow forecasts;

   -- analyze the Debtor's business plans, including prospective
      financial statements and the related underlying assumptions
      and support thereto; and

   -- develop periodic monitoring reports to enable the Committee
      to effectively evaluate the Debtor's performance on an
      ongoing basis.

AlixPartners' fee structure is based on the firm's standard hourly
rates:

         Managing Directors                   $815 - $970
         Directors                            $620 ? $760
         Vice Presidents                      $455 ? $555
         Associates                           $305 - $405
         Analysts                             $270 ? $300

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

                       About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

The Debtor also filed a plan of reorganization together with the
petition.  Under the proposed Plan, the Motorcycles/ATV and Marine
Divisions will remain largely unaffected including the warranties
associated with the products.  NounCo, Inc., a wholly owned
subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
Divisions and the parts and service components of the Automotive
Division.  The restructured Automotive Division intends to honor
automotive warranties and authorize the sale of genuine Suzuki
automotive parts and services to retail customers through a
network of parts and service only dealerships that will provide
warranty services.

Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6
reassigning the case to Judge Scott Clarkson.  ASMC's legal
advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP,
and its financial advisor is FTI Consulting, Inc.  Nelson Mullins
Riley & Scarborough LLP is serving as special counsel on
automobile dealer and industry issues.  Further, ASMC has proposed
the appointment of Freddie Reiss, Senior Managing Director at FTI
Consulting, as chief restructuring officer, and has also added two
independent Board members to assist it through this period.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc.,
is the claims and notice agent.  The Debtor has retained Imperial
Capital, LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.

Frank Cadigan, Assistant U.S. Trustee for Region 16, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee tapped to retain Irell & Manella LLP as
its counsel, and AlixPartners, LLC as its financial advisor.

Jan. 7, 2013, was the deadline for creditors to submit proofs of
claims.  Governmental units have until May 6 to submit proofs of
claims.


AMERICAN SUZUKI: Taps RLM Finsbury as Communications Consultant
---------------------------------------------------------------
American Suzuki Motor Corporation sought approval from the U.S.
Bankruptcy Court for the Central District of California to employ
RLM Finsbury, LLC as communications consultant.

RLM will render consulting services on behalf of the Debtor.

Patrick S. Gallagher, Chief Administration Officer of RLM, tells
the Court that the hourly rates of the professionals most likely
to work on the matter are:

         Partners                          $675 - $1,000
         Principals                        $480 -   $575
         Senior Vice Presidents            $395 -   $475
         Vice Presidents                   $280 -   $375
         Senior Associates                 $250 -   $275
         Associates                        $180 -   $250
         Account Executives                $125 -   $175

To the best of the Debtor's knowledge, RLM does not hold or
represent any interest adverse to the Debtor or to the estate on
the matters for which its employment is proposed.

                       About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

The Debtor also filed a plan of reorganization together with the
petition.  Under the proposed Plan, the Motorcycles/ATV and Marine
Divisions will remain largely unaffected including the warranties
associated with the products.  NounCo, Inc., a wholly owned
subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
Divisions and the parts and service components of the Automotive
Division.  The restructured Automotive Division intends to honor
automotive warranties and authorize the sale of genuine Suzuki
automotive parts and services to retail customers through a
network of parts and service only dealerships that will provide
warranty services.

Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6
reassigning the case to Judge Scott Clarkson.  ASMC's legal
advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP,
and its financial advisor is FTI Consulting, Inc.  Nelson Mullins
Riley & Scarborough LLP is serving as special counsel on
automobile dealer and industry issues.  Further, ASMC has proposed
the appointment of Freddie Reiss, Senior Managing Director at FTI
Consulting, as chief restructuring officer, and has also added two
independent Board members to assist it through this period.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc.,
is the claims and notice agent.  The Debtor has retained Imperial
Capital, LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.

Frank Cadigan, Assistant U.S. Trustee for Region 16, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee tapped to retain Irell & Manella LLP as
its counsel, and AlixPartners, LLC as its financial advisor.

Jan. 7, 2013, was the deadline for creditors to submit proofs of
claims.  Governmental units have until May 6 to submit proofs of
claims.


AMERICAN SUZUKI: Consulting Omni OK'd as Claims Noticing Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized American Suzuki Motor Corporation to employ Consulting
Omni Bankruptcy, a division of Rust Consulting, Inc., as claims,
noticing, and balloting agent.

                       About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

The Debtor also filed a plan of reorganization together with the
petition.  Under the proposed Plan, the Motorcycles/ATV and Marine
Divisions will remain largely unaffected including the warranties
associated with the products.  NounCo, Inc., a wholly owned
subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
Divisions and the parts and service components of the Automotive
Division.  The restructured Automotive Division intends to honor
automotive warranties and authorize the sale of genuine Suzuki
automotive parts and services to retail customers through a
network of parts and service only dealerships that will provide
warranty services.

Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6
reassigning the case to Judge Scott Clarkson.  ASMC's legal
advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP,
and its financial advisor is FTI Consulting, Inc.  Nelson Mullins
Riley & Scarborough LLP is serving as special counsel on
automobile dealer and industry issues.  Further, ASMC has proposed
the appointment of Freddie Reiss, Senior Managing Director at FTI
Consulting, as chief restructuring officer, and has also added two
independent Board members to assist it through this period.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc.,
is the claims and notice agent.  The Debtor has retained Imperial
Capital, LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.

Frank Cadigan, Assistant U.S. Trustee for Region 16, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee tapped to retain Irell & Manella LLP as
its counsel, and AlixPartners, LLC as its financial advisor.

Jan. 7, 2013, was the deadline for creditors to submit proofs of
claims.  Governmental units have until May 6 to submit proofs of
claims.


AMERIFORGE GROUP: Moody's Assign 'B2' CFR/PDR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service has assigned a first time Corporate
Family Rating and Probability of Default Rating of B2 to
Ameriforge Group Inc., a manufacturer of products for the oil and
gas, general industrial, power generation, and
aerospace/transportation markets. Concurrently, Moody's has
assigned a B1 rating to the company's new $82.5 million revolver
and to its $350 million 7 year first lien term loan. The $150
million second lien term loan was rated Caa1. The rating outlook
is stable. Proceeds from the transaction along with over $400
million in equity provided by First Reserve and its affiliates
will go towards funding the acquisition of Ameriforge.

Ratings Rationale

The B2 CFR reflects the cyclical nature of the oil and gas
markets, integration risks associated by the company's historical
growth through acquisition strategy, and its small size relative
to the market and relative to its larger competitors. Sales for
2011 only totaled $339 million although proforma for its 2011
acquisitions, total revenues for 2012 are expected to be above
$600 million. The acquisitions support vertical integration and
improve manufacturing and marketing scale. Nevertheless, the
company competes against much larger players in a very large end
market.

The ratings reflect Moody's expectation for the company's 2013
Debt/EBITDA to be around 4 times with free cash flow generation
between 5% and 8%. EBITDA coverage of interest for 2013 is
estimated to be around 3 times. The rate of deleveraging is
anticipated to initially be hindered by large expansion related
capital expenditures and acquisitions.

The following ratings/assessments have been assigned:

Corporate Family Rating, B2

Probability of Default Rating, B2

$82.5 million revolver rated B1 LGD 3-36%

$350 million term loan A rated B1 LGD 3-36%

$150 million second lien term loan rated Caa1, LGD5-85%

The rating outlook is stable.

The facilities are jointly and severally guaranteed by the parent
and each of the Borrower's existing and future direct or indirect
domestic subsidiaries. The revolver and term loan are secured by a
first priority interest in substantially all the tangible and
intangible assets of the borrower and the guarantors while the
second lien term loan is secured on the same assets on a second
lien basis.

The stable outlook reflects Moody's view that the company's
performance is likely to strengthen within the current rating over
the next 12 months. Ameriforge has grown meaningfully through
acquisitions that were executed in 2011 and are still in the
integration process. Moreover, Moody's anticipates further
acquisitions and expansionary capital expenditures to constrain
the level of cash flow available to reduce debt. The outlook also
reflects the company's good liquidity due to its high revolver
availability and good headroom under its covenants.

What Could Pressure The Ratings

If the company's leverage was to increase to above 5 times on a
projected basis or EBITDA coverage of interest was anticipated to
be sustained below 2 times, the ratings and/or outlook could be
adversely affected. A decrease in year-over-year margins could
also pressure the ratings, particularly if it is accompanied by
revenue contraction. Additionally, a large debt financed
acquisition could also pressure the ratings or the rating outlook.

What Could Cause Positive Ratings Traction

Sustained EBITDA coverage of interest above 3 times along with
free cash flow to debt of over 7.5% and leverage under 3.5 times
would be necessary for positive ratings traction to occur.

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

Ameriforge Group Inc., headquartered in Houston, Texas, is a
manufacturer of mission-critical products for a number of segments
within the oil and gas, general industrial, power generation, and
Aerospace/Transportation segment. Revenues for the LTM period
ended in September 20, 2012 totaled over $700 million when
including the acquisitions executed in 2012. Reported revenues for
2011 totaled $339 million.


ATP OIL: Paul Bulmahn Steps Down as Executive Chairman
------------------------------------------------------
Paul Bulmahn, the Executive Chairman and Chairman of the Board of
ATP Oil & Gas Corporation informed the Company's Board of
Directors of his decision to step down as the Executive Chairman
effective Dec. 31, 2012.  Mr. Bulmahn will continue to serve as
the Chairman of the Board.

                           About ATP Oil

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

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Porter Hedges LLP serves as local
co-counsel.  Munsch Hardt Kopf & Harr, P.C., is the conflicts
counsel.  Opportune LLP is the financial advisor and Jefferies &
Company is the investment banker.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Blackhill Partners, LLC, provided
James R. Latimer, III as chief restructuring officer to the
Debtor.  Filings with the Bankruptcy Court and claims information
are available at http://www.kccllc.net/atpog

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.  In its schedules,
the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445
in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.  Duff & Phelps Securities, LLC, serves as its financial
advisors.  The Committee tapped Epiq Bankruptcy Solutions, LLC as
its information agent.


AVIS BUDGET: Zipcar Acquisition No Impact on Fitch Ratings
----------------------------------------------------------
Fitch Ratings believes there is no impact on the ratings of Avis
Budget Group, Inc., and its debt-issuing subsidiary Avis Budget
Car Rental, LLC following ABG's announcement on Jan. 2, 2013 of
its intent to acquire the outstanding shares of Zipcar, Inc. (ZIP)
for $12.25 per share, totaling approximately $500 million. A
complete list of ratings appears at the bottom of this release.

ABG has agreed to acquire ZIP, a leading car-sharing network,
representing a transaction value totaling approximately $500
million. ABG intends to finance the purchase price primarily
through incremental corporate debt borrowings. The combination is
expected to produce $50 million to $70 million in annual synergies
through lowering fleet costs, increasing utilization across the
two companies, and increased incremental revenues, which Fitch
believes is achievable given ABG's track record of managing
operating leverage. The acquisition is subject to approval by
regulators and ZIP shareholders, and is expected to be completed
in the spring of 2013.

Fitch views the ZIP acquisition to be neutral to ABG's current
ratings, as the transaction is not expected to result in a
significant increase in cash flow leverage. On a pro forma basis,
corporate debt-to-annualized adjusted EBITDA, assuming $60 million
of potential synergies, would increase approximately a quarter
turn from 3.6x to 3.9x as of Sept. 30, 2012. Net of cash, leverage
is expected to rise from 2.9x to 3.2x, which remains within ABG's
articulated leverage target of between 3x and 4x.

Fitch believes the acquisition is strategically complementary, as
it expands ABG's current daily and weekly car rentals to include
ZIP's hourly product offerings. In addition, Fitch expects ABG's
standalone near-term operating performance will improve, given the
continued strength of the used vehicle market and the company's
efforts to optimize fleet utilization and operating efficiencies.

RATING DRIVERS AND SENSITIVITIES

Positive rating actions would be driven by ABG's ability to
sustain improvements in operating leverage and liquidity, maintain
appropriate capitalization and economic access to funding in the
capital markets, and its ability to achieve proposed synergies and
manage expected integration costs. Fitch would also view
positively ABG's ability to manage net leverage, as measured by
net corporate debt-to-adjusted EBITDA below its articulated range
in the longer term.

Conversely, negative rating actions could result from a material
deterioration in revenue and cash flow generation resulting from
declines in passenger volumes, rental rates and used car values
which impair ABG's access to funding, liquidity, and/or
capitalization. A meaningful and sustained increase in net
leverage over and above ABG's articulated range could also yield
negative rating actions.

Fitch currently has these ratings:

Avis Budget Group, Inc.

  -- Long-term Issuer Default Rating (IDR) 'B+'.

Avis Budget Car Rental, LLC

  -- Long-term IDR 'B+';
  -- Secured term loan 'BB+/RR1';
  -- Senior secured debt 'BB+/RR1';
  -- Senior unsecured debt 'B+/RR4'.

The Rating Outlook is Positive.


BEALL CORPORATION: Washington Agency Wants Case Dismissed
---------------------------------------------------------
The State of Washington Department of Revenue asks the U.S.
Bankruptcy Court for the District of Oregon to dismiss Beall
Corporation's Chapter 11 case, for failing to remit the August
2012 sales tax in the amount of $13,481.22 (due Sept. 25, 2012)
and the September 2012 sales tax in the amount of $10,816.15 (due
Oct. 25, 2012), in violation of 11 U.S.C. Sec. 1112(a)(4)(1) and
28 U.S.C. Sec. 959(b).

                      About Beall Corporation

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.  The Debtor disclosed
$14,015,232 in assets and $28,791,683 in liabilities as of the
Chapter 11 filing.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BEITH FARM: Case Summary & 4 Unsecured Creditors
------------------------------------------------
Debtor: Beith Farm, LLC
        3221 Fiday Road
        Joliet, IL 60431

Bankruptcy Case No.: 13-00263

Chapter 11 Petition Date: January 4, 2013

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

Judge: Janet S. Baer

Debtor's Counsel: Steven B. Towbin, Esq.
                  SHAW FISHMAN GLANTZ & TOWBIN, LLC
                  321 N. Clark Street, Suite 800
                  Chicago, IL 60654
                  Tel: (312) 276-1333
                  Fax: (312) 980-3888
                  E-mail: stowbin@shawfishman.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 four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb13-00263.pdf

The petition was signed by Amy Jean Capista, manager.


BERRY PLASTICS: Named Pine Creek Partner to Board of Directors
--------------------------------------------------------------
Berry Plastics Group, Inc., announced the appointment of Carl J.
Rickertsen to its Board of Directors.  Mr. Rickertsen is a
managing partner of Pine Creek Partners, a private equity
investment firm based in Washington, D.C.

Mr. Rickertsen has worked in private equity since 1987.  Prior to
founding Pine Creek Partners, he was chief operating officer and
partner of Thayer Capital Partners, a Washington, D.C.-based
private equity investment firm.  Mr. Rickertsen was a founding
partner of three Thayer investment funds totaling over $1.4
billion and is a published author.

"I am very proud to join the board of this exciting company," said
Rickertsen.  "Not only is Berry Plastics a leading global
manufacturer and marketer of packaging products today, there is
also much growth ahead for the Company as it continues to
research, develop, and bring to market new and innovative customer
solutions."

Mr. Rickertsen has been a member of the board of directors of
MicroStrategy (NASDAQ: MSTR), since October 2002.  He joined the
Apollo Senior Credit Fund (NYSE: AFT) board in 2011 and the board
of Noranda (NYSE: NOR) in 2012.  Mr. Rickertsen was formerly a
board member of publicly-traded companies Convera Corporation, a
search-engine software company, UAP Holding Corp., a distributor
of agriculture products, and Homeland Security Capital
Corporation, a specialized technology provider to government and
commercial customers.

"We are pleased to have Rick join Berry Plastics' Board of
Directors and serve on our Board's Audit Committee," said Jon
Rich, Chairman and CEO of Berry Plastics.  "Rick brings with him a
wealth of knowledge gained from his 25 years in the private equity
sector and in his capacity of serving on boards of publicly traded
companies.  His knowledge, experience, and insight will be
beneficial to Berry as we pursue our deleveraging and strategic
growth initiatives."

Mr. Rickertsen graduated with distinction from Stanford University
and Harvard Graduate School of Business, obtaining a BS in
Industrial Engineering from Stanford and MBA from Harvard.

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at Sept. 29, 2012, showed
$5.10 billion in total assets, $5.55 billion in total liabilities,
$23 million in redeemable shares, and a $475 million total
stockholders' deficit.

                           *     *     *

Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service.  Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BIG M INC: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Big M, Inc.
        dba Mandee Stores
        dba Annie sez
        dba Afaze
        12 Vreeland Avenue
        Totowa, NJ 07512

Bankruptcy Case No.: 13-10233

Chapter 11 Petition Date: January 6, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Kenneth A. Rosen, Esq.
                  LOWENSTEIN SANDLER LLP
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2500
                  Fax: (973) 597-2400
                  E-mail: krosen@lowenstein.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Glenn R. Langberg, chief restructuring
officer.

Debtor's List of 30 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
CIT Group/Commercial      Factor                 $1,980,601
Services Inc.
11 West 42nd St., 12F
New York, NY 10036

G III Leather             Trade                  $578,864
1000 Secaucus Road
Secaucus, NJ 07094

Ambiance Apparel          Trade                  $470,202
930 Towne Avenue
Fed Ex: 2542-4727-8
Los Angeles, CA 90021

Alva Partnership          Lease                  $426,420
6911 Eighth Avenue
Brooklyn, NY 11204

Wells Fargo Financial     Factor                 $338,188
100 Park Avenue, 3rd Flr
New York, NY 10017

Milberg Factors           Factor                 $286,721
99 Park Avenue, 21st Flr
New York, NY 10016

Epicor Retail Solutions   Trade                  $241,181
Corp.

Sterling Factors Corp.    Factor                 $213,949

Acadia Marcus Ave LLC     Lease                  $203,521

Prime Business Credit     Factor                 $183,279

Joe Benbasset Inc.        Trade                  $178,120

Amanda Vinci              Trade                  $173,612

Hana Financial            Factor                 $142,883

Columbia Place LLC        Lease                  $137,324

Alan & Jeffrey Resnick    Lease                  $136,456

Imperial Fragrances, LLC  Trade                  $134,236

Have Fashion Inc.         Trade                  $121,310

KIOP Merrick LP           Lease                  $119,868

Millburn Realty Assoc.    Lease                  $116,484

Levin Management Corp.    Lease                  $114,280

KIR Glen Cove 025, LLC    Lease                  $111,479

Sunbeam Packaging         Trade                  $108,084

Treeco/Center, LP         Lease                  $102,020

XOXO Kellwood Company     Trade                  $101,772

Poof Apparel Corp.        Trade                  $101,428

East 8th Group LLC        Trade                  $100,993

Soho Fashion Ltd.         Trade                  $98,888

Midway Shopping           Lease                  $98,350
Center LP

IBM Credit LLC            Lease                  $97,698

Laundry Service           Trade                  $94,200


BRAFFITS CREEK: Meeting of Creditors Continued Until Jan. 17
------------------------------------------------------------
The U.S. Trustee for Region 17 continued until Jan. 17, 2013, at
12 p.m., the meeting of creditors in the Chapter 11 case of
Braffits Creek Estates, LLC.

Las Vegas, Nevada-based Braffits Creek Estates, LLC is a single
asset real estate that owns raw land located 3200 Subdivision, in
Iron County, Utah.

The Company filed for Chapter 11 protection (Bankr. D. Nev.
Case No. 12-19780) on Aug. 23, 2012.  Bankruptcy Judge Bruce A.
Markell presides over the case.  David J. Winterton, & Assoc.,
Ltd., represents the Debtor's restructuring effort.  The Debtor
disclosed $25,003,800 in assets and $33,959,140 in liabilities as
of the Chapter 11 filing.


BRANCHBURG COMMERCE: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Branchburg Commerce Park, LLC
        110 Woodfern Road, Box 25
        Neshanic Station, NJ 08853

Bankruptcy Case No.: 13-10187

Chapter 11 Petition Date: January 4, 2013

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

Judge: Raymond T. Lyons, Jr.

Debtor's Counsel: David L. Bruck, Esq.
                  GREENBAUM, ROWE, SMITH & DAVIS, LLP
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881
                  E-mail: bankruptcy@greenbaumlaw.com

Scheduled Assets: $3,615,245

Scheduled Liabilities: $2,647,065

A copy of the Company's list of its 10 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb13-10187.pdf

The petition was signed by Samuel Ornstein, manager.


CALYPTE BIOMEDICAL: Inks New Contracts With CEO and CFO
-------------------------------------------------------
Calypte Biomedical Corporation entered into employment agreements
with Adel Karas, its President and Chief Executive Officer and a
member of its Board of Directors, and Kartlos Edilashvili, its
Chief Financial Officer and a member of its Board of Directors,
each effective on Jan. 1, 2013.

The agreement with Mr. Karas provides that he will be employed as
President and Chief Executive Officer, based in Dubai, United Arab
Emirates, reporting to the Board of Directors.  The agreement
requires Mr. Karas to devote substantially all reasonable and
necessary time, efforts, skills and attention for the benefit of
and with his primary attention to the affairs of the Company.

Under his agreement, Mr. Karas is entitled to a base salary of
$90,000 per year, increased to $180,000 at such time as the
Company achieves profitability.

Mr. Karas's agreement prohibits him from competing with the
Company during his employment and for a period of 12 months
thereafter in the event of his termination for Cause or six months
thereafter in all other events.

Mr. Edilashvili's agreement is substantially identical to Mr.
Karas's, except as follows: (i) Mr. Edilashvili is employed as
Chief Financial Officer reporting to the Chief Executive Officer;
(ii) his initial base salary is $50,000, increasing to $100,000
when the Company achieves profitability; and (iii) he will be
entitled to six months of salary continuation in the event his
employment is terminated by the Company other than for cause or by
Mr. Edilashvili for good reason.

                      About Calypte Biomedical

Portland, Oregon-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus ("HIV")
infection.

Following the Company's 2011 results, OUM & Co. LLP, in San
Francisco, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring operating
losses and negative cash flows from operations, and management
believes that the Company's cash resources will not be sufficient
to sustain its operations through 2012 without additional
financing.

The Company reported a net loss of $693,000 in 2011, compared with
net income of $8.84 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.95
million in total assets, $6.43 million in total liabilities, and a
$4.48 million total stockholders' deficit.

                         Bankruptcy Warning

The Company said in the 2011 annual report that, in July 2010 the
Company entered into a series of agreements providing for (i) the
restructuring of the Company's outstanding indebtedness to Marr
and SF Capital and (ii) the transfer of the Company's interests in
the two Chinese joint ventures, Beijing Marr and Beijing Calypte,
to Kangplus.  Under the Debt Agreement, $6,393,353 in outstanding
indebtedness was agreed to be converted to 152,341,741 shares of
the Company's common stock, and the Company's remaining
indebtedness to Marr, totaling $3,000,000 was cancelled.  In
consideration for that debt restructuring, the Company transferred
its equity interests in Beijing Marr to Kangplus pursuant to the
Equity Transfer Agreement and transferred certain related
technology to Beijing Marr.  The Company has also agreed to
transfer its equity interests in Beijing Calypte to Marr
or a designate of its choosing.  The transactions contemplated by
the Debt Agreement and the Equity Transfer Agreement are subject
to Chinese government registration of the transfer of the equity
interests.  This registration has now been approved, and the
Shares were issued in March 2012.  Under the debt agreement with
SF Capital, $2,008,259 in outstanding indebtedness was converted
to 47,815,698 shares of the Company's common stock.

Notwithstanding this debt restructuring, the Company's significant
working capital deficit and limited cash resources place a high
degree of doubt on its ability to continue its operations.  In
light of the Company's existing operations and financial
challenges, the Company is exploring strategic and financing
options.  Failure to obtain additional financing will likely cause
the Company to seek bankruptcy protection.


CARY CREEK: Files for Chapter 11 in North Carolina
--------------------------------------------------
Cary Creek Limited Partnership sought Chapter 11 protection
(Bankr. E.D.N.C. Case No. 13-00041) on Jan. 3, 2013.

Cary Creek is the owner of 1009 acres of land located adjacent to
the west boundary of NC Highway 55 immediately sought of its
interchange with NC-540/I-540, in Cary, Wake County, North
Carolina.  The property is managed by American Asset Corporation.

The primary secured creditor is Bank of America, N.A.  BoA has a
first mortgage lien on the Debtor's property.

According to the case docket, there's a meeting of creditors under
11 U.S.C. Sec. 341(a) on Jan. 29, 2013, at 10:00 a.m.  Proofs of
claim are due April 29.  Governmental entities are required to
send in claims by July 2.

The Debtor has been ordered to submit a Chapter 11 plan and
disclosure statement by April 3, 2013.  A status hearing is set
for Jan. 10, 2013, at 10:00 a.m.

Cary Creek is seeking joint administration of its Chapter 11 case
with the consolidated Chapter 11 cases of Brier Creek Corporate
Center Associates Limited Partnership, et al.

Cary Creek, Brier Creek Debtors are parties to litigation pending
in the Bankruptcy Court against BofA, Adv. Pro No. 12-00121.  The
BofA litigation was instituted on Oct. 13, 2011, in Mecklenburg
County Superior Court, and was removed and subsequently
transferred to the Bankruptcy Court after the Brier Creek Debtors
filed for Chapter 11 bankruptcy protection in March 2012.  Cary
Creek is related to the Brier Creek Debtors through common
ownership, common property management, and common secured and
unsecured creditors.

                    About Brier Creek Corporate

Brier Creek Corporate Center Associates Limited, Whitehall
Corporate Center #4, LLC, and seven other related entities filed
for Chapter 11 protection (Bankr. E.D.N.C. Lead Case No. 12-01855)
on March 9, 2012.  The Debtors own real property located in Wake
County, North Carolina and Mecklenburg County, North Carolina.  In
most instances, the real property owned by the Debtors consists of
land upon which is constructed commercial or industrial buildings
consisting of office, service or retail space.

The affiliates that also sought bankruptcy protection are: Brier
Creek Office #4, LLC; Brier Creek Office #6, LLC; Service Retail
at Brier Creek, LLC; Service Retail at Whitehall II L.P.; Shopton
Ridge 30-C, LLC; Whitehall Corporate Center #4, LLC; Whitehall
Corporate Center #5, LLC; and Whitehall Corporate Center #6, LLC.

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

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


CARY CREEK: Proposes Northen Blue as Bankruptcy Counsel
-------------------------------------------------------
Cary Creek Limited Partnership is seeking approval from the
Bankruptcy Court to hire John A. Northen and the firm of Northen
Blue, LLP, as bankruptcy counsel.

The firm will represent the Debtor in connection with the
restructuring of existing secured and unsecured debt in the
context of a Chapter 11 proceeding.  With respect to the pending
litigation with Bank of America, the firm expects to associate the
firm of Rayburn Cooper & Durham, P.A., as special counsel due to
RC&D's existing representation of the Debtor in that matter.

Mr. Northen's hourly rate is $450 per hour and Vicki L. Parrott is
$350 per hour.

The firm received an initial retainer of $15,000, of which $4,707
has been expended in payment of prepetition services and expenses.

Mr. Northen and the firm represent no other entity in connection
with the Chapter 11 cases, represents or holds no interest adverse
to the interest of the estates with respect to the matters on
which they are to be employed, and are disinterested as that term
is defined in 11 U.S.C. Sec. 101.

                         About Cary Creek

Cary Creek Limited Partnership sought Chapter 11 protection
(Bankr. E.D.N.C. Case No. 13-00041) on Jan. 3, 2013.  Cary Creek
is the owner of 1009 acres of land located adjacent to the west
boundary of NC Highway 55 immediately sought of its interchange
with NC-540/I-540, in Cary, Wake County, North Carolina.  The
property is managed by American Asset Corporation.


CARY CREEK: Proposes Bidencope as Appraiser
-------------------------------------------
Cary Creek Limited Partnership is seeking approval from the
Bankruptcy Court to hire Damon Bidencope and the firm of Bidencope
& Associates to prepare a written appraisal and to the extent
needed, supporting testimony in deposition and a trial, with
respect to the fair market value of the Debtor's property.

Bidencope has agreed to represent the Debtor for the following
compensation:

    a. A flat fee in the amount of $2,500 for the written
       appraisal.

    b. Additional compensation for time and expenses incurred in
       connection with preparation for and testimony in deposition
       or at trial, at customary hourly rates, and subject to
       allowance and approval in accordance with the provisions of
       the Bankruptcy Code.

The appraiser represents or holds no interest adverse to the
interests of the estate or with respect to the matters on which he
is to be employed, and is disinterested as that term is defined in
11 U.S.C. Sec. 101.

                         About Cary Creek

Cary Creek Limited Partnership sought Chapter 11 protection
(Bankr. E.D.N.C. Case No. 13-00041) on Jan. 3, 2013.  Cary Creek
is the owner of 1009 acres of land located adjacent to the west
boundary of NC Highway 55 immediately sought of its interchange
with NC-540/I-540, in Cary, Wake County, North Carolina.  The
property is managed by American Asset Corporation.


CBS I LLC: To Refinance U.S. Bank Loan Under Second Amended Plan
----------------------------------------------------------------
CBS I, LLC, has filed a second amended disclosure statement in
support of its reorganization plan dated Nov. 14, 2012.

The disclosure statement hearing is scheduled for Jan. 23, 2013,
at 9:30 a.m.

The classification and treatment of claims under the plan are:

     A. Uncassified claims, consisting of administrative claims
        and priority tax claims, will be paid the allowed amount
        in cash on or prior to the Effective Date, or receive
        other treatment as agreed by the Holder of the Allowed
        Priority Claim and the Debtor.

     B. Allowed Secured Claims of U.S. Bank will receive a U.S.
        Bank Refinanced Secured Loan evidenced by the Plan and the
        Plan Confirmation Order, which will be secured by the U.S.
        Bank Property.  The U.S. Bank Refinanced Secured Loan will
        modify the U.S. Bank Loan to allow Debtor to obtain
        secondary financing on the Property of up to $750,000 in
        the future in order to repair, remodel, and make capital
        improvements to the Property.

     C. Allowed General Unsecured Deficiency Claims will only
        include Deficiency Claims of U.S. Bank to the extent
        Allowed by the Court, separate from all other General
        Unsecured Creditors.  Holders of Class 2 Allowed General
        Unsecured Deficiency Claims will receive payment of 5% of
        their Allowed Deficiency Claim without interest or
        $99,884.95.  This amount will be paid in 60 equal monthly
        payments in the amount of $1,664.75 to begin on the first
        of the month immediately following the Effective Date of
        the Plan.

     D. Other Allowed General Unsecured Claims will only include
        (i) Holders of Allowed General Unsecured Claim's listed in
        Debtor's Schedules as Creditors Holding Unsecured
        Nonpriority Claims that are not disputed, contingent, or
        unliquidated; and (ii) Claims resulting from rejection of
        executory contracts and unexpired leases.  Holders of
        Class 3 Other Allowed General Unsecured Claims will
        receive payment of 100% of their filed claim to be paid in
        six months after entry of the confirmation order with
        simple interest at a rate of 3%.

     E. Insider Unsecured Claims will receive no payments
        pursuant to this Plan.

A copy of the disclosure statement is available for free at:

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

                           About CBS I

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

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

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

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


CHAPALA INC: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Chapala, Inc.
        dba Supermercado Y Carniceria Chapala
        7117 N. Clark
        Chicago, IL 60626

Bankruptcy Case No.: 13-00423

Chapter 11 Petition Date: January 6, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Midong Michael Choi, Esq.
                  SHINWON LAW
                  921 Oakton
                  Elk Grove Village, IL 60007
                  Tel: (847) 434-0100
                  Fax: (847) 239-7928
                  E-mail: puter808@sbcglobal.net

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

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

A list of the Company's seven largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ilnb13-00423.pdf

The petition was signed by Miguel Hernandez, president, secretary.


CENTURY SHREE: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Century Shree Corp.
        dba Hampton Inn & Suites
        2366 Cedar Street
        Rawlins, WY 82301

Bankruptcy Case No.: 13-20008

Chapter 11 Petition Date: January 4, 2013

Court: U.S. Bankruptcy Court
       District of Wyoming (Cheyenne)

Debtor's Counsel: Ken McCartney, Esq.
                  THE LAW OFFICES OF KEN MCCARTNEY, P.C.
                  P.O. Box 1364
                  Cheyenne, WY 82003
                  Tel: (307) 635-0555
                  Fax: (307) 635-0585
                  E-mail: bnkrpcyrep@aol.com

Scheduled Assets: $5,819,324

Scheduled Liabilities: $8,337,177

A copy of the Company's list of its 18 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wyb13-20008.pdf

The petition was signed by Falgun Patel, president.


CONQUEST SANTA FE: Has Interim Nod to Use LPP Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona granted
Conquest Santa Fe, L.L.C., interim authorization to use cash
collateral of secured lender LPP Mortgage, Ltd.

The Debtor will use cash collateral to pay ordinary, necessary and
customary expenses relating to operations of the Hyatt Place Santa
Fe Hotel, in Santa Fe, New Mexico.  The Debtor will not use cash
collateral to pay any insiders or affiliates or any fees of
professionals.

As adequate protection for the Debtor's use of cash collateral,
LLP Mortgage is granted fully perfected replacement liens, in an
amount equal to the Cash Collateral used by the Debtor, of the
same nature and priority as the liens that LPP held prepetition.

LPP Mortgage is the successor in interest to the loans.  In
January 2010, the original lender, Charter Bank of Santa Fe, was
closed by the Office of Thrift Supervision, and the Federal
Deposit Insurance Corporation was named receiver.  The FDIC, as
receiver, assigned the loan to Charter Bank of Albuquerque, NM, a
subsidiary of Beal Financial Corp., effective Jan. 22, 2010.
Effective Oct. 14, 2011, New Charter was merged with and into Beal
Bank, SSB, with Beal Bank as the surviving entity.  Beal Bank, as
successor-by-merger to New Charter, then assigned the loan to Beal
Nevada Corp., which then assigned the loan to LPP Mortgage.

                      About Conquest Santa Fe

Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-24937) in Tucson, Arizona, Nov. 16, 2012,
estimating at least $10 million in assets and liabilities.
Judge Eileen W. Hollowell presides over the case.  Frederick J.
Petersen, Esq., and Lowell E. Rothschild, Esq., at Mesch, Clark &
Rothschild, P.C., preside over the case.  The petition was signed
by Morris Eigen, member.


CONQUEST SANTA FE: Hiring MC&R as Counsel
-----------------------------------------
Conquest Santa Fe, L.L.C., asks the U.S. Bankruptcy Court for the
District of Arizona for authorization to employ Mesch, Clark &
Rothschild, P.C., as its counsel.

MC&R will render these services:

   a. To give the Debtor legal advice with respect to its power
      and duties in the continued operation and management of its
      properties.

   b. To take necessary action to recover certain property and
      money owed to the Debtor, if necessary.

   c. To represent the Debtor in litigation.

   d. To prepare on behalf of the Debtor, the necessary
      applications, answers, complaints, orders, reports,
      disclosure statement, plan of reorganization, motions, and
      other legal papers.

   e. To perform all other legal services that the Debtor deems
      necessary.

The hourly rates of MC&R attorneys and staff who may work on this
case and their hourly rates are:

     Lowell E. Rothschild, Esq.          $550
     Scott H. Gan, Esq.                  $450
     Frederick J. Petersen, Esq.         $425
     Partners                        $300 to $550
     Associates                      $175 to $295
     Paralegals                          $180
     Legal Assistants                 $85 to $115
     Law Clerks                          $100

MC&R does not represent any other entity having an adverse
interest in connection with the Debtor's case.

                      About Conquest Santa Fe

Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-24937) in Tucson, Arizona, Nov. 16, 2012,
estimating at least $10 million in assets and liabilities.
Judge Eileen W. Hollowell presides over the case.  Frederick J.
Petersen, Esq., and Lowell E. Rothschild, Esq., at Mesch, Clark &
Rothschild, P.C., preside over the case.  The petition was signed
by Morris Eigen, member.


CONQUEST SANTA FE: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Conquest Santa Fe, L.L.C., has filed with the Bankruptcy Court a
list of its 20 largest unsecured creditors:

   Entity                          Type of Claim    Claim Amount
   ------                          -------------    ------------
Graham Mechanical                  Vendor             $33,143.95

Blueline Construction              Vendor             $23,279.00

Granite Creations                  Vendor             $14,177.90

Sysco                              Vendor              $4,399.99

Ecolab Equipment Care              Vendor              $1,630.73

United Healthcare                  Vendor              $1,446.52

MSI                                Vendor              $1,058.33

Velocity                           Vendor                $896.90

Lodgenet Interactive Co            Vendor                $622.08

Zarape LLC                         Vendor                $530.12

Thyssenkrupp Elevator Corp         Vendor                $481.56

Color Glo Int'l                    Vendor                $308.34

Tri State Music & Video            Vendor                $240.89

USA Today                          Vendor                $218.13

Navital Lease Finance Corp         Vendor                $166.97

Southern Wine & Spirits            Vendor                $145.20
of New Mexico

Cintas Corporation                 Vendor                $130.41

Vistar                             Vendor                $128.03

The Santa Fe New Mexican           Vendor                 $78.13

HD Supply Facilities                                      $61.88
Maintenance Ltd

                      About Conquest Santa Fe

Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-24937) in Tucson, Arizona, Nov. 16, 2012,
estimating at least $10 million in assets and liabilities.
Judge Eileen W. Hollowell presides over the case.  Frederick J.
Petersen, Esq., and Lowell E. Rothschild, Esq., at Mesch, Clark &
Rothschild, P.C., preside over the case.  The petition was signed
by Morris Eigen, member.


CONQUEST SANTA FE: Hiring W&H for New Mexico Litigation
-------------------------------------------------------
Conquest Santa Fe, L.L.C., asks the U.S. Bankruptcy Court for the
District of Arizona for authorization to employ Walcott & Henry,
P.C., through Donald A. Walcott, Esq., and Charles V. Henry, Esq.,
as special counsel to the Debtor in relation to pending litigation
in the United States District Court of New Mexico, LLP Mortgage,
Ltd. v. Conquest Santa Fe, L.L.C., et al., Case No. 12-CV-00260.

To the best of the Debtor's knowledge, W&H does not represent or
hold any interest adverse to the Debtor or to its estate with
respect to the New Mexico Litigation in which W&H is to be
employed, and that W&H has no connection with the creditors, any
other parties-in-interest, any of their respective attorneys, or
any person employed in the office of the United States Trustee.

The Debtor's bankruptcy counsel, Mesch, Clark & Rothschild, P.C.,
transferred a portion of its retainer funds in the amount of
$2,500 to be held as a retainer by W&H.

W&H attorneys and staff who may work on the New Mexico Litigation
and their hourly rates are:

     Donald A. Walcott, Esq.          $250.00
     Charles V. Henry, Esq.           $200.00

                      About Conquest Santa Fe

Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-24937) in Tucson, Arizona, Nov. 16, 2012,
estimating at least $10 million in assets and liabilities.
Judge Eileen W. Hollowell presides over the case.  Frederick J.
Petersen, Esq., and Lowell E. Rothschild, Esq., at Mesch, Clark &
Rothschild, P.C., preside over the case.  The petition was signed
by Morris Eigen, member.


CONQUEST SANTA FE: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Conquest Santa Fe, L.L.C., filed with the Bankruptcy Court for the
District of Arizona its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,000,000
  B. Personal Property            $1,052,967
  C. Property Claimed as
     Exempt
  D. Creditors Holding                             $6,820,636
     Secured Claims
  E. Creditors Holding                                $26,079
     Unsecured Priority
     Claims
  F. Creditors Holding                             $2,823,142
     Unsecured Non-priority
     Claims
                                 -----------      -----------
        TOTAL                    $12,052,967       $9,669,857

                      About Conquest Santa Fe

Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-24937) in Tucson, Arizona, Nov. 16, 2012,
estimating at least $10 million in assets and liabilities.
Judge Eileen W. Hollowell presides over the case.  Frederick J.
Petersen, Esq., and Lowell E. Rothschild, Esq., at Mesch, Clark &
Rothschild, P.C., preside over the case.  The petition was signed
by Morris Eigen, member.




COUGAR SPRINGS: Case Summary & 17 Unsecured Creditors
-----------------------------------------------------
Debtor: Cougar Springs Ranch, LLC
        aka Grove Creek Ranch
        P.O. Box 2506
        Grand Junction, CO 81502

Bankruptcy Case No.: 13-10100

Chapter 11 Petition Date: January 4, 2013

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

Judge: Elizabeth E. Brown

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: $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 17 largest unsecured creditors
is available for free at http://bankrupt.com/misc/cob13-10100.pdf

The petition was signed by Rosemarie Elisabeth Glas.


CRAWFORDSVILLE LLC: Case Has Natural Pork's Committee
-----------------------------------------------------
According to a notice, the United States Trustee for Region 12
appointed the Official Committee of Unsecured Creditors previously
appointed in the case of Natural Pork Production II, LLP, to serve
as the committee in the case of Crawfordsville, LLC.

As reported in the Oct. 17, 2012 edition of the TCR, members of
the creditors committee in Natural Pork's cases are:

       1. Alan Axelrod
          Acting Chairperson
          400 Alton Road, Suite 603
          Miami Beach, FL 33139
          Tel:  (786) 216-7091
          E-mail: alan@axelrodinvestments.com

       2. Aribe & Manuela Axelrod
          c/o Alan Alexlrod
          1201 S. Ocean Drive, Suite 2201N
          Hollywood, FL 33013
          Tel:  (786) 216-7091
          E-mail: alan@axelrodinvestments.com

       3. Frederick W.W. Bolander
          c/o Gabriel Ventures Partners
          350 Marine Pkwy, Suite 200
          Redwood City, CA 94065
          Tel:  (650) 551-5010
          E-mail: rbolander@gabrielvp.com

       4. R II B Family, LLC
          c/o Rick Bolander
          Gabriel Ventures Partners
          350 Marine Pkwy, Suite 200
          Redwood City, CA 94605
          Tel:  (650) 551-5010
          E-mail: rbolander@gabrielvp.com

       5. Revocable Trust of Frederick & Rinske Bolander
          c/o Gabriel Ventures Partners
          350 Marine Pkwy, Suite 200
          Redwood City, CA 94065
          Tel:  (650) 551-5010
          E-mail: rbolander@gabrielvp.com

                       About Crawfordsville

Crawfordsville, LLC, and three affiliates sought Chapter 11
protection (Bankr. S.D. Iowa Lead Case No. 12-03748) in Council
Bluffs, Iowa, on Dec. 7, 2012.

Crawfordsville filed schedules disclosing $5.17 million in assets
and $32.2 million in liabilities, including $19.6 million owed to
secured creditors.  The Debtor owns parcels of land in Montgomery
County, Indiana.

A debtor-affiliate, Brayton LLC, disclosed assets of $14.2 million
and liabilities of $27.8 million in its schedules.  The Debtor
owns the 20-acre of land and buildings known as Goldfinch Place in
Audobon County, Iowa, which is valued at $1.68 million.  The
schedules say the company has $10.5 million in claims for
disgorgement and damages resulting from fraudulent conveyances and
preferential payments to dissociated partners.

Crawfordsville, et al., are subsidiaries of hog raiser Natural
Pork Production II, LLP, which filed for Chapter 11 bankruptcy
(Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012, in Des
Moines.


D MEDICAL: CFO Dana to Resign Due to Disputes on Duties
-------------------------------------------------------
D. Medical Industries Ltd. announced that its current chief
financial officer, Mr. David Dana, has notified the Company of his
decision to terminate his employment with the Company, effective
as of March 3, 2013.  Mr. Dana stated in his resignation letter
that the reason for his resignation is a dispute concerning the
performance of his duties.

                          About D. Medical

D. Medical -- http://www.dmedicalindustries.com/-- is a medical
device company that holds through its subsidiaries a portfolio of
products and intellectual property in the area of insulin and drug
delivery.  D. Medical has developed durable and semi-disposable
insulin pumps, which continuously infuse insulin into a patient's
body, using its proprietary spring-based delivery technology.  D.
Medical believes that its spring-based delivery mechanism is cost-
effective compared to the motor and gear train mechanisms that
drive competitive insulin pumps and also allows it to incorporate
certain advantageous functions and design features in its insulin
pumps.

The Company reported a net loss of NIS 48.30 million on
NIS 1.51 million of sales for 2011, compared with a net loss of
NIS 45.89 million on NIS 1.26 million of sales for 2010.

The Company's balance sheet at Sept. 30, 2012, showed
NIS8.7 million in total assets, NIS7.7 million in total
liabilities, and equity of NIS1.0 million.

As reported by the Troubled Company Reporter on July 18, 2012,
Kesselman & Kesselman, in Haifa, Israel, expressed substantial
doubt about D. Medical Industries Ltd.'s ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses and negative cash flows from
operations.


DAYTOP VILLAGE: Plan Filing Exclusivity Expires Jan. 10
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, for the second time, Daytop Village Foundation
Incorporated, et al.'s exclusive periods to file and solicit
acceptances for the proposed plan or plans of reorganization until
Jan. 10, 2013, and March 15, respectively.

Previously, the Official Committee of Unsecured Creditors objected
to the Debtor's motion for an extension, stating that, among other
things: (i) the Debtors have failed to make sufficient progress on
their restructuring to justify a further sixty day extension of
exclusivity; (ii) the Debtors continue to lose approximately
$400,000 per month thereby further jeopardizing any recovery for
creditors; and (iii) the continuation of sole exclusivity for the
Debtors is impeding the Committee's ability to explore
alternatives which are consistent with the Debtor's healthcare
mission and its duty to maximize creditor recoveries.

                       About Daytop Village

Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

Judge Shelley C. Chapman presides over the Chapter 11 cases.
Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  The Debtors'
Restructuring and Management Officer is Marotta Gund Budd Dezera
LLC.  The petition was signed by Michael Dailey, chief executive
officer.

Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in
assets and $45.03 million of liabilities.  DVF has $42.20 million
in assets and $32.00 million in liabilities as of Jan. 31, 2012.

Island Funding II, the DIP lender, is represented by Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP.  Counsel to the
prepetition lender Signature Bank is Stephen D. Brodie, Esq., at
Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn &
Hessen LLP.  Counsel to the prepetition lender Hudson Valley Bank
is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C.

The Official Committee of Unsecured Creditors was formed April 17,
2012.  Bendinger & Schlesinger, Inc., is the chair of the
Committee.  Alvarez & Marsal Healthcare Industry Group LLC is the
Committee's financial advisor.  Robinson Brog Leinwand Greene
Genovese & Gluck P.C. is the Committee's counsel.

Eric M. Huebscher was appointed Patient Care Ombudsman in the
case.


DEWEY & LEBOEUF: Has Go-Signal to Solicit Plan Votes
----------------------------------------------------
Dewey & LeBoeuf LLP on Monday received the green light to solicit
votes on its plan of liquidation.

Bankruptcy Judge Martin Glenn approved the disclosure statement
relating to Dewey's Second Amended Chapter 11 Plan of Liquidation.
The Court held a hearing Jan. 3 to consider adequacy of the
information provided in the Disclosure Statement.

Dewey filed the Second Amended Plan on Monday.

"The Disclosure Statement, as it may have been or may be further
modified to reflect changes made or ordered on the record at the
hearing on the Disclosure Statement, contains 'adequate
information' within the meaning of section 1125(a) of the
Bankruptcy Code," the judge said in an 18-page order.

Judge Martin also approved this timeline to confirm the
Liquidation Plan:

     Jan. 3, 2013                        Voting Record Date

     Jan. 10, 2013; 32 calendar days     Mailing Solicitation
     prior to the Voting Deadline and    Packages
     Plan Objection Deadline

     Jan. 21, 2013; 21 calendar days     Deadline for Publication
     prior to the Voting Deadline and    of the Confirmation
     Plan Objection Deadline             Hearing Notice

     Jan. 21, 2013 at 5:00 p.m.          Deadline to File Claims
     prevailing Eastern Time;            Estimation Motion
     21 calendar days prior to the
     Voting Deadline and Plan
     Objection Deadline

     Feb. 4, 2013; 7 calendar days       Deadline to File
     prior to the Voting Deadline        Plan Supplement

     Feb. 11, 2013 at 5:00 p.m.          Voting Deadline
     prevailing Eastern Time;
     11 business days prior to the
     Confirmation Hearing

     Feb. 13, 2013 at 5:00 p.m.          Plan Objection Deadline
     prevailing Eastern Time;
     9 business days prior to the
     Confirmation Hearing

     Feb. 19, 2013 at 5:00 p.m.          Deadline for Epiq to
     prevailing Eastern Time;            File the Tabulation
     6 business days prior to the        Affidavit and Cure
     Confirmation Hearing                Claims Bar Date

     Feb. 20, 2013 at 12 noon            Deadline for Replies
     prevailing Eastern Time;            to Confirmation
     5 business days prior to            Objections
     the Confirmation Hearing

     Feb. 27, 2013 at 10:00 a.m.              Confirmation Hearing
     prevailing Eastern Time

In the Amended Plan outline filed Monday, the Debtor cautioned
that the range of estimated recoveries are based upon, inter alia,
the assumed effectuation of the partner contribution plans,
receivables collection recoveries, asset disposition recoveries
and the favorable resolution of certain claims and causes of
action.  The Debtor said the estimated recoveries assume the
aggregate cost of administering the Bankruptcy Case through the
Effective Date and Allowed Priority Claims will be roughly $55
million.  To the extent those administrative costs and Priority
Claims exceed those estimates, Section 7.10 of the Plan allocates
the funding of overages between Secured Lenders and holders of
Allowed General Unsecured Claims.

The Debtor also disclosed that as of Jan. 3, 2013, the Debtor had
received roughly 2,500 requests for files relating to roughly
37,000 client matters contained within roughly 82,000 boxes of
off-site files and roughly 1,500 requests for electronic records.
Notwithstanding the passing of the Bankruptcy Court's approved
deadline (of Sept. 11, 2012) for submission of retrieval forms,
the Debtor continued to accept requests through the end of
December 2012.  The Debtor estimates that roughly 345,000 boxes of
off-site files remain at the storage facilities.

The Debtor has negotiated a budget with the Secured Lenders and
the Creditors' Committee which includes the costs to destroy
(shred) unclaimed files.  The Debtor has filed a request
authorizing the Debtor or, after the Plan Effective Date, the
Liquidating Trustee to destroy, with the Debtor's off-site storage
facilities' cooperation, unclaimed files that are unnecessary to
wind-down the Estate.

In separate orders, the Bankrupcy Court authorized Dewey to reject
a software contract with Microsoft Licensing, GP.

The Court also granted Dewey an extension of the time period
provided by Fed.R.Bankr.Proc. Rule 9027 within which the Debtor
may file notices of removal of related proceedings under
Bankruptcy Rules 9006 and 9027(a)(2), up to and including March 4,
2013.

                       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 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.  A second iteration was filed Jan. 7, 2013.

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.

The first 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.

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


DLT PROPERTIES: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: DLT Properties, Inc.
        P.O. Box 283
        Alcoa, TN 37701

Bankruptcy Case No.: 13-50008

Chapter 11 Petition Date: January 3, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  HAGOOD, TARPY & COX, PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  E-mail: ltarpy@htandc.com

Scheduled Assets: $1,010,615

Scheduled Liabilities: $1,661,352

The Company's list of its five largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/tneb13-50008.pdf

The petition was signed by Darrell Tipton, president.


DVORKIN HOLDINGS: Court Okays Seyfarth Shaw as Trustee's Counsel
----------------------------------------------------------------
Gus A. Paloian, the Chapter 11 Trustee of Dvorkin Holdings LLC,
sought and obtained approval from the U.S. Bankruptcy Court to
employ Seyfarth Shaw LLP as counsel.

The Chapter 11 Trustee said it needs counsel to represent him in
the performance of his duties, the liquidation of certain assets,
and, as may be appropriate, confirmation of a chapter 11 plan.
Additionally, the Trustee anticipates the need to initiate
litigation to recover funds that are property of the Estate, but
which were not disclosed in the Debtor's schedules and have not
been willingly returned thereto.

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

The firm's rates are:

    Professional        Position/Practice Area 2012         Rate
    ------------        ---------------------------         ----
    Gus A. Paloian       Partner/Bankruptcy               $600.00
    Jason J. DeJonker    Partner/Bankruptcy               $480.00
    Jason P. Stiehl      Partner/Litigation               $435.00
    James B. Sowka       Associate/Bankruptcy             $395.00
    Christopher J.       Harney Associate/Bankruptcy      $370.00
    Andrew Connor        Paralegal/Bankruptcy             $265.00
    Jennifer M. McManus  Paralegal/Bankruptcy             $255.00
    Alice Shepro Case    Assistant/Bankruptcy              $90.00

                    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, served as counsel to the Debtor.
The petition was signed by Loran Eatman, vice president of DH-EK
Management Corp.

The Bankruptcy Court in October 2012 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.
Lender, FirstMerit Bank, N.A., also sought appointment of a
chapter 11 trustee.


EARTHBOUND HOLDINGS: S&P Lowers Corporate Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on San Juan Bautista, Calif.-based
Earthbound Holding III LLC to 'B-' from 'B'.  The outlook is
developing.

"We also lowered our issue-level rating on Earthbound's senior
secured credit facility to 'B' from 'B+'.  The recovery rating
remains at '2', indicating our expectations for substantial (70%
to 90%) recovery in the event of a payment default," S&P said.

On Sept. 30, 2012, Earthbound had approximately $333 million of
total debt outstanding.

"The downgrade reflects our belief that Earthbound will have
difficulty complying with its financial covenants over the near
term, given its weaker-than-expected operating performance and
continued tight covenant cushion," said Standard & Poor's credit
analyst Jeffrey Burian.

Earthbound reports that its operating performance for fiscal year
2012 through Sept. 30, 2012, is below the company's budget,
primarily due to retail pricing pressures, raw material cost
increases, and operating inefficiencies.  "We had expected
Earthbound's covenant cushion to improve in the second half of
2012, but we estimate that the cushion level was very limited at
the end of the third quarter and we believe that the company may
not be able to remain in compliance with its covenants if
operating performance does not improve.  In addition, Earthbound's
leverage covenant level becomes more restrictive at the end of the
first quarter of 2013.  Although the company possesses limited
equity cure rights, Earthbound has not announced plans to exercise
these rights or restore covenant cushion via any type of amendment
process," S&P added.

"The developing outlook reflects our concern that Earthbound may
be unable to remain in compliance with its leverage covenant over
the near-term, given its weakened operating performance and
upcoming leverage covenant step-down.  If the company is unable to
demonstrate a credible plan to remedy its covenant cushion and
potential compliance issues in the near-term, we could consider
lowering its ratings further or revising our liquidity assessment
to weak.  Alternatively, we could raise the ratings if the company
is able to develop a credible plan to restore and sustain covenant
cushion levels to at least 15% through improved EBITDA or an
amendment of its covenant test levels," S&P noted.


ELCOM HOTEL & SPA: Files Ch. 11 to Sell Bal Harbor Hotel Lot
------------------------------------------------------------
Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031)
early this month, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

In 2011, the hotel lot was taken over by a receiver, Jorge J.
Perez.  BMC-The Benchmark Management Company, as the receiver's
agent, has maintained and operated the hotel lot on the Debtor's
behalf.

The Debtors are seeking joint administration of their Chapter 11
cases.

Elcom Hotel estimated assets and liabilities of less than
$50 million.  The Debtor owes OBH Funding, LLC, $1.8 million on a
mortgage and F9 Properties, LLC, formerly known as ANO, LLC, $9
million on a mezzanine loan secured by a lien on the ownership
interests in the project's owner.  OBH Funding and ANO are owned
by Thomas D. Sullivan, the manager of the Debtors.

OBH Funding consents to the Debtors' use of cash collateral.

The Debtors say the receiver, during his tenure, has failed to
maximize the hotel lot revenues.  Every budget he has prepared
calls for the hotel lot to operate at a substantial loss.

According to a court filing, the Debtors intend to pursue a sale
transaction with the assistance of Alvarez & Marsal Real Estate
Advisory Services LLC and A&M's Embree C. "Chuck" Bedsole;
however, the Debtors have not excluded any possible exit
strategies, including an internal reorganization.


ELCOM HOTEL & SPA: Proposes Kozyak Tropin as Ch. 11 Counsel
-----------------------------------------------------------
Elcom Hotel & Spa, LLC and Elcom Condominium, LLC, are seeking
approval to hire Kozyak, Tropin & Throckmorton, P.A., as general
bankruptcy counsel nunc pro tunc to Jan. 2, 2013.

KT&T's professionals will provide services on an hourly basis, at
rates comparable to those the firm uses for comparable matters.
Currently, the rates for KT&T attorneys range from $250 to $600
per hour, and the rate for non-attorneys is $200.

On Dec. 5, 2012, the firm received a $150,000 prepetition retainer
from the Debtors' manager, Thomas D. Sullivan.

The firm attests it has no connection with the Debtor's creditors
or other parties in interest and their respective attorneys.

                         About Elcom Hotel

Elcom Hotel & Spa, LLC and Elcom Condominium, LLC sought Chapter
11 protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031)
on Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel estimated assets and liabilities of less than
$50 million. The Debtor owes OBH Funding, LLC, $1.8 million on
a mortgage and F9 Properties, LLC, formerly known as ANO, LLC,
$9 million on a mezzanine loan secured by a lien on the ownership
interests in the project's owner.  OBH Funding and ANO are owned
by Thomas D. Sullivan, the manager of the Debtors.


ELCOM HOTEL & SPA: Has Duanne Morris as Real Estate Counsel
-----------------------------------------------------------
Elcom Hotel & Spa, LLC and Elcom Condominium, LLC, are seeking
permission from the Bankruptcy Court to hire Duane Morris LLP as
special litigation, real estate, and hospitality counsel, nunc pro
tunc to the Chapter 11 petition date.

Duane Morris' professionals will provide services on an hourly
basis, at rates comparable to those the firm uses for comparable
matters.  Currently, the rates for Duane Morris attorneys range
from $285 to $580 per hour, and the rate for non-attorneys is
$225.

Duane Morris has represented the Debtors on an hourly basis in the
receivership action prepetition, and in several other significant
prepetition litigation matters.

The Debtors are seeking to engage Duanne Morris as special counsel
under 11 U.S.C. Sec. 327(e) and not as bankruptcy counsel pursuant
to Sec. 327(a).  Therefore the Debtors submit that the fact that
Duane may not be "disinterested" does not preclude its employment
as special litigation counsel.

                         About Elcom Hotel

Elcom Hotel & Spa, LLC and Elcom Condominium, LLC sought Chapter
11 protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031)
on Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel estimated assets and liabilities of less than
$50 million. The Debtor owes OBH Funding, LLC, $1.8 million on
a mortgage and F9 Properties, LLC, formerly known as ANO, LLC,
$9 million on a mezzanine loan secured by a lien on the ownership
interests in the project's owner.  OBH Funding and ANO are owned
by Thomas D. Sullivan, the manager of the Debtors.


ELCOM HOTEL & SPA: A&M's Chuck Bedsole to Serve as CRO
------------------------------------------------------
Elcom Hotel & Spa, LLC and Elcom Condominium, LLC, are seeking
permission from the Bankruptcy Court to hire Alvarez & Marsal Real
Estate Advisory Services, LLC, to provide the services of Embree
C. "Chuck" Bedsole as chief restructuring officer and provide
additional personnel.

The Debtors have determined that the services of experienced
restructuring managers will substantially enhance their attempts
to maximize the value of their estates.

A&M and Mr. Bedsole served as the asset manager for One Bal
Harbour from November 2006 to June 2008, and are intimately
familiar with the Debtors' financial affairs.

A&M's engagement personnel will support the Debtors with respect
to:

  (a) asset management services;

  (b) assisting the Debtors' finance personnel in a financial
      review of the business;

  (c) assist in the identification and execution of cost reduction
      and operational improvement opportunities;

  (d) assist in various real estate rationalization initiatives;

  (e) assist in performance of cost/benefit analyses related to
      non-store executory contracts.

A&M will be paid by the Debtors for the services of its personnel
at their customary hourly billing rates:

                                  Hourly Rate
                                  -----------
     Managing Director            $675 to $875
     Directors                    $475 to $675
     Associate/Consultant         $375 to $475
     Analyst                      $275 to $375

In addition to the hourly rates, A&M will be paid a success fee in
the amount of the greater of 3% of the Company's assets sold or
$500,000.  However, the success fee will not be payable with
respect to any sale or disposition of the assets to take place on
or before Dec. 31, 2013 to (i) Mark Pordes; (ii) Capella Hotel
Group; (iii) Stoneleigh Capital; (iv) Auberge Resorts; (v) East
Coast Realty Ventures, LLC; or (vi) Metro 1 Properties, Inc.

Neither Mr. Bedsole nor the firm has any connection with the
Debtor's creditors or other parties in interest in their
respective attorneys.

The firm may be reached at:

         ALVAREZ & MARSAL REAL ESTATE ADVISORY SERVICES LLC
         2100 Ross Venue, 21st Floor
         Dallas, TX 75201
         Tel: +1 214 438 1000
         Fax: +1 214 438 1001

                         About Elcom Hotel

Elcom Hotel & Spa, LLC and Elcom Condominium, LLC sought Chapter
11 protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031)
on Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel estimated assets and liabilities of less than
$50 million. The Debtor owes OBH Funding, LLC, $1.8 million on
a mortgage and F9 Properties, LLC, formerly known as ANO, LLC,
$9 million on a mezzanine loan secured by a lien on the ownership
interests in the project's owner.  OBH Funding and ANO are owned
by Thomas D. Sullivan, the manager of the Debtors.


ELITE PHARMACEUTICALS: Director Quits for Personal Reasons
----------------------------------------------------------
Ram Potti resigned from the board of directors of Elite
Pharmaceuticals, Inc., citing personal reasons.  In his
resignation, Mr. Potti expressed that he remains committed in his
support of Elite as he was while a director of the company.

                    About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported a net loss attributable to common
shareholders of $15.05 million for the year ended March 31, 2012,
compared with a net loss attributable to common shareholders of
$13.58 million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $10.07
million in total assets, $31.87 million in total liabilities and a
$21.80 million total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2012, citing significant losses
resulting in a working capital deficiency and shareholders'
deficit, which raise substantial doubt about the Company's ability
to continue as a going concern.


EMISPHERE TECHNOLOGIES: VP Riley Resigns, Gets $1.4MM From NOLs
-----------------------------------------------------------------
Gary I. Riley resigned as Vice President of Non-Clinical
Development and Applied Biology of Emisphere Technologies, Inc.,
effective on Dec. 31, 2012.  No disagreement existed between Mr.
Riley and the Company that resulted in his resignation, and Mr.
Riley has agreed to continue providing services to the Company in
a consulting capacity.

Meanwhile, on Dec. 18, 2012, the Company received approximately
$1.4 million from the sale of New Jersey State Net Operating
Losses from prior periods through the 2012 Technology Business Tax
Certificate Transfer Program, sponsored by the New Jersey Economic
Development Authority.

                           About Emisphere

Cedar Knolls, N.J.-based Emisphere Technologies, Inc., is a
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules or nutritional supplements using
its Eligen(R) Technology.  These molecules are currently available
or are under development.

The Company's balance sheet at Sept. 30, 2012, showed
$1.29 million in total assets, $68.14 million in total liabilities
and a $66.85 million total stockholders' deficit.

McGladrey and Pullen, LLP, in New York City, expressed substantial
doubt about Emisphere's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses from operations and its total
liabilities exceed its total assets.


ENERGYSOLUTIONS INC: To be Sold to Energy Capital for $338-Mil.
---------------------------------------------------------------
EnergySolutions, Inc., has entered into an agreement to be
acquired by a subsidiary of Energy Capital Partners II, LLC, in
a transaction with an enterprise value of $1.1 billion.  According
to Reuters, the purchase price is $338.5 million.

Under the terms of the agreement, EnergySolutions' shareholders
will receive $3.75 in cash for each share of common stock.  This
represents a premium of approximately 20% over the average closing
share price of EnergySolutions' common stock for the 30 days ended
Jan. 4, 2013.

The definitive acquisition agreement has been unanimously approved
by the EnergySolutions' Board of Directors.

"For our shareholders, this transaction offers compelling value,
representing a substantial premium to our share price over recent
months," stated David Lockwood, CEO and President of
EnergySolutions.  "For our company, this transaction enables us to
continue to execute on our strategic plan by providing the
investment capital to expand and to grow our business.  With over
$7 billion of capital commitments under management, Energy Capital
is one of the largest energy-focused private equity firms in the
world, with extensive knowledge and deep relationships across the
energy and utility sectors.  In addition, as a result of this
transaction, our company becomes part of the ECP network of
portfolio companies, providing the ability to leverage the firm's
management, financial resources and operational expertise.  As a
private company with substantial financial backing, we will be
able to better manage our business for the long-term in order to
serve the best interests of our customers, employees, joint
venture partners and other stakeholders."

"We are excited to acquire EnergySolutions, one of the leading
global environmental and nuclear services companies," said Tyler
Reeder, a Partner at ECP.  "The Company employs an exceptionally
talented workforce experienced in providing critical services to
commercial customers and governmental agencies with a strong track
record of environmental stewardship.  We look forward to investing
capital in support of management's strategic vision to continue to
expand the Company's business both in North America and
internationally.  In particular, we see a tremendous opportunity
for the Company to grow its decommissioning and disposal
businesses in the United States, through strategic partnerships
with large engineering and construction firms, expanding its
services business with governmental agencies, and the rebidding of
Magnox and other opportunities in Europe."

ECP plans to operate EnergySolutions as a standalone business
operation with the current management team remaining in place.

The ECP acquisition of EnergySolutions is subject to customary
closing conditions, including regulatory approvals in the U.S. and
U.K. and clearance under the Hart-Scott-Rodino Act.  In addition,
the transaction is subject to approval by EnergySolutions'
stockholders.

Under the terms of the merger agreement, EnergySolutions may
solicit superior proposals from third parties through Feb. 6,
2013.  The EnergySolutions Board of Directors, with the assistance
of its advisors, will actively solicit acquisition proposals
during this period.  There are no guarantees that this process
will result in a superior proposal.  EnergySolutions and the Board
of Directors do not intend to disclose developments with respect
to the solicitation process unless and until the Board of
Directors has made a decision.

Goldman, Sachs & Co. is serving as financial advisor to
EnergySolutions and Skadden, Arps, Slate, Meagher & Flom LLP is
acting as legal advisor to EnergySolutions.  Morgan Stanley is
serving as financial advisor and Latham & Watkins, LLP, is acting
as legal advisor to ECP.  Morgan Stanley is also committing to
provide senior secured credit facilities to help finance the
acquisition, and will act as a lead arranger and book-runner in
the financing.

                     About EnergySolutions, Inc.

EnergySolutions offers customers a full range of integrated
services and solutions, including nuclear operations,
characterization, decommissioning, decontamination, site closure,
transportation, nuclear materials management, the safe, secure
disposition of nuclear waste, and research and engineering
services across the fuel cycle.

The Company's balance sheet at Sept. 30, 2012, showed
$2.85 billion in total assets, $2.54 billion in total liabilities,
and $311.77 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on June 18, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Salt Lake City-
based EnergySolutions Inc. and its subsidiaries by two notches to
'B' from 'BB-'.  "The downgrade reflects weakening credit metrics
and the added uncertainty stemming from the unexpected change in
management since the company's strategic and financial priorities
are now less clear," said Standard & Poor's credit analyst James
Siahaan.


ENERGYSOLUTIONS INC: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Salt Lake City-based nuclear
services provider EnergySolutions Inc. on CreditWatch with
developing implications.

"The CreditWatch placement follows EnergySolutions' announcement
that it has entered into a definitive agreement to be acquired by
a subsidiary of Energy Capital Partners II," said Standard &
Poor's credit analyst Jim Siahaan.

Energy Capital Partners II is an investment fund of Energy Capital
Partners, an energy-focused private equity sponsor with more than
$7 billion in capital commitments.  According to the terms of the
agreement, EnergySolutions' shareholders will receive $3.75 in
cash for each share of common stock, which, based on 90.3 million
of common shares outstanding reported at Nov. 7, 2012, is
approximately $338.5 million.  The company's adjusted debt at
Sept. 30, 2012 was $583 million, or roughly 3.6x its trailing-12-
months' adjusted EBITDA.  The adjusted debt figure is calculated
net of more than $300 million in restricted cash and includes
approximately $72 million related to the capitalization of
operating leases and asset retirement obligations.
EnergySolutions is permitted to seek superior proposals from third
parties until Feb. 6, 2013.  The acquisition is subject to
customary closing conditions, including regulatory approvals in
the U.S. and U.K. and the approval by EnergySolutions'
stockholders.

"The ratings are on CreditWatch with developing implications. Per
the terms of the agreement, EnergySolutions is permitted to engage
in discussions with other suitors, which may include other
financial sponsors or strategic buyers.  Depending on the final
proposal, the impacts to EnergySolutions' financial risk profile
and operating strategy could prompt us to raise, lower, or affirm
the ratings.  We plan to meet with management to discuss the
acquisition and to resolve the CreditWatch following a review of
the transaction.  We expect to resolve the CreditWatch during the
next several weeks after evaluating the new capital structure, the
sponsor's financial policies, and management's business
strategies," S&P added.


FANNIE MAE: Bank of America's Settlement a Positive, Fitch Says
---------------------------------------------------------------
Fitch Ratings believes Bank of America's recently announced
settlement with Fannie Mae is overall positive for the company.
The settlement amount is below Fitch's expectations under various
stress scenarios.  Fitch believes this settlement substantially
addresses BAC's exposure to mortgage repurchase obligations from
FNM and addresses much of the uncertainty related to this
exposure.

Fitch believes BAC's total consideration to FNM is very manageable
within the context of BAC's capital and earnings generation, and
will also allow management to begin to move from dealing with
legacy issues to focusing more on growing the franchise.

Fitch notes that terms of the settlement are in two parts, which
include a $3.6 billion cash payment to FNM to be made in January
2013 as well as the repurchase of $6.75 billion in residential
mortgage loans sold to FNM, which BAC has valued at less than the
purchase price.

Given existing representation and warranty reserves, this proposed
settlement will increase representation and warranty provision
expense by $2.5 billion in fourth-quarter 2012, which Fitch
believes to be well covered by the company's earnings generation.

This proposed settlement resolves outstanding claims of
$11.2 billion alleged representation and warranty breaches on
residential mortgage loans sold to FNM from Jan. 1, 2000 through
Dec. 31, 2008, as well as potential future claims on 2000 to 2008
originations.

Given that this period includes some of the most problematic
mortgage vintages that BAC has had to resolve over the last few
years, Fitch believes that a large portion of the uncertainty
regarding BAC's potential future liabilities, which under an
extreme stress scenario Fitch noted could be as high as $20
billion, has been reduced.

That said, since that BAC does still have some remaining
litigation risks to other parties, Fitch would still expect some
additional costs going forward. However, Fitch believes BAC's
improved capital, liquidity, and slowly improving earnings, should
provide a buffer to absorb these incremental costs going forward.


FLASH DUTCH: S&P Assigns 'B+' Corp. Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Flash Dutch 2 BV, the co-issuer of the debt that
will finance the acquisition of DuPont's coatings business.

At the same time, based on preliminary terms and conditions, S&P
assigned a senior secured debt rating of 'B+' (the same as the
corporate credit rating) and a recovery rating of '3' to the
following proposed senior secured debt to be co-issued by Flash
Dutch 2 BV and its indirect, wholly owned subsidiary, U.S.
Coatings Acquisition Inc. (together also known as DuPont
Performance Coatings or DPC):

   -- $400 million senior secured revolving credit facility
        maturing 2018;

   -- $2.3 billion senior secured term loan maturing 2020;

   -- EUR150 million senior secured term loan maturing 2020; and

   -- EUR230 million senior secured notes due 2021.

S&P also assigned a 'B-' senior unsecured debt rating (two notches
below the corporate credit rating) and a recovery rating of '6' to
the $1.1 billion of proposed senior unsecured notes due 2021 to be
issued by the same co-issuers.  The outlook is stable.

"The ratings on DPC reflect our assessment of its business risk
profile as satisfactory and its financial risk profile as highly
leveraged," said Standard & Poor's credit analyst Cindy Werneth.
Standard & Poor's assesses its management and strategy as fair.

Together with its global competitors, PPG Industries Inc., BASF
SE, and Akzo Nobel N.V., DPC is a leading manufacturer of coatings
for the auto original equipment manufacturer (OEM) and refinish
markets, as well as for other transportation and industrial
applications, with trailing-12-month sales of nearly $4.3 billion
as of Sept. 30, 2012.  Its strengths include its large market
shares, global presence, and track record of technological
innovation.

In particular, it has a leading share (27%) of the highly
profitable and relatively stable global auto refinish market.

"The outlook is stable.  Although DPC will be highly leveraged,
because we expect relatively stable EBITDA and modest capital
expenditures, it should generate FOCF of between $150 million and
$200 million per year.  We expect total adjusted debt to EBITDA to
remain in the 6.0-6.5x range, which we consider appropriate for
the ratings.  Nevertheless, we would lower the ratings if economic
or auto industry conditions deteriorate or DPC cannot achieve the
standalone cost profile that we expect, including EBITDA margins
averaging 14%-15%.  Our scenario forecasting suggests that this
could occur if revenues increase by about 1.5% in 2013 as we
expect and adjusted EBITDA margins drop below 14% without
prospects for near-term improvement.  We would also lower the
ratings if liquidity is less than adequate," S&P said.


FLORIDA INSTITUTE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead
Debtor: Florida Institute for Neurologic Rehabilitation, Inc.
        P.O. Box 1348
        Wauchula, FL 33873

Bankruptcy Case No.: 13-00102

Chapter 11 Petition Date: January 4, 2013

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

Debtor's Counsel: Craig I. Kelley, Esq.
                  KELLEY & FULTON, P.A.
                  1665 Palm Beach Lakes Boulevard, Suite 1000
                  West Palm Beach, FL 33401
                  Tel: (561) 491-1200
                  Fax: (561) 684-3773
                  E-mail: cik@kelleylawoffice.com

Estimated Assets: $0 to $50,000

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

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
FINR II, Inc.                           13-00103
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000
FING II, Inc.                           13-00107
  Assets: $0 to $50,000
  Debts: $0 to $50,000
FINR III, LLC                           13-00104
FINR III, Inc.                          13-00105

The petitions were signed by Joseph Brennick, president.

A. A copy of Florida Institute's list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flmb13-00102.pdf

B. A copy of FINR II's list of its 15 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb13-00103.pdf

C. A copy of FING II's large unsecured creditor filed with the
petition is available for free at:
http://bankrupt.com/misc/flmb13-00107.pdf


FORT LAUDERDALE BOATCLUB: Court Confirms Plan of Reorganization
---------------------------------------------------------------
On Dec. 27, 2012, the U.S. Bankruptcy Court for the Southern
District of Florida granted final approval to Fort Lauderdale
BoatClub, Ltd.'s First Amended Disclosure Statement explaining the
Debtor's Plan of Reorganization dated Nov. 15, 2012.  The Court
also confirmed the Debtor's Plan.

The holders of Claims in Class 2 (Allowed Secured Claim of
EverBank) and 3 (Allowed General Unsecured Claims) voted to accept
the Plan.  Class 4 (Allowed Subordinated Claims and 5 (Allowed
Equity Interests) did not cast a ballot on the Plan and are deemed
to have rejected the Plan.  Class 1 (Allowed Priority Claims) is
Unimpaired and did not vote.

A copy of the order (i) approving the First Amended Disclosure
Statement for Debtor's Plan of Reorganization and (ii) confirming
Debtor's Plan of Reorganization is available at:

        http://bankrupt.com/misc/fortlauderdale.doc129.pdf

As reported in the TCR on Dec. 27, 2012, the Debtor filed a first
amended disclosure statement in support of its reorganization plan
dated Nov. 28, 2012. The classification and treatment of claims
under the plan are:

     A. Class 1 (Allowed Priority Claims) will be paid in full on
        the later of: (i) the Effective Date; or (ii) the date of
        a Final Order allowing such Priority Claim.

     B. Class 2 (Allowed Secured Claim of EverBank) will be paid
        and satisfied by the Debtor after the Effective Date in
        accordance with the Restructured Loan Instruments.

     C. Class 3 (Allowed General Unsecured Claims) will be
        satisfied by periodic Distributions to the holders of each
        Allowed Unsecured Claim on a pro rata basis with the
        holders of all Allowed Unsecured Claims in this Class 3.
        The initial Distribution to holders of Allowed Unsecured
        Claims will be made from the Available Cash generated from
        and constituting property of the Estate within 20 days
        after the Effective Date by the Reorganized Debtor and
        all future Distributions will be made from the
        Reorganized Debtor on the respective Distribution Dates.
        The initial Distribution will be in the amount of $4,166
        and subsequent Distributions will be monthly in the
        amount of $4,166 for a period of 24 months, but not to
        exceed $100,000.

     E. Class 4 (Allowed Subordinated Claims) will be satisfied by
        periodic Distributions to the holders of such Allowed
        Subordinated Claims on a pro-rata basis with the holders
        of all Allowed Subordinated Insider Claims in Class 4.

     F. Class 5 (Allowed Equity Interests) will be extinguished
        and canceled as of the Effective Date and New Partnership
        Interests in the Reorganized Debtor shall be issued on the
        Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/FORT_LAUDERDALE_ds_1amended.pdf

                  About Fort Lauderdale BoatClub

Naples, Florida-based Fort Lauderdale BoatClub, Ltd., owns a fully
developed and operational marina facility formerly known as
Jackson Marine Center in Fort Lauderdale.  The marina, which has a
12-acre prime intracoastal waterway real estate, is being leased
to G. Robert Toney & Associates Inc. doing business as National
Liquidators, for $75,000 per month (reduced from the previous rate
$160,000 per month).

The Company filed for Chapter 11 protection (Bankr. S.D. Fla. Case
No. 12-28776) on Aug. 2, 2012.  Bankruptcy Judge Raymond B. Ray
presides over the cases.  Barry P. Gruher, Esq., and Mariaelena
Gayo-Guitian, Esq., at Genovese Joblove & Battista, P.A., in Fort
Lauderdale, Fla., represent the Debtor in its restructuring
effort.  The Debtor has scheduled assets of $13,483,209 and
liabilities of $10,340,756.  The petition was signed by Edward J.
Ruff, president.

In October 2012, the United States Trustee said an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case of Fort Lauderdale BoatClub, Ltd.  The U.S.
Trustee attempted to solicit creditors interested in serving on
the Unsecured Creditors' Committee from the 20 largest unsecured
creditors.  After excluding governmental units, secured creditors
and insiders, the U.S. Trustee has been unable to solicit
sufficient interest in serving on the Committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
developed among the creditors.


FR 160: Court Approves MCA Financial as Financial Advisor
---------------------------------------------------------
FR 160 LLC sought and obtained approval from the U.S. Bankruptcy
Court to employ MCA Financial Group, LTD as the Debtor's financial
advisor to, among other things:

  a. review the Debtor's bankruptcy Plan of Reorganization and
     Disclosure Statement and related projections and analysis
     prepared in support thereof;

  b. review and analyze the historical operating history of the
     Debtor including the Debtor's assets, cash flow, liabilities
     and other relevant items; and

  c. evaluate the Debtor's projections and related analysis.

Keith Bierman, Senior Managing Director with MCA Financial Group,
Ltd., attests the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

The Debtor has agreed to pay the firm on an hourly basis at rates
ranging from $250 to $375 per hour as set forth more fully in the
parties' Consulting Agreement.

                          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.


FRIENDSHIP DAIRIES: Jan. 10 Hearing on Use of Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on Jan. 10, 2012, at 1:30 p.m., to consider
Friendship Dairies' request for use of cash collateral.

                     About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C. serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


GAME TRADING: Redbox Allowed $1.8-Mil. Unsecured Claim
------------------------------------------------------
Bankruptcy Judge Nancy V. Alquist gave her stamp of approval on a
Stipulation and Consent Order entered into by and between Peter
Chadwick, in his capacity as Responsible Officer for the estates
of Game Trading Technologies, Inc., and Gamers Factory, Inc.; and
Redbox Automated Retail, LLC.

Redbox filed proof of claim no. 13-1 in case no. 15-11519, which
supersedes the claim scheduled by GTTI in favor of Redbox in the
amount of $1,361,861.  The Claim asserts that Redbox holds a
general unsecured claim against the Debtors in the amount of
$2,237,087, consisting of $1,441,469 in alleged unpaid invoices
for disks delivered to the Debtors, as well as $795,643 in damages
allegedly resulting from the Debtors' failure to deliver disks to
their publisher under the terms of a Vendor Services Agreement.

The Responsible Officer has sought to reduce and allow Redbox's
claim from $2,237,087 to $1,361,861, consistent with the Scheduled
Claim and based on a review of the Debtors' books and records.

The discrepancy between the Scheduled Claim and the Claim consists
of (i) a $79,583 difference in unpaid invoices due to Redbox from
the Debtors; and (ii) $795,643 in damages for the Debtors' alleged
failure to deliver disks to its publisher.

After considering the anticipated nominal payout to general
unsecured creditors, as well as the expense of litigating the
validity of the $795,643 in damages sought by Redbox, the parties
determined that it was in the best interest of the estate and
Redbox to settle the Claim.  The Responsible Officer and Redbox
agreed to resolve the objection to the Claim by allowing the Claim
in the amount of $1,800,000, which is approximately $437,087 less
than the Claim and $438,138 more than the Scheduled Claim.

Redbox is represented by:

          Brian A. Jennings, Esq.
          PERKINS COIE LLP
          1201 Third Avenue, Suite 4900
          Seattle, WA 98101
          Tel: (206) 359-3679
          Fax: (206) 359-4679
          E-mail: bjennings@perkinscoie.com

A copy of the Stipulation and Consent Order signed Jan. 3, 2013,
is available at http://is.gd/CXZ9kgfrom Leagle.com.

                  About Game Trading Technologies

Game Trading Technologies Inc., fka City Language Exchange, Inc.,
(OTC BB: GMTD) filed for Chapter 11 protection (Bankr. D. Md. Lead
Case No. 12-11519) on Jan. 30, 2012.  James Edward Van Horn, Jr.,
Esq., at McGuirewoods LLP, represents the Debtor.
WeinsweigAdvisors LLC's Marc Weinsweig serves as chief
restructuring officer.

When it filed for bankruptcy, Game Trading estimated $0 to $50,000
in assets and $1 million to $10 million in debts.  Affiliate
Gamers Factory, Inc., filed a separate petition for Chapter 11
relief (Bankr. D. Md. Case No. 12-11522) on the same day, listing
$1 million to  $10 million in both assets and debts.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The panel is represented by Gary H. Leibowitz, Esq.,
and G. David Dean, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A.

On Feb. 8, 2012, the Debtors filed their proposed plan of
reorganization and motion to establish bidding procedures for and
sale of substantially all of the companies' assets.  Pursuant to
the sale and bid procedures motion, the companies seek to sell,
subject to higher and better offers and bankruptcy Court approval,
substantially all of their assets to two stalking horse bidders,
DK Trading Partners, LLC, and Mantomi Sales, LLC, respectively.
Mantomi Sales, LLC, is 100% owned by Todd Hayes, the Debtors'
president and CEO.  Pursuant to the Mantomi Sales LLC asset
purchase agreement, (i) Mr. Hays was required to resign as
President and CEO of the companies on or before the execution of
the Mantomi APA; (ii) the companies' Chief Restructuring Officer
may employ Mr. Hays as an independent consultant to the companies
in matters unrelated to the sale; and (iii) nothing in the Mantomi
APA constitutes or will be deemed a breach of the employment
agreement between Mr. Hays and the companies.

Counsel for the Official Committee of Unsecured Creditors are Gary
H. Leibowitz, Esq., and G. David Dean, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A.


GOLDEN GUERNSEY: Files for Chapter 7 Bankruptcy in Delaware
-----------------------------------------------------------
OpenGate Capital, LLC, a private investment and acquisition firm,
announced that one of its portfolio companies, Waukesha,
Wisconsin-based milk processor Golden Guernsey, LLC, has filed for
Chapter 7 bankruptcy in Delaware bankruptcy court.  This action
follows the closing of Golden Guernsey's facility on January 5th.

OpenGate Capital acquired Golden Guernsey in September 2011 from
Dean Foods after the United States Department of Justice required
Dean Foods to sell the business in order to resolve antitrust
concerns that Dean Foods' share of the school milk supply business
was too large.

When OpenGate Capital acquired Golden Guernsey the acquisition
terms included an exclusive and fixed-price milk supply agreement,
and the assumption of a legacy union contract.  During the
investment period, OpenGate Capital and its management team
successfully implemented new sales and operations strategies which
created a seamless transition of Golden Guernsey from the former
owner's organization and yielded an increase in sales of 20
percent.  However, as Golden Guernsey was suffering under the
pressure to meet demands for lower cost products, it was unable to
successfully reduce its expenses in a way to achieve a state of
financial viability given some of its legacy relationships.

Since being acquired by OpenGate Capital, Golden Guernsey made
vigorous efforts to reduce its expenses through discussions with
its various suppliers, vendors, and the labor union.  The prospect
of closing the plant and the potential for bankruptcy was raised
on several occasions with these groups, all of which were provided
with a clear picture of Golden Guernsey's fragile financial
condition. Despite this, Golden Guernsey's efforts were rejected,
leading to the closure of the business.

Andrew Nikou, OpenGate Capital's CEO, stated, "We have to make
realistic decisions about our investments, and the reality is that
the Golden Guernsey business was unable to achieve financial
autonomy given the pressure to lower prices and seemingly non-
negotiable operating expenses.  This was a very difficult decision
given the loss of jobs and disruption to milk delivery service,
yet it had to be made.  The closure of the plant is not a
reflection of the hard work contributed by the Golden Guernsey
family of employees.  Unfortunately, when expenses overwhelm
revenue for too long, and we are unable to achieve cooperation
from the people with whom we do business, the business cannot be
sustained."

                      About OpenGate Capital

OpenGate Capital, LLC -- http://www.opengatecapital.com-- is a
global private investment firm specializing in the acquisition and
operation of businesses seeking revitalization through growth and
operational improvements.  Established in 2005, OpenGate Capital
is headquartered in Los Angeles, California and maintains offices
in Paris, France and Sao Paulo, Brazil.


GREAT BASIN: Obtains CCAA Protection Extension Until Jan. 14
------------------------------------------------------------
Great Basin Gold Ltd. initiated creditor protection proceedings
under CCAA in Canada in September 2012.  Under the CCAA
proceedings, the stay of any potential creditor lawsuits was
extended until Jan. 14, 2013.  As previously announced, the
Company's executive officers are now provided by a professional
restructuring services firm which was appointed by agreement with
the bank lenders who are the Company's principal creditors.

The third fiscal quarter's management's discussion and analysis
filed Nov. 14, 2012, at www.sedar.com discloses that the Company
will require additional funding by mid-January 2013 in order to
allow the planned sales or recapitalization process for its two
principal mining projects (Hollister in Nevada, Burnstone in South
Africa).  While discussions with the lenders about securing
additional funding are ongoing, no assurances can be given that
the required funding will be obtained.  The third quarter MD&A
also stated that reviews of the lowered Hollister reserve and
resource estimates were also ongoing (the Company recognizes
reserves at Hollister for Canadian but not US purposes).  Based on
ongoing analyses, in-house staff now estimates a further reduction
in Hollister resources and reserves is appropriate which implies a
3 year mine life based on the current reserve estimate at current
production rates versus the 6 years previously estimated.
Engineering and geological staff believe this life could
potentially be extended by further developmental drilling which
the Company has not been in a position to fund.  The Company has
initiated preparation of a NI 43-101 technical report to be filed
within 45 days which will provide data and analyses to support
these tentative conclusions and to serve as a basis to determine
if an impairment charge from the approximately $90 million
carrying value of Hollister is now warranted.

The revised mineral resource estimates reflect changes in
geological modeling adopted for the purposes of stringent grade
control for the mineral reserve estimation process based on trial
mining experience.  The mineral resources are comprised of
epithermal vein and disseminated Tertiary mineralization.  At a
0.15 gold ounce per ton cutoff grade Measured and Indicated
Resources have been reduced to 545,000 gold equivalent ounces1
("Au eqv oz") in 0.49 Mt grading 0.918 opt Au and 5.7 opt Ag.  The
estimate also includes 254,000 Au eqv oz in Inferred Mineral
Resources.  Re-estimated Proven and Probable Mineral Reserves
total 187,000 Au eqv oz in 0.29 Mt grading 0.590 opt Au and 2.7
opt Ag2.

A limited underground drilling program that has continued over the
past 18 months has focused on increasing confidence in the
estimates of mineral resources and reserves to allow for improved
mine planning and forecasting.  The outcome of this drilling has
been a considerable tightening up of the geological vein modeling,
which resulted in a higher-grade lower-tonnage resource model
being used for the purposes of mine planning and mineral reserve
estimation.  Critical to the sustainability of the project will be
the funding and completion of underground development necessary to
access the mineral resources and reserves, with the objective of
extending the current 3-year life of the project.  Future work
should include phases of surface drilling to test targets
peripheral to the current underground infrastructure.  The revised
mineral resources and reserves also reflect depletion from trial
mining in excess of 370,000 tons which yielded approximately
400,000 Au eqv oz since commencement in 2008.

There has been a downgrading in the estimate of reserves primarily
because of the lower volume vein resource model used and the
exclusion of reserves previously estimated for the Tertiary
material.  The Tertiary mineralization occurs in broad pod-like
zones of low-grade gold concentration that are generally developed
around very high-grade, narrow structures that are sometimes
linked to underlying epithermal veins.  There is a need for
continued underground development and drilling before reserve
status can be assigned to this material.  The trial mining
operation continues to extract ore from zones of the Tertiary
mineralization as there is a very significant upside mineralized
component to these areas.  During 2012, trial mining of a number
of Tertiary zones has realized 12,915 Au eqv oz from 13,200 tons
grading 0.897 opt Au and 3.747 opt Ag. It is believed that
considerable upside exists through further refinement and
development of the Tertiary material through a combination of
maximizing access and stoping options from the trackless
infrastructure afforded by the spiral ramp, and optimization of
pillar/backfill designs to maximize profitable extraction.

The epithermal vein mineral resource and reserve estimates were
completed by Hollister staff and reviewed by specialists at Deswik
Mining Consultants PTY Ltd, an international consulting firm based
in South Africa.  The Tertiary mineral resource estimate was
completed by Deswik.  The work was done under the supervision of
Phil Bentley, Pr.Sci.Nat., Great Basin Gold's Vice President:
Geology & Exploration and Dana Roets, FSAIMM, Great Basin Gold's
Chief Operating Officer, both of whom are Qualified Persons as
defined by Canadian National Instrument 43-101 (Disclosure
Standards for Mineral Projects), both of whom have reviewed and
approved the technical information in this news release.

Great Basin Gold is applying to voluntarily delist its common
shares from the JSE and NYSE MKT effective immediately.
Notwithstanding that the Company will apply to delist its
securities, it will continue to comply with its continuous
disclosure obligations.  For additional details on Great Basin
Gold Ltd. and its gold properties, please visit the Company's web
site at www.grtbasin.com or contact Ray Dombrowski, Great Basin
CEO or Peter Gibson, Great Basin CFO care of Alvarez & Marsal
Canada ULC. email: rdombrowski@alvarezandmarsal.com

A copy of the press release is available at http://is.gd/RW6ILf

                       About Great Basin Gold

Great Basin Gold Ltd. is incorporated under the laws of the
Province of British Columbia and its registered address is 1108-
1030 West Georgia Street, in Vancouver BC, Canada.  Great Basin
Gold Ltd., including its subsidiaries is a mineral exploration and
development company with two operating assets, both in the
production build-up phase, the Hollister Project on the Carlin
Trend in Nevada, U.S.A, and the Burnstone Project in the
Witwatersrand Goldfields in South Africa.  Over and above the
exploration being conducted at the above mentioned properties,
greenfields exploration is being undertaken in Tanzania and
Mozambique.

On Sept. 18, 2012, Great Basin Gold Ltd. announced that its
principal South African subsidiary, Southgold Exploration (Pty)
Ltd., owner of the Burnstone mine, filed for protection under the
South African business rescue ("BR") procedures.

On Sept. 19, 2012, the Company made a Companies Creditors
Arrangement Act (Vancouver Registry 126583) following the business
rescue proceedings for the Burnstone mine that commenced Sept. 14,
2012, as a result of the termination of all development and
production activities at the mine on Sept. 11, 2012.  CCAA is a
Canadian insolvency statute which will allow the Company a period
of time to seek buyers and partners for its two gold mining
projects and/or corporate level financiers in an effort to
restructure the Company.

Operating and development activities were suspended at the
Burnstone mine in early September 2012 which created a default
under the loan agreement.  Term loan 1 will be restructured or
settled under the Business rescue proceedings of the South African
subsidiary owing title to the Burnstone mine as well as the CCAA
filing by the Company.  As a result of the default the outstanding
amounts have been disclosed as current.


HAMPTON ROADS: Completes Relocation of Offices to Virginia Beach
----------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, has completed the relocation of
its corporate offices to 641 Lynnhaven Parkway in Virginia Beach.
In addition to housing the Company's corporate officers, the
Lynnhaven Parkway offices also house Human Resources, Accounting
and Treasury, Facilities Management, Legal, Risk Management,
Compliance, Security and Special Assets staff for the Company and
BHR.

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "This relocation
represents another step in returning to the Company's roots as a
community bank, while also reducing our operating expenses by
better utilizing facilities we own.  We are proud to be the
largest community bank by assets headquartered in Virginia Beach,
and committed to earning a place as the most meaningful community
bank in every community we serve."

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.07 billion in total assets, $1.88 billion in total liabilities
and $187.96 million in total shareholders' equity.


HEALTHWAREHOUSE.COM INC: Unable to Pay $3-Mil. Loan Obligations
---------------------------------------------------------------
HealthWarehouse.com, Inc., failed to make required payments of $1
million in principal and approximately $180,000 of accrued
interest due under its Loan and Security Agreement dated Nov. 9,
2010.

The Company's obligations under the Loan Documents are secured by
a first-priority security interest in substantially all the assets
of the Company and its subsidiaries, including, without
limitation, inventory and the equipment the Company uses to fill
prescriptions.  The Loan Documents also require the Company to pay
to the Lenders all costs and expenses incurred in connection with
the enforcement and collection of the its obligations under the
Loan Documents.

In addition, on Jan. 15, 2013, the Company will be required to pay
the Lenders $2 million in principal and approximately $193,000 in
accrued interest under its Loan and Security Agreement dated
Sept. 2, 2011, with the Lenders, and the 7% Promissory Notes
issued thereunder.  The Company's obligations under the 2011 Loan
Documents are also secured by liens over the Collateral, and the
2011 Loan Documents also require the Company to pay to the Lenders
all costs and expenses incurred in connection with the enforcement
and collection of the its obligations thereunder.

If the Lenders do elect to exercise these remedies, the Company
may no longer be able to operate.  In particular, if the Lenders
take action against the Company's inventory or equipment, the
Company will not be able to fill customer orders, and if the
Company is unable to fill customers' prescriptions, it will be
required by law to transfer those prescriptions to other
pharmacies.  In addition, the Company's suppliers and other
vendors may be unwilling to provide it goods and services until it
has satisfied its obligations under the Loan Documents and the
2011 Loan Documents.

The Company does not currently have sufficient resources to pay
its obligations under the Loan Documents and the 2011 Loan
Documents, and it does not believe that the value of the
Collateral will be sufficient to satisfy these obligations.
Accordingly, if the Company enters, or is compelled to enter, a
restructuring, reorganization, or liquidation, inside or outside
of bankruptcy, it is unlikely that significant, or any, resources
will be available for distribution to its unsecured creditors, to
its preferred stock holders or to the holders of its common stock.

The Company is considering a broad set of alternatives, including
seeking additional financing and negotiating with the Lenders, to
address its current liquidity constraints and to satisfy its
obligations under the Loan Documents and the 2011 Loan Documents.
There is no assurance that the Company will be able to pursue any
course of action that will allow it to continue to operate its
business as a going concern, or to continue to operate in a manner
that preserves the interests of its current creditors and equity
holders.

                     About HealthWarehouse.com

Florence, Kentucky-based HealthWarehouse.com, Inc., is a licensed
U.S. pharmacy and healthcare e-commerce company that sells
discounted brand name and generic prescription drugs and over-the-
counter (OTC) medical products.

As reported in the TCR on July 5, 2012, Marcum LLP, in New York,
N.Y., expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.

The Company's balance sheet at June 30, 2012, showed $2.2 million
in total assets, $6.8 million in total liabilities, $752,226 of
Redeeemable Preferred Stock Series C, and a stockholders'
deficiency of $5.3 million.

"Since inception, the Company has financed its operations
primarily through product sales to customers, debt and equity
financing agreements, and advances from stock holders.  As of
June 30, 2012, and Dec. 31, 2011, the Company had negligible cash
and working capital deficiency of $5,724,914 and $2,404,464,
respectively.  For the six months ended June 30, 2012, cash flows
included net cash used in operating activities of $581,948, net
cash provided by investing activities of $138,241 and net cash
provided by financing activities of $443,846.  Additionally, all
of the Company's outstanding convertible notes payable mature at
the end of December 2012 and outstanding notes payable mature in
January 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."


HMX ACQUISITION: Committee Hiring ASK LLP as Local Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of HMX Acquisition
Corp., et al., asks the U.S. Bankruptcy Court for the Southern
District of New York for authorization to retain ASK LLP as its
local counsel, nunc pro tunc to Nov. 14, 2012.  The hearing on the
motion will be held on Jan. 8, 2013, at 10:00 a.m.

ASK LLP's services will include:

  (a) providing assistance and advice to the Committee in its
      examination and analysis of the conduct of the Debtors'
      affairs;

  (b) providing assistance and advice to the Committee in the
      review, analysis and negotiation of the proposed sale of
      assets and assistance to the Committee in the review,
      analysis and negotiation of related documents and filings;

  (c) providing assistance and advice to the Committee in the
      review, analysis and negotiation of financing agreements;

  (d) assisting primary counsel in taking all necessary actions to
      protect and preserve the Committee's interests, including
      possible prosecution of actions on its behalf; and if
      appropriate, review and analysis of claims filed against the
      Debtors' estates;

  (e) providing preparation on behalf of the Committee of all
      necessary motions, applications, answers, orders, reports,
      pleadings and papers in support of positions taken by the
      Committee;

  (f) appearing, as appropriate, before the Bankruptcy Court, the
      Appellate Courts and the United States Trustee to protect
      the interests of the Committee before such courts and before
      the United States Trustee;

  (g) performing all other necessary legal services on behalf of
      the Committee in this case, as instructed by the Committee;

  (h) advising primary counsel on local rules and customs; and

  (i) acting as counsel to the Committee to the extent primary
      counsel has a conflict.

The Creditors Committee believes that ASK LLP does not represent
and does not hold any interest adverse to the Debtors' estates,
its creditors or any parties in interest in the matters upon
which ASK LLP is to be engaged.

ASK LLP will seek reasonable compensation from the Debtors'
estates for services rendered to the Committee based on the
following hourly rates: $300-$450 for partners and counsel,
$250-$350 for associates, and $150 for paraprofessionals.  ASK LLP
will also seek reimbursement for all out-of-pocket expenses
incurred in rendering services to the Committee, consistent with
the rules and guidelines of the Bankruptcy Court.

Counsel for ASK LLP may be reached at:

          Edward E. Neiger, Esq.
          Marianna Udem, Esq.
          Sahar Hakakian, Esq.
          ASK LLP
          151 West 46th Street, 4th Floor
          New York, NY 10036
          Tel: (212) 267-7342
          Fax: (212) 918-3427

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct. 19, 2012.  On Oct. 21, 2012, affiliates HMX,
LLC, Quartet Real Estate, LLC, and HMX, DTC Co. also filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-
14327 to 12-14329).  Judge Allan L. Gropper presides over the
cases.  The Debtors are seeking to have their cases jointly
administered for procedural purposes under Case No. 12-14300,
which is the case number assigned to HMX Acquisition Corp.  The
Debtors' principal place of business is located at 125 Park
Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

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

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

Leonard, Street and Deinard Professional Association, in
Minneapolis, Minnesota, represents the Committee as lead counsel.


HMX ACQUISITION: Can Employ CDG Group as Financial Advisor
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized HMX Acquisition Corp., et al., to employ CDG Group,
LLC, as their financial advisor, nunc pro tunc to Oct. 19, 2012.

CDG will:

   a. perform the necessary due diligence on the Company's
      operations, business structure, debt obligations and
      historic forecast performance;

   b. understand the cash flows and liquidity of the Company's
      business and assist the Company in preparing its thirteen-
      week cash forecasts;

   c. advise with respect to the Company's cash management and
      overall liquidity;

   d. review negotiations of any sale or refinancing proposals;
      and

   e. perform other services as may be agreed to by the Company
      and CDG from time to time.

The Debtors have agreed to pay CDG a weekly fee in the amount of
$20,000 during those weekly periods that the Debtors are not in
default under their senior secured loan and $30,000 during those
weekly periods that the Debtors are in default under their senior
secured loan, with the initial payment paid on the date of
execution of the Engagement Letter and then on each seventh day
thereafter during the term of the engagement.  The Debtors have
been paying CDG at the rate of $30,000 per week since the weekly
period commencing July 24, 2012.

CDG is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, as required by Section 327(a) of
the Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct. 19, 2012.  On Oct. 21, 2012, affiliates HMX,
LLC, Quartet Real Estate, LLC, and HMX, DTC Co. also filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-
14327 to 12-14329).  Judge Allan L. Gropper presides over the
cases.  The Debtors are seeking to have their cases jointly
administered for procedural purposes under Case No. 12-14300,
which is the case number assigned to HMX Acquisition Corp.  The
Debtors' principal place of business is located at 125 Park
Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

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

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

Leonard, Street and Deinard Professional Association, in
Minneapolis, Minnesota, represents the Committee as lead counsel.


HMX ACQUISITION: Hires Epiq Bankruptcy as Administrative Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized HMX Acquisition Corp., et al., to employ Epiq
Bankruptcy Solutions, LLC, as administrative agent in the Debtors'
Chapter 11 Cases, nunc pro tunc to Oct. 19, 2012.

Epiq will render these administrative services:

   a. Gathering data in conjunction with the preparation, and
      assist with the preparation, of the Debtors' schedules of
      assets and liabilities and statements of financial affairs;

   b. Generating, providing and assisting with claims reports,
      claims objections, exhibits, claims reconciliation, and
      related matters;

   c. Assisting with, among other things, if necessary,
      solicitation, balloting, tabulation and calculation of
      votes, as well as preparing any appropriate reports, as
      required in furtherance of confirmation of plan(s) of
      reorganization;

   d. Generating an official ballot certification and testify, if
      necessary, in support of the ballot tabulation results; and

   e. Providing other claims processing, noticing, solicitation,
      balloting and other administrative services, as may be
      requested from time to time by the Debtors, the Court or the
      clerk of the Court.

To the best of Epiq's knowledge, it is a "disinterested person" as
referenced in Section 327(a) of the Bankruptcy Code and as defined
in Section 101(14) of the Bankruptcy Code.

The Debtors seek to compensate Epiq in accordance with the terms
of the Services Agreement, a copy of which is available at:

          http://bankrupt.com/misc/hmx.doc40exhibita.pdf

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct. 19, 2012.  On Oct. 21, 2012, affiliates HMX,
LLC, Quartet Real Estate, LLC, and HMX, DTC Co. also filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-
14327 to 12-14329).  Judge Allan L. Gropper presides over the
cases.  The Debtors are seeking to have their cases jointly
administered for procedural purposes under Case No. 12-14300,
which is the case number assigned to HMX Acquisition Corp.  The
Debtors' principal place of business is located at 125 Park
Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

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

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

Leonard, Street and Deinard Professional Association, in
Minneapolis, Minnesota, represents the Committee as lead counsel.


HMX ACQUISITION: Employ Proskauer Rose as Counsels
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized HMX Acquisition Corp., et al., to employ Proskauer Rose
LLP as counsel for the Debtors, nunc pro tunc to Oct. 19, 2012.

Proskauer will waive its claim to the Accrued Fees upon entry of
this Order.  Proskauer will provide ten (10) business days' notice
to the Debtors, the U.S. Trustee and any statutory committee
appointed in the Debtors' Chapter 11 cases in connection with any
increase of the hourly rates listed in the Thomas Declaration.

Proskauer will render these services:

   a. advising the Debtors of their powers and duties as debtors
      in possession;

   b. advising the Debtors on the conduct of the Chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in chapter 11;

   c. representing the Debtors in proceedings and hearings in the
      United States District and Bankruptcy Courts for the
      Southern District of New York;

   d. preparing on behalf of the Debtors any necessary motions,
      applications, orders and other legal papers;

   e. providing assistance, advice and representation concerning
      the Debtors' proposed sale of substantially all of their
      assets, confirmation of any proposed plan and soliciting
      acceptances or responding to objections of such plan;

   f. providing assistance, advice and representation concerning
      any investigation of the assets, liabilities and financial
      condition of the Debtors that may be required under local,
      state or federal law;

   g. prosecuting and defending litigation matters and such other
      matters that might arise during the Chapter 11 cases;

   h. providing counseling and representation with respect to
      assumption or rejection of executory contracts and leases,
      sales of assets and other bankruptcy-related matters arising
      from the Chapter 11 Cases;

   i. rendering advice with respect to general corporate and
      litigation issues relating to the Chapter 11 cases,
      including, but not limited to, intellectual property,
      corporate finance, labor, tax and commercial matters; and

   j. performing other legal services as may be necessary and
      appropriate for the efficient and economical administration
      of the Chapter 11 Cases.

The hourly rates generally charged by Proskauer are:

     Partner                   $550 to $1,050
     Senior Counsel            $450 to $950
     Associate                 $205 to $750
     Paraprofessionals         $100 to $315

The primary restructuring attorneys providing services on this
engagement and their hourly rates are:

          Mark K. Thomas, Esq.         $975
          Peter J. Young, Esq.         $800
          Jared D. Zajac, Esq.         $600
          Brandon W. Levitan, Esq.     $475

Proskauer's hourly rates will increase effective Nov. 1, 2012,
which is the beginning of Proskauer's fiscal year.

To the best of the Debtors' knowledge, Proskauer is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, as required by Section 327(a) of the
Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct. 19, 2012.  On Oct. 21, 2012, affiliates HMX,
LLC, Quartet Real Estate, LLC, and HMX, DTC Co. also filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-
14327 to 12-14329).  Judge Allan L. Gropper presides over the
cases.  The Debtors are seeking to have their cases jointly
administered for procedural purposes under Case No. 12-14300,
which is the case number assigned to HMX Acquisition Corp.  The
Debtors' principal place of business is located at 125 Park
Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

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

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

Leonard, Street and Deinard Professional Association, in
Minneapolis, Minnesota, represents the Committee as lead counsel.


HMX ACQUISITION: Wins OK for William Blair as Investment Banker
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized HMX Acquisition Corp., et al., to employ William Blair
& Company, L.L.C., as their investment banker, nunc pro tunc to
Oct. 19, 2012.

Blair will be compensated and reimbursed for its expenses in the
Debtors' Chapter 11 cases in accordance with the terms of the
parties' Engagement Letter.  Blair, however, has agreed to (i)
delete the Forbearance Fee and the Credit Facility Transaction Fee
from the Engagement Letter and (ii) a credit of 100% of the
postpetition Monthly Fees once against the M&A Fee or the
Financing Fee.  In addition, the table set forth in section 2.d of
the Engagement Letter will be modified as follows:

      Incremental Aggregate Consideration          Fee
      -----------------------------------          ---
      Up to and including $50 million              1.85%
      More than $50 million, up to but not
      including $65 million                        2.40%

      $65 and up to but not including
      $80 million                                  3.25%

      $80 million and up to but not including
      $100 million                                 4.00%

      $100 million and up                          5.00%

Blair will advise the Debtors in connection with a (i) Credit
Facility Transaction; (ii) Financing Transaction; and/or (iii) M&A
Transaction.  Blair will also provide such investment banking
services as Blair and the Debtors deem appropriate in connection
with a possible transactions.

Pursuant to the Engagement Letter, the parties agreed to this
compensation structure:

   a. A monthly fee in the amount of $150,000;

   b. Upon the consummation of a Credit Facility Transaction
      (other than a Forbearance Transaction), the Company will pay
      a Credit Facility Transaction Fee equal to $500,000.  Upon
      the consummation of a Forbearance Transaction, the Company
      will pay to Blair a Forbearance Fee of $100,000, which fee
      will be fully credited against any Credit Facility
      Transaction Fee.

   c. Upon the consummation of a Financing Transaction, the
      Company will pay Blair a Financing Fee, calculated by
      multiplying the applicable fee percentage set forth by the
      total gross proceeds raised or committed:

      Funds Raised or Committed                    Fee
      -------------------------                    ---
      Senior Secured Revolving Credit Facility     1.25%

      Secured (by the Company's intellectual       3.00%
      property or otherwise), Junior Secured,
      or Unsecured Debt

      Equity or Equity Equivalents from a
      party other than S. Kumars Nationwide
      Limited ("SKNL")

      * Up to and including $30 million            6.00%

      * More than $30 million and up to
        but not including $40 million              4.00%

      * $40 million and above                      3.00%

      Equity or Equity Equivalents from SKNL       3.00%

To the best of the Debtors' knowledge, Blair is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, as required by Section 327(a) of the Bankruptcy Code, and
does not hold or represent any interest adverse to the Debtors'
estates.

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct. 19, 2012.  On Oct. 21, 2012, affiliates HMX,
LLC, Quartet Real Estate, LLC, and HMX, DTC Co. also filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-
14327 to 12-14329).  Judge Allan L. Gropper presides over the
cases.  The Debtors are seeking to have their cases jointly
administered for procedural purposes under Case No. 12-14300,
which is the case number assigned to HMX Acquisition Corp.  The
Debtors' principal place of business is located at 125 Park
Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

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

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

Leonard, Street and Deinard Professional Association, in
Minneapolis, Minnesota, represents the Committee as lead counsel.


HMX ACQUISITION: Committee Retains Leonard Street as Lead Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the official committee of unsecured creditors of HMX
Acquisition Corp., et al., to retain Leonard, Street and Deinard
Professional Association as its lead counsel, nunc pro tunc to
Nov. 14, 2012.

Leonard Street will provide, among other things, the following
services:

  (a) Assistance and advice to the Committee in its examination
      and analysis of the conduct of the Debtors' affairs;

  (b) Assistance and advice to the Committee in the review,
      analysis and negotiation of the proposed sale of assets and
      assistance to the Committee in the review, analysis and
      negotiation of related documents and filings;

  (c) Assistance and advice to the Committee in the review,
      analysis and negotiation of financing agreements;

  (d) Taking all necessary actions to protect and preserve the
      Committee's interests, including possible prosecution of
      actions on its behalf; and if appropriate, review and
      analysis of claims filed against the Debtors' estate;

  (e) Preparation on behalf of the Committee of all necessary
      motions, applications, answers, orders, reports, pleadings
      and papers in support of positions taken by the Committee;

  (f) Appearing, as appropriate, before the Bankruptcy Court, the
      Appellate Courts and the United States Trustee to protect
      the interests of the Committee before such courts and before
      the United States Trustee; and

  (g) Performing all other necessary legal services on behalf of
      the Committee in this case, as instructed by the Committee.

Ten business days' notice must be provided by Leonard Street to
the Debtor, the United States Trustee, and the Committee prior to
any increases in the rates set forth in the Application, and said
notice must be filed with the Court.

The 2011 hourly rates for the attorneys who are expected to
provide the bulk of services for the Committee are:

     Robert T. Kugler, Shareholder      $490
     Edwin H. Caldie, Associate         $305
     Amanda K. Schlitz, Associate       $285
     Phillip J. Ashfield, Associate     $275
     Aong Moua, Paralegal               $190

The Committee believes that the attorneys selected by the
Committee do not represent any other interest in connection with
this case, do not hold or represent any interest adverse to
the Debtors' estates, and are disinterested under Section 328 of
the Bankruptcy Code.

Counsel for Lenard Street may be reached at:

          Robert T. Kugler, Esq.
          Lara O. Glaesman, Esq.
          Edwin H. Caldie, Esq.
          LEONARD, STREET AND DEINARD
          Professional Association
          150 South Fifth Street, Suite 2300
          Minneapolis, MN 55402
          Tel: (612) 335-1500
          Fax: (612) 335 1657

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct. 19, 2012.  On Oct. 21, 2012, affiliates HMX,
LLC, Quartet Real Estate, LLC, and HMX, DTC Co. also filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-
14327 to 12-14329).  Judge Allan L. Gropper presides over the
cases.  The Debtors are seeking to have their cases jointly
administered for procedural purposes under Case No. 12-14300,
which is the case number assigned to HMX Acquisition Corp.  The
Debtors' principal place of business is located at 125 Park
Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

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

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

Leonard, Street and Deinard Professional Association, in
Minneapolis, Minnesota, represents the Committee as lead counsel.


HOSTESS BRANDS: Court OKs Hilco for Real Estate Sale
----------------------------------------------------
Federal Bankruptcy Judge Robert Drain approved the appointment of
privately-held Hilco as the agent representing Hostess Brands,
Inc.

Hilco will sell all real estate, machinery and equipment, and
rolling stock assets that remain in the company's estate following
the completion of bankruptcy court supervised auctions conducted
by investment bank Perella Weinberg Partners.  The auctions are
expected to be completed this coming spring.

Hilco will play a crucial role in helping Hostess maximize value
for all of the company's stakeholders by leveraging its
considerable global expertise in the marketing and sale of various
real estate, machinery and equipment and rolling stock assets.
Hilco will also assist Perella Weinberg Partners in the sale of
any remaining intellectual property.

"This assignment carries with it great responsibilities. As the
liquidating agent representing Hostess Brands, I am confident that
Hilco will succeed in generating maximum value for the benefit of
company's creditors," said Jeffrey B. Hecktman, Chairman and CEO
of Hilco.

Mr. Hecktman went on to say, "Hilco has managed multiple asset
class sales of this nature in the past.  Our strategy has been to
use an integrated approach to value enhancement, made possible by
leveraging the deep expertise and global reach of three Hilco
business units that are core to the Hostess assignment: Hilco Real
Estate LLC, Hilco Industrial, LLC and Hilco Streambank."  A fourth
business unit, Hilco Asset Protection, LLC has also been hired to
provide security services at bakery facilities across the country
for the duration of the sale process.

                     About Hilco Trading, LLC

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

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  DHostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November opted to pursue the orderly wind
down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down. Employee headcount is expected to decrease
by 94% within the first 16 weeks of the wind down.  The entire
process is expected to be completed in one year.


HYPERTENSION DIAGNOSTICS: Sells $42,500 Convertible Note to Asher
-----------------------------------------------------------------
Hypertension Diagnostics, Inc., entered into a Securities Purchase
Agreement with Asher Enterprises, Inc., pursuant to which the
Company sold to Asher an 8% Convertible Promissory Note in the
original principal amount of $42,500.

The Note has a maturity date of Sept. 12, 2013, and is convertible
into the Company's common stock at the Variable Conversion Price
of 58% multiplied by the Market Price.  "Market Price" means the
average of the lowest three trading prices for the common stock
during the 10 trading day period ending on the latest complete
Trading Day prior to the Conversion Date.  The shares of common
stock issuable upon conversion of the Note will be restricted
securities as defined in Rule 144 promulgated under the Securities
Act of 1933.

The Company has the right to prepay the outstanding Note for an
amount equal to 115%, multiplied by the sum of the then
outstanding principal amount of this Note plus accrued and unpaid
interest on the unpaid principal amount of this Note.  The
purchase and sale of the Note closed on Jan. 2, 2013, the date
that the purchase price was delivered to the Company.

The issuance of the Note was exempt from the registration
requirements of the Securities Act of 1933 pursuant to Rule 506 of
Regulation D promulgated thereunder.  The purchaser was an
accredited and sophisticated investor familiar with the Company's
operation, and there was no solicitation.

                  About Hypertension Diagnostics

Minnetonka, Minnesota-based Hypertension Diagnostics, Inc., was
previously engaged in the design, development, manufacture and
marketing of proprietary devices.  In August 2011, the Company
sold its medical device inventory, subleased its office and
manufacturing facility, and entered into a limited license
agreement with a company controlled by Jay Cohn, a founder and at
that time, a director of the Company.  In September 2011, the
Company formed HDI Plastics Inc. ("HDIP"), a wholly owned-
subsidiary, leased a facility for warehouse and processing of
recycled plastic, purchased selected manufacturing assets and
began engaging in the business of plastics reprocessing in Austin,
Tex.  On March 29, 2012, the Company ceased operations at the
Austin facility and it is currently seeking to relocate the
processing facility to a new location.

The Company currently has a plan to resume production around
Feb. 1, 2013, assuming adequate capital is obtained to do so.

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $2.0 million in total liabilities, and a
stockholders' deficit of $909,741.

As reported in the TCR on Oct. 2, 2012, Moquist Thorvilson
Kaufmann & Pieper LLC, in Edina, Minnesota, expressed substantial
doubt about Hypertension's ability to continue as a going concern.
The independent auditors noted that the Company had net losses for
the years ended June 30, 2012, and 2011, and has a stockholders'
deficit at June 30, 2012.


IMMUCOR INC: Moody's Reviews 'B2' CFR for Possible Downgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of Immucor, Inc.
including the company's B2 Corporate Family Rating, under review
for possible downgrade. Immucor's Speculative Grade Liquidity
rating of SGL-2 remains unchanged.

Ratings are placed under review for possible downgrade:

Corporate Family Rating, B2

Probability of Default Rating, B2

$400 million Senior Unsecured Notes due 2019, (Caa1, LGD5, 84%)

$610 million Term Loan B due 2018, (Ba3, LGD2, 29%)

$100 million Revolver due 2017, (Ba3, LGD2, 29%)

Ratings Rationale

The review for possible downgrade reflects Immucor's substantial
financial leverage and deviation from Moody's expectation in
reducing leverage to a level that is commensurate with its current
rating. Immucor's leverage as measured by debt/EBITDA
(incorporating Moody's analytical adjustments) was high at around
7.0x at the end of the 1Q 2013 (August 31, 2012). Moody's believes
near-term deleveraging will be limited due to: flat demand for
blood testing products due to the soft macro-economic environment;
higher expenses related to investments the company is making in
R&D and sales and marketing; and the medical device tax starting
in 2013. The deleveraging pace could also be delayed by the
recently announced acquisition of LIFECODES (which provides organ
transplantation diagnostics services), due to expected additional
debt incurred to partially fund the acquisition and business risk
associated with the integration. In addition, Immucor's operating
risk profile remains clouded by on-going regulatory uncertainty
with respect to the FDA's notice of intent to revoke ("NOIR")
Immucor's biologics license in Moody's view.

Moody's review will evaluate management's strategies and
effectiveness to reinvigorate revenue and earnings growth in light
of the unfavorable industry headwinds, regulatory uncertainty from
FDA inspection and potential integration risks from the
acquisition. The review will focus on the company's ability and
willingness to delever in the next 6-12 months and will
incorporate Immucor's operating performance in its second quarter,
business outlook and liquidity profile. Moody's expects to
conclude the review within the next 60-90 days.

Immucor's liquidity profile benefits from considerable
availability under its $100 million revolver and Moody's
expectation for good headroom under the net senior secured
leverage covenant. However, free cash flow will continue to
exhibit seasonality, especially in quarters with interest payment
on the unsecured notes.

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

Immucor, Inc., headquartered in Norcross, Georgia, is a leading
in-vitro diagnostic blood typing and screening company that
develops and manufactures reagents and automated systems used by
hospitals, donor centers and reference laboratories. For the
twelve months ended August 31, 2012, Immucor reported net sales of
approximately $336 million.


IMPACT SERVICES: Low-Level Radioactive Waste Removed From Site
--------------------------------------------------------------
Frank Munger, writing for Knoxville News Sentinel, reports that
about 600,000 pounds of low-level radioactive waste has been
removed from the Oak Ridge site of IMPACT Services Inc. The
company shut down operations in May and subsequently filed for
bankruptcy.

The report relates Meg Lockhart, a spokeswoman for the Tennessee
Department of Environment and Conservation, provided the estimate
in response to questions.  In accordance with its license, IMPACT
Services had a $1.2 million surety bond for the operations, and
Mr. Lockhart said the state -- which is overseeing the waste
removal in conjunction with its contractor, Science Applications
International Corp. -- had now gained control of the full bond
amount.  So far, there have been 94 shipments of wastes from the
Oak Ridge site, Mr. Lockhart said. In most cases, the waste stored
at site has been returned to the original generators, she said.

                       About Impact Services

Oak Ridge, Tennessee-based Impact Services Inc., a radioactive
waste-treatment center, and affiliate Impact Holdings Inc.
commenced liquidation proceedings under Chapter 7 of the
Bankruptcy Code (Bankr. D. Del. Case No. 12-11605 and 12-11604) in
Wilmington, Delaware, on May 24, 2012.

The petition lists $1 million to $10 million in assets and
$10 million to $50 million in debts.  Lawyers at Young Conaway
Stargatt & Taylor LLP represent the Company.

According to the Chapter 7 petition, the Debtor operated
radioactive waste processing centers.  The radioactive waste
processed by the Debtor is low-level radioactive waste.  The
Debtor said it does not believe the current storage and processing
of low-level radioactive waste currently poses a threat of
imminent and identifiable harm to public health or safety, but
warned it may cause harm if not properly stored or processed.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reported Impact came under controversy when it was alleged to have
illegally and intentionally disposed of radioactive materials at a
Tennessee landfill.  The allegation formed the base of an
anonymous complaint brought to the National Response Center.

Impact disputed the allegations as "unfounded and groundless,"
according to a letter sent to Tennessee officials.  The state
cleared the company's name in January 2012, DBR related, citing
Knoxville News Sentinel, finding "no validity" to the allegations
after inspections.


INFUSYSTEM HOLDINGS: Names J. Skonieczny Chief Operating Officer
----------------------------------------------------------------
The Board of Directors of InfuSystem Holdings, Inc., appointed
Janet Skonieczny, the Company's Vice President of Operations and
Corporate Compliance Officer since 2007, as Chief Operating
Officer, effective immediately.  She will report directly to
InfuSystem's Interim Chief Executive Officer, Dilip Singh.

In this new corporate role, Ms. Skonieczny is responsible for the
following: Payor Relationship Management, including CMS
Competitive Bidding; Billing and Claims Management; Supply Chain
Management; Customer Service and Clinical Support; Inventory and
Asset Management; Warehousing/Logistics and Regulatory Issues.
Additionally, all of the Company's Operational functions for pump
sales and rentals in Olathe, KS and Madison Heights, MI will
report directly to her.

Ms. Skonieczny has also served as Vice President of Operations of
InfuSystem, Inc., the Company's wholly-owned subsidiary, since
1998.  She originally joined InfuSystem and its predecessor
company, Venture Medical, in 1988.

"Jan Skonieczny is a seasoned and experienced operational
healthcare executive who is well prepared to assist the leadership
team with executing the Company's strategic vision and operational
plans," said Interim CEO Dilip Singh.  "She is not only familiar
with the complexity of the ever-evolving healthcare marketplace
that we serve, but also understands the specific needs of payors,
health care providers, and patients.  This is what distinguishes
InfuSystem from all of its competitors and helps make us the
leading provider in the Infusion Pump Service industry."

In connection with this appointment, Ms. Skonieczny will receive
an annual salary of $250,000.

                     About InfuSystem Holdings

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

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $74.02
million in total assets, $34.68 million in total liabilities and
$39.33 million in total stockholders' equity.


INFUSYSTEM HOLDINGS: To Remain as Independent Public Company
------------------------------------------------------------
The Board of Directors of InfuSystem Holdings, Inc., has formally
ended its assessment of potential strategic alternatives initiated
by InfuSystem's prior management in conjunction with the
investment banking firm, Houlihan Lokey.  The Board stated that it
believes the Company's current strategic plan offers greater
value.

Making the announcement, Executive Chairman Ryan Morris said the
Board unanimously agreed that, given current business indicators
and the certainty stemming from the Company's recent financing
arrangement, InfuSystem shareholders would be best served by
remaining an independent public company.  "The Company," he added,
"intends to focus on delivering consistent growth and profitable
results in its core business as well as executing strategic
initiatives designed to leverage its existing, strong client
base."

The Company anticipates that final costs associated with the
strategic alternatives program its Board evaluated will be
reflected in the fourth quarter 2012 results.

The Company also announced it has initiated a search process to
hire a permanent Chief Executive Officer.  The Board's Executive
Search Committee, headed by Lead Independent Director John
Climaco, will work closely with RobinsonButler, a top-tier
retained executive search firm serving the life science industry,
to conduct a thorough, transparent and expeditious search process.
Interim CEO Dilip Singh will step down upon completion of the
search assignment.

Mr. Morris commented further: "The Board thanks Interim CEO Dilip
Singh for his outstanding contributions to the important progress
we have achieved since the current leadership team assumed control
of the Company in the second quarter of 2012.  He is instrumental
in our implementing strategic efforts that have returned
InfuSystem to profitability, improved operational performance, and
strengthened the Company's overall financial footing by increasing
cash and reducing debt on the balance sheet as well as securing a
new, superior credit facility.  Dilip's success sets a compelling
strategic course for 2013 and provides the basis for an orderly
transition, a solid long-term foundation, and maximum continuity
as we grow the business."

                     About InfuSystem Holdings

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

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $74.02
million in total assets, $34.68 million in total liabilities and
$39.33 million in total stockholders' equity.


INSPIRATION BIOPHARMA: Can Employ Evercore as Investment Banker
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Inspiration  Biopharmaceuticals, Inc., to employ
Evercore Group, LLC, as its investment banker, jointly and
severally with Ipsen Pharma, S.A.S., its principal secured
creditor, for the limited purpose of a sale.

The Debtor filed the case to implement an orderly sale of all or
substantially all of its assets together with certain assets of
Ipsen that are related to the Debtor's assets, i.e., the treatment
of hemophilia.

Evercore has agreed to provide these services:

  (a) Advising and assisting the Debtor and Ipsen in a Sale
      transaction, if the Debtor and Ipsen determine to undertake
      such a transaction;

  (b) Providing testimony in any proceedings under the Bankruptcy
      Code that are pending before the Bankruptcy Court, as
      necessary, with respect to a Sale and/or with respect to the
      procedures and processes to be employed in connection with a
      sale;

  (c) Assisting the Debtor and Ipsen in: structuring and effecting
      a sale; reviewing and analyzing the business, operations and
      financial projections of the Assets involved in a Sale;
      identifying interested parties and/or potential acquirors
      and, at the Debtor's and Ipsen's request, contacting such
      interested parties and/or potential acquirors; and, advising
      the Debtor and Ipsen in connection with negotiations with
      potential interested parties and/or acquirors and aiding in
      the consummation of a sale.

To the best of the Debtor's knowledge: (i) Evercore is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, and does not hold or represent an interest
materially adverse to the Debtor's estate; and (ii) Evercore has
no connection to the Debtor, its creditors or other parties-in-
interest in the Debtor's Chapter 11 case.

A copy of the Employment Application, which includes a summary of
the Fee and Expense Structure, can be found at:

          http://bankrupt.com/misc/inspiration.doc69.pdf

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  The Debtor is represented
by Harold B. Murphy of Murphy & King.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen is also owed
$19.4 million in unsecured debt.  There is another $12 million in
unsecured claims.  Ipsen is pledged to provide $18.3 million in
financing.  The Debtor disclosed $20,383,300 in assets and
$241,049,859 in liabilities.

As part of its bankruptcy, Inspiration is seeking to sell its
assets to a third party purchaser.  Ipsen -- http://www.ipsen.com/
-- a global specialty driven pharmaceutical company, also has
agreed to include its hemophilia assets in the sale process under
certain conditions.  Ipsen is represented by J. Eric Ivester,
Esq., at Skadden Arps.

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


INSPIREMD INC: Incurs $17.6 Million Net Loss in Fiscal 2012
-----------------------------------------------------------
InspireMD, Inc., filed an amendment the annual report on Form
10-KT for the transition period ended June 30, 2012, for the
purpose of including the results of operations for the 12 month
period ended June 30, 2012, included in "Part II?Item 7.
Management's Discussion and Analysis of Financial Condition and
Results of Operations" and audited financial statements for the 12
month period ended June 30, 2012.

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.

The Company's balance sheet at June 30, 2012, showed US$16.01
million in total assets, US$10.62 million in total liabilities and
US$5.38 million in total equity.

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

A copy of the amended filing is available for free at:

                        http://is.gd/mSwv9f

                          About InspireMD

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

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

The Company's balance sheet at Sept. 30, 2012, showed
$13.6 million in total assets, $14.4 million in total liabilities,
and a stockholders' deficit of $756,000.

The Company said the following statement in its quarterly report
for the period ended Sept. 30, 2012:

"Because we have had recurring losses and negative cash flows from
operating activities and have significant future commitments,
substantial doubt exists regarding our ability to remain in
operation at the same level we are currently performing.  Further,
the report of Kesselman & Kesselman C.P.A.s (Isr.), our
independent registered public accounting firm, with respect to our
financial statements at June 30, 2012, Dec. 31, 2011. and 2010,
and for the six month period ended June 30, 2012, and the years
ended Dec. 31, 2011, 2010, and 2009, contains an explanatory
paragraph as to our potential inability to continue as a going
concern.  Additionally, this may adversely affect our ability to
obtain new financing on reasonable terms or at all."


INTERLEUKIN GENETICS: Appoints New Chief Marketing Officer
----------------------------------------------------------
Interleukin Genetics, Inc., appointed Scott Snyder as Chief
Marketing Officer.  In this role, Scott will spearhead the launch
of the Company's proprietary PST genetic risk panel to guide more
effective dental preventive care.  Scott will have responsibility
for marketing Interleukin's professional healthcare tests,
including PST and a proprietary test for osteoarthritis
progression, and for the Inherent Health brand of health and
wellness genetic tests within consumer channels.

"I am very pleased to welcome Scott as Interleukin's new Chief
Marketing Officer and have great confidence that he will drive the
next phase of the Company's growth," said Kenneth Kornman, DDS,
PhD, chief executive officer, Interleukin Genetics, Inc.  "Scott's
extensive experience in marketing innovative life sciences
products and knowledge of the oral healthcare market are
consistent with our company's goal of advancing more personalized
care in the prevention of periodontal disease and across all of
our wellness programs.  He has a proven track record of building
valuable brands and driving strong sales performance."

Scott Snyder has nearly 25 years of global consumer marketing
experience in life sciences and consumer healthcare.  Most
recently, Scott served as Vice President of Marketing and General
Manager at Bausch & Lomb, Inc., where he led the successful
turnaround of the company's global lens care business and directed
global franchise management.  Prior to this, Scott held marketing
leadership roles with Johnson & Johnson, Inc. (J&J) for more than
20 years, including Executive Director of Marketing for Orapharma,
Inc., where he successfully led the post-acquisition integration
of the dental company into J&J and repositioned the business for
further growth.  Other positions at J&J included Vice President of
Marketing for Therakos, Inc., Director of Managed Care Sales for
McNeil Specialty Pharmaceuticals, Inc. and Marketing Director for
the Tylenol brand.

"I welcome the opportunity to work with Interleukin and its
strategic partners to provide the marketing leadership necessary
to advance personalized care in dentistry through the regular use
of the PST genetic test and personalized medicine overall," said
Scott Snyder, chief marketing officer, Interleukin Genetics, Inc.

                          About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Following the Company's financial results for the year ended
Dec. 31, 2011, Grant Thornton LLP, in Boston, Massachusetts,
expressed substantial doubt about Interleukin Genetics' ability to
continue as a going concern.  The independent auditors noted that
the Company incurred a net loss of $5.02 million during the year
ended Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $12.27 million and its
total liabilities exceeded total assets by $11.4 million.

The Company reported a net loss of $5.0 million for 2011, compared
with a net loss of $6.0 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $3.50
million in total assets, $15.96 million in total liabilities, all
current, and a $12.45 million total stockholders' deficit.


INTERNATIONAL HOME: Preliminary Examiner Report Out Jan. 18
-----------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico approved the appointment of Marcos
L. Colon Cuebas, CPA, as examiner for International Home Products,
Inc., and Health Distillers International, Inc.

Donald F. Walton, the U.S. Trustee for Region 21, and the examiner
have agreed to this timetable for the work to be performed:

      a. Dec. 7, 2012 -- Work-plan and budget due, after
         examination of documents at the Debtors' facilities;

      b. Jan. 18, 2013 -- Preliminary report due; and

      c. Feb. 19, 2012 -- Final report due.

The examiner will be compensated at these hourly rates:

          Partners         $150
          Manager          $100
          Seniors           $75
          Staff             $65

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

As reported by the TCR on Oct. 2, 2012, secured creditor First
Bank Puerto Rico asked the Court to appoint an examiner in the
Chapter 11 cases of the Debtors, saying that the examiner will
conduct an investigation of the Debtors' management of assets and
their financial affairs because, among other things, the Debtors
have not completed an audit of their financial statements for the
years 2010 and 2011.  Creditor Marian Ellen Foti joined in the
motion of First Bank to appoint an examiner.

On Oct. 4, 2012, the Court stated that since the debts in the case
exceed $5 million, the appointment of an examiner is mandatory.

On Oct. 9, 2012, the Debtors requested reconsideration to the
court order due to the fact that the Debtors have contested in
their objection to the appointment of the examiner and the
supplement thereto that the fixed, liquidated and unsecured debts
excluding debts for goods, services, or taxes, or debts to
insiders, do not reach the $5 million limit imposed by the
Bankruptcy Code.  The Debtors reinstated in the supplement that
First Bank's claim in full has been disputed and is contingent to
the results of an adversary proceeding and a pending appeal.
Without First Bank's claim, the requirement of the $5 million
fixed, liquidated, unsecured debts, excluding debts for goods,
services, taxes or debts to insiders, is not complied.

On Oct. 22, 2012, the Court denied the Debtors' motion for
reconsideration on the court order authorizing the appointment of
an examiner.  The Court said that the record shows that the
Debtors have more than $5 million in unsecured debts.  Proof of
claim 9-1, as amended, filed by Firstbank shows a total amount
claimed of $36,865,623 and the value of collateral of $27 million.
Thus the difference exceeds $5 million.  According to the Court,
the claim has not been objected to.  The issue regarding
Firstbank's claim is whether it is secured or not.  The Court
found that it was at a hearing held on May 3, 2012, and in the
order entered on May 15, 2012.  The order was entered in relation
to the Debtors' request for use of cash collateral and not as a
result of an objection to claim.  The order was appealed to the
U.S. District Court.  "If the Debtors prevail in their appeal, the
amount of unsecured debt will increase," the Court stated.  A
review of the minutes of the hearing held on July 24, 2012, shows
the Debtors accepted amounts of $40 million; and in the joint
motion filed on June 22, 2012, the unsecured debt admitted exceeds
$5 million.

                 About International Home Products

International Home Products, Inc., is engaged in the sale,
financing of "Lifetime" cookware and other kitchenware as well as
sale of account receivables in the secondary market.  It is the
exclusive distributor of "Lifetime" products in Puerto Rico for
over 40 years.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 12-02997) on April 19,
2012.  Carmen D. Conde Torres, Esq., in San Juan, P.R.,
serves as the Debtor's counsel.  Wigberto Lugo Mendel, CPA,
serves as its accountants.  The Debtor disclosed $66,155,798 and
$43,350,031 in liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.


J & J PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: J & J Properties of Lake Wylie, LLC
        P.O. Box 5274
        Lake Wylie, SC 29710

Bankruptcy Case No.: 13-00067

Chapter 11 Petition Date: January 4, 2013

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

Judge: Helen E. Burris

Debtor's Counsel: Reid B. Smith, Esq.
                  PRICE BIRD SMITH & BOULWARE, P.A.
                  1712 St Julian Place, Suite 102
                  Columbia, SC 29204
                  Tel: (803) 779-2255
                  E-mail: reid@pricebirdlaw.com

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

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

A copy of the Company's list of its six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/scb13-00067.pdf

The petition was signed by JR Pettus, authorized representative.


JACKSONVILLE BANCORP: Amends Purchase Agreement with CapGen
-----------------------------------------------------------
Jacksonville Bancorp, Inc., on Dec. 31, 2012, entered into an
Amended and Restated Stock Purchase Agreement with its largest
shareholder, CapGen Capital Group IV LP, and 19 other accredited
investors for the purchase by the Investors of an aggregate of
approximately 50,000 shares of the Company's Mandatorily
Convertible, Noncumulative, Nonvoting Perpetual Preferred Stock,
Series A, liquidation preference $1,000 per share, at a purchase
price of $1,000 per share, subject to the terms and conditions
contained in the Restated Stock Purchase Agreement.  The Stock
Purchase closed on Dec. 31, 2012.

The Company expects an aggregate of approximately 100 million
shares of common stock and Nonvoting Common Stock to be issued
upon conversion of the Series A Preferred Stock.  The Conversion
Price and Conversion Rate were approved by a special pricing
committee of the Company's board of directors comprised solely of
disinterested directors, and ratified by the entire board.

Under the Restated Stock Purchase Agreement, the Investors have
preemptive rights with respect to public or private offerings of
Common Stock during a 24-month period after the closing of the
Stock Purchase to enable the Investors to maintain their
percentage interests of Common Stock beneficially owned.  The
Investors' preemptive rights will not apply to a public offering,
including any rights offering, of up to $10 million that commences
within six months of the closing of the Stock Purchase.

The Company's directors and executive officers have agreed to vote
their shares of common stock in favor of the issuance of Common
Stock and Nonvoting Common Stock in the conversion and the
amendment to the Articles increasing the authorized shares of
Common Stock and authorizing the new class of Nonvoting Common
Stock, among the other proposals to be considered at the special
meeting of the Company's shareholders.

Under the Restated Stock Purchase Agreement, the Company agreed to
reimburse CapGen for all of its expenses incurred in connection
with the transaction, up to $750,000, and agreed to pay fees
totaling $714,000 to Investors advised or managed by two current
shareholders of the Company, in respect of their new investments.

Sandler O'Neill + Partners, L.P., acted as sole placement agent
for the Stock Purchase.  In connection with the Stock Purchase,
the Company has agreed to indemnify the Placement Agent and the
Investors against certain liabilities.

A copy of the Amended Stock Purchase Agreement is available for
free at http://is.gd/H2qouN

Registration Rights

Also on Dec. 31, 2012, and in connection with the Stock Purchase,
the Company entered into an Amended and Restated Registration
Rights Agreement with the Investors pursuant to which the Company
is obligated to use its commercially reasonable best efforts to
file a registration statement covering the resale of the shares of
Series A Preferred Stock issued in the Stock Purchase and the
shares of Common Stock and Nonvoting Common Stock issuable upon
conversion of such Series A Preferred Stock, within 45 days
following the closing of the Stock Purchase.  The Restated
Registration Rights Agreement also provides Investors with demand
registration rights and piggyback registration rights under
certain circumstances.  The Restated Registration Rights Agreement
replaced the Registration Rights Agreement dated Aug. 22, 2012, by
and between the Company and CapGen.  A copy of the Amended
Registration Rights Agreement is available for free at:

                         http://is.gd/NRcXHW

Exchange of Series B Preferred Stock

Simultaneously with the closing of the Stock Purchase, CapGen
exchanged its 5,000 outstanding shares of the Company's
Noncumulative, Nonvoting, Perpetual Preferred Stock, Series B for
an aggregate of 5,000 shares of Series A Preferred Stock.  The
Exchange was made pursuant to the Amended and Restated Exchange
Agreement between the Company and CapGen dated Dec. 31, 2012,
which replaced the Exchange Agreement between the Company and
CapGen dated Sept. 27, 2012.

A copy of the Amended Exchange Agreement is available at:

                        http://is.gd/YfxL8n

Subscription Agreements

Also on Dec. 31, 2012, the Company accepted subscriptions to
purchase a total of 2,265 shares of Series A Preferred Stock, at a
purchase price of $1,000 per share, from ten of its executive
officers, directors and other related parties, including
affiliates of CapGen, which consideration consisted of an
aggregate of $465,000 in cash and $1.8 million in the cancellation
of outstanding debt under the Company's revolving line of credit
held by those Subscribers or their related interests.  The
Subscriptions were made pursuant to individual subscription
agreements with the Company.  The Company has agreed to include
the shares of Series A Preferred Stock issued to the Subscribers
in the resale registration statement filed pursuant to the
Restated Registration Rights Agreement.  A copy of the
Subscription Agreement is available at http://is.gd/gSGwjh

Asset Sale

On Dec. 28, 2012, The Jacksonville Bank, a wholly-owned subsidiary
of the Company, entered into an Asset Purchase Agreement with a
real estate investment firm for the purchase by the Asset
Purchaser of approximately $25.1 million of certain of the Bank's
loans and other assets for approximately $11.7 million.  The
assets underlying the Asset Sale included other real estate owned
(OREO), non-accrual loans and other loans with high potential for
further deterioration.  The valuation for the consideration paid
in the Asset Sale was supported by an analysis of similar sales
conducted by the Bank's financial advisor, and by other local area
marketing of the same assets.  The Asset Sale was completed on
Dec. 31, 2012, immediately prior to the closing of the Stock
Purchase, and involved the immediate transfer of servicing from
the Bank, as permitted by federal law.  The Asset Purchase
Agreement contained customary representations and warranties and
the closing was subject to the satisfaction of customary
conditions.  On Dec. 31, 2012, the Bank completed the Asset Sale.
A copy of the Asset Purchase Agreement is available at:

                        http://is.gd/j2RPm8

On Dec. 31, 2012, the Company, the Bank and Stephen C. Green
entered into Amendment No. 1 to the Executive Employment Agreement
for Mr. Green.  The Green Amendment provides that Mr. Green, upon
the occurrence of certain conditions and upon further action of
the Compensation Committee, will receive an option award
exercisable for shares of Common Stock equal to 2% of the shares
of Common Stock and Nonvoting Common Stock to be issued in the
conversion of the Series A Preferred Stock.  If granted, the
option award would vest 40% on the date of grant, 20% on the first
anniversary of the date of grant and 40% on the second anniversary
of the date of grant, and the exercise price for the option would
be the fair market value of the Common Stock on the date of grant.
The option award is contingent upon, among other things, the
conversion of the Series A Preferred Stock and the receipt of
certain shareholder approvals.  The option award replaces the
award of restricted stock described in Mr. Green's original
employment agreement.

Under the Green Amendment, if Mr. Green's employment is
terminated, Mr. Green will be entitled to receive his base salary
for a period of 18 months following his termination date. Upon
such early termination of employment, any unvested equity awards
held by Mr. Green will be forfeited, except in the event that he
terminates his employment because of an uncured breach of the
employment agreement by the Company or the Bank or as a result of
a change in his position or duties, in which case any unvested
equity awards he held as of the termination date will be
automatically vested in full.

A copy of the Employment Amendment is available for free at:

                        http://is.gd/5qf3yC

On Dec. 27, 2012, the Company amended its Articles to amend and
restate the Series B Preferred Stock designation previously filed
with the Florida Secretary of State on Sept. 27, 2012.  The Series
B Designation Amendment amended the Series B Designation primarily
to (i) reduce the total number of authorized shares of Series B
Preferred Stock from 10,000 shares to 5,000 shares, (ii) provide
that no dividends will accrue or be payable on the Series B
Preferred Stock prior to June 1, 2013, for any purpose, and (iii)
reduce the redemption price of the Series B Preferred Stock from
105% to 100% of the liquidation preference.  The Series B
Designation Amendment became effective upon filing.

Also on Dec. 27, 2012, the Company filed with the Florida
Secretary of State the Series A Designation as an amendment to the
Articles establishing the voting and other powers, preferences and
relative, participating, optional or other rights, and the
qualifications, limitations and restrictions applicable to the
Series A Preferred Stock.  The Company authorized for issuance
50,000 shares of Series A Preferred Stock in the Series A
Designation.

                    About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999, and
provides a variety of community banking services to businesses and
individuals in Jacksonville, Florida.

According to the Form 10-Q for the period ended June 30, 2012, the
Bank was adequately capitalized at June 30, 2012.  Depository
institutions that are no longer "well capitalized" for bank
regulatory purposes must receive a waiver from the FDIC prior to
accepting or renewing brokered deposits.  The Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA") generally
prohibits a depository institution from making any capital
distribution (including paying dividends) or paying any management
fee to its holding company, if the depository institution would
thereafter be undercapitalized.

The Bank had a Memorandum of Understanding ("MoU") with the FDIC
and the Florida Office of Financial Regulation that was entered
into in 2008, which required the Bank to have a total risk-based
capital of at least 10% and a Tier 1 leverage capital ratio of at
least 8%.  Recently, on July 13, 2012, the 2008 MoU was replaced
by a new MoU, which, among other things, requires the Bank to have
a total risk-based capital of at least 12% and a Tier 1 leverage
capital ratio of at least 8%.  "We did not meet the minimum
capital requirements of these MOUs at June 30, 2012, and Dec. 31,
2011, when the Bank had total risk-based capital of 8.09% and
9.85% and Tier 1 leverage capital of 5.26% and 6.88%,
respectively."

Jacksonville's balance sheet at Sept. 30, 2012, showed $551.55
million in total assets, $537.97 million in total liabilities and
$13.57 million in total shareholders' equity.


JEFFRIE E. LONG: To Sell Real Properties to Pay Off PNC Bank
------------------------------------------------------------
Jeffrie E. Long, Sr. and Sharon L. Long have agreed to sell all or
part of their real estate properties by Feb. 15 as part of the
Longs' stipulation to provide adequate protection to their lender,
PNC Bank, National Association.  Proceeds of the sale will be
applied to their debt with PNC Bank.

PNC Bank provided a commercial loan to the Debtors pre-bankruptcy.
As of the Petition Date, the Bank asserts, and the Debtors do not
dispute, a balance due on two term notes of $564,185, including
principal, interest, fees, attorney's fees and costs on Note One
of $344,304 and principal, interest, fees, attorney's fees and
costs on Note Two of $219,880.

Note One is secured by a first priority lien on the Debtors' real
property known as 5981 Stephen Reid Road, Huntington, Maryland;
and on real property known as 4719 N. Solomans Island Road,
Huntington, Maryland.

Note Two is secured by a second priority lien on the Solomans
Island Property.

The Debtors previously filed three motions to sell the Solomans
Island Property, but have withdrawn all three Motions for various
reasons.

The Debtors also have agreed to make consecutive monthly adequate
protection payments to the bank of $1,872.45 beginning Nov. 30,
2012, and due by the 15th day of each month thereafter.

Bankruptcy Judge Thomas J. Catliota gave his stamp of approval on
the parties' Stipulation and Consent Order (A) Providing Adequate
Protection to PNC Bank, National Association and (B) Modifying the
Automatic Stay, on dated Jan. 3, 2013.  A copy of the Stipulation
is available at http://is.gd/5nB5g4from Leagle.com.

Jeffrie E. Long, Sr. and Sharon L. Long filed a Chapter 11
petition (Bankr. D. Md. Case No. 11-29719) on Oct. 3, 2011.  The
Longs are represented by:

          Alon J. Nager, Esq.
          CHAIFETZ AND COYLE, P.C.
          7164 Columbia Gateway Drive, Suite 205
          Columbia, MD 21046
          Tel: 443-546-4608
          E-mail: anager@chaifetzandcoyle.com

Counsel for lender, PNC Bank, is:

          Marc E. Shach, Esq.
          WEINSTOCK, FRIEDMAN & FRIEDMAN, P.A.
          4 Reservoir Circle
          Baltimore, MD 21208
          Tel: 410-559-90000
          E-mail: marc.shach@weinstocklegal.com


JERRY FERGUSON: Can't Pay Personal Taxes Under Chapter 12 Plan
--------------------------------------------------------------
Judge Thomas L. Perkins denied confirmation of a First Amended
Chapter 12 Plan of Reorganization that proposes to pay through the
plan the debtors' postpetition personal (non-estate) tax
liabilities, saying the provision runs afoul of broad and clear
proscription of the Supreme Court's ruling in Hall v. U.S. against
paying any postpetition income taxes through a chapter 12 plan.

In the first amended plan, Jerry D. Ferguson and Julie R. Ferguson
propose to pay large income tax liabilities to the Internal
Revenue Service and the Illinois Department of Revenue.  When the
Fergusons' filed their chapter 12 petition (Bankr. C.D. Ill. Case
No. 10-81401) on April 28, 2010, they filed Schedule E stating
that they did not have any unpaid prepetition income tax
liability.  On Aug. 31, 2010, after notice and Court approval, the
Fergusons sold much of their farm machinery and equipment at
auction, generating gross proceeds of $304,470 and creating a tax
liability for capital gains of an unspecified amount.  The
Fergusons also had ordinary farm income in 2010, as well as
nonfarm income from Jerry Ferguson's employment as a railroad
conductor and Julie Ferguson's employment as a respiratory
therapist.

The initial Chapter 12 Plan the Fergusons filed on May 25, 2011,
proposed to treat the postpetition capital gains taxes as general
unsecured (nonpriority) claims in reliance on 11 U.S.C. Section
1222(a)(2)(A).  In proposing that treatment of the tax debt in
their initial plan, the Fergusons relied upon Knudsen v. I.R.S.,
581 F.3d 696 (8th Cir. 2009), holding that the priority-stripping
effect of section 1222(a)(2)(A) is not limited to prepetition
sales, but captures capital gains taxes arising from postpetition
sales of farm assets as well.

According to Judge Perkins, Knudsen was subsequently abrogated by
the Supreme Court in Hall v. U.S., 132 S.Ct. 1882, 182 L.Ed.2d 840
(2012)(decided May 14, 2012), holding that the federal income tax
liability resulting from a postpetition farm sale is not "incurred
by the estate" under section 503(b) and thus is neither
collectible nor dischargeable in a chapter 12 plan.

The first amended plan, filed Aug. 28, 2012, estimates the
Fergusons' 2010 income tax liability to the IRS at $193,635 and to
IDOR at $19,553, and proposes to pay these postpetition debts in
full within three months after confirmation.  The first amended
plan also proposes to have the Chapter 12 Trustee pay the tax
liability for their 2011 and 2012 income in full within the same
three-month period.  That liability is unknown.  Nothing in the
record indicates that the Fergusons have filed their federal or
state income tax returns for 2010 or any subsequent year.

The Fergusons propose to obtain the funds needed to pay the
postpetition tax liabilities from the post-confirmation sale of a
48 acre farm that the Fergusons own.  The first amended plan
provides that the farm will be sold to Jerry Ferguson's brother
for $321,000, with the sale proceeds, net of transaction costs,
secured claims and expenses of administration of the estate, used
to pay the postpetition income and capital gains taxes to the
extent of available funds.

Objections to confirmation have been filed by creditors Lee
Foster, LaHarpe Elevator and West Central FS, Inc.  While the
standing Chapter 12 Trustee, Michael D. Clark, has not filed a
written objection to the first amended plan, he has asserted a
verbal objection and has filed a brief in opposition to
confirmation.  The objecting creditors and the Trustee contend
that the first amended plan's proposal to use estate assets to pay
the postpetition tax liability violates the Supreme Court's ruling
in Hall.  The Fergusons argue that because they are no longer
seeking to discharge the postpetition capital gains tax debts in
reliance on section 1222(a)(2)(A), Hall is no impediment to
confirmation of the first amended plan.

According to Judge Perkins, the Fergusons' narrow view of Hall
cannot withstand even a cursory reading of the opinion.  The
Supreme Court held that the federal income tax liability resulting
from a postpetition farm sale is not "incurred by the estate" and
is neither collectible nor dischargeable in a chapter 12 plan.
The Fergusons are not seeking to discharge any portion of their
postpetition income and capital gains tax liability in their
chapter 12 case since they are proposing full payment of the
liability.  They are, however, proposing to have that liability
paid and collected through their plan out of the proceeds from
sale of assets of the estate.  This proposal runs afoul of Hall's
holding that postpetition tax liabilities incurred by chapter 12
debtors, personally, rather than by the estate, are not
collectible (payable) in a chapter 12 plan.  Judge Perkins said,
while Hall's holding was issued in the context of capital gains
tax liability, the Supreme Court's rationale, that a chapter 12
estate is not a taxable entity and cannot incur income tax
liability, is broader and covers ordinary income taxes as well as
capital gains taxes.

A copy of the Court's Jan. 2 Opinion is available at
http://is.gd/U1E2Pafrom Leagle.com.


LBI MEDIA: Voluntarily Deregisters 11% Discount Notes
-----------------------------------------------------
LBI Media Holdings, Inc., filed a Form 15 with the U.S. Securities
and Exchange Commission to voluntarily terminate registration of
its 11% senior discount notes due 2013 and suspend its reporting
obligations with the SEC.  The 11% Senior Discount Notes due 2013
were held of record by approximately 14 persons as of Jan. 1,
2012, and approximately 13 persons as of Jan. 1, 2013.

                          About LBI Media

Headquartered in Burbank, CA, LBI Media, Inc., operates Spanish-
language broadcasting properties including 21 radio stations (15
FM and 6 AM generating 47% of 2011 revenue) and 9 television
stations plus the EstrellaTV Network (53% of 2011 revenue).
EstrellaTV is a Spanish-language television broadcast network that
was launched in the fall of 2009. Through EstrellaTV, the company
is affiliated with television stations in 39 DMAs comprising 78%
of U.S. Hispanic television households.  Jose Liberman founded the
company in 1987, together with his son, Lenard Liberman.
Shareholders include Jose Liberman (20%), Lenard Liberman (41%),
Oaktree Capital (26%) and Tinicum Capital (13%).  The dual class
equity structure provides the Liberman's with 94% of voting
control between Jose Liberman (31%) and Lenard Liberman (63%).
Revenues for FY2011 totaled $117.5 million.

LBI Media's balance sheet at Sept. 30, 2012, showed $311.61
million in total assets, $561.02 million in total liabilities and
a $249.40 million total stockholders' deficiency.

"The condensed consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern," the Company said in its quarterly report for the period
ended Sept. 30, 2012.  "However, as a result of uncertainties
related to future sources and sufficiency of liquidity required by
the Company to satisfy its outstanding debt and debt service
obligations... there is substantial doubt about the Company's
ability to continue as a going concern."

                           *    *     *

As reported by the TCR on Dec. 13, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Burbank, Calif.-
based LBI Media Inc. (LBI) to 'CC' from 'D'.

"We raised the corporate credit rating to 'CC' from 'D' based on
LBI Media Holdings' disclosure that it made the interest payment
(about $3.8 million) on its 11% senior discount notes and had
cured the default," said Standard & Poor's credit analyst Minesh
Patel.

In the April 5, 2012, edition of the TCR, Moody's Investors
Service downgraded LBI Media, Inc.'s Corporate Family Rating (CFR)
and Probability-of-Default Rating (PDR) each to Caa2 from Caa1 and
downgraded debt instruments accordingly.  The downgrades follow
the company's earnings release for the 4th quarter of 2011 and
reflect weakened liquidity, revenue and EBITDA declines for radio
stations compounded by EBITDA declines for television operations,
and Moody's view that LBI's capital structure is unsustainable.
The rating outlook was changed to Negative from Stable.


LBI MEDIA: Settles Exchange Offers and Consent Solicitations
------------------------------------------------------------
LBI Media Holdings, Inc., Liberman Broadcasting, Inc., the direct
parent of Holdings, and LBI Media, Inc., a wholly-owned direct
subsidiary of Holdings, settled (i) their previously announced
private exchange offers and consent solicitations to exchange:

   (a) up to 100% of Media's outstanding 8 1/2% Senior
       Subordinated Notes due 2017 in exchange for Media's new
       11 1/2% / 13 1/2% PIK toggle second priority secured
       subordinated notes due 2020 and warrants to purchase shares
       of Parent's Class A common stock, par value $0.001; and

   (b) up to 100% of Holdings' outstanding 11% senior discount
       notes due 2013 in exchange for either (i) Second Priority
       Secured Subordinated Notes, or (ii) Holdings' new 11%
       senior notes due 2017, and (ii) Media's previously
       announced concurrent solicitation of consents from holders
       of its 9 1/4% Senior Secured Notes due 2019 to certain
       amendments to the indenture governing the First Priority
       Senior Secured Notes.

As previously announced, (i) approximately $174.6 million, or
76.3%, of the outstanding principal amount of Old Senior
Subordinated Notes were validly tendered and not withdrawn in
exchange for Second Priority Secured Subordinated Notes and
Warrants and (ii) approximately $30.9 million, or 73.8%, of the
outstanding principal amount of Discount Notes not held by
Holdings were validly tendered and not withdrawn, of which
approximately $10.2 million were validly tendered in exchange for
Second Priority Secured Subordinated Notes and approximately $20.7
million were validly tendered in exchange for Holdings Notes.
Based on the principal amount of Old Notes validly tendered, not
withdrawn and accepted, approximately $115.2 million aggregate
principal amount of Second Priority Secured Subordinated Notes,
$21.1 million aggregate principal amount of Holdings Notes and
106.1559 Warrants will be issued in exchange for those Old Notes,
as applicable.

In connection with the settlement of the Exchange Offers, Holdings
or Media, as applicable, entered into the following agreements or
amendments to previously executed agreements:

(a) Second Priority Secured Subordinated Notes Indenture and
    Second Priority Secured Subordinated Notes

On Dec. 31, 2012, Media issued approximately $115.2 million
aggregate principal amount of the Second Priority Secured
Subordinated Notes, which mature on April 15, 2020, pursuant to an
indenture, dated as of Dec. 31, 2012, among Media, the guarantors
party thereto, and U.S. Bank National Association, as trustee.

(b) Holdings Notes Indenture and Holdings Notes

On Dec. 31, 2012, Holdings issued approximately $21.1 million
aggregate principal amount of 11% Senior Notes due 2017, which
mature on April 30, 2017, pursuant to an indenture, dated as of
Dec. 31, 2012, between Holdings and the Trustee.  The Holdings
Notes are Holdings' general unsecured senior obligations and rank
equally in right of payment with the Discount Notes and all of
Holdings' future unsecured senior indebtedness.

(c) Old Senior Subordinated Notes Supplemental Indenture

On Dec. 31, 2012, Media amended the Indenture, dated as of
July 23, 2007, among Media, the guarantors party thereto and the
Trustee, relating to the Old Senior Subordinated Notes pursuant to
a supplemental indenture dated as of Dec. 31, 2012, among Media,
the guarantors party thereto and the Trustee.  The Old Senior
Subordinated Notes Supplemental Indenture revised the Old Senior
Subordinated Notes Indenture by modifying the anti-layering
covenant to permit the issuance of the Second Priority Secured
Subordinated Notes and up to $5 million principal amount of
indebtedness that may be issued in the future in exchange for
either Old Senior Subordinated Notes or Discount Notes.

(d) Discount Notes Supplemental Indenture

On Dec. 31, 2012, Holdings amended the Indenture, dated as of
Oct. 10, 2003, between Holdings and the Trustee, relating to the
Discount Notes pursuant to a supplemental indenture dated as of
Dec. 31, 2012, between Holdings and the Trustee.  The Discount
Notes Supplemental Indenture, among other things, revised the
Discount Notes Indenture by eliminating substantially all of the
restrictive covenants and certain events of default, modifying
covenants regarding mergers and consolidations and modifying or
eliminating certain other provisions, including certain provisions
relating to defeasance.

(e) First Priority Senior Secured Notes Supplemental Indenture

On Dec. 31, 2012, Media amended the Indenture, dated as of
March 18, 2011, among Media, the guarantors party thereto and the
Trustee, relating to the First Priority Senior Secured Notes
pursuant to a supplemental indenture dated as of Dec. 31, 2012,
among Media, the guarantors party thereto and the Trustee.  The
First Priority Senior Secured Notes Supplemental Indenture, among
other things, revised the First Priority Senior Secured Notes
Indenture and the First Priority Senior Secured Notes to increase
the interest rate payable on the First Priority Senior Secured
Notes from 9 1/4% to 10% per annum, modify the covenants to permit
the Exchange Offers and related transactions, modify debt, lien,
investment and restricted payment negative covenants, add a
requirement to pay additional interest of 3% per annum upon and
during the continuance of an event of default and add certain real
property collateral as security for the First Priority Senior
Secured Notes.  The First Priority Senior Secured Notes
Supplemental Indenture also limits Media's ability to repay the
Discount Notes to no more than 10% of the outstanding principal
amount of the Discount Notes outstanding immediately prior to the
closing of the Exchange Offers (excluding Discount Notes held by
Holdings or its affiliates or any directors, officers,
stockholders and other affiliates of Media or Holdings) and any
related interest, premium, fees, costs, expenses and other amounts
owing thereunder with respect thereto, or a maximum amount of
approximately $4.2 million.  All of these covenants are subject to
a number of important limitations and exceptions.

(f) Amendment to Credit Agreement

The proposed amendments to Media's Amended and Restated Credit
Agreement, dated as of March 18, 2011, by and among Media, the
guarantors party thereto, the lenders party thereto, Credit Suisse
Securities (USA) LLC, as lead arranger, Credit Suisse AG, Cayman
Islands Branch, as collateral trustee, and Credit Suisse AG,
Cayman Islands Branch, as administrative agent that were
previously disclosed in Holdings' Current Report on Form 8-K filed
on Dec. 21, 2012, became effective on Dec. 31, 2012, in connection
with the consummation of the Exchange Offers.

      Compensatory Arrangements of Certain Officers

On Dec. 31, 2012, Media:

   (a) in connection with Jose Liberman's employment arrangements
       with the Companies, forgave the following loans (including
       all accrued and unpaid interest thereon) previously made by
       Media to Jose Liberman, the Chairman of the board of
       directors of each of the Companies: (i) a loan in the
       initial principal amount of $146,950 made on or around
       Dec. 20, 2001, and (ii) a loan in the initial principal
       amount of $75,000 made on or around July 29, 2002, (the
       loans described in the preceding clauses (i) and (ii),
       together with all accrued and unpaid interest thereon, are
       referred to herein as the "Jose Liberman Loans").  In
       connection with the forgiveness of the Jose Liberman Loans,
       any and all outstanding related notes and other
       documentation were cancelled.  In connection with his
       continuing employment arrangements and the successful
       completion of the Exchange Offers, Jose Liberman was also
       granted a bonus of up to $225,000.

   (b) in connection with Lenard Liberman's employment
       arrangements with the Companies, forgave the following
       loans previously made by Media to Lenard Liberman, the
       Chief Executive Officer, President, Secretary and a
       director of each of the Companies: (i) a loan in the
       initial principal amount of $243,095 made on or around
       Dec. 20, 2001, (ii) a loan in the initial principal amount
       of $32,000 made on or around June 14, 2002, and (iii) a
       loan in the initial principal amount of $1,916,563 made on
       or around July 9, 2002, (the loans described in the
       preceding clauses (i), (ii) and (iii), together with all
       accrued and unpaid interest thereon.

       In connection with the forgiveness of the Lenard Liberman
       Loans, any and all outstanding related notes and other
       documentation were cancelled.  In connection with his
       continuing employment arrangements and the successful
       completion of the Exchange Offers, Lenard Liberman was also
       granted a bonus of up to $2.2 million.

   (c) in connection with Winter Horton's employment arrangements
       with the Companies, forgave the following loans (including
       all accrued and unpaid interest thereon) previously made by
       Media to Winter Horton, the Chief Operating Officer and a
       director of each of the Companies: (i) a loan in the
       initial principal amount of $30,000 made on or around
       Nov. 20, 1998, (ii) a loan in the initial principal amount
       of $36,000 made on or around November 22, 2002, (iii) a
       loan in the initial principal amount of $349,000 made on or
       around Nov. 29, 2002 and (iv) a loan in the initial
       principal amount of $275,000 made on or around April 8,
       2006, (the loans described in the preceding clauses (i),
       (ii), (iii) and (iv), together with all accrued and unpaid
       interest thereon, are referred to herein as the "Winter
       Horton Loans"). In connection with the forgiveness of the
       Winter Horton Loans, any and all outstanding related notes
       and other documentation were cancelled.

In connection with the Exchange Offers, Parent will issue Warrants
to purchase up to 106.1559 shares of its Class A Common Stock,
$0.001 par value per share, in exchange for Old Senior
Subordinated Notes that were validly tendered and accepted in the
Exchange Offers.  The shares of Class A Common Stock issuable upon
exercise of the Warrants will represent approximately 26.7% of the
outstanding shares of Class A Common Stock and Class B Common
Stock, par value $0.001 per share, of Parent, outstanding
immediately after closing of the Exchange Offers and after giving
effect to the exercise of the Warrants.

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

                        http://is.gd/7SUABJ

                         About LBI Media

Headquartered in Burbank, CA, LBI Media, Inc., operates Spanish-
language broadcasting properties including 21 radio stations (15
FM and 6 AM generating 47% of 2011 revenue) and 9 television
stations plus the EstrellaTV Network (53% of 2011 revenue).
EstrellaTV is a Spanish-language television broadcast network that
was launched in the fall of 2009. Through EstrellaTV, the company
is affiliated with television stations in 39 DMAs comprising 78%
of U.S. Hispanic television households.  Jose Liberman founded the
company in 1987, together with his son, Lenard Liberman.
Shareholders include Jose Liberman (20%), Lenard Liberman (41%),
Oaktree Capital (26%) and Tinicum Capital (13%).  The dual class
equity structure provides the Liberman's with 94% of voting
control between Jose Liberman (31%) and Lenard Liberman (63%).
Revenues for FY2011 totaled $117.5 million.

LBI Media's balance sheet at Sept. 30, 2012, showed $311.61
million in total assets, $561.02 million in total liabilities and
a $249.40 million total stockholders' deficiency.

"The condensed consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern," the Company said in its quarterly report for the period
ended Sept. 30, 2012.  "However, as a result of uncertainties
related to future sources and sufficiency of liquidity required by
the Company to satisfy its outstanding debt and debt service
obligations... there is substantial doubt about the Company's
ability to continue as a going concern."

                           *    *     *

As reported by the TCR on Dec. 13, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Burbank, Calif.-
based LBI Media Inc. (LBI) to 'CC' from 'D'.

"We raised the corporate credit rating to 'CC' from 'D' based on
LBI Media Holdings' disclosure that it made the interest payment
(about $3.8 million) on its 11% senior discount notes and had
cured the default," said Standard & Poor's credit analyst Minesh
Patel.

In the April 5, 2012, edition of the TCR, Moody's Investors
Service downgraded LBI Media, Inc.'s Corporate Family Rating (CFR)
and Probability-of-Default Rating (PDR) each to Caa2 from Caa1 and
downgraded debt instruments accordingly.  The downgrades follow
the company's earnings release for the 4th quarter of 2011 and
reflect weakened liquidity, revenue and EBITDA declines for radio
stations compounded by EBITDA declines for television operations,
and Moody's view that LBI's capital structure is unsustainable.
The rating outlook was changed to Negative from Stable.


LDK SOLAR: Agrees to Sell LDK Anhui for RMB25 Million
-----------------------------------------------------
LDK Solar Co., Ltd., has signed a purchase agreement with Shanghai
Qianjiang Group in which Qianjiang Group has agreed to purchase
all shares of LDK Anhui, located in Hefei City, for approximately
RMB 25 million.  According to the terms of the agreement,
Qianjiang Group will release the guarantee LDK Solar provided to
LDK Anhui and its subsidiaries within 12 months, as well as
compensate LDK Solar for any loss associated with that guarantee,
prior to its release.

As of Sept. 30, 2012, LDK Anhui carried consolidated negative net
assets of approximately US$54 million and as of Sept. 30, 2012,
total bank borrowings of LDK Anhui and its subsidiaries totaled
approximately US$485 million, with a consolidated asset-to-
liability ratio of 107%.  LDK Solar anticipates that the
divestiture of LDK Anhui will increase LDK Solar's pro forma
consolidated net assets by US$58 million as well as decrease LDK
Solar's pro forma consolidated asset-to-liability ratio by
approximately 1.8%.

"We are pleased to reach this purchase agreement with Shanghai
Qianjiang Group for LDK Anhui," stated Xingxue Tong, president and
CEO of LDK Solar.  "This agreement marks continued progress on our
plan to improve LDK Solar's liquidity and working capital."

                           About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic
of China, is a vertically integrated manufacturer of photovoltaic
products, including high-quality and low-cost polysilicon, solar
wafers, cells, modules, systems, power projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio under
a long-term debt agreement as of Dec. 31, 2011.  These conditions
raise substantial doubt about the Group's ability to continue as a
going concern.

LDK Solar's balance sheet at Sept. 30, 2012, showed
US$5.76 billion in total assets, US$5.41 billion in total
liabilities, US$299.02 million in redeemable non-controlling
interests and US$45.91 million in total equity.


LEE BRICK: Has Final OK to Use Cash Through Plan Confirmation
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina granted Lee Brick & Tile Company final authority to use
cash collateral of Capital Bank, N.A., through and including
the confirmation of the Debtor's Plan of Reorganization on the
same terms and conditions set forth in the Interim Order dated
Aug. 23, 2012.

U.S. Bankruptcy Judge Randy D. Doub has already approved the
disclosure statement for the Chapter 11 plan of Lee Brick.  The
confirmation hearing is scheduled for Jan. 16, 2013, at 9:30 A.M.

                           About Lee Brick

Sanford, North Carolina-based Lee Brick & Tile Company filed a
bare-bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04463)
on June 15, 2012, in Wilson on June 15, 2012.

Lee Brick -- http://www.leebrick.com/-- began its operations in
1951 after Hugh Perry and 10 local businessmen from Lee County
decided three years prior to invest in the business of
brickmaking.  In the late 1950's Hugh Perry bought out the
investing partners, making Lee Brick a solely owned and operated
family company.  Hugh Perry named his son Frank president in 1970,
which he served until 1999 and currently serves as CEO.  Since
1999 Don Perry succeeded his father and serves as the company's
president.  Frank Perry, along with his sons Don and Gil, and
brother-in-law JR (rad) Holton have helped guide the family
business through revolutionary changes in brick manufacturing that
few people in the ceramic industry could have ever anticipated.

Judge Randy D. Doub presides over the case.  Kevin L. Sink, Esq.,
at Nicholls & Crampton, P.A., serves as the Debtor's counsel.  The
petition was signed by Don W. Perry, president.

The Debtor, in its amended schedules, disclosed $27,851,968 in
assets and $14,136,003 in liabilities as of the Chapter 11 filing.
In the original schedules, the Debtor scheduled $27,851,968 in
assets and $14,135,140 in liabilities.  Lender Capital Bank is
owed $13.0 million, of which $6.5 million is secured.


LIGHTSQUARED INC: Lenders Targeting Falcone, Not Company Officers
-----------------------------------------------------------------
Joseph Checkler at Daily Bankruptcy Review reports that a group of
LightSquared Inc.'s lenders reiterated its desire to go after Phil
Falcone and Harbinger Capital Partners for a prebankruptcy loan
made to the wireless satellite company, making it clear that the
troubled venture's officers and directors won't be a target of the
lawsuit.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,


LITHIUM TECHNOLOGY: Axes Chia as Director, Names Nujit as Chair
---------------------------------------------------------------
Lithium Technology Corporation received a written consent of
majority shareholders Arch Hill Capital N.V. and its affiliates
removing Mr. William Chia as director of the Company.  On Jan. 3,
2013, AHC re-iterated its written consent and instruction to the
Company.

Effective Jan. 3, 2012, Hugorinus C. Nujit was appointed chairman
of the Board of Directors of the Company.

On April 1, 2011, Mr. Nujit was appointed as the Managing Director
of Arch Hill Capital N.V.  He graduated from Leyden University
(NL) in business law.  After his military services with the Dutch
Navy as navigation officer of a flotilla mine sweepers he worked
for various Dutch and US companies as legal counsel and director
including Wijsmuller Towage and Salvage, MAB Real Estate
Development and Building, Digital Equipment Corporation,
Intergraph Corporation and as Legal Counsel Europe and Director of
30 European legal entities at ArvinMeritor Corp.

                      About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company was not able to file its annual report for the period
ended Dec. 31, 2011, and its quarterly reports for the succeeding
periods.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $12.26 million on $6.06 million of total revenue.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                          Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


LODGENET INTERACTIVE: Soliciting Approval of Pre-Packaged Plan
--------------------------------------------------------------
LodgeNet Interactive Corporation entered into an Investment
Agreement with Colony Capital, LLC, and its affiliate, Col-L
Acquisition, LLC, and certain other investors, pursuant to which
Colony and those other investors will invest $60 million of new
capital in the Company, with an option to invest up to an
additional $30 million, to support a proposed recapitalization of
the Company.

Pursuant to the terms of the Investment Agreement, the Company and
all of its domestic subsidiaries will, among other things, (a)
commence a solicitation for acceptance of a pre-packaged plan of
reorganization based on the recapitalization transaction
contemplated by the Investment Agreement, (b) file voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code, and (c) seek approval of the Plan by the
bankruptcy court.

Because the Chapter 11 cases have not yet been commenced, this
Disclosure Statement has not been approved by the Bankruptcy Court
as containing adequate information within the meaning of section
1125(a) of the Bankruptcy Code.  Following the commencement of the
chapter 11 cases, the Debtors expect to promptly seek an order of
the Bankruptcy Court (1) approving this Disclosure Statement as
containing adequate information, (2) approving the solicitation of
votes as being in compliance with sections 1125 and 1126(b) of the
Bankruptcy Code, and (iii) confirming the proposed Plan.

On Jan. 4, 2013, the Company commenced a solicitation for
acceptance of the Plan.  A copy of the disclosure statement
regarding the Plan is available at http://is.gd/leXDme

The Plan provides that holders of prepetition trade and other
general unsecured claims will receive payment in full in cash.

                           About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television, Broadband and Advertising Media Solutions along with
nationwide technical and professional support services. LodgeNet
Interactive owns and operates businesses under the industry
leading brands: LodgeNet, The Hotel Networks and LodgeNet
Healthcare.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $291.74
million in total assets, $448.72 million in total liabilities and
a $156.98 million total stockholders' deficiency.


LODGENET INTERACTIVE: PAR Investment Lowers Equity Stake to 8.4%
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, PAR Investment Partners, L.P., PAR Group,
L.P., and PAR Capital Management, Inc., disclosed that, as of
Jan. 2, 2013, they beneficially own 2,248,677 shares of common
stock of LodgeNet Corporation representing 8.4% of the shares
outstanding.

PAR Investment Partners previously reported beneficial ownership
of 5,098,677 common shares or 18.65% equity stake as of
Nov. 18, 2010.

A copy of the amended filing is available for free at:

                         http://is.gd/MewobC

                           About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve. Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States. The Company's services include: Interactive
Television, Broadband and Advertising Media Solutions along with
nationwide technical and professional support services. LodgeNet
Interactive owns and operates businesses under the industry
leading brands: LodgeNet, The Hotel Networks and LodgeNet
Healthcare.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $291.74
million in total assets, $448.72 million in total liabilities and
a $156.98 million total stockholders' deficiency.


LODGENET INTERACTIVE: Receives NASDAQ Delisting Notice
------------------------------------------------------
LodgeNet Interactive Corporation disclosed that on January 3, 2013
the Company received a Staff Determination Letter from the Listing
Qualifications Department of The NASDAQ Stock Market, notifying
the Company that the Company's securities will be subject to
delisting from The NASDAQ Stock Market.  Trading of the Company's
common stock will be suspended at the opening of business on
January 14, 2013, and a Form 25-NSE will be filed with the U.S.
Securities and Exchange Commission to remove the Company's common
stock from listing and registration on The NASDAQ Stock Market.
The Company does not intend to request an appeal of the decision
to delist its common stock.

On December 31, 2012, the Company disclosed that it has entered
into a $60 million investment agreement with Colony Capital, LLC
and its affiliate, and certain other investors, to effect a
recapitalization of the Company that will be implemented through
an expedited Chapter 11 bankruptcy process.  Pursuant to the
Planned Bankruptcy Filing, as previously disclosed, holders of the
Company's outstanding shares of common stock and Series B
Preferred Stock will have their shares cancelled without receiving
any distribution.

The Staff's determination to delist the Company's securities from
The NASDAQ Stock Market, in accordance with the Staff's authority
under Listing Rules 5101 and IM-5101-1, was based on the Planned
Bankruptcy Filing and associated public interest concerns raised
by it. The Staff's letter also cited concerns regarding the
residual equity interest of the existing listed securities
holders, as well as concerns about the Company's ability to
sustain compliance with all requirements for continued listing on
The NASDAQ Stock Market, as reasons for the delisting
determination.

As previously disclosed, on August 31, 2012, the Staff notified
the Company that the bid price of its common stock had closed
below $1 per share for 30 consecutive trading days, and
accordingly, that the Company did not comply with Listing Rule
5450(a)(1).  Also, as previously disclosed, on September 21, 2012,
the Staff notified the Company that for 30 consecutive days prior
thereto it no longer met the market value of publicly held shares
requirement of $15 million as required by Listing Rule
5450(b)(3)(C).  The Company has not regained compliance with
either rule.

                          About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve. Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States. The Company's services include: Interactive
Television, Broadband and Advertising Media Solutions along with
nationwide technical and professional support services. LodgeNet
Interactive owns and operates businesses under the industry
leading brands: LodgeNet, The Hotel Networks and LodgeNet
Healthcare.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $291.74
million in total assets, $448.72 million in total liabilities and
a $156.98 million total stockholders' deficiency.


LON MORRIS: AmeriBid to Get 7% Commission in Asset Sale
-------------------------------------------------------
AmeriBid LLC, which is being hired by Lon Morris College to
conduct an auction of the Debtor's assets, will charge a 7%
commission and 2% buyer's premium to be paid from the proceeds of
the sale.

In addition, the Debtor and the firm will each pay 50% of
advertising and marketing expenses actually incurred in connection
with the auction, up to $35,000 each, for a total of $70,000, with
the firm receiving reimbursement for half of its related half-
share out of first sale proceeds.  The firm has not entered into
any agreement to share compensation as may be awarded to it for
services rendered in this case.

AmeridBid replaced Tranzon as auctioneer.

The Debtor said in court filings AmeriBid is expected to sell real
property in Jacksonville, Texas, and certain tangible personal
property associated with the real property.  The Debtor originally
proposed to hold the auction Dec. 13, 2012.  The auction was moved
to Jan. 14, 2013.

The sale would be approved in the context of a plan confirmation
after the auction.  The Debtor has proposed a plan that
encompasses an auction of the secured and unencumbered property.
The Debtor has said the auction -- as a cash-only, noncredit bid
auction -- should create a mechanism by which the free market
values the assets and gives the greatest recovery to the unsecured
creditors.

Stephen Karbelk, Co-Chairman of AmeriBid, is primarily responsible
for services rendered to the Debtor.  Mr. Karbelk has assured the
Court his firm 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.  The Bankruptcy Court has approved the Third
Amended Disclosure Statement describing the Plan.  The Court fixed
Jan. 18, 2013, at 4:00 p.m., at the Voting Deadline.  Written
objections to confirmation of the proposed Chapter 11 Plan must be
filed by Jan. 18, 2013.  The confirmation hearing will be held
Feb. 4, 2013, at 1:30 p.m.

A copy of the Third Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/lonmorris.doc230.pdf


LOUISIANA RIVERBOAT: Kasowitz Benson OK'd for Global Gaming Suit
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
authorized Louisiana Riverboat Gaming Partnership, et al., to
employ the Law Firm of Kasowitz, Benson, Torres & Friedman LLP as
special litigation counsel.

Kasowitz is expected to represent the Debtors in connection with
the evaluation and, if necessary, the prosecution of litigation
against Global Gaming on behalf of the Debtors' estates, nunc pro
tunc to Dec. 20, 2012.

These professionals are expected to have primary responsibility
for providing services to the Debtors with current applicable
rates as:

         Marc E. Kasowitz                   $1,195
         Andrew K. Glenn                      $910
         Jed Bergman                          $795
         Nii-Amar Amamoo                      $430

The hourly rates of Kasowitz's personnel are: (i) $500 to $1,195
for attorneys, (ii) $150 to $315 for project assistants and
paralegals.

Kasowitz's partners and associates do not hold or represent any
interest adverse to the Debtors or their estates with respect to
the matters for which Kasowitz is to be employed.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.

The primary purposes of the Plan are: (i) to provide for the sale
of substantially all of the Debtors' assets to Global Gaming
Legends, LLC, a Delaware limited liability company, Global Gaming
Vicksburg, LLC, a Delaware limited liability company and Global
Gaming Bossier City, LLC, a Delaware limited liability company,
pursuant to a  certain Purchase Agreement dated as of July 25,
2012; and (ii) to provide for payments and distributions to
creditors.


MADISON HOTEL: Lender Files Further Modifications to Plan Outline
-----------------------------------------------------------------
Senior secured creditor 62 Madison Lender, LLC, has filed a Second
Modified Third Amended Disclosure Statement explaining its Second
Modified Third Amended Plan of Reorganization in the Chapter 11
case of Madison Hotel, LLC.

As of the Petition Date, the amount of the Class 1 Secured Claim
of 62 Madison Lender, LLC, was $22,134,392.61, and as of Aug. 23,
2012, was $23,549,732.45.  For purposes of the Plan, the Class 1
Secured Claim is an Allowed Secured Claim in the amount of
$23,549,732.45.

The Plan contemplates the sale of the Debtor's Hotel Property with
the net proceeds realized upon the consummation of any such sale
being distributed in accordance with the terms of the Plan.

The Hotel Broker, working in conjunction and in cooperation with
the Liquidating Trustee, will implement the Hotel Property Sale
Procedures in connection with the solicitation of bids for the
Hotel Property and the conduct of any competitive bid auction in
connection therewith.  As proposed, a competitive bid auction will
be held on the 46th day after the Effective Date and, at the
election of the Liquidating Trustee, the Sale hearing will be held
10 days after the Auction.

On the Effective Date, the Liquidating Trustee will enter into a
Purchase and Sale Agreement with the holder of the Allowed Class 1
Secured Claim (62 Madison Lender, LLC) under which the holder of
the Allowed Class 1 Secured Claim agrees to serve as a "stalking
horse" buyer of the Hotel Property for an aggregate purchase of
$23,000,000, subject to higher and/or better offers, in accordance
with the Hotel Property Sale Procedures.

Holders of administrative claims, priority tax claims, and
priority claims in the Debtor's estate will be paid on or about
the Effective Date from available Hotel cash on hand; provided
that, in the case of priority tax claims and other priority
claims, at the election of the Plan Proponent the claims may be
paid on a deferred basis in accordance with applicable provisions
of the Bankruptcy Code.

Holders of unsecured claims in Class 3 (approximately $4,500,000
based on Plan Proponent's estimate) will receive (a) their pro
rata share of net distributable Hotel Property sale proceeds after
the payment in full of the allowed Class 1 secured claim, any
residual allowed priority tax claims, and any residual allowed
priority claims, plus (b) their pro rata share of net
distributable proceeds realized by the Liquidating Trustee from
the prosecution and/or settlement of any causes of action and/or
avoidance actions.

The holder of the Allowed Class 1 Secured Claim will receive,
until the full Allowed Amount of its Class 1 Secured Claim is paid
in full, all of the net distributable Hotel Property Sale Proceeds
and, to the extent necessary and available, Hotel Cash on Hand,
after deduction of any amounts necessary to pay in full any
remaining Allowed Priority Tax Claims, Allowed Priority Claims and
any amounts due the Receiver.  The Liquidation Trust will pay to
the holder of the Allowed Class 1 Secured Claim from Hotel Cash on
Hand the sum of $164,322.96 in respect of post-confirmation
accrued and accruing interest on Allowed Amount of the Class 1
Secured Claim.

All Class 4 equity interests will be canceled upon the occurrence
of the Effective Date.  Each holder of a Class 4 equity interest
will receive in full, complete and final satisfaction of each such
allowed Class 4 equity interest its pro rata share of remaining
net distributable proceeds, if any, realized by the Liquidation
Trust after the payment in full of all administrative claims,
priority tax claims, the Class 1 secured claim, Class 2 priority
claims, and Class 3 general unsecured claims.

A copy of 62 Madison Lenders' Second Modified Third Amended
Disclosure Statement is available at:

         http://bankrupt.com/misc/madisonhotel.doc141.pdf

                  Express Service Competing Plan

Express Service Capital, Inc., the largest unsecured creditor of
Madisol, LLC, has filed a disclosure statement explaining its own
Plan of Liquidation for the Debtor.  Express holds over 91% of all
the Debtor's unsecured Debt, or approximately over $4,300,000.

Because the Liquidating Trustee will enter into a stalking horse
sale agreement (for a $25,400,000 bid for the Sale Property) the
Plan provides for estimated distributions to General Unsecured
claims of approximately 30% which could be increased if a higher
sales price is obtained at the Auction.

As proposed by Express, Holders of General Unsecured Claims
(estimated by Express at $4,700,000) will receive their pro rata
share of the proceeds remaining from the Sale, after Madison
Lender's Class Claim and Priority non-tax claims in Class 2 have
been paid in full.  Equity Interests in Class 4 will not receive
any distributions until all claims in other classes are paid in
full with interest.

A copy of Express Service's Disclosure Statement is available at:

        http://bankrupt.com/misc/madisonhotel.doc143.pdf

                       About Madison Hotel

Madison Hotel, LLC, owns the 72 room 12-story hotel located at 62
Madison Avenue, New York, New York.  Madison Hotel Owners, LLC,
owns 100% of the membership interests of Madison Hotel, LLC.  The
Debtors estimate that the value of the hotel property is
$32 million.  An appraisal is pending.

Prepetition, after a building loan went into arrears, a
foreclosure action was commenced, and a receiver appointed.   The
receiver has continued to operate the hotel postpetition.

Madison Hotel, LLC, based in New York, filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 11-12560) on May 27, 2011.
Judge Martin Glenn presides over the case.  Mark A. Frankel, Esq.,
at Backenroth Frankel & Krinsky, LLP, serves as bankruptcy
counsel.  In its schedules, the Debtor disclosed $33.6 million in
assets and $26.1 million in liabilities as of the Chapter 11
filing.


MARKWEST ENERGY: Fitch Puts 'BB' Rating on $1-Bil. Senior Notes
---------------------------------------------------------------
Fitch Ratings assigns MarkWest Energy Partners, L.P.'s proposed
issuance of $1 billion senior unsecured notes due 2023 'BB'. The
notes are to be co-issued by MarkWest and MarkWest Energy Finance
Corporation (a wholly owned subsidiary). The new notes are to rank
pari passu with the company's senior unsecured debt.

MarkWest plans to use proceeds to redeem $81 million 8.75% notes
due 2018, $175 million 6.5% notes due 2021, and $245 million of
6.25% notes due 2022. The remaining proceeds are to be used to
fund capital expenditures, working capital and for general
partnership purposes.

Fitch currently rates MarkWest as follows:

  -- Long-term Issuer Default Rating (IDR) 'BB';
  -- Senior unsecured revolving credit facility 'BB+';
  -- Senior unsecured debt 'BB'.

MarkWest's Rating Outlook is Stable.

KEY RATING DRIVERS

Key rating factors which support the rating include:

  -- A modestly diverse footprint with leading positions in the
     liquids-rich areas in the Mid-continent and Appalachia;

  -- strategically well-positioned assets with exposure to the
     rapidly growing Marcellus and Utica shale plays;

  -- an increasing amount of fee-based revenue sources and a
     layered hedging strategy; and

  -- a strategy to fund growth with a balanced combination of
     debt and equity.

The ratings also factor in these concerns:

  -- Increased leverage which should decrease over the next
     few quarters;

  -- A still-significant percentage of non-fee-based cash
     flows from keep-whole and percent-of-proceeds arrangements;

  -- Reliance on drilling and production activities in the E&P
     sector for gathering and processing volumes, which in turn
     are ultimately driven by volatile hydrocarbon prices;

  -- A capital expenditure program which has been growing
     significantly;

  -- Use of a proxy hedging that can be periodically affected
     by breakdowns in the correlation between crude oil and
     natural gas liquids (NGL) prices.

Amendment: In December 2012, MarkWest's secured revolving credit
agreement was amended to increase the financial covenant for the
total leverage ratio (as defined by the bank agreement) to 5.5x
from 5.25x through the fourth quarter of 2013 (4Q'13). After then,
the total leverage ratio cannot exceed 5.25x. The bank definition
of total leverage differs from the Fitch calculation and the
largest difference is that the bank definition gives pro forma
EBITDA credit for material projects.

Leverage: At the end of 3Q'12, debt to adjusted leverage (defined
by Fitch as debt to adjusted EBITDA) was 5.0x, which was
substantially above 4.1x at the end of 2011. The reason for the
higher leverage was the $750 million of notes issued during 3Q'12.

With the issuance of new notes, leverage will be elevated over the
next few quarters to fund growth projects in two important shale
plays, the Marcellus and Utica. Fitch anticipates that leverage
should remain around 5.0x at end of 2012 and slightly below that
at the end of 2013. Fitch expects significant EBITDA expansion in
2014 which should enable leverage to fall in the range of 4.0x to
4.5x depending on the funding of capex.

Adequate Liquidity: At the end of 3Q'12, MarkWest had $1.6 billion
of liquidity which consisted of $415 million of cash and nearly
$1.2 million available on its revolving bank facility which
extends until 2017.

Fitch considers the current revolver's size and the company's
financial flexibility to be adequate to meet MarkWest's liquidity
needs. The next debt maturity is scheduled for 2020 after the
2018's are redeemed.

Capital Expenditures: The company has been spending significantly
to fund growth projects. The company expects 2012 capex to be
approximately $1.8 billion which excludes the Keystone acquisition
for $510 million in 3Q'12 net of The Energy Minerals Group's (EMG)
contribution. In 2013, MarkWest expects spending to be in the
range of $1.4 billion to $1.9 billion.

While MarkWest's spending has been significant, the company has
used a combination of debt and equity to fund growth. In 2012, net
equity proceeds were $1.6 billion while new debt issued was just
$750 million.

Distributable Cash Flow and Coverage: Distributable cash flow
(DCF) for the latest 12 months (LTM) ending 3Q'12 was $393
million, an increase from $333 million in 2011. The company
expects it to grow to $500 million to $575 million in 2013.

The distribution coverage for the LTM ending 3Q'12 was healthy at
1.2x, which was unchanged from the end of 2011. As of July 1,
2013, 20% of the 19.95 million Class B units held by EMG will
begin to vest (the vesting schedule is 20% per year beginning in
2013) so the coverage ratio may slightly decline but Fitch does
not anticipate any material changes.

Hedging: The company uses some direct product hedges as well as a
proxy hedging strategy which is vulnerable to a periodic breakdown
in the correlation between crude oil and NGLs. At the end of
3Q'12, 67% of its expected volumes were hedged for 2012,
approximately 73% for 2013, and 22% for 2014. At the end of 3Q'12,
about 35% of its hedges for 2014 were direct product hedges.

Fee-Based Contracts: For the first nine months of 2012, 47% of net
operating margin was from fee-based contracts and MarkWest
projects this will increase to more than 60% by the end of 2013
and almost 70% by the end of 2014. Fitch considers the increase of
fee based contracts favorable from a credit perspective.

WHAT COULD TRIGGER A RATING ACTION

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

  -- Increased size, scale, and earnings diversification matched
     with a sustained decrease in leverage to approximately 3.5x.

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

  -- Leverage (defined as debt to adjusted EBITDA) in excess of
     5.0x on a sustained basis.

  -- Higher leverage either for high multiple acquisitions or to
     fund growth projects above and beyond planned debt increases.


MARKWEST ENERGY: Moody's Rates $1-Bil. Sr. Unsecured Notes 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to MarkWest Energy
Partners, L.P.'s and MarkWest Energy Finance Corporation's
proposed $1 billion senior unsecured notes due 2023. The Ba2
Corporate Family Rating (CFR) is unchanged and the outlook remains
stable. MarkWest plans to use the proceeds of the proposed note
offering to redeem approximately $500 million of senior unsecured
notes and for general corporate purposes.

Ratings Rationale

"The incremental debt associated with this offering, along with
the pace of ongoing project-based capital investments, has
increased leverage to the point where it is testing the limits of
MarkWest's current credit rating," said Stuart Miller, Moody's
Vice President - Senior Credit Officer. "We are maintaining the
current credit rating with the belief that there will be a
significant increase in earnings and cash flow in 2013 to support
the increased debt balance. However, if steady progress in the
reduction of leverage is not seen throughout 2013, MarkWest's Ba2
Corporate Family Rating and Ba3 unsecured bond rating will be at
risk for a downgrade."

MarkWest's Ba2 CFR incorporates Moody's expectation for continued
fee-based expansion in the company's current geographic footprint.
It is also based on Moody's expectation for negative free cash
flow into the foreseeable future along and decreasing levels of
exposure to commodity price and throughput risk. Like many
midstream master limited partnerships, MarkWest has substantial
negative free cash flow because of significant growth capital
expenditures along with a high percentage of funds from operations
being distributed to unit holders. Despite a growing proportion of
operating margin derived from fee-based contractual arrangements,
MarkWest remains exposed to commodity price risk through its
legacy gas processing contracts and to volume risk associated with
production decline rates and third-party drilling activity levels.
To address these risks and to maintain financial flexibility,
MarkWest uses a balance of equity and debt to finance its growth.
In 2012, MarkWest issued over $1.6 billion of equity compared to
$750 million of debt. However, because of the aggressive
investment program in infrastructure in the Marcellus and Utica
Shales, since June 30, 2012 the ratio of debt to EBITDA has
ballooned from 3.7x to 5.6x pro forma for the new note offering,
including Moody's standard adjustments.

Moody's is maintaining the current corporate ratings as Moody's
expects MarkWest to increase EBITDA to over $700 million by the
end of 2013 compared to a debt balance of approximately $3
billion, or a leverage ratio just north of 4.0x. In addition,
MarkWest's credit profile should improve as the percentage of
operating margin associated with fee-based businesses should
approaching 60% by the end of 2013, a meaningful improvement from
the year end 2012 level of less than 50%.

The Ba3 rating on the senior unsecured notes reflects both the
overall probability of default of MarkWest, to which Moody's
assigns a PDR of Ba2, and a loss given default of LGD4 (62%).
MarkWest's senior unsecured notes are subordinated to any
borrowings under the company's $1.2 billion senior secured
revolving credit facility. Because of their structurally junior
position, MarkWest's senior unsecured notes are rated one-notch
below the Ba2 CFR, consistent with Moody's Loss Given Default
Methodology.

To satisfy its short term liquidity needs, MarkWest relies on its
$1.2 billion senior secured revolving credit facility that matures
in September 2017. Pro forma for the new note offering, Moody's
expects the full amount of the credit facility to be available to
fund capital expenditures and/or distributions to unit holders. A
covenant amendment executed in December 2012 provides a cushion
for MarkWest to manage through its elevated leverage position in
2013. Therefore, Moody's deems near term liquidity to be adequate.

A near term upgrade in the MarkWest's CFR is unlikely given the
elevated leverage expected in 2013, the expectation for negative
free cash flow, and continuing exposure to commodity and volume
risk. To be considered for an upgrade, leverage should be reduced
with visibility that it will be maintained between 3.5x and 4.0x
and the proportion of operating income generated under fee-based
contracts should exceed 60%. Alternatively, a negative action
could result if leverage is expected to remain above 4.5x through
the end of 2013.

The principal methodology used in rating MarkWest Energy Partners,
L.P. was the Global Midstream Energy Industry Methodology
published in December 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

MarkWest Energy Partners, L.P. is headquartered in Denver,
Colorado. MarkWest has geographic diversity and is one of the
largest gas gatherers and processors in the Granite Wash, the
Woodford Shale, and in the Marcellus Shale.


MARKWEST ENERGY: S&P Rates New $1-Bil. Unsecured Notes 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Denver-based MarkWest Energy Partners L.P.  The
outlook is stable.  At the same time, S&P assigned its 'BB' issue
rating and '4' recovery rating to MarkWest's and MarkWest
Finance's proposed $1 billion unsecured notes offering due 2023,
indicating that creditors can expect average (30% to 50%) recovery
in the event of a payment default.  The partnership plans to use
the net proceeds to redeem its 8.75% notes due 2018 and a portion
of its notes due 2021 and 2022, partly fund its 2013 capital
spending program, and for general corporate purposes.  As of
Sept. 30, 2012, MarkWest had total balance sheet debt of about
$2.5 billion.

The ratings on MarkWest Energy Partners L.P. reflect a "fair"
business risk profile characterized by its strong competitive
position in the Marcellus Shale region, increasing scale and
geographic diversity, and increasing fee-based cash flow.  "Our
ratings also consider an "aggressive" financial risk profile
characterized by forecasted elevated financial leverage in 2013,
the partnership's commodity-price-sensitive contract mix, its
limited asset diversity, and the risk that a decrease in drilling
could affect throughput levels,"S&P said.

"The stable outlook reflects our view that MarkWest will maintain
adequate liquidity, successfully execute its large organic growth
plans in 2013, and achieve financial leverage in the mid-4x area
by year-end," S&P added.

"Higher ratings are unlikely in the near term, but are possible
over time as MarkWest executes its capital projects, meaningfully
expands into new resources plays, continues to increase its fee-
based cash flows, and keeps total debt to EBITDA in the mid-3x
area.  We could lower the rating if total adjusted debt to EBITDA
is more than 4.75x at year-end 2013 or early 2014, which could
occur due to cost overruns associated with the capital spending
programs or a weak commodity price environment," said Standard &
Poor's credit analyst Michael Grande.


MASSACHUSETTS LOCAL GOV'T: Still Faces Ongoing Challenges
---------------------------------------------------------
Despite the slow pace of the economic recovery, Massachusetts
local governments continue to maintain their strong credit
quality, says Moody's Investors Service in a new report. The
commonwealth's diverse and improving economy, combined with a
steady growth in property tax revenues, have led to general
stability in the 282 municipal issuers that Moody's rates in
Massachusetts. Local governments in the commonwealth benefit from
its high wealth levels, educated workforce, and a housing market
that proved resilient through the recession. Most local
governments also feature strong governance and fiscal management
and lower debt burdens to mitigate rising long-term liabilities in
pensions and other post-employment benefit (OPEB) costs.

Massachusetts local governments do, however, face ongoing
challenges. Potential federal budget cuts in the job-heavy areas
of defense, healthcare and research could impair the
commonwealth's economic recovery. Local governments also face
rising pension and OPEB costs, limited to no growth in state aid
to municipalities, and reserve levels that are lower than the
national median. These topics are discussed in the new Moody's
report "Credit Trends: Massachusetts Local Governments Maintain
Strong Credit Quality During Slow Economic Recovery."

Managing these challenges will determine whether the
municipalities are able to maintain their long-term financial
health and credit strength.

"Over the medium term, we believe many local governments will
continue to draw on their residents' high wealth and historical
support of government services to provide property tax growth and,
in some cases, overrides of Proposition 2 to sustain credit
strength," says Nicholas Lehman, a Moody's Analyst.

Although Proposition 2 limits property tax revenue growth, the
mechanics of the cap allow for property tax revenue increases even
as taxable values weaken. Proposition 2 limits growth in the
property tax levy, not the rate, so in years of flat or falling
assessed values, local governments are still able to raise the
levy 2.5% over the previous year. Massachusetts municipalities
have increased their tax levies regularly, and these have grown at
an overall rate of approximately 5%, which represents a
combination of the allowable 2.5% growth, additional revenue from
exclusions to the levy limit for new development, as well as
voter-approved increases.

"Given that ad valorem taxes are one of the most stable sources of
local government revenues, communities in Massachusetts benefit
from a steady and predictable stream of operating revenue," says
Tom Compton, a Moody's Associate Analyst.

During 2008 and 2009, Moody's downgraded a higher proportion of
Massachusetts local governments than it did US local governments
as a whole, as local governments in Massachusetts drew on reserves
because of some mid-year state aid cuts.

But since 2009, rating downgrades of local governments have been
less frequent in Massachusetts than in the US as a whole, and
Massachusetts has been outperforming the nation in rating upgrades
as a percentage of total ratings.


MDC HOLDINGS: Moody's Affirms '(P)Ba2' Subordinate TMN Rating
-------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to MDC Holdings,
Inc.'s proposed $250 million senior unsecured notes due 2043. In
the same rating action, Moody's affirmed the Baa3 rating on MDC's
existing senior unsecured notes and the existing shelf ratings
were affirmed. The rating outlook was revised to negative from
stable.

The following rating actions were taken:

Issuer: M.D.C. Holdings, Inc.

  Proposed $250 million senior unsecured notes due 2043, assigned
  a Baa3;

  Existing senior unsecured notes, affirmed at Baa3;

  Senior unsecured shelf (domestic), affirmed at (P)Baa3;

  Senior unsecured medium term note shelf (MTN, domestic),
  affirmed at (P)Baa3;

  Senior subordinate shelf (domestic), affirmed at (P)Ba2;

  Junior subordinate shelf (domestic), affirmed at (P)Ba2;

  Subordinate MTN (domestic), affirmed at (P)Ba2;

  Preferred shelf (domestic), affirmed at (P)Ba3;

  Outlook changed to negative from stable.

Issuer: MDC Capital Funding Trust I

  Backed preferred shelf (domestic), affirmed at (P)Ba3;

  Outlook changed to negative from stable.

Issuer: MDC Capital Funding Trust II

  Backed preferred shelf (domestic), affirmed (P)Ba3;

  Outlook changed to negative from stable.

Ratings Rationale

The proceeds from the $250 million senior unsecured notes will be
designated for general corporate uses. MDC's cash balance will
increase by the amount of the offering, while specific uses such
as potential land investments or debt retirement going forward
will be determined by management based on market conditions.

The change in outlook to negative from stable reflects Moody's
expectation that the company will continue under performing on
many of its key credit metrics, particularly gross margins,
without having the formerly strong mitigant of a sizable net cash
position. After holding a net cash position for the last five
years, which has been a distinguishing strength of the company,
MDC's net debt position is likely to begin expanding, largely
because of increasing land spend due to increasing volumes. At the
same time, however, Moody's anticipates that the offset from
earnings growth will not be sufficient to enable MDC to restore
credit metrics rapidly. Moody's regards MDC as being weakly
positioned in its rating category.

The proposed transaction results in a higher absolute debt level,
and pro forma adjusted homebuilding debt to capitalization rises
from 46.3% to 53.3% (and further to 55.6%, if the company should
choose to upsize the offering to $350 million). Moody's
acknowledges that MDC turned the corner on profitability in 2012
and increased its adjusted gross margins to 16% in the trailing 12
month period ending September 30, 2012 from 15% in 2011.
Additionally, the company's homebuilding interest coverage and
return on assets began inching up from the extremely low levels of
the recent past. Moody's also considers that increased earnings as
well as the reversal of the deferred tax valuation allowance will
help MDC's homebuilding debt leverage to decline in the
intermediate term.

The Baa3 rating considers MDC's conservative land strategy and
clean and transparent balance sheet, notably its lack of off-
balance sheet recourse obligations such as joint venture debt and
specific performance lot option contracts. Additionally the rating
incorporates positive net income generation (the company generated
$33 million of net income in the nine months of 2012), improving
gross margins, and Moody's view that the healthy industry
conditions will result in further expansion of earnings in 2013
and 2014.

At the same time, Moody's recognizes that, while gradually
improving, most of the company's traditional credit metrics remain
relatively weak, coming from very low levels. MDC's rating is also
constrained by the accelerating land spend due to increasing
volumes and the resulting negative cash flow generation.

MDC has a solid liquidity profile, supported by $801 million of
unrestricted cash and investments at September 30, 2012, which
will be augmented by the size of the note offering; lack of debt
maturities until December 2014, when $250 million of 5.375% senior
unsecured notes come due; and the absence of bank covenants with
which to maintain compliance. However, the company's liquidity is
likely to weaken from its increasing land spend and negative cash
flow, which will burn cash and move the company into a growing net
debt position. The liquidity is also constrained by the lack of a
revolving credit facility.

The negative outlook incorporates Moody's expectation that the
company's earnings growth may not be sufficient to offset its loss
of its formerly unique net cash position.

The outlook could be restored to stable if the company
demonstrates that its expected cash burn is compensated for by a
more rapid than expected restoration of respectable credit
metrics.

The ratings could come under pressure if the company's earnings
growth slows, homebuilding debt leverage does not begin to
decline, and/or if liquidity weakens such that cash declines
significantly without a committed revolving credit facility in
place. Further, the ratings could be lowered if the company made a
sizable debt-financed acquisition or instituted a material share
repurchase program.

The principal methodology used in rating M.D.C. Holdings, Inc. was
the Global Homebuilding Industry Methodology published in March
2009.

Based in Denver, Colorado, M.D.C. Holdings, Inc. ("MDC"), whose
subsidiaries build homes under the name "Richmond American Homes,"
is a mid-sized national homebuilder, based on 2011 revenues. The
company also provides mortgage financing, primarily for MDC's
homebuyers, through its wholly owned subsidiary, HomeAmerican
Mortgage Corporation. MDC has homebuilding divisions across the
country, including Denver, Colorado Springs, Salt Lake City, Las
Vegas, Phoenix, Tucson, California, Northern Virginia, Maryland,
Philadelphia/Delaware Valley, Jacksonville, and Seattle. Total
revenues and consolidated net income in the last twelve months
ended September 30, 2012 were approximately $1.0 billion and $14
million, respectively.


MERRILL CORP: S&P Cuts Corporate Credit Rating to 'D'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Merrill Corp. to 'D' from 'CCC-'.  "We reinstated then
subsequently lowered our issue-level ratings on the first-lien
term loan due 2012, revolving credit facility due 2012 to 'D' from
'CCC' with a recovery rating of '2'.  We also lowered the second-
lien term loan due 2014 to 'D' from 'C', with a recovery rating of
'6'," S&P said.

"The downgrade reflects Merrill's failure to refinance or pay off
its $374 million first-lien term loan and $33 million drawn
revolver prior to its Dec. 22, 2012 maturity," said Standard &
Poor's credit analyst Chris Valentine.

"The second lien is also in technical default because of the cross
default provision in the credit agreement.  We should have lowered
the ratings following the missed payment on the 22nd,"
Mr. Valentine noted.

"We believe the company is engaged in negotiations with its
lenders to restructure its current debt maturities.  We will
update our analysis as new information becomes available related
to a potential refinancing or a financial restructuring,"
Mr. Valentine added.


METEX MFG: Creditors Committee Taps Caplin & Drysdale as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Jan. 16, 2013, at 10 a.m., to consider
the request of the Official Committee of Unsecured Creditors in
the Chapter 11 case of Metex Mfg. Corporation to retain Caplin &
Drysdale, Chartered, as counsel.  Objections, if any, are due
Jan. 11, 2013, at 4 p.m.

Caplin & Drysdale served as counsel to the ad hoc committee of
three law firms that represented the largest number of holders of
asbestos-related claims against the Debtor, and a representative
of future asbestos personal injury claimants in connection with
the negotiations and the development of the Prepackaged Plan.

The hourly rates of the Caplin & Drysdale professionals who are
expected to serve the Committee are:

         Elihu Inselbuch, member               $1,000
         Peter Van N. Lockwood, member           $955
         Ann C. McMillan, member                 $660
         Jeffrey A. Liesemer, member             $565
         Rita C. Tobin, of counsel               $545
         Andrew J. Sackett, associate            $420
         Ann M. Weber, associate                 $295
         Sara Joy DelSavio, paralegal            $230
         Eugenia Benetos, paralegal              $230
         Zachary D. Orsulak, paralegal           $215

         Members and Senior Counsel          $485 - $1,120
         Of Counsel                          $400 -   $545
         Associates                          $250 -   $475
         Paralegals                          $215 -   $230

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

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's case.


METEX MFG: FCR Legal Representative Taps Young Conaway as Counsel
-----------------------------------------------------------------
Lawrence Fitzpatrick, Esq., proposed legal representative for
future asbestos claimants in the Chapter 11 case of Metex Mfg.
Corporation, asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to retain Young Conaway
Stargatt & Taylor, LLP as his counsel.

The hourly rates of Young Conaway's personnel are:

         Edwin J. Harron, partner               $650
         Daniel F.X. Georghan, partner          $570
         Sara Beth A.R. Kohut, associate        $390
         Chad Corazza, paralegal                $140

To the best of FCR Legal Representative's knowledge, Young Conaway
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's case.


METEX MFG: Meeting of Creditors Postponed Until Further Notice
--------------------------------------------------------------
The U.S. Trustee for Region 2 notified the U.S. Bankruptcy Court
for the Southern District of New York that meeting of creditors in
the Chapter 11 case of Metex Mfg. Corporation has been postponed
until further notice.  The meeting was originally scheduled for
Dec. 18, 2012.  A notice of the new date and time for the meeting
of creditors will be provided once established.

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's case.


METEX MFG: Taps Lawrence Fitzpatrick as FCR Legal Representative
----------------------------------------------------------------
Metex Mfg. Corporation asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Lawrence
Fitzpatrick, Esq., as legal representative for future claimants.

Future asbestos claimants are individuals who do not currently
hold asbestos claims against the Debtor but are expected to assert
asbestos claims in the future.

The Debtor explains that the appointment of a future claimants'
representative is necessary to represent the interests of future
claimants and ensure that the relief sought through any plan of
reorganization in the case comports with due process and fairness.

Mr. Fitzpatrick agrees to be compensated at the rate of $420 per
hour, subject to upward annual adjustments that may be made at the
beginning of each calendar year.

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

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's case.


METRO FUEL: Can Employ AP Services as Crisis Managers
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Metro Fuel Oil Corp., et al., to (a) employ AP
Services, LLC, as crisis managers for the Debtors, effective as of
the Commencement Date, (b) to appoint David Johnston as Chief
Restructuring Officer and (c) to appoint Thomas Studebaker as
Chief Financial Officer.

APS and Messrs. Johnston and Studebaker will act under the
direction, control and guidance of the Board of Directors of Metro
Fuel Oil Corp. and will serve at the Board's pleasure.

Success fees, transaction fees or other "back-end" fees, including
the Success Fee, will be subject to the approval of the Court upon
the filing of a fee application on a reasonableness standard and
are not being pre-approved by entry of this Order.  No success
fee, transaction fee or other "back-end" fee will be sought upon
conversion of the case, dismissal of the case for cause or
appointment of a trustee.

A copy of the Engagement Letter is available at:

http://bankrupt.com/misc/metrofuel.apservicesagreement.pdf

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913).  Judge Elizabeth S. Stong presides over the case.
Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the
Debtor.  The Debtor selected Epiq Bankruptcy Solutions LLC as
notice and claims agent.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.


METRO FUEL: Can Hire Carl Marks as Fin'l Advisor/Investment Banker
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Metro Fuel Oil Corp., et al., to employ Carl Marks
Advisory Group LLC as financial advisor and investment banker to
the Debtors effective as of Oct. 2, 2012, pursuant to the terms
and conditions of the amended Financial Advisory Agreement, as
modified by the Court.

CMAG is authorized to provide the Debtors with these services:

  (a) Serving as the financial advisor to the Debtors in
      connection with its exploration of prospective transactions;

  (b) Reviewing the Debtors' business plan and other information
      in working with management and APS to stimulate interest
      among potential acquirers or merger candidates;

  (c) Formulating and implementing a strategy for identifying
      additional prospective Acquirers, approaching them and
      ascertaining their level of interest in a transaction;

  (d) Assisting and supporting the Debtors and APS in coordinating
      the sales effort and due diligence process, managing data
      flow between management and potential acquirers and
      assisting in the negotiation and structuring of the aspects
      of each proposed transaction;

  (e) Discussing with the Debtors all interested parties,
      coordinating the negotiation process with the Debtors,
      participating in negotiations and otherwise reasonably
      assisting the Debtors in effectuating the transaction;

  (f) Analyzing the relative merits of competing transaction
      proposals for the Debtors' evaluation;

  (g) Assisting the Debtors, APS and counsel in negotiating
      appropriate bid protections and bid procedures for any
      potential stalking horse bidder;

  (h) Assisting in conducting any Court approved auction and sale
      hearing; and

  (i) With the participation and approval of the Board of
      Directors of the Debtors or its designated representatives,
      assisting in negotiations with selected potential acquirers,
      assisting in structuring a Transaction on terms deemed
      acceptable to the Debtors, assisting in managing the
      documentation and closing process associated with the
      Transaction and facilitating discussions between the legal,
      accounting, tax and business transaction teams of the
      Debtors and the selected acquirers with the objective of
      reaching a closing on terms acceptable to the Debtors.

A copy of the CMAG Agreement is available at:

       http://bankrupt.com/misc/metrofuel.cmagagreement.pdf

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913).  Judge Elizabeth S. Stong presides over the case.
Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the
Debtor.  The Debtor selected Epiq Bankruptcy Solutions LLC as
notice and claims agent.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.


METROPLAZA HOTEL: 341(a) Meeting of Creditors on Jan. 17
--------------------------------------------------------
A meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter
11 case of Metroplaza Hotel, LLC, is scheduled for Jan. 17, 2013,
at 11:00 a.m. at Room 129, Clarkson S. Fisher Courthouse.  Proofs
of claim are due by April 17, 2013.

                      About Metroplaza Hotel

Inn at Woodbridge Inc. and Metroplaza Hotel LLC sought Chapter 11
protection (Bankr. D.N.J. Case Nos. 12-38603 and 12-38611) in
Trenton on Dec. 6, 2012.

Metroplaza Hotel disclosed assets of $36.2 million and liabilities
of $42.2 million, including $41.9 million owed to secured creditor
WBCMT 2006-C24 Wood Avenue, LLC.  Metroplaza owns an 11-story
hotel and office building on a 9.95-acre site in Iselin, New
Jersey, which is valued at $35.5 million.  The property serves as
collateral to the WBCMT debt.

The Debtors have hired Greenbaum, Rowe, Smith & Davis LLP as
Chapter 11 counsel.


METROPLAZA HOTEL: Proposes DiPasquale as Counsel
------------------------------------------------
Metroplaza Hotel LLC is asking for approval from the bankruptcy
judge to hire DiPasquale, Della Fera & Sodono, P.C. as its
counsel.

The individuals presently designated to represent the Debtor and
their hourly rates are:

        Individual           Position      Rate
        ----------           --------      ----
   Joseph J. DiPasquale      Partner       $520
   Thomas M. Walsh           Partner       $450
   John J. Stoelker          Associate     $265

Other members or associates of the firm may also render services
to the Debtor, if appropriate, at rates commensurate with the
foregoing, as follows:

                                       Rate
                                       ----
     Partners                       $400 to $570
     Associates                     $205 to $300
     Law Clerks                     $185 to $195
     Paralegals and Support Staff   $185 to $195

To the best of the Debtor's knowledge, the firm does not represent
or hold any interest adverse to the Debtor, and is a disinterested
person under 11 U.S.C. Sec. 101(14).

                      About Metroplaza Hotel

Inn at Woodbridge Inc. and Metroplaza Hotel LLC sought Chapter 11
protection (Bankr. D.N.J. Case Nos. 12-38603 and 12-38611) in
Trenton on Dec. 6, 2012.

Metroplaza Hotel disclosed assets of $36.2 million and liabilities
of $42.2 million, including $41.9 million owed to secured creditor
WBCMT 2006-C24 Wood Avenue, LLC.  Metroplaza owns an 11-story
hotel and office building on a 9.95-acre site in Iselin, New
Jersey, which is valued at $35.5 million.  The property serves as
collateral to the WBCMT debt.

Inn at Woodbridge hired Greenbaum, Rowe, Smith & Davis LLP as
Chapter 11 counsel.


METROPLAZA HOTEL: Seeks to Use WBCMT's Cash Collateral
------------------------------------------------------
Metroplaza Hotel LLC filed a motion to use cash collateral of
WBCMT 2006-C24 Wood Avenue, LLC.  The Debtor intends to grant the
lender adequate protection in the form of replacement liens.  The
Debtor asserts that there exists an equity cushion that protects
WBCMT's interests.  The Debtor will use the cash collateral to pay
operating expenses.

                      About Metroplaza Hotel

Inn at Woodbridge Inc. and Metroplaza Hotel LLC sought Chapter 11
protection (Bankr. D.N.J. Case Nos. 12-38603 and 12-38611) in
Trenton on Dec. 6, 2012.

Metroplaza Hotel disclosed assets of $36.2 million and liabilities
of $42.2 million, including $41.9 million owed to secured creditor
WBCMT 2006-C24 Wood Avenue, LLC.  Metroplaza owns an 11-story
hotel and office building on a 9.95-acre site in Iselin, New
Jersey, which is valued at $35.5 million.  The property serves as
collateral to the WBCMT debt.

Inn at Woodbridge hired Greenbaum, Rowe, Smith & Davis LLP as
Chapter 11 counsel.  DiPasquale, Della Fera & Sodono, P.C. is the
counsel for Metroplaza.


MICHIGAN TRANSPORTATION: Moody's Maintains' Ba1' Rating
-------------------------------------------------------
Moody's Investors Service has withdrawn the programmatic ratings
on Michigan Transportation Fund (MTF) bonds issued by eight local
governments in the State of Michigan (general obligation rated
Aa2/stable outlook), as well as the programmatic rating on the MTF
itself. The withdrawal corrects Moody's approach to rating MTF
bonds by applying its rating methodology "US Public Finance
Special Tax Methodology".

SUMMARY RATINGS RATIONALE

Moody's released its "US Public Finance Special Tax Methodology"
in March of 2012. The withdrawal of the MTF programmatic rating
corrects Moody's approach to rating MTF secured bonds by applying
the new methodology. The change in analytic approach is reflective
of the revenue source securing the bonds, which is MTF revenue
that is collected primarily from statewide taxes on motor vehicle
fuel sales and vehicle licensing. The change in analytic approach
is also reflective of the absence of a formalized state
programmatic framework to secure MTF bonds.

While the MTF revenue provides the primary funding source for debt
service on the bonds, there is no legal separation of these
revenues from the issuing local government. Without legal
separation, special tax ratings are capped at the local
government's general obligation rating.

The MTF bonds issued by Grand Traverse County, the City of
Kalamazoo, the City of Southfield, the City of Taylor, Wayne
County, the City of Westland and the City of Wyoming are also
secured by the general obligation limited tax pledge of the
issuing entity. Given that secondary pledge and the special tax
methodology that limits these ratings to the general obligation
rating, the local government's general obligation limited tax
rating now provides the basis of the rating on outstanding MTF
bonds. The MTF bonds issued by the Oakland County Road Commission,
by contrast, are secured solely by the net MTF revenues and the
rating of these bonds is therefore based solely on application of
the special tax methodology.

Moody's has also withdrawn the Aa2 programmatic rating on the
Michigan Transportation Fund. The fund is a special revenue fund
of the State of Michigan into which motor vehicle fuel and license
taxes are collected. Revenue is appropriated from the fund for
specific, statutory purposes and then allocated to other state
funds and local governments via a statutory formula. While the
state and local governments may then issue debt secured by these
revenues, the Michigan Transportation Fund itself does not issue
debt.

Affected Ratings

- The Aa2 programmatic rating on Grand Traverse County's MTF
   Bonds Series 2006 bonds has been withdrawn and a corrected Aa2
   underlying rating applied.

- The Aa2 programmatic rating on Grand Traverse County's MTF
   Bonds, Series 2008 has been withdrawn; Moody's maintains the
   Aa2 underlying rating on the bonds.

- The Aa2 programmatic rating on the City of Kalamazoo's 1998
   Michigan Transportation Fund Bonds has been withdrawn; Moody's
   maintains the Aa3 underlying rating on the bonds.

- The Aa2 programmatic rating on the Oakland County Road
   Commission's MTF Notes, Series 2007 has been withdrawn and a
   corrected Aa2 underlying rating has been assigned.

- The Aa2 programmatic rating on the City of Southfield's MTF
   Bonds, Series 2005 has been withdrawn; Moody's maintains the
   Aa2 underlying rating on the bonds.

- The Aa2 programmatic rating on the City of Taylor's MTF Bonds,
   Series 2005 bonds has been withdrawn; Moody's maintains the
   Ba1 underlying rating with a negative outlook on the bonds.

- The Aa2 programmatic rating on Wayne County's MTF Bonds 1999
   Bonds has been withdrawn; Moody's maintains the Baa2
   underlying rating with a negative outlook on the bonds.

- The Aa2 programmatic rating on the City of Westland's MTF
   Bonds 1998 and 2004 MTF Bonds has been withdrawn; Moody's
   maintains the A1 underlying rating on the bonds.

- The Aa2 rating on the City of Wyoming's 2002 MFT Bonds has
   been withdrawn; Moody's maintains the Aa3 underlying rating on
   the bonds.

WHAT COULD CHANGE THE RATING UP

- Legal divergence of MTF revenues, separating them from any
   local government control, prior to payment of debt service

- Improvement in General Obligation credit profile of issuing
   local governments

WHAT COULD CHANGE THE RATING DOWN

- Deterioration of General Obligation credit profile of issuing
   local governments

- Legislative changes to the MTF program leading to reduced
   revenue distributions to local governments

Principal Methodology

The principal methodology used in this rating was US Public
Finance Special Tax Methodology published in March 2012.


MILAGRO OIL: Inks Severance Agreement with President and CEO
------------------------------------------------------------
James G. Ivey, the President and Chief Executive Officer of
Milagro Oil & Gas, Inc., as well as a director of the Company,
resigned, and his employment agreement with the Company was
terminated.

Effective Dec. 27, 2012, the Company entered into a Severance
Agreement and Mutual Release with Mr. Ivey whereby (i) the
termination of his employment agreement with the Company was
confirmed, subject to the continued enforcement of the provisions
relating to non-competition, non-solicitation, non-disparagement
and confidentiality; (ii) he and the Company entered into mutual
releases; (iii) he is entitled to a one time payment of $300,000,
reflecting the expected bonus he would have earned for 2012; and
(iv) he is entitled to receive his base salary of $25,000 per
month for the next 12 months.

                         About Milagro Oil

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

The Company's balance sheet at Sept. 30, 2012, showed
$509.0 million in total assets, $461.3 million in total
liabilities, $235.4 million in Redeemable series A preferred
stock, and a stockholders' deficit of $187.7 million.

                     Going Concern Uncertainty

According to the regulatory filing, the 2011 Credit Facility
contains customary financial and other covenants, including
minimum working capital levels (the ratio of current assets plus
the unused availability of the borrowing base under the 2011
Credit Facility to current liabilities) of not less than 1.0 to
1.0, minimum interest coverage ratio, as defined, of not less than
2.50 to 1.0, maximum leverage ratio, as defined, of debt balances
as compared to EBITDA of not greater than 4.25 to 1.0 and maximum
secured leverage ratio, as defined, of secured debt balances as
compared to EBITDA of not greater than 2.00 to 1.0.  The maximum
leverage ratio will reduce to 4.00 to 1.0 as of March 31, 2013,
and all periods thereafter.

"The Company is currently exploring a range of alternatives to be
in compliance with the financial covenant at the applicable dates.
Unless the Company is able to execute one or more of these
alternatives, the Company's maximum leverage ratio may not meet
the reduced threshold in the covenants beginning on March 31,
2013.  In that event, the Company would have to seek a waiver or
amendment to these agreements and, if not granted, the lenders
could declare a default and the Company will not be able to borrow
additional funds under the facility.  Accordingly, there is
substantial doubt of the Company's ability to continue as a going
concern."

                            *    *     *

As reported by the TCR on Nov. 29, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Houston-based
Milagro Oil & Gas Inc. to 'CCC' from 'CCC+'.

"The rating action reflects our assessment that Milagro could face
a near-term liquidity crisis," said Standard & Poor's credit
analyst Christine Besset.


MODERN PLASTICS: NPC to Appear in Sale Hearing Today
----------------------------------------------------
When New Products Corporation (NPC) recently learned about the
proposed bankruptcy sale of Modern Plastics Corp.'s real estate on
North Shore Drive in Benton Harbor, including all the lands and
buildings, for a low price of $25,000, the company started asking
questions.  After all, Modern Plastics had been a customer and
NPC's neighbor on North Shore Drive in Benton Harbor for more than
70 years before it was forced to close its doors in 2008 and file
for bankruptcy.

"We only learned about the option to purchase Modern Plastics
because we are one of the creditors," said Cheryl Miller, NPC's
president and CEO.  "We supplied parts to Modern Plastics for
years.  We are one of many creditors still owed money. They even
owed paychecks to some of their loyal employees."

Following further inquiries, NPC learned that an offer of $25,000
to purchase Modern Plastics' facilities and property was made by a
company formed by an attorney from the law firm of Dickinson
Wright, which also represents Whirlpool and Harbor Shores.

In December, NPC filed an objection with the bankruptcy court,
offering to pay more for the property to protect creditors of
Modern Plastics, and to prevent Harbor Shores' complete
encirclement of NPC's manufacturing facilities and operations.

"It's no coincidence that Harbor Shores has been eyeing our
property and our neighbor, Modern Plastics' property, for many
years," added Ms. Miller.  "We have access to drawings that date
back to 2005, showing residential development on both the
properties."

This is not the first time NPC has gone head to head with Harbor
Shores.  In September 2011, NPC filed a lawsuit against Harbor
Shores and developers of the Harbor Shores Golf Course for taking
the company's property without asking.  It is now part of the 18th
fairway.  This lawsuit is still pending in Berrien County Circuit
Court, as the parties engage in discovery.

"We refuse to be squeezed out of business," said Ms. Miller.  "Our
mission is to continue supplying high quality parts to customers
worldwide, to protect the jobs and livelihoods of our workers, and
continue to be good neighbors in Benton Harbor by acting with
integrity and doing the right thing."

Ms. Miller and NPC's legal counsel will attend the upcoming
bankruptcy hearing with regard to its objection and counter-offer
to purchase Modern Plastics.  The hearing is scheduled to be held
in Kalamazoo's Michigan Western District Bankruptcy Court at 9
a.m. on Wednesday, January 9, 2013.  Bankruptcy Judge Scott W.
Dales is presiding.


MODERN PRECAST: Proposes Griffin as Investment Banker
-----------------------------------------------------
Modern Precast Concrete and its affiliates filed an application to
employ Griffin Financial Group, LLC, as investment banker.

Prior to the Petition Date, Griffin provided various services to
Modern, including, most notably, pre-petition analysis and
marketing of the Debtors' businesses as a going concern and
negotiating a letter of intent and ultimately an asset purchase
agreement with the Debtors' proposed "stalking horse" bidder in
connection with the Debtors' proposed sale of assets pursuant to
Section 363 of the Bankruptcy Code.

During the pendency of the Chapter 11 case, the firm will, among
other things, solicit offers from potential lenders or buyers,
negotiate, in coordination with the Debtors and their
professionals, a financing or sale deal on behalf of the Debtor,
develop and review possible financing or sale transaction
structures, and provide various financial analyses to assit in
negotiations.

Compensation will be payable to Griffin by way of a flat monthly
fee in the amount of $5,000 per month, plus a contingent fee upon
the completion of either a financing or sale transaction.  In the
case of a financing transaction, Griffin will be paid an amount
equal to the greater of $250,000 or 3.0% of the total amount
advanced or committed to the Debtors, other than by the Debtors'
secured lender, M&T Bank.  In the event of a sale transaction,
Griffin will be paid an amount equal to the greater of $250,000 or
3.0% of the "total consideration" of any purchase.  In the case of
either a financing or sale transaction, the completion or closing
of such transaction, as applicable, will be conditioned upon the
payment of Griffin's contingent fee.

                     About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition
(Bankr. E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in
Reading, Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D.
Kleban, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, in
Philadelphia, serve as counsel to the Debtor.  The Debtor
estimated up to $50 million in both assets and liabilities.  West
Family Associates, LLC (Case No. 12-21306) and West North, LLC
(Case No. 12-21307) also sought Chapter 11 protection.  The
petitions were signed by James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor and McElroy, Deutsch, Mulvaney & Carpenter,
LLP as attorneys.


MONITOR COMPANY: Committee Can Retain Cole Schotz as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of unsecured Creditors in the Chapter 11
cases of Monitor Company Group Limited Partnership, et al., to
retain Cole, Schotz, Meisel, Forman & Leonard, P.A., as its
counsel, nunc pro tunc to Nov. 15, 2012.

As reported in the TCR on Dec. 14, 2012, the hourly rates of Cole
Schotz' personnel are:

         Norman L. Pernick, member             $765
         Michael D. Warner, member             $650
         Warren A. Usatine, member             $595
         Marc P. Press, member                 $555
         Ryan T. Jareck, associate             $310
         Kerri L. LaBrada, paralegal           $200
         Members                           $380 - $785
         Associates                        $210 - $400
         Paralegals                        $185 - $245

                      About Monitor Company Group

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


MONITOR COMPANY: Hiring McGladrey LLP as Tax Advisor
----------------------------------------------------
Monitor Company Group Limited Partnership, et al., ask the U.S.
Bankruptcy Court for the District of Delaware for authorization to
employ McGladrey LLP as tax advisor to the Debtors, nunc pro tunc
to Nov. 29, 2012.

McGladrey LLP will provide tax consulting and analysis in
connection with the proposed transaction between Monitor Company
Group Limited Partnership and Deloitte Consulting LLP and
affiliate or, in the event other offers are received, proposed
transactions with other purchasers.  The initial phase of the
work will consider the tax ramifications to the partner group of
the proposed sale of assets.  The analysis will consider U.S.
federal tax consequences, state tax matters and the U.S.
implications of the sale of foreign assets.

Tax consulting services would include:

1) preparation of tax filings,
2) review of Debtor-prepared filings,
3) preparation and/or review of supporting workpapers and
analysis, and
4) any related guidance and advice.

In the wind down phase, services would include:

1) withdrawal from states and/or liquidation of entities,
2) tax matters involving severance and other payments during the
bankruptcy and wind down, and
3) any related guidance and advice.

McGladrey will also assist in preparing tax related disclosures
for any disclosure statement filed in connection with a plan of
reorganization or plan of liquidation filed in the Debtors'
Chapter 11 bankruptcy cases.

McGladrey's services will be billed at McGladrey's standard rates
which are:

     Partner               $572
     Director           $317-$459
     Manager            $257-$405
     Staff              $130-$180

McGladrey has informed the Debtors that it is (a) a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b), and (b) does not
hold or represent an interest adverse to the Debtors' estates.  In
addition, to the best of its knowledge, neither McGladrey, nor any
of its employees, has any connection with the Debtors, its
creditors, equity holders, or any other parties-in-interest (as
reasonably known to McGladrey) or their respective attorneys and
accountants, or the Office of the United States Trustee for the
District of Delaware, or any person employed in the office of the
United States Trustee.

                      About Monitor Company Group

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


MT. VERNON PROPERTIES: Court Dismisses Chapter 11 Case
------------------------------------------------------
The U.S. Bankruptcy Court has dismissed the chapter 11 case of Mt.
Vernon Properties, LLC.

As reported by the Troubled Company Reporter on Oct. 10, 2012, Mt.
Vernon Properties sought case dismissal, saying its assets have
since been liquidated or disbursed to pay the lenders and expenses
of the Chapter 11 case.  The properties have been sold and the
Debtor has no assets with which to formulate and confirm a plan.

The Court dismissed the case pursuant to an order dated Nov. 5.

Mt. Vernon Properties, LLC, based in Baltimore, Maryland, owned
many parcels of real property located in Baltimore City that the
Debtor operated as multi-family rental properties.  The Company
filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 11-24801)
on July 18, 2011.  Judge David E. Rice presides over the case.
Aryeh E. Stein, Esq., at Meridian Law, LLC, in Baltimore, served
as bankruptcy counsel.  The Debtor disclosed $10,237,448 in assets
and $15,064,059 in liabilities as of the Chapter 11 filing.  The
petition was signed by Ronald Persaud, managing member of Mt.
Vernon Properties II LLC, the Debtor's sole member.


MW GROUP: Court Sets Jan. 16 DS Hearing on Bank of America Plan
---------------------------------------------------------------
Bank of America, N.A., successor by merger to LaSalle Bank
National Association , has filed a disclosure statement in
conjunction with its Chapter 11 Plan of Liquidation for Debtor MW
Group, LLC.

The hearing to consider approval of the disclosure statement will
be held on Jan. 16, 2013, at 9:30 a.m.  The last date to file and
serve written objections to the disclosure statement pursuant to
Rule 3017(s) is fixed as Jan. 9, 2013.

Two separate plans of reorganization have been proposed for
Debtor's bankruptcy estate -- (1) the Bank of America Plan and (2)
the Plan of Reorganization submitted by Debtor.  The Court,
however, can confirm only one Plan.

                           The Bank Plan

Claims in Class 1 (Allowed Secured Claim), Class 2 (Allowed
Unsecured Claims)and Class 3 (Insider Claims) are impaired under
the Bank Plan, and therefore, Holders of Class 1, Class 2 and
Class 3 Allowed Claims are entitled to vote to accept or reject
the Bank Plan.

Allowed Class 4 Interests will receive no distribution under the
Bank Plan and shall retain no property whatsoever under the Bank
Plan. Holders of Class 4 Claims are deemed to have rejected the
Bank Plan by virtue of Bankruptcy Code Section 1126(g) and is not
entitled to vote to accept or reject the Bank Plan.

Bank of America holds a secured claim totaling at least
$5,725,420.28.  Under the Bank Plan, Bank of America has agreed to
have its secured claim bifurcated into (a) a $5,300,000 secured
claim and (b) a $425,420.28 deficiency claim.  Further, pursuant
to the Bank Plan, Bank of America has agreed to have its Bank
Secured Claim be deemed satisfied upon receipt of payment of
$5,300,000 from the Cash Collateral in possession of the Trustee
and/or Net Sale Proceeds from the Sale of Debtor's real property,
including (a) that certain real property consisting of 36.5 acres
of vacant land, (b) the 48 condominium units in the Marlborough
Woods Condominium Association for rent, (c) the 200 apartments
known as Weyland and Weyland II, and (d) all improvements and
personal property located thereon or relating thereto.  On the
Effective Date of the Bank Plan, all of Debtor's Property,
including the Real Property, will be deemed to be property of the
Trust, as managed by Trustee.  Trustee, on behalf of the Trust,
will hold title to the Real Property and market and sell the same
as soon as reasonably practicable, but no later than six (6)
months after the Effective Date.

Pursuant to the Bank Plan, Bank of America has agreed to
subordinate its Bank Deficiency Claim to all other Allowed Claims.
If the Net Sale Proceeds are less than the Bank Secured Claim
amount, then Bank of America will subordinate its remaining unpaid
portion of its Bank Secured Claim, along with its Bank Deficiency
Claim totaling approximately $425,420.28, to all other Allowed
Claims.  Further, under the Bank Plan, Bank of America has agreed
to allow Trustee to utilize Bank of America's Cash Collateral to
ensure that each Holder of an Allowed General Unsecured Claim will
receive a 100% distribution on their respective Allowed General
Unsecured Claims.  Bank of America has not agreed, however, to
allow its Cash Collateral to be used to pay the Allowed Insider
Claims.

According to papers filed with the Court, all Holders of Allowed
Claims (excluding Bank of America as the Holder of the Bank
Deficiency Claim) will be paid more under the Bank Plan than the
Debtor Plan or in a Chapter 7 liquidation.  Irrespective of the
actual value of the Real Property or the amount of Net Sale
Proceeds, Holders of Allowed General Unsecured Claims will receive
100% distributions from the Net Sale Proceeds and/or Cash
Collateral.

To administer payments to Holders after confirmation, the Bank
Plan provides for the formation of a liquidating trust (the
"Trust" under the Bank Plan).  An individual designated by Bank of
America and approved by the Bankruptcy Court will act as the
trustee (the "Trustee" under the Bank Plan) of the Trust.
Trustee, on behalf of the Trust, will liquidate Debtor's Property,
including the Real Property, and will retain the right to pursue
all Causes of Action.  Bank of America, to recover on its Bank
Deficiency Claim will be able to recover from any Cash that may
remain after the Sale of Debtor's Property and payment on all
other Allowed Claims.

A copy of the Bank Disclosure Statement is available at:

           http://bankrupt.com/misc/mwgroup.doc223.pdf

                          The Debtor Plan

Bank of America has previously objected to the Debtor Disclosure
Statement of the Debtor Plan, and the Bankruptcy Court previously
did not approve the Debtor Disclosure Statement and ordered the
filing of an amended disclosure statement.  On Nov. 16, 2012, the
Debtor submitted a Disclosure Statement explaining its First
Amended Plan of Reorganization dated Nov. 16, 2012.

The Debtor segregates the various Claims and Interests into 8
Classes:

                                                         Estimated
         Description                 Voting Status       Recovery
         -----------                 -------------       ---------
Class 1  Priority Non-Tax Claims     Impaired; Entitled     100%
                                       to Vote
Class 2  Secured Tax Claims          Impaired; Entitled     100%
                                       to Vote
Class 3  Secured Claim of BOA        Impaired; Entitled     100%
                                       to Vote
Class 4  General Unsecured Claims    Impaired; Entitled     100%
                                       to Vote
Class 5  Unsecured Claim of the EPA  Impaired; Entitled     100%
                                       to Vote
Class 6  Insider Unsecured Claims    Impaired; Entitled     100%
                                       to Vote
Class 7  Employee Unsecured Claims   Not Impaired; Not      100%
                                       Entitled to Vote
Class 8  Membership Interests        Not Impaired; Not      100%
                                       Entitled to Vote

The Secured Claim of Bank of America in Class 3 will be
restructured over a 7 year period.  The Debtor estimates that the
BOA Allowed Secured Claim will be approximately $5,700,000.
Upon confirmation of the Plan, the BOA debt will be reamortized
over a 25 year term at an interest rate of 3.25% per annum.
Payments on account of this claim will be made from the revenues
and operations of the Reorganized Debtor.

Each holder of an Allowed General Unsecured Claim in Class 4 will
be paid in Cash, in full, on the Effective Date, as otherwise
agreed upon by the Debtor and holder of a General Unsecured Claim,
or in deferred cash payments with interest from the Petition Date
at the rate of 3.25% per annum, in equal monthly installments of
principal and interest sufficient to fully amortize the
outstanding indebtedness over a period of 12 months after the
Effective Date.

The Allowed Unsecured Claims of the Debtor's insiders in Class 6
will be paid in full under the Plan.  Each holder of an Allowed
Class 6 Claim will be paid in full, in Cash, with interest upon
the sale or refinance of the Property.  Interest will accrue on
the principal balance of the Allowed Insider Unsecured Claims as
of the Petition Date at the prime rate of interest plus 2% per
annum.

The Debtor's members (Class 8) will retain their membership
interests in the Debtor because the Plan provides for the payment
in full of all senior classes of creditors.  The Debtor's members
will not receive any distributions until all senior classes have
actually been paid in full, provided however, that the Debtor's
members may take such interim distributions as necessary to pay
their respective income taxes attributable to their ownership of
the Debtor.

A copy of the Disclosure Statement for the Debtor's First Amended
Plan is available at http://bankrupt.com/misc/mwgroup.doc226.pdf

                          About MW Group

Charlotte, North Carolina-based MW Group, LLC, filed for Chapter
11 bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21,
2011.  The Debtor scheduled assets of $10.32 million and
liabilities of $8.42 million.  Donald R. James signed the petition
as manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

The Debtor is represented by Christine L. Myatt, Esq., at Nexsen
Pruet, PLLC, in Greensboro, North Carolina.

No official committee of unsecured creditors has been appointed in
the case.


NAVISTAR INTERNATIONAL: Kenneth Griffin Holds 5.4% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Kenneth Griffin and his affiliates disclosed that, as
of Dec. 24, 2012, they beneficially own 4,348,428 shares of common
stock of Navistar International Corporation representing 5.4% of
the shares outstanding.  A copy of the filing is available for
free at http://is.gd/1lxCoX

                    About Navistar International

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

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.

The Company's balance sheet at Oct. 31, 2012, showed $9.10 billion
in total assets, $12.36 billion in total liabilities and a $3.26
billion total stockholders' deficit.

                          *     *     *

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

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

In the Sept. 19, 2012, edition of the TCR, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'CCC' from 'B-'.  The rating Outlook is
Negative.  The rating downgrades and Negative Rating Outlook
reflect the company's heightened liquidity risk and negative
manufacturing free cash flow (FCF) which could continue into 2013.


NEP INC: Moody's Assigns 'B2' CFR; Outlook Stable
-------------------------------------------------
Moody's Investors Service assigned B2 corporate family and
probability of default ratings to NEP/NCP Holdco, Inc. (NEP), a B1
to its first lien credit facility, and a Caa1 to its second lien
credit facility. The transaction consists of a $60 million first
lien revolver (undrawn), a $455 million first lien term loan, and
a $165 million second lien term loan. Proceeds, together with an
approximately $200 million cash equity contribution from Crestview
Partners and rollover equity from management, repaid existing debt
and funded the purchase of NEP from prior owner American
Securities LLC.

NEP provides services and equipment for remote television
production, studio production, video display and live-to-web event
production. Its major customers include television networks such
as ESPN, and key events it supports include The Super Bowl, the
Olympics and NASCAR races, as well as entertainment shows such as
American Idol and The Voice.

The outlook is stable and a summary of the action follows.

NEP/NCP Holdco, Inc

    Assigned B2 Corporate Family Rating

    Assigned B2 Probability of Default Rating

    $60M First Lien Revolver, Assigned B1, LGD3, 36%

    $455M First Lien Term Loan, Assigned B1, LGD3, 36%

    $165M Second Lien Term Loan, Assigned Caa1, LGD5, 88%

Outlook, Stable

RATINGS RATIONALE

The capital intensity of the business combined with significant
interest expense related to the debt load leaves NEP with minimal
free cash flow (projected at less than 5% of debt over the next
several years), which drives the B2 corporate family rating. The
weak capital structure, including leverage in the mid 5 times
debt-to-EBITDA pro forma for the transaction, poses significant
risk for a small company seeking to expand through both
acquisitions and organic growth in related segments and new
geographies. Nevertheless, the company's leading position within
its niche business facilitates good client relationships as well
as access to potential acquisitions, and its long term contractual
relationships with key broadcast networks and cable channels
provide some measure of cash flow stability. These factors
mitigate some of the risk related to scale and execution, as does
NEP's track record of acquiring and integrating smaller companies
without negatively impacting the credit profile. Given the sponsor
ownership, the potential for future leveraging events, such as
dividends or an exit through the sale of the company, constrains
the rating.

NEP's fleet of mobile broadcast trucks and engineering expertise
provides for a strong value proposition to its customers and also
lends asset value, supporting the rating. Furthermore, NEP
facilitates the viewing of live events, a service Moody's
considers key to content producers and content distributors, which
positions the company well regardless of how the consumption and
delivery of media evolves and therefore suggests sustainability of
the cash flow.

The stable outlook assumes leverage in the low to mid 5 times
debt-to-EBITDA range, modestly positive free cash flow, and the
maintenance of adequate or better liquidity. The stable outlook
incorporates tolerance for continued modest acquisitions in line
with the historic pattern, provided these do not cause a material
negative impact on the operating or credit profile.

The lack of scale and sponsor ownership limit upward ratings
momentum. However, Moody's would consider a positive rating action
with expectations for sustainable leverage around 4 times debt-to-
EBITDA and sustainable positive free cash flow in excess of 5% of
debt.

Deterioration of the liquidity profile or expectations for
sustained leverage of 6 times debt-to-EBITDA or higher or
sustained negative free cash flow would likely have negative
ratings implications.

NEP's 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 NEP's core industry and
believes NEP's 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.

NEP/NCP Holdco, Inc. provides outsourced media services necessary
for the delivery of live and broadcast sports and entertainment
events to television and cable networks, television content
providers, and sports and entertainment producers. The company's
majority owner is Crestview Partners and it maintains its
headquarters in Pittsburgh, Pennsylvania. Annual revenue pro forma
for acquisitions is approximately $350 million.


NEUSTAR INC: Moody's Rates $325-Mil. Term Loan A 'Ba1'
------------------------------------------------------
Moody's Investors Service has assigned a Ba1 (LGD2-27%) rating to
Neustar, Inc.'s proposed $325 million Term Loan A due 2018, a Ba1
(LGD2-27%) rating to its proposed $200 million revolver due 2018
and a Ba3 (LGD5-82%) rating to its proposed $300 million senior
unsecured notes due 2023. The proceeds will be used to refinance
the existing Term Loan B and pay related fees and expenses.
Concurrently, Moody's affirmed the Company's Ba2 corporate family
rating and upgraded the Companys's probability of default rating
to Ba2 from Ba3 to reflect the change in the refinanced capital
structure. The outlook remains stable.

Moody's has taken the following rating actions:

Issuer: Neustar, Inc.

  Upgrades:

Probability of Default Rating, Ba2, from Ba3

  Assignments:

    $325 million Senior Secured Term Loan A due 2018, Assigned
    Ba1, LGD 2-27%

    $200 million Senior Secured Revolver due 2018, Assigned Ba1,
    LGD 2-27%

    $300 million Senior Unsecured Notes due 2023, Assigned Ba3,
    LGD 5-82%

Ratings Rationale

Neustar's Ba2 corporate family rating reflects its stable,
contracted, recurring revenue, its low leverage, very good
liquidity and strong free cash flows. These strengths are offset
by Neustar's modest scale, its reliance upon a single contract for
approximately half of its revenues and the long-term potential
impact of VoIP telephony. The rating also incorporates the risk of
future debt-funded acquisitions or share repurchase.

The new proposed capital structure will consist of a five-year
$525 million senior secured credit facility (comprised of a $200
million revolver and a $325 million Term Loan A) and ten-year $300
million senior unsecured notes. The secured credit facility is
rated Ba1 (LGD2 -- 27%), one notch higher than Neustar's Ba2
corporate family rating, reflecting its senior ranking in the
capital structure and the loss absorbtion provided by the Ba3
(LGD5-82%) rated unsecured notes.

Moody's expects Neustar to maintain very good liquidity over the
next 12-18 months supported by $269 million of cash and short term
investments on the balance sheet as of 9/30/2012 and its proposed
$200 million revolver. Moody's projects that Neustar's cash from
operations should be more than sufficient to meet its modest capex
obligations and fund continued share buy-backs. The Company has
two financial covenant tests: consolidated leverage ratio and
consolidated fixed charge coverage ratio. Moody's expects the
company to have ample cushion under both covenants governing the
credit facilities.

The stable rating outlook reflects Moody's expectations that the
company will continue to generate strong free cash flows and
maintain ample liquidity primarily through the defense of its
strong market position within the carrier services market. The
stable outlook also reflects Moody's assumption that the contract
with the North American Portability Management LLC ("NAPM") will
likely be renewed.

Moody's could consider a ratings upgrade if leverage (Moody's
adjusted) were to trend towards 1.5x to 1.75x on a sustainable
basis, while free-cash-flow to debt remained above 20%. Any rating
action would also be contingent upon the likelihood of contract
renewal with the NAPM and the maintenance of a prudent capital
allocation policy.

Downward rating pressure could develop if adjusted leverage
increases towards 3.0x on a sustainable basis or if FCF/Debt falls
below 10%, which may result from future debt-funded acquisitions
or share buyback programs. The ratings could also come under
pressure if the company experiences a heightened competitive
threat within its core business segment. Although highly unlikely
to occur, the loss of the NAPM contract could result in a
potential multi-notch downgrade.

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

Based in Sterling, VA, Neustar, Inc is the leading provider of
information and data services catering to carriers and
enterprises. For last twelve month ending in September 30, 2012,
Neustar generated approximately $791 million in revenue.


NEUSTAR INC: S&P Affirms 'BB' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and '1' recovery rating to Sterling, Va.-based Neustar
Inc.'s proposed $200 million senior secured revolving credit
facility due 2018 and $325 million senior secured term loan A.
"The '1' recovery rating indicates our expectation for very high
(90% to 100%) recovery in the event of payment default.  We also
assigned a 'BB-' issue-level rating and '5' recovery rating to the
company's proposed $300 million senior notes due 2023, to be
issued under rule 144A with registration rights.  The '5' recovery
rating indicates our expectation for modest (10% to 30%) recovery
in the event of payment default," S&P said.

At the same time, S&P affirmed the 'BB' corporate credit rating on
the company and maintained the developing outlook.

"The developing outlook is based on our expectation that the
vendor selection for the number portability administration center
(NPAC) contracts that Neustar currently services will be
determined within the next 12 months, and the outcome could lead
to an upgrade or downgrade of our ratings," S&P noted.

S&P expects the company to use net proceeds from the debt
transaction to refinance about $593 million of existing debt, pay
about $13 million of related fees and expenses, and add about
$19 million of cash to the balance sheet.

While we expect the refinancing to lower the company's interest
expense and improve free operating cash flow (FOCF), these factors
are not sufficient to result in a change to our financial risk
assessment, which we view as "intermediate".  "Our ratings
incorporate the expectation that operating lease-adjusted leverage
will remain in the 2x area or below over the next couple of years,
with potential improvement dependent on growth from newer business
lines," said Standard & Poor's credit analyst Allyn Arden.

"The ratings on Neustar also reflect our business risk assessment
of "fair," which we base in part on the high near-term
predictability of nearly half of Neustar's revenues, which it
derives from the NPAC contracts.  These include wireline and
wireless number portability under seven exclusive contracts
through June 2015, managing the allocation of pooled blocks of
telephone numbers, and providing other network management services
in the U.S.  The contracts, with an industry group representing
all telecom service providers in the U.S., include fixed fees, as
well as some annual escalators," S&P added.

"We expect that the company's NPAC services will provide stability
and predictability to its overall base of business and associated
cash flows over at least the next year.  However, we could raise
the ratings if the company is able to renew the NPAC contracts on
favorable terms because this could provide Neustar with revenue
stability for several years beyond 2015 for about half of its
business.  A ratings upgrade would also be predicated on the
company maintaining an "intermediate" financial risk profile,
including leverage of about 2x," S&P said.

"Conversely, we could lower the ratings if Neustar is unable to
renew the NPAC contracts or if it renewed the contracts on
significantly less favorable terms than its prior contract.  An
unfavorable contract could constrain revenue and profitability and
could prompt us to revise downward our business and financial risk
assessment of the company.  We could also lower the ratings if
Neustar were to materially modify its financial policy, including
substantially increasing its stock repurchase plans or pursuing
material debt-financed acquisitions, such that leverage were to
increase to the mid-3x area or higher," S&P noted.


NNN CYPRESSWOOD: Files for Chapter 11 in Chicago
------------------------------------------------
NNN Cypresswood Drive 25, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-50952) on Dec. 31, 2012,
in Chicago.  The Debtor, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), has principal assets located at 9720 &
9730 Cypresswood Drive, in Houston, Texas.  The Debtor valued its
assets and liabilities at less than $50 million.


NNN LENOX PARK 9: Creditor Wants Case Transfer or Dismissal
-----------------------------------------------------------
NNN Lenox Park 9, LLC, owner of a fractional interest in two
office buildings in Memphis, Tennessee, sought Chapter 11
protection to stop a non-judicial foreclosure sale of the
properties.

U.S. Bank National Association -- as trustee, successor to Wells
Fargo Bank, N.A., as Trustee, for the registered holders of
Citigroup Commercial Mortgage Trust 2007-C6, Commercial Mortgage
Pass-Through Certificates, Series 2007-C6, acting by and through
CWCapital Asset Management LLC, solely in its capacity as Special
Servicer -- retaliated, asking for a transfer of the case to
Tennessee or an immediate dismissal of the case.

                        Case Dismissal Bid

CWCapital filed with the Bankruptcy Court a motion for an order
dismissing NNN Lenox Park 9's Chapter 11 case.

CWCapital points out that the Debtor's sole asset in this single
asset real estate case is a 2.795% tenant in common interest in
Lenox Park Buildings A & B.  The remaining 97.205% tenant in
common interests in the Property are held in varying percentages
by approximately 32 separate non-debtor entities.  On the eve of a
non-judicial foreclosure in Memphis, Tennessee, the Debtor filed
the Chapter 11 case in an attempt to prevent the Holder from
exercising its contractual right to foreclose on property
interests that belong to non-debtors.

"The Debtor's chapter 11 petition (unaccompanied by any
applications or motions) does nothing more than inequitably
subject [the] Holder to irreparable harm. This case could not
possibly achieve any legitimate objective of chapter 11, since the
Debtor has no valid reorganizational purpose in this filing. Where
the debtor only owns a piece of paper that is pledged to a
creditor, there is no reorganizational purpose," CWCapital tells
the Court.

"The Debtor filed the Petition in bad faith solely to frustrate
Holder from exercising its legal rights. The Debtor is using the
bankruptcy forum not to reorganize for the benefit of employees
(which the Debtor has none) and creditors; rather, the Debtor is
using this Court to limit the exposure of its principals by
preserving tax benefits for remote investors.  This represents a
patent abuse of the bankruptcy forum and bears all the indicia of
a bad faith filing of a chapter 11 case, which is "cause" for
dismissal pursuant to 11 U.S.C. Sec. 1112(b)."

The minute order for the Dec. 14 hearing says, "Matter continued -
date to be determined at a later date"

                   Transfer of Case Venue Sought

CWCapital also filed a separate motion asking the U.S. Bankruptcy
Court for the Southern District of Indiana to transfer the venue
of NNN Lenox Park 9, LLC's Chapter 11 case to the Western District
of Tennessee, Western Division.

CWCapital points out that the Debtor's sole asset is a fractional
ownership of a property in Tennessee.  The receiver, Commercial
Advisors Asset Services, LLC, is a Memphis-based commercial real
estate firm.  The Debtor has no actual business operations or
employees.  Most, if not all of the Debtor's creditors are located
in or around Tennessee and all debt owed by the Debtor relates to
the property.  Venue in Indiana is based solely on the location of
the Debtor's sole member.

Proceeding in the U.S. Bankruptcy Court for the Southern District
of Indiana creates hardship on the Debtor's Tennessee creditors
and impedes the Tennessee non-judicial foreclosure process,
CWCapital contends.

The minute order for the Dec. 14 hearing says, "Matter Taken under
Advisement. Debtor permitted to file a response. Court to rule by
next week."

The Court has not entered a ruling as of Jan. 7.

                    Debtor Wants Stay Enforced

Just days after filing for bankruptcy NNN Lenox filed a motion to
enforce the stay.  It said that R. Spencer Clift, III, the
substitute trustee, was notified Dec. 6 that the sale could not
proceed because of the stay provisions of 11 U.S.C. Sec. 362.  Mr.
Clift said that the sale was adjourned but moving forward.

"The law is clear.  Adjournment of a foreclosure sale during the
pendency of the automatic stay is not a violation of the automatic
stay," CWCapital said, in responding to the stay motion.

"Simply stated, the mere act of continuing a foreclosure sale date
from week to week in the manner prescribed by state law does not
advance the foreclosure process. It merely maintains the status
quo.

NNN Lenox also filed emergency motions to compel the receiver to
turn over books and documents so that it can file the schedules of
assets and liabilities as required by 11 U.S.C. Sec. 521. The
minute entry for the Dec. 14 hearing says that an agreed entry
would be submitted.

CWCapital is represented by:

         R. Spencer Clift, III
         BAKER, DONELSON, BEARMAN CALDWELL & BERKOWITZ, PC
         Suite 2000
         Memphis, TN 38103
         Tel: (901) 577-2216
         E-mail: sclift@bakerdonelson.com

                - and -

         Timothy M. Lupinacci
         BAKER, DONELSON, BEARMAN CALDWELL & BERKOWITZ, PC
         420 North 20th Street, Suite 1600
         Birmingham, AL 35203
         Tel: (205) 244-3835
         E-mail: tlupinacci@bakerdonelson.com

                          About NNN Lenox

New Albany, Indiana-based NNN Lenox Park 9, LLC, owns the
undivided 2.795% tenant in common interest in two four-story
office buildings located at 3175 Lenox Park Drive & 6625 Lenox
Park Drive, Memphis, Shelby County, Tennessee.  The Lenox Park
Buildings A & B contain 193,029 square footage of office space and
853 surface parking spaces in adjoining parking.

NNN Lenox filed a Chapter 11 petition (Bankr. S.D. Ind. Case No.
12-92686) in New Albany, Indiana, on Dec. 4, 2012, on the eve of a
non-judicial foreclosure of the Property in Memphis, Shelby
County, Tennessee.  The Debtor, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated at least $10 million
in assets and liabilities.  Judge Basil H. Lorch, III, presides
over the case.

Mubeen Aliniazee, president of Highpoint Management Solutions,
LLC, has been named the restructuring officer.  Jeffrey M. Hester,
Esq., at Tucker Hester, LLC, in Indianapolis, serves as counsel to
the Debtor.


NNN PARKWAY: Files for Chapter 11 Protection
--------------------------------------------
NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  According to the docket, the schedules of
assets and liabilities, the statement of financial affairs and
other incomplete filings are due Jan. 14, 2013.  Dana Point,
California-based NNN Parkway estimated assets and debts of
$10 million to $50 million.


NTP MARBLE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: NTP Marble Inc.
          dba Colonial Marble & Granite
        690 Market Street
        Upper Darby, PA 19082

Bankruptcy Case No.: 13-10087

Chapter 11 Petition Date: January 4, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: aciardi@ciardilaw.com

                         - and ?

                  Jennifer E. Cranston, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  E-mail: jcranston@ciardilaw.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 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/paeb13-10087.pdf

The petition was signed by Nikos Papadopoulos, president.


OTERO COUNTY HOSPITAL: Accountant Denied Leave to File Late Claim
-----------------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz denied an Amended Motion for
Extension of Time to File a Proof of Claim filed by Jo Ann
Pinette, a former employee of Otero County Hospital Association,
Inc.  The hospital operator objected to the request.

Ms. Pinette asks the Court for leave to file a late proof of claim
under Fed.R.Bankr.P. 9006(b)(1).  Ms. Pinette contends her failure
to file a proof of claim on or before the Dec. 21, 2011 Claims Bar
Date was a result of excusable neglect.  Otero counters that Ms.
Pinette is not entitled to relief under Rule 9006(b)(1) because
her failure to file a proof of claim was the result of a mistake
of law rather than excusable neglect.

The Court agreed with the Debtor.

Ms. Pinette, a resident of Alamogordo, was employed by Otero in
its accounting department for several years until Otero terminated
her employment on July 6, 2011.

A copy of the Court's Jan. 4, 2013 Memorandum Opinion is available
at http://is.gd/ET26LGfrom Leagle.com.

                    About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  Otero County Hospital Association also does
business as Mountain View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, U.S. Trustee for Region 20, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Gardere Wynne Sewell LLP serves as the
Committee's counsel.  The Committee tapped James Morell of JCM
Advisors, LLC, as healthcare management consultant.

The U. S. Trustee appointed E. Marissa Lane PLLC as patient care
ombudsman on Sept. 13, 2011.

No trustee or examiner has been requested or appointed in the
Chapter 11 Case.

The Debtor's Third Amended Plan of Reorganization dated June 20,
2012, provides that the Plan will resolve the Trust Personal
Injury Claims on a consensual basis; resolve all issues between
the Debtor and Quorum Health Resources, LLC well as the Debtor and
Nautilus Insurance Company on a consensual basis; satisfy the
claims of Bank of America in full; provide for the payment of
trade and other unsecured creditors in full; and allow the Debtor
to emerge from chapter 11 in a strong position and with the
ability to satisfy the medical needs of Otero County.

The Plan contemplates that the Debtor will obtain exit financing
to the extent necessary to satisfy the claims of its primary
secured creditor, Bank of America, and provide the Debtor with
sufficient capital to meet its other obligations under the Plan
and continue its normal operations.

On June 21, 2012, the Court entered an order approving the
disclosure statement and establishing procedures relating to
confirmation of the plan.  Following a confirmation hearing held
Aug. 3, 2012, the Court entered an order confirming a fourth
amended plan, which contained non-material modifications to the
third amended plan.


POWERSCREEN OF CHICAGO: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Powerscreen of Chicago, Ltd.
        1212 S. Naper Boulevard, Suite 119
        Naperville, IL 60540

Bankruptcy Case No.: 13-00138

Chapter 11 Petition Date: January 3, 2013

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

Judge: Carol A. Doyle

Debtor's Counsel: John J. Lynch, Esq.
                  LAW OFFICES OF JOHN J. LYNCH, P.C.
                  801 Warrenville Road, Suite 152
                  Lisle, IL 60532
                  Tel: (630) 960-4700
                  Fax: (630) 960-4755
                  E-mail: jjlynch@jjlynchlaw.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 11 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb13-00138.pdf

The petition was signed by Niall Horan, president.


ROCKIES EXPRESS: Moody's Cuts CFR/PDR to 'Ba2'; Outlook Stable
--------------------------------------------------------------
Moody's Investor Service downgraded Rockies Express Pipeline LLC's
(REX) Corporate Family Rating to Ba2 from Ba1. Moody's also
downgraded the company's existing senior notes ratings to Ba2 from
Ba1 and assigned a Ba2 rating to the proposed offering of $525
million senior notes due 2019. The outlook was changed to stable
from negative. The proceeds from the senior notes offering will be
used to redeem maturing senior notes.

"We consider this refinancing to be a missed opportunity for debt
reduction," commented Pete Speer, Moody's Vice President. "The
ratings downgrade reflects Rockies Express' continued high
financial leverage and the uncertainties regarding its earnings
power when most of its current customer contracts expire in 2019."

Issuer: Rockies Express Pipeline LLC

  Ratings Downgraded:

    Corporate Family Rating to Ba2 from Ba1

    Probability of Default Rating to Ba2 from Ba1

    Senior Unsecured Regular Bond/Debenture ratings to Ba2, LGD 4
    (50%) from Ba1 LGD4 (50%)

  Ratings Assigned:

    $525 million senior notes due 2019 rated Ba2, LGD 4 (50%)

  Outlook Actions:

    Outlook, Changed to Stable From Negative

Ratings Rationale

REX's Ba2 CFR is supported by access to large natural gas supply
basins in the Rocky Mountain region, multiple interconnections
with long haul pipelines serving the Midwest and Northeastern US,
and long-term firm transportation contracts with mostly investment
grade producers and marketing companies. These positive attributes
are offset by REX's high financial leverage (Debt/EBITDA of 5.6x
at September 30, 2012) and the long-term challenges to its
competitive position posed by increasing gas production from the
Marcellus Shale. The sale of 50% equity ownership in REX to
Tallgrass Energy Partners (Tallgrass Operations LLC, Ba3 stable)
by Kinder Morgan Energy Partners (KMP, Baa2 stable) replaced KMP
as a sponsor and operator with a lower rated private equity
sponsored entity. The transaction also indicated that REX's
current fair value is less than its cost to build, validating
concerns regarding the future tariffs that REX will receive when
its original customer contracts expire in 2019.

Although REX's cash flows are largely sheltered from these
competitive pressures through its long-term contracts, the
pipeline has about 10% of its capacity that is likely to require
re-contracting in late 2014. This could result in a decrease in
earnings absent successful execution of organic expansion projects
over the next two years. The stable outlook reflects the
contractually supported earnings profile through late 2014 and
Moody's expectation that capital projects will be funded through
free cash flow or partner capital contributions to avoid further
significant increases in financial leverage. If Debt/EBITDA were
to increase above 6x then the ratings could be downgraded.

An upgrade of REX's ratings is unlikely given the uncertainties
regarding REX's earnings post 2014 and the limited opportunities
for debt reduction prior to 2015. In order for an upgrade to Ba1
to be considered, Debt/EBITDA would have to be reduced to under
5x.

The Ba2 ratings on the proposed $525 million of senior notes and
the existing senior notes reflect the overall probability of
default of REX, to which Moody's assigns a PDR of Ba2, and a loss
given default of LGD 4 (50%). The company has a committed $100
million unsecured revolving credit facility. Since the revolver
and senior notes are all unsecured, the senior notes are rated the
same as the company's Ba2 CFR under Moody's Loss Given Default
Methodology.

The principal methodology used in rating Rockies Expres Pipeline
was the Natural Gas Pipeline Industry Methodology published in
November 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Rockies Express LLC is an interstate natural gas pipeline running
from Wyoming and Colorado to Ohio, owned by subsidiaries of
Tallgrass Energy Partners, Phillips 66 (Baa1 stable) and Sempra
Energy (Baa1 stable).


ROVI CORP: RES Unit's Sale No Impact on Moody's 'Ba3' CFR
---------------------------------------------------------
Moody's Investors Service said Rovi Corporation's intent to pursue
the sale of its cash-absorptive Rovi Entertainment Store (RES)
business, which encompasses Rovi's on-demand video entertainment
delivery solutions, is credit positive.

However, Rovi's ratings are not affected at the present time as
the company continues to face challenges in offsetting the decline
in its legacy Analog Copy Protection business through growth in
new product categories.

As reported by the Troubled Company Reporter on July 24, 2012,
Moody's Investors Service said Rovi Corporation's weaker-than-
expected cash flow generation for 2012 and the resultant delay in
achieving previously committed deleveraging target of less than
4.0x (total debt to company's adjusted pro forma EBITDA) are
credit negative and leave very little margin for execution
missteps in the current Ba3 Corporate Family Rating.

Headquartered in Santa Clara, California, Rovi Corporation
provides integrated solutions to media entertainment market. The
company has a broad patent portfolio spanning display of and
interaction with TV program guides.


SEARS HOLDINGS: Chairman Ed Lampert Assumes CEO Post
----------------------------------------------------
Dana Mattioli, writing for The Wall Street Journal, reports that
hedge fund billionaire Edward S. Lampert will become CEO at the
struggling department store chain Sears Holdings Corp., succeeding
Lou D'Ambrosio, who led the company for around two years. Mr.
D'Ambrosio's departure was influenced by a close family member's
medical condition, people familiar with the matter said.

Mr. Lampert is serving as chairman of the company.

WSJ notes Mr. Lampert, the former Goldman Sachs star, created the
company in 2005 by merging Sears and Kmart.  But he lacks a retail
background and has been criticized for skimping on investments at
the chains' base of 2,000 stores and turning off customers.  His
task will be to stem the decline in sales and cut costs to
preserve Sears' cash flow.

"There's a very big difference between being a CEO of a company
and a shareholder or chairman of a company," said Mr. Lampert,
whose hedge fund ESL Investments Inc. controls 56.2% of Sears
shares, according to WSJ.  But, he said, his longtime board seats
at Autozone Inc. and AutoNation Inc. have taught him a lot about
retailing.

Mr. Lampert gained control of Kmart in 2003 after the company
emerged from bankruptcy protection, then combined it with Sears in
an $11.5 billion deal.

WSJ relates that Sears lost $441 million in the nine months ended
October, as its revenue fell by $1.5 billion from a year earlier
to $27.6 billion. On Monday, the company said it expected to lose
another $280 million to $360 million in the quarter ending Feb. 2
amid pension costs.

Mr. D'Ambrosio was an executive with International Business
Machines Corp., before he was named CEO of Sears in early 2011.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SILIKEN MANUFACTURING: Files Petition for Relief Under Ch. 11
-------------------------------------------------------------
Siliken Manufacturing, USA, Inc., and its wholly-owned subsidiary,
Siliken USA, Inc. on Jan. 8 filed concurrent petitions for relief
under chapter 11 of the Bankruptcy Code.  The petitions were filed
in the United States Bankruptcy Court for the Southern District of
California.  The Siliken Companies are represented by Cooley, LLP
(Ali Mojdehi and Janet Gertz), general bankruptcy counsel to the
Companies.  The Siliken Companies are dedicated to the
development, sale, and marketing of PV solar energy products.

"It has become increasingly clear that the Siliken Companies will
not have the capital resources they need to move forward with
their business strategy due to the continued weak U.S. economy,
along with an environment of continued downward price pressures
for PV solar energy products and the lack of outside investment
sources.  In light of these challenges, and with the authorization
of their respective boards of directors, the Siliken Companies
have filed petitions for relief under Chapter 11 of the Bankruptcy
Code in order to best maximize value for their creditors," said
Scott Sporrer, Vice President and General Manager of Siliken USA.

In October 2012, the Siliken Companies engaged Richard M.
Kipperman of Corporate Management, Inc. as Chief Restructuring
Officer.  With the assistance of Mr. Kipperman, the Siliken
Companies have been evaluating their restructuring options and
have concluded that seeking protection under the Bankruptcy Code
was the best means of providing value to their constituents.  "We
believe that utilizing the protections of chapter 11 of the
Bankruptcy Code will serve the interests of the Siliken Companies'
creditors and other constituencies to the greatest extent possible
and that the assets of the Siliken Companies' estates are
maximized to provide for the maximum possible return," commented
Mr. Kipperman.

In an effort to reduce costs, the Siliken Companies have
eliminated the balance of their workforce over the past year.  The
Companies will seek to monetize the remaining inventory and
equipment during the chapter 11 proceedings and to equitably
distribute the proceeds.

                   About The Siliken Companies

Siliken Manufacturing USA, Inc. is a wholly-owned subsidiary of
Siliken, S.A., Valencia, Spain, which has itself sought relief
from creditors and is pursuing restructuring alternatives under
the laws of Spain.  The Siliken Companies are part of the Siliken
Group, which develops solutions for the renewable energy industry,
especially in the area of photovoltaic solar energy.  It
manufactures and distributes photovoltaic modules and components.
The Siliken Group has module production plants in Spain and
Romania, next to its own purification plant for solar-grade
silicon in Spain.  The cases are styled, In re Siliken
Manufacturing, USA, Inc., Case No. 13-00119-11 and In re Siliken
USA, Inc., Case No. 13-00120-11, which are pending in the United
States Bankruptcy Court for the Southern District of California.
For additional information about the reorganization please go to:
http://www.omnimgt.com/SilikenManufacturingUSAor send an e-mail
to siliken.usa@siliken.com


SENTINEL MANAGEMENT: INTL FCStone to Challenge Court Ruling
-----------------------------------------------------------
INTL FCStone Inc. on Jan. 8 disclosed that it is considering its
legal alternatives, including appeal, in response to the judgment
rendered by the U.S. District Court, Northern District of
Illinois, on January 4, 2013 against its subsidiary, FCStone, LLC
("FCStone"), in the matter of Frederick J. Grede (as Liquidation
Trustee of the Sentinel Liquidation Trust) vs FCStone, LLC.  In
the view of FCStone, a futures commission merchant regulated by
the CFTC, the court's ruling, if upheld, could undermine the
integrity of the futures industry's system of segregated customer
accounts and the CFTC regulations which are designed to protect
those accounts from the claims of creditors.

Unless successfully appealed, the court's ruling would result in a
net pre-tax loss to FCStone of between $4 million and $6 million.
FCStone is committed to the protection of its customers, and the
court's ruling will not affect its customers in any way.

The case arises from the 2007 bankruptcy of Sentinel Management
Group, Inc. ("Sentinel"), an SEC-registered investment adviser and
CFTC-regulated futures commission merchant.  Sentinel, in
accordance with CFTC regulations, invested customer funds on
behalf of FCStone and many other futures commission merchants.
Sentinel also invested funds deposited by hedge funds and other
securities investors.  In August 2007, Sentinel declared
bankruptcy.  Shortly thereafter, a Chicago federal district court
ordered Sentinel to return all remaining customer funds which had
been deposited by the futures commission merchants, including
FCStone, and Sentinel did so. At that time, FCStone itself covered
any account shortfall in order to ensure that its customers
suffered no harm due to the insolvency of Sentinel.

Approximately a year later, the Sentinel bankruptcy trustee filed
virtually identical lawsuits against FCStone and approximately a
dozen other futures commission merchants, seeking a return of the
August 2007 distribution of customer funds.  The trustee has never
alleged any wrongdoing on the part of FCStone or the other futures
commission merchants.  Rather, the trustee simply claimed that the
futures commission merchants, including FCStone, received a
greater percentage of their account balances than the other
Sentinel customers.  The trustee has argued that FCStone and the
other futures commission merchants should receive, from the
bankruptcy estate, the same percentage as the other Sentinel
customers, and no more.  On January 4, 2013, in a "test case"
decision, the federal district court ruled that FCStone should
return its original distribution of $15.6 million and receive a
revised distribution based on an equal distribution to all of
Sentinel's customers, which would result in a net pre-tax loss to
FCStone of between $4 million and $6 million.

"We are surprised and disappointed by the court's ruling.  In the
wake of MF Global and other futures commission merchant
bankruptcies, we believe that the regime of heightened protection
for futures market customer funds has special relevance, not just
to FCStone, but the industry as a whole," said Sean O'Connor, CEO
of INTL FCStone.  "We are considering all of our legal
alternatives at this point, including the possibility of an
appeal."

                      About INTL FCStone Inc.

INTL FCStone Inc. (INTL) -- http://www.intlfcstone.com-- provides
execution and advisory services in commodities, currencies and
international securities.  INTL's businesses, which include the
commodities advisory and transaction execution firm FCStone Group,
serve more than 20,000 commercial customers in more than 100
countries through a network of offices in twelve countries around
the world.

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represent the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed a plan of liquidation for Sentinel on
Dec. 15, 2008, and Mr. Grede is managing the liquidation.


SOUTH LAKES DAIRY: Files Schedules of Assets and Liabilities
------------------------------------------------------------
South Lakes Dairy Farm filed its schedules of assets and
liabilities in the U.S. Bankruptcy Court for the Eastern District
of California, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property
  B. Personal Property           $19,447,981
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,961,380
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority                        $6,232,026
     Claims
                                 -----------      -----------
        TOTAL                    $19,447,981      $26,193,406

                      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.


SPECIALTY PRODUCTS: Asbestos Committee Wants Ch. 11 Case Dismissed
------------------------------------------------------------------
The Official Committee of Asbestos Claimants asks the Bankruptcy
Court to dismiss Specialty Products Holdings Corp.'s chapter 11
cases as bad faith filings.

Natalie D. Ramsey, Esq., at Montgomery, Mccracken, Walker &
Rhoads, LLP, tells the Court that the Committee has long
questioned the propriety of the bankruptcy cases.  It has,
however, resisted filing a motion to dismiss based on the Debtors'
continued representations to the Court that they intended to seek
a consensual plan.

However, the positions that the Debtors have taken in the final
days before the estimation trial leave no doubt that these cases
had no proper purpose when filed and have been maintained to
further the Debtors' admitted litigation strategy of limiting
their liabilities in ways that could not be done in the tort
system.  As such, the Committee is now constrained to seek the
dismissal of the cases.

On the eve of the estimation trial, Ms. Ramsey says the Debtors
have revealed their true colors -- that these cases were filed to
obtain litigation advantage.  In a series of recently filed
motions, they have sought to significantly limit their asbestos
liability on the basis of positions and theories that they never
asserted, and could not obtain on an aggregate basis, in the tort
system.  With the benefit of hindsight, it is now clear that the
goal of the Debtors in and since filing these cases has been to
use them as a means of leverage, and an attempt to circumvent the
due process rights afforded to personal injury and wrongful death
plaintiffs.

On Dec. 5, 2012, Ms. Ramsey recalls the Debtors filed two motions
seeking declaratory relief limiting their liability -- one seeking
a determination that neither of the Debtors have continuing
liability for any claims arising as a result of the sale of
asbestos-containing products by The Reardon Company, and the other
seeking a determination that SPHC does not have liability for any
claims arising as a result of the sale of asbestos-containing
products by Bondex after it was spun-off from SPHC as a separate
company.  While portraying the motions as estimation-related
motions, the Debtors' actual agenda was much more far-reaching and
duplicitous.

The Debtors' plan provides that asbestos creditors will be
"unimpaired" if they are channeled to a trust funded by the full
amount of the Court's estimation determination.  The Debtors' Plan
also provides that asbestos creditors are deemed to accept the
plan and not entitled to vote even on the section 524(g)
injunction provided under their plan to not only the Debtors but
also to RPM International and all of its family of companies.

According to Ms. Ramsey, by first seeking determinations intended
to artificially reduce their liability "merely for purposes of
estimation," then seeking to impose those determinations through
the Debtors' Plan, the Debtors sought to trample on the due
process rights afforded to asbestos creditors.  The Debtors
sought: (1) to avoid jurisprudence holding that this Court may not
make binding determinations on future claimants outside of section
524(g) of the Bankruptcy Code, (2) to avoid the specific voting
provisions of section 524(g) designed to protect both the present
and future asbestos creditors, and (3) to both avoid and cut off
the rights  of individual asbestos creditors to litigate issues of
successor liability and piercing in the tort system.

Ms. Ramsey notes the Court has properly opined that the Debtors
cannot circumvent the specific requirements of section 524(g),
making the Debtors' Plan unconfirmable on its face.  There is no
question that Bondex is defunct and hopelessly insolvent, and that
the Debtors' Plan envisions no future business activity for it.
Unless another entity is available to fund its liability, there is
no point to estimating its asbestos liability.  As the Court
correctly observed on Dec. 17, 2012, under the circumstances
present in the case and without any legitimate reorganization
objective, the proper course is either to dismiss Bondex's
bankruptcy case or convert it to a chapter 7 case. 12

As to Debtor SPHC -- a company with assets in excess of $800
million -- according to the Committee, the Debtors would have the
Bankruptcy Court find that its aggregate present and future
asbestos liability is only about $40 million.  Even if those
Motions are unsuccessful, the Debtors' expert seeks to depress
SPHC's liability to an untenably low figure of about $125 million.

Ms. Ramsey contends there can be no other purpose for the
continuation of these cases other than to permit the Debtors to
seek a 'bankruptcy discount' based upon their "shaped" liability,
or to permit them to attempt to obtain settlement leverage by the
threat of delay.  Since the Court of Appeals for the Third Circuit
has plainly ruled that such a litigation purpose is improper, Ms.
Ramsey asserts that the Bankruptcy Court should not permit the
Debtors to further manipulate the Bankruptcy Code and delay their
creditors in pursuing recovery in the tort system.

The Asbestos Claimants Committee is represented by:

         Natalie D. Ramsey, Esq.
         MONTGOMERY, MCCRACKEN, WALKER & RHOADS, LLP
         1105 North Market St., Suite 1500
         Wilmington, DE 19801-1201
         Tel: (302) 504-7800
         Fax: (302) 504-7820

The hearing on the motion is scheduled for Jan. 18, 2013, at
4:00 p.m.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

The Company estimated its assets and debts at $100 million to
$500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

As reported by the Troubled Company Reporter, Specialty Products
has proposed a Chapter 11 reorganization plan.  The official
committee of Asbestos Personal Injury Claimants and the Future
Claimants' Representative also have filed a joint Chapter 11 plan
for the Debtors.



SSRS INVESTMENTS: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SSRS Investments I, LP
        P.O. Box 866
        Van Alstyne, TX 75495

Bankruptcy Case No.: 13-40080

Chapter 11 Petition Date: January 4, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Scheduled Assets: $732,300

Scheduled Liabilities: $1,437,400

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/txeb13-40080.pdf

The petition was signed by Shazia Morakabian, secretary of general
partner.


STEELE SPORTFISHING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Steele Sportfishing Service Corp., Inc.
        5700 Executive Drive
        Baltimore, MD 21228

Bankruptcy Case No.: 13-10186

Chapter 11 Petition Date: January 5, 2013

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Kim Y. Johnson, Esq.
                  P.O. Box 643
                  Laurel, MD 20725-0643
                  Tel: (443) 838-3614
                  Fax: (301) 725-2065
                  E-mail: kimyjcounsel@aol.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Scott R. Steele, secretary.


THQ INC: Receives Court Approval for Amended Sale Calendar
----------------------------------------------------------
THQ Inc. received approval from the U.S. Bankruptcy Court on the
calendar to conduct bidding and complete the sale of the company
following an agreement reached between the potential buyer and the
committee representing unsecured creditors.  The Court approved
Clearlake Capital Group, L.P.'s bid for the entire company as the
opening bid for an orderly auction process.  The Court also
approved procedures that allow other interested parties to bid for
individual assets or for the entire company, but bids for
individual assets will only be considered superior to an aggregate
bid for the entire company if the value generated by separate
sales were to exceed the price offered by an individual bidder for
the entire company.

The new calendar now calls for all bids to be received by January
22, 2013 at 9:00 a.m. ET.  The auction will be held later that day
at 3:00 p.m.  The hearing on the sale will be held at 9:30 a.m.
January 23, and the closing will occur January 24.

The Court also approved an amended financing agreement that will
support THQ's operations during this period.

"Today's ruling provides a clear path. We will now know
definitively by Jan. 23rd where we stand," confirmed Brian
Farrell, Chairman and CEO of THQ.  "We appreciate the support of
our employees, partners, and suppliers now more than ever."

THQ is being advised by Centerview Partners LLC and FTI Consulting
as its financial advisors and Gibson, Dunn & Crutcher LLP as legal
counsel.

For information regarding the Chapter 11 case, please visit
http://www.kccllc.net/thq

                            About THQ

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.


VAL-FAB INC.: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: VAL-FAB, Inc.
        218 Jackson Street
        Neenah, WI 54957

Bankruptcy Case No.: 13-20090

Chapter 11 Petition Date: January 4, 2013

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

Judge: Susan V. Kelley

Debtor's Counsel: Craig E. Stevenson, Esq.
                  KREKELER STROTHER, S.C.
                  2901 West Beltline Highway, Suite 301
                  Madison, WI 53701-0828
                  Tel: (608) 258-8555
                  Fax: (608) 258-8299
                  E-mail: cstevenson@ks-lawfirm.com

                         - and ?

                  Eliza M. Reyes, Esq.
                  KREKELER STROTHER, S.C.
                  2901 West Beltline Highway, Suite 301
                  Madison, Wi 53713
                  Tel: (608) 258-8555
                  Fax: (608) 258-8299
                  E-mail: ereyes@ks-lawfirm.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/wieb13-20090.pdf

The petition was signed by Gary L. Van Linn, vice president.


WEBB DIVERSIFIED: Case Summary & 8 Unsecured Creditors
------------------------------------------------------
Debtor: Webb Diversified, LLC
        295 Rosehill Drive East
        Tallahassee, FL 32312

Bankruptcy Case No.: 13-40006

Chapter 11 Petition Date: January 3, 2013

Court: U.S. Bankruptcy Court
       Northern District of Florida (Tallahassee)

Debtor's Counsel: Thomas B. Woodward, Esq.
                  THOMAS B. WOODWARD, ATTY.
                  P.O. Box 10058
                  Tallahassee, FL 32302
                  Tel: (850) 222-4818
                  Fax: (850) 561-3456
                  E-mail: woodylaw@embarqmail.com

Scheduled Assets: $3,323,394

Scheduled Liabilities: $4,497,120

A list of the eight entities identified by the Company in the list
of 20 largest unsecured creditors is available for free at:
http://bankrupt.com/misc/flnb13-40006.pdf

The petition was signed by Wayne S. Webb, Jr., member/CFO.


WELLS ENTERPRISES: Moody's Assigns 'B1' Corp. Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned B1 Corporate Family and
Probability of Default Ratings to Wells Enterprises, Inc. Moody's
also assigned a B2 (LGD 4, 60%) rating to the company's new $235
million senior secured notes due 2020. Proceeds from the issuance
are being used to pay equity holders a dividend and refinance
existing debt. Ratings are subject to Moody's review of the final
documentation. The outlook is stable.

The following ratings are assigned to Wells Enterprises, Inc:

  Corporate Family Rating at B1;

  Probability of Default Rating at B1;

  $235 million senior secured notes due January 2020, at B2
  (LGD 4, 60%)

The outlook is stable.

Wells' B1 Corporate Family Rating reflects the company's thin
profit margins, small scale relative to its larger and more
diverse packaged food competitors, limited geographic diversity
and its sole focus on ice cream and frozen novelties. However, the
rating also reflects the company's well known licensed brands such
as Weight Watchers, Cadbury and Yoplait and its solid position as
a private label ice cream manufacturer. The company's presence in
branded products as well as private label, coupled with the sheer
scale and breadth of its manufacturing operations, enable Wells to
maximize penetration of distribution channels spanning a broad
range of retail, foodservice, club operators, convenience stores
and mobile vendors.

The rating outlook is stable, reflecting the company's modest
leverage, diverse distribution channels and solid position in
private label ice cream manufacturing. The outlook also reflects
the company's narrow focus on ice cream and related novelties, as
well as its relatively narrow profit margins and limited
geographic diversity.

An upgrade in the near term is unlikely given the company's size,
narrow product offering, and exposure to commodity prices.
Considerations that could contribute to an upgrade would be the
company growing revenues above $1.5 billion, demonstrating success
in its expansion strategy, and strengthening its cash flow. Credit
metrics that could contribute to an upgrade include sustaining
EBIT to interest above 2.5 times and maintaining debt/EBITDA below
3.5 times.

Wells' ratings could be downgraded if the company's operating
performance were to materially deteriorate, if it is unable to
effectively manage its growth efforts, or should its liquidity
become constrained. A rating downgrade could also be considered if
debt/EBITDA approaches 4.5 times.

Headquartered in Le Mars, Iowa, family-owned Wells Enterprises
("Wells") is the third largest ice cream manufacturer in the U.S.
producing a range of packaged ice cream and frozen novelty
products. In addition to its Blue Bunny branded frozen dessert
products the company produces a diverse portfolio of products
under licensed brands such as Weight Watchers and Yoplait as well
as private label ice cream products for national retailers. For
the twelve months ending September 30, 2012, Wells posted revenues
of approximately $970 million.

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


WILLBROS GROUP: Gets Two Transmission Construction Projects
-----------------------------------------------------------
Willbros Group, Inc. on Jan. 8 disclosed that two units of its
Utility T&D segment have been awarded transmission construction
projects in Texas.

Willbros T&D was awarded a contract by New Braunfels Utilities to
remove 3.1 miles of existing line and install approximately 3.8
miles of new line.  The project is scheduled to begin in February
and will be completed by the end of May.

Additionally, Xcel Energy Services Inc., on behalf of its
operating company, Southwestern Public Service Company, awarded
Chapman Construction, a division of Willbros, the first 104 miles
of a 200 mile single circuit 345-kilovolt transmission line
project in the Texas Panhandle.  Construction on the project is
scheduled to commence towards the end of the second quarter with
wire installation in the last half of 2013.

Randy Harl, President and Chief Executive Officer, remarked, "We
are very pleased to have the opportunity to work with New
Braunfels Utilities and Xcel Energy to support their reliability
and expansion efforts.  These awards demonstrate progress towards
our strategy to expand our transmission capabilities and presence
in Texas and the surrounding states.  We are seeing increased
opportunities for both high and low voltage transmission
construction and these project awards position us to obtain
additional work in this region."

Willbros Group, Inc. -- http://www.willbros.com-- is an
independent contractor serving the oil, gas, power, refining and
petrochemical industries, providing engineering, construction,
turnaround, maintenance, life-cycle extension services and
facilities development and operations services to industry and
government entities worldwide.

                          *     *     *

As reported by the Troubled Company Reporter on Nov. 13, 2012,
Willbros amended its credit agreement to extend the maturity
date of its senior secured credit facility and to modify the debt
covenants and increase the amount of funds available for borrowing
under certain conditions.  The company also received incremental
term loans of $60 million.  These amendments have addressed some
of the debt maturity and liquidity concerns that led to Moody's
negative outlook in May of this year.  However, recent operating
results have been weak and the company is expected to generate
negative free cash flow this year.  In addition, this is the
second time the company has been forced to amend its credit
facility within the past 20 months and it has not addressed its
longer term financing needs.  Therefore, Moody's is maintaining
the company's B3 corporate family rating and Moody's negative
outlook.


* FINRA Unveils 2012 Regulatory Highlights
------------------------------------------
The Financial Industry Regulatory Authority (FINRA) marked 2012
with significant accomplishments in detecting fraudulent activity,
implementing cross-market surveillance, increased transparency of
securities markets and fulfilling its regulatory mandate to
protect investors, assessing $68 million in fines, ordering a
record $34 million in restitution to harmed customers and taking
measures to ensure market integrity.

Richard Ketchum, FINRA's Chairman and CEO, said, "FINRA fulfilled
its role as the first line of defense for investors through a
comprehensive and aggressive enforcement program, supported by a
realigned and more risk-based examination program and the
provision, for the first time, of cross-market surveillance
programs that more effectively detected electronic manipulative
trading.  Protecting investors and helping to ensure the integrity
of the nation's financial markets is at the heart of what we do
every day."

Regulatory Highlights

One of the most significant regulatory achievements this year was
the range of civil and criminal actions stemming from FINRA
referrals of potential fraudulent conduct.  FINRA's Office of
Fraud Detection and Market Intelligence (OFDMI) conducts a robust
insider trading and fraud surveillance program across nearly all
U.S. equities markets.  FINRA referrals and proactive sharing of
regulatory intelligence have provided assistance to the Securities
and Exchange Commission (SEC) and law enforcement agencies,
targeting a wide variety of schemes.  One example of immediate
intervention as a result of an OFDMI insider trading referral was
an insider trading matter involving suspicious trading by foreign
accounts prior to an M&A transaction that generated more than $13
million in illicit profits in July.  FINRA alerted the SEC to the
suspicious trading within hours after the acquisition was
announced, leading to an emergency asset freeze.  In 2012, OFDMI
referred 692 matters involving potential fraudulent conduct to the
SEC and other federal or state law enforcement agencies, including
347 insider trading referrals and 260 fraud referrals.  These
referrals and cooperative regulatory efforts resulted in many SEC
actions, including PIPEs transactions, microcap fraud, insider
trading and market manipulation.

FINRA brought a number of highly significant disciplinary actions
in 2012, including being the first regulator to address a number
of ongoing frauds by taking immediate action.

-- WR Rice - Filed a temporary cease and desist order and
complaint to halt further fraudulent sales activities by WR Rice
Financial Services and its owner, as well as the conversion of
investors' funds or assets

-- Hudson Valley - Expelled the firm and barred the CEO for
defrauding its clearing firm and customers by using their funds
and securities to cover losses caused by the CEO's manipulative
day trading

-- TWS Financial - Filed a complaint against TWS's
president/owner, alleging a fraudulent scheme targeting the Polish
community.

FINRA brought 1,541 disciplinary actions (an increase of 53 from
2011) against registered individuals and firms, levied fines
totaling more than $68 million and ordered restitution of $34
million to harmed investors.  In addition, FINRA expelled 30 firms
from the securities industry, barred 294 individuals and suspended
549 brokers from association with FINRA-regulated firms.

Disciplinary highlights include cases involving complex products,
including exchange-traded funds (ETFs), structured products and
non-traded REITs, as well as research analyst conflicts,
inadequate disclosure and mispricing.

FINRA finalized several high profile cases against firms in 2012.

Cases Involving Complex Products

-- Non-traded REITs - FINRA sanctioned David Lerner Associates,
the firm's founder, President and CEO, and the firm's head trader
in an action related to the non-publicly traded Apple REITs
involving suitability and supervision violations.  The settlement
also consolidated numerous matters, including a municipal and CMO
markup case, a pending enforcement investigation of more recent
municipal and CMO markups, and 10 pending market regulation
matters involving municipal markups identified through
surveillance reviews.

-- Improper Sales of ETFs - FINRA sanctioned Citigroup Global
Markets, Inc.; Morgan Stanley & Co., LLC; UBS Financial Services;
and Wells Fargo Advisors, LLC a total of more than $9.1 million
for selling leveraged and inverse ETFs without reasonable
supervision and for not having a reasonable basis for recommending
the securities.  The firms were fined more than $7.3 million and
are required to pay a total of $1.8 million in restitution to
certain customers who made unsuitable leveraged and inverse ETF
purchases.  In addition, FINRA also brought similar cases against
Merrill Lynch and Scott & Strongfellow.

-- Structured Products - Merrill Lynch was fined $450,000 for
supervisory failures relating to the sales of structured products
to retail customers.  The firm relied upon automated exception-
based reporting systems to flag transactions and/or accounts that
met certain pre-defined criteria, but did not specifically monitor
for potentially unsuitable concentration levels.

Conflicts, Disclosure and Mispricing Cases

-- Research Analysts - FINRA filed an action against Goldman Sachs
for failing to supervise equity research analyst communications
with traders and clients, and for failing to adequately monitor
trading in advance of published research changes to detect and
prevent possible information breaches by its research analysts.
FINRA fined Goldman Sachs $11 million.  The firm also settled with
the SEC for an additional $11 million fine.

-- Improper Reimbursement of Fees to Lobbying Group - Five firms
-- Citigroup, Goldman Sachs, JP Morgan, Merrill Lynch and Morgan
Stanley -- were sanctioned a total of more than $4.48 million for
unfairly obtaining the reimbursement of fees they paid to the
California Public Securities Association (Cal PSA) from the
proceeds of municipal and state bond offerings.  The firms
violated fair dealing and supervisory rules of the Municipal
Securities Rulemaking Board by obtaining reimbursement for these
voluntary payments to pay the lobbying group.  The firms were
fined a total of more than $3.35 million and are required to pay a
total of $1.13 million in restitution to certain issuers in
California.  This is the first case brought by regulators on the
manner in which banks pay bond-lobby fees.

-- Mispricing of Mutual Fund Orders - FINRA ordered Pruco
Securities, LLC to pay more than $10.7 million in restitution,
plus interest, to customers who placed mutual fund orders with
Pruco via facsimile or mail, and received an inferior price for
their shares.  FINRA also fined Pruco $550,000 for its pricing
errors and for failing to have an adequate supervisory system and
written procedures in this area.

Disciplinary Actions Ensuring Market Integrity

-- Direct Market Access - Master/Sub-Account - FINRA filed a
number of direct market access - master/sub cases, which
sanctioned firms for allowing foreign traders to conduct
suspicious trading activity at the firms (Hold Brothers, Genesis,
and Title Securities).

-- Credit Default Swap (CDS) Pricing - FINRA fined GFI Securities,
Inc., and five CDS brokers/supervisors more than $2.9 million for
violations related to improper communications and collusion
designed to hamper customers' efforts to obtain CDS brokerage
services at rates reflecting a bona fide competitive market, and
for related supervisory deficiencies.  FINRA also suspended the
five individuals.

-- Inflated Advertised Trade Volume - FINRA censured and fined
Deutsche Bank Securities, Inc., $1.25 million for substantially
overstating its advertised trade volume to three private service
providers and for related supervisory deficiencies.  FINRA also
censured and fined Jeffries & Company, Inc., $550,000 for similar
conduct.

-- Market Manipulation - FINRA expelled Biremis Corp., a brokerage
that handled U.S. trading for a trading company, and barred its
President and CEO for lacking procedures to prevent a trading
scheme called "layering" and numerous other violations.

In 2012, FINRA initiated 1,846 routine examinations, more than 800
branch office examinations, and 5,100 cause examinations in
response to events such as customer complaints, terminations for
cause and regulatory tips.  As part of a redesign of the platform
used by examination staff to conduct exams, FINRA developed new
technology to support and streamline the process with new
technology, tools, data and new exam content that, along with the
underlying risk hierarchy, make up the new, modernized framework
for the risk-based examination process.  This framework is
critical to identifying and prioritizing areas of risk exposure at
firms, and subsequently, helping FINRA determine the appropriate
regulatory response to those risks and improve our ability to
quickly make decisions regarding pursuing "red flags" and other
areas of heightened focus.

In addition, FINRA devoted significant resources to monitoring the
financial condition of certain firms facing franchise-threatening
problems. For example, when clearing firm Penson faced bankruptcy
earlier this year, FINRA's Risk Oversight & Operational Regulation
staff worked with the SEC and the firm's management to facilitate
an acquisition, saving 1.6 million customers from a SIPC
liquidation.  Staff also worked with Knight Capital in the wake of
the technology glitch in August to facilitate the sale of its
error positions and the infusion of additional capital.

Investor Protection and Transparency Initiatives

-- On July 9, FINRA implemented a new suitability rule requiring a
broker-dealer or their associated persons to have a "reasonable
basis" to believe a recommended transaction is suitable for the
customer, based on information obtained through "reasonable
diligence" to understand a customer's investment profile.  FINRA
recently published a set of frequently asked questions on the
rule.

-- The SEC approved a rule that requires FINRA-regulated firms
that sell an issuer's securities in a private placement to file
with FINRA a copy of any private placement memorandum, term sheet
or other offering document the firm used within 15 days of the
date of the sale.  The rule enhances FINRA's oversight of firms'
sales activities in private placements and became effective in
December 2012.

-- An important investor-protection initiative in 2012 was a
proposal to inform customers of recruitment compensation practices
when they are considering following a registered person to a new
firm.  The rule proposal would require the new firm to disclose
the details of enhanced compensation over $50,000 paid to a
registered person to any former customer of the registered person
who is contacted about moving or moves his account to the new
firm.

-- FINRA increased investors' ability to obtain information on
financial professionals through BrokerCheck by including a zip
code search and a combined search function that provides easy
access to information on investment advisers from the SEC's
Investment Adviser Public Disclosure (IAPD) database.  FINRA also
obtained Board approval in September 2012 to file proposed rule
changes to require firms to include a reference and a link to
BrokerCheck on their websites, to provide for disclosure of
additional information through BrokerCheck, and to establish the
legal and technical framework for the provision of BrokerCheck
data; and implemented changes in October 2012 to effect the
display of links to BrokerCheck in response to Internet search
engine queries on the names of broker-dealers and associated
persons.

-- In November, FINRA Dispute Resolution released data reflecting
the outcomes of cases heard under its all-public panel program, a
program implemented in February 2011 allowing investors the option
of a panel comprised of all public arbitrators versus a panel made
up of one arbitrator with securities industry experience
(nonpublic arbitrator) and two public arbitrators.  The all-public
panel option represents an investor-friendly change to the
program, designed to ensure a fair playing field for all parties.
To date, the data indicate that in cases decided by three public
arbitrators, customers were awarded damages 51 percent of the
time, whereas in cases decided by a panel including one nonpublic
arbitrator and two public arbitrators, investors were awarded
damages 32 percent of the time.

-- FINRA and the FINRA Investor Education Foundation engaged in a
comprehensive outreach strategy to investors that included
distributing more than 630,000 educational brochures and other
resources to investors.  The FINRA Foundation delivered its
Outsmarting Investment Fraud curriculum to more than 9,000
investors at more than 170 live events nationwide.  Over one
million copies of FINRA's Job Dislocation: Making Smart Financial
Choices after a Job Loss have been distributed since the end of
2008.

The Foundation also delivered tools and resources to thousands of
military families through the Foundation's military financial
readiness project, including distribution of free FICO(R) Scores
to more than 46,000 service members and spouses, and reached more
than 3,700 service members at 33 educational forums across the
globe.

During 2012, the FINRA Foundation approved 25 new grants totaling
$2.68 million and managed 111 existing grant-funded projects to
research, improve, expand, innovate, sustain, and evaluate
financial and investor education and protection services across
the United States.  Many of these projects comprised two
grassroots initiatives administered in partnership with the
American Library Association and United Way Worldwide to bring
reliable, unbiased financial education to underserved communities.

Market-Integrity Initiatives

-- In 2012, FINRA implemented comprehensive cross-market
surveillance patterns for the markets it regulates (the NYSE and
NASDAQ families of markets and the OTC market for listed
equities).  These patterns address more than 50 threat scenarios
and canvas approximately 80 percent of the listed equities market.
FINRA will continue to pursue potential cross-market abuses and
refine its surveillance patterns based on new threat scenarios and
regulatory intelligence.  FINRA also introduced a suite of
surveillance patterns to further enhance oversight of trading in
non-exchange-listed OTC equities, which will allow FINRA to better
review for potential manipulative trading activity, such as
frontrunning and marking the close.  In addition, as TRACE has
provided increased transparency to the debt markets, FINRA has
enhanced its ability to review for potential abuses common in
transparent markets, such as wash sales, marking the close and
trading ahead.  In 2012, FINRA Market Regulation's Trading and
Market Making Examination (TMMS) program continued to implement a
more risk-based approach to planning and conducting examinations.
Thematric and cause examinations focused on trading issues
associated with alternative trading systems, information barriers,
the SEC's market access rule and amendments to FINRA's order
protection rule.

-- FINRA is working with the national exchanges to develop a
National Market System (NMS) plan to implement a consolidated
audit trail (CAT).  CAT will give regulators a database of
customer-level trading details, which will significantly increase
regulators' ability to conduct surveillance across multiple
markets and identify problematic trading activity.  The
development of CAT will also improve regulators' ability to
perform market reconstruction and analysis.

-- FINRA continued to bring transparency to the fixed income
markets.  On Nov. 12, 2012, FINRA began disseminating price and
other transaction-level information on Agency Pass-Through
Mortgage-Backed Securities traded to be announced (TBA
transactions), which represent more than 80 percent of asset-
backed security (ABS) transaction volume.

-- FINRA also filed a rule proposal to further expand price
transparency in the ABS market by requiring the dissemination of
mortgage-backed securities (MBS) traded in Specified Pool
Transactions and Small Business Administration (SBA)-backed ABS.
The proposal has been approved by the SEC, and dissemination will
begin on July 22, 2013.

Crowdfunding

FINRA is committed to ensuring that the capital-raising objectives
of the JOBS Act are advanced in a manner consistent with investor
protection.  To that end, FINRA has solicited comments on the
specific rules that it should adopt for registered funding portals
that become FINRA members.  FINRA has also asked for comment on
the application of existing rules to broker-dealers engaging in
crowdfunding activities.  In the near future, FINRA will issue an
Interim Form for Funding Portals.  This voluntary form seeks
essential information from prospective funding portals intending
to apply for membership with FINRA.  Prospective funding portals
would file the interim form with FINRA voluntarily until final SEC
and FINRA rules governing funding portals are in place.

FINRA, the Financial Industry Regulatory Authority --
http://www.finra.org-- is the largest non-governmental regulator
for all securities firms doing business in the United States.
FINRA is dedicated to investor protection and market integrity
through effective and efficient regulation and complementary
compliance and technology-based services.  FINRA touches virtually
every aspect of the securities business -- from registering and
educating all industry participants to examining securities firms,
writing and enforcing rules and the federal securities laws,
informing and educating the investing public, providing trade
reporting and other industry utilities, and administering the
largest dispute resolution forum for investors and registered
firms.


* Corporate High Yield Not Yet at "Bubble" Levels
-------------------------------------------------
Sentiment in the media and in many corners of the marketplace that
holds that high-yield corporate debt is in "bubble" territory may
be missing some key factors currently shaping the bond landscape,
according to Fran Rodilosso, fixed income portfolio manager at
Market Vectors ETFs.

"I think there is a difference so far between what we are seeing
at the beginning of 2013 and the type of credit bubbles we have
seen historically," said Mr. Rodilosso.  "A bubble is built on
excessive leverage, and modern bubbles have been fueled by
leveraged buyouts, real estate speculation, and structured
products with a high degree of embedded leverage."

"No doubt some of these phenomena are creeping back into the
market, and leverage at the company level, to generalize, did
start rising during the latter part of 2012," he added.  "But
whereas during a more 'classic' bubble a vast majority of debt
issuance has historically funded takeovers, dividends, and massive
capital spending, 2012's record issuance was still, for the most
part, done for the purpose of refinancing.  That refinancing was
done at lower interest rates, reducing the cost of debt for many
borrowers, while also reducing the amount to be paid back over the
next two years."

He continued, "Yields have been pushed down by a highly aggressive
central bank policy, with the result that yield-oriented investors
have been pushed into owning lower-rated credits.  As a result,
the yields on riskier debt are as low as they have ever been.  But
the credit spreads, the difference between the yield on a high
yield bond and a Treasury security, are actually closer to their
historic average."

According to Mr. Rodilosso, that fact implies that there still
remains some cushion in high yield bonds against a moderate rise
in interest rates, a cushion he notes we are already seeing in
action thus far in 2013.  "I think the point is that bonds are not
'cheap' in the sense that there is considerably less upside than
there was a year ago, and credit markets are vulnerable to a
significantly higher move in US interest rates.  But, putting
aside the actions of the federal government, the private sector
does not yet appear to me to be at the excessive level of leverage
that would lead to imminent liquidity issues and a spike in
default rates, at least not yet."

Mr. Rodilosso has 20 years of experience trading and managing risk
in fixed income investment strategies, including 17 years covering
emerging markets.  Among the Market Vectors ETFs under his watch
are Fallen Angel High Yield Bond ETF (nyse arca:ANGL), LatAm
Aggregate Bond ETF (nyse arca:BONO), Emerging Markets Local
Currency Bond ETF (nyse arca:EMLC), Emerging Markets High Yield
Bond ETF (nyse arca:HYEM), International High Yield Bond ETF (nyse
arca:IHY), Renminbi Bond ETF (nyse arca:CHLC) and Investment Grade
Floating Rate ETF (nyse arca:FLTR).  As of November 30, 2012, the
total assets for these ETFs amounted to approximately $1.4
billion.


* Retail Trade to Experience Greatest Volatility, Survey Shows
--------------------------------------------------------------
From the fourth quarter Phoenix Management "Lending Climate in
America" Survey, results show that retail trade and finance &
insurance industries supplanted construction for the first time in
two years as those industries most likely to experience
volatility.

When asked to identify three industries that will experience the
most volatility in the next six months, 48% of lenders agree that
retail trade will experience the greatest volatility.  This is a
nine percentage point increase over last quarter (thirty-nine
percent).  Finance and insurance followed close behind with 38% of
those polled (a jump of twelve points from last quarter).
Somewhat surprising, construction landed in third place this
quarter with 28% of lender responses. Last quarter construction
had a majority response of 61%.

"This is an interesting shift from lenders," says Michael Jacoby,
Phoenix Senior Managing Director and Shareholder.  "The results
surprised me a bit. I know that home prices have seen a recent
uptick, but it is unusual to see the construction industry drop to
third place."

The survey also found lenders this quarter believe an uptick of
bankruptcies and loan losses are on the horizon.  These two
categories increased by eight percentage points and two percentage
points respectively.  There was also a five percentage point
increase in those lenders who feel unemployment will increase as
well.

To see the full results of Phoenix's "Lending Climate in America"
Survey, please visit http://www.phoenixmanagement.com/survey/

                          About Phoenix

For over 25 years, Phoenix -- http://www.phoenixmanagement.com/--
has provided smarter, operationally focused solutions for middle
market companies in transition.  Phoenix Management Services(R)
provides turnaround, crisis and interim management, specialized
advisory and operational due diligence services for both
distressed and growth oriented companies.  Phoenix Capital
Resources(TM) provides seamless investment banking solutions
including M&A advisory, complex restructurings and capital
placements.  Phoenix Capital Resources is a U.S. registered
broker-dealer and member of FINRA and SIPC. Proven. Results.(R)


* U.S. Faces "Muddle-Through" Economy, Nuveen's Bob Doll Says
-------------------------------------------------------------
Nuveen Asset Management, the $117 billion multi-asset affiliate of
Nuveen Investments, on Jan. 8 disclosed that Chief Equity
Strategist and Senior Portfolio Manager, Robert C. Doll has
released his Ten Predictions 2013.  As part of Nuveen Asset
Management's ongoing efforts to provide investors calm, reasoned
analysis to help them and their financial advisors make informed,
long-term investment decisions, Mr. Doll's Predictions are
intended to take a deep and thorough look at the trends and issues
that will help shape the year to come.

A Look Back at 2012

Commenting on the broad themes shaping the market in 2012, Mr.
Doll said, "The tug-of-war between debt deflation and policy
reflation, and the political and economic fog in the US, Eurozone,
and China, has kept consumer, business, and investor confidence
fairly depressed throughout the year as most market participants
hesitated to accept economic risk exposure and instead stayed
defensively positioned."  Despite this persistent backdrop,
financial market returns were better than most people forecasted
as most equity benchmarks returned a double digit percentage.
This result was echoed in many credit-oriented fixed income
benchmarks. The stubbornly slow labor market recovery prompted the
Fed to act pre-emptively and initiate further quantitative easing.
"In some respects, the US economy received a double dose of easing
in the form of lower interest rates and lower inflation.  This
combined to give the first noticeable improvement in many housing-
related measures.  In an ironic way, that which almost 'did us in'
during 2008/9 -- residential real estate -- began to witness
nascent signs of recovery," he said.

Key Themes for the Year Ahead

Cautiously optimistic, Mr. Doll is hopeful on the outlook for the
global economy and risk assets in the year ahead.  Equity markets
may be choppy in the near-term as the US fiscal cliff is dealt
with.  We expect political compromise to reduce its drag to a
moderate amount in 2013.  Further progress toward calming the
financial crisis in the Eurozone, even though the region remains
mired in recession is also expected.

"In the broadest terms, 2013 will see the United States experience
a more 'muddle-through economy' and a 'grind- higher' equity
market.  Our somewhat constructive outlook is not driven by
expectations for a strong acceleration in global growth, but
rather a modest improvement leading to increased business spending
which will make the recovery broader and more sustainable than has
been the case since the Great Recession ended."

Global Forces Make an Impact

Outside of the United States, events in Europe, China and other
emerging nations will play a more prominent role in the broader
health of global markets.  "For most countries in Europe
(especially in the north), we will see fewer recessionary reports
in the second half of the year, with glimpses of a lackluster
recovery in 2014.  The financial stresses will likely rear their
ugly heads from time to time during the course of 2013, but
hopefully remain contained," noted Mr. Doll.

According to Mr. Doll, the aggressive monetary policy in emerging
nations that halted the slowdown in growth should give way to
better relative economic and earnings growth in 2013.  "As long as
a cyclical problem doesn't get in the way, we believe the secular
story accompanying the growing population and rising middle class
should prevail, causing emerging markets to outperform," he said.

If the above events in Europe and the emerging nations prove
correct, Mr. Doll sees US multi-nationals outperforming
domestically-focused companies in 2013.  "If we are correct that
relative economic momentum will be best outside the US in 2013, it
is likely that companies with earnings exposure outside the US
will benefit.  We have seen the outperformance of domestically
focused equities over the last couple of years and as a result,
many multinational companies have become attractive on a relative
value basis as well," Mr. Doll stated.

Domestic Outlook

Commenting on Washington's efforts to pass a meaningful budget
deal, Mr. Doll said, "In our view, the pressure from the
electorate, bond rating agencies, and foreign holders of US debt
will cause lawmakers to craft a compromise yielding some
meaningful results." He added, "Any deal is likely to have its
share of flaws, but reducing the rate of increase in federal
government outlays particularly with respect to entitlements is a
pre-requisite for any chance of fiscal prudence in the United
States.

Year-over-year dividend growth has been in the double-digit
percentage territory since mid-2011 and in 2013 Mr. Doll sees that
pattern continuing.  Uncertainty and cautiousness in corporate
boardrooms regarding reinvestment in the business, high cash
balances, strong free cash flow profiles and low payout ratios
contribute to this pattern.  "While expectations of higher taxes
on dividends have increased the number of one-time dividends, we
expect higher taxes on dividends to have little effect on
continued increases in payouts. In many cases, cash and cash flow
are so strong that increased hiring and reinvestment by
corporations could happen along with increased dividend payouts."
Mr. Doll said.

Mr. Doll also sees a US manufacturing renaissance built upon the
nation's vast supply of cheap natural gas.  Narrowing of wage
differentials between the US and emerging markets on the back of a
dollar decline in recent years and significant wage increases
elsewhere have made the US somewhat more attractive.  Mr. Doll
noted, "We believe we will witness an increase in manufacturing
jobs and GDP as a percentage of total jobs and GDP, admittedly
from a low base.  Realization of this prediction in 2013 and
beyond should have a positive impact on trade, capital
expenditures, jobs, and inflation."

Addressing Risks

Commenting on what he sees as primary risks to the markets in
2013, Mr. Doll noted, "Political risks in 2013 loom large and the
most immediate risk is the political process in Washington, DC
surrounding the fiscal cliff." Lurking not far from the surface
remain the still unresolved imbalances in the European Union.  Mr.
Doll said, "It is also not clear that economic recoveries in
emerging economies will be very vigorous, and the political and
social unrest in the Middle East will continue to be an issue to
monitor closely.  Further, debt deleveraging threats are not
totally in the rear view mirror, nor are the inflation
possibilities associated with exploded central bank balance
sheets."

With these themes in mind, Mr. Doll presents his Ten Predictions
for 2013.

Ten Predictions 2013

-- The U.S. economy continues to muddle through with nominal
growth below 5% for the seventh year in a row

-- Europe begins to exit recession by the end of year as the ECB
eases and financial stresses lessen

-- The U.S. yield curve steepens as financial risks recede and
deflationary threats lessen

-- U.S. stocks record a new all-time high as stocks advance for
the fifth year in a row

-- Emerging market equities outperform developed market equities

-- After two years of underperformance, U.S. multinationals
outperform domestically focused companies

-- Large-cap stocks outperform small-cap stocks and cyclical
companies outperform defensive companies

-- Dividends increase at a double-digit rate as payout ratios rise

-- A nascent U.S. manufacturing renaissance continues, powered by
cheap natural gas

-- The U.S. government passes a $2-3 trillion ten-year budget deal

Grading 2012's Predictions

1. The European debt crisis begins to ease, even as Europe
experiences a recession.

Correct

2. The U.S. economy continues to muddle through yet again.

Correct

3. Despite slowing growth, China and India contribute more than
half of the world's economic growth.

Correct

4. U.S. earnings grow moderately, but fail to exceed estimates for
the first time since the Great Recession.

Correct

5. Treasury rates rise and quality spreads fall.

Half-Correct

6. US equities experience a double-digit percentage return as
multiples rise modestly for the first time since the Great
Recession.

Correct

7. US stocks outperform non-US markets for the third year in a
row.

Incorrect

8. Company dividends and share buybacks hit a record high.

Half-Correct

9. Healthcare and energy outperform utilities and financials.

Incorrect

10. Republicans capture the Senate, retain the House and defeat
President Obama.

Incorrect

Total Score: 6.0 out of 10

Real World Considerations for Investors Today

The beginning of the new year offers investors an opportune time
to review investment goals and adjust asset allocation decisions
with their financial advisor.  Based upon his Predictions for
2013, Mr. Doll believes the following themes would be especially
relevant for investors to consider as they review their investment
portfolio for 2013 and beyond.

Consider today's "stealth" cyclical bull market: 2012 witnessed a
double digit equity market advance, and the cyclical bull market
remains intact as equities have had positive returns four years in
a row.  Although risks remain, largely centered on the potential
for political and policy mistakes, we believe that investors
seeking long-term capital appreciation should participate in
equities while remaining highly selective about the investments
they make.

Focus on companies with free cash flow: Using free cash flow,
companies can buy back shares, hire workers, increase capacity,
engage in M&A activity or boost dividends.  In our view, record
high corporate cash levels, combined with record low dividend
payout ratios, mean that high-quality, dividend-paying stocks play
an integral role.  These companies have generally exhibited lower
price swings during market volatility; and sustainable, increasing
dividends can provide income, help hedge against inflation and
offer potential for price appreciation.

Put sustainable growth to work: Historically, those growth
companies that have consistently and strongly outperformed
consensus earnings expectations have enjoyed price appreciation.
We believe that stocks with strong, sustainable growth
characteristics will be rewarded in 2013.

Recognize the need for research-driven credit selection: As
financial risks recede and deflationary threats lessen, long-term
rates may creep higher.  In this environment, we believe investors
will benefit from disciplined, research-driven security selection
across investment grade and high yield corporate bonds, the
financial sector of the investment-grade universe, BBB and lower
rated municipal bonds, the preferred securities sector and
emerging markets corporate bonds.

Consider an allocation to liquid alternatives: For many investors,
risk management has replaced relative return as a top priority.
For these investors, "alternative assets" such as commodities or
real estate securities can introduce new and diversified sources
of risk, return and/or income to a portfolio.

For more detailed information on Bob Doll's Ten Predictions 2013,
including full commentary and a point-by-point examination of his
2012 predictions, visit www.Nuveen.com/ten-predictions


* Schneider & Stone Reduces Mortgage to Unsec. Chapter 13 Claim
---------------------------------------------------------------
The Law Offices of Schneider & Stone, a bankruptcy and business
law firm based in Skokie, has successfully removed a Bank of
America mortgage from their clients' home.  In an incredible turn
of events, the homeowners' Chapter 13 plan will treat the entire
mortgage as unsecured -- no different than a common credit card --
and the clients will own their home free and clear after
successfully completing their case.

The firm's clients refinanced their property with Bank of America
several years ago.  The clients signed a standard mortgage giving
Bank of America a lien on their house.  Bank of America failed to
record the mortgage with the Recorder of Deeds.  The homeowners
fell behind on their mortgage payments and filed Chapter 13
bankruptcy to save their home.  Chapter 13 does not discharge a
mortgage from a debtor's home; it rolls late payments into the
bankruptcy plan and lets the client start making regular payments
until the loan is paid off. In this case, Bank of America's
failure to record the mortgage negated their rights.

The bankruptcy filing caused the bank to review the account, at
which point it determined that the mortgage had never been
recorded.  The bank filed a Motion for Relief from the Automatic
Stay in an effort to record the mortgage.  The Law Offices of
Schneider & Stone objected to the Motion and the court denied
relief.  The court demanded briefs, and on November 28, 2012,
after hearing both parties, the court entered an order deeming the
bank's claim as wholly unsecured.

"An unrecorded mortgage does not create a valid secured claim,
period," said bankruptcy attorney and firm partner Ben Schneider.
"The fact that the bank tried to record its mortgage post-petition
is incredible to me, and based on the facts of this case, the
court absolutely made the right decision."

Since this matter has been resolved, the homeowners' Chapter 13
plan will now be able to move forward with confirmation.  With the
mortgage treated as an unsecured claim, successful completion of
the plan will mean the homeowners will leave the bankruptcy with a
mortgage-free home.  The bankruptcy judge has set a status hearing
on the matter, scheduled for January 18, 2013.
(case number:12-11838)

Ben Schneider is the principal bankruptcy attorney at The Law
Offices of Schneider & Stone. Schneider handles all types of
consumer bankruptcy cases, including Chapter 7, Chapter 13 and
individual Chapter 11 bankruptcies.  Mr. Schneider and his
partner, Motty Stone, also want to give credit to associate Edward
Brener, who did a lot of the research that led to the win.

For more information, contact Ben Schneider by calling (847) 933-
0300 or by filling out a contact form at
http://www.windycitylawgroup.com/contact-us


* Thompson Hine Names Tuggle as Partner for Cleveland Practice
--------------------------------------------------------------
Thompson Hine LLP has elected six lawyers to the firm's
partnership effective January 1, 2013.  The new partners, located
in the firm's Dayton, Cincinnati, Cleveland and New York offices,
represent a broad range of practice areas including Business
Litigation; Business Restructuring, Creditors' Rights &
Bankruptcy; Environmental; Product Liability Litigation; and Real
Estate.

"Each of these lawyers has exceptional legal acumen and has
demonstrated our firm's commitment to client service excellence by
continually bringing value to clients.  We welcome them to our
partnership," said Deborah Z. Read, Thompson Hine's managing
partner.

The new partners are:

Rebecca Brazzano (Business Litigation - New York) has extensive
experience litigating complex commercial, employment and IP
matters across a variety of industries including financial
services, health care, manufacturing, telecommunications,
hospitality, medical devices, Internet technology and media.  She
has tried cases before courts and arbitral panels around the
country and has assisted clients to resolve business disputes
short of trial in efficient and creative arrangements where it has
been consistent with our clients' goals.  Ms. Brazzano received
her J.D. from Brooklyn Law School in 1995 and her B.A., with
distinction, from Queens College, City University of New York in
1992.

Susan C. Cornett (Real Estate - Dayton) focuses on real estate
matters, particularly mortgage and mezzanine financing, commercial
real estate purchases and sales, commercial leasing, and solar
energy facility leasing and purchases.  Ms. Cornett represents
both borrowers and lenders in mortgage financing transactions.
She was selected by Ohio Super Lawyers(R) magazine as an Ohio
Super Lawyers Rising Star in 2012.  Ms. Cornett earned her J.D.
and M.B.A. in 2004 and her B.S. in 2001, all from the University
of Cincinnati.

Heather M. Hawkins (Business Litigation - Cincinnati) focuses her
practice on construction, general commercial and intellectual
property litigation in federal and state courts across the
country. She has extensive first- and second-chair experience in
multimillion-dollar jury trials and arbitrations.  She was
selected by Ohio Super Lawyers magazine as an Ohio Super Lawyers
Rising Star for Construction Litigation in 2011 and 2012 and named
a YWCA Rising Star in 2007.  Ms. Hawkins received her J.D., cum
laude, from The University of Louisville Brandeis School of Law in
2004 and her B.A., summa cum laude, from the University of
Louisville in 2001.

Emily S. Huggins Jones (Environmental - Cleveland) focuses her
practice on environmental counseling and litigation, environmental
compliance and regulatory analysis, planning for business
transactions, toxic tort and product liability litigation, and
maritime litigation and counseling.  She was selected by Ohio
Super Lawyers magazine as an Ohio Super Lawyers Rising Star in
2012 and was one of only 10 lawyers named as "Who to Watch in Law"
for 2012 by Crain's Cleveland Business.  In addition, she was
honored with the YWCA Women of Professional Excellence Award in
2011.  Ms. Jones received her J.D. from the University of Notre
Dame Law School in 2004 and her B.A., with distinction, from the
University of Virginia in 2000.

Jared E. Oakes (Real Estate - Cleveland) represents a broad range
of public and private investors, developers and owners of
commercial real estate, with a particular focus on retail/shopping
center assets.  He advises on the acquisition and sale of
commercial properties, repositioning troubled assets, entity
planning, leasing, development, asset management, commercial
lending and debt restructuring.  Mr. Oakes also devotes a
significant portion of his practice to providing strategic
counseling on corporate real estate matters and complex real
estate litigation.  He has been recognized as a leading real
estate lawyer in Ohio by Chambers USA: America's Leading Lawyers
for Business each year since 2010, and was selected by Ohio Super
Lawyers magazine as an Ohio Super Lawyers Rising Star in 2012.  He
also has been recognized nationally by The Legal 500.  Mr. Oakes
received his J.D. from Case Western Reserve University School of
Law in 2005, his M.B.A. from Case Western Reserve University
Weatherhead School of Management in 2005 and his B.A. from
Mercyhurst University in 2000.

Curtis L. Tuggle (Business Restructuring, Creditors' Rights &
Bankruptcy - Cleveland) focuses his practice on commercial and
creditors' rights, bankruptcy (primarily Chapter 11
reorganizations), workouts, preference action litigation,
commercial litigation, Uniform Commercial Code controversies and
other commercial law cases including secured transactions.  He has
significant experience representing indenture trustees and secured
lenders in major bankruptcy and cross-border insolvency
proceedings and workouts.  Mr. Tuggle was selected for inclusion
in The Best Lawyers in America(R) 2013.  He also was selected for
inclusion in 2012 Ohio Super Lawyers and recognized in Chambers
USA: America's Leading Lawyers for Business for
Bankruptcy/Restructuring (Ohio) in 2011 and 2012.  Mr. Tuggle
received his J.D. from The Ohio State University Michael E. Moritz
College of Law in 2004 and his B.S., with distinction, summa cum
laude, from The Ohio State University in 2001.

                      About Thompson Hine LLP

Established in 1911, Thompson Hine -- http://www.ThompsonHine.com
-- is a business law firm with offices in Atlanta, Cincinnati,
Cleveland, Columbus, Dayton, New York and Washington, D.C.,


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:  1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Nov. 25, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:  240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:  1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, 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
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***