TCR_Public/130110.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, January 10, 2013, Vol. 17, No. 9

                            Headlines

1220 SOUTH: Court Approves Kaufman Rossin as Accountants
333-345 GREEN: Files for Chapter 11 in Brooklyn
333-345 GREEN: Case Summary & Unsecured Creditor
ADVANCED MICRO: S&P Lowers CCR, Sr. Unsecured Ratings to 'B'
AHERN RENTALS: Noteholders Argue for Right to File Their Own Plan

AJW OFFSHORE: Liquidating Cayman Islands Funds File Chapter 15
AMERICAN AIRLINES: Bondholders Review Info, Weigh on Merger
AMERICAN AIRLINES: US Airways Pilots' Union Backs Merger
AMERICAN AIRLINES: AEA Withdraws Bid to End Dispatchers' Contract
AMERICAN AIRLINES: Assumes Contract With NY Port Authority

AMERICAN AIRLINES: Assumes Contract With Airbus, IAE
AMERICAN AIRLINES: Reports December 2012 Revenue & Traffic Results
AMERICAN INT'L GROUP: Lawmakers Warns Against Not Joining Lawsuit
AMERIFORGE GROUP: Moody's Corrects January 7 Rating Release
AMPAL-AMERICAN: Creditors Given Right to File Competing Plan

ATWATER PUBLIC: S&P Removes 'BB+' Rating from CreditWatch
BANK OF THE COMMONWEALTH: Execs Charged for Understating Losses
BENJAMIN S. SISON: Wins Dismissal of Lender's Lawsuit
BIG M INC: Meeting to Form Creditors' Panel on Jan. 16
BTA BANK: Kazakhstan Bank's Reorganization Enforced in U.S.

CHINA VILLAGE: Can Sell Commercial Property to APIC Coin
CIT GROUP: Moody's Hikes Corp. Family Rating to 'Ba3';
COCOPAH NURSERIES: Hires Hochman Salkin as Special Tax Counsel
COLLEGE BOOK: Court Approves Howell & Fisher as Counsel
COLLEGE BOOK: William Norton Approved as Special Counsel

COLLEGE BOOK: Court Approves Fowler as Accounting Consultant
COLONIAL BANCORP: Auditor Wants FDIC's $1B Malpractice Suit Axed
COLONIAL PROPERTIES: Fitch Withdraws 'BB+' Issuer Default Rating
CONQUEST SANTA: U.S. Trustee Unable to Form Creditor's Committee
DAYSTAR TECHNOLOGIES: Gets Nasdaq Listing Non-Compliance Notice

DENNIS ATIYEH: E.D. Pa. District Court Affirms Case Dismissal
DIGITAL GENERATION: Receives NASDAQ Notice of Potential Delisting
DREIER LLP: Trustee Nets Clawback Deal Over Penthouse Payments
DUNLAP OIL: U.S. Trustee Names Three-Member Creditor's Committee
EASTMAN KODAK: Suit Claiming Kodak Hid Bankruptcy Plans Reopened

EASTMAN KODAK: Nokia, Nintendo Object to Patent Sale Order
EURAMAX INTERNATIONAL: Moody's Corrects Dec. 11 Rating Release
FANNIE MAE: Sued with Freddie Mac in Maryland for Unpaid Taxes
FIRST DATA: Fitch Affirms B Issuer Default Rating; Outlook Stable
FIRSTFED FINANCIAL: Consummates Chapter 11 Stock Plan

FLORIDA INSTITUTE FOR NEUROLOGIC: Uses Ch. 11 to Avoid Receiver
GORDIAN MEDICAL: Has Exclusive Control of Case Until March
GOSPEL RESCUE: DC Judge Clarifies Applicability of Rule 9006(f)
HAMPTON CAPITAL: Gulistan Carpet Falls Into Chapter 11
HAWKER BEECHCRAFT: Seeks Approval of Deal with Pilatus Aircraft

HOWREY LLP: Citi under Double-Barreled Attack Over Loan Programs
HOWREY LLP: Creditor Defends Bid to Bring Alter Ego Claims
HYDROFLAME TECH: Files List of 20 Largest Unsecured Creditors
INTERFACE SECURITY: Moody's Assigns '(P)B3' CFR; Outlook Stable
INTERFACE SECURITY: S&P Assigns Prelim. 'B-' Corp. Credit Rating

K-V PHARMACEUTICAL: Files Chap. 11 Plan
KEOWEE FALLS: Plan Outline Approved; Feb. 26 Confirmation Hearing
LAWRENCE DARWIN MCKAY: Court Converts Case to Chapter 7
LBI MEDIA: Moody's Cuts Rating on Sr. Secured Notes to 'Caa1'
LEHMAN BROTHERS: Stresses Tax Exemptions Amid $6.5B Archstone Sale

LIGHTSQUARED INC: LP Lenders Balk at Conflict of Interest
LIGHTSQUARED INC: Lenders Targeting Falcone, Not Company Officers
LODGENET INTERACTIVE: Moody's Cuts PDR to 'D' After Default
LYMAN HOLDING: Files Supplemental Schedules of Assets and Debts
LYMAN HOLDING: Court Approves Cairncross as Real Estate Counsel

MDC HOLDINGS: S&P Assigns 'BB+' Rating to Two Note Classes
MF GLOBAL: Former Customers Lose Bid to Depose Corzine, Others
MODERN PRECAST: U.S. Trustee Names Five-Member Creditor's Panel
NCL CORP: Moody's Reviews 'B2' CFR/PDR for Possible Upgrade
NEW PEOPLES: Richard Preservati Discloses 16% Equity Stake

NEW ENGLAND COMPOUNDING: DOJ Wants Chapter 11 Trustee
NEWLEAD HOLDINGS: Receives Investment of $236.4 Million
NORTEL NETWORKS: Delays Hearing to Approve Executive Bonuses
NORTHAMPTON GENERATING: Plan Outline Hearing Set for Jan. 15
OCALA FUNDING: Sovereign Strikes $9M Deal in Fund Transfer Suit

OXBOW MACHINE: First Amended Plan Outline Fails to Pass Muster
PEMCO WORLD: WAS Sees Confirmation in Near Future
PENNFIELD CORP: Aims to Keep Chapter 11 Control Pending Sale
PINNACLE AIRLINES: Seeks OK for Various Agreements with Delta
PRESSURE BIOSCIENCES: Has Exchange Agreement with Clayton Struve

QBEX ELECTRONICS: U.S. Trustee Names Three-Member Creditor's Panel
QR PROPERTIES: Court Rejects Country Club Members' Claims
RADIAN GUARANTY: Releases Dec. Mortgage Insurance Delinquency Data
RAHA LAKES: Files Schedules of Assets and Liabilities
REID PARK: Plan Docs. Again Amended After Confirmation Denied

REID PARK: Says Lender Plan Outline Devoid of Key Information
RESIDENTIAL CAPITAL: To Make Annual Incentive Plan Payments
RESIDENTIAL CAPITAL: Committee May Sue Wells Fargo, U.S. Bank
RESIDENTIAL CAPITAL: RFC, et al., Amend SOFA for 90-Day Transfers
RESIDENTIAL CAPITAL: Burnett Files Suit vs. GMAC Mortgage

RG STEEL: Still Studies Strategies to Exit Chapter 11
RG STEEL: Sale of Mineral Rights to Mineral Acquisition Closes
RG STEEL: Wants to Pay Prepetition Claims of Trial Experts
RG STEEL: Harvey Goodman Approved as Broker for Colorado Assets
RG STEEL: Goes After $100M in Flurry of Clawback Suits

RITZ CAMERA: Reduced Work Load for Weinsweig Amid Wind-Down
RITZ CAMERA: Jan. 15 Hearing on Case Conversion
RIVIERA DRILLING: Court Confirms Plan Proposed by Gunnison Energy
ROCK ENERGY: Has Forbearance with Maximilian Until March 1
RUBY TUESDAY: Has $15.1 Million Net Loss in 2nd Qtr. Ended Dec. 4

S.G.F. PROPERTIES: Updated Case Summary & Creditors' Lists
SATCON TECHNOLOGY: Judge Nixes $1.6M Bonus Plan
SAVE MOST: Files Schedules of Assets and Liabilities
SAVE MOST: Wants to Hire Michael G. Spector as Counsel
SEARCHMEDIA HOLDINGS: Had $5.9MM Profit for 1st 9 Mos. of 2012

SELECT TREE: Evans Bank Has Green Light to Foreclose
SELECT TREE: Sells New Jersey Trees to Down to Earth for $60K
SENTINEL MANAGEMENT: Trust Wins in Test Case for Clawback Lawsuits
SHELL'S DISPOSAL: Dist. Court Affirms Plan Feasibility Ruling
SHILOH INDUSTRIES: Debt Amendment No Impact on Moody's B1 Rating

SPEEDWAY MOTORSPORTS: Moody's Affirms 'Ba1' CFR; Outlook Stable
SPEEDWAY MOTORSPORTS: S&P Expects to Cut Sr. Notes Rating to 'BB-'
STALLION OILFIELD: S&P Withdraws 'B' Rating on $500MM Secured Loan
STINSON PETROLEUM: $3.5MM Transfer to Community Bank Not Avoidable
STOCKTON, CA: City Officers Protected From Lawsuit

SUNCOKE ENERGY: Moody's Assigns 'Ba3' CFR/PDR; Outlook Stable
SUNCOKE ENERGY: S&P Assigns 'BB-' CCR, Stable Outlook
TEMPEL STEEL: S&P Cuts Corporate Credit Rating to 'B-'
THQ INC: Judge Approves Jan. 22 Auction for Assets
TORM A/S: Board Reports on Restructuring, Debt Moratorium

TRIZETTO GROUP: S&P Alters Outlook on 'B' CCR to Negative
USA BABY: District Court Dismisses Former President's Lawsuit
VITRO SAB: 5th Cir. Affirms Order Recognizing Mexican Proceeding
VM ODELL'S: Colorado Court Issues Injunction Order
VTE PHILADELPHIA: Files for Ch. 11 to Stop Sheriff's Sale

VTE PHILADELPHIA: Case Summary & 20 Largest Unsecured Creditors
WINDSTREAM CORP: Fitch Rates New $700MM Sr. Unsecured Notes 'BB+'
WINDSTREAM CORP: Moody's Rates $700MM Sr. Unsecured Notes 'Ba3'
WINDSTREAM CORP: S&P Assigns 'BB+' Rating to $300MM Secured Loan
WSG DULLES: Lenders Win Dismissal of Chapter 11 Cases

* Banks, Bondholders Fight Argentina Injunction in U.S. Court
* FINRA Plans to Expand its Focus
* Insurers Losses from Hurricane Sandy to Hit $20BB, Fitch Says

* AlixPartners Promotes 27 Professionals to Senior Positions
* Dykema Opens Minneapolis Office with IP, Corporate Focus
* Hilco Opens Hong Kong Office for Asset Disposition Services

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1220 SOUTH: Court Approves Kaufman Rossin as Accountants
--------------------------------------------------------
1220 South Ocean Boulevard LLC sought and obtained approval from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ Kaufman, Rossin & Co., P.A., as accountants to assist the
Debtor with all tax returns and to provide consulting services.

Blain L. Heckaman, an employee at Kaufman Rossin will perform
accounting services as interim and year end accounting services,
including general consulting services relate to bankruptcy
accounting issues.

The hourly rates of Kaufman Rossin are:

         Principals                          $310 - $450
         Directors/Manager                   $230 - $300
         Supervisors/ Senior                 $165 - $220
         Staff II and I                      $100 - $160

Kaufman Rossin has agreed to waive an unsecured claim of $6,000.

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

                 About 1220 South Ocean Boulevard

1220 South Ocean Boulevard, LLC, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-32609) in its home-town in West Palm
Beach, Florida.  The Debtor disclosed $74 million in total assets
and $41.5 million in liabilities as of Sept. 7, 2012.

According to http://1220southocean.com/,1220 South Ocean is a
French-inspired waterfront estate homes and resort located in Palm
Beach.  Owned by real estate developer Dan Swanson, president of
Addison Development, 1220 South Ocean sits on 2.5 private and
secure acres of land, has 20,000 square feet of living plus an
additional 7,000 square feet of loggias, garages & guest house.
The resort is located four miles to Palm Beach International
Airport.  Mr. Swanson other developments include the Phipps
Estates in Palm Beach and Addison Estates at the Boca Hotel.

Judge Erik P. Kimball oversees the case.  Kenneth S. Rappaport,
Esq., at Rappaport Osbourne & Rappaport, in Boca Raton, Florida,
serves as counsel to the Debtor.


333-345 GREEN: Files for Chapter 11 in Brooklyn
-----------------------------------------------
333-345 Green LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 13-40085) in Brooklyn on Jan. 8, 2013.

The Debtor, engaged in the development and management of real
property, disclosed total assets of $16.0 million and liabilities
of $26.9 million in its schedules.  The property in 333-345 Greene
Avenue, in Brooklyn, is valued at $16 million and secures a
$25.2 million debt.

According to the statement of financial affairs, the Debtor did
not earn income from the property in fiscal years 2011 and 2012.

There's a pending foreclosure action in Supreme Court King County
commenced by Team Green 333 LLC against the Debtor.

Joseph Tyraneur and Martin Daskal each own 50% of the voting
securities of the Debtor.

No first day motions were filed by the Debtor.


333-345 GREEN: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: 333-345 Green LLC
        1274 49th Street, Suite 212
        Brooklyn, NY 11219

Bankruptcy Case No.: 13-40085

Chapter 11 Petition Date: January 8, 2013

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Marc A. Pergament, Esq.
                  WEINBERG GROSS & PERGAMENT, LLP
                  400 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  E-mail: mpergament@wgplaw.com

Scheduled Assets: $16,034,873

Scheduled Liabilities: $26,934,091

The petition was signed by Joseph Tyrnauer, member-manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
1775 East 17th St., LLC               12-44498            06/19/12

The Company's list of its 20 largest unsecured creditors filed
with the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Homo at Greene NY Inc.             --                   $1,700,000
1274 49th Street, Suite 212
Brooklyn, NY 11219


ADVANCED MICRO: S&P Lowers CCR, Sr. Unsecured Ratings to 'B'
------------------------------------------------------------
Standard & Poor's Rating Services said that it lowered its
corporate credit and senior unsecured ratings on Advanced Micro
Devices Inc. (AMD) to 'B' from 'BB-'.  At the same time, S&P
removed the ratings from CreditWatch, where S&P had placed them
with negative implications on Oct. 12, 2012.

"The downgrade reflects our expectation for continued revenue and
earnings declines resulting in leverage exceeding 7x over the
coming year because of weak PC industry demand prospects and
intense competition from industry peers, including Intel," said
Standard & Poor's credit analyst John Moore.

The 'B' corporate credit rating reflects AMD's "vulnerable"
business risk profile, characterized by intense competition from
Intel Corp., as well as prospects for tablet computing to continue
to subdue PC industry growth and AMD's earnings over the coming
year, resulting in leverage expected to exceed 7x and S&P's
assessment of AMD's financial risk profile as "highly leveraged."
The ratings also reflect the company's "adequate" liquidity.
S&P's management and governance assessment is "fair."

"The outlook is stable.  Despite our expectation for AMD's
leverage to climb above 7x over the coming year, we believe the
company has an opportunity to stabilize its operating performance
in 2013 and has liquidity sufficient to bridge this period of weak
performance.  Improvements should come through product
introductions, potential embedded product design wins, and
recently announced restructuring initiatives.  A downgrade could
result from a number of developments, including protracted low
demand, further erosion of market share, or weaker manufacturing
execution in concert with foundry partners.  Any of these
scenarios could weaken the financial profile that supports the
rating.  Specifically, we would consider a lower rating if
liquidity were likely to fall below $700 million or prospects to
reduce leverage below 7x in 2014 diminish.  Considering AMD's
competitive challenges, an upgrade is unlikely at present," S&P
said.


AHERN RENTALS: Noteholders Argue for Right to File Their Own Plan
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of 90% of the second-lien notes issued by
Ahern Rentals Inc. argued in papers filed last week with a U.S.
district judge in Reno, Nevada, that Ahern Rentals failed to
negotiate a reorganization plan in good faith after a year in
Chapter 11 and accordingly had the exclusive right to solicit
acceptances terminated by the bankruptcy court.

The report recounts that U.S. Bankruptcy Judge Bruce T. Beesley in
Reno ended Ahern's so-called exclusivity in December.  Judge
Beesley refused to halt the end of exclusivity pending appeal,
sending Ahern to district court where U.S. District Judge Larry R.
Hicks granted a stay pending appeal and reinstated exclusivity
until the appeal is ended.

According to the report, a noteholder group filed papers on Jan. 4
explaining why Judge Hicks should terminate the stay.  The
bondholders contend Judge Beesley was correct in allowing
creditors to pursue plans of their own because Ahern's own plan is
fatally flawed.  They point out how Las Vegas-based Ahern would
pay first-lien creditors 80% of their claims if they accept the
plan. Otherwise, Ahern would cram down the plan, giving them a new
four-year note at 4.25% interest compared with 16% under the
current loan.  Ahern was offering second-lien noteholders only 50%
in cash, otherwise the company would attempt to cram down a plan
where the debt would remain in full with interest accruing at 2%.
No interest would be paid in cash for five years.

The noteholders, the report discloses, quote Judge Beesley as
saying he was skeptical the plan could be confirmed for violation
of the so-called absolute priority rule, which doesn't allow
shareholders to retain stock when a plan is crammed down on
creditors.

The group includes Nomura Corporate Research & Asset Management
Inc. and Och-Ziff Capital Management Group.

The 9.25% second-lien notes last traded on Jan. 4 for 68 cents on
the dollar, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.

                        About Ahern Rentals

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

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

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

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

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

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

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

The Debtor's Plan lists $379.2 million in debt held by major
lenders plus much smaller amounts held by others.  According to
The Review-Journal's report, Judge Beesley said he does not think
Ahern's plan offers full repayment -- known as present value -- so
the owners cannot hang on to their entire positions under
bankruptcy law.

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


AJW OFFSHORE: Liquidating Cayman Islands Funds File Chapter 15
--------------------------------------------------------------
Liquidators of AJW Offshore, Ltd., and three affiliates filed
Chapter 15 petitions in Central Islip, New York (Bankr. E.D.N.Y.
Case No. 8-70078) on Jan. 7, 2013.

Before succumbing to liquidation, the Offshore Funds were engaged
in private investments in public equities (PIPE). They traded at
the distressed end of the market, predominantly providing funding
to businesses that could not obtain financing from traditional
sources.

By mid-to-late 2007, the PIPE investment strategy began to fail.
Many of the companies that received financing from the Offshore
Funds were struggling, on the verge of bankruptcy, or defunct.
Many defaulted on their loan and conversion obligations.

According to the liquidators, the funds' manager, Corey Ribotsky,
rather than disclose these facts and write down the fair value of
the funds, chose to "restructure" the outstanding debt by issuing
new debenture to the same delinquent and nonperforming companies.
Mr. Ribotsky allegedly rolled the outstanding principal, interest
and default penalties into new debentures which provided even
greater conversion discounts for the issuer's shares.

The U.S. Securities and Exchange Commission instituted an
investigation into the management of the Offshore Funds and
certain U.S.-based funds.  A lawsuit was filed against Mr.
Ribotsky and NIR in September 2011 citing allegations of, among
other things, artificially inflating the financial performance of
the AJW Funds, and impermissibly transferring money from certain
Offshore Funds to other funds to satisfy redemption requests.

Because the funds were unable to pay their debts with interest for
the next 12 months, the Cayman Islands Grand Court in 2011 ordered
the entities' liquidation come under the court's supervision and
appointed PwC Corporate Finance & Recovery (Cayman) Limited's Ian
Stoke and David Walker as joint official liquidators.

The liquidators are currently in the midst of a lengthy and
complex liquidation process.  Assets of the offshore Funds fall
into four categories:

   1. $427,000 in cash in bank and brokerage accounts in the U.S.
and Cayman Islands.

  2. callable secured convertible notes and warrants issued
largely by U.S. entities for which U.C.C. filings are required to
perfect securities interest over the assets;

  3. causes of action against various issuers;

  4. potential claims against Mr. Ribotky, NIR Group LLC, Offshore
Funds professionals, almost all of whom are located in the U.S.

The liquidators are asking the U.S. Bankruptcy Court to recognize
the Cayman Islands Proceedings as foreign main proceedings to
garner and administer the Offshore Funds' assets that may be
located and held in the U.S.

The liquidators note that, considering that the allegations in the
SEC complaint predate 2007, the fear that the causes of action
have imminent expiry date.  Accordingly, they request an order
that explicitly acknowledges that the statutory tolling and
extension provided for in Sec. 108 of the Bankruptcy Code apply
for the Offshore Funds.

The liquidators note that the Cayman Islands Proceedings provide
for a centralized process to assert and resolve claims against the
Offshore Funds' estates, and to make distributions to the Offshore
Funds' creditors.


AMERICAN AIRLINES: Bondholders Review Info, Weigh on Merger
-----------------------------------------------------------
The Wall Street Journal's Mike Spector reports that American
Airlines bondholders this week signed confidentiality agreements
so they can examine nonpublic information and weigh whether the
airline should merge with rival US Airways Group Inc. or emerge
from bankruptcy proceedings as an independent company, said people
close to the talks.

According to WSJ, the bondholders hold more than $2 billion in
debt issued or backed by American and its parent, AMR Corp.,
making them an influential subset of creditors, who also include
labor unions and suppliers.  The bondholders own nearly enough of
the airline's obligations to block any path out of bankruptcy
protection that they dislike, according to the people and court
documents.  The upshot is American needs the bondholders to agree
on the terms of whichever path it chooses.

According to the report, the bondholders now in discussions with
American and US Airways include J.P. Morgan Securities, Litespeed
Management LLC and Pentwater Capital LP.  Nuveen Investments,
OppenheimerFunds and Blackrock Inc., are among those holding the
airline's municipal bonds, people familiar with the investments
told WSJ.

Sources also told WSJ the bondholders on Tuesday met with American
executives and advisers at the New York offices of the airline's
bankruptcy lawyers at Weil, Gotshal & Manges to hear the company's
views on a merger versus a stand-alone restructuring plan.  They
plan to meet with US Airways executives and advisers on Thursday,
the people said.

The sources told WSJ the bondholders include hedge funds that have
formed an ad hoc committee and other investment firms that own
American-backed bonds issued by municipalities for things such as
airport facilities.  The bondholders and their advisers coalesced
in recent weeks to better influence the outcome of the Fort Worth,
Texas-based airline's bankruptcy exit.

The sources said the bondholders expect to take much of January to
study American's choices.

The report also notes American's board met Wednesday to discuss
bankruptcy-exit options and hear updates on the airline's
reorganization, according to people familiar with the matter.  No
significant decisions were expected to come out of the meeting.

The sources told WSJ the bondholders haven't decided who should
run American after it emerges from bankruptcy protection,
according to people familiar with their thinking. They haven't
endorsed Mr. Horton as the person to lead a merged or independent
airline. The ad hoc bondholders in November sent a letter to
American pilots saying they would only support American emerging
from bankruptcy as an independent airline only if the company
installed a new board of directors that selected a management team
that would "maximize shareholder value."

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: US Airways Pilots' Union Backs Merger
--------------------------------------------------------
The board of the union representing US Airways pilots unanimously
backed a key labor proposal made by American Airline pilots,
according to a January 4 report by Fox Business.

The US Airline Pilots Association, which represents 5,200 US
Airways pilots, said its board voted to recommend that its
members support the measure, which governs how the two unions
would be integrated if the airlines were to merge, Fox Business
reported.

AMR Corp. CEO Tom Horton said the company expects to reach a
decision within weeks on whether to merge with US Airways Group
Inc. or remain independent, according to a January 4 report by
Bloomberg News.

In a memo to employees, Mr. Horton said the company's board and
the committee of unsecured creditors asked unions at American
Airlines Inc. and US Airways to help evaluate the potential
benefits, costs and risks of the proposed merger.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: AEA Withdraws Bid to End Dispatchers' Contract
-----------------------------------------------------------------
American Eagle Airlines Inc. withdrew its request to cancel its
labor agreement with dispatchers.

The move came after American Eagle won court approval for a new
labor deal with dispatchers that could help the airline reduce
its labor costs.

No change to current pay scales was proposed for the dispatchers
but the new deal provides for a 1.5% pay increase in 2015 and in
2016, according to court papers.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Assumes Contract With NY Port Authority
----------------------------------------------------------
AMR Corp. filed a motion seeking court approval to take over a
lease on three gates at the Newark Liberty International Airport
used by its regional carrier.

The company's regional carrier American Airlines Inc. currently
operates from six gates at the Newark airport.  Earlier, AMR
reached an agreement with the Port Authority of New York and New
Jersey to amend the terms of the lease that will allow the
company to surrender three gates that are no longer needed for
its operations.

The amended lease, if approved, will save the company $25.4
million over the term of the lease, according to the court
filing.

As part of its assumption of the lease, the company also seeks
approval for a slot lease agreement between American Airlines and
Virgin America Inc.  Under the deal, the airline will lease 15
airport slots to Virgin America.

Two other companies, United Air Lines Inc. and Porter Airlines
Inc., currently lease 14 of the 15 airport slots.  AMR, however,
said it has decided to cancel its existing lease contracts with
both companies.  The cancellation is subject to court approval.

Judge Sean Lane of the U.S. Bankruptcy Court in Manhattan will
hold a hearing on January 23.  Objections are due by January 16.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Assumes Contract With Airbus, IAE
----------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court in Manhattan to approve
the assumption of a pre-bankruptcy agreement between its regional
carrier and Airbus S.A.S.

The agreement dated July 20, 2011, allowed American Airlines Inc.
to purchase 260 A320 family aircraft, and obtain options to buy
an additional 365 planes from Airbus.

As part of the assumption of the Airbus contract, the company
also sought approval to take over an agreement with IAE
International Aero Engines AG, a Connecticut-based engine
supplier.

IAE International supplies engines for the A321 aircraft that the
airline may elect to purchase from the A320 family aircraft under
the 2011 deal.

Earlier, AMR agreed to revise its contracts with the aircraft and
engine suppliers that will result in cost savings for the
company.  The company, however, did not disclose in court papers
how much money it could save under the revised contracts.

A court hearing is scheduled for January 23.  Objections are due
by January 16.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Reports December 2012 Revenue & Traffic Results
------------------------------------------------------------------
AMR Corporation on Jan. 9 reported December 2012 consolidated
revenue and traffic results for its principal subsidiary, American
Airlines, Inc., and its wholly owned subsidiary, AMR Eagle Holding
Corporation.

Consolidated capacity and traffic were 2.0 percent and 2.1 percent
higher year-over-year, respectively, resulting in a consolidated
load factor of 80.2 percent, an increase of 0.1 points versus the
same period last year.

Domestic capacity and traffic were 1.6 percent and 2.4 percent
higher year-over-year, respectively, resulting in a domestic load
factor of 81.6 percent, 0.6 points higher compared to the same
period last year.

International load factor of 79.3 percent was 1.2 points lower
year-over-year, as traffic increased 2.1 percent on 3.7 percent
more capacity.  The Atlantic entity recorded the highest load
factor of 83.3 percent, an increase of 2.0 points versus December
2011.

December's consolidated passenger revenue per available seat mile
(PRASM) increased an estimated 1.6 percent versus the same period
last year.  On a consolidated basis, the company boarded 8.9
million passengers in December.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN INT'L GROUP: Lawmakers Warns Against Not Joining Lawsuit
-----------------------------------------------------------------
As the board of the American International Group weighs whether to
join a shareholder lawsuit against the United States government,
several lawmakers have a simple message for the bailed-out
insurer: Don't do it. Don?t even think about it, the New York
Times DealBook blog reported yesterday, the American Bankruptcy
Institute related.

With A.I.G. having fully repaid its $182 billion bailout only
weeks ago, the prospect of the company trying to claw back some of
the $22 billion in profit that its rescue generated for
shareholders doesn?t sit right with several members of Congress,
Michael J. De la Merced of the New York Times DealBook reported.

The report related that there is a possibility that AIG may join a
lawsuit filed by its former chief executive, Maurice R. Greenberg,
claiming that the 2008 bailout shortchanged investors and violated
their Fifth Amendment rights.  The AIG board is scheduled to meet
today, Jan. 9, to hear presentations from Mr. Greenberg and
representatives from the Treasury Department and the Federal
Reserve Bank of New York, the architects of the bailout.

In a letter to A.I.G.?s chairman, Robert S. Miller, three
Democratic lawmakers sternly urged the company to avoid ?rubbing
salt in the wounds? of taxpayers still furious about needing to
bail out a public company.

?A.I.G. became the poster company for Wall Street greed, fiscal
mismanagement, and executive bonuses ? the taxpayer and economy be
damned,? Representatives Peter Welch of Vermont, Michael Capuano
of Massachusetts and Luis V. Gutierrez of Illinois wrote in the
letter. ?Now, A.I.G. apparently seeks to become the poster company
for corporate ingratitude and chutzpah.?

Senator Elizabeth Warren, the new Democratic senator from
Massachusetts, added in her own statement:

?A.I.G.?s reckless bets nearly crashed our entire economy.
Taxpayers across this country saved A.I.G. from ruin, and it would
be outrageous for this company to turn around and sue the federal
government because they think the deal wasn?t generous enough.
Even today, the government provides an ongoing, stealth bailout,
propping up A.I.G. with special tax breaks ? tax breaks that
Congress should stop. A.I.G. should thank American taxpayers for
their help, not bite the hand that fed them for helping them out
in a crisis.?

Representative Maxine Waters of California, the ranking member of
the House Financial Services Committee, also weighed in, saying:
?I would urge the board to drop its consideration of the lawsuit,
thank the American public for the $182 billion rescue package that
prevented the company?s collapse and support the reforms in the
Dodd?Frank Wall Street Reform and Consumer Protection Act that
ensure that systemically important financial institutions can no
longer hold our economy hostage.?

And Representative Jan Schakowsky, Democrat of Illinois, sent a
letter to A.I.G. chief executive Robert H. Benmosche urging him
not to join in. She and other co-signers wrote: ?The federal
government, and more importantly, American taxpayers, are solely
responsible for your company?s existence today. We believe that
the terms of the loan were not onerous and were designed to
protect the public interest.?

For his part, Mr. Benmosche said in a statement that Wednesday?s
meeting is about listening to all of the involved parties, with a
decision to come in the next several weeks.

?A.I.G. has paid back its debt to America with a profit, and we
mean it when we say thank you to the American people,? he said.
?At the same time, the board of directors has fiduciary and legal
obligations to the company and its shareholders to consider the
demand served on us and respond in a fair, appropriate, and timely
manner.?

The full letter from Representatives Welch, Capuano and Gutierrez
is below:

Mr. Robert S. Miller
Board Chairman
American International Group, Inc.
180 Maiden Lane
New York, NY 10038

Dear Mr. Miller:

According to The New York Times, AIG is actively considering suing
the U.S. government for monetary damages after American taxpayers
rescued your company from its reckless conduct with a $182 billion
bailout.

Don?t do it.

Don?t even think about it.

AIG became the poster company for Wall Street greed, fiscal
mismanagement, and executive bonuses ? the taxpayer and economy be
damned.

Now, AIG apparently seeks to become the poster company for
corporate ingratitude and chutzpah.

Taxpayers are still furious that they rescued a company whose own
conduct brought it down. Don?t rub salt in the wounds with yet
another reckless decision that is on par with the reckless
decisions that led to the bailout in the first place.

Sincerely,

PETER WELCH
Member of Congress

MICHAEL CAPUANO
Member of Congress

LUIS V. GUTIERREZ
Member of Congress

Here?s the letter from Rep. Schakowsky:

Robert H. Benmosche
President and CEO
American International Group, Inc.
180 Maiden Lane
New York, NY 10038

Dear Mr. Benmosche:

We write in response to reports that American International Group,
Inc. (A.I.G.) is considering joining a lawsuit filed by Maurice
Greenberg against the federal government over the terms of the
record $182 billion bailout of your company. We urge you not to
participate in that suit.

Your company is now running commercials celebrating A.I.G.?s
repayment of taxpayer-funded loans that helped the firm avoid
bankruptcy. Clearly, you recognize that the $182 billion loan
saved your company, and we are pleased that the loan was repaid.
However, for our constituents, who continue to suffer the
consequences of the subprime mortgage crisis, the impacts of your
company?s actions are still being felt.

As you are well-aware, A.I.G. played a major role in the collapse
of the national mortgage market and the plummeting of home sales
from which our country is only beginning to recover. The subprime
mortgage market grew to almost $1.5 trillion by the time A.I.G.
was bailed out, and over the past four years, nearly four million
families lost their homes. A.I.G.?s sale of more than $400 billion
in credit default swaps greatly exacerbated the mortgage crisis
and facilitated the continued sale of highly-rated, poorly-vetted,
and economy-crippling subprime loans and mortgage-backed
securities.

The federal government, and more importantly, American taxpayers,
are solely responsible for your company?s existence today. We
believe that the terms of the loan were not onerous and were
designed to protect the public interest. We urge you to not to
join the suit, and instead to continue to work to earn the trust
and confidence of the American people.

Sincerely,
Jan Schakowsky

                            About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


AMERIFORGE GROUP: Moody's Corrects January 7 Rating Release
-----------------------------------------------------------
Moody's Investors Service issued a correction to the January 7,
2013 rating release of Ameriforge Group Inc.

Revised release follows:

Moody's Investors Service has assigned a first time Corporate
Family Rating and Probability of Default Rating of B2 to
Ameriforge Group Inc. (Ameriforge), 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 B 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 $600 million when
including the acquisitions executed in 2012. Reported revenues for
2011 totaled $339 million.


AMPAL-AMERICAN: Creditors Given Right to File Competing Plan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official creditors' committee for Ampal-American
Israel Corp. has the bankruptcy court's permission to file a
Chapter 11 plan.  The judge issued an order Jan. 7 ending the
company's exclusive plan-filing rights.

The report relates that although Ampal and the official creditors'
committee agreed on the economic terms of a plan, they couldn't
agree on details.  The committee sought and eventually received
permission to file a plan of its own.  The company and the
committee each drafted their own versions of a plan and disclosure
materials.

The report recounts that prior versions of the plans would pay
unsecured creditors by giving them all of the new preferred stock
with an aggregate stated value equal to all unsecured claims. The
stock would pay 5% dividends.  Shareholders would retain existing
common stock.  Within 90 days of emergence from bankruptcy,
creditors would have the option of requiring the company to
purchase the preferred stock for 75% of face value.  If the
so-called put is elected up until the first anniversary of plan
approval, the repurchase price is 65% of stated value.  The
company will have the right to buy the preferred stock at the same
prices.

                        About Ampal-American

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

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

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

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


ATWATER PUBLIC: S&P Removes 'BB+' Rating from CreditWatch
---------------------------------------------------------
Standard & Poor's Ratings Services said it removed from
CreditWatch with negative implications its 'BB+' underlying rating
(SPUR) on Atwater Public Financing Authority, Calif.'s wastewater
revenue bonds, issued for Atwater.  The rating is affirmed at
'BB+'
with a negative outlook.

The CreditWatch action is based on S&P's view that the city is no
longer considering a fiscal emergency declaration under California
Assembly Bill 506 (AB 506), which allows for a Chapter 9
bankruptcy filing under the U.S. Bankruptcy Code without a neutral
evaluation process.  On Nov. 12, 2012, the city closed the public
hearing on AB 506, which did not appear on city council meeting
agendas in December.

"The negative rating outlook reflects our opinion that Atwater
will find it difficult to turn around its financial condition
based on the city's Oct. 3, 2012, declaration of a state of fiscal
emergency under case law," said Standard & Poor's credit analyst
Scott Sagen.

The emergency declaration reflects the structural deficits in
nearly every major operating fund of the city and the reliance by
those funds on the wastewater system for working capital.  While
the city can now act more unilaterally to reduce certain operating
expenses, such as payroll, S&P anticipates large rate increases
for water and sanitation funds to help these enterprise funds that
are facing $300,000 and $600,000 in annual deficits, respectively
in fiscal 2013 and 2014.  A fiscal sustainability report released
by Municipal Resources Group in October 2012 projects the general
fund will end fiscal 2012 with at least a $3.7 million deficit,
which is larger than the city's original $2.3 million deficit
projection.  The general, water, and sanitation funds have the
ability to further weaken the wastewater fund through the
additional drawdown of pooled cash reserves at a time when the
wastewater system's debt service coverage has already declined to
1.19x -- as calculated by Standard & Poor's in fiscal 2011 -- and
when the city had already used $5 million in cash as of fiscal
2012 as planned to complete a major treatment plant project.


BANK OF THE COMMONWEALTH: Execs Charged for Understating Losses
---------------------------------------------------------------
The Securities and Exchange Commission on Jan. 9 charged three
former executives at Norfolk, Va.-based Bank of the Commonwealth
for understating millions of dollars in losses and masking the
true health of the bank's loan portfolio at the height of the
financial crisis.

The SEC alleges that Edward J. Woodard, who was CEO, president,
and chairman of the board, was responsible along with CFO Cynthia
A. Sabol and executive vice president Stephen G. Fields for
misrepresentations to investors by the bank's parent company
Commonwealth Bankshares.  The consistent message in Commonwealth's
public statements and SEC filings was that its portfolio of loans
-- which comprised approximately 94% of the company's total assets
in 2008 -- was conservatively managed according to strict
underwriting standards aimed at keeping the bank's reserved losses
low during a time of unprecedented economic turmoil.

In reality, the SEC alleges that internal practice deviated
significantly from what the public was being told.  Woodard knew
the true state of Commonwealth's rapidly-deteriorating loan
portfolio, yet he worked to hide the problems and engineer the
misleading public statements, particularly those made in earnings
releases. Sabol knew of the activity to mask the problems with the
company's loan portfolio and the corresponding effect these
masking practices had on the bank's financial statements and
disclosures, yet she signed the disclosures and certified to the
investing public that they were accurate. Fields oversaw the
bank's largest portfolio of construction and development loans and
was involved in the masking practices.

"During times of financial stress, it's more important than ever
for executives to make full and honest disclosure to the investing
public," said Scott W. Friestad, Associate Director of the SEC's
Division of Enforcement. "Commonwealth's executives did the
opposite and hid the company's worsening performance from
shareholders through masking practices that understated the losses
on its most troubled loans."

According to the SEC's complaint filed in U.S. District Court for
the Eastern District of Virginia, Commonwealth understated its
allowance for loan and lease losses (known as ALLL) by
approximately 17% to 25% from November 2008 to August 2010. This
caused the bank to understate its reported loss before income
taxes by approximately 64 percent for fiscal year 2008.
Commonwealth also understated its losses on real estate
repossessed by the bank (known as OREO) in two fiscal quarters,
which caused the bank to understate its reported loss before
income. For eight consecutive fiscal quarters, Commonwealth
underreported its total non-performing loans.

The SEC's complaint alleges that Commonwealth obtained an
appraisal for its largest collateral-dependent loan that falsely
inflated the value of the collateral. The bank executed hundreds
of "change-in-terms agreements" at the end of the quarter to
remove tens of millions of dollars of loans from its reported non-
performing loans.  Woodard, Sabol, and Fields helped enable the
bank to artificially bring otherwise-delinquent loans current by
permitting checking accounts associated with the guarantors of the
delinquent loans to be overdrawn. The bank also disbursed loan
proceeds without inspecting the property to confirm that the work
requiring the disbursement had actually been performed.

The SEC's complaint charges Woodard, Sabol, and Fields with
violations of the antifraud, reporting, recordkeeping, internal
controls, deceit of auditors, and Sarbanes-Oxley certification
provisions of the federal securities laws.

The SEC's investigation, which is continuing, has been conducted
by Laura B. Josephs, Thomas D. Silverstein, David S. Karp, Lucas
R. Moskowitz, and David Estabrook. The SEC's litigation will be
led by Richard Hong. The SEC appreciates the cooperation of the
Federal Bureau of Investigation, the U.S. Attorney's Office for
the Eastern District of Virginia, the Office of the Special
Inspector General for the Troubled Asset Relief Program, the Board
of Governors of the Federal Reserve Board, the Federal Reserve
Bank of Richmond, the Federal Deposit Insurance Corporation, and
the Bureau of Financial Institutions of the Virginia State
Corporation Commission.


BENJAMIN S. SISON: Wins Dismissal of Lender's Lawsuit
-----------------------------------------------------
Bankruptcy Judge Thomas E. Carlson granted the defendants' request
to dismiss the complaint, ARDEN M. INTENGAN, Plaintiff, v.
BENJAMIN S. SISON and MARIA AGNES TOLOSA SISON, Defendants, Adv.
Proc. No. 12-3081 TC (Bankr. N.D. Calif.).

The court held a hearing Sept. 7, 2012 regarding the Defendants'
motion to dismiss for failure to state a claim upon which relief
can be granted.

The Plaintiff made a loan to the Sisons secured by certain real
properties.  The Sisons failed to repay the loan and filed a
petition under chapter 11 of the Bankruptcy Code (Bankr. N.D.
Calif. Case No. 11-34331) before the Plaintiff could foreclose.
The Plaintiff sued, seeking the following relief: (1) a
determination that the Sisons' liability to the Plaintiff is
excepted from any discharge the Sisons might receive in their
chapter 11 case; and (2) declaratory relief regarding the
Plaintiff's rights in the collateral securing the loan.

The Plaintiff's exception-from-discharge claim must be dismissed
without leave to amend because it was not timely filed.  The
deadline for such an action was March 12, 2012.  The Plaintiff did
not file the action by that date, and the court denied the
Plaintiff's motion for extension of that deadline in an order
entered on Sept. 13, 2012.

The Court also ruled that the Plaintiff's claim for declaratory
relief must also be dismissed without leave to amend, because the
Sisons do not dispute the validity of the Plaintiff's deeds of
trust or the loan they secure.  The treatment of the Plaintiff's
secured claim will be resolved in the chapter 11 case rather than
the adversary proceeding, the Court said.

A copy of the Court's Jan. 4, 2013 Memorandum is available at
http://is.gd/Jn86uNfrom Leagle.com.


BIG M INC: Meeting to Form Creditors' Panel on Jan. 16
------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on Jan. 16, 2013, at 10:00 a.m. in
the bankruptcy case of Big M, Inc. The meeting will be held at:

         United States Trustee's Office
         One Newark Center
         1085 Raymond Blvd.
         14th Floor, Room 1401
         Newark, NJ 07102

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

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Big M, Inc. filed a Chapter 11 petition (Bankr. D. N.J. Case No.
13-10233) on Jan 6, 2013 in Newark, New Jersey, Kenneth A. Rosen,
Esq., at Lowenstein Sandler LLP, in Roseland, serves as counsel to
the Debtor.  The Debtor estimated up to $100 million in both
assets and liabilities.


BTA BANK: Kazakhstan Bank's Reorganization Enforced in U.S.
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to a Jan. 3 ruling by a bankruptcy judge in
New York, BTA Bank JSC, Kazakhstan's third-largest lender by
assets, has a reorganization plan entitled to enforcement in the
U.S.  In December the Kazakhstan court approved the bank's
reorganization plan.  The U.S. court ruled last week that it
should be enforced in the U.S.

                          About BTA Bank

BTA Bank JSC, a Kazakhstan-based financial institution, again
filed for creditor protection under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 12-12-13081) on July
16, 2012, in U.S. Bankruptcy Court in Manhattan.  BTA Bank is
asking the U.S. court to recognize the proceeding in the
Specialized Financial Court of Almaty City in the Republic of
Kazakhstan as a "foreign main proceeding."

BTA Bank estimated both debt and assets of more than $1 billion.

BTA Group -- comprised of BTA Bank and its subsidiaries and
affiliated companies -- is one of the leading banking groups in
the Commonwealth of Independent States and has affiliated banks
in Russia, Ukraine, Belarus, Georgia, Armenia, Kyrgyzstan and
Turkey.

As of May 1, 2012, BTA Bank was the third largest bank in the
Republic of Kazakhstan by total assets with a market share of
10.9%, serving approximately 710,218 retail customers, 73,200
small and middle business customers and 1,397 corporate
customers, most of which reside or are registered, or maintain
their operations, inside Kazakhstan.  As of May 1, 2012, the Bank
employed 5,290 people inside and 2 people outside Kazakhstan.

In 2009, investigations and proceedings were launched in the
Republic of Kazakhstan, the United Kingdom, and elsewhere in
relation to fraudulent and unlawful transactions entered into by
the Bank's former management prior to February 2009 which, it
transpires, caused the Bank very significant losses.

On Oct. 7, 2009, the Bank applied to the Financial Court for an
order to commence a restructuring.  The foreign representative in
2010 filed a petition (Bankr. S.D.N.Y. Case No. 10-10638) in
Manhattan and the judge granted a petition for recognition of the
Kazakhstan proceeding as "foreign main proceeding.

The Kazakhstan proceedings were closed in August 2010 after all
distributions were made.  The Chapter 15 case was closed in
January 2011.  Creditors whose claims were restructured received
a mixture of cash, senior debt, subordinated debt, other forms of
debt, equity and so-called recovery units  in consideration for
the restructuring of their claims.

Since the beginning of 2011, the Bank's financial situation,
however, has deteriorated despite measures undertaken by
management.  A high cost of funding and fierce competition among
Kazakhstan banks for business led to a steep deterioration in the
Bank's net interest margin, the measure of the difference between
the interest income generated by the Bank and the amount of
interest paid out to its lenders, relative to the amount of its
(interest-earning) assets.  Due to the subdued business
environment and cumbersome legal procedures, recoveries on non-
performing loans were considerably lower than expected. As a
result, the Bank showed a total negative equity under
International Financial Reporting Standards of KZT 216 billion
(US$1.5 billion) by June 30, 2011, which worsened to an estimated
IFRS consolidated equity deficit of KZT 367 billion (US$2.5
billion) at year end and has continued to worsen in 2012.

Considering the Bank's financial situation and the need to
restore the IFRS Tier 1 capital position, the Bank commenced
discussions with its creditors in order to effect a second
restructuring of all or part of its financial indebtedness under
Kazakhstan laws.

The Bank on April 5, 2012, formally agreed to the creation of a
steering committee of creditors to coordinate further discussions
in relation to the Restructuring.  The Steering Committee
selected Houlihan Lokey and Deloitte as joint financial advisers
and Baker & McKenzie as legal adviser.

On April 25, 2012, the Bank's board of directors resolved to
initiate the Restructuring.  On April 28, the Bank entered into
an agreement on restructuring with the National Bank of
Kazakhstan pursuant to Article 59-3(3) of the Kazakhstan Banking
Law.  On April 28, after obtaining a review and comments from the
Steering Committee's advisers, the Bank submitted a draft
restructuring plan to the National Bank of Kazakhstan. After the
National Bank of Kazakhstan completed its review, the way was
clear for the Bank to seek a Financial Court order opening a
restructuring proceeding under Kazakhstan law.

The Bank made an application for restructuring under the Banking
Law, the Civil Procedural Code and the Amending Law on May 2,
2012.

The second restructuring will be effected through the
restructuring of the existing claims arising from the financial
instruments issued during the first restructuring.  The
Restructuring is expected to be completed by Sept. 27, 2012.

The Chapter 15 petition was filed to prevent creditors from
seeking to take action against the Bank or its assets in the
United States.  The Bank's principal assets in the United States
are balances in accounts of correspondent banks located in New
York City.  Its major American creditors are financial
institutions, such as Deere Credit Inc, Goldman Sachs Lending
Partners LLC, LM Moore, L.P., PNC Bank N.A. (formerly National
City Bank Cleveland).

The Steering Committee of Creditors comprises Ashmore Investment
Management Limited (as agent for and on behalf of certain funds
and accounts for which it acts as investment adviser), the Asian
Development Bank, D.E. Shaw Oculus International, Inc. and D.E.
Shaw Laminar International, Inc., Gramercy Funds Management LLC,
J.P. Morgan Securities Ltd., Nomura International plc, The Royal
Bank of Scotland plc, SAM Salute Advisors Ltd., Swedish Export
Credits Guarantee Board - EKN and VR Capital Group Ltd. in its
capacity as General Partner of VR Global Partners, L.P

BTA Bank is represented in the U.S. by Evan C. Hollander, Esq.,
at White & Case LLP.

Judge James M. Peck oversees the Chapter 11 case.


CHINA VILLAGE: Can Sell Commercial Property to APIC Coin
--------------------------------------------------------
Judge Arthur S. Weissbrodt has granted China Village, LLC,
authority to sell its commercial property to APIC Coin Tower LLC.

The terms of the sale of commercial real estate property are:

     A. Property: Debtor's commercial real property in this Single
        Asset Real Property case, including Parcel-32: 5950-6016
        Stevenson Boulevard & 40451-40495 Albrae Street;
        Parcel-34: 40525 Albrae Street; Parcel-35: 5960 Stevenson
        Boulevard & 40505-40545 Albrae Street, in Fremont, Calif.

     B. Purchaser: APIC Koin Tower, LLC

     C. Condition: The sale is conditioned upon Court approval of
        this Motion, the Commission Motion, and the Compromise
        Motion.  In the event that any of the companion motions
        are not approved, or of the commission is approved and
        exceeds $200,000, the sale will not consummate.

     D. Sale Price: $36,100,000, subject to overbids.  The
        purchase price is all cash and there are no financing
        contingencies.

     E. Deposit: $1,000,000

     F. Closing Costs: The Purchaser will pay the closing costs
        except as specifically agreed by the Debtor and lien
        claimants.

     G. Escrow: The sale will proceed through an escrow opened at
        First American Title or such other title company as the
        parties select.

     H. Other Costs: Given the terms of the settlement among the
        Debtor and lien claimants, there is a specific
        distribution pursuant to which all parties have agreed to
        permit the sale to proceed.  As such, the sale will
        require that any further costs, including operating costs
        and taxes shall be borne by the Purchaser, as otherwise
        the agreed-upon distribution scheme would fail.

     I. Misc.: The sale is subject to other customary terms and
        conditions, and the Parties are finalizing the
        documentation of the agreement, which has been negotiated
        between the Debtor, lien claimants, and Purchaser.

The motion to sell commercial property is based on the grounds
that a sound business purpose exists for proceeding with the sale
in order to achieve the significant discount being provided on the
secured claims (of approximately $15,000,000 collectively among
the lien claimants); the Debtor has obtained a present cash buyer
for the Property; the sale is coupled with a settlement that would
resolve the Chapter 11 case and adversary proceeding, while
providing an orderly distribution to those parties entitled to
distributions; and the sales price is fair and consistent with the
offers submitted during the past seven months that the Property
was on the market.

The Debtor has reached a settlement agreement with lien claimants
Cathay Bank, Fremont Investment Property Co., LLC, Sarabjit Hundal
and Gurdip Sekhon.  Under the settlement agreement, the lien
claimants will be paid:

     Cathay Bank                              $19,000,000
     Fremont Investment Property Co., LLC     $16,850,000
     Sarabjit Hundal                             $475,000
     Gurdip Sekhon                               $450,000

                      About China Village

Milpitas, California-based China Village, LLC, is a limited
liability company that was created on May 10, 2005.  The members
of the Debtor are Thomas Nguyen (8%), Joseph Nguyen (9%) and Tuyet
Minh Le (83%).  The Debtor is in the business of purchasing,
leasing, renovating and selling commercial real property.  The
Debtor currently owns a significant commercial property in
Fremont, California, that has 370,019 square feet of rentable
space on 25.07 acres of land.

China Village filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 10-60373) on Oct. 4, 2010.  Lawrence A.
Jacobson, Esq., and Sean M. Jacobson, Esq., at Cohen and Jacobson,
LLP, assist the Debtor in its restructuring effort.  R&K
Interests, Inc. d/b/a Investors Property Services serves as the
Debtor's property manager.  The Debtor estimated assets and debts
at $10 million to $50 million as of the Petition Date.


CIT GROUP: Moody's Hikes Corp. Family Rating to 'Ba3';
------------------------------------------------------
Moody's Investors Service upgraded the corporate family and senior
unsecured ratings of CIT Group Inc. to Ba3 from B1. Moody's
affirmed the Ba3 rating assigned to CIT's senior bank credit
facility. The outlook for CIT's ratings is stable.

Ratings Rationale

The rating upgrade is based upon CIT's lower cost of funding and
improved net finance margin, volume increases in core businesses
that are strengthening franchise positioning, and successful
efforts to further diversify funding sources.

CIT's net finance margin, adjusted to exclude debt prepayment
expense and fresh start accounting (FSA) net accretion, increased
to 2.97% in the third quarter of 2012 from 1.58% one year earlier.
The main driver of the improvement was a reduction in CIT's cost
of borrowing. The firm's weighted average coupon rate of
outstanding deposits and long-term debt declined to 3.28% at
September 30, 2012 from 4.84% one year earlier, relating to
efforts by management to repay high cost debt with proceeds from
lower cost funding alternatives. Improvement in net finance margin
has occurred in all commercial segments, with vendor finance and
transportation finance returning to near pre-crisis levels but
with corporate finance and trade finance lagging somewhat. In the
intermediate term, CIT's continued transition to deposit funding
will likely further reduce funding costs and improve margins.
However, margins could come under pressure if pricing competition
for new loan and lease originations continues to intensify or if
the firm begins to face significant competitive pressure to offer
higher savings rates to attract depositors.

"To produce solid long-term profitability, CIT must sustain margin
improvements and reduce operating costs," said Moody's senior
analyst Mark Wasden. CIT has a smaller base of earning assets in
commercial finance businesses than prior to its 2009
reorganization. Aligning operating costs to the firm's revised
scale is an ongoing challenge. Sustainability of margins, balance
in margin contribution from core segments, and effectiveness of
operating expense control will be considerations in Moody's
ongoing assessment of CIT's credit strength.

CIT's funded volumes have modestly but steadily increased in
recent quarters, to $2.2 billion in the third quarter of 2012 from
$1.9 billion one year earlier. CIT's higher volumes and stronger
financial condition are helping it to recover from the operational
and competitive setbacks stemming from its 2009 bankruptcy. CIT's
sub-sector specializations and relationships with sponsors have
been the basis for volume growth, but pricing pressure from banks
with lower funding costs has intensified in some businesses, such
as traditional asset-based lending and vendor finance. Moody's
believes that CIT must further strengthen its franchise
positioning, particularly in the corporate finance segment, while
maintaining a balanced risk appetite in order to demonstrate
longer-term financial viability.

CIT's funding and liquidity profiles have continued to strengthen
and diversify, leading to lower cost of funds and greater
financial flexibility. In the nine months ended September 2012,
CIT repaid or refinanced about $15 billion of high cost
indebtedness, accessed the public unsecured debt markets to issue
$9.75 billion of notes, expanded its deposit base by $2.4 billion,
and renewed secured multi-year funding arrangements for vendor
finance and trade finance receivables. Deposits are becoming more
diversified subsequent to CIT's launch of online bank CD's and
high-yield savings products in the past 18 months. However, CIT's
deposit products are non-core and are therefore subject to risk of
non-retention relating to competitive pricing pressures or company
developments that test investor confidence. CIT's reliance on
market sources of funding, including non-core deposits, remains a
constraint on the firm's credit profile. Risks to CIT's continued
bank transformation relate to its ability to increase and retain
deposits over the longer term given competition from better known
financial institutions and the firm's relatively narrow array of
products.

The outlook for CIT's ratings is stable, reflecting Moody's
expectation that CIT will continue efforts to strengthen margins
and profitability while maintaining strong liquidity and capital
buffers.

In affirming the Ba3 rating assigned to CIT's senior bank credit
facility, the one-notch uplift above CIT's corporate family rating
previously afforded the facility is eliminated. The facility
includes guarantees from certain CIT subsidiaries, a requirement
that the guarantors maintain a minimum 2.0x asset coverage ratio,
and a requirement that CIT maintain a minimum consolidated net
worth of $6 billion. However, Moody's believes that these terms do
not sufficiently differentiate the credit risk of the facility
from the firm's corporate family rating to warrant the notching
uplift.

In its last rating action dated February 16, 2012, Moody's
upgraded CIT's corporate family rating to B1 from B2.

CIT Group, Inc. is a bank holding company primarily focused on
serving the small business and middle market sectors with
headquarters in New York City and Livingston, New Jersey.

Upgrades:

- Corporate Family Rating, to Ba3 from B1, stable outlook

- Senior Unsecured Regular Bond/Debenture, to Ba3 from B1,
   stable outlook

- Senior Unsecured Shelf, to (P)Ba3 from (P)B1, stable outlook

Unchanged:

- Guaranteed Senior Revolving Credit Facility, remains at Ba3,
   stable outlook

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


COCOPAH NURSERIES: Hires Hochman Salkin as Special Tax Counsel
--------------------------------------------------------------
Cocopah Nurseries of Arizona, Inc., has sought permission from the
U.S. Bankruptcy Court to employ Hochman, Salkin, Rettig, Toscher &
Perez, P.C. as Special Tax Counsel.

The Debtors have requested that Hochman assist Squire Sanders and
the Debtors in connection with tax disputes under these potential
project categories: (i) legal research of the California tax
liabilities at issue; (ii) communications with the Debtors, Squire
Sanders, the Board, and any other parties relevant to the Tax
Dispute; (iii) contribution to briefs; (iv) trial preparation
including discovery; (v) co-counsel at trial and in the Section
505 tax litigation; and (vi) fee application preparation.

The Debtors have paid Hochman $15,000 for those services.

Presently, the hourly rates for Hochman professionals and para-
professionals range between $450 to $675 for partners, $350 to
$375 for associates, and $175 for legal assistants.

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

                      About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.


COLLEGE BOOK: Court Approves Howell & Fisher as Counsel
-------------------------------------------------------
Robert H. Waldschmidt, the Chapter 11 trustee in the bankruptcy
case of College Book Rental Company, LLC, has sought and obtained
permission from the U.S. Bankruptcy Court to employ Howell &
Fisher, PLLC as attorney.

The Chapter 11 Trustee anticipates that Howell & Fisher's services
will include the preparation of all legal documents, motions,
orders, and deeds, necessary for the orderly administration or
liquidation of any and all assets of the Debtor's estate; the
collection of any outstanding accounts receivable; the pursuit of
any and all the trustee's actions under Sec. 544, 546, 547, 548,
or 549 of the Bankruptcy Code against the Debtor or third parties;
and representation in any other legal actions the trustee may have
against the debtor or third parties.

The current hourly rates for the individuals who may perform
services in this proceeding are:

    Professional                        Rates
    ------------                        -----
    Robert H. Waldschmidt (Attorney)     $390
    Lori Grahl (Paralegal)               $155
    Kim Turner, (Legal Assistant)         $95

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

In a notice filed early in December, Bradley Arant Boult Cummings
LLP withdrew as bankruptcy counsel for College Book Rental
Company.

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee the
next day.


COLLEGE BOOK: William Norton Approved as Special Counsel
--------------------------------------------------------
Robert H. Waldschmidt, the Chapter 11 trustee in the bankruptcy
case of College Book Rental Company, LLC, sought and obtained
permission from the U.S. Bankruptcy Court to employ William L.
Norton, III, as special counsel.

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee the
next day.


COLLEGE BOOK: Court Approves Fowler as Accounting Consultant
------------------------------------------------------------
Robert H. Waldschmidt, the Chapter 11 trustee in the bankruptcy
case of College Book Rental Company, LLC, sought and obtained
permission from the U.S. Bankruptcy Court to employ Camille
Fowler, as accounting consultant for the estate.

The accounting consultant's services include (1) oversight of
daily accounting and monthly financial reporting to U.S. Trustee,
the court, and other governmental entities; (2) cash and bank
reconciliations; (3) payment of invoices and expenses; and (4)
budgeting and forecasting for future reorganization/restructuring
purposes.

Ms. Fowler'S hourly rate is $150, plus reimbursement of out of
pocket expenses.  The trustee anticipates the costs for Ms.
Fowler's services to be: (1) $5,000 per week for the first 8 weeks
employed; and (2) $3,000 per week thereafter.  The trustee is
negotiating a carve-out fund with which to pay professionals, and
proposes to pay 60% of the fees incurred as to Ms. Fowler without
application to the court.  The 40% balance of Ms. Fowler's fees
shall be paid upon motion to and approval by the court.

Ms. Fowler attests that she is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee the
next day.


COLONIAL BANCORP: Auditor Wants FDIC's $1B Malpractice Suit Axed
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Crowe Horwath
LLP urged an Alabama federal court Monday to toss the Federal
Deposit Insurance Corp.'s suit over Colonial Bank's $1 billion
loss in the Taylor Bean & Whitaker Mortgage Corp. mortgage fraud
scheme, saying it alleges no recoverable damages.

In a motion to dismiss the case, which also targets
PricewaterhouseCoopers LLP, auditor Crowe Horwath points to
engagement letters between Crowe and Colonial parent Colonial
BancGroup Inc., for whom it was performing the auditing work at
issue, that prohibit the recovery of consequential and exemplary
damages, the report added.

As previously reported, the FDIC on October 31 sued Colonial's
former auditors PwC and Crowe Horwath for the $1 billion that the
now-defunct bank lost in the Taylor Bean & Whitaker mortgage fraud
scheme.  The FDIC, as receiver for Colonial Bank, claims external
auditor PwC and internal auditor Crowe should have learned of the
fraud perpetrated by Taylor Bean, the bank's largest client, by
2007 or early 2008, well before the August 2009 federal raid on
Taylor Bean's headquarters.

                    About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor.  The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.


COLONIAL PROPERTIES: Fitch Withdraws 'BB+' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the Issuer Default
Ratings (IDR) and issue ratings of Colonial Properties Trust
(NYSE: CLP) and its operating partnership, Colonial Realty Limited
Partnership.

Fitch has decided to discontinue the ratings, which are
uncompensated.

Fitch affirms and withdraws the following ratings:

Colonial Properties Trust
-- IDR at 'BB+'.

Colonial Realty Limited Partnership
-- IDR at 'BB+';
-- Unsecured revolving credit facilities at 'BB+';
-- Senior unsecured term loans at 'BB+';
-- Senior unsecured notes at 'BB+'.

The Rating Outlook was previously Positive.


CONQUEST SANTA: U.S. Trustee Unable to Form Creditor's Committee
----------------------------------------------------------------
The United States Trustee for Region 14 has told the U.S.
Bankruptcy Court the District of Arizona that it was unable to
form an Official Committee of Unsecured Creditors in Conquest
Santa Fe LLC's Chapter 11 case because an insufficient number of
persons holding unsecured claims against the Debtor have expressed
interest in serving on a committee.

The U.S. Trustee said it reserves the right to appoint such a
committee should interest develop among the creditors.

                      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.


DAYSTAR TECHNOLOGIES: Gets Nasdaq Listing Non-Compliance Notice
---------------------------------------------------------------
As previously noted, DayStar Technologies Inc. DSTI +1.21% (the
"Company") received notice from Nasdaq that it was not in
compliance with Nasdaq's Listing Rules due to a failure to hold an
annual meeting within one year of the end of the Company's fiscal
year ending on December 31, 2011.  DayStar notified Nasdaq that it
believed it had complied with the Listing Rule since it held an
annual meeting of stockholders on December 19, 2012.  Daystar has
been notified that the annual meeting held on December 19, 2012
did not meet the requirements of Nasdaq's Listing Rules because
the Company did not file a Proxy Statement on Form 14A prior to
the meeting.  Nasdaq noted that since the Company did not meet the
listing requirement it would continue with the previously
announced procedures to delist the Company's securities.  Nasdaq
has offered the Company an opportunity to request a hearing to
appeal this determination.  The Company intends to request this
hearing from Nasdaq.  In the event the Company's appeal is denied,
the Company's shares would qualify for listing on the OTCBB.

In addition, on November 20, 2012, Staff notified the Company that
it had not received the Company's Form 10-Q for the period ended
September 30, 2012, as required by Listing Rule 5250(c)(1), and
requested the Company submit a plan to regain compliance by no
later than December 5, 2012.  The Company then provided Staff with
its compliance plan on December 5, 2012, the Company citing that
it was adversely affected by a change in its Chief Financial
Officer in November 2012 which contributed to its late filing and
the missed 14A.  The Company filed its Quarterly Report on Form
10Q on January 7, 2013.

The Company plans to appeal Staff's determination to a Hearings
Panel, pursuant to the procedures set forth in the Nasdaq Listing
Rule 5800 Series.  Hearings are typically scheduled to occur
approximately 30-45 days after the date of the hearing request.

                 About DayStar Technologies, Inc.

DayStar Technologies -- http://www.daystartech.com/-- is a
developer of solar photovoltaic products based upon CIGS thin film
deposition technology and is currently embarked on a strategy of
strategic partnerships to enter new markets within the global
renewal energy industry including ownership and construction of
solar and renewable power plants.


DENNIS ATIYEH: E.D. Pa. District Court Affirms Case Dismissal
-------------------------------------------------------------
District Judge Cynthia M. Rufe rejected a pro se appeal by Dennis
Atiyeh from a March 1, 2012 bankruptcy court order dismissing his
bankruptcy case.

Mr. Atiyeh filed a voluntary petition under Chapter 12 of the
Bankruptcy Code on March 1, 2010.  On his own motion, the case was
converted to a Chapter 11 proceeding on Sept. 8, 2011.  The United
States Trustee sought case dismissal, while Mr. Atiyeh filed a
motion to convert his case back to Chapter 12.  By separate orders
on Jan. 12, 2012, the Court granted the U.S. Trustee's motion to
dismiss and denied Mr. Atiyeh's motion to reconvert.  Mr. Atiyeh
asked the Court to reconsider his ruling, and after a hearing on
March 1, 2012, the Bankruptcy Court denied the reconsideration
motion.

According to the District Court, Mr. Atiyeh, in his briefs on
appeal, failed to address the standard for reconsideration, and
presents no clear argument.  The District Court noted that, to the
extent that the briefs are comprehensible, Mr. Atiyeh argues in
one brief that the U.S. Trustee, motivated by discrimination
against Mr. Atiyeh's Christian faith, lied to the Bankruptcy Court
that Mr. Atiyeh failed to meet with the U.S. Trustee and that
"Portnoff Law Offices" violated the automatic stay.  Mr. Atiyeh
claimed the U.S. Trustee failed to respond when he wished the U.S.
Trustee "Merry Christmas."

In another brief, Mr. Atiyeh argues the conversion to Chapter 12
was forced by a fraudulent judgment against him obtained by MCI
WorldCom, and that he attempted to meet with the U.S. Trustee,
without success.

Judge Rufe said none of Mr. Atiyeh's arguments provides a basis
for reversing the Bankruptcy Court's order.  "There is nothing at
all in the record to support the accusation of religious bias, and
no evidence that the Trustee lied to the Bankruptcy Court.
Appellant had the opportunity to explain to the Bankruptcy Court
why he had not met with the Trustee; it is uncontested that the
meetings did not occur and that Appellant failed to file the
required monthly reports and reorganization plan," Judge Rufe
said.

The case before the District Court is, DENNIS ATIYEH, Appellant,
v. UNITED STATES TRUSTEE, Appellee, Civil Action No. 12-2014 (E.D.
Pa.).  A copy of the District Court's Jan. 3, 2013 Memorandum
Opinion is available at http://is.gd/LNcP00from Leagle.com.


DIGITAL GENERATION: Receives NASDAQ Notice of Potential Delisting
-----------------------------------------------------------------
Digital Generation, Inc. on Jan. 9 disclosed that it has received
a letter from NASDAQ notifying the Company that it is subject to
delisting from the NASDAQ Capital Market for failure to hold its
2012 annual meeting of stockholders prior to December 31, 2012.

The Company will appeal this determination of noncompliance and
potential delisting pursuant to NASDAQ procedures by seeking a
hearing before a NASDAQ hearing panel.  The Company's request for
a hearing will stay the suspension and delisting action pending
the issuance of a written decision by the NASDAQ hearing panel.
The Company cannot assure that the Company's appeal hearing will
be successful.  In connection with the NASDAQ hearing, the Company
will inform NASDAQ about the special circumstances relating to the
Company's continuing consideration of its strategic options and
the Company's commitment to hold the annual meeting on February
21, 2013.

As previously announced on November 30, 2012, the Company has
scheduled its annual meeting of stockholders on February 21, 2013.
In setting the stockholder meeting date for February 21, 2013, the
Board of Directors considered the recommendation of its Special
Committee reviewing strategic alternatives to defer the 2012
annual meeting of stockholders until the Company can report the
results of the Company's strategic alternatives process.  As
previously announced, the Company has extended the period during
which stockholders can give notice to the Company regarding
nominations for the election of directors and stockholder
proposals for consideration at the next annual meeting from its
due date under the Company's bylaws until January 18, 2013.  The
strategic alternatives process is continuing and is expected to be
completed in the near future.  The Company does not intend to
disclose developments in this process until such time as the Board
of Directors determines to enter into any transaction or the
Company otherwise deems further disclosure appropriate.  The
Company will make disclosures regarding the Special Committee
process prior to the annual meeting on February 21, 2013.  The
record date for the annual meeting will be January 24, 2013.  The
location and time of the annual meeting will be included in the
Company's definitive proxy statement which will be filed with the
Securities and Exchange Commission and sent to the DG stockholders
prior to the annual meeting.

                             About DG

DG -- http://www.DGit.com-- connects over 11,000 global
advertisers and agencies with their targeted audiences through an
expansive network of over 6,000 television broadcast stations and
over 11,500 web publishers in 75 countries.  The Company's
television division utilizes best-in-class network and content
management technologies, creative and production resources,
digital asset management and syndication services that enable
advertisers and agencies to work faster, smarter and more
competitively. The Company's online division, MediaMind, allows
marketers to benefit from optimized management of online
advertising campaigns while maximizing data driven advertising.


DREIER LLP: Trustee Nets Clawback Deal Over Penthouse Payments
--------------------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that the trustee for
bankrupt law firm Dreier LLP reached a $132,500 settlement Monday
with the lien holder, mortgage servicer and contractor on a
forfeited luxury apartment owned by convicted ex-lawyer Marc
Dreier over claims they accepted $2.3 million in Ponzi scheme
funds.

If approved by a New York bankruptcy court, the settlement will
end an adversary suit brought by Sheila M. Gowan, the court-
appointed trustee in the Chapter 11 bankruptcy of Marc Dreier's
once-prominent law firm, against HSBC Mortgage Corp., PHH Mortgage
Corp. and NY Landmark, the report related.

                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DUNLAP OIL: U.S. Trustee Names Three-Member Creditor's Committee
----------------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14, has appointed
three creditors to serve on an Official Committee of Unsecured
Creditor for the Chapter 11 bankruptcy case of Dunlap Oil Company.

The members of the Committee are:

   1) EA SWEEN
      Attn: Linda Mack
      16101 West 78th Street
      Eden Prairie MN 55344
      Tel: 952-937-9440
      Fax: 952-949-1407
      Email: LMack@easween.com

   2) MSC Distributing Inc.
      Attn: Craig Stevenson
      PO Box 1830
      Phoenix, AZ 85001
      Tel: 602-258-0122
      Fax: 602-340-0049
      Email: craig@mscdist.com

   3) Pepsi Cola Bottling Co. of Safford
      Attn: Karl Schade
      PO Box 1076
      Safford, AZ 85548
      Tel: 928-428-2192
      Fax: 928-428-9181
      Email: Karl-Schade@qwestoffice.net

                 About Dunlap Oil and Quail Hollow Inn

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

Judge James M. Marlar presides over the case.  John R. Clemency,
Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy, P.A.,
serve as the Debtors' counsel.  Peritus Commercial Finance LLC
serves as financial advisor.

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

The petitions were signed by Theodore Dunlap, president.

Equipment Acquisition Resources went bankrupt and eventually
filed, in an adversary proceeding in bankruptcy, a first amended
complaint seeking recovery of money that the company made to cover
tax liabilities of its shareholders.  The United States of
America, on behalf of the Internal Revenue Service, moved to
dismiss one of the counts (Count 4) that sought recovery of the
money, arguing that sovereign immunity barred the claim.  The
bankruptcy court, however, denied the Government's motion to
dismiss.   On Friday, District Judge Edmond E. Chang affirmed the
bankruptcy court's order.

The District Court case is, UNITED STATES OF AMERICA, Appellant,
v. EQUIPMENT ACQUISITION RESOURCES, INC. Appellee, No. 11 C 05045
(N.D. Ill.).  A copy of the District Court's Jan. 4, 2013
Memorandum Opinion and Order is available at http://is.gd/TjKUNf
from Leagle.com.

                 Fraudulent-Transfer Immunity

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that, according to the Jan. 4 opinion by U.S. District
Judge Edmond E. Chang, the U.S. government's sovereign immunity
defense is waived for a fraudulent-transfer claim under state law.

Mr. Rochelle recounts that the trustee sued the Internal Revenue
Service for a fraudulent transfer under state law and Section 544
of the Bankruptcy Code because the relevant transfer was more than
two years before bankruptcy.  The case turned on Section 106(a) of
the Bankruptcy Code which waives the sovereign-immunity defense
for lawsuits under Section 544, among others.  The IRS nonetheless
contended there could be no state law claim to invoke Section 544
because, before bankruptcy, a creditor would be barred by
sovereign immunity from suing the government for receipt of a
fraudulent transfer.

The report relates that Judge Chang, upholding the bankruptcy
court, dismissed the IRS's argument, saying "Section 106(a)(1)
simply eliminates the obstacle wherever it appears with respect to
Section 544."  By virtue of a settlement, the government agreed to
pay about $860,000 as a result of losing the appeal.

                    About Equipment Acquisition

Palatine, Illinois-based Equipment Acquisition Resources, Inc.,
operated in the semiconductor equipment sales and servicing
industry.  It was designed to operate as a refurbisher of special
machinery, a manufacturer of high-end technology parts, and a
process developer for the manufacture of high-technology parts.
The bulk of EAR's stated revenue derived from refurbishing and
selling high-tech machinery; it was set up to purchase high-tech
equipment near the end of its useful life at prices that were low
relative to the cost of new units, and then refurbish using a
propriety process the equipment for sale to end-users at
substantial gross margins.

EaR engaged in a massive fraud from 2005 to 2009.  That fraud
included, but was not limited to, selling semiconductor equipment
at inflated prices, leasing the equipment back, misrepresenting
the value of the equipment, and pledging certain pieces of
equipment multiple times to various creditors to secure
financing.  It owned 2,000 pieces of semiconductor manufacturing
equipment.

First Premier Capital LLC, claiming to be owed $20 million,
alleged that the scheme has cost creditors up to $175 million.

EAR filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill.
Case No. 09-39937) on Oct. 23, 2009.  Barry A. Chatz, Esq., at
Arnstein & Lehr LLP, served as the Company's counsel.  The Company
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities in its petition.  Unsecured creditors
were owed about $102 million.

On July 15, 2010, the Court approved the Debtor's Second Amended
Plan of Liquidation.  William A. Brandt, Jr., the Debtor's chief
restructuring officer, was named Plan Administrator.


EASTMAN KODAK: Suit Claiming Kodak Hid Bankruptcy Plans Reopened
----------------------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that a New York
federal judge on Tuesday allowed an investor to refile a putative
class action alleging Eastman Kodak Co.'s leadership intentionally
hid plans to file for bankruptcy, after the investor said he had
new confidential witnesses to bolster his allegations.

U.S. District Judge Harold Baer said in a written order that
investor Timothy Hutchinson could file a second amended complaint
in a suit claiming Kodak CEO Antonio Perez and other officers knew
about the company's bankruptcy plans before they were made public,
the report related.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Nokia, Nintendo Object to Patent Sale Order
----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Nokia Corp. and
Nintendo Co. Ltd. on Monday joined Kyocera Corp. in objecting to
parts of Eastman Kodak Co.'s sale order for the divestiture of its
digital imaging patent portfolio, which they say removed key
language protecting their rights as patent licensees.

The companies argue that the proposed final sale order is
inconsistent with the conditional sale order the court approved in
July as a settlement of objections filed by licensees of Kodak's
digital-imaging patents in that it does not include the language
protecting the licensees' rights, the BankruptcyLaw360 report
related.

As previously reported, Kyocera launched a patent suit against
Kodak in New York bankruptcy court Friday, claiming Kodak began
selling products infringing 15 of its patents after the film
company filed for bankruptcy.  Kyocera alleges that Kodak began
making and selling electronics infringing Kyocera's U.S. patents
on technology it uses in its digital cameras and printers after it
filed for Chapter 11 bankruptcy protection last January.

"Kodak also has been and is now contributing to and inducing
others to infringe Kyocera's U.S. patents," Kyocera said in court
papers, according to a prior BLaw360 report.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Kyocera contends there are flaws in Kodak's $525
million sale of digital-imaging technology scheduled for court
approval on Jan. 11.

According to the Bloomberg report, Kyocera contends Kodak agreed
when setting up the sale that the rights of licensees and others
with interests in the technology wouldn't be altered. Now,
according to Kyocera's filing in bankruptcy court, Kodak intends
to terminate licenses previously granted to the technology.  In
addition, Kyocera filed a lawsuit in bankruptcy court Jan. 4
contending that Kodak is infringing patents it owns.

The Bloomberg report relates that Kyocera's objection to the sale
will be hashed out at the Jan. 11 hearing.  Kodak arranged the
sale with a group of buyers when the technology didn't command a
price the company said might reach $2.5 billion.  The buyers are
12 of the world's largest technology companies.

Kodak's $400 million in 7% convertible notes due in 2017 last
traded Jan. 3 for 11.25 cents on the dollar, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EURAMAX INTERNATIONAL: Moody's Corrects Dec. 11 Rating Release
--------------------------------------------------------------
Moody's Investors Service issued a correction to the December 11,
2012 rating release of Euramax International, Inc.

Revised release follows:

Moody's Investors Service downgraded Euramax International, Inc.'s
corporate family rating and probability of default rating to Caa2
from Caa1. The company's other existing debt ratings were also
downgraded. The outlook remains stable.

The following rating actions were taken:

- Corporate Family Rating, downgraded to Caa2 from Caa1

- Probability of Default Rating, downgraded to Caa2 from Caa1

- $375 million senior secured notes due 2016, downgraded to Caa2
   (LGD4, 51%) from Caa1

Ratings Rationale

The downgrade reflects Moody's expectation that the turmoil in
global financial markets and weakness in Europe will continue to
hamper Euramax's revenues and operating margins as well as weaken
key credit metrics. Moody's expects sustained weak profitability
to diminish the company's free cash flow generation over the next
12 to 18 months, which may continue to increase usage on the
revolving credit facility. Expectations for only moderately higher
revenues, continued softness in operating margins and no
significant reduction in balance sheet debt point to elevated
adjusted debt leverage in excess of 8.0x over the next 12 to 18
months.

The Caa2 corporate family rating considers the company's elevated
adjusted debt leverage of approximately 14.4x debt-to-EBITDA,
adjusted interest coverage below 1.0x, and weakening operating
margins. (In arriving at EBITDA, Moodys includes non-cash foreign
exchange losses which result from translating inter-company
obligations between the company's US and foreign businesses). In
addition, the rating reflects Moody's expectations for a slow
recovery in the residential repair and remodeling and non-
residential construction markets, exposure to commodity price
volatility, and on-going uncertainty about the Euro Zone. The
rating also takes into consideration the limited ability to reduce
long-term debt, due largely to expectations for weak free cash
flow generation over the next 12 to 18 months. However, the lack
of significant debt maturities until 2015 supports the company's
liquidity and gives it time to work toward restoring operating
profitability.

The ratings may be upgraded if the company is able to show
improvement in operating margins such that adjusted EBITA margin
improves to at least mid-single digits on an annual basis,
adjusted EBITA-to-interest expense approaches 2.0x, and adjusted
debt-to-EBITDA falls below 6.5x.

The ratings may come under pressure if adjusted EBITA-to-interest
expense falls below 0.5x or if the company is unable to achieve
adjusted debt-to-EBITDA less than 8.0x. Also, if the company
remains unable to meet its springing fixed charge coverage
covenant in the event that availability under the revolver
approaches the minimum threshold, the ratings could be affected.

The principal methodology used in rating Euramax 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.

Headquartered in Norcross, Georgia, Euramax International, Inc. is
an international producer of value-added aluminum, steel, vinyl
and fiberglass products. For the 12 months ended September 30,
2012, the company generated revenues of $861 million and a net
loss of approximately $50 million.


FANNIE MAE: Sued with Freddie Mac in Maryland for Unpaid Taxes
--------------------------------------------------------------
Fannie Mae (FNMA) and Freddie Mac were sued for unpaid transfer
taxes by a Maryland county, which argued in a federal court filing
that the home-mortgage finance companies can?t claim a government
exemption from property fees, Andrew Zajac of Bloomberg News
reported.

According to the Bloomberg report, Fannie Mae and Freddie Mac
aren?t qualified for the exemption because they have been
federally chartered, publicly traded, private-stock corporations
since March 31, 2003, according to the complaint filed by
Montgomery County yesterday in U.S. District Court in Beltsville,
Maryland.  The companies ?are not and have not been agencies,
departments or instrumentalities of the United States for any time
applicable to the claims made in the action,? according to the
complaint.

The complaint also names the Federal Housing Finance Agency, which
took Fannie Mae and Freddie Mac (FMCC) into U.S. conservatorship
in September 2008.

Fannie Mae and Freddie Mac own or guarantee $5.2 trillion in
mortgages and back more than two thirds of mortgages currently
being originated.

The complaint doesn?t specify potential liability, Bloomberg
noted.

According to Bloomberg, Montgomery County is the latest
jurisdiction to sue Fannie Mae and Freddie Mac to recover transfer
fees.  Suits have been filed by Miami-Dade County and Hernando
County, Florida; Bridgeport, Connecticut; and Montgomery County,
Ohio, the news agency noted.

Don Springmeyer, an attorney on the Maryland case, who said he is
handling similar complaints in six other states including
Tennessee, Kentucky, Georgia, South Carolina, Ohio and
Connecticut, told Bloomberg that taxing jurisdictions could
recover ?somewhere between $500 million and $1 billion.?  The
potential size of recoveries is limited by statutes of limitations
and by the absence of a transfer tax in some states, including
Texas, Mr. Springmeyer said, the report related.

The case is Montgomery County, Maryland v. Federal National
Mortgage Corp., 13-cv-00066, U.S. District Court, District of
Maryland (Greenbelt).

                           About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

Fannie Mae reporte a net loss of $16.85 billion in 2011, a net
loss of $14.01 billion in 2010, and a net loss of $72.02 billion
in 2009.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FIRST DATA: Fitch Affirms B Issuer Default Rating; Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for
First Data Corp. at 'B' and revised the Rating Outlook to Stable
from Negative.

The revision in Rating Outlook reflects the following:

   -- Since 2011, FDC has extended over $6 billion of secured term
      loans due in 2014 to 2017 and beyond. The company has
      approximately $1.5 billion in unsecured notes due in 2015
      which Fitch believes can be reasonably extended and at least
      partially repaid. This has sufficiently extended the window
      the company has to grow EBITDA and look for an opportunity
      to access the public equity markets to effect a
      recapitalization of the company. Importantly, FDC does have
      $2.5 billion in subordinated notes as well as $2.7 billion
      (maturity value) in PIK notes at the parent company due 2016
      which represents the next significant maturity wall.

   -- FDC achieved surprisingly strong EBITDA growth during the
      latest 12-month (LTM) period given numerous economic
      headwinds. Fitch estimates EBITDA of $2.35 billion for the
      LTM period, up 12.2% over the prior year period (up
      approximately 7.5% when excluding the impact lower debit
      network fees had on the business in the LTM). The strong
      EBITDA growth was achieved despite only 3.3% revenue growth
      (on a segment basis which excludes reimbursable expenses
      among other items). FDC has a high fixed cost structure
      which can generate significant operating leverage, positive
      and negative. In recent years management has successfully
      demonstrated its ability to drive operating leverage gains
      (while also reducing overall expenses) that did not
      materialize in the years initially following the leveraged
      buyout in 2007. Fitch estimates leverage at 9.6x currently,
      down from 10.9x a year ago.

Fitch estimates free cash flow (FCF) for the LTM period at $423
million, roughly half of which was generated from working capital
changes. Sustainable FCF of $200 million-plus, though, is stronger
than what Fitch expected at the beginning of the year. When
coupled with modest revenue growth expectations going forward, FDC
could generate enough cash to repay a sizeable portion of its
roughly $1.5 billion in 2015 maturities. Fitch believes that the
2016 maturities represent the next meaningful refinancing wall for
the company. Fitch also believes that it is possible, given FDC's
current growth trajectory, that it could potentially recapitalize
in a public equity offering before those notes need to be
refinanced.

From an operational perspective, Fitch believes core credit
strengths include:

  -- Stable end-market demand with below-average susceptibility to
     economic cyclicality;

  -- A highly diversified, global and stable customer base
     consisting principally of millions of merchants and large
     financial institutions;

  -- A significant advantage in scale of operations and
     technological leadership which positively impact the
     company's ability to maintain its leading market share and
     act as barriers to entry to potential future competitors. In
     addition, FDC's Financial Services business benefits from
     long-term customer contracts and generally high switching
     costs;

  -- Low working capital requirements typically enable a high
     conversion of EBITDA less cash interest expense into cash
     from operations.

Fitch believes operational credit concerns include:

  -- Mix shift in the Retail Services segment, including a shift
     in consumer spending patterns favoring large discount
     retailers, has negatively affected profitability and revenue
     growth and could lead to greater than anticipated volatility
     in results;

  -- High fixed cost structure with significant operating
     leverage would typically drive volatility in profitability
     during business and economic cycles;

  -- Consolidation in the financial services industry and changes
     in regulations could continue to negatively impact results in
     the company's Financial Services segment;

  -- Potential for new competitive threats to emerge over the long
     term including new payment technology in the Retail Services
     segment, the potential for a competitor to consolidate market
     share in the Retail Services segment, and the potential for
     historically niche competitors in the Financial Services
     segment to move upstream and challenge FDC's relative
     dominance in card processing for large financial
     institutions.;

  -- Management is compensated in large part with equity. If FDC's
     outlook continues to deteriorate, the value of this
     compensation could decline considerably, which enhances the
     risk that executives could look to leave the company.
     Management turnover has been an issue for FDC over the past
     few years and additional turnover could be damaging.

From a financial perspective, Fitch believes core credit strengths
include expectations that FDC will use the majority of excess free
cash flow for debt reduction. Credit concerns include a highly
levered balance sheet that results in minimal financial
flexibility and reduces the company's ability to act strategically
in a business that has historically benefited from consolidation
opportunities.

Liquidity as of Sept. 30, 2012 was solid with cash of $470 million
($212 million of which was available to the company in the U.S.)
and $1.46 billion available under a $1.52 billion senior unsecured
revolving credit facility, approximately $500 million of which
expires September 2014 and the rest in September 2016. Fitch
estimates that FDC generated approximately $423 million in FCF
over the LTM period which further adds to liquidity.

Total debt as of Sept. 30, 2012 was $22.7 billion, which includes
approximately $15.6 billion in secured debt, $4.5 billion in
unsecured debt and $2.5 billion in subordinated debt (all figures
approximate). In addition, a subsidiary of New Omaha Holdings L.P.
(the direct parent company of First Data Corp.) has outstanding
$1.75 billion senior unsecured PIK notes due 2016. These notes are
not obligations of FDC and are not consolidated.

For an in-depth review of Fitch's credit analysis and outlook for
FDC, please see the report published June 6, 2012.

Fitch has affirmed the ratings for FDC as follows:

  -- Long-term IDR at 'B';
  -- $499 million senior secured revolving credit facility
     expiring September 2013 at 'BB-/RR2';
  -- $1.0 billion senior secured revolving credit facility
     expiring September 2016 at 'BB-/RR2';
  -- $252 million senior secured term loan B due 2014 at
     'BB-/RR2';
  -- $2.7 billion senior secured term loan B due 2017 at
     'BB-/RR2';
  -- $4.7 billion senior secured term loan B due 2018 at
     'BB-/RR2';
  -- $750 million senior secured term loan B due 2018 at
     'BB-/RR2';
  -- $1.6 billion 7.375% senior secured notes due 2019 at
     'BB-/RR2';
  -- $510 million 8.875% senior secured notes due 2020 at
     'BB-/RR2';
  -- $2.2 billion 6.75% senior secured notes due 2020 at
     'BB-/RR2';
  -- $2 billion 8.25% junior secured notes due 2021 at 'CCC+/RR6';
  -- $1 billion 8.75%/10.0% PIK Toggle junior secured notes due
     2022 at 'CCC+/RR6';
  -- $784 million 9.875% senior unsecured notes due 2015 at
     'CCC+/RR6';
  -- $748 million 10.55% senior unsecured notes due 2015 at
     'CCC+/RR6';
  -- $3 billion 12.625% senior unsecured notes due 2021 at
     'CCC+/RR6';
  -- $2.5 billion 11.25% senior subordinated notes due 2016 at
     'CCC/RR6'.

The Rating Outlook is Stable.

The Recovery Ratings (RRs) for FDC reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of FDC, and hence recovery
rates for its creditors, will be maximized in a restructuring
scenario (as a going concern) rather than a liquidation scenario.
In deriving a distressed enterprise value, Fitch applies a 15%
discount to FDC's estimated operating EBITDA (adjusted for equity
earnings in affiliates) of approximately $2.4 billion for the LTM
ended Sept. 31, 2012 which is equivalent to Fitch's estimate of
FDC's total interest expense and maintenance capital spending.
Fitch then applies a 6x distressed EBITDA multiple, which
considers FDC's prior public trading multiple and that a stress
event would likely lead to multiple contraction. As is standard
with Fitch's recovery analysis, the revolver is fully drawn and
cash balances fully depleted to reflect a stress event. The 'RR2'
for FDC's secured bank facility and senior secured notes reflects
Fitch's belief that 71%-90% recovery is realistic. The 'RR6' for
FDC's second lien, senior and subordinated notes reflects Fitch's
belief that 0%-10% recovery is realistic. The 'CCC/RR6' rating for
the subordinated notes reflects the minimal recovery prospects and
inherent subordination in a recovery scenario.

What Could Trigger A Rating Action

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

  -- Greater visibility and confidence in the potential for the
     company to access the public equity markets.

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

  -- The ratings could be downgraded if FDC were to experience
     sustained market share declines or if typical price
     compression accelerates;

  -- The ratings could also be downgraded if the U.S. economy were
     to experience a sustained recession.


FIRSTFED FINANCIAL: Consummates Chapter 11 Stock Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FirstFed Financial Corp. implemented the Chapter 11
reorganization plan on Jan. 2 that the bankruptcy court in Los
Angeles approved in November by signing a confirmation order.
Holders of $157.8 million in debentures were to receive a recovery
expected to be worth between 16.7% and 24% through distribution of
new stock.  The old stock was canceled.

                     About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank holding
company for First Federal Bank of California and its subsidiaries.
The Bank was closed by federal regulators on Dec. 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.


FLORIDA INSTITUTE FOR NEUROLOGIC: Uses Ch. 11 to Avoid Receiver
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Florida Institute for Neurologic Rehabilitation Inc.
filed a bare-bones petition for Chapter 11 protection after the
bank lender sought appointment of a receiver in state court,
alleging that patients are at risk because of financial problems
and mismanagement.  Lender Regions Bank, owed $31 million on a
real estate loan, hadn't been paid since August.

The Bloomberg News report notes that FINR has been resisting
directives by Florida regulators to move about 50 patients to
other facilities.  Florida officials acted after Bloomberg News,
citing investigative reports released under a court order,
reported a history where caregivers beat patients and goaded them
to fight each other and fondle female employees.

The facility is in Wauchula, about 50 miles (80 kilometers)
southeast of Tampa.

FINR filed no papers along with the three-page printed-form
petition other than a list of creditors.

FINR and Traumatic Brain Education Adult Community Home Inc.,
sought Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 13-00102
and 13-00097) on Jan. 4, 2012.  Craig I Kelley, Esq., at Kelley &
Fulton, P.A., in West Palm Beach, Florida, serves as counsel.
FINR estimated under $50,000 in assets and at least $1 million in
liabilities.  Traumatic Brain estimated under $50,000 in assets
and up to $500,000 in liabilities.


GORDIAN MEDICAL: Has Exclusive Control of Case Until March
----------------------------------------------------------
Gordian Medical, Inc., dba American Medical Technologies, sought
and obtained an extension until Jan. 14, 2013, of the deadline to
file its Chapter 11 plan and disclosure statement.

The Debtor's exclusive solicitation period is extended up to and
including March 5, 2013.

                     About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  Irvine, California-based Gordian Medical provides
supplies and services to treat serious wounds.  The company has
active relationships with and serves patients in more than 4,000
nursing facilities in 49 states with the heaviest concentration of
the nursing homes being in the south and southeast sections of the
United States.

The Debtor estimated assets and debts of up to $50 million.  It
has $4.3 million in cash and $31.1 million in receivables due from
Medicare.

Judge Mark S. Wallace oversees the case.  Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel.  GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GOSPEL RESCUE: DC Judge Clarifies Applicability of Rule 9006(f)
---------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., ruled that Fed.R.Bankr.P.
9006(f) is inapplicable to the computation of the 14-day period in
Rule 4001(c).  The Court's clarifying order was issued after
Gospel Rescue Ministries Of Washington, D.C. Inc., served its Rule
4001(c) motion by regular mail.  Rule 4001(c)(2) provides that a
final hearing on a motion for authority to obtain credit may
commence "no earlier than 14 days after service of the motion."
Rule 9006(f) provides: "When there is a right or requirement to
act or undertake some proceedings within a prescribed period after
service and that service is by mail . . . three days are added
after the prescribed period would otherwise expire under Rule
9006(a)."  Judge Teel noted an issue has arisen whether Rule
9006(f) applies to alter the earliest permissible date for holding
a hearing under Rule 4001(c)(2), but held that he will not apply
Rule 9006(f) to change the earliest date on which the court can
hold a hearing under Rule 4001(c)(2).  A copy of Judge Teel's
Jan. 7, 2013 Memorandum Decision and Order is available at
http://is.gd/9rDigIfrom Leagle.com.

                  About Gospel Rescue Ministries

Gospel Rescue Ministries of Washington, D.C. Inc., filed a Chapter
11 petition (Bankr. D.C. Case No. 12-00405) on May 30, 2012,
estimating assets of $10 million to $50 million and debts of up to
$10 million.  Judge S. Martin Teel, Jr. presides over the case.
Paul Sweeney and the law firm of Yumkas, Vidmar & Sweeney LLC
serve as bankruptcy counsel.

According to the Web site http://www.grm.org, in the heart of
Washington D.C., Gospel Rescue Ministries strives to be a shelter
in the storm of substance abuse, hunger, and homelessness.  GRM is
a non-denominational Christian social service agency that provides
hope, help, and healing to men and women in a variety of ways,
from sheltering the homeless and feeding the hungry, to educating
men and women, healing them from addictions, and providing them
with the vocational skills and spiritual strength to change their
lives.

Michael J. Corttese, the CEO and president, worked at World Bank
Group and International Finance Corp. for 30 years, before joining
GRM as volunteer in 1998.


HAMPTON CAPITAL: Gulistan Carpet Falls Into Chapter 11
------------------------------------------------------
Gulistan Carpet -- an Aberdeen, N.C.-based manufacturer of
residential and commercial tufted carpets -- has filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.

Hampton Capital Partners, LLC, doing business as Gulistan Carpet,
filed its Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-bk-
80015) on Jan. 7, 2013.  The Debtor estimated assets of $10
million to $50 million and liabilities of up to $100 million.

The Debtor is represented by:

         John Paul H. Cournoyer, Esq.
         John A. Northen, Esq.
         NORTHEN BLUE, LLP
         Suite 435
         1414 Raliegh Road
         Chapel Hill, NC 27517
         Tel: 919-968-4441
         Fax: 919-942-6603
         E-mail: jpc@nbfirm.com
                 jan@nbfirm.com

Textile World reported that the company says the filing will allow
it to investigate options to sell the business to a third party or
to complete an orderly wind down of its operations.

The company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.

Textile World related that Gulistan has been impacted by a
slowdown in the residential carpet market resulting from an
extended downturn in the housing industry.  According to company
management, Gulistan "has been making substantial efforts over the
past few years to restructure its debts or to restructure its
business and continue to operate.  The company has engaged in
discussions and negotiations with a private equity group and other
companies in the industry in an attempt to sell Gulistan's assets
as a going concern.  None of these efforts have proved successful
to date," the report related.

Textile World said Bank of America will provide Gulistan with a
debtor-in-possession credit facility to improve liquidity and
provide working capital, and Gulistan has stated it believes it
has sufficient liquidity to operate during Chapter 11 and to
continue providing goods and services to its customers.

"Chapter 11 gives us the best opportunities to maximize the value
of the Gulistan business and its assets," said Phillip Essig, CEO,
Gulistan.  "The Board of Directors, the senior management team and
I would like to express our appreciation for the hard work and
loyalty of our employees. We also want to thank our customers for
their continued support and loyalty."

If Gulistan is unable to find a buyer, approximately 395 full-time
employees will be terminated over the next four months, Textile
World noted.  Specific closure dates have yet to be determined, as
different company operations would cease at different times,
management said, Textile World added.


HAWKER BEECHCRAFT: Seeks Approval of Deal with Pilatus Aircraft
---------------------------------------------------------------
Hawker Beechcraft Acquisition Company filed with the U.S.
Bankruptcy Court a motion to assume the Pilatus Aircraft
Agreement, effective upon the effective date of the Company's
Chapter 11 Plan, BankruptcyData reported.

Under the agreement, the Debtors are obligated to make certain
payments to Pilatus for each aircraft sold that is on the same
type certificate as the "Beech-Pilatus Trainer" aircraft, the
report related.  The agreement also provides, among other things,
a license of certain intellectual property from Pilatus to the
Debtors, the report added.

According to the Debtors, current payments for each T-6 aircraft
sold to the U.S. Government exceed $160,000 per aircraft, and the
Debtors have paid Pilatus nearly $100 million on account of the
Pilatus agreement, BankruptcyData related.

The Court scheduled a January 31, 2013 hearing on the motion.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.


HOWREY LLP: Citi under Double-Barreled Attack Over Loan Programs
----------------------------------------------------------------
When a former Dewey & LeBoeuf partner alleged in August that Citi
Private Bank defrauded him by hiding the now-defunct firm's true
financial state when Citi loaned him money to cover his capital
contribution obligations, it turns out he wasn't the first person
to publicly lodge such accusations at Citi, Sara Randazzo of the
American Law Daily reported.

In the months following the March 2011 demise of Howrey LLP, an Am
Law 100 firm, a pair of former partners of that firm sued Citibank
and one of its executives in San Francisco state court claiming
that the bank had duped them by concealing Howrey's financial
instability as it was arranging capital loan agreements with the
two lawyers, the report related.

Unless a settlement is reached, that suit is scheduled to go to
trial in March, AmLaw Daily noted.  If it does, filings made in
the 16 months since the litigation began that depict a firm
relying on partners' money to stay afloat and a compliant bank
keeping the scheme going -- first reported Tuesday by Reuters --
should provide the basis for some compelling courtroom drama, the
report related.

The plaintiffs in the suit, Stephen O'Neal and David
Buoncristiani, joined Howrey in late 2008 as part of a group of
construction litigators fleeing Thelen, which itself dissolved in
October 2008 and filed for bankruptcy a year later.  Thelen's
failure -- which cost the two men a "significant" amount of
compensation as well as 20 years' worth of capital contributions -
- gave the lawyers a heightened sensitivity to the potential
stability of the firm they were considering joining, according to
their September 2011 suit, the report added.

"O'Neal was Thelen's chairman at the time it collapsed, and knew
that the end came when Thelen breached a loan obligation to Citi.
Which is why, O'Neal says in court papers, he asked Citi
representatives repeatedly once he joined Howrey how the firm was
doing.  According to the suit, he and Buoncristiani were told that
Howrey was well-positioned for the coming months and poised to
prosper despite the recession. What the Citi executives didn't
say, O'Neal and Buoncristiani claim, is that Howrey had already
defaulted on loan covenants in 2007 and 2008, and had borrowed $23
million more than its existing credit line entitled it to in 2009,
again breaching a covenant," the AmLaw Daily report added.

"Once they joined Howrey, O'Neal took out loans totaling $315,000,
and Buoncristiani borrowed $420,000 to cover both an initial
capital contribution and a second capital call required of all
firm partners in spring 2009. The suit does not specify how much
compensation the pair were promised," the report said.

The money, according to the two lawyers, went directly to Howrey,
according to filings related to the suit, and was even used to
back Howrey's own loans to Citi.  The pair argue bluntly: "The
capital contribution loan program permitted Citibank to shift risk
from Howrey to individual partners.?

For its part, Citi claims it did not know about Howrey's 2009 loan
default until May of that year, after the partners had signed
their agreements, and that in any event the bank was under no
obligation to tell them about the firm's financial condition,
AmLaw Daily related.  In court papers, Citi also blames Howrey's
demise on a steady decline in billable hours over a number of
years; a delay in carrying out cost-cutting measures, including
layoffs; and an increase in contingency fee matters, the report
added.

AmLaw Daily related that the former Dewey lawyer, Steven Otillar,
leveled his allegations against Citi when he countersued Citi in
response to a bank-initiated legal action seeking to reclaim
$207,000 Otillar borrowed when he joined Dewey's Houston office in
2011. Otillar, now with Akin Gump Hauer Strauss & Feld, declined
to comment Tuesday on those suits, which are pending in New York
federal court.  Otillar remains the only known former Dewey
partner to be targeted by Citi in a suit.

                         About Howrey LLP

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

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

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

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

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

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


HOWREY LLP: Creditor Defends Bid to Bring Alter Ego Claims
----------------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that an attorney for a
Howrey LLP unsecured creditor on Monday blasted the Chapter 11
trustee's bid to stop a proposed class action targeting hundreds
of equity security holders of the defunct law firm, saying the
creditor has the right to file alter ego claims.

Trustee Allan B. Diamond had argued that the suit would violate
the bankruptcy's automatic stay, but William McGrane, counsel for
Howrey Claims LLC, said the creditor's adversary proceeding would
not breach the automatic stay, the BankruptcyLaw360 report
related.

                         About Howrey LLP

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

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

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

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

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

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


HYDROFLAME TECH: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
HydroFlame Technologies LLC filed with the U.S. Bankruptcy Court
for the Middle District of Louisiana a list of creditors holding
the 20 largest unsecured claims:

                           Type of                Amount of
Company Name              Claim                  Claim
------------              -------                ---------
Adams and Reese           Legal Services         $31,497

ADP Inc                   Payroll Services       $559

Arthur R. Cooper          Loan                   $51,590

Babineaux, Poche, Athony  Legal Services         $2,361
  Slavich LLC

Buchanan Ingersoll &      Legal Services         $941
  Rooney PC

Dinaker Deshini           Unpaid Salary          $15,384

Dr. Dandina N. Rao        Intellectual Property  $881,884

HydroFlame Prodcution LLC Unsec. Notes Payable   $700,000

IPFS Corp.                Insurance Premiums     $10,357

James E. Landry           Unpaid Salary          $50,769

Louisiana Business and    Facilities Rent        $11,451

Mayuri Murugesu           Unpaid Salary          $25,846

Postlewaite & Netterville Tax Return Preparation $1,870

Powertech Industries LLC  Consulting Services    $8,344

Praxair Distributing      Laboratory Supples     $2,209

TRCG Advisors             R&D Tax Return         $5,712

Whitney Bank/Visa- Credit Credit Card Purchases  $56,212

                   About Hydroflame Technologies

Three employees sought to place Baton Rouge, Louisiana-based
Hydroflame Technologies LLC in bankruptcy by filing an involuntary
Chapter 11 petition (Bankr. M.D. La. Case No. 12-11250) on
Aug. 24, 2012.  Barry W. Miller, Esq., at Heller, Draper, Patrick
& Horn, represent the petitioners.

The petitioners assert roughly $23,000 in total claims for unpaid
wages.  The petitioners are James E. Landry of Lafayette, and
Mayuri Murugesu and Dinaker Deshini of Baton Rouge.

According to http://www.hydroflametech.com/HydroFlame
Technologies LLC was established  with the sole purpose of
commercializing the HydroFlame novel direct contact combustion
heat transfer process.  In January 2007, a patent application was
filed by HydroFlame Technologies in the United States and several
other countries to protect the HydroFlame process.  On Aug. 24,
2010, HydroFlame Technologies was issued the U.S. Patent No.
7,780,152 and granted a full 20 years of patent protection. The
Mexican Patent No. 285319 was issued on April 1, 2011.

The Debtor disclosed assets of $1,213,384, and liabilities of
$3,331,980.


INTERFACE SECURITY: Moody's Assigns '(P)B3' CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investor Service assigned a (P)B3 Corporate Family Rating
("CFR") to Interface Security Systems Holdings, Inc. Concurrently,
Moody's assigned a (P)B3 rating to $225 million of proposed senior
secured notes. This is a first time rating for Interface Security
and is based on a proposed new financing. The ratings outlook is
stable.

The following ratings (and Loss Given Default assessment) were
assigned:

- Corporate Family Rating, (P)B3

- Proposed $225 million second lien notes due 2018, (P)B3 (LGD4,
   56%)

Proceeds from the new notes will be used to repay existing
indebtedness, to pay fees and expenses, and for general corporate
purposes. Moody's ratings are provisional and will be converted to
definitive ratings upon closing of the transaction and review of
final documentation. Moody's also expects to assign a B3
Probability of Default rating upon close. Moody's does not rate
Interface Security's existing debt instruments.

Ratings Rationale

The (P)B3 CFR reflects Interface Security's modest revenue base of
approximately $114 million (pro forma for an acquisition) despite
organic revenue growth of 30% in 2011. The ratings are constrained
by a short operating history at the current size and scale,
significant customer concentration, and weak credit metrics
calculated under generally accepted accounting principles (GAAP).
Because of management's strategy to grow the commercial business,
Moody's expects reported free cash flow to remain materially
negative over the next 12-18 months. Interface Security intends to
partially fund installations at new customer locations from
drawings on a proposed $45 million revolver (unrated). Still,
Moody's anticipates at least $20 million of revolver availability
throughout 2013.

If Interface Security were to instead maintain a flat or steady
state recurring monthly revenue ("RMR") base, Moody's estimates
that levered free cash flow would be modestly positive in 2013.
Pro forma debt / RMR of approximately 29 times (excluding
preferred stock) is comparatively lower than debt / RMR at other
single B rated alarm monitoring issuers. The ratings are further
supported by Interface Security's contracted backlog, the steady
and predictable revenue streams provided by subscriber contracts,
and the high mix (greater than 75% of RMR) of commercial revenues
which inherently generate higher average rates per unit ("ARPU")
and lower attrition rates than are typical with residential
subscribers.

The stable outlook reflects Moody's expectation that Interface
Security will maintain an adequate liquidity profile over the next
12-18 months, despite some reliance on the revolver to partly fund
expected double-digit revenue growth. The ratings could be
upgraded if Interface Security can organically grow RMR, improve
GAAP credit metrics and materially improve its liquidity profile
while maintaining debt / RMR and commercial attrition rates at
current levels. The ratings could be downgraded if liquidity
deteriorates, debt/RMR approaches 35 times, ARPU declines
meaningfully, or commercial attrition rates weaken.

The principal methodology used in rating Interface Security
Systems Holdings, Inc. was the Global Business & Consumer Service
Industry 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.

Interface Security provides alarm monitoring and secured broadband
services to approximately 107 thousand customers in the U.S.A. The
company is majority-owned by affiliates of SunTX and reported
revenues of $104 million in the twelve months ended September 30,
2012.


INTERFACE SECURITY: S&P Assigns Prelim. 'B-' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to St. Louis, Mo.-based Interface Security
Systems Holdings Inc.  The outlook is stable.

At the same time, S&P assigned a preliminary 'B-' issue rating
with a preliminary recovery rating of '4' to the company's
$225 million senior secured notes, which indicates S&P's
expectation for (30% to 50%) average recovery for lenders in the
event of default.

The company also plans to issue a $45 million revolving credit
facility (unfunded at closing), which S&P do not rate.  Given the
company's current capital structure, which matures in 2013, S&P
decided to assign preliminary ratings to the company.

"The preliminary rating on Interface reflects the company's
'highly leveraged' financial risk profile, with expected lease-
adjusted pro forma debt to EBITDA of about 9x in 2013," said
Standard & Poor's credit analyst Katarzyna Nolan.  Our assessment
of the company's "vulnerable" business risk profile takes into
account the company's modest scale, its highly competitive
industry, and its concentrated customer base.  Positive factors
include Interface's growing recurring revenue base, as well as its
unique bundled service offering that combines physical security
and secured network solutions and results in above-industry
average revenue per user (ARPU).

Interface provides physical security and secured network services
to approximately 107,000 customer sites in the U.S.  The company's
customers include primarily large, commercial, multisite
customers.  Its physical security solutions include alarm/event
monitoring, interactive video surveillance, managed access control
and fire safety systems.  Interface's secured network services
include secured managed broadband (SMB), payment card industry
(PCI) compliance, and managed digital voice services.

The stable outlook reflects S&P's expectation that the company
will achieve somewhat improved credit metrics from the current
weak levels over the next year through revenue and EBITDA growth.

An upgrade in the next 12 months is unlikely, given the company's
highly leveraged financial profile and our view that it will
continue using debt to finance growth rather than repay debt. S&P
could lower the rating if account creation costs increase or if
industry conditions deteriorate such that the company can't
internally fund attrition, or if its financial covenants under
the revolving facility are stressed.


K-V PHARMACEUTICAL: Files Chap. 11 Plan
---------------------------------------
K-V Pharmaceutical filed with the U.S. Bankruptcy Court a Chapter
11 Plan of Reorganization and related Disclosure Statement,
BankruptcyData reported on Jan. 9.

According to the Disclosure Statement, "The Plan is intended to
enable the Debtors to continue present operations without the
likelihood of a subsequent liquidation or the need for further
financial reorganization. The Debtors believe that they will be
able to perform their obligations under the Plan. The Debtors also
believe that the Plan permits fair and equitable recoveries," the
report related.

The Disclosure Statement also explains, "In full satisfaction,
settlement, release and discharge of the Allowed DIP Claims, on
the Effective Date, all Allowed DIP Claims shall be paid in full
in Cash on the Effective Date from the proceeds of the New First
Lien Term Loan," the report added.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KEOWEE FALLS: Plan Outline Approved; Feb. 26 Confirmation Hearing
-----------------------------------------------------------------
Judge John E. Waites of the U.S. Bankruptcy Court for the District
of South Carolina has approved the disclosure statement explaining
the Chapter 11 plan filed by Keowee Falls Investment Group, LLC,
dated Oct. 19, 2012.

The hearing to confirm the plan is scheduled for Feb. 26, 2013, at
9:30 a.m.  The last day to cast votes on the plan and to lodge
written confirmation objections is Feb. 19.

The Debtor's remaining assets comprise of $165,000 in cash, a
potential recovery on a $16 million unsecured claim in Cliffs
Club's Chapter 11 case, and recovery from loans to related
entities or parties.

With the secured claims paid in full from the approved sale,
unsecured creditors will be paid a pro rata share of the net cash
proceeds.  Equity holders will receive the surplus from any
residual recoveries after unsecured creditors have been paid in
full.

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

     http://bankrupt.com/misc/Keowee_Falls_DS_101912.pdf

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, previously
filed an objection to the disclosure statement, saying it does not
contain "adequate information."

Linda K. Barr, Esq., representing the U.S. Trustee, says the
disclosure statement appears to state that there are no claims
senior to the general unsecured class.  If this statement is
correct, then no amendment needs to be made.  However, if there
are any administrative claims which would deplete the $165,000
available for distribution to the general unsecured creditors,
those administrative claims should be disclosed.

Ms. Barr notes that the disclosure statement provides that the
debtor does not currently intend to pursue preferences, fraudulent
conveyances or other avoidance actions, but fails to state whether
any such actions exist.

According to Mr. Barr, the plan provides for the release of all of
the debtor's representatives, but the disclosure statement fails
to disclose whether there are any potential claims against the
releasees, what consideration the releasees have provided for the
proposed release, or why the releases are necessary for the
success of the liquidating plan.

                        About Keowee Falls

Travelers Rest, South Carolina-based Keowee Falls Investment
Group, LLC filed a Chapter 11 petition (Bankr. D. S.C. Case
No. 12-01399) in Spartanburg, South Carolina, on March 2, 2012.
Bankruptcy Judge John E. Waites presides over the case.
R. Geoffrey Levy, Esq., at Levy Law Firm, LLC assists the Debtor
in its restructuring effort.  Keowee Falls estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

In its schedules, the Debtor disclosed $32,671,753 in
assets and $19,913,844 in liabilities as of the Chapter 11 filing.

The Debtor owned The Cliffs at Keowee Falls South before giving up
the assets to lenders in exchange for $17 million of debt.


LAWRENCE DARWIN MCKAY: Court Converts Case to Chapter 7
-------------------------------------------------------
Bankruptcy Judge Terry L. Myers converted the Chapter 11 case of
Lawrence Darwin McKay to a liquidation under Chapter 7 of the
Bankruptcy Code, at the behest of the United States Trustee.

Lawrence Darwin McKay filed a Chapter 11 bankruptcy petition
(Bankr. D. Idaho Case No. 12-00902) on April 19, 2012.  In
September 2012, the Carmella Adams Trust and Darrell Adams,
individually and as the trustee of that trust, as creditors,
sought to establish a deadline for Mr. McKay to file a proposed
plan and disclosure statement, noting that the Debtor's period of
exclusivity under 11 U.S.C. Sec. 1121(b) had expired on Aug. 17,
2012.  At a hearing on Sept. 24, Mr. McKay stipulated on the
record that he would file his plan and disclosure statement by
Nov. 16, 2012.  No plan or disclosure statement was filed by the
agreed date and, on Nov. 20, the Adams Trust moved to dismiss the
case.

Mr. McKay filed on Dec. 11 an objection to the Motion to Dismiss,
and the next day filed a chapter 11 disclosure statement and
chapter 11 plan.

According to Judge Myers, the Debtor failed to abide by the agreed
deadline, and cause for dismissal or conversion under 11 U.S.C.
Sec. 1112(b)(4)(J) is thus clearly established.

The U.S. Trustee, however, urged conversion based on the scheduled
disclosure of assets, primarily the Debtor's ownership of and
interests in several business entities.  The Adams Trust argued
for dismissal, contending that the businesses might have only
nominal or negligible value.

Judge Myers agreed with the U.S. Trustee that conversion best
serves the interests of creditors and the estate.

A copy of Judge Myers' Jan. 4, 2013 Memorandum of Decision is
available at http://is.gd/jZZsEOfrom Leagle.com.


LBI MEDIA: Moody's Cuts Rating on Sr. Secured Notes to 'Caa1'
-------------------------------------------------------------
Moody's Investors Service repositioned LBI Media Inc.'s
Probability of Default Rating (PDR) to Caa2/LD, from Caa2, to
record the limited default following the company's exchange of
approximately 76% of its 8.5% senior subordinated notes due 2017
for new notes plus warrants at a 40% discount to par and the
exchange of roughly 74% LBI Media Holdings, Inc's 11% senior
discount notes due 2013 (unrated) for new notes at a 60% discount
to par. Moody's also assigned a Caa3, LGD5 - 75% rating to the new
11.5%/13.5% PIK toggle 2nd priority subordinated notes, downgraded
the 9.25% senior secured notes due 2019 to Caa1 from B3 and
downgraded the 8.5% senior subordinated notes due 2017 to Ca from
Caa3. The company's Caa2 Corporate Family Rating (CFR) was
affirmed and the rating outlook remains negative. The downgrade of
the 9.25% senior secured notes reflects the reduced cushion
provided by subordinated debt and the downgrade of the 8.5% senior
subordinated notes reflects their structural subordination to the
new 2nd priority secured notes. The "/LD" designation to the PDR
indicates a limited default occurred as a result of the distressed
exchange. The PDR will revert to Caa2 and the "/LD" designation
will be removed in approximately three days.

  Issuer: LBI Media, Inc.

   Probability of Default Rating: Changed to Caa2/LD from Caa2

Assigned:

  Issuer: LBI Media, Inc.

   NEW 11.5%/13.5% PIK Toggle 2nd Priority Subordinated Notes due
   2020 ($115.2 million outstanding): Assigned Caa3, LGD5 - 75%

Downgraded:

  Issuer: LBI Media, Inc.

   9.25% Senior Secured Notes due 2019 ($220 million
   outstanding): Downgraded to Caa1, LGD3 - 32% from B3, LGD2 -
   27%

   8.5% Senior Subordinated Notes due 2017 (roughly $54.2 million
   outstanding post exchange): Downgraded to Ca, LGD6 - 91% from
   Caa3, LGD5 - 75%

Unchanged:

  Issuer: LBI Media, Inc.

  Corporate Family Rating: Affirmed Caa2

Outlook Actions:

  Issuer: LBI Media, Inc.

    Outlook is Negative

Ratings Rationale

The Caa2 corporate family rating reflects very high leverage with
more than 14x debt-to-EBITDA estimated for December 31, 2012
despite the roughly $70 million reduction in funded debt balances
from the distressed exchange. Ratings also reflect Moody's view
that liquidity remains weak given only partial availability under
the $50 million revolver and very tight EBITDA coverage of
interest expense and capex. The new notes allow the company to PIK
a portion of debt service; however, Moody's expects EBITDA
coverage of interest expense to be approximately 1.0x over the
next 12 months. In addition, $11 million of the remaining 11% sr
discount notes mature in October 2013 putting additional pressure
on liquidity absent completion of pending asset sales. In October
2012, LBI entered into an agreement to sell KTCY-FM (Ft. Worth,
TX) for $6 million and to sell real estate located in Los Angeles
for $13.6 million. The divestitures are expected to close by the
end of 1Q2013 and 2Q2013, respectively. Debt ratings also reflect
uncertainties related to the company's ability to address revenue
deterioration in the radio segment and to capitalize on its
investment in its television network. Despite management's efforts
to restore audience ratings for radio stations and despite
investments in television programming and expanded network reach,
Moody's believes liquidity may be further strained absent
significant margin improvement over the next 12 months and absent
completion of pending asset sales.

On December 31, 2012 the company reduced funded debt balances by
approximately $70 million when $174.6 million (76% of
outstandings) of its 8.5% senior subordinated notes due 2017 and
$30.9 million (74% of outstandings not held by the company) of
holdco's 11% senior discount notes due 2013 (unrated) were
exchanged for a combined $115.2 million of new 11.5%/13.5% PIK
toggle 2nd priority secured subordinated notes due 2020 and $21.1
million of 11% senior notes due 2017 (unrated) plus warrants. As
indicated in Moody's announcement of July 30, 2012, the debt
exchange resulted in a reduction in cushion provided by
subordinated debt and a one notch downgrade in the rating of the
9.25% senior secured notes to Caa1. For the 12 months ended
September 30, 2012, total revenues increased 3.6% compared to
FY2011 as 7.8% revenue growth in television offset a 1% decline in
the radio segment. Despite lower radio revenues, segment EBITDA
grew 9% to $24 million for radio reflecting reductions in SG&A. As
expected, television segment EBITDA decreased from $3.9 million in
FY2011 to an EBITDA loss of ($2.4 million) for LTM September 30,
2012 due primarily to investments in programming intended to
increase audience ratings. Management indicates that its network,
Estrella TV, achieved improved results in the fall ratings season
with an increase over both the May 2012 and November 2011 sweep
periods for key demos during primetime hours.

The negative outlook incorporates Moody's view that,
notwithstanding potential revenue growth for radio or television
operations over the next 12 months, financial leverage will remain
very high, with debt-to-EBITDA ratios remaining above 12x, and
liquidity may weaken further given the need to address the October
2013 maturity of the remaining 11% senior discount notes. Ratings
could be downgraded if the company is unable to sustain a
turnaround of the revenue decline in the radio segment or fails to
improve the performance of the television operations resulting in
further deterioration in liquidity. The outlook could be changed
to stable if free-cash-flow is sustained at 1% or more, 2013 debt
maturities are repaid from cash flow or asset sales, and Moody's
is assured that leverage will no longer increase despite accretion
of the new PIK notes and new discount notes.

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

Headquartered in Burbank, California, LBI Media, Inc. operates
Spanish-language broadcasting properties including 19 radio
stations (14 FM and 5 AM generating 47% of 2011 revenue) and 10
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 40 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, Lenard
Liberman, Oaktree Capital, and Tinicum Capital. The dual class
equity structure provides the Liberman's with 94% of voting
control between Jose Liberman (31%) and Lenard Liberman (63%).
Revenues through the 12 months ended September 30, 2012 totaled
approximately $122 million.


LEHMAN BROTHERS: Stresses Tax Exemptions Amid $6.5B Archstone Sale
------------------------------------------------------------------
Sindhu Sundar of BankruptcyLaw360 reported that Lehman Brothers
Holdings Inc. on Monday sought a bankruptcy court order clarifying
that it will not face government taxes on transfers of securities
and other such transactions with potential buyers, following the
recent announcement of its $6.5 billion sale of apartment
developer Archstone Enterprise LP.

In a motion filed in New York bankruptcy court, the collapsed
investment bank sought the order to alleviate its "administrative
burden" in implementing its third amended Chapter 11 plan, the
report noted.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LIGHTSQUARED INC: LP Lenders Balk at Conflict of Interest
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization of LightSquared Inc. has been
marked by conflicts between the so-called LP lenders pitted
against the company and its owner Harbinger Capital Partners LLC.
A long-simmering dispute was slated to come before the bankruptcy
judge in Manhattan at a hearing Jan. 9.

The lenders want court permission to sue Harbinger over alleged
defects in loans and security interests.  They say they are suing
because "Harbinger is misusing its control over the debtors to
defend against claims that would benefit the estates."

The LP lenders are an ad hoc group holding $1.08 billion of the
$1.7 billion secured borrowing in October 2010 by LightSquared LP.

                      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.


LIGHTSQUARED INC: Lenders Targeting Falcone, Not Company Officers
-----------------------------------------------------------------
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, Joseph Checkler of Dow Jones Daily
Bankruptcy Review reported.

In a Friday filing with U.S. Bankruptcy Court in Manhattan, the
lenders said that while they still want a court to let them
challenge a July 2011 loan Harbinger made to LightSquared , they
don't "at this time" seek any action against LightSquared itself.
In a Dec. 12 filing, LightSquared said it was concerned that its
officers and directors would be targets of the suit.

"Each of [LightSquared 's] arguments is based on a
misunderstanding that the ad hoc secured group seeks standing to
sue directors and officers," the lenders said in their filing.
"The Debtors are wrong."

The lenders, owed more than $1 billion, have said since
LightSquared's May 2012 bankruptcy filing that they thought the
$263.8 million loan was preferential to Harbinger, calling it an
"equity infusion" that was "incorrectly styled" as a loan, the
report added.  The lenders are also seeking to sue a unit of U.S.
Bancorp, the agent on the loan.  Both U.S. Bank and Harbinger are
fighting the request, saying the lenders don't have standing to
sue because they aren't creditors, but rather "creditors of a
creditor."

The lenders, who finally get their day in court on the matter this
Wednesday, say the loan put Harbinger ahead of pre-existing
lenders like themselves, and they want to pursue claims against
Harbinger on behalf of LightSquared since the company itself won't
sue the hedge fund, the news agency said.  The matter has been
pushed back several times over the past few months.

The "ad hoc" lenders, who represent $1.1 billion of a $1.7 billion
loan, plan to say LightSquared was insolvent at the time of the
July 2011 loan from Harbinger, the report related.  The lenders
and Harbinger have also been wrangling in court over what
documents Harbinger should be forced to turn over as part of the
lenders' investigation.

                      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.


LODGENET INTERACTIVE: Moody's Cuts PDR to 'D' After Default
-----------------------------------------------------------
Moody's Investors Service downgraded LodgeNet Interactive
Corporation's Probability of Default Rating (PDR) to D from Ca
following the company's announcement that it failed to make
interest and principal payments of approximately $10 million to
its term loan and revolver lenders on December 31, 2012. The
credit agreement provided a five day grace period to make the
payment but the grace period has expired. LodgeNet's lender group
has agreed to a forbearance agreement until February 5, 2013.

The company is expected to enter into a restructuring plan that
would result in a Chapter 11 bankruptcy filing in the near term
which would extend the maturity date of its debt by five years and
lead to the cancellation of its Series B Preferred stock and
common stock. As part of the plan, LodgeNet has entered into an
investment agreement with Colony Capital, LLC and its affiliate
where Colony and other investors will invest $60 million of new
capital in the company in exchange for 100% of the equity of the
restructured company.

Moody's plans to withdraw all ratings for the company post the
filing of Chapter 11 consistent with the business practice for
companies operating under the purview of the bankruptcy courts
wherein information flow typically becomes much more limited.

A summary of the rating actions:

LodgeNet Interactive Corporation

    Corporate Family Rating, affirmed at Ca

    Probability of Default Rating, downgraded to D from Ca

    Senior Secured Bank Credit Facility, affirmed at Ca; LGD3,
    45%

    Speculative Grade Liquidity Rating affirmed at SGL-4

    Outlook, changed to Stable from Negative

Ratings Rationale

LodgeNet Interactive'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 LodgeNet Interactive's core
industry and believes LodgeNet Interactive'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.

Headquartered in Sioux Falls, South Dakota, LodgeNet Interactive
Corporation (LodgeNet) provides interactive TV services, Network
and Cable TV services, video-on-demand, advertising and video game
entertainment services to the lodging industry and healthcare
facilities. Its revenue for the LTM period ending September 2012
was approximately $379 million.


LYMAN HOLDING: Files Supplemental Schedules of Assets and Debts
---------------------------------------------------------------
Lyman Holding Company filed with the Bankruptcy Court for the
District of Minnesota supplemental schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                       $0
  B. Personal Property                   $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,027,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $86,924,151
                                 -----------      -----------
        TOTAL                            $0      $105,951,151

                        About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


LYMAN HOLDING: Court Approves Cairncross as Real Estate Counsel
---------------------------------------------------------------
Lyman Lumber Company et.al., sought and obtained permission from
the U.S. Bankruptcy Court to employ Cairncross & Hempelmann, P.S.
as special real estate counsel.

The Debtors wish to employ C&H to assist them with respect to
access issues and rail crossing agreements related to the real
property located in Woodinville, Washington.

The Debtors propose that fees be paid on an hourly basis and that
reasonable out-of-pocket expenses be fully reimbursed.  Mr.
Hanna's hourly rate is $325 and other professionals and
paraprofessionals at C&H who may provide services to the Debtors
bill at rates between $140 and $575 per hour.

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

                        About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


MDC HOLDINGS: S&P Assigns 'BB+' Rating to Two Note Classes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and a '3' recovery rating to MDC's $250 million 6% senior
notes due January 2043.  At the same time S&P affirmed its 'BB+'
corporate credit rating on the company and issue-level ratings on
$750 million of debt.  The outlook is stable.

MDC plans to use the proceeds from the offering for general
corporate purposes.  The proceeds will bolster MDC's already
strong liquidity that consists of cash and marketable securities,
which the company could use to fund additional investments in land
and prefund its 2014 debt maturity.

"The ratings on MDC reflect the company's "fair" business risk
profile, which is supported by a homebuilding platform that
operates with a shorter than average inventory position (two-three
years) that is showing some operating leverage as the housing
market continues to recover," said credit analyst George Skoufis.
"MDC has invested in new communities that, in concert with
improving fundamentals, have produced strengthened absorption,
which is driving volume higher to support a return to
profitability.  However, our "significant" financial risk profile
reflects improving, but still weak EBITDA-based credit metrics,
and we assume the company's capital requirements will increase as
the company grows in tandem with a recovering housing market.
We note that until EBITDA levels can more comfortably service
debt, a strong liquidity profile will remain a critical support to
ratings."

"Our stable outlook reflects our view that the company will
maintain a comparatively strong liquidity position as it shifts
toward more aggressive growth.  We further expect the company to
deliver strengthened EBITDA from its smaller, but well positioned
operating platform in the coming two years.  We currently see no
upside to current ratings, given increasing capital needs and
still weak debt-to-EBITDA credit metrics.  We would lower our
ratings if 2013 performance is weaker than we expect and we
conclude that MDC will be unable to achieve lower debt-to-EBITDA
credit metrics that are more consistent with the current rating
(debt-to-EBITDA in the 3x - 4x area) over the next 24 months.


MF GLOBAL: Former Customers Lose Bid to Depose Corzine, Others
--------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Tuesday rejected former MF Global Inc.
customers' request to depose CEO Jon Corzine, Chief Financial
Officer Henri Steenkamp and other executives on customer fund
transfer issues, saying it would overlap with pending
multidistrict litigation against the executives.

The Commodity Customer Coalition Inc., which represents about
10,000 former MF Global customers, sought a court order in
November to compel the executives to provide information about the
commingling of customer funds with those of the broker-dealer's,
the report related.

                       About MF Global

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

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

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

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

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

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


MODERN PRECAST: U.S. Trustee Names Five-Member Creditor's Panel
---------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, has
appointed five unsecured creditors to serve on an Official
Committee in the Chapter 11 bankruptcy case of Modern Precast
Concrete Inc. and its debtor-affiliates.

The members of the Committee are:

  1) Sika Corporation
     Attn: Patrick O'Byrne, Corporate Attorney
     201 Polito Avenue
     Lyndhurst, NJ 07071
     Tel: (201) 508-6828
     Fax: (201) 729-9877
     Email: Obyrne.Patrick@us.sika.com

  2) A L Patterson, Inc.
     Attn: Barry E. Fleck
     300 Ben Fairless Drive
     Fairless Hills, PA 19030
     Tel: (215) 736-2030
     Fax: (215) 736-2652
     Email: BarryF@AlPatterson.Com

  3) Morgan's Welding
     Attn: John Larson
     2121 Brooks Avenue
     Neenah, WI 54956
     Tel: (920) 729-3696
     Fax: (920) 729-3672
     Email: John.Larson@neenahenterprises.com

  4) Essroc Cement Corporation
     Attn: John Michael Josephson
     3251 Bath Pike
     Nazareth, PA 18064
     Tel: (610) 837-2567
     Fax: (610) 837-2560
     Email: Mike.Josephson@Essroc.com

  5) ABE Materials - Easton
     Attn: Stephen Nelson
     c/o Haines and Kibblehouse
     P.O. Box 196
     Skippack, PA 19424
     Tel: (610) 584-8500
     Email snelson@hkgroup.com

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.


NCL CORP: Moody's Reviews 'B2' CFR/PDR for Possible Upgrade
-----------------------------------------------------------
Moody's Investors Service placed NCL Corporation Ltd.'s ratings on
review for upgrade following the company's announcement that it is
pursuing an initial public offering, the proceeds of which will be
used to repay existing debt. This, combined with Moody's view that
the company will continue to improve its operating results, is
expected to result in an improvement in leverage and coverage --
the degree of improvement will depend upon the results of the IPO.
Moody's adjusted debt/EBITDA for the latest 12-month period ended
September 30, 2012 was about 5.9 times.

Ratings placed on review for upgrade:

NCL Corporation Ltd.

Corporate Family Rating at B2

Probability of Default Rating at B2

$450 million 11.75% guaranteed senior secured notes due 2016 at B2
(LGD 3, 45%)

$250 million senior unsecured notes due 2018 at Caa1 (LGD 6, 94%)

$100 million senior unsecured notes due 2018 at Caa1 (LGD 6, 94%)

NCL announced on Jan. 8 that its newly formed parent holding
company, Norwegian Cruise Line Holdings Ltd, launched an initial
public offering for approximately 23.5 million shares and intends
to use the net proceeds to reduce debt. Assuming the mid-point of
the estimated offering price range of $17 per share, net proceeds
would be about $370 million.

The review for upgrade will focus on the degree of improvement in
credit metrics as a result of the IPO, specifically if debt/EBITDA
will decline to 5.25 times, the company's ability to sustain it at
this lower level, as well as overall demand trends for the
cruising sector, and company's ability to generate a solid return
on three new ships set for delivery through 2015.

Any upgrade is not expected to result in a change to NCL's SGL-2
Speculative Grade Liquidity which already considers the lack of
any material long-term debt maturities until 2015 when NCL's $563
million revolver expires and Moody's expectation that NCL will
maintain covenant compliance during the next 12-18 month period as
well as generate positive free cash flow. NCL also has a committed
export financing in place that will be drawn to finance delivery
of its new ships.

The principal methodology used in rating NCL Corporation was the
Global Lodging & Cruise Industry Rating 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.

NCL Corporation Limited, headquartered in Miami, operates 11
cruise ships that offer itineraries in North and South America as
well as Europe. The company has three ships on order for delivery
in April 2013, January 2014 and the fourth quarter of 2015. Net
revenues for the twelve months ended September 30, 2012 was
approximately $1.7 billion.


NEW PEOPLES: Richard Preservati Discloses 16% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Richard G. Preservati and Karen Preservati
disclosed that, as of Dec. 28, 2012, they beneficially own
3,589,999 shares of common stock of New Peoples Bankshares, Inc.,
representing 16.02% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/3Xv05G

                    About New Peoples Bankshares

New Peoples Bankshares, Inc., is a Virginia bank holding company
headquartered in Honaker, Virginia.  New Peoples subsidiaries
include: New Peoples Bank, Inc., a Virginia banking corporation
(the Bank) and NPB Web Services, Inc., a web design and hosting
company (NPB Web).

The Bank is headquartered in Honaker, Virginia and operates 27
full service offices in the southwestern Virginia counties of
Russell, Scott, Washington, Tazewell, Buchanan, Dickenson, Wise,
Lee, Smyth, and Bland; Mercer County in southern West Virginia and
the eastern Tennessee counties of Sullivan and Washington.

According to the Company's quarterly report for the period ended
June 30, 2012, the Company and the Bank are subject to various
capital requirements administered by federal banking agencies.

"The Bank was well capitalized as of June 30, 2012, as defined by
the capital guidelines of bank regulations, however, the Company
continued to be below the minimum capital requirements as a result
of the Tier 1 leverage ratio decreasing to 3.72%, which was below
the minimum requirement of 4.00%.  Subject to the conversion of
the director notes, we expect to return to well-capitalized status
at the holding company level in 2012.  The Company's capital as a
percentage of total assets was 3.27% at June 30, 2012, compared to
3.70% at Dec. 31, 2011."

The Company's balance sheet at Sept. 30, 2012, showed $708.21
million in total assets, $680.10 million in total liabilities and
$28.11 million in total stockholders' equity.


NEW ENGLAND COMPOUNDING: DOJ Wants Chapter 11 Trustee
-----------------------------------------------------
Rachel Slajda of BankruptcyLaw360 reported that the chief
restructuring officer hired by New England Compounding Center to
oversee its liquidation after the pharmacy was linked to a deadly
meningitis outbreak is "hopelessly conflicted" and should be
replaced with a court-appointed Chapter 11 trustee, the federal
government said Tuesday.

The U.S. Department of Justice asked a Massachusetts federal
bankruptcy court to appoint a case trustee to take over NECC's
restructuring, the report related.  The DOJ argued that a trustee
was warranted because of gross mismanagement by the company's
directors before the bankruptcy was filed, the report added.

The NECC, which declared bankruptcy in December, is located in
Framingham, Mass.  The outbreak linked to the pharmacy has killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts, according to the U.S. Centers for
Disease Control and Prevention.


NEWLEAD HOLDINGS: Receives Investment of $236.4 Million
-------------------------------------------------------
NewLead Holdings Ltd. on Jan. 9 disclosed that the Company
received a capital contribution of industrial metal valued at
$236.4 million for a 36.8% equity interest in NewLead.

Michael Zolotas, President and Chief Executive Officer of NewLead,
stated, "this significant investment demonstrates confidence in
the management team and the future of NewLead.  The investment
will provide valuable collateral for loans funding our capital-
intensive activities and provides a solid platform to execute on
our diversified growth strategy."

Upon completion of this transaction, it is expected that NewLead
will have a total of 701,904,963 shares of common stock
outstanding.  NewLead will issue, following NASDAQ's approval,
unregistered shares in exchange for the new investment.  The new
shareholder has agreed, subject to certain limited exceptions, not
to pledge, borrow or dispose of the NewLead shares or otherwise
transfer ownership of the shares until June 30, 2014.  The new
shareholder will not have board representation or other rights.

The value of the industrial metal was established on January 7,
2013 by an independent appraiser.  The foreign currency exchange
rate on January 7, 2013 was used for currency translation.

                      About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.


NORTEL NETWORKS: Delays Hearing to Approve Executive Bonuses
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when Nortel Networks Inc. received an objection from
the U.S. Trustee to approval of $1.875 million in executive
bonuses, the company decided to postpone the hearing that was
scheduled for Jan. 8.

The report relates that if given sanction by the bankruptcy judge
in Delaware, seven top officers would receive $1.1 million while
three executives would be in line for $775,000. The U.S. Trustee
said the bonuses would equal one year's salary.

According to the report, the bankruptcy watchdog for the Justice
Department said the bonus proposal is defective because it gives
no description of how the executives' responsibilities increased
as the liquidation winds down.  She also faulted the proposal for
not laying out each person's individual performance goals that
must be met to qualify for a bonus.

The hearing for bonus approval was rescheduled for Jan. 23.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-
10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


NORTHAMPTON GENERATING: Plan Outline Hearing Set for Jan. 15
------------------------------------------------------------
The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina will convene a hearing on
Jan. 15, 2013, at 9:30 a.m., to consider the final approval of the
disclosure statement explaining Northampton Generating Company,
L.P.'s Plan of Reorganization.  Objections, if any, are due
Jan. 9.

In an ex parte order, the Court conditionally approved the
Disclosure Statement, solicitation procedures relating to plan
voting and confirmation.

Written ballots accepting or rejecting the Plan are due Jan. 9.

According to the Disclosure Statement dated Dec. 21, 2012, the
Plan provides for:

   -- the continued operation and growth of the Debtor's energy
      generating operations;

   -- the cancellation of existing equity interests and the
      issuance of new equity interests;

   -- an equity infusion by the beneficial owners which will
      provide additional liquidity to the Debtor; and

   -- payments to certain creditors.

The estimated recoveries by creditors and interest holders under
the Plan are:

         Claims              Amount of         Estimated
                               Claim           Recovery
         ------              ----------        ---------
Senior Bond Claims           $73,441,496           68%

Junior Bond Claims           $21,788,749            2%

Claim of Horwith              $1,500,000          100%
Leasing Co., Inc.
and Frank and Geraldine
Horwith

Convenience Class                $58,000          100%
Claims

General Unsecured Claims              $0            0%

Debtor Subsidiary Claims        $680,000          100%

Intercompany Claims           $2,937,000          100%

Affiliate Service Claims
and Affiliate
Administrative Claims        $29,840,000            8%

Partnership Interests                               0%

Interests in Debtor
Subsidiaries                                      100%

Under the Plan, on the Effective Date, the reinvesting beneficial
owner will fund to the Debtor to fund investments in the
Reorganized Debtor of $10,000,000 which amount will be sufficient
to fund the costs and expenses of the Plan and will provide the
Reorganized Companies cash on hand, after accounting for payments
made or reserved on the Effective Date, in an amount of not less
than the sum of (i) $3,500,000 plus, (ii) a "Horwith Deferral
Amount".

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/NORTHAMPTON_GENERATING_ds.pdf

                   About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor disclosed $205,049,256 in assets and $121,515,045 in
liabilities as of the Chapter 11 filing.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
the case.


OCALA FUNDING: Sovereign Strikes $9M Deal in Fund Transfer Suit
---------------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that Sovereign
Bank NA has agreed to a $9 million settlement with bankrupt Taylor
Bean & Whitaker Mortgage Corp. subsidiary Ocala Funding LLC over
an allegedly fraudulent $22 million transfer made at the time TBW
was insolvent, Ocala said Monday.

Under the settlement agreement, Ocala and Sovereign will exchange
blanket waivers and releases of all claims and causes of action
that exist or may exist between them up to the date of the
agreement, according to a motion to approve the deal filed by
Ocala, the report related.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean to purchase
loans originated by TBW and selling the loans to third parties,
Freddie Mac.  In furtherance of this structure Ocala raised money
from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp.
and other financial institutions, as secured lenders through sales
of asset-backed commercial paper.  Ocala disclosed $1,747,749,787
in assets and $2,650,569,181 in liabilities as of the Chapter 11
filing.

Taylor Bean was forced to file for Chapter 11 relief (Bankr. M.D.
Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of
fraud by Taylor Bean's former CEO Lee Farkas and other employees.
Mr. Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

Ocala holds 252 mortgage loans with an unpaid balance of $42.3
million as of May 31, 2012.  The Debtor also holds five "real
estate owned" properties resulting from foreclosures.  The Debtor
also holds $22.4 million in proceeds of mortgage loans previously
owned by it that are on deposit in an account in the Debtor's name
at Regions Bank.  It also has an interest in $75 million in cash,
consisting of proceeds of mortgage loans previously owned by the
Debtor, that are in an account maintained by Bank of America, N.A.
as prepetition indenture trustee for the benefit of the
Noteholders.  The Debtor also holds a claim in the current amount
of $1.6 billion against the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over Ocala's case.  Proskauer Rose
LLP and Stichter, Riedel, Blain & Prosser, serve as Ocala's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OXBOW MACHINE: First Amended Plan Outline Fails to Pass Muster
--------------------------------------------------------------
Oxbow Machine Products, Inc., was required by the Bankruptcy Court
to file an amended plan and disclosure statement by Jan. 2.

Bankruptcy Judge Thomas J. Tucker ruled last month that the
Debtor's First Amended Combined Chapter 11 Plan and Disclosure
Statement filed Dec. 19 cannot be given preliminary approval due
to problems that the Debtor must correct.

Among those flaws, the Court said the Debtor must list all of the
claims that are included in the "Allowed Administrative Expenses"
Group, and must estimate the amount of each such claim (e.g.,
Debtor must state that the fees of Debtor's counsel is included in
this Group and Debtor must estimate the amount of such fees).

The Debtor also must correct all typographical errors.  More
importantly, the Debtor must explicitly state who will own the
reorganized Debtor beginning immediately after confirmation, and
who will own the reorganized Debtor if none of the five original
shareholders actually repurchase the stock of the Debtor during
the 60-day post-confirmation option period.

A copy of the Court's Dec. 21, 2012 order is available at
http://is.gd/8NHrzGfrom Leagle.com.

Oxbow Machine Products, Inc., in Livonia, Michigan, filed for
Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 12-47404) on
March 26, 2012.  Judge Thomas J. Tucker oversees the case.
David R. Shook Attorney At Law, PLLC -- ecf@davidshooklaw.com --
serves as the Debtor's counsel.  In its petition, the Debtor
estimated under $10 million in both assets and debts.  A list of
the Debtor's 20 largest unsecured creditors is available for free
at http://bankrupt.com/misc/mieb12-47404.pdf The petition was
signed by Robert C. Tiano, president.


PEMCO WORLD: WAS Sees Confirmation in Near Future
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although WAS Services Inc. received what it called
creditors' "overwhelming support" for the Chapter 11 plan, the
company can only say it hopes the reorganization proposal will be
approved at a confirmation hearing "in the near future."

According to the report, known as Pemco World Air Services Inc.
before the business was sold, the company had a plan-confirmation
hearing set for Dec. 19.  Confirmation was rescheduled for a date
to be determined.  WAS said it is working to resolve objections to
the plan.

The report relates that at a Feb. 22 hearing, WAS will ask the
Delaware bankruptcy judge for a three-month extension until
April 4 of the exclusive right to propose a plan.  Secured lender
Sun Capital Partners Inc. bought the business after a prior sale
fell through.  The disclosure statement told unsecured creditors
they shouldn't expect to recover more than 3% on claims that might
total $72 million.

                         About Pemco World

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15, the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.  The Debtor was renamed to WAS Services Inc. following
the sale.


PENNFIELD CORP: Aims to Keep Chapter 11 Control Pending Sale
------------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that livestock
feed producer Pennfield Corp. is seeking to keep control over its
Chapter 11 restructuring for another 120 days after its court-
approved sale collapsed.

As reported in the Jan. 3, 2012 edition of the TCR, Pennfield
quickly assembled a sale to Cargill Inc. after the first buyer
defaulted on a court-approved purchase agreement.  Cargill is
under contract to pay $8.5 million, compared with $15.6 million
that Carlisle Advisors LLC would have paid had it carried out the
contract.

Pennfield declared Carlisle in default on Dec. 19 under the
contract approved in late November by the U.S. Bankruptcy Court in
Philadelphia.  Pennfield had Cargill under contract a week later.

There will be a Jan. 17 hearing in bankruptcy court both to
conduct an auction and approve a sale to Cargill or whomever
submits a better offer.  Competing bids are due Jan. 15.

                       About Pennfield Corp.

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PINNACLE AIRLINES: Seeks OK for Various Agreements with Delta
-------------------------------------------------------------
Pinnacle Airlines Corp and its wholly own subsidiary, Pinnacle
Airlines, Inc., filed three motions with the Bankruptcy Court
seeking authorization to enter into various agreements with Delta
Air Lines, Inc., the Air Line Pilots Association, International,
and the official committee of unsecured creditors in the Company's
Chapter 11 proceedings, relating to a tentative collective
bargaining agreement with Pinnacle's pilots, incremental liquidity
and an enhanced debtor-in-possession financing with Delta, support
for the Company's plan of reorganization, a restructured fleet,
and amendments to its connection agreements with Delta.  The
agreements, and their material terms, are:

   (1) Sixth Amendment to Senior Secured Super-Priority Debtor-in-
       Possession Credit Agreement

       * increases the amount of post-petition financing available
         to the Company by up to an aggregate principal amount of
         $52 million, of which $22 million is reserved and
         available solely in order to make the Longevity
         Transition Payments required under the Bridge Agreement
         and payments to taxing authorities for employer taxes
         relating thereto

       * extends certain milestone deadlines, including an
         extension of the deadline for the Company to file a plan
         of reorganization and disclosure statement that are
         reasonably acceptable to Delta to Feb. 15, 2013, from
         Jan. 31, 2013

       * modifies modifies certain financial covenant
         requirements.

    (2) Letter of Agreement with Air Line Pilots Association,
        International

        * nine-percent across-the-board wage reduction for
          Pinnacle's pilots, with annual contractual pay rate
          increases of one percent beginning in 2015 through 2019,
          and a lower top of scale wage for captains and first
          officers

        * restructuring of vacancy filling process, elimination of
          certain restrictions on utilizing reserve pilots (the
          long call reserve), changes in assigning and paying open
          time, and a reduction in pay during training events

        * increases in employee contributions for medical
          insurance, reductions in Pinnacle's 401(k) matching
          contributions and the establishment of a profit sharing
          plan

        * modifies certain other work rules and benefits

        * payment of ALPA's reasonable and documented professional
          fees up to $500,000, and specified indemnification for
          ALPA and its members and representatives

        * ALPA granted a non-priority general unsecured claim
          against each of the debtors in the Chapter 11
          proceedings in the amount of $138,556,524

    (3) Bridge Agreement by and Among Pinnacle Airlines Corp., Air
        Line Pilots Association, International, Delta Air Lines,
        Inc., and Pinnacle Master Executive Council

        * commitments by Delta to maintain at Pinnacle no fewer
          than 41 76-seat aircraft and to place and maintain at
          Pinnacle an incremental 40 76-seat aircraft deliveries
          above the current total (subject to certain conditions)

        * establishes enhanced career progression opportunities
          for Pinnacle's pilots with mainline Delta operations

        * provides specified enhanced furlough and pay benefits,
          to be paid by Pinnacle and reimbursed by Delta as pass-
          through costs, to eligible pilots who are furloughed
          from active service during a period commencing from
          entry into the Bridge Order through the six calendar
          months following the removal of the last CRJ-200
          aircraft from Pinnacle's operations

        * provides that the Company will pay an aggregate of
          approximately $20 million to individual pilots on the
          Pinnacle Airlines Pilot Seniority List, ranging from
          $2,000 for pilots with one year of longevity to $26,000
          for pilots with 20 or more years of longevity; Company
          will also pay employer taxes relating thereto

    (4) Restructuring Support Agreement By and Among Pinnacle
        Airlines, Corp., Delta Air Lines, Inc., and the Creditors
        Committee

        * The Company, Delta, and the Creditors Committee each
          agree, subject to certain conditions and termination
          events, and consistent with fiduciary duties, to support
          solicitation, approval, and consummation of a plan of
          reorganization of the Company consistent with terms set
          forth in the term sheet attached thereto.

        * The term sheet for the proposed plan of reorganization
          includes the following terms and conditions:

         () administrative and priority claims other than tax
            claims will be paid in full upon emergence; all
            priority tax claims will be paid in accordance with
            section 1129(a) (9)(C) of the Bankruptcy Code

         () a portion of Delta's claims on account of obligations
            outstanding under the Credit Agreement will convert
            into an exit facility; the remaining balance of the
            DIP Claims will convert into equity in the reorganized
            Company

         () the obligations under the Amended and Restated Credit
            Agreement, among certain of the Debtors, CIT Bank, and
            the other lenders party thereto from time to time,
            will be reinstated

         () holders of other secured claims will receive either
            (a) payment in full in cash (if payment is not then
            due, in accordance with the payment terms of the
            applicable agreement) or (b) delivery of the
            collateral securing their claims

         () a trust will be established and funded by Delta with
            $2.25 million (minus any fees and costs incurred by
            the Creditors Committee in connection with any
            investigation relating to specified causes of action)
            for the purpose of reconciling and making
            distributions on account of all unsecured claims;
            distributions from the Trust will be shared pro rata
            between all holders of unsecured claims (except that
            Delta waives the right to receive distributions on
            account of its unsecured claims)

         () existing equity interests in the Company will be
            canceled

         () broad general Company and third party releases from
            claims (excluding gross negligence and willful
            misconduct) will be granted to Delta, the Creditors
            Committee, the Company and the Reorganized Company,
            including specified affiliates, current and former
            employees, directors, and advisors, subject to
            specified limitations set forth in the Restructuring
            Term Sheet

    (5) Amendments to Delta Connection Agreements among Pinnacle
        Airlines, Inc. and Delta Air Lines, Inc.

        * Delta commits to place and maintain at Pinnacle an
          incremental 40 76-seat deliveries;

        * the new CRJ-900 aircraft will be subject to the same
          lease terms and conditions as the 41 CRJ-900 aircraft
          currently leased from Delta;

        * either: (a) Delta and Pinnacle will agree on a schedule
          for the early termination and return of the 140 leased
          CRJ-200 aircraft under their CRJ-200 flying agreement or
         (b) Delta may provide Pinnacle with 120 days advance
          written notice with respect to early termination and
          return of any CRJ-200 leased aircraft under such
          Agreement; and

        * Pinnacle will not need to comply with aircraft return
          conditions for such CRJ-200 aircraft and shall have no
          liability to Delta with respect to the early termination
          and return of such aircraft (other than related to the
          Pinnacle's intentional or willful misconduct or gross
          negligence).

                       About Pinnacle Airlines

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

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

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

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

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

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


PRESSURE BIOSCIENCES: Has Exchange Agreement with Clayton Struve
----------------------------------------------------------------
Pressure BioSciences, Inc., entered into a Securities Purchase and
Exchange Agreement with Clayton A. Struve, pursuant to which the
Company agreed to exchange an aggregate of 10,000 shares of a
newly created series of preferred stock, designated Series H
Convertible Preferred Stock, par value $0.01 per share for
1,000,000 shares of the Company's common stock, par value $0.01
per share, held by Mr. Struve in a non-cash transaction.  Mr.
Struve originally purchased the common stock from the Company for
$0.8025 per share.  The closing price of the common stock on the
date of the exchange was $0.24.

The Series H Convertible preferred Stock was created by Amendment
to the Company's Restated Articles of Organization, as amended,
filed by the Company with the Secretary of the Commonwealth of
Massachusetts on Dec. 28, 2012.

The holders of Series H Convertible Preferred Stock will be
entitled to receive dividends equal (on an as-if-converted into
shares of Common Stock basis) to and in the same form as dividends
paid on shares of Common Stock.

Upon liquidation, dissolution or winding up of the Company, the
holders of Series H Convertible Preferred Stock will be entitled
to be paid out of the remaining assets of the Company available
for distribution to the holders of Common Stock (on an as-if-
converted into Common Stock basis) on a pari passu basis with the
holders of Common Stock.  The Series H Convertible Preferred Stock
is junior to the shares of the Company's Series D Preferred Stock
and pari passu with the Company's Series G Convertible Preferred
Stock.

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

                        http://is.gd/NkTdgz

                    About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

As reported by the Troubled Company Reporter on March 2, 2012,
Boston-based Marcum LLP, expressed substantial doubt about
Pressure Biosciences' 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 had
recurring net losses and continues to experience negative cash
flows from operations.

The Company's balance sheet at Sept. 30, 2012, showed
$1.91 million in total assets, $2.64 million in total liabilities
and a $730,839 total stockholders' deficit.


QBEX ELECTRONICS: U.S. Trustee Names Three-Member Creditor's Panel
------------------------------------------------------------------
Donald F. Walton, the United States Trustee Region 21, appointed
three creditors to serve on an Official Committee of Unsecured
Creditors in the Chapter 11 case of QBex Electronics Corporation.

The members of the Committee are:

  1) Augusto Aragone
     Ingram Micro Inc.
     2100 NW 88th Court
     Miami, FL 33172
     Tel: 305-593-5900 Ext 43970
     Fax: 305-921-6022
     Email: augusto.aragone@ingrammicro.com

  2) Ricardo Abad - Sr. Manager, Credit Department
     Canon Latin America, Inc.
     703 Waterford Way, Suite 400
     Miami, FL 33126
     Tel: 305-260-7526
     Fax: 305-260-7529
     Email: rabad@cla.canon.com

  3) Jorge Andres Torres
     LG Electronics Colombia LTDA
     Autopista Medellin KM 1,8 Coutado Sur
     Parque Ind.Soro
     Cota (Cundinamarca) Columbia
     Tel: 57-1-587-5436
     Fax: 57-1-587-6240
     Email: jorgeandres.torres@lge.com

                             About QBEX

QBEX Electronics Corporation, Inc., based in Miami, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on
Nov. 15, 2012.  Judge Robert A. Mark oversees the case.  Robert A.
Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson,
P.A., serve as the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.


QR PROPERTIES: Court Rejects Country Club Members' Claims
---------------------------------------------------------
Bankruptcy Judge Melvin S. Hoffman sustained QR Properties, LLC's
objection to 32 proofs of claim arising from country club
membership subscription agreements between the claimants and Quail
Ridge Country Club, LLC, a predecessor to the debtor in ownership
of the Quail Ridge Country Club in Acton, Massachusetts.

According to Judge Hoffman, the disclosure statement in support of
QR Properties' plan of reorganization filed on March 3, 2011,
provides that QR Properties operated the country club, including
the 18-hole golf course, through a lessee known as QR Members,
LLC, during the 2009 and 2010 golf seasons.  The disclosure
statement also indicates that the Debtor would "open and operate
the golf course in 2011."  Thus as of the chapter 11 petition date
and well beyond, the golf course and country club remained in
operation.  Judge Hoffman said the claimants have not alleged --
nevermind offered -- evidence that the country club and its
facilities had ceased operations on the bankruptcy petition date
or thereafter.  So long as Quail Ridge Country Club operates, the
claimants have no claims against QR Properties for a refund of
their membership deposits.

QRCC, a Massachusetts limited liability company, was formed on
Oct. 12, 2000, and thereafter acquired land in Acton to build a
golf course and recreational facility.  QRCC also marketed
membership subscriptions to the public.  Each claimant entered
into a membership subscription agreement with QRCC. In connection
with the agreements, claimants paid membership deposits to QRCC in
amounts ranging from approximately $50,000 to $90,000.  The
agreements provide that pursuant to the bylaws of QRCC, under
certain circumstances, membership deposits are refundable.  The
bylaws include an obligation of QRCC to refund a membership
deposit if QRCC "recalls" a membership.  The bylaws state that
QRCC may not "permanently discontinue operation of the Club and
Club's Facilities without recalling all Memberships." The bylaws
define "Club" as the Quail Ridge Country Club and "Club
Facilities" as "(i) an 18-hole golf course, (ii) a driving range,
(iii) a golf practice facility, (iv) a clubhouse, (v) a Pro Shop,
(vi) swimming pool, (vii) tennis courts, (viii) a fitness room and
(ix) one or more overnight guest rooms."

On Nov. 30, 2011, the Bankruptcy Court granted a motion by QR
Properties to sell the Acton real estate and associated
facilities, including the golf course, to Pulte Homes of New
England LLC pursuant to Sections 363(b) and (f) of the Bankruptcy
Code.

Ronald Dunbar, Jr., Dunbar Law, PC, in Boston, argues for the
claimants.

A copy of Judge Hoffman's Jan. 7 Memorandum of Decision and Order
is available at http://is.gd/3pZAtDfrom Leagle.com.

                     About QR Properties, LLC

Templeton, Massachusetts-based QR Properties, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No.
10-45514) on Nov. 3, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.  The Debtor is represented
by:

          Joseph G. Butler, Esq.
          LAW OFFICE OF JOSEPH G. BUTLER
          355 Providence Highway
          Westwood, MA 02090
          Tel: (781) 636-3638
          E-mail: JGB@JGButlerLaw.com

Mr. Butler was formerly with Barron & Stadfeld, P.C.


RADIAN GUARANTY: Releases Dec. Mortgage Insurance Delinquency Data
------------------------------------------------------------------
Radian Guaranty Inc. on Jan. 9 released data for primary mortgage
insurance delinquencies for December 2012 and for the years ended
December 2012 and 2011, respectively.

The information below regarding new delinquencies and cures is
reported to Radian from loan servicers.  The accuracy of these
reports may be affected by several factors, including the date on
which the report is generated and by the timing of servicing
transfers.


                                                              December
     2012      2011
                                                                  2012
                                                              --------
--------  --------
        Primary New Insurance Written ($ in billions)            $3.85
    $37.1     $15.5
        Beginning Primary Delinquent Inventory                  92,770
  110,861   125,470
        (# of loans)
        ----------------------------------------------------  --------
--------  --------
                                     Plus: New Delinquencies     6,740
   73,517    94,817
        ----------------------------------------------------  --------
--------  --------
                                                 Less: Cures   (4,638)
(61,906)  (77,997)
        ----------------------------------------------------  --------
--------  --------
                                                 Less: Paids   (1,638)
(18,993)  (24,479)
        (including those charged to a deductible or captive)
        ----------------------------------------------------  --------
--------  --------
                                     Rescissions and Denials      (65)
(10,370)   (6,950)
        ----------------------------------------------------  --------
--------  --------
        Ending Primary Delinquent Inventory                     93,169
   93,169   110,861
        (# of loans)
        ----------------------------------------------------  --------
--------  --------


Primary New Insurance Written totals for 2012 and 2011,
respectively, reflect any adjustments to prior monthly reported
NIW numbers.

                       About Radian Guaranty

Radian Guaranty Inc. is the mortgage insurance subsidiary of
Radian Group Inc.

As reported by the Troubled Company Reporter on February 2, 2012,
Standard & Poor's Rating Services lowered its insurer financial
strength ratings on Radian Guaranty Inc., Radian Mortgage
Insurance Inc., and Amerin Guaranty Corp. (collectively Radian MI)
by one notch to 'B' from 'B+'. (Amerin Guaranty is now known as
Radian Mortgage Assurance Inc.) "At the same time, we lowered our
issuer credit rating on Radian Group Inc. to 'CCC' from 'CCC+'.
The ratings on Radian Asset Assurance Inc. -- Radian Group's bond
insurance subsidiary -- are unaffected by this rating action. The
outlook on all Radian-related entities is negative," S&P said.

"According to our rating definitions, an insurer rated 'B' has
weak financial security characteristics.  Adverse business
conditions will likely impair its ability to meet financial
commitments.  We believe that Radian currently fits this
definition," S&P said.

"The high level of losses in the mortgage insurance sector are
occurring in an economy that is struggling to recover and that
continues to exhibit significant weakness in the job and housing
markets.  The lack of significant improvement in payroll
employment levels contributed to high levels of new notices of
delinquency (NODs)," S&P said.


RAHA LAKES: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Raha Lakes Enterprises, LLC, filed with the U.S. Bankruptcy Court
for the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $26,000,000
  B. Personal Property              $107,381
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,737,301
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $369,597
                                 -----------      -----------
        TOTAL                    $26,107,381       $9,106,898

A copy of the Debtor's schedules is available for free at:

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

                          About Raha Lakes
                      and Mehr in Los Angeles

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes estimated $10 million to $50 million in
assets, and $1 million to $10 million in debts.  The petition was
signed by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Calif. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

John Choi, Esq., at Kim Park Choi, in Los Angeles, represents
secured creditor San Pedro Investment, LLC, as counsel.


REID PARK: Plan Docs. Again Amended After Confirmation Denied
-------------------------------------------------------------
In response to the Bankruptcy Court's memorandum denying
confirmation of the Debtor's Fourth Amended and Modified Plan, the
Debtor filed a Fifth Amended and Modified Disclosure Statement in
connection with the Debtor's Fifth Amended Plan of Reorganization
dated Nov. 15, 2012.

The Plan restructures and modifies the mortgage loan encumbering
the major asset of the Debtor, the Doubletree Hotel, and other
creditors.  Debtor proposes to implement its Plan through an
immediate investment of no less than $3,000,000, to be used to
make improvements, renovations and upgrades to the hotel, for
administrative expenses and operating reserves, and to be
held by the Reorganized Debtor in reserve for plan payments, if
needed.  Some of the monies will be used for completion of a
Product Improvement Plan (PIP) required by franchisor.  The
Reorganized Debtor intends to to operate the property as a
Doubletree Hotel.

The investor, HSL Properties, Inc., is providing the $3,000,000
new capital and will become 90% interest holder in the Reorganized
Debtor.  The current owners/principals of the Debtor will not
receive or retain any interest in the Reorganized Debtor.

The Debtor and its new money investor have proposed the following
amendments to its Plan:

   1. New capital contributions are increased from $2.1 million to
      $3 million;

   2. The Hilton PIP will be completed within two years;

   3. Class 16 Debtor's Unsecured Class in this Plan will be paid
      $800,000 on the Effective Date of Plan, plus any recovery
      from preferential transfers and retain a 10% interest in
      Reorganized Debtor;

   4. The new secured debt will be due on sale of the hotel
      property;

   5. The Debtor eliminates removal of due on sale clause;

   6. The Debtor's new Plan proposes to convey 10% of equity in
      reorganized Debtor to unsecured creditors;

   7. If the lender does not make the 1111(b) election the balance
      of its claim will be paid at the end of 10 years from the
      Effective Date of Plan;

   8. If the lender makes the 1111(b) election the balance of its
      claim will be paid at the end of 18 years from the Effective
      Date of Plan;

   9. All Surplus Cash Flow is held until reserves equal
      $2,500,000. Lender holds plan reserves; and

  10. E2 Trading's deficiency claim (like all other under-secured
      claims) should be treated as an unsecured claim.

The exclusive period for Debtor to propose and confirm its Plan of
Reorganization has expired.  Senior Lender WBCMT 2007-C32 South
Alvernon Way, LLC, has filed its own disclosure statement and
plan.  According to the Debtor, that Plan primarily lets lender
take the hotel and property from Debtor, change management at the
hotel, with no provision for local management, decision making
or retaining employees at the hotel.  The debt to the Senior
Lender was estimated as of Petition Datete to exceed $30,000,000.
Pursuant to the Court's finding of value of the Hotel at
$17,000,000, the Senior Lender's claim is not fully secured.

A copy of the Debtor's Fifth Amended and Modified DS is available
at http://bankrupt.com/misc/reidpark.doc375.pdf

         WBCMT 2007-C31 South Alvernon Way LLC's Objection

WBCMT 2007-C31 has objected to Debtor's Fifth Amended Disclosure
Statement, citing that the document fails to contain sufficient or
accurate information for the following reasons:

    * First, Debtor estimates Class 14 general unsecured claims at
$7.1 million and indicates that such claims will receive their pro
rata portion of $800,000.  Yet Debtor fails to note that if Lender
does not make a section 1111(b) election, claims in this class
will total more than $20 million, causing such creditors to
receive less than a 4% distribution.

    * Second, the Fifth Disclosure Statement describes how Class
14 general unsecured creditors will receive a 10% membership
interest in the entity acquiring the Hotel, but fails to
adequately disclose the nature or value of such an interest.

    * Third, the Fifth Disclosure Statement estimates
administrative claims at $50,000.  Yet, Debtor's counsel
acknowledged three months ago that his fees alone in this case
exceed his pre-petition retainer by nearly $175,000.

    * Fourth, the Fifth Disclosure Statement fails to disclose the
current status of HSL's agreements with Hilton, the Hotel's
franchisor.

    * Fifth, the Fifth Disclosure Statement fails to reveal that
Debtor has eliminated the $800,000 Debt Service Reserve for Lender
from its prior plan and how that change will increase the risk of
repayment for Lender.

    * Sixth, the Debtor's contention in the Fifth Disclosure
Statement that "[t]he property continues to meet or exceed its
financial forecast as set forth in Exhibit D" is false.

    * Seventh, the Debtor's discussion of its insider management
company, Transwest Properties, Inc., is inaccurate.

    * Eighth, the Debtor's allegations regarding LNR Partners,
LLC, and its purported involvement with an Embassy Suites hotel
located in Phoenix, Arizona, are irrelevant and have been
dispelled by uncontroverted evidence admitted by this Court in the
related Saunders Hotels, Saunders Rudasill, and Trails End cases.

                   About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms.  It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


REID PARK: Says Lender Plan Outline Devoid of Key Information
-------------------------------------------------------------
Reid Park Properties LLC has filed a limited objection to the
disclosure statement for lender WBCMT 2007-C31 South Alvernon Way,
LLC's Chapter 11 for the Debtor dated Oct. 30, 2012.  The Debtor
tells the Court that the Disclosure Statement filed by the Lender
lacks the following basic information:

   1) Who is WBCMT 2007-C31 South Alvernon Way, LLC, the Plan
      Proponent?

   2) What is current status of Debtor's Disclosure Statement and
      Plan of Reorganization?

   3) How does Debtor's new Plan compare with Lender's Plan?

   4) No history of the Plan Proponent as to its business
      activities in Arizona.

   5) Plan Proponent does not disclose other interests it, the
      loan servicer or its management has in other properties or
      related entities or other properties in Arizona.

   6) Does Plan Proponent, the loan servicer or its management
      own, manage or have liens or encumbrances on other hotels or
      properties in Arizona?

   7) Plan Proponent fails to disclose what other bankruptcy cases
      the Plan Proponent or any of its related entities have been
      involved in the last five years.

   8) Failure to disclose what impact confirmation of the Plan
      Proponent's Plan would have on the employees of the Debtor
      and the impact upon the community.

   9) Failure to disclose Plan Proponent's "Comfort Letter" from
      Franchisor and what effect it would have on the property of
      the Debtor.  In particular, does the Plan Proponent have to
      undertake a PIP upon the change of ownership?

  10) Did Plan Proponent, or loan servicer foreclose or appoint a
      receiver on any hospitality properties in Arizona in the
      last five years?

  11) Did Plan Proponent, or loan servicer close any hospitality
      properties in Arizona in the last five years?

  12) Does Lender have to complete a Product Improvement Plan to
      retain franchise agreement?

In addition, the Debtor says that Plan Proponent appears to be
reserving its rights to object to and not pay any claims it deems
unacceptable.  For example, its treatment of Class 3, 4, 5, 6, 7,
8 and 9 is inconsistent on pages 5-6, and then 20-23, with a
second discussion of various treatments creditor may receive from
lender if lender's plan is confirmed.  Lender should alao explain
why its release language is broader than Debtor's Plan and should
explain alternatives to its Plan.

The Lender states it plans to terminate the existing management
contract with Transwest Properties, Inc., and retain "a
professional hotel management company."  The Plan Proponent does
not discuss what effect this change would have on existing
employees or who the "professional management company" would be
and what experience they have in the Tucson market.  For
example, there proposed management company said all employees
would be terminated and most would be offered new positions for 60
days at possibly a lower pay rate.  This should be explained
in detail.

                 Lender's Plan Dated Oct. 30, 2012

On the Effective Date, the Debtor will transfer all of its assets
over to the Plan Transferee, who will employ a professional hotel
management company to continue operating the Hotel as a DoubleTree
Hotel.  All distributions to Creditors will be made from the
Effective Date Cash or cash contributed by the Lender.

All of the Lender's collateral, including the Hotel and all
related personal property, will be deeded and/or otherwise
transferred on the Effective Date to the Plan Transferee, which
will be an entity designated and controlled by the Lender.

The Plan Transferee will receive the Hotel and all related
personal property subject to the Class 2 Lender Secured Claim and
will arrange for a professional hotel management company to
continue operating the Hotel as a DoubleTree hotel pursuant to the
Lender's Comfort Letter with Franchisor.

Each holder of an Allowed Class 10 General Unsecured Claims,
estimated to total $7,111,790.56, will receive a 10% distribution
of the total amount of the allowed Claim on the the Effective
Date, plus a pro rata distribution of any net proceeds from the
Avoidance Actions.

Class 11 Insider Claims, estimated at $2,799,090.77, will not
receive any distribution.

Class 12 Interests will be extinguished under the Plan and will
not receive any distributions.

A copy of the Lender Disclosure Statement is available at:

      http://bankrupt.com/misc/reidpark.lenderds.doc365.pdf

                   About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms.  It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.




RESIDENTIAL CAPITAL: To Make Annual Incentive Plan Payments
-----------------------------------------------------------
In order to maintain stability in their workforce and thereby
preserve the value in their operating platforms, Residential
Capital and its affiliates have sought to maintain their
employees' benefits as they existed before the bankruptcy filing,
including the Residential Capital, LLC Annual Incentive Plan.
Approximately 3,000 employees are eligible to participate in the
AIP, including the 185 individuals who were also identified to
participate in the Debtors' Key Employee Incentive Plan and Key
Employee Retention Plan.

During the hearing on June 12, 2012, on the final order approving
the Debtors' Wages Motion, the Debtors advised the Court and
parties-in-interest that they intended to continue administering
the AIP during the Chapter 11 cases.  However, pursuant to their
agreement with the Official Committee of Unsecured Creditors, the
Debtors agreed to come back before the Court and obtain approval
of payments under the AIP.  The Debtors now seek the Court's
permission to make those cash payments so that they can adhere to
their customary practice of delivering AIP payments to their
employees in mid-February as well as address this issue before
the close of the asset sales.

The Debtors now seek authority from Judge Martin Glenn of the U.S.
Bankruptcy Court for the Southern District of New York to
distribute payments under the ResCap AIP to the eligible employees
so long as (i) the KEIP Participants do not receive more than 70%
of the awards they received for their services in 2011 and (ii)
the KERP Participants and all other eligible employees do not
receive more than the award amount they received for their
services in 2011.

Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York,
explains that like most financial services companies, a portion
of the overall take-home pay for three out of four of the
Debtors' employees is delivered at year's end, and for certain of
those employees, these year-end awards comprise a significant
portion of their annual compensation, which is between 33% to
58%.  In the Debtors' case, that variable element of take home
pay is derived from the AIP.  The award amount is based on a
manager's evaluation of the employee's performance and their
overall contribution to the business.  Mr. Lee says the Debtors
have utilized this compensation model for the past 20 years in
order to motivate their employees to perform at optimal levels
and reward them for their efforts.

The Compensation Committee of the Debtors' Board of Directors, in
an exercise of their reasonable business judgment, authorized the
Debtors' business leaders to utilize a funding pool equivalent to
93.6% of the 2011 AIP funding pool amount in order to provide
awards to the approximately 3,000 eligible employees -- a funding
level lower than in years past, Mr. Lee notes.  Before making its
decision, the Compensation Committee considered the funding
recommendation of the Debtors' Chief Executive Officer and also
consulted with outside advisors as to the propriety of the
funding levels for specific categories of employees, Mr. Lee
adds.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

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

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


RESIDENTIAL CAPITAL: Committee May Sue Wells Fargo, U.S. Bank
-------------------------------------------------------------
Judge Martin Glenn authorized the Official Committee of Unsecured
Creditors in Residential Capital's cases to prosecute, on behalf
of the Debtors, claims against U.S. Bank, National Association, as
indenture trustee for the junior secured noteholders, and Wells
Fargo Bank, N.A., as collateral agent for the junior secured
noteholders.  The Committee has until Feb. 28, 2013, to file a
complaint against U.S. Bank and Wells Fargo.

In its motion seeking approval to pursue the suits, the Committee
said that a successful prosecution of the claims against US Bank
and Wells Fargo may yield hundreds of millions of dollars for
unsecured creditors.  Stephen D. Zide, Esq., at Kramer Levin
Naftalis & Frankel, LLP, in New York, asserts that the Debtors
cannot pursue this litigation because, among other reasons, they
already stipulated to an expansive definition of the collateral
securing the Junior Secured Notes and agreed to waive the claims
at issue.  This, Mr. Zide asserts, is a classic situation in which
a creditors' committee is the only independent fiduciary that can
properly act for the estates and thus should be granted standing
under In re STN Enters., 779 F.2d 901 (2d Cir. 1985), as the
Debtors themselves recognized by notifying the Committee that they
consent to standing.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

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

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


RESIDENTIAL CAPITAL: RFC, et al., Amend SOFA for 90-Day Transfers
-----------------------------------------------------------------
Five debtor-affiliates of Residential Capital, LLC, amended their
statements of financial affairs to disclose payments or transfers
made to creditors 90 days before the Petition Date and payments
or transfers made to insiders 100 days before the Petition Date.

Copies of the Amended Statements are available for free at:

   * GMACR Mortgage Products, LLC
     http://bankrupt.com/misc/gmacrdec11sofa3b.pdf

   * GMAC Residential Holding Company, LLC
     http://bankrupt.com/misc/gmacresdec11sofa3b.pdf

   * Passive Asset Transactions, LLC
     http://bankrupt.com/misc/passivedec11sofa3b.pdf

   * Residential Consumer Services, LLC
     http://bankrupt.com/misc/rescondec11sofa3b.pdf

   * RFC Asset Holdings II, LLC,
     http://bankrupt.com/misc/rfcassdec11sofa3b.pdf

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

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

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


RESIDENTIAL CAPITAL: Burnett Files Suit vs. GMAC Mortgage
---------------------------------------------------------
Conrad P. Burnett filed an adversary proceeding against Debtor
GMAC Mortgage, LLC, asking the Bankruptcy Court to determine
dischargeability of a debt.

According to the complaint, GMAC alleges to control a certain
trust which operated under RALI 2006QS5 and managed by trustee
Deutsche Bank Trust Company and in concert with Susan Turner, an
employee of GMAC.  From Aug. 25, 2009, GMAC held in its
possession 100% ownership of certain number of shares of
Residential Funding Company, LLC common stock evidenced by a
certificate in the name of Mr. Burnett, who endorsed the
certificate to GMAC as security for a loan.  Mr. Burnett,
however, discovered that GMAC has sold the shares, collected the
proceeds and willfully and maliciously converted those proceeds
into its own use.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

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

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


RG STEEL: Still Studies Strategies to Exit Chapter 11
-----------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend the Debtors' exclusive
periods to file a plan or plans and solicit acceptances of the
plan or plans until April 26, 2013, and June 25, 2013,
respectively.

The Debtors relate that they have not yet had the opportunity to
analyze fully all issues related to a potential plan filing.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RG Steel has sold most of the assets, fully paid
first-lien debt from the proceeds, and paid off financing for the
bankruptcy.

The exclusivity hearing will be held Feb. 26 in U.S. Bankruptcy
Court in Delaware.

The company said it is still studying the "viability of different
exit strategies."

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Sale of Mineral Rights to Mineral Acquisition Closes
--------------------------------------------------------------
Pursuant to the Court's Order establishing procedures for the sale
or abandonment of excess assets without the need for further court
approval, RG Steel Wheeling, LLC, served notice Oct. 2, served
notice to the Bankruptcy Court that on Nov. 2, 2012, the sale of
certain mineral rights of RG Steeling Wheeling located in Brooke
County, West Virginia to Mineral Acquisition Company I, L.P., was
consummated.  Pursuant to the Letter Agreement, the Assets were
sold for $2,800,000.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Wants to Pay Prepetition Claims of Trial Experts
----------------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware for authorization to pay prepetition
claims of trial experts totaling $81,039.90 in connection with the
Complaint filed by a predecessor of RG Steel in the U.S. District
Court for the District of Maryland against Kinder Morgan Bulk
Terminals, Inc., for negligence and breach of contract following
the loss of the No. 4 Bridge Crane and related damages.  RG Steel
asserts that the overall monetary damages resulting from the
collapse of the Bridge Crane are in excess of $20 million.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Harvey Goodman Approved as Broker for Colorado Assets
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
WP Steel Venture LLC, et al., to employ Bray Commercial as broker
in connection with the listing and sale of certain of the Debtors'
real property located in Colorado.

Bray will carry out a unique function and will use reasonable
efforts to coordinate with other professionals retained in the
cases to avoid unnecessary duplication of services.

Bray will receive a commission of up to 6% of the gross purchase
price upon the sale of the real property.

To the best of the Debtor's knowledge, Bray does not hold or
represent an interest adverse to the Debtors' estates.

The Court has also approved the employment of Harvey Goodman
Realtor/HGR Commercial as broker.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as it's financial
advisor.


RG STEEL: Goes After $100M in Flurry of Clawback Suits
------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the remnants of RG
Steel LLC on Monday began unleashing hundreds of lawsuits aimed at
clawing back more than $100 million in alleged preferential
payments made to creditors immediately prior to the defunct
steelmaker's bankruptcy filing.

By Tuesday, the estate of RG Steel Sparrows Point LLC -- which
operated the steelmaker's largest mill in Baltimore before it was
sold for scrap in bankruptcy -- had filed nearly 300 of the so-
called preference actions in Delaware bankruptcy court, the report
related.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RITZ CAMERA: Reduced Work Load for Weinsweig Amid Wind-Down
-----------------------------------------------------------
Ritz Camera & Image, L.L.C., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a second
supplemental motion to modify the term of WeinsweigAdvisors'
employment and waiving certain requirements of Local Rule 2016-2.

The Debtors employed WeinsweigAdvisors LLC to provide chief
restructuring officer, Marc Weinsweig and certain temporary
employees.

According to the Debtor, the first supplemental motion covered the
period from Sept. 12, 2012, until Dec. 11, which sought to modify
the terms of the WeinsweigAdvisors' compensation to adequately
compensate WeinsweigAdvisors for the work ahead of them in the
liquidation of additional asset and overseeing an orderly wind-
down of the Debtors' estate.  The Company was not sold as a going
concern at the Sept. 6, 2012 main auction.  As a result,
WeinsweigAdvisors was required to commit additional resources and
spend substantially more time in winding down the estates.

The second supplemental letter provides for a reduction of
services and related compensation terms for WeinsweigAdvisors.

Pursuant to the second supplemental letter, the scope of services
include, among other things:

   -- update weekly cash flow budget and monitor short-term cash
      flow;

   -- complete monthly operating reports; and

   -- update financial statements for trailing postpetition
      invoices.

The compensation for the services of Mr. Weinsweig, well as the
temporary employees, Jon Fick, Charles Reeves, and Ed Tedeschi,
will consist of these weekly fees:

         Dec. 12 to Dec. 28                   $35,000
         Dec. 29, to Jan. 15                  $15,000
         Jan. 16, to Jan. 31                  $10,000

The Debtors have also agreed to certain indemnification
provisions.

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sold digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  When it filed for bankruptcy,
Ritz Camera intended to shut 128 locations and cut its staff in
half.  Included in the closing are 10 locations in Maryland and 4
in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in
liabilities as of the Chapter 11 filing.  The Debtors owe not less
than $16.32 million for term and revolving loans provided by
secured lenders led by Crystal Finance LLC, as administrative
agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. DeAngelis, U.S. Trustee for Region 3, pursuant to
Section 1102(a)(1) of the Bankruptcy Code, appointed six persons
to Official Committee of Unsecured Creditors.


RITZ CAMERA: Jan. 15 Hearing on Case Conversion
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Jan. 15, 2013, at 10 a.m.. to consider Ritz
Camera & Image, L.L.C., et al.' request to convert their Chapter
11 case to one under Chapter 7 of the Bankruptcy Code.
Objections, if any, are due Jan. 8, at 4 p.m.

As reported in the Troubled Company Reporter on Dec. 27, 2012, the
Debtors said that the going out of business sale concluded on
Oct. 31, 2012, at which time the Debtors ceased all ongoing
business operations other than those necessary and appropriate for
the wind-up of their affairs and the pursuit efforts to liquidate
the remaining assets of the Debtors' estates.

The proceeds of the GOB sales and sales relating to certain of the
Debtors' other assets have been used, among other things, to fund
the Debtors' operations during the postpetition period and to pay
down the obligations to the Debtors' secured lender, Crystal
Financial LLC.

The Debtors related that due to the illiquid nature of their
remaining assets -- a warehouse located in Topeka, Kansas and
certain substantial and complex litigation claims -- they have
determined that the best interest of all creditors will be best
served by converting the cases.  The Debtors said the Chapter 7
trustee may complete the orderly liquidation of the remaining
assets to maximize recoveries while reducing the continuing costs
of the administration of the estates.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sold digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  When it filed for bankruptcy,
Ritz Camera intended to shut 128 locations and cut its staff in
half.  Included in the closing are 10 locations in Maryland and 4
in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in
liabilities as of the Chapter 11 filing.  The Debtors owe not less
than $16.32 million for term and revolving loans provided by
secured lenders led by Crystal Finance LLC, as administrative
agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. DeAngelis, U.S. Trustee for Region 3, pursuant to
Section 1102(a)(1) of the Bankruptcy Code, appointed six persons
to Official Committee of Unsecured Creditors.


RIVIERA DRILLING: Court Confirms Plan Proposed by Gunnison Energy
-----------------------------------------------------------------
Bankruptcy Judge Howard R. Tallman confirmed the Chapter 11 plan,
as amended proposed by Gunnison Energy Corporation for Riviera
Drilling & Exploration Company.  The Amended Chapter 11 Plan was
filed Aug. 31, 2012.

The Court held that GEC's Plan is feasible, proposed in good
faith, and meets the applicable requirements of Sections 1129(a)
and (b) of the Bankruptcy Code.  The Court rejected the
confirmation objection filed by Thurner Parties.

The Court also denied the request of the Chapter 11 trustee to
convert the case to a liquidation in Chapter 7.

Riviera Drilling and Exploration Company owns 43.5% of the
operating rights related to certain oil and gas leases located in
the "Ragged Mountain" area in Gunnison and Delta counties,
Colorado.  Riviera Drilling is owned and operated by Scott Thurner
and his sons, Jacob and Samuel Thurner.  The remaining interest in
the leases is primarily owned by the Thurner Parties -- Jacob
Thurner, Thurner Explorations, Thurner Heat Treating Inc., Thurner
Industries, Inc., Robert E. Thurner Family Trust, Doris Thurner
Family Trust, 350 Saint Paul, LLC, and Scott Thurner.

Gunnison Energy Corporation and other entities -- referred to as
"SG" -- are the record title lessees of a small portion of the
leases, and they own a gas transportation system, the Ragged
Mountain Pipeline that they use to transport gas from the leases
to market.  The SG entities also include SG Interests I, Ltd., SG
Interests VII, Ltd., and Margan Investments, LLC.

Riviera Drilling also uses the Pipeline to transport its gas to
market.

In November 2008, Riviera Drilling sued GEC and SG in the United
States District Court for the District of Colorado, alleging
certain antitrust violations, but the suit was ultimately
dismissed for the failure of Debtor to obtain counsel.  Riviera
Drilling filed for Chapter 11 as a small business (Bankr. D. Colo.
Case No. 10-11902) on Feb. 2, 2010.  The Debtor employed Kutner
Miller Brinen, P.C., as bankruptcy counsel.

On Aug. 2, 2010, Riviera Drilling filed its first Chapter 11 Plan
of Reorganization.  GEC filed a motion to convert to Chapter 7 on
Aug. 31, 2010, and Riviera Drilling filed an Amended Plan on Nov.
29, 2010.

On Dec. 16, 2010, the Court denied GEC's motion to convert, and
ordered the appointment of the Chapter 11 Trustee, Kevin Kubie.
Approximately a year later, after extensive negotiations, the
Chapter 11 Trustee and the Thurner Parties agreed to sell 100% of
the lease interests at auction, with a reserve minimum bid to
account for underlying tax obligations that had to be recovered.
At the auction, SG had the highest bid of roughly $3 million, but
the auction failed because the bid was significantly below the
minimum bid amount.

The Chapter 11 Trustee then filed an adversary proceeding against
the Thurner Parties and on June 14, 2012, filed a motion to
convert to Chapter 7.  Thereafter, GEC filed its own Plan and
disclosure statement.  The disclosure statement was approved and
the Plan was noticed for confirmation hearing, which drew
objections from the Thurner Parties.

The Thurner Parties have filed unsecured claims totaling in excess
of $36 million.

An objection to confirmation also was filed by the United States
on behalf of the Department of Interior, Office of Natural
Resources Revenue, and the Bureau of Land Management.  The
objection has since been withdrawn.

A copy of the Court's Dec. 19, 2012 Order is available at
http://is.gd/rLxUPFfrom Leagle.com.


ROCK ENERGY: Has Forbearance with Maximilian Until March 1
----------------------------------------------------------
American Patriot Gold, LLC, a wholly owned subsidiary of Rock
Energy Resources, Inc., signed a forbearance agreement and Rock
Energy signed a share transfer agreement with Maximilian Investors
LLC.  Pursuant to the Forbearance Agreement, Maximilian agreed to
forbear from exercising its rights and remedies under the Loan and
Security Agreement dated as of Dec. 14, 2011.

American Patriot and Rock Energy, together with their joint
venture partner, Red Arrow Gold Corporation, are parties to the
Loan Agreement, pursuant to which a current total of approximately
$9,000,000 has been borrowed and dedicated over the past 12 months
to the development and operations of the Red Arrow Mine in Mancos,
Colorado.

In order to obtain the Lender's forbearance in light of the
existing defaults, Rock Energy signed the Share Transfer Agreement
with the Maximillian, transferring all of its ownership interests
in Santa Maria Pacific Holdings LLC, a California based oil and
gas company, with a potential value in excess of $3,000,000, to
the Lender.

American Patriot is required to repay to Rock Energy the value of
this asset by virtue of an intercompany, Subsidiary-Parent
account.  Provided that there are no further events of default,
Maximilian agreed to a forbearance period through March 1, 2013,
with the resumption of interest payments to begin on April 1,
2013.  As conditions to the Forbearance Agreement, American
Patriot agreed to provide to Lender weekly and monthly work,
expense and progress reports on the operations of the Red Arrow
Mine and permit core samplings by Maximilian's experts; in
addition, American Patriot agreed to send all proceeds generated
from the sale of minerals, including from gold sales, to the
Maximilian's Blocked Account, as originally required under the
Loan Agreement; in order to reduce the current interest rate to
14%, American Patriot must pay Maximilian $150,000 on or before
March 1, 2013, provided those funds are not part of any Red Arrow
Mine Proceeds.

A copy of the Forbearance Agreement is available at:

                        http://is.gd/a4Bkz1

                         About Rock Energy

Houston-based Rock Energy Resources, Inc., an independent oil and
natural gas company, explores, develops, and produces natural gas
and crude oil properties in the United States.

Rock Energy reported a net loss of $8.02 million for the nine
months ended Sept. 30, 2012, compared with a net loss of$729,493
for the same period during the prior year.  The Company's balance
sheet at Sept. 30, 2012, showed $5.60 million in total assets,
$12.89 million in total liabilities and a $7.28 million total
stockholders' deficit.


RUBY TUESDAY: Has $15.1 Million Net Loss in 2nd Qtr. Ended Dec. 4
-----------------------------------------------------------------
Ruby Tuesday, Inc. on Jan. 9 reported financial results for the
fiscal second quarter ended December 4, 2012.

Results for second quarter 2013 compared to second quarter 2012
include:

-- Same-restaurant sales increased 0.3% at Company-owned Ruby
Tuesday restaurants

-- Restaurant-level operating margin of 16.1%, compared to 14.4%
for the prior year, an improvement of 170 basis points primarily
driven by cost savings

-- Net loss of $15.1 million, or net loss of $4.6 million
excluding the following: 1) Pre-tax impairment charges of $16.9
million incurred due to our decision to close and exit the Marlin
& Ray's and Wok Hay concepts, close two Company-developed Lime
Fresh restaurants, and seek a buyer for the Truffles Grill concept
which we currently license, and 2) CEO transition expenses of $0.4
million primarily related to search fees.  This compares to the
prior-year net loss of $2.0 million.

-- Diluted loss per share of ($0.24), or diluted loss per share of
($0.07) excluding the impact of the items noted above, compared to
diluted loss per share of ($0.03) for the prior year

JJ Buettgen, President and CEO, commented, "I am honored and
excited to be leading this great company and look forward to
working with the Board and the management team to drive profitable
sales growth and create significant shareholder value going
forward.  We were pleased to report our second consecutive quarter
of positive same-restaurant sales in this challenging economic
environment and are intently focused on consistently and
profitably growing same-restaurant sales at our Ruby Tuesday
concept.  However, given the uncertain and volatile consumer
spending environment, as well as the level of competitive
intensity we have seen in the restaurant sector over the last
several months, we are projecting approximately flat same-
restaurant sales for the year.

Over the last several weeks I have been working with the Board and
the senior management team to shape our long-term vision for the
Company.  Based on a significant amount of discussion and
analysis, and a clear understanding that driving profitable same-
restaurant sales at Ruby Tuesday is our first and most critical
priority, we have decided to close our 13 Marlin & Ray's
restaurants immediately.  While this was a difficult decision to
make, we have determined the Marlin & Ray's brand is not an
optimal conversion vehicle for us going forward.  For similar
reasons, we also have decided to close and exit our one Wok Hay
restaurant and seek a buyer for our two licensed Truffles Grill
restaurants.  Additionally, based on experience gained since our
initial involvement in Lime Fresh, we have decided to close two
Company-developed Lime Fresh restaurants that we have determined
to be outside our updated site selection criteria for the concept.
As we make these difficult decisions, we want to let the team
members of these closed restaurants know that we appreciate their
passion and commitment and we are working to ensure the employees
affected by these planned closures are given opportunities at
other Ruby Tuesday or Lime Fresh restaurants.

In addition to the aggregate pre-tax impairment charges of $16.9
million incurred in the second quarter in connection with these
decisions, we will also incur an estimated $2.0-$5.0 million in
pre-tax lease reserves and other charges in the third quarter.
Exiting these concepts will enable us to optimally allocate our
time, capital, and resources to focus on the successful sales
turnaround at our Ruby Tuesday restaurants, in addition to
creating value with our Lime Fresh fast casual concept going
forward. While these decisions are difficult, we are convinced
that this action is appropriate, timely, and beneficial longer
term to our shareholders."

Other highlights from our second quarter results include:

-- Total revenue decreased 1.0% from the prior-year primarily due
to the permanent closure of 29 Company-owned Ruby Tuesday concept
restaurants over the prior year, slightly offset by the same-
restaurant sales increase at the Ruby Tuesday concept and unit
growth of the Lime Fresh and Marlin & Ray's concepts

-- Same-restaurant sales for domestic franchise restaurants
increased by 0.2%

-- Opened two Company-owned Lime Fresh restaurants during the
quarter and now have 17 Company-owned and five franchised
locations, with our Company-owned restaurant count being
subsequently reduced to 15 as a result of our planned closures

-- Permanently closed two Company-owned Ruby Tuesday restaurants

-- Domestic and international franchisees opened one and closed
two Ruby Tuesday restaurants

-- RT Midwest Franchise successfully emerged from bankruptcy
subsequent to the quarter end and is now operating 11 Ruby Tuesday
franchised restaurants

-- Repurchased 2.4 million shares of common stock at an average
price of $7.33 per share during the quarter. Subsequent to quarter
end, we repurchased an additional 400 thousand shares at an
average price of $7.91.

-- Repurchased $11.5 million of high yield bonds at a 5% discount
to par, resulting in a pre-tax gain of $0.6 million

-- Closed sale leaseback transactions on five restaurants during
the quarter resulting in $11.7 million of gross proceeds.
Subsequent to the end of the quarter, we closed sale leaseback
transactions on an additional two restaurants resulting in $4.7
million of gross proceeds.  Since the third quarter of fiscal
2012, we have completed sale leaseback transactions on 26
restaurants, resulting in $58.9 million of gross proceeds.

-- Total capital expenditures were $12.1 million

-- Total book debt of $309 million at the end of the second
quarter compared to $342 million for the prior-year quarter, a
decrease of $33 million.  Additionally, we had $26 million of cash
on the balance sheet at quarter end compared to $9 million in the
prior year.

Share repurchase authorization

On January 8, 2013 the Board of Directors increased the share
repurchase authorization amount by 10 million shares, resulting in
12.7 million shares now authorized for repurchase under the
Company's share repurchase plan.

Fiscal Year 2013 Guidance

-- Same-Restaurant Sales - We estimate same-restaurant sales for
Company-owned restaurants will be approximately flat for the year

-- Company-Owned Restaurant Development - We plan to open 10 to 12
Lime Fresh restaurants, close two Lime Fresh restaurants, close 13
Marlin & Ray's restaurants, close one Wok Hay restaurant, sell two
Truffles Grill restaurants, and close six to eight Company-owned
Ruby Tuesday restaurants

-- Franchise Restaurant Development - We estimate our franchisees
will open 12 to 14 restaurants, up to 10 of which will be
international, and close four to five restaurants

-- Restaurant Operating Margins - We estimate margins will improve
approximately 150-175 basis points due to cost savings initiatives

-- Depreciation - Estimated to be in the range of $60-$62 million
for the year

-- Selling, General, and Administrative Expenses - Advertising
expense is estimated to be in the range of $78-$82 million for the
year compared to $47.9 million in fiscal 2012 primarily due to
incremental television advertising expense which is largely funded
by our cost savings initiatives and reduction in promotions
expense.  Excluding advertising expense, selling, general, and
administrative expenses are estimated to be slightly lower
primarily due to lower consulting fees and other cost savings
initiatives being partially offset by the projected fourth quarter
pension settlement expense attributable to our former CEO.

-- Interest Expense - Estimated to be $26-$27 million for the year

-- Tax Benefit - Based on our lower pre-tax income coupled with
our employment-related tax credits, we anticipate a net tax
benefit of $15 to $20 million for the year

-- Diluted Earnings Per Share - Diluted earnings per share for the
year is estimated to be in the ($0.03) to $0.03 range including
the second quarter impairment charges and third quarter lease and
other charges mentioned above, in addition to including the CEO
pension settlement expense and new CEO transition expenses.
Excluding the impact of these items, diluted earnings per share
for the year are estimated to be in the $0.24 to $0.30 range.  On
a go-forward basis, exiting these non-core brands should result in
an annual earnings improvement of approximately $0.03 per share.

-- Fully-Diluted Weighted Average Shares Outstanding - Estimated
to be approximately 60-61 million for the year

-- Capital Expenditures - Estimated to be $38-$42 million for the
year

-- Free Cash Flow - Estimated to be $10-$20 million for the year.
On an adjusted basis, free cash flow is estimated to be $22-$32
million after excluding the impact of our former CEO's pension
payout (approximately $8 million) and estimated lease reserve
settlements from restaurants closed in the fourth quarter of
fiscal year 2012 and planned restaurant closures in the third
quarter of fiscal 2013 (approximately $4 million).

-- Sale Leaseback - We plan to pursue sale leaseback transactions
on up to 20 additional properties representing estimated gross
proceeds of approximately $40-$45 million which we estimate will
take another five to six quarters to complete

In closing, Mr. Buettgen said, "We enter the second half of our
fiscal year with a clear focus on three key initiatives.  First,
we are focused on driving profitable same-restaurant sales growth
at Ruby Tuesday.  We will accomplish this by continuing to refine
the quality of our menu, our in-restaurant experience, and the
effectiveness of our advertising and promotion efforts.  Second,
we are focused on prudently growing our Lime Fresh fast casual
concept.  Our final key initiative is to increase shareholder
value by investing our capital to yield attractive returns.  While
we are cautious near-term given the current economic environment,
we believe there is significant opportunity ahead to strengthen
our Company and create shareholder value."

Reporting Reclassifications to Prior-Year Financial Statements

Similar to the first quarter, we made several reporting
reclassifications to our prior-year statements of operations for
the 13 week period ended November 29, 2011 to better align our
financial statement presentation with our peer group.  These
reclassifications, which had no effect on pre-tax or net loss were
primarily in two key areas: 1) Amortization of deferred debt
issuance costs and revolving credit facility commitment fees of
$0.5 million were reclassified from other restaurant operating
costs to interest expense, net; and 2) Corporate and field
executive fringe benefits and payroll taxes of $2.0 million were
reclassified from payroll and related costs to selling, general,
and administrative, net, where the corresponding salary expenses
are reported.  In the current year quarter, these amounts were
$0.8 million and $2.1 million, respectively."

                        About Ruby Tuesday

Ruby Tuesday, Inc. has Company-owned and/or franchise Ruby Tuesday
brand restaurants in 45 states, the District of Columbia, 11
foreign countries, and Guam.  As of December 4, 2012, we owned and
operated 709 Ruby Tuesday restaurants and franchised 77 Ruby
Tuesday restaurants, comprised of 33 domestic and 44 international
restaurants.  The Company-owned and operated restaurants are
concentrated primarily in the Southeast, Northeast, Mid-Atlantic,
and Midwest of the United States, which we consider to be our core
markets.


S.G.F. PROPERTIES: Updated Case Summary & Creditors' Lists
----------------------------------------------------------
Lead Debtor: S.G.F. Properties, LLC
             22 Gadsen Court
             Albany, NY 12205

Bankruptcy Case No.: 13-10005

Chapter 11 Petition Date: January 2, 2013

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Francis J. Brennan, Esq.
                  NOLAN & HELLER, LLP
                  39 North Pearl Street
                  Albany, NY 12207
                  Tel: (518) 449-3300
                  E-mail: fbrennan@nolanandheller.com

Scheduled Assets: $1,165,000

Scheduled Liabilities: $1,231,192

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Faragon Properties, LLC                13-10006
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Samuel G. Faragon, managing member.

A. In its list of 20 largest unsecured creditors, S.G.F.
Properties, LLC placed only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Capital Communications    Loan                   $4,500
FCU
Corporate Headquarters,
Attn: President
18 Computer Drive East
Albany, NY 12205-1168

B. In its list of 20 largest unsecured creditors, Faragon
Properties, LLC placed only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Capital Communications    Loan                   $4,500
FCU
Corporate Headquarters,
Attn: President
18 Computer Drive East
Albany, NY 12205-1168


SATCON TECHNOLOGY: Judge Nixes $1.6M Bonus Plan
-----------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Tuesday rejected Satcon Technology Corp.'s
proposed $1.6 million executive incentive program, ruling the
goals the solar-energy company must meet to trigger bonus payments
were too easily attainable.

Boston-based Satcon contended the key employee incentive plan was
vital to motivate senior executives asked to handle additional
responsibilities with a greatly reduced staff, while the official
committee of unsecured creditors and the U.S. Trustee
characterized the program as a means of providing top brass with
extra pay for merely doing their jobs, the report related.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.  Satcon disclosed assets of $92.3 million and
liabilities totaling $121.9 million.  Liabilities include $13.5
million in secured debt owing to Silicon Valley Bank.  There is
another $6.5 million in secured subordinated debt.  Unsecured
liabilities include $16 million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors is represented by
Holland & Knight LLP as counsel and Sullivan Hazeltine Allinson
LLC as co-counsel.


SAVE MOST: Files Schedules of Assets and Liabilities
----------------------------------------------------
Save Most Desert Rancho, Ltd., filed with the U.S. Bankruptcy
Court for the Central District of California its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $9,900,000
  B. Personal Property              $234,997
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $14,567,956
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $83,470
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $223,344
                                 -----------      -----------
        TOTAL                    $10,134,997      $14,874,770

Save Most Desert Rancho, Ltd., filed a bare-bones Chapter 11
petition (Bankr. C.D. Calif. Case No. 12-23173) in Santa Ana,
California on Nov. 15.  The Laguna Hills-based company estimated
at least $10 million in assets and liabilities.  The petition was
signed by Charles Kaminskas for Brighton Park, LP, general
partner.  Michael G. Spector, Esq., in Santa Ana, Calif.,
represents the Debtor as counsel.


SAVE MOST: Wants to Hire Michael G. Spector as Counsel
------------------------------------------------------
Save Most Desert Rancho, Ltd., seeks permission from the U.S.
Bankruptcy Court for the Central District of California to employ
the Law Offices of Michael G. Spector as Chapter 11 insolvency
counsel.

The Firm will, among other things, advise the Debtor with respect
to its rights, powers, duties and obligations as a debtor in
possession in the administration of this case, the management of
its financial affairs and the management of its income and
property, at these hourly rates:

      Michael G. Spector, Attorney        $410
      Vicki L. Schennum, Attorney         $380
      Paralegal                           $110
      Law Clerk                           $110

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

                        About Save Most

Headquartered in Laguna Hills, California, Save Most Desert
Rancho, Ltd., is a limited partnership.  Its general partner is
Brighton Park, LP, and the Debtor has numerous limited partners.
The Debtor owns multi-tenant office buildings in Laguna Hills,
California, and Corona, California.  Both properties are managed
by Foremost Business Parks, LLC, an entity associated with the
Debtor as it is 100%owned by Charles Kaminskas.

Due to a decline in rents, the Debtor went into default on its
obligations to the lenders on both properties, namely JP Morgan
Chase and San Diego County Credit Union.  On Nov. 15, 2012, the
Debtor filed a bare-bones Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-23173) in Santa Ana, California.  The Debtor estimated
at least $10 million in assets and liabilities.  Judge Catherine
E. Bauer presides over the case.


SEARCHMEDIA HOLDINGS: Had $5.9MM Profit for 1st 9 Mos. of 2012
--------------------------------------------------------------
Tiger Media, Inc., formerly known as SearchMedia Holdings Limited,
reported profit attributable to shareholders of US$5.99 million on
US$27.28 million of advertising service revenues for the nine
months ended Sept. 30, 2012, compared with profit attributable to
shareholders of US$1.06 million on US$45.53 million of advertising
service revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
US$39.88 million in total assets, US$35.41 million in total
liabilities, and US$3.49 million in total shareholders' equity.

Peter W.H. Tan, chief executive officer of Tiger Media remarked,
"The results of the nine months of 2012 shows a trend of decreased
revenue for the Company as we focus on improving the margins and
the bottom line and continue to streamline our business by closing
unprofitable offices and divesting certain subsidiaries and
eliminating the underlying earnout liability in order to pursue
more accretive concession opportunities.  These actions however,
resulted in reduced performance in the first nine month of 2012.
Going forward, we believe that we will create significant
shareholder value through strategic, long term proprietary
concessions with prominent partners.  We have additional potential
concessions and acquisition opportunities in our pipeline and we
expect additional announcements shortly."

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

                        http://is.gd/I4nNS2

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the consolidated financials statements
for the year ended Dec. 31, 2011.  The independent auditors noted
that the Company has suffered recurring losses and has a working
capital deficiency of approximately $31,000,000 at Dec. 31, 2011,
which raises substantial doubt about its ability to continue as a
going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.


SELECT TREE: Evans Bank Has Green Light to Foreclose
----------------------------------------------------
The Bankruptcy Court on Jan. 9 issued an order lifting the
automatic stay in the Chapter 11 cases of Select Tree Farms, Inc.,
and its owners, George A. Schichtel and Debra G. Schichtel
(deceased), and allowing Evans Bank N.A. to initiate foreclosure.

In December, the Court denied Evans Bank's request for stay relief
and, instead gave the Debtors a short extension -- until Dec. 31
-- to sell equipment.

That sale was required under a March 2012 stipulation governing
the Debtors' use of Evans Bank's cash collateral.  As a condition
to the use of cash collateral, the Debtors were required no later
than Nov. 15 to sell sufficient items of equipment as is necessary
to pay Evans Bank $200,000 to be applied to the principal amount
of the bank debt.  In the event Select Tree fails to comply with
this provision, the stipulation provides that Evans will have the
unqualified right to the immediate issuance of an order from the
Bankruptcy Court terminating the automatic stay in favor of Evans
"upon the expiration of three business days' prior telephonic or
email notice to Select Tree (and/or its undersigned counsel), Farm
Credit . . . and the Office of the United States Trustee. . . ."

By Nov. 15, Select Tree Farms had failed either to liquidate any
of its equipment or to pay any portion of the projected proceeds
of $200,000 to Evans Bank.

On Nov. 26, Evans Bank served notice that in three days, it would
submit an order granting stay relief.  Immediately upon receiving
the notice, the Debtors moved to modify the provision, to extend
for 45 days the deadline for sale and payment.

The bank opposed the request, asserting that the language of the
stipulation is clear and ambiguous.

In his Decision & Order dated Dec. 20 available at
http://is.gd/qvCIwEfrom Leagle.com, Bankruptcy Judge Carl L.
Bucki cited a personal emergency on the Schichtels.  Debra
Schichtel suffered a stroke around October and became comatose and
was intubated.  She passed away Nov. 14.

According to Judge Bucki, although the original deadline might
have served to avoid "the risk of lethargy or even obstinacy," no
reasonable creditor should reject a modest accommodation for an
unexpected personal emergency.

Judge Bucki noted that, "When George Schichtel signed the
conditional stipulation for stay relief, no one could have
anticipated that its liquidation schedule would coincide with a
time of great personal crisis.  Mere expressions of sympathy
become meaningless unless they find company with an understanding
response."

According to Judge Bucki, "The debtors request only a modest
extension of time, and have represented that they will seek no
further extension.  Meanwhile, interest at the negotiated rate
will continue to accrue.  If the equitable authority of 11 U.S.C.
Sec. 105 is to have any meaning, it must apply to circumstances
like those here present.  This is not to say that we can
cavalierly overrule the terms of a stipulation that the parties
have negotiated in good faith.  But in the present instance, a
fair balancing of equitable considerations has provided
overwhelming justification for the requested extension. By
agreeing to the original stipulation, Evans Bank acknowledged that
the debtors are qualified to implement a partial liquidation of
equipment.  The extension merely continues a liquidation process
that offers a promise of mutual benefit."

The Debtors, however, failed to make the $200,000 payment to Evans
Bank by Dec. 31.  The Debtors also failed to make the adequate
protection payments of $4,250 each that were due the bank on
Nov. 15, Dec. 1, Dec. 15 and Jan. 1.

Evans on Jan. 3 provided notice required by the cash collateral
stipulation that it would seek stay relief.

In the Jan. 7 Order, Judge Bucki said Evans is entitled to pursue
all its rights and remedies against the Debtors' real, personal
and agricultural property in which the bank has been granted a
security interest in or lien on to secure any portion of the bank
debt.

                     About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).

Judge Carl L. Bucki presides over the case.  William F. Savino,
Esq., and Beth Ann Bivona, Esq., at Damon Morey LLP, serve as the
Debtors' counsel.  NextPoint LLC serves as the Debtors' financial
advisor.

Garry M. Graber, Esq., and Steven W. Wells, Esq. --
swells@hodgsonruss.com -- at Hodgson Russ LLP, represent Evans
Bank, N.A., the primary secured creditor.


SELECT TREE: Sells New Jersey Trees to Down to Earth for $60K
-------------------------------------------------------------
Select Tree Farms Inc. sought and obtained Bankruptcy Court
permission to sell 3,200 trees located in the State of New Jersey,
free and clear of liens, subject to the allocation of the gross
sale proceeds with secured creditor, Farm Credit East, CSA, which
holds a first lien on the tree inventory in New Jersey.

An entity called "Down to Earth" has offered $60,000 to purchase
the majority of the remaining tree inventory.

In its Dec. 28 order, the Bankruptcy Court also permitted the
Debtor to sell the balance of the trees in New Jersey to third
parties in the ordinary course of business.  The entire proceeds
of any sales will be turned over to Farm Credit to be applied as
adequate protection payment.

                     About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).  Ms. Schichtel suffered a stroke around
October 2012 and became comatose and was intubated.  She passed
away Nov. 14, 2012.

Judge Carl L. Bucki presides over the case.  William F. Savino,
Esq., and Beth Ann Bivona, Esq., at Damon Morey LLP, serve as the
Debtors' counsel.  NextPoint LLC serves as the Debtors' financial
advisor.

Garry M. Graber, Esq., and Steven W. Wells, Esq., at Hodgson Russ
LLP, represent Evans Bank, N.A., the primary secured creditor.


SENTINEL MANAGEMENT: Trust Wins in Test Case for Clawback Lawsuits
------------------------------------------------------------------
District Judge James B. Zagel in Chicago directed FCStone, LLC, a
former customer of Sentinel Management Group, Inc., to return
$15,576,964, the full amount it received in proceeds from the sale
of Citadel, to the Sentinel Liquidation Trust to be distributed
pro rata in accordance with Sentinel's Fourth Amended Chapter 11
Plan of Liquidation.

In September 2008, Frederick J. Grede, the Liquidation Trustee of
the Sentinel Liquidation Trust, filed adversary proceedings in the
Bankruptcy Court for the Northern District of Illinois for
avoidance and recovery of pre and post-petition transfers made by
Sentinel to or for the benefit of certain customers.  On Oct. 29,
2008, the District Court withdrew the reference to the Bankruptcy
Court, finding that the adversary proceedings raised "significant
open and unresolved issues" of non-bankruptcy law regarding the
applicability of common law trust principles to statutory trusts,
and the duty of futures commission merchants to cover customer
segregation shortfalls under the Commodity Exchange Act and its
regulatory provisions.

The adversary proceeding against FCStone was chosen as a "test
case" (as least in part) to resolve common legal issues among the
Trustee's actions.  The Trustee seeks to avoid or reduce the
transfer of approximately $15.6 million to FCStone, alleging five
counts: (1) avoidance and recovery of post-petition transfers (11
U.S.C. Sections 549(a) and 550); (2) avoidance and recovery of
preferential transfers (11 U.S.C. Sections 547(b) and 550); (3)
declaratory judgment that cash and securities held by Sentinel in
allegedly segregated bank accounts is property of the Debtor's
estate; (4) unjust enrichment; and (5) disallowance or reduction
of claims (11 U.S.C. Sec. 502(d)).

FCStone is an Iowa limited liability company with its principal
place of business in Chicago, Illinois.  FCStone is a futures
commission merchant.  FCStone maintains accounts and clears trades
for customers in the futures markets; FCStone acts as a financial
intermediary between its customers and the futures markets.

The case is, FREDERICK J. GREDE, not individually but as
Liquidation Trustee of the Sentinel Liquidation Trust, Plaintiff,
v. FCSTONE, LLC, Defendant, No. 09 C 136 (N.D. Ill.).  A copy of
the District Court's Jan. 4, 2013 Memorandum Opinion and Order is
available at http://is.gd/GgDmzlfrom Leagle.com.

                    Safe Harbor Protection

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the according to the ruling, so-called safe harbor
under Section 546(e) of the U.S. Bankruptcy Code, protecting
traders in securities, isn't absolute and can't be employed if
invoking the rule runs counter to the intent of Congress.

Mr. Rochelle recounts that Sentinel, a registered futures
commission merchant, was required to keep customers' investments
in segregated accounts.  There were two accounts for two different
types of customers, each governed by different federal statutes
and different regulatory schemes.  Sentinel improperly moved
customers' deposits from one account to the other, U.S. District

Judge Zagel took a group of lawsuits away from the bankruptcy
judge.  He selected one to serve as a test case deciding which
group of customers could receive or keep money from the accounts.
He ruled that no one group of customers should have first dibs on
the accounts.

Sentinel's trustee for creditors, the report discloses, sued
futures commission merchant FCStone LLC for $15.6 million,
representing money received from Sentinel just before and after
the bankruptcy filing in August 2007.  The trustee contended that
the payments were fraudulent transfers before bankruptcy or
unauthorized if they occurred after bankruptcy.

If the Sentinel trustee wins all similar cases, "many tens of
millions" will be recovered for people who didn't get recovery at
the outset, said a lawyer involved in the case who didn't want to
be identified because litigation is ongoing, according to the
report.

FCStone, the report adds, argued it was protected by the safe
harbor because the payments were on account of securities
transactions.  Judge Zagel found it "inconceivable that Congress
intended for the safe harbor provisions to apply to the
circumstances of this case."

Judge Zagel, the report explains, posited a hypothetical where a
soon-to-be-bankrupt broker sends all remaining money to favored
customers just before bankruptcy.  Invoking the safe harbor, Judge
Zagel said, "would render the courts powerless to do anything
about it."  Allowing the failing broker to make an "eleventh-hour"
decision about who's paid "would fly in the face of justice and do
nothing to advance any plausible congressional purpose," Judge
Zagel said.  Judge Zagel said the safe harbor also doesn't apply
because there wasn't the requisite trading in securities.  Judge
Zagel made other rulings in favor of the Sentinel trustee in his
decision culminating a trial in October.  He said that equality of
distribution is the fundamental principle of bankruptcy.  Because
money was improperly moved from one account to another, he ruled
that customers of the two accounts must share pro rata in the pool
of funds from both accounts.  He also found that post-bankruptcy
distributions to one group of customers was not permitted by
bankruptcy law and wasn't authorized by the bankruptcy judge.

                     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 (Bankr. N.D. Ill. Case No. 07-14987) on
Aug. 17, 2007.  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represented the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented 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 the Fourth Amended Chapter 11 Plan of
Liquidation for Sentinel on Dec. 15, 2008, which created a
Liquidation Trust.  The Plan became effective Dec. 17, 2008, and
Mr. Grede was appointed Liquidation Trustee.


SHELL'S DISPOSAL: Dist. Court Affirms Plan Feasibility Ruling
-------------------------------------------------------------
The City of Lancaster failed to overturn bankruptcy court approval
of the Third Amended Plan of Reorganization of Shell's Disposal
and Recycling, Inc.  District Judge Berle M. Schiller said the
Bankruptcy Court did not err in finding that the Plan was
feasible.

The case before the District Court is, CITY OF LANCASTER,
Appellant, v. SHELL'S DISPOSAL AND RECYCLING, INC., Appellee.
Civil Action No. 12-4498 (E.D. Pa.).  A copy of the District
Court's Jan. 3, 2013 Memorandum is available at
http://is.gd/pz48usfrom Leagle.com.

Shell's Disposal and Recycling, Inc., is a Pennsylvania hauling
and recycling business, of which the president and sole
shareholder is Willie Shell, Sr.  It filed for Chapter 11
bankruptcy (Bankr. E.D. Pa. Case No. 10-_____) on Aug. 23, 2010.
The Bankruptcy Court confirmed Shell's Disposal's Plan of
Reorganization on June 26, 2012.


SHILOH INDUSTRIES: Debt Amendment No Impact on Moody's B1 Rating
----------------------------------------------------------------
Moody's Investors Service commented that Shiloh Industries, Inc.'s
("Shiloh"; B1 stable; SGL-3) acquisition of aluminum die cast
producer Albany-Chicago Company LLC and the related amendment to
its revolving credit facility are modestly credit positive, but do
not impact Shiloh's short- and long-term credit ratings.

The acquisition is credit positive as it improves Shiloh's scale
and diversification, but not sufficiently to warrant a change in
the B1 rating or stable outlook. In addition, the company's
overall liquidity has not changed materially as a result of the
amendment.

Shiloh Industries, Inc., headquartered in Valley City, Ohio, is a
supplier providing light weighting and noise, vibration and
harshness (NVH) solutions to automotive, commercial vehicle and
other industrial markets. Shiloh delivers these solutions through
design engineering and manufacturing of first operation blanks,
engineered welded blanks, complex stampings and modular
assemblies. Shiloh had approximately $586 million of revenue for
the twelve month period ending October 31, 2012.


SPEEDWAY MOTORSPORTS: Moody's Affirms 'Ba1' CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Speedway
Motorsports, Inc.'s (SMI) proposed $100 million add-on to its
guaranteed senior unsecured notes due 2019 and a Ba1 rating to
SMI's proposed $350 million guaranteed senior secured credit
facility. Moody's also affirmed SMI's Ba1 Corporate Family Rating
(CFR), Ba1 Probability of Default Rating (PDR) and SGL-3
speculative-grade liquidity rating. The rating outlook is stable.

SMI plans to utilize the net proceeds from the $100 million add-on
to repay the $100 million remaining balance on its existing term
loan. SMI plans to utilize the net proceeds from a new $250
million delayed draw term loan as well as revolver borrowings
and/or existing cash to fund the redemption of its $275 million
senior unsecured notes due 2016. The 2016 notes are callable at
104.375 on/after June 1, 2013 and Moody's expects redemption
around that time. The transactions will favorably extend SMI's
maturity profile and reduce annual cash interest expense by more
than $10 million.

Assignments:

  Issuer: Speedway Motorsports Inc.

    Senior Secured Bank Credit Facility (Revolver), Assigned a
    Ba1, LGD4 - 50%

    Senior Secured Bank Credit Facility (Delayed Draw Term Loan),
    Assigned a Ba1, LGD4 - 50%

    Senior Unsecured Regular Bond/Debenture (2019 notes),
    Assigned Ba2, LGD4 - 64% ($100 million add-on to existing
    $150 million notes)

Rating Rationale

SMI's Ba1 CFR reflects its strong market position within the motor
sports industry, high operating margins, and revenue supported by
entitlements to 13 NASCAR Sprint Cup races and other motor sports
events at SMI's facilities, broadcast rights under NASCAR's
national TV contract that runs from 2007 - 2014, and numerous
multi-year corporate sponsorships. Admissions, race-day spending,
and corporate sponsorships are vulnerable to cyclical downturns.
SMI has a moderate revenue base, operates capital-intensive
motorsports facilities, is exponsed to event risk related to
future leveraging acquisitions and development projects, and has
some weak qualitative factors (shareholder-oriented governance and
the willingness to engage in non-core business activities such as
bulk commodity trading) that constrain the rating to speculative-
grade.

SMI's debt-to-EBITDA leverage (3.6x LTM 9/30/12 incorporating
Moody's standard adjustments) is high for the rating and weakly
positions the company within the Ba1 CFR. The revenue pressures
that are contributing to the elevated leverage are partially
cyclical, but will take an extended time to recover given the slow
expected improvement in the economy and labor markets and the
sensitivity of the company's admissions and corporate sponsorship
revenue to economic conditions. Moody's expects credit metrics to
improve slowly through debt reduction and as the economy recovers
with debt-to-EBITDA ultimately declining to a 3x or lower range
that would more comfortably position the company within the Ba1
CFR. However, cash distributions to shareholders are aggressive
financial management in the face of the operating pressures.

Moody's is concerned that part of the attendance and television
rating declines within NASCAR over recent years reflects shifts in
fan interest and competition for discretionary consumer spending
driven by technology advances, ongoing shifts in the demographic
makeup of the country, and economic conditions. NASCAR continues
to implement a number of changes to the competition rules and car
specifications, invest in technology, and pursue a broader
demographic range of drivers in an effort to maintain and grow the
sport's appeal. Upcoming changes include a new Gen-6 car to be
introduced in 2013 and a possible digital cockpit in 2014.
However, previous changes have not stemmed the erosion in
attendance and television ratings during and since the recession.
Moody's believes generating a sustained recovery will be
challenging as long as the economy remains soft or unless a
broadly popular driver is successful or emerges to generate
incremental fan interest.

The NASCAR industry nevertheless continues to generate
considerable consumer appeal. NASCAR's new eight-year (2015-2022)
multi platform media rights agreement with FOX Sports Media Group
(FSMG) announced in October 2012 demonstrates continued interest
in the sport while securing ongoing growth in an important
contractual revenue source.

Moody's projects SMI's revenue and EBITDA will decline modestly in
2013 due to ongoing pressures on discretionary consumer spending
on motor sports. There is downside risk if recently approved tax
increases or other fiscal drag resulting from federal budget
negotiations weaken the U.S. economy. However, SMI does not have
to overcome the headwinds it faced in 2012 relating to a reduction
in NASCAR ancillary rights fees from SiriusXM and the loss of the
Infineon sponsorship. As a result, the decline in EBITDA should be
smaller than the roughly 10% drop SMI experienced in 2012. Moody's
expects SMI to generate $35-$40 million of free cash flow after an
estimated $40 million of capital spending in 2013.

The SGL-3 rating indicates adequate liquidity due to modest
projected headroom under financial maintenance covenants. Moody's
expects the covenant cushion to be below 10% over the next 12-18
months despite a delay in the step downs in the proposed credit
facility. Moody's projects SMI will generate sufficient free cash
flow in 2013 (approximately $35-$40 million) to fund the 5% (or
$12.5 million) required annual term loan amortization on the
proposed credit facility. SMI also maintains a sizable cash
balance ($96 million as of 9/30/12) to support liquidity. The
covenant cushion is a manageable liquidity risk as Moody's views
prospects for a covenant amendment, if necessary, as good given
the free cash flow and asset coverage.

The proposed $350 million five-year senior secured credit facility
($100 million revolver and $250 million delayed draw term loan)
will be guaranteed by operating subsidiaries and collateralized
only by the stock of subsidiaries. If negotiated, the lenders
could obtain a more comprehensive collateral package as a credit
facility of up to $450 million is a permitted lien within the bond
indenture. Moody's will withdrawal the ratings on the existing
credit facility and 2016 notes once the instruments are retired in
conjunction with the proposed refinancing actions.

SMI's senior unsecured notes including the proposed $100 million
add-on to the 2019 notes have senior unsecured guarantees from
operating subsidiaries. Moody's believes the stock pledge on the
credit facility provides limited support to the credit facility
guarantee, and the credit facility and senior notes are ranked the
same in Moody's loss given default notching model. However, the
flexibility within the bond indenture to provide a broader
security package on the credit facility, mandatory credit facility
pay down from 100% of net asset sale proceeds (subject to a six
month reinvestment window) and the lender control created by
financial maintenance covenants provide protection to credit
facility lenders that is not afforded to the senior note holders.
Moody's therefore overrides the loss given default modeling
template implied outcome to rate the senior notes Ba2, which is
one notch below the Ba1 model implied rating for the notes.

The stable rating outlook reflects Moody's expectation that SMI
will continue to generate positive free cash flow, reduce debt,
and maintain an adequate liquidity position. Leverage is expected
to decline moderately over the next 12-18 months as the company
continues to pay down debt.

Debt-to-EBITDA leverage sustained above a 3x range due to debt-
financed acquisitions, cash distributions to shareholders, major
development projects, or a sustained decline in profitability from
a deterioration in spectator interest in NASCAR or motor sports,
extended cyclical downturn, or decline in fan attendance at
sporting events due to acts of terrorism or other disruption could
negatively affect the rating or outlook. Pressure on liquidity
including failure to maintain sufficient covenant headroom could
also lead to downward rating pressure.

Negative corporate governance/qualitative factors and high
leverage constrain the rating. However, mitigation of the
qualitative risks along with a larger revenue base, a strong
liquidity position, and debt-to-EBITDA sustained below 1.75x and
free cash flow-to-debt above 12.5% after incorporating potential
acquisitions and shareholder distributions, could lead to an
upgrade.

SMI'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 SMI's core industry and
believes SMI'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.

SMI, headquartered in Concord, NC, is the second largest promoter,
marketer and sponsor of motor sports activities in the U.S.
primarily through its ownership of eight major race tracks. NASCAR
sanctioned events account for the majority of SMI's approximate
$500 million revenue for the LTM ended 9/30/12.


SPEEDWAY MOTORSPORTS: S&P Expects to Cut Sr. Notes Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its issue-level ratings
on U.S.-based Speedway Motorsports' 6.75% and 8.75% senior notes
on CreditWatch with negative implications.  Upon closing of the
6.75% senior notes add-on and the new credit facilities, S&P
expects to revise its recovery rating on the senior notes to '5'
(10% to 30% recovery expectation) from '3' (50% to 70%
expectation).  In addition, S&P expects to lower its issue-level
rating on the senior notes to 'BB-' from 'BB', in accordance with
its notching criteria.  Proceeds from the $100 million senior
notes add-on will be used to repay the outstanding $100 million
term loan.

"Additionally, we are assigning the company's new $350 million
credit facility (consisting of a $100 million revolver and $250
million delayed draw term loan, both due 2018) our 'BBB-' issue-
level rating, with a recovery rating of '1', indicating our
expectation for very high (90% to 100%) recovery in the
event of a payment default.  The company will use the term loan
proceeds to help fund the redemption of the $275 million 8.75%
senior notes due 2016 when they become callable in June 2013.  The
net increase in the term loan results in a higher level of secured
debt outstanding under our simulated default scenario versus our
previous analysis.  This reduces the recovery prospects for the
senior notes enough to warrant a negative revision to our recovery
rating on the senior notes.  Our ratings on the 8.75% senior notes
will be withdrawn when the issue is redeemed," S&P said.

"The corporate credit rating on Charlotte, N.C.-based Speedway
Motorsports (SMI) reflects Standard & Poor's Ratings Services'
assessment of the company's business risk profile as "fair" and
our assessment of the company's financial risk profile as
"significant," according to our criteria," S&P added.

"Our assessment of SMI's business risk profile as fair reflects
its reliance on an event-driven business model, the susceptibility
of much of its revenue base to the economic cycle, and the
existence of substitute entertainment events.  Partially
offsetting these risks are the company's strong EBITDA margins,
good market position in the motorsports industry, and high
barriers to entry stemming from significant capital costs for new
racetracks and a limited supply of high-margin NASCAR racing
dates.  Additionally, SMI's business risk profile benefits from
good revenue visibility from contracted NASCAR broadcasting
revenue.  While the existing contract is set to expire in 2014, in
October 2012, Fox agreed to increase its aggregate payment to
NASCAR by approximately 36% for a new 2015-2022 contract that
includes broadcasting rights to the first 13 Sprint Cup races of
the season.  However, NASCAR viewership can be volatile and was
down about 10% in 2012, and Fox represents only one portion of the
annual NASCAR television rights.  NASCAR's contract with current
partners ESPN and Turner also ends after the 2014 season, and
there is yet no indication that those networks will negotiate
similar payment increases," S&P noted.

"Our assessment of SMI's financial risk profile as significant
reflects leverage that we expect to remain in the mid-3x area
through 2014, interest coverage of over 5x after giving effect to
the interest savings associated with the proposed refinancing, and
positive free operating cash flow.  If the remainder of the 2015-
2022 NASCAR seasons are negotiated at least as favorably as the
Fox contract, and admissions revenues stabilize, we would expect
associated EBITDA improvement to lead," S&P said.


STALLION OILFIELD: S&P Withdraws 'B' Rating on $500MM Secured Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' issue-level
and '3' recovery ratings on Houston-based Stallion Oilfield
Holdings proposed $500 million senior secured term loan
facility.

The 'B' issue rating and '3' recovery rating on the company's
existing 10.5% senior secured notes are unaffected.  The corporate
credit rating and outlook remain unchanged.

"The rating action is a result of Stallion's decision to terminate
its proposed $500 million senior secured term loan facility," said
Standard & Poor's credit analyst Stephen Scovotti.  Proceeds were
going to be used to redeem the remaining $134 million outstanding
on the company's 10.5% senior secured notes and to pay a
$385 million dividend.  The company abandoned the proposed
$500 million senior secured term loan facility to explore and
evaluate strategic alternatives available to the company.

For a detailed analysis on the issue-level and recovery ratings on
the 10.5% senior secured notes, see the recovery report on
Stallion Oilfield Holdings Inc., to be published on RatingsDirect
following the release of this report.

RATINGS LIST

Stallion Oilfield Holdings Inc.

Corporate credit rating               B/Stable/--
Senior secured debt rating            B
  Recovery rating                      3

Rating Withdrawn

                                                    To       From
$500 mil sr secd term loan facility    NR       B
  Recovery rating                              NR       3



STINSON PETROLEUM: $3.5MM Transfer to Community Bank Not Avoidable
------------------------------------------------------------------
Stinson Petroleum Company engaged in a check-kiting scheme using
checking accounts Stinson held with Community Bank and Bank of
Evergreen.  Stinson perpetrated the kite by depositing worthless
checks into its account with Community that were drawn on its
account with Evergreen while simultaneously depositing worthless
checks into the latter that were drawn on the former.  By
circulating worthless checks between the two accounts, and by
taking advantage of provisional credits that both banks extended
to deposits not yet collected, Stinson created the impression of a
positive account balance while substantial debt accrued.

As kites are prone to do, the scheme eventually collapsed.
Evergreen was the first to uncover the kite, so it did not incur
any losses.  Community, by contrast, was not so lucky.  Community
ultimately determined that, because of the kite, Stinson
accumulated an overdraft of between $6 million and $7 million in
its account with Community.  Community met with Stinson and
Evergreen and agreed to receive two wire transfers worth $3.5
million from Stinson's Evergreen account.

Stinson subsequently filed for bankruptcy under Chapter 11, and a
committee of unsecured creditors commenced an adversary proceeding
against Community seeking to avoid the two wire transfers as
avoidable preferences under 11 U.S.C. Sec. 547(b).  The bankruptcy
was later converted to Chapter 7, and bankruptcy trustee Derek A.
Henderson was substituted as the plaintiff.

Ultimately, both the bankruptcy court and the district court
concluded that the wire transfers were not avoidable preferences.
The bankruptcy court found that, because Community granted
provisional credit to Stinson and because Stinson took advantage
of this credit, Community held a perfected, first-priority
security interest in the 18 returned checks and their proceeds and
that the Chapter 7 Trustee had failed to prove that the transfers
were not intended to satisfy Community's security interest.  The
bankruptcy court ruled that the wire transfers did not deplete
Stinson's bankruptcy estate and did not improve Community's
position relative to how the bank would have fared via Chapter 7.

The district court affirmed the bankruptcy court's ruling. The
district court observed that the Chapter 7 Trustee had the burden
of proving that Community would have received less than $3.5
million via Chapter 7 liquidation and concluded that "the record
contains scant evidence to that effect."

The Chapter 7 Trustee timely appealed.

According to the U.S. Court of Appeals for the Fifth Circuit,
given that the Chapter 7 Trustee concedes that Community was a
fully secured creditor by operation of section 75-4-210 of the
Mississippi Code, the prepetition payment Community received is,
as a matter of law, not a preferential transfer avoidable under
11 U.S.C. Sec. 547(b).

The Fifth Circuit also held that the relevant inquiry is whether
Community, because of the $3.5 million wire transfers, improved
its position relative to how well it would have fared in a
hypothetical Chapter 7 liquidation.  Specifically, the Chapter 7
Trustee has the burden of showing "that the payment enabled the
creditor to receive more than the creditor would have received
upon liquidation under Chapter 7 of the bankruptcy code."  Phrased
another way, the Chapter 7Trustee must prove that Community would
have received less under Chapter 7.  The district court did not
improperly assume that Community would have recouped $3.5 million
via Chapter 7; rather, the district court did not clearly err in
concluding that the Chapter 7Trustee failed to satisfy his burden
of proving that Community would not have received at least $3.5
million in a Chapter 7 liquidation.

The Fifth Circuit affirmed the lower courts' judgment.

The appellate case is, THE UNSECURED CREDITORS COMMITTEE,
Plaintiff, v. COMMUNITY BANK, ELLISVILLE MISSISSIPPI, a/k/a
Community Bank, Defendant-Appellee, v. DEREK A. HENDERSON,
Trustee-Appellant, No. 12-60234 (5th Cir.).  A copy of the Court's
Jan. 7, 2013 per curiam decision is available at
http://is.gd/qKinDBfrom Leagle.com.

The appellate panel consists of Circuit Judges Rhesa Hawkins
Barksdale, James L. Dennis, and James E. Graves Jr.

                       About Stinson Petroleum

Laurel, Mississippi-based Stinson Petroleum Company, Inc., which
sold gasoline to convenience stores and other businesses, filed
for Chapter 11 (Bankr. S.D. Miss. Case No. 09-51663) on Aug. 4,
2009.  Harris Jernigan & Geno, PPLC, represented the Debtor in its
restructuring efforts.  In its petition, the Debtor estimated
assets and debts both ranging from $10 million to $50 million.

A committee of unsecured creditors was appointed by the United
States Trustee for Region 5 in the Debtor's case.

On Dec. 16, 2009, the Debtor's chapter 11 case was converted to a
Chapter 7 case, and Derek A. Henderson was appointed as Chapter 7
Trustee.


STOCKTON, CA: City Officers Protected From Lawsuit
--------------------------------------------------
Bankruptcy Judge Christopher M. Klein has ruled that the
additional automatic stay imposed by 11 U.S.C. Sec. 922(a)
protects city officers at Stockton, Calif., from actions to
enforce a claim against the city.

The City of Stockton's fired Fire Chief is suing the City, the
City Manager, and the Deputy City Manager on a variety of federal
and state theories to redress his termination.  Conceding that the
automatic stay under Sec. 362 protects the City from his wrongful
discharge lawsuit, he wants to keep proceeding against the City
Manager and Deputy City Manager during the chapter 9 case.

"For the same reason that geometry holds that the shortest
distance between two points is a straight line, the additional
automatic stay of [Sec.] 922(a), rather than the [Sec.] 362
automatic stay, directly protects municipal officers in chapter 9
cases without the need for a court to perform the mental
gymnastics required to extend the [Sec.] 362 automatic stay," said
Judge Klein.

A copy of the Court's Dec. 18, 2012 decision is available at
http://is.gd/hJgYS8from Leagle.com.

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

Bloomberg News has noted that Stockton is trying to become the
first American city since the Great Depression to use bankruptcy
to force bondholders to take less than the principal they're owed.
Vallejo, California, exited bankruptcy after persuading lenders to
take less interest and extend repayment.  The Bankruptcy Court in
Sacramento, California, will hold a trial-like hearing in January
over whether Stockton is legally entitled to remain in bankruptcy.


SUNCOKE ENERGY: Moody's Assigns 'Ba3' CFR/PDR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
and probability of default rating to SunCoke Energy Partners, LP
(SXCP), a subsidiary of SunCoke Energy Inc., and a B1 rating to
$150 million in senior unsecured notes to be issued by SXCP and
its wholly owned subsidiary -- SunCoke Energy Partners Finance
Corp. -- as a co-issuer. An SGL-2 speculative grade liquidity
rating was also assigned to SXCP. The rating outlook is stable.
This is the first time Moody's has rated SXCP.

At the same time, Moody's affirmed SunCoke Energy's (SunCoke) Ba3
corporate family and probability of default ratings, its Ba1
senior secured bank facility ratings, its B1 senior unsecured
rating and its speculative liquidity grade rating of SGL-2. Its
rating outlook is stable.

SXCP, a newly formed Master Limited Partnership (MLP) is acquiring
a 65% interest in certain of SunCoke's coke making facilities and
related assets. The specific assets to be acquired are Haverhill
1, which provides coke to subsidiaries of ArcelorMittal (CFR Ba1 -
negative outlook), which agreement is guaranteed by ArcelorMittal
USA. SunCoke is also contributing Haverhill 2 and Middletown, each
of which has offtake agreements with AK Steel (B2 CFR, negative
outlook). These facilities have annual capacity of approximately
1.7 million tons of coke.

Following completion of the transaction and a planned Initial
Public Offering (IPO), SunCoke will own approximately 55.9% of
SXCP with public unit holders holding the balance. SunCoke will
also hold a 2% general partner interest. SunCoke will continue to
own the Indiana Harbor (85% interest) and Jewell coke making
facilities, which have long term agreements with ArcelorMittal as
well as the Granite City facility, which has a long term contract
with U.S. Steel (Ba3 corporate family rating, stable outlook). In
addition, SunCoke operates a coke making facility in Brazil on
behalf of affiliates of Arcelor Mittal and through its Jewel and
Harold Keene Coal Co (HKCC) companies, has coal mining operations,
principally metallurgical (met) coal, that support the met coal
requirements for some of its coke making facilities. SunCoke,
remaining business after the establishment of the MLP will have
approximately 2.6 million tons of domestic coke making capacity.
Consolidated capacity will be approximately 4.3 million tons.

Proceeds from the initial equity issue and the note issue by SXCP
will be used for a distribution to SunCoke of approximately $36
million for reimbursement of expenditures related to the assets
being acquired. In addition, roughly $225 million will be used to
repay a term loan assumed by SXCP from SunCoke. The balance will
be used to fund specified environmental expenditures, sales
discounts owed to customers, working capital replenishment and
fees and expenses. Overall, on a consolidated basis, the
transaction remains relatively debt neutral on the existing asset
and earnings base.

Ratings Rationale

The Ba3 CFR for SXCP reflects the modest leverage for the entity
based upon a pro-forma 2011 debt/EBITDA ratio of approximately
2.4x. In addition, Moody's believes that SXCP can generate
sustainable EBITDA levels of at least $80 million, which would
result in a moderate leverage position as measured, pro forma for
the $150 million debt issue, by a debt/EBITDA ratio of
approximately 1.8x. Improvement in earnings generation is
reflective of the increased profitability derived from the
Middletown contract with AK Steel, now that this operation has
reached its full run rate level. The rating also reflects the
long-term contract nature of SXCP's business model and ability to
pass through most material costs including coal purchases (subject
to specified coal-to-coke yields being met), operating and
maintenance costs, and coke transportation costs among others.
These contracts provide a certain level of stability to revenue
and earnings generation. The rating also considers the importance
of the operations for which coke is provided to both AK Steel and
ArcelorMittal.

The rating is constrained by SXCP's limited diversity and high
customer concentration as well as by the nature of the MLP
structure. The partnership agreement will require the distribution
of all available cash, as defined, thereby limiting cash available
for reinvestment in the business. Consequently, it is likely that
additional financing will be necessary for meaningful strategic
growth. Given the initial upfront investment required for new coke
making facilities, this could be substantial. SXCP's ability to
grow while maintaining an appropriate leverage and liquidity
position will be key considerations in the rating going forward.

SXCP's speculative grade liquidity rating of SGL-2 reflects the
company's good liquidity position, supported by its cash flow
generating capacity and a $100 million secured revolving credit
facility maturing in 2018. While the company's liquidity is viewed
as sufficient to support ongoing requirements, growth capital
expenditures will need to be funded externally given that all
excess cash will be distributed.

The B1 rating on the senior unsecured notes reflects, under
Moody's loss given default methodology, their weaker position in
the capital structure behind the $100 million secured revolving
credit facility.

SunCoke's Ba3 corporate family rating reflects its moderately
improved leverage position following a partial reduction in its
term loan with proceeds received from SXCP. On a consolidated
basis and based upon the company's EBITDA guidance ranges for
2013, Moody's expects leverage, as measured by the debt/EBITDA
ratio to remain within a 3.0x to 3.3x range. As with SXCP,
SunCoke's rating also reflects the long-term contract nature of
its business model and ability to pass through most material costs
including coal purchases (subject to specified coal-to-coke yields
being met), operating and maintenance costs, and coke
transportation costs among others. These contracts provide a
certain level of stability to revenue and earnings, while
distributions from SXCP will further augment earnings. Again, the
limited customer diversity and substantive capital requirements
for strategic growth are constraints to the rating. In addition,
geological, operating and market conditions are proving
challenging to the coal operations.

SunCoke's SGL-2 speculative grade liquidity rating reflects the
company's cash generating ability, which is further augmented by a
$150 million secured revolving credit facility currently expiring
in 2016 but being extended to 2017 in conjunction with the
transactions contemplated by the MLP. Given the recently announced
joint venture with VISA Steel in India for a coke making facility,
and the initial investment required of approximately $67 million,
negative free cash flow of roughly a similar amount is expected in
2013. This can be accommodated from the company's cash balances,
which the company indicates are roughly $240 million at year-end
2012.

The B1 rating on the senior unsecured notes reflects, under
Moody's loss given default methodology, their weaker position in
the capital structure relative to the secured revolver.

The stable outlook for SXCP and SunCoke reflects Moody's
expectation for stability in revenues and earnings at both
companies due to their comparable business models and ability to
pass through a majority of costs. The outlook also anticipates
that the businesses will continue to be managed in such a way that
solid liquidity is maintained and growth and distribution
objectives are balanced with the use of debt in the capital
structure. The outlook for SunCoke also anticipates that the
company's metallurgical coal operations will continue to face
challenges although actions taken by the company to improve
operating efficiencies together with solid performance in the coke
operations will result in performance and metrics appropriate for
the rating.

What Could Change The Rating -- UP

Given the limited history of SunCoke and now SXCP as standalone
companies, challenges facing the coal operations, and likely
growth investment requirements, an upgrade is unlikely over the
next 12 to 18 months. However, if the company is able to achieve
and sustain EBIT-to-interest of 3.75 times, debt-to-EBITDA of 3.75
times and free cash flow-to-debt of at least 6%, the rating could
be favorably impacted.

What Could Change The Rating -- DOWN

Should EBIT-to-interest track below 3.0 times, debt-to-EBITDA
exceed 4.5 times, free cash flow be consistently negative, or
liquidity tighten, the rating could be negatively impacted.

The principal methodology used in rating SunCoke was the Global
Steel 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.


SUNCOKE ENERGY: S&P Assigns 'BB-' CCR, Stable Outlook
-----------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
corporate credit rating to Lisle, Ill.-based SunCoke Energy
Partners L.P. (SXCP), a master limited partnership (MLP) in the
metals and mining sector.  The outlook is stable.

S&P also assigned a 'BB-' issue-level rating (same as the
corporate credit rating) to the proposed $150 million senior
unsecured notes due 2020 co-issued by SXCP and SunCoke Energy
Partners Finance Co.  The recovery rating on the proposed notes is
'3', indicating S&P's expectation for meaningful (50% to 70%)
recovery in the event of payment default.  The notes are being
issued under Rule 144A without registration rights.  (For the
complete recovery analysis, please see the recovery report on
SunCoke Energy Inc. and SunCoke Energy Partners L.P., to be
published on RatingsDirect shortly following the release of this
report.)

"We base our rating on SXCP on a consolidated approach with it and
its general partner, parent SunCoke Energy Inc.," said Standard &
Poor's credit analyst Marie Shmaruk.  Under the proposed
structure, SXCP will take a 65% interest in SXC's Haverhill and
Middletown coke-making facilities, located in Franklin Furnace,
Ohio, and Middletown, Ohio, respectively. SXC plans to own a
general
partner interest in SXCP, as well as all of the MLP incentive
distribution rights and a portion of units representing limited
partner interests in SXCP.  Absent what S&P views as SXC's strong
level of support, SXCP's stand-alone credit profile is slightly
lower at 'B+'.

The rating reflects S&P's view of SXCP and SXC's "weak" business
risk and "aggressive" financial risk.  S&P's view of the business
takes into consideration that, as an independent producer of high-
grade metallurgical (met) coke, SXCP has limited operating
diversity, very high customer concentration, cyclical demand from
customers, high capital requirements for new facilities, and a
limited operating diversity.

"The stable outlook reflects our view that SXCP and SXC will
maintain consolidated leverage between 3x and 4x and FFO-to-debt
of above 15%, metrics we consider to be in line with the 'BB-'
rating.  We also expect liquidity to remain adequate to both fund
the MLP's cash distributions and the company's planned expansion
projects," S&P said.

"We would lower the rating if consolidated leverage increased and
stayed above 4x, which could happen if coal cash margins decline
further, and if the margins realized on its domestic coke business
decline due to operating inefficiencies. This could occur if SXC
is unable to meet its annual operating budget at any given
facility, if steel markets deteriorate and the company's customers
push back on their contracts, or if its capital projects face
delays or cost overruns.  A negative rating action could also
occur if SXCP's ongoing cash distribution requirements cause the
company to increase its debt levels.  In addition, we could lower
the rating on SXCP if we take a negative rating action on its
parent, SXC," S&P noted.

An upgrade is unlikely in the coming months, given SXCP and SXC's
size, scope, and aggressive capital plans.  An upgrade may also be
constrained in the near term by SXCP's ongoing cash distribution
requirements.  However, longer term, we would consider a positive
rating action if the company demonstrates steady operating
performance, can maintain its operations to finance its growth
initiative without adding significant leverage, and is able to
diversify its customer base and operations.


TEMPEL STEEL: S&P Cuts Corporate Credit Rating to 'B-'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Chicago, Ill.-based steel laminations producer Tempel
Steel Co. to 'B-' from 'B'.  At the same time, S&P placed the
ratings on CreditWatch with negative implications.

"The downgrade reflects weaker-than-expected operating
performance," said Standard & Poor's credit analyst Carol Hom.
"We expect that Tempel Steel will maintain limited headroom under
covenants in the coming quarters.  Free cash flow generation has
been weaker than we expected, and we believe it could be negative
in 2013 if operating fundamentals do not improve," S&P said.

The ratings reflect Tempel Steel's "highly leveraged" financial
risk profile and its "vulnerable" business risk profile.  The
business risk profile stems from Tempel Steel's limited business
line diversity, the highly competitive and capital intensive
nature of its business, and the company's exposure to steel price
volatility.  "We believe credit measures will remain weak in 2013
against the backdrop of a fragile economic recovery," said Ms.
Hom.  "We believe the company remains susceptible to volatility in
steel prices that is inherent to its market, and to the potential
for a continuation of volume declines that occurred during the
third quarter of 2012."

Standard & Poor's views Tempel Steel's liquidity as "less than
adequate." Covenant headroom under the company's revolving credit
facility is limited, and we believe the company may need to access
the facility to meet its operating and financial needs, including
working capital requirement and interest expenses. We view the
company's management and governance profile as "fair."

"The ratings are on CreditWatch with negative implications.  We
aim to resolve the CreditWatch listing within 90 days.  We plan to
hold discussions with management soon and reassess operating and
financial prospects for 2013.  The CreditWatch listing reflects
the potential for a downgrade if we do not expect operating
performance to improve sufficiently to provide adequate headroom
under covenants that the company amended in late 2012.  We could
also lower the rating if we believe the company is unlikely to
generate positive free operating cash flow and unlikely to improve
credit measures from currently weak levels.  We could affirm the
ratings if we anticipate covenant headroom will remain adequate
(on track to expand to about 10% or more), cash flow will
be positive, and credit measures will not deteriorate further.


THQ INC: Judge Approves Jan. 22 Auction for Assets
--------------------------------------------------
THQ Inc. said it 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 new
calendar now calls for all bids to be received by Jan. 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. Jan. 23,
and the closing will occur Jan. 24.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge at a hearing Jan. 4 refused to
allow videogame developer THQ Inc. to sell the business 21 days
after filing for Chapter 11 reorganization.  U.S. Bankruptcy Judge
Mary F. Walrath ruled at the hearing Jan. 4 that THQ hadn't
undertaken sufficient pre-bankruptcy marketing to justify a quick
sale.  The judge also declined to give final approval for a loan
that would have locked in a quick-sale schedule.

The new auction schedule was approved at a hearing on Jan. 7.
Judge Walrath said the video-game developer can hold an auction
35 days after the filing for Chapter 11 reorganization. Objection
to the original terms of the sale was lodged by the U.S. Trustee
and an ad hoc group of unsecured noteholders.  The noteholders
said that an "unjustifiably accelerated sale timeline" was
"designed specifically to thwart potential bidders from stepping
forward."

Judge Walrath also approved $37.5 million in financing for THQ's
reorganization on Jan. 7.

Mr. Rochelle notes that a different Delaware judge allowed Digital
Domain Media Group Inc. in September to hold an auction and sell
the business 10 days after filing bankruptcy.

Clearlake Capital Group, L.P.'s bid for the entire company as the
opening bid for an orderly auction process.  When THQ's bankruptcy
began, Clearlake was already under contract to buy the company at
an advertised price of about $60 million.  Clearlake is willing to
pay $6.65 million in cash, along with a $10 million seven-year
note bearing 2% interest.  In addition, Clearlake would assume
about $15 million in debt while paying off financing for the
Chapter 11 effort estimated to be $29 million.

THQ's unsecured notes last traded Jan. 7 for 16.375 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The price represents a
36.5% increase since the date of bankruptcy.

                            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.


TORM A/S: Board Reports on Restructuring, Debt Moratorium
---------------------------------------------------------
In connection with TORM A/S' Extraordinary General Meeting that
was set to be held on Jan. 9, TORM published the Board of
Directors' report on the restructuring of TORM which was completed
on November 5, 2012 and related equity transactions including
acquisition of treasury shares.

BOARD OF DIRECTORS' REPORT BY THE CHAIRMAN OF THE BOARD

N. E. NIELSEN

Introduction

"I am going to elaborate on the restructuring agreement under this
item [Wednes]day.  The agreement ensures TORM a substantial
deferral of its bank credit facilities, new liquidity and
significant cost savings from the restructuring of the fleet of
chartered-in vessels, which in itself is positive.  This allows
TORM to become cash flow positive, even at the current freight
rate levels.  The Company has thereby been given time to secure
its future, long-term capital structure."

"I will provide a brief summary of the events leading up to the
Company's Annual General Meeting held on April 23, 2012, at which
I reported on the conditional agreement in principle between the
bank group, the time charter partners and TORM."

The summary will be followed by a report on the most significant
events leading up to the completion of the final restructuring
agreement on November 5, 2012 and the subsequent listing
prospectus.

Entering the conditional agreement in principle

Since 2010, TORM has worked on improving the Company's capital
structure and liquidity situation by seeking to tap into different
corporate bond markets and through other measures.  Mainly due to
the Company's strategic position as a spot-oriented company, low
freight rates and the generally challenging conditions in the
capital markets, TORM was unable to obtain this type of financing.
With the continuously low freight rates and cyclically low vessel
values since fall 2011, TORM's Board of Directors did not find it
prudent to inject new equity in the Company at the time without
substantial amendments to the existing credit facilities.  In
October 2011, TORM therefore presented a proposal to the banks
that combined an equity injection of US$100 million with
subscription rights for existing shareholders and a bank
moratorium.  The proposal was not accepted by the banks, but the
Company achieved a standstill agreement with the banks, which was
extended several times during 2012 to ensure that a long-term,
comprehensive financing solution was found and implemented.

Throughout the whole process, TORM's Board of Directors and
Executive Management have worked on avoiding bankruptcy or other
in-court solutions in Denmark or abroad in order to best preserve
value and put all stakeholders in the best possible position.
However, the process also involved detailed negotiations and
preparations for a suspension of payments, including under the US
"Chapter 11" rules.  In the spring of 2012, TORM also succeeded in
obtaining conditional offers from reputable, international
shipping investors as well as institutional investors, who were
prepared to make new investments in the Company provided that
substantially amended bank terms were agreed.  However, the banks
chose not to enter into substantive negotiations with any of these
investors as they did not find the investor proposals sufficiently
attractive.

Since the fourth quarter of 2011 the Company's liquidity situation
has been very tight, and the total bank debt could be called at
any time at the banks' discretion due to non-compliance with
certain financial covenants.  Through negotiations with the bank
group during 2012 it became clear that the only achievable
solution with the bank group would not provide immediate debt
relief in the balance sheet nor any new liquid equity
contribution.  A solution could be found where TORM gained time
for a potential general market improvement in order to best
preserve shareholder value.  Therefore, TORM signed a conditional
agreement in principle with the banks and the major time charter
partners regarding a long-term financing solution as stated in
announcement no. 14 dated April 4, 2012 and elaborated in
announcement no. 20 dated April 23, 2012 and at the Annual General
Meeting.

Completion of the restructuring agreement

The conditional agreement in principle formed the basis of the
restructuring agreement, which is very comprehensive and contains
a number of supplementary agreements with individual parties,
including amendments to TORM's existing financing agreements.
During the period from April to November 2012, the final
contractual framework was detailed, documented and completed by
the banks, the group of time charter partners and the Company.
This prolonged process, including the period leading up to this,
was very costly to the Company, but it was preferable to the
alternative.  I will now explain the details of the restructuring.

Content of the restructuring agreement - Banks

New facility

As part of the restructuring, TORM has secured new working capital
of US$100 million until September 30, 2014 with first lien in the
majority of the Company's vessels.

Amended terms and conditions

Through the implementation of the restructuring, the Company's
group of banks has aligned key terms and conditions and financial
covenants across all existing debt facilities, and all maturities
on existing credit facilities have been adjusted to December 31,
2016.

The bank debt remained unchanged at US$1,794 million as of
September 30, 2012.  The book value of the fleet excluding vessels
under finance leases as of September 30, 2012 was US$2,167
million.  TORM's quarterly impairment test as of June 30, 2012
supported the carrying amount of the fleet based on the same test
and principles as used by the Company since the Annual Report for
2009.  Based on broker valuations, TORM's fleet excluding vessels
under finance leases had a market value of US$1,316 million as of
September 30, 2012, which was US$851 million lower than the
carrying amount.  The recognized equity amounted to US$358 million
as of September 30, 2012.

Going forward, interest on the existing debt will only be paid if
the Company has sufficient liquidity, and otherwise the remainder
will be accumulated until at least June 30, 2014 with potential
extension until September 30, 2014.  On average the interest
margin will increase to approximately 240 basis points on the bank
debt. The Company will pay interest on the new working capital
facility until September 30, 2014.

The new financing agreements provide for a deferral of
installments on the bank debt until September 30, 2014, in which
period rescheduled principal amortizations will only be payable if
the Company has sufficient liquidity.  Provided that the Company
generates sufficient positive cash flows, certain cash sweep
mechanisms will apply.  Annualized minimum amortizations of
US$100 million will commence with effect from September 30, 2014
until December 31, 2016.  If vessels are sold, the related secured
debt will fall due.

Changed legal group structure

As part of the restructuring agreement, TORM has implemented
substantial changes to the Company's internal legal group
structure, including transfers of vessels to separate legal
entities in Denmark and Singapore based on the individual loan
facilities.  All legal entities are ultimately owned by TORM A/S.

New financial covenants

New financial covenants will apply uniformly across the bank debt
facilities and will include:

-- Minimum liquidity: Cash plus the available part of the new
US$100 million working capital facility must exceed US$50 million
to be tested from December 31, 2012.  This will later be adjusted
to a cash requirement of US$30 million by September 30, 2014 and
US440 million by March 31, 2015.

-- Loan-to-value ratio: A senior loan tranche of US$1,020 million
has been introduced out of the total bank debt of US$1,793 million
as of June 30, 2012.  The senior tranche must have an initial
agreed ratio of loan to TORM's fleet value based on broker
valuations (excl. vessels under finance leases) at 85% to be
confirmed from June 30, 2013.  This will gradually be stepped down
to 65% by June 30, 2016.  The remaining bank debt of US$773
million has been divided into two additional debt tranches, both
with collateral in the Company's fleet.

-- Consolidated total debt to EBITDA: Initial agreed ratio of a
maximum of 30:1 to be tested from June 30, 2013, gradually stepped
down to a 6:1 ratio by June 30, 2016.

-- Interest cover ratio: Agreed EBITDA to interest ratio of
initially a minimum of 1.4x by June 30, 2014, gradually stepped up
to 2.5x by December 31, 2015.

Additional material covenants

The terms of the credit facilities will include a catalogue of
additional covenants, including amongst others:

-- A change-of-control provision with a threshold of 25% of shares
or voting rights.

-- No issuance of new shares or dividend distribution without
consent from the banks.

Specific information on option rights for banks

As part of the restructuring, certain specific option rights were
agreed that may result in a sales process to be defined by TORM
prior to January 31, 2013 for up to 22 vessels and repayment of
the related secured debt.  The options given to three bank
consortiums, which are subject to certain agreed terms and
conditions, have a duration until July 31, 2014.  One bank
consortium has given notice on five of the vessels.  TORM will
seek to maintain the vessels' association with the Company. I will
revert to this subject later.

Content of the restructuring agreement - Chartered-in tonnage

As part of the restructuring agreement, the time charter partners
have accepted that the existing time charter contracts will either
be permanently changed and rates will be aligned to market level
with upside/downside split or allow for termination of the
contracts with return of vessels.  These amendments will result in
a significant reduction of the Company's future time charter
commitments.  TORM estimates that the changes in time charter
contracts correspond to a total positive nominal mark-to-market
impact on TORM of approximately US$270 million.  A small number of
owners of chartered-in tonnage do not take part in the
restructuring.  As part of the restructuring, TORM will return 22
vessels to the time charter partners ahead of the original
contract schedule.

Effective from November 5, 2012, the date of the restructuring,
TORM's future time charter commitments were reduced by
approximately US$590 million, from US$818 million to US$228
million, due to the freight rates being aligned to market level,
as mentioned, or by redelivery of the vessels.

As a result of the agreement, the Tanker Division has reduced the
expected average time charter costs for the first quarter 2013
from US$/day 18,848 to US$/day 12,141, equal to a 36% reduction.

In the same period, the Bulk Division will reduce the average time
charter costs from US$/day 16,286 to US$/day 13,755, equal to a
16% reduction.

Overall, the restructuring agreement has provided TORM with a
moratorium on its bank debt and new liquidity, and it has reduced
the time charter costs to the prevailing market level, against the
banks and the time charter partners becoming shareholders of TORM
holding an aggregate of 90% of the shares.

New ownership structure as a result of the restructuring agreement

The receivable that the time charter partners were given as a
consequence of the amended contractual conditions as well as a fee
to the banks, estimated at a total net present value of US$200
million, has been converted into shares in the Company,
corresponding to 90% of the Company.  In this way, the existing
shareholders retained an ownership interest of 10.0% against the
7.5% announced at the Annual General Meeting held in April 2012.
The equity allocation between the banks and the time charter
partners has been agreed between them and is part of the
restructuring agreement.

"The conversion into new share capital will be described shortly.
First, however, I will explain the basis of the Board of
Directors' resolution to accept the restructuring agreement
including the supplementary agreements.

The basis of the Board of Directors' decision

Since September 2011, TORM has retained the assistance of the
international financial advisor Evercore Group LLC.  In addition,
the Board of Directors has obtained a valuation opinion letter
from the international investment advisor Moelis & Company UK LLP
and a valuation report from the accounting firm Ernst & Young with
respect to the debt conversion and the issue of the new shares to
the banks and the time charter partners in connection with the
restructuring.

Having carefully considered the financial and operational position
of the Company and the opinion letter from Moelis & Company UK
LLP, the Board of Directors assessed that it would be in the best
interests of the Company, its shareholders, creditors, other
stakeholders and other interested parties to issue the new shares
in the Company against conversion of the total consideration of
USD 200 million from time charter partners and banks to allow TORM
to continue its operations without bankruptcy or similar in-court
proceedings.

The new shares were issued under the authorization given to the
Board of Directors at the Annual General Meeting held on April 23,
2012."

"I will now provide an account of the changes to the share capital
that took place on November 5, 2012.

Capital decrease

At TORM's Annual General Meeting held on April 23, 2012 it was
decided to reduce the share capital of TORM by a nominal value of
DKK363,272,000 from DKK364,000,000 nominal value to DKK728,000
nominal value by transfer of the reduction amount to a special
reserve fund and by changing the nominal amount per share
(denomination) from DKK5.00 to DKK0.01 in accordance with section
188(1)(3) of the Danish Companies Act.  One of the reasons for
this was that new shares could not be issued at a price below the
nominal value.  Accordingly, TORM was unable to issue new shares
prior to the capital reduction, as the share price was below
DKK5.

By publication of the resolution to reduce the Company's share
capital via the IT system of the Danish Business Authority on
April 23, 2012, TORM's creditors were notified of the resolution
and given the statutory four-week period for filing claims from 23
April 2012 under section 192(1) of the Danish Companies Act.  By
the end of the statutory creditor notice period, TORM had not
received notice of any claims outside the ordinary course of
business which were not waived or settled in connection with the
completion of the restructuring.

On November 5, 2012, as part of the restructuring, the Board of
Directors decided to complete the capital reduction pursuant to
the resolution passed at TORM's Annual General Meeting held in
April 2012.

Capital increase

At TORM's Annual General Meeting held on April 23, 2012 the Board
of Directors was also among others also authorized to increase the
share capital of TORM by up to a total nominal value of
DKK2,400,000,000 by payment in cash, conversion of debt or
contribution of assets other than cash without pre-emptive
subscription rights for the existing shareholders at a rate
discounted to the market price, as per article 2.14 of the
Articles of Association.

Following the decision to reduce the share capital as described
above, the Board of Directors decided to exercise the
authorization in article 2.14 of the Articles of Association to
increase the share capital of TORM by a nominal value of
DKK6,552,000 by issuance of 655,200,000 shares of a nominal value
of DKK 0.01 each.

The capital increase comprised a directed issue of new shares by
conversion of debt of DKK1,174,100,581 in total (approximately
US$200 million) pursuant to the terms of the restructuring
agreement and supplementary agreements to TORM's banks and time
charter partners or their assignees.  The capital increase was
fully subscribed for the aggregate of 655,200,000 new shares of a
nominal value of DKK0.01 each, at a subscription price of
DKK1.79 per share of DKK nominal value 0.01 each (approximately
US$0.31 per share).  The new shares issued corresponded to 90% of
TORM's registered share capital and votes following the
registration of the capital increase with the Danish Business
Authority.  TORM's issued share capital now amounts to DKK
7,280,000 nominal value, equal to 728,000,000 shares of a nominal
value of DKK0.01 each.

The same rights apply to the new shares as to the existing shares
including that the new shares are also negotiable instruments, and
no special restrictions apply to the transferability of the new
shares under Danish company law.

TORM's existing share option programs were subsequently adjusted
in accordance with the capital increase, but exercise prices still
remain significantly higher than the current share price, and the
share option programs are therefore "under water".

Acquisition of own shares

On September 27, 2012, in connection with the restructuring, TORM
signed a separate agreement to acquire own shares from certain
time charter partners, who were also parties to the restructuring.
The agreement concerned the acquisition of 3,739,840 shares in
TORM with an aggregate nominal value of DKK37,398.40,
corresponding to 0.5% of TORM's total share capital.

The shares were transferred immediately after the completion of
TORM's restructuring on November 5, 2012, against the release of a
claim of an estimated value of US$0.6 million according to
independent valuation.  TORM's shares closed at DKK2.72 and
DKK2.56 on NASDAQ OMX Copenhagen A/S on the date of the completion
of the agreement and on the date of the share transfer,
respectively.

Following prolonged negotiations, and supported by statements from
various advisers, the Board of Directors assessed that the
agreement to acquire own shares was the Company's only real
opportunity of securing participation by the involved parties in
the overall restructuring and thus avoid the serious and imminent
detrimental effects to TORM and its stakeholders of a potential
bankruptcy or other insolvency proceedings, cf. section 199 of the
Danish Companies Act.

Listing prospectus

The new shares were issued and registered with the Danish Business
Authority on November 5, 2012 at the completion of the
restructuring.  The shares were issued under a temporary ISIN
code, which was combined with the ISIN code for the existing
shares after the publication of a listing prospectus in early
December 2012.

This prospectus describes in detail the Company's current
situation after the restructuring agreement and provides an in-
depth description of risk factors.

Among other things, the prospectus states that with the
restructuring TORM has gained time for a potential market
improvement and to secure the Company's future, long-term capital
structure.  However, TORM currently has a considerable bank
financing and in the absence of substantial market and rate
improvements TORM will most likely continue to generate losses,
thus eroding the equity.  Moreover, the existing capital structure
does not provide the necessary basis for the financing of TORM's
operations and growth in the medium to long term, and additional
financing, remission of debt or alternative actions will be
required.

Based on broker valuations, the market value of TORM's fleet,
excluding finance leases, of US$1,316 million at September 30,
2012 was significantly lower than TORM's bank debt of US$1,906
million at the completion of the restructuring.  If the underlying
market conditions do not improve, there is a risk that the gap
between the debt and the fleet market value will widen, simply
because the vessels age.  In case the freight rates remain low
over a longer period, there will be a considerable risk of an
impairment of the Company's fleet values.  The same may apply in
case the assumptions for the quarterly impairment test are
changed.  This is described in detail in note 2 of the Company's
quarterly reports as well as in the listing prospectus.

The prospectus also describes that TORM's financing agreements
entered into in connection with the restructuring contain
financial and operational covenants.  If the difficult market
conditions experienced during 2012 continue, TORM expects that the
credit agreements may be breached at the time of testing of the
financial covenants on June 30, 2013 and, under certain scenarios,
before or after this date.  In case of a risk of breach of
covenants, TORM plans to initiate renegotiations with the secured
lenders to obtain the necessary waivers and amendments.

The prospectus also provides a detailed description of the
individual option rights that I mentioned earlier for the lenders
under three of the Company's bank facilities to request the sale
of vessels being financed by the bank facilities in question.  The
options relate to bank facilities financing thirteen, five and
four vessels, respectively.  Under the options, the Company will
be required to propose a sales strategy to be agreed with the
relevant lenders for the vessels comprised by the options.  The
lenders under the bank facility financing five vessels have
exercised their option and thus initiated the process set out in
relation to these five vessels.

The total outstanding debt relating to the bank facility financing
five vessels was US$121 million as of the restructuring.  The
carrying amount of the five vessels was US$210 million at
September 30, 2012 and the market value based on broker valuations
was US$141 million at September 30, 2012.  The average age of the
five vessels was two years as of the restructuring. Based on the
above-mentioned broker valuations, a sale of the five vessels
would result in P&L loss of approx. US$69 million.

The complete listing prospectus is available at the Company's
Web site http://www.torm.com

Substantial contact with public authorities

As mentioned earlier, completing the contractual framework and
finalizing preparations for the technical completion of the
restructuring agreement has been a long, drawn-out process. Due to
the complexity of the agreements, it was necessary to maintain
substantial concurrent contact with, in particular, the Danish
Business Authority, the Danish Securities Council and the Danish
FSA, which have contributed very efficiently.

For example, the banks and certain of the time charter partners
behind the restructuring of TORM requested the Danish FSA to grant
an exemption from the Danish rules on mandatory takeover bids in
line with the advance indications to this effect previously
received from the FSA.  On December 3, 2012, TORM was informed
that the FSA had issued exemption from the obligation to submit a
takeover offer to the shareholders in TORM.

The Danish Securities Council was asked to make a ruling on the
planned accounting treatment of the restructuring with the
Company's banks and time charter partners.  The ruling is
described in a separate company announcement dated November 15,
2012, and its net effects in the fourth quarter of 2012 are as
follows: The capital increase of US$200 million by conversion of
debt will be recognized as an increase in equity.  A net loss of
approx. US$150 million mainly related to cancelled time charter
agreements (operating leases) and finance lease time charter
agreements will be recognized in the income statement.
Accordingly, the net impact on equity is an increase of US$50
million.  There is no impact on liquidity.

TORM hereafter forecasts a loss before tax for 2012 of US$500-530
million including the accounting effects of the restructuring and
excluding further vessel sales and potential impairment charges
and any consequences if the sales options are exercised.

The significance of freight rates for TORM's future

As everybody is well aware, shipping is a cyclical industry with
very volatile freight rates.  Looking back at the past decade, it
was characterized by major freight rate fluctuations which gave us
some five years with very high earnings, but also the past four
years with very low freight rates resulting in significant losses.

If the difficult tanker and bulk market conditions experienced in
2012 continue for an extended period, the Company expects to
breach the new financial covenants during the course of 2013.

If, however, the recent freight rate levels seen in the product
tanker market in the fourth quarter of 2012 are maintained over a
number of years, the Company will be able to meet its new
financial covenants and in the future be able to service its debt
as it falls due.  If freight rates reach the ten-year historical
average, TORM will be in a position of generating profits and it
will be able to make considerable repayments on its bank debt.

Simply put: With a substantial and fast improvement in freight
rates, TORM will be able to service all its debt.  Alternatively,
a future agreement with TORM's lenders regarding a significant
change in the capital structure of the Company is a necessity.

TORM going forward

The comprehensive restructuring agreement provides a financial
safety net under TORM. This is in the interest of all concerned.
The shareholders avoid losing all their assets . The banks avoid
incurring the major losses that a potential bankruptcy would
entail.  TORM will remain a going concern based on the existing
employees.  A group of owners consisting of Nordic and
international banks with large ownership interests can only be
seen as an asset for the Company.  At the beginning of 2014,
TORM's owned fleet consisted of 65 product tankers and two dry
bulk vessels.  In addition to the owned vessels, TORM had
chartered-in 12 product tankers and 28 dry bulk vessels.

"TORM will once again be able to focus 100% on operations and its
collaboration with customers and other important stakeholders.
TORM has thus gained time to await improved market conditions and
freight rates and to secure a final capital structure solution.

"I am confident that, under the new ownership, with a new Board of
Directors and a continuously dynamic management and staff in
Denmark, abroad and onboard vessels, TORM will be able to define a
new strategy that will ensure the Company's ability to benefit
from the economic recovery, when it comes, and continue to make
TORM an interesting and challenging place to work.  Please give
the new Board of Directors together with the management and
employees time to present their plan for the future.

"On behalf of the Board of Directors, I am pleased and content
that the time charter partners and our banks have shown their
confidence in TORM.  I am certain that the Company will honor
these expectations by delivering the best possible results for
customers in terms of quality and costs, and thereby the owners."

Proposals for the amendments to the Articles of Association

The proposals for the amendments to the Articles of Association
are a consequence of the restructuring.  Proposal 2.a. will cancel
the authorizations to increase the share capital, which were given
at the Annual General Meeting in 2012 in order to conclude a
restructuring agreement.  Proposal 2.b. is editorial in nature due
to the name change of the Danish Business Authority.  Proposals
2.c. to 2.e. concern minority protection, which is a part of the
agreement between the banks and the owners of the chartered-in
tonnage.  This can of course be a good thing, but may prove
difficult to handle when TORM's final capital structure is to be
determined.  Proposal 2.f. to change the term of office of board
members is part of the restructuring agreement.

Thank you

"On behalf of all the members of the Board of Directors, I would
like to conclude this report by thanking all our stakeholders for
their cooperation and strong commitment to finding a joint
solution through this highly challenging period for the Company."

                            About TORM

With headquarters in Copenhagen, Denmark, TORM (NASDAQ: QMX) is
one of the world's leading carriers of refined oil products as
well as a significant player in the dry bulk market. The Company
runs a fleet of approximately 110 modern vessels in cooperation
with other respected shipping companies sharing TORM's commitment
to safety, environmental responsibility and customer service.


TRIZETTO GROUP: S&P Alters Outlook on 'B' CCR to Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Denver-based health care information technology (HCIT)
provider TriZetto Group Inc. to negative from stable.  In
addition, S&P affirmed its 'B' corporate credit rating on the
company.

The outlook revision reflects weak operating performance in recent
quarters, which has elevated adjusted leverage to above 9x.

"The outlook revision is based on continued operating weakness
that has resulted in trailing 12-month adjusted leverage of more
than 9x and negative free operating cash flow (FOCF)," said
Standard & Poor's credit analyst Andrew Chang. "Our expectation is
that adjusted leverage will remain elevated in the near term due
to continued operational challenges and accreting preferred stock,
which we treat as debt," added Mr. Chang.

The rating on TriZetto reflects Standard & Poor's expectation that
the company will maintain its "weak" business risk profile despite
continued investments in its business and transition toward "full
stack solution" sales (as compared to historical perpetual
software license sales), which has reduced profitability in recent
quarters.  S&P believes that the company will continue to have a
"highly leveraged" financial risk profile, partly because of
accreting preferred stock.

TriZetto is an HCIT provider that develops enterprise software
solutions and provides outsourcing and consulting services to
health care payers and providers.  The company is a relatively
small participant in a market that features large health care
plans with proprietary in-house solutions and large stand-alone
software providers with greater financial resources.  The
acquisition of Gateway EDI, completed in early 2011, somewhat
diversified its revenue base through penetration of the health
care provider market, but this segment remains small overall
despite good recent growth.  However, TriZetto maintains good
revenue visibility, with more than 60% of its revenues comprising
recurring software maintenance contracts, outsourcing contracts,
and consulting services, and it has long term relationships with
its diversified customer base.


USA BABY: District Court Dismisses Former President's Lawsuit
-------------------------------------------------------------
District Judge Joan B. Gottschall dismissed a 40-count amended
complaint filed by Scott Wallis on behalf of himself individually
and as beneficiary of USA Baby, Inc.  Mr. Wallis, the company's
former president and a 5% stockholder, asserts claims against
roughly 190 defendants, not all of whom have been served, seeking
$500 million in damages for alleged breaches of an automatic
bankruptcy stay, "interference in interstate commerce, trafficking
in good or services bearing counterfeit marks, copyright
infringement, the deprivation of civil rights, conspiracy to
violate said civil rights," negligence in preventing civil rights
violations, racketeering, and conspiracy to commit racketeering.
According to Judge Gottschall, however, Mr. Wallis has failed to
state a claim upon which relief can be granted.

The case is, SCOTT WALLIS, Individually and as Sole Beneficiary of
USA Baby Inc.'s Assets Plaintiff, v. ALAN LEVINE, et al.,
Defendants, Case No. 12 C 5285 (N.D. Ill.).  A copy of the
District Court's Jan. 2, 2013 Memorandum Opinion & Order is
available at http://is.gd/Ys6Smsfrom Leagle.com.

                          About USA Baby

Based in Lombard, Illinois, USA Baby Inc. sold infant and
children's furniture.  USA Baby was formed in 2003 to franchise
stores selling furniture and other products for babies and
children.  It operated no stores of its own.

On Sept. 5, 2008, three creditors, Wallis Kraham of Binghamton,
N.Y., Jack B. Whisler of Arlington Heights, Ill., and Leslie Ruess
of San Diego, filed an involuntary Chapter 11 petition (Bankr.
N.D. Ill. Case No. 08-23564), claiming breach of subscription
agreement and seeking $122,875 in the aggregate.   Abraham
Brustein, Esq., at Dimonte & Lizak, LLC, represented Wallis
Kraham, one of the petitioning creditors.

The bankruptcy court entered an order for relief, leaving USA Baby
in possession of the bankruptcy estate, but the corporation did
not file the required bankruptcy schedules or statements.

A group of franchisees, citing that failure and alleging a history
of prepetition mismanagement by Scott Wallis, the company's
president and a 5% stockholder, asked the bankruptcy court to
appoint a trustee and convert the case to Chapter 7.  While those
motions were pending, the company filed a statement of affairs and
the required schedules.

The bankruptcy court appointed Barry Chatz as trustee but denied
the franchisees' motion for conversion to Chapter 7.  Days later,
though, Mr. Chatz filed his own motion for conversion, citing lack
of funding.  The bankruptcy court converted the case but also
allowed Mr. Chatz to continue operations for a limited time.

In May 2009, Commerce Capital LP was granted relief from the
automatic bankruptcy stay to foreclose on a lien against USA
Baby's assets.  On July 6, 2009, Commerce Capital conducted a
foreclosure sale of the assets, which included USA Baby's
trademarks and franchise agreements, and through credit bidding,
purchased the assets itself for $1 million.  On Nov. 18, 2009,
Commerce Capital brought a claim against a franchisee group, the
United Storeowners Association of Baby Stores, LLC, for
unauthorized use of intellectual property formerly belonging to
USA Baby and currently belonging to Commerce Capital.  Commerce
Capital subsequently settled a number of claims against the
franchisees regarding the trademarks and franchise agreements.


VITRO SAB: 5th Cir. Affirms Order Recognizing Mexican Proceeding
----------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit affirmed the lower
courts' judgment recognizing Vitro S.A.B. de C.V.'s Mexican
reorganization proceeding and the appointment of foreign
representatives.  The Fifth Circuit also affirmed the bankruptcy
court's order denying enforcement of the Mexican reorganization
plan.

The Ad Hoc Group of Vitro Noteholders, a group of creditors
holding a substantial amount of Vitro's debt, took an appeal from
the district court's decision affirming the bankruptcy court's
recognition of the Mexican reorganization proceeding and Vitro's
appointed foreign representatives under Chapter 15 of the
Bankruptcy Code.  Vitro and one of its largest third-party
creditors, Fintech Investments, Ltd., each took an appeal directly
to the Fifth Circuit from the bankruptcy court's decision denying
enforcement of the Mexican reorganization plan because the plan
would extinguish the obligations of non-debtor guarantors.

The Fifth Circuit appeals are: AD HOC GROUP OF VITRO NOTEHOLDERS,
Appellant, v. VITRO SAB DE CV, Appellee; VITRO SAB DE CV,
Appellant, v. AD HOC GROUP OF VITRO NOTEHOLDERS; WILMINGTON TRUST,
NATIONAL ASSOCIATION, solely in its capacity as indenture trustee;
U.S. BANK NATIONAL ASSOCIATION, Appellees; FINTECH INVESTMENTS,
LIMITED, Appellant, v. AD HOC GROUP OF VITRO NOTEHOLDERS;
WILMINGTON TRUST, NATIONAL ASSOCIATION, solely in its capacity as
indenture trustee; U.S. BANK NATIONAL ASSOCIATION, Appellees.
No. 12-10542, Consolidated with No. 12-10689., 12-10750 (5th
Cir.).  A copy of the Fifth Circuit's Jan. 7, 2013 decision is
available at http://is.gd/h1Ah8Vfrom Leagle.com.

The Fifth Circuit panel consists of Circuit Judges Carolyn Dineen
King, Jerry Edwin Smith, and Rhesa Hawkins Barksdale.  Judge King
penned the decision.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.

In November, the U.S. Court of Appeals Judge Carolyn King ruled
that Vitro SAB won't be permitted to enforce its bankruptcy
reorganization plan in the U.S.  She said that Vitro "has not
shown that there exist truly unusual circumstances necessitating
the release" preventing bondholders from suing subsidiaries.


VM ODELL'S: Colorado Court Issues Injunction Order
--------------------------------------------------
Colorado District Judge William J. Martinez granted the request of
Freshpack Produce, Inc., for preliminary injunctive relief against
VM Wellington LLC, et al.

Defendants (1) VM Operations LLC, (2) Village Markets Holding
Ltd., LLC, (3) Savoy Income Fund I LP, (4) Samuel J. Mancini, and
(5) Ronald S. Allen, and their officers, agents, servants,
employees, attorneys, and financial institutions, are restrained
from disbursing funds that are generated by or resulting from the
sale of perishable agricultural commodities, except for payment in
full to Freshpack's counsel.

Between Jan. 2, 2012, and Sept. 25, 2012, Freshpack sold and
delivered to VM Wellington fresh produce worth $263,835.  Of that
amount, $74,705 remains unpaid, and Freshpack has been
unsuccessful in collecting payment from VM Wellington et al.

Two entities related to VM Wellington et al. and who received
produce from Freshpack, have filed for bankruptcy protection: VM
Odell's LLC, which filed on Sept. 24, 2012; and VM Williams LLC,
which filed on Sept. 25, 2012.

VM Operations LLC owns and manages the two operating entities that
are in bankruptcy.  Prior to the bankruptcy petitions, VM
Operations would pay the accounts receivable for those entities,
including payments for produce received from Freshpack.  Since
filing for bankruptcy, VM Operations no longer receives monies
from the bankrupt entities without court order.

Freshpack filed the lawsuit on Dec. 4, 2012, alleging statutory
violations under the Perishable Agricultural Commodities Act,
7 U.S.C. Sections 499 et seq.  Two days later, Freshpack obtained
a temporary restraining order against the Defendants.

Among others, the Defendants have argued that injunctive relief in
favor of Freshpack would be moot because Freshpack will soon
receive payment via a Chapter 11 payment plan with respect to the
bankrupt entities. Mr. Mancini represented to the Court that the
bankrupt parties are currently in the midst of a "reorganization
plan," which should be finalized towards the end of January 2013.
While he did not agree to extension of the TRO until such time,
Mr. Mancini did assert that the outstanding amounts of $74,705.95
would be paid to Freshpack.

In this regard, the Court directed the parties to provide a status
report regarding the reorganization on Jan. 31, 2013.

The Court also directed the Defendants to deposit by Jan. 11,
2013, into an interest bearing escrow account with a federally-
insured financial institution the amount of $74,705 to serve as
Freshpack's security.

The case is, FRESHPACK PRODUCE, INC., Plaintiff, v. VM WELLINGTON
LLC, d/b/a BELLA'S MARKET WELLINGTON, VM OPERATIONS LLC, VILLAGE
MARKETS HOLDING LTD., LLC, SAVOY INCOME FUND I LP, SAMUEL J.
MANCINI, RONALD S. ALLEN, and ALAN CARMAN, Defendants, Civil
Action No. 12-cv-3157-WJM-MJW (D. Colo.).  A copy of the District
Court's Jan. 3, 2013 Order is available at http://is.gd/RVW2AA
from Leagle.com.

VM Odell's LLC operates Bella's Market stores in Akron, Wray,
Haxtun, Wiggins, Walden and St. Francis.  The Company filed for
Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 12-29791) on
Sept. 24, 2012, listing under $10 million in both assets and
debts.  Judge A. Bruce Campbell oversees the case.  Brent R.
Cohen, Esq., and Chad S. Caby, Esq., at Rothgerber Johnson & Lyons
LLP, represent the Debtor as counsel.  The petition was signed by
Samuel J. Mancini, manager of Savoy Holdings Ltd. LLC.

The holding company, Village Market Holdings Ltd., did not file
for bankruptcy protection.


VTE PHILADELPHIA: Files for Ch. 11 to Stop Sheriff's Sale
---------------------------------------------------------
VTE Philadelphia, LP, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-10058) in Manhattan on Jan. 7, 2013.

The Debtor is a single asset real estate case consisting of a
vacant land located at 709-717 North Penn Street, in Philadelphia,
Pennsylvania.

The Chapter 11 petition was filed on the eve of a sheriff's sale
scheduled by the secured creditor, U.S. Bank National Association,
which has obtained judgment for foreclosure from the Court of
Common Please of Philadelphia County.  The judgment amount owed to
the bank is $16.9 million.

The Debtor says the purpose of the Chapter 11 filing is to stay
the Sheriff's foreclosure sale and allow the Debtor an opportunity
to obtain investors which will enable it to complete the project.

VTE blamed the poor real estate market for its failed attempt to
build the 47-story Trump Tower Philadelphia along the Delaware
River.

The Debtor says it does not know the exact value of its property
but believes that it is less than the amount owed to the bank.

The Debtor attached a balance sheet to the petition.  The Debtor
disclosed $11.5 million in total assets and $29.8 million as of
Jan. 6, 2013.

The Debtor doesn't anticipate having a payroll or conducting any
business operations during the next 30 days.

The Debtor is required to submit a Chapter 11 plan and disclosure
statement by May 7, 2013.  The initial case conference is due by
Feb. 6.

The Debtor did not file any first day motions.


VTE PHILADELPHIA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: VTE Philadelphia, LP
        44 Wall Street, 2nd Floor
        New York, NY 10005

Bankruptcy Case No.: 13-10058

Chapter 11 Petition Date: January 7, 2013

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

Debtor's Counsel: Alex Spizz, Esq.
                  TODTMAN, NACHAMIE, SPIZZ & JOHNS, P.C.
                  425 Park Avenue
                  New York, NY 10022
                  Tel: (212) 754-9400
                  Fax: (212) 754-6262
                  E-mail: aspizz@tnsj-law.com

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

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

The petition was signed by Joseph Tyrnauer, authorized
representative of Leser Group, LP, general partner.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Multi Capital Group                --                     $533,825
44 Wall Street, 2nd Floor
New York, NY 10005

Case Foundation                    --                     $443,700
850 Cassatt Road, Suite 370
Berwyn, PA 19312

Laval Corp.                        --                     $404,861
1123 Broadway, Suite 807
New York, NY 10010

City of Philadelphia               --                     $294,473
Municipal Services Building
1401 JFK Boulevard
Philadelphia, PA 19102

Alesker & Dundon Architects        --                     $210,281

Langan Engineering                 --                     $154,008

Luxury Marketing and Sales         --                     $136,200

Sherman Advertising                --                     $120,472

Ballard Spahr Andrews & Ingersoll, --                      $72,435
LLP

BP Independent Reprographics       --                      $35,633

BSD Realty Worldwide Inc.          --                      $30,000

Cashman LLC                        --                      $21,744

Keaton Building Corp.              --                      $21,467

Bradford                           --                      $18,000

Tabas Funding                      --                      $15,000

Kennedy Fabrications               --                      $12,047

Hudson Engineering                 --                      $11,696

Grenwald Waldron Associates        --                      $11,517

Niche Media Holding, LLC           --                      $10,732

Crowell Moring                     --                       $9,457


WINDSTREAM CORP: Fitch Rates New $700MM Sr. Unsecured Notes 'BB+'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' senior secured debt rating to
Windstream Corporation's (NASDAQ: WIN) proposed senior secured
term loan, which could total up to $300 million, and a 'BB+' to
its proposed offering of up to $700 million of senior unsecured
notes. Windstream's Issuer Default Rating (IDR) is 'BB+'.  The
Rating Outlook is Stable.

Proceeds from the offerings will be used to refinance existing
debt and cover related refinancing fees and expenses. The proceeds
from the proposed Tranche B4 term loan will be used to repay the
outstanding amounts on its existing Tranche A2 and Tranche B term
loans due in July 2013. The Tranche A2 and Tranche B term loans
had $20 million and $282 million, respectively, outstanding as of
Sept. 30, 2012. Covenants on the new term loan will be consistent
with its existing credit agreement. Proceeds from the $700 million
senior unsecured note offering will be used to fund a tender offer
for the $650 million of 8.875% senior secured notes due 2017
previously issued by its subsidiary PAETEC Holding Corp. (PAETEC).
The refinancing will result in material interest expense savings.

Following the refinancing of the term loan, Windstream's only
significant maturity in 2013 consists of an $800 million senior
unsecured note maturing in August 2013. While Fitch believes
Windstream will likely refinance the maturing debt prior to
August, Fitch believes the capacity available on its $1.25 billion
revolving credit facility (undrawn as of Sept. 30, 2012) provides
the company with the flexibility to repay the $800 million due if
market conditions do not permit refinancing prior to that date.

KEY RATING DRIVERS

Key rating factors which support the rating include:

  -- Expectations for the company to generate strong operating and
     free cash flows and to have access to ample liquidity;

  -- Revenues have become more diversified as recent acquisitions
     have brought additional business and data services revenue.
     Following the fourth quarter 2011 acquisition of PAETEC,
     business service and consumer broadband revenues, which both
     have solid growth prospects, were 69% of revenues in the
     third quarter of 2012;

  -- Prospects for improved free cash flow as certain investments
     wind down in 2013.

The following concerns are embedded in the ratings:

  -- Higher leverage, which is expected to moderate through
     merger-related and other cost savings and debt reduction;

  -- Competition for consumer voice services;

  -- Integration risk, which is moderated by the company's
     experience in acquiring and incorporating small- and medium-
     sized acquisitions.

Pro forma for the PAETEC acquisition and excluding non-cash
actuarial losses on its pension plans, latest 12 months (LTM)
leverage as of Sept. 30, 2012 was 3.75x (3.70x on a net leverage
basis), somewhat above the upper end of the company's net leverage
target of 3.2x-3.4x. Fitch also believes leverage is slightly high
for the current rating category.

For 2012, Fitch estimates leverage approximated 3.7x, and expects
leverage to approximate 3.4x by 2013. Moderate EBITDA growth --
due to modest revenue growth and synergies from the PAETEC
acquisition -- as well as debt reduction, support prospective
leverage improvements. Approximately $50 million in cost savings
from the PAETEC acquisition remain to be achieved in 2013, and a
management reorganization completed in the third quarter of 2012
is expected to lead to approximately $40 million in annual cost
savings. Acquisitions, which have pushed leverage higher, have
diversified the company's revenue stream and improved its growth
prospects.

On Sept. 30, 2012, Windstream had $1.235 billion available on its
$1.25 billion revolver due December 2015, net of letters of
credit, and $115 million of cash on its balance sheet. Principal
financial covenants in Windstream's secured credit facilities
require a minimum interest coverage ratio of 2.75x and a maximum
leverage ratio of 4.5x. The dividend is limited to the sum of
excess free cash flow and net cash equity issuance proceeds
subject to pro forma leverage of 4.5x or less.

As of Sept. 30, 2012, debt maturities, including bank debt
amortization, for the remainder of 2012 were nominal, and
approximately $1.2 billion in 2013. Fitch estimates free cash flow
(after dividends) for Windstream was in the $225 million to $275
million range in 2012. The company's guidance called for capital
spending in the $1.005 billion to $1.105 billion range, including
PAETEC integration capital spending. Fitch expects capital
spending to be approximately $200 million lower in 2013 as
spending on fiber to the tower projects and the company's portion
of broadband stimulus investments winds down. Cash taxes are
expected to remain low in 2013 (in the range of $40 million to $50
million), as tax planning and the American Taxpayer Relief Act of
2012 will cause 2013 cash taxes to be lower than previously
expected by approximately $200 million, but higher than 2012 when
there was a modest cash tax benefit.


WINDSTREAM CORP: Moody's Rates $700MM Sr. Unsecured Notes 'Ba3'
---------------------------------------------------------------
Moody's Investors Service has assigned a Baa3 (LGD2-13%) rating to
Windstream Corporation's proposed $300 million Term Loan B-4 due
2020 and a Ba3 (LGD5-75%) rating to its proposed $700 million
senior unsecured notes due 2023. The proceeds will be used to
refinance $300 million of term loan debt that matures in 2013 and
$650 million face value of 8.875% senior secured PAETEC notes due
2017. As part of the rating action, Moody's has also changed the
company's outlook to negative from stable due to the lack of
progress in reducing leverage and Moody's view that the company's
competitive position may be undermined by its shareholder friendly
capital allocation stance.

Moody's has taken the following rating actions:

Issuer: Windstream Corporation

  Assignments:

    $300 million Senior Secured Term Loan B-4 due 2020, Assigned
    Baa3, LGD 2--13%

    $700 million Senior Unsecured Notes due 2023, Assigned Ba3,
    LGD 5-75%

  Outlook Actions:

Outlook, Changed to Negative from Stable

Ratings Rationale

"Windstream's high dividend consumes the majority of its
discretionary free cash flow and pressures the company's ability
to reinvest in capex or repay debt to materially reduce leverage,"
said Mark Stodden, Moody's analyst. Moody's believes that this
underinvestment will erode the company's long term competitive
position versus its telecom and cable peers. "Further, low capital
spending could negatively impact margins and lead to weaker
EBITDA, as the company may rely more heavily upon leased
facilities outside its ILEC footprint," continued Stodden.

Windstream's Ba2 corporate family rating broadly reflects Moody's
expectations that the company's adjusted Debt/EBITDA leverage will
move below 3.75x over the next 12 to 18 months after remaining
elevated as result of the acquisition of Paetec. Moody's forecasts
approximately flat revenues and EBITDA for the next two to three
years, as modest growth in business services offsets consumer
weakness. Moody's expects merger synergies from recent
acquisitions and ongoing cost cutting efforts to offset the
negative margin impact of an unfavorable product mix shift.
However, should growth or cost cutting efforts stall, Windstream's
EBITDA could face pressure, which would further delay the targeted
leverage reduction.

Following the refinancing of the $300 senior secured term loan,
Windstream has $800 million of unsecured notes due in 2013. If the
company chooses to refinance the unsecured debt with secured debt,
in accordance with Moody's Loss Given Default framework, the Baa3
ratings on secured debt at Windstream Corp. are likely to remain
unchanged (assuming no change to Windstream's corporate family
rating.)

Moody's views Windstream as having good liquidity, supported by
$115 million of cash as of 9/30/12 and an undrawn $1.25 billion
revolver. The company is expected to generate over $150 million of
free cash flow in 2013, primarily due to lower capex and the cash
tax benefits from the extension of bonus depreciation. The
relative stability of the company's cash flow generation and good
visibility into capital expenditures, eliminates a risk of
unforeseen liquidity needs. The company has approximately $800
million in debt maturities in 2013, which Moody's expects could be
paid down with the use of the revolver or through external
refinancing. The company's ability to borrow under the facility is
subject to leverage (total leverage ratio not exceeding 4.5x) and
interest coverage (less than 2.75x) covenants. Moody's expects
Windstream to have ample amount of cushion under both of its
financial covenants. In an unlikely event of a liquidity crisis,
Windstream does not have material, non-core assets to sell.

Moody's could stabilize Windstream's outlook if the company can
achieve better than expected EBITDA growth such that leverage is
on track to fall below 3.75x (Moody's adjusted) over the next 12
to 18 months through debt repayment, the realization of cost
cutting or an improvement in top line growth. Additionally,
Moody's will assess the company's ability to sustain or improve
its competitive position prior to restoring a stable outlook.

Windstream's ratings could face downward pressure if free cash
flow weakens, which could result from a failure to realize
expected merger synergies or a deterioration in business
fundamentals. Further, the ratings could be lowered if Moody's
believes that leverage is not on track to fall below 3.75x
(Moody's adjusted) on a sustainable basis over the next 12 to 18
months.

The principal methodology used in rating Windstream was the Global
Telecommunications 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.

Windstream Corporation, Inc. ("Windstream" or the "Company") is an
Incumbent Local Exchange Carrier (ILEC) headquartered in Little
Rock, AR. The company was formed by a merger of Alltel
Corporation's wireline operations and Valor Communications Group
in July 2006. Windstream has continued to grow through
acquisitions and, following the acquisition of Paetec Holding
Corp. ("Paetec") in 2011, Windstream provides services in 48
states.


WINDSTREAM CORP: S&P Assigns 'BB+' Rating to $300MM Secured Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '1' recovery rating to Little Rock, Ark.-based
telecommunications service provider Windstream Corp.'s proposed
$300 million senior secured term loan B-4 due 2020.  The '1'
recovery rating indicates expectations for very high (90% to 100%)
recovery in the event of payment default. S&P also assigned a 'B'
issue-level rating and '6' recovery rating to the company's
proposed $700 million of senior notes due 2023.  Proceeds from the
notes will be used to tender for the $650 million of PAETEC senior
secured notes while proceeds from the new term loan B tranche
will be used to refinance upcoming bank maturities.

At the same time, S&P raised the issue-level rating on subsidiary
PAETEC Holding Corp.'s senior unsecured debt to 'BB-' from 'B' and
revised the recovery rating to '3' from '6'.  The '3' recovery
ratings indicates S&P's expectation for meaningful (50% to 70%)
recovery in a default scenario.  The upgrade reflects the improved
recovery prospects following the redemption of secured debt at
that entity.

S&P's 'BB-' corporate credit rating and stable outlook on
Windstream are not affected by the new debt.  Pro forma adjusted
leverage of around 4.2x for the rolling-12-months ended Sept. 30,
2012, is somewhat high but still supportive of the company's
"aggressive" financial risk profile.  (For the corporate
credit rating rationale, see the summary analysis on Windstream
published on Oct. 25, 2012, on RatingsDirect.)

The ratings on Windstream reflect an "aggressive" financial risk
profile, incorporating the company's shareholder-oriented
financial policy with a commitment to a substantial common
dividend, which limits potential debt reduction.  "We also expect
leverage to remain high because of the company's aggressive
acquisition strategy.  We consider the business risk profile
"weak," based on industry-wide competitive pressures from wireless
substitution and cable telephony.  In the third quarter of 2012,
pro forma revenue and EBITDA declined 1% and 2%, respectively,
year-over-year, due primarily to consumer voice access line losses
of about 4%.  Moreover, we expect secular industry declines to
continue to hurt Windstream's overall operating and financial
performance, despite growth in business services.  Through a
series of acquisitions, the company has increased its exposure to
business segments with some growth potential but even greater
competition, including competitive local exchange carriers
(CLECs), which have lower margins and depend on the incumbent
local telephone company to provide services," S&P said.

Tempering factors include the company's solid market position as
the leading provider of telecommunications services in somewhat
less competitive and geographically diverse secondary and tertiary
markets, growth from digital subscriber-line (DSL) services,
still-healthy EBITDA margins, and solid free operating cash flow
(FOCF).

RATINGS LIST

Windstream Corp.

Corporate Credit Rating                            BB-/Stable/--

New Rating

Windstream Corp.

$300 Mil. Senior Secured Term Loan B-4 Due 2020    BB+
   Recovery Rating                                  1
$700 Mil. Senior Unsecured Notes Due 2023          B
   Recovery Rating                                  6

Ratings Raised; Recovery Ratings Revised
                                                    To      From
PAETEC Holding Corp.

Senior Unsecured                                   BB-     B
   Recovery Rating                                  3       6


WSG DULLES: Lenders Win Dismissal of Chapter 11 Cases
-----------------------------------------------------
Bankruptcy Judge Brian F. Kenney in Alexandria, Va., granted the
requests of:

     -- LBCMT 2007-C3 Sterling Retail, LLC, to dismiss the
        bankruptcy cases of WSG Dulles, L.P., and WSG Dulles
        GL, LLC;

     -- LBCMT 2007-C3 Seminole Trail, LLC, to dismiss the WSG
        Charlottesville, LLC, bankruptcy case; and

     -- LBCMT 2007-C3 RHL Blvd. Limited Partnership, to dismiss
        the WSG Trace Fork L.P. bankruptcy case.

The Creditors are represented by John H. Maddock III, Esq., at
McGuire Woods LLP, in Richmond, Virginia.

The four bankruptcy cases are being jointly administered, but not
substantively consolidated.  There are three properties at issue:
Dulles Town Crossing, in Sterling, Virginia; Charlottesville
Center, in Albemarle County, Virginia; and the Trace Fork shopping
center, in Charleston, West Virginia.

The Debtors filed Oppositions to the Dismissal Motions.  The
Debtors have filed a Plan of Reorganization, but have yet to file
a Disclosure Statement.  The Debtors acknowledge their Plan needs
to be amended to gain confirmation.

Judge Kenney held that the cases have been filed in bad faith.
The Debtors stopped paying the secured debt in March or April
2011.  Rather than escrow these funds, or set them aside in some
way, the Debtors made a decision to up-stream them to WSG
Management.  The diverted funds totaled $738,484.  The secured
lenders inarguably had a lien on the funds.

"The withholding of a secured lender's collateral in a substantial
amount (here, over $700,000), and the payment of those funds to an
insider management company for other than ordinary and necessary
operating expenses such as management fees, is the very definition
of bad faith in the context of a commercial real estate loan
workout," Judge Kenney said.

The Debtors share a common ownership structure, under the control
of Eric Sheppard and Robert Kalman.

Judge Kenney also noted that the Debtors concealed the diversion
of the funds in their initial filings with the Court.  Each of the
three Debtors -- WSG Dulles, WSG Charlottesville and WSG Trace
Fork -- filed Statements of Financial Affairs that did not
disclose the payment of these amounts to WSG Management.  It was
not until after the first meetings of creditors that the Debtors
amended their Statements of Financial Affairs to disclose the
payments to WSG Management.

"The Court might be inclined to consider the omission of the
payment by one of the Debtors to WSG Management as being an
inadvertent omission.  But, the consistent failure to include the
payments by all three Debtors to WSG Management evidences a
conscious decision to conceal the diversion of the funds from the
Court and the creditors," said Judge Kenney.  "When Mr. Sheppard
decided to pay the withheld rents -- totaling $738,484.90 -- to
WSG Management, the Debtors irreversibly crossed into the
territory of bad faith."

WSG Dulles, L.P., in Miami Beach, Florida, filed for Chapter 11
bankruptcy (Bankr. E.D. Va. Case No. 12-11149) on Feb. 23, 2012.
Lawrence Allen Katz, Esq. -- lkatz@ltblaw.com -- at Leach Travell
Britt PC.  Several affiliates also sought Chapter 11 protection.
In its petition, WSG Dulles estimated $1 million to $10 million
in both assets and debts.  Affiliate WSG Dulles GL, LLC (Case No.
12-11151) estimated $1 million to $10 million in both assets and
debts.  The petitions were signed by Eric D. Sheppard, president
of WSG Dulles GP, LLC, general partner.

Each of the Debtors owns (or in the case of WSG Dulles, leases) a
small strip-shopping center, each with two or three nationally
recognized retail tenants.  Mr. Sheppard's business model is to
figure out where big box retailers (Target, Kohl's, Best Buy) are
going, to buy properties in close proximity to their properties,
and to lease his properties to nationally recognized retail
tenants.

Mr. Sheppard and Mr. Kalman have successfully developed numerous
properties throughout the country, using this model as their mode
of development.

The three properties are part of a larger finance restructuring
that took place in July 2007, with Lehman Brothers.  Since Lehman
Brothers' demise, the debt has been sold. It is being serviced by
LNR Partners.

There are seven WSG properties that are (or were) a part of this
restructuring: WSG Dulles, WSG Charlottesville, WSG Trace Fork,
WSG Monroe, WSG Short Pump, WSG ATL 2130, and WSG Snellville.
Three of the properties have been foreclosed: Monroe, Snellville
and Short Pump.  It is unclear how much, if any, in the way of
deficiency claims can be asserted as a result of the foreclosures.
WSG ATL 2130 is the subject of its own Chapter 11 proceeding in
Atlanta.  ATL 2130 LP filed for Chapter 11 (Case No. 11-76017) on
Sept. 6, 2011.

A copy of the Court's Jan. 4, 2013 Memorandum Opinion is available
at http://is.gd/ggq1hHfrom Leagle.com.


* Banks, Bondholders Fight Argentina Injunction in U.S. Court
-------------------------------------------------------------
Evan Weinberger of BankruptcyLaw360 reported that in a hotly
contested bond exchange, a bank trade group and a group of
European holders of bonds issued by the Republic of Argentina on
Monday told the U.S. Court of Appeals for the Second Circuit that
they should not be subject to an injunction against the South
American nation making payments to participants in the country's
debt restructuring.

The report related that the Clearing House Association LLC and
holders of euro-denominated bonds that were not subject to the
restructurings at issue in the appeal filed separate amici briefs.


* FINRA Plans to Expand its Focus
---------------------------------
Richard G. Ketchum, the head of the Financial Industry Regulatory
Authority, said in an interview on Tuesday that he would ramp up
scrutiny of high-speed trading and a batch of complex products,
Ben Protess of the New York Time's DealBook blog reported.

Finra, Mr. Ketchum said, would take aim at so-called leveraged
loans and collateralized loan obligations, along with the
potential conflicts that brokerage firms face in pitching their
own investments over rivals? products, according to the report.

?We?re going to be very focused on conflicts of interest,? said
Mr. Ketchum, the chairman and chief executive of Finra.  In a
statement, Firna added that it would ?pursue potential cross-
market abuses and refine its surveillance patterns based on new
threat scenarios and regulatory intelligence.?

The expanded focus comes as Finra announced on Tuesday that it
filed more than 1,500 enforcement actions against financial firms
and brokers in 2012, an all-time record for the regulator, the
DealBook related.  Finra, which barred nearly 300 people from the
industry, levied more than $100 million in penalties.

?It?s nice to see an upward trajectory,? Mr. Ketchum told the
DealBook.


* Insurers Losses from Hurricane Sandy to Hit $20BB, Fitch Says
---------------------------------------------------------------
The insurance industry will likely see losses of $20 billion or
more from Hurricane Sandy, according to a new report by Fitch
Ratings. Fitch based the expected total on the approximately
$16-$17 billion in loss estimates reported by individual companies
thus far. This would put the total industry loss just below the
high end of the range of the most recent insured losses estimated
by third-party catastrophe modelers.

Fitch notes that the complexity of assessing insurance losses from
such a large and intense storm over a widespread region,
particularly with respect to the impact of flooding and business
interruption claims, has created uncertainty in estimating
ultimate insured losses from Sandy. As such, many (re)insurance
companies were unable to release credible loss estimates until
almost two months after the storm hit on Oct. 29, with several
larger insurers still having not reported at the time of report
publication. This could potentially add another $5 billion or more
in losses to the industry.

Due to the size and nature of Sandy, a larger proportion of losses
were incurred from commercial lines versus personal lines. Primary
writers with substantial Northeast catastrophe exposures are
incurring the most significant losses, with reinsurers taking a
more reduced, although still meaningful share. While many of the
typical property lines of insurance are being impacted, it was a
particularly outsized event for auto losses and marine insurance.

In nearly all cases, Hurricane Sandy demonstrated the favorable
spread of loss and limited concentration risk among individual
insurance companies resulting in manageable losses to insurers.
However, despite robust modeling available for the Northeast U.S.,
there were several areas related to flooding risk exposure that
the models did not fully capture and companies did not fully
anticipate.

Based on Fitch's analysis, Hurricane Sandy is not likely to change
market underwriting capacity and tip the balance to a hard
property market. Initial reports on reinsurance pricing at the
Jan. 1 renewals indicate that Sandy helped to stabilize rates,
with U.S. property catastrophe pricing flat to up slightly
overall, although loss impacted business experienced more
significant rate increases.

The full report, 'Hurricane Sandy Update' is available at
'www.fitchratings.com' under 'Insurance' and 'Research'.


* AlixPartners Promotes 27 Professionals to Senior Positions
------------------------------------------------------------
AlixPartners, the global business-advisory firm, on Jan. 9
announced the promotions of 27 professionals to the senior
positions of either managing director or director.  The
appointments were effective Jan. 1.

"Even as AlixPartners continues its aggressive growth
geographically and in terms of services offered, our 'unique
selling proposition' remains the unparalleled talent and
experience of our people, which is certainly exemplified in these
27 professionals," said Fred Crawford, chief executive officer of
AlixPartners.  "These newly appointed managing directors and
directors help form the core of hands-on teams that are second to
none in obtaining real, lasting and fast results for our clients.
That is and always has been the AlixPartners' way, and in today's
continuing uncertain times, clients -- whether companies, owners,
creditors or attorneys -- deserve nothing less."

All promotions are listed below, by city, starting with the four
promoted managing directors:

London

Lisa Ashe, promoted to managing director in AlixPartners'
Turnaround & Restructuring Services unit, has established a strong
reputation as a leader in the turnaround industry, and is
considered an expert in U.K. defined-benefit pension plan
obligations.  Also possessing operations-improvement expertise,
she has helped AlixPartners increase its presence among clients
throughout the U.K. and Europe.  Her client work includes such
engagements as Eastman Kodak, Fitness First Group and FCI.
Ms. Ashe joined AlixPartners in 2007 from Mesirow Financial
Consulting, where she was a managing director in that firm's New
York office.  She has a bachelor's degree in French and Latin from
the University of Southampton in Great Britain, and is a chartered
accountant and an associate corporate treasurer.  She also is a
member of the American Bankruptcy Institute, INSOL International
(the International Association of Restructuring, Insolvency &
Bankruptcy Professionals), IWIRC (the International Women's
Insolvency & Restructuring Confederation) and the Turnaround
Management Association.

John Maloney, promoted to managing director in AlixPartners'
Enterprise Improvement unit, has more than 24 years of experience
in line management, interim management and strategic consulting
spanning multiple sectors, including healthcare, financial
institutions, consumer goods, energy, beverages, chemicals,
government, construction and aerospace.  Prior to joining
AlixPartners, he spent more than 10 years in strategic, operations
and IT consulting at A.T. Kearney, KPMG and Unisys Corp.  Since
joining AlixPartners in 2006, he has helped develop the firm's
European Healthcare Practice and its global SG &A Practice.  His
clients at AlixPartners have included some of the most-recognized
companies in the world.  Mr. Maloney has an MBA from Cass Business
School in London, and a bachelor's degree in physics from
Edinburgh University.

Nashville

Bill Siren, promoted to managing director in AlixPartners'
Financial Advisory Services unit, has more than 27 years of
experience as a healthcare executive, including 18 years as a
strategic, operations and financial consultant, and nine years in
hospital administration including serving as a hospital
administrator.  He has advised more than 650 hospitals and
healthcare companies.  Prior to joining AlixPartners in 2010, he
served as partner-in-charge of healthcare consulting for 10 years
at a regional U.S. CPA firm, where he also co-chaired that firm's
healthcare service area.  Mr. Siren holds an MBA from Nova
Southeastern University in Fort Lauderdale, Fla., with a
concentration in healthcare finance.  He also holds a master's
degree from the United States Sports Academy in Daphne, Ala., and
a bachelor's degree in sports medicine from Barton College in
Wilson, N.C.  Mr. Siren is an accredited valuation analyst through
the National Association of Certified Valuation Analysts, and is a
member of the American Healthcare Lawyers Association.

Paris

David Benichou, promoted to managing director in AlixPartners'
Enterprise Improvement unit, joined AlixPartners in 2006 and was
one of the first employees in the AlixPartners Paris office, doing
much over the years to support the firm's growth.  His expertise
includes telecommunications, retail and aerospace & defense, and
he is expert in sourcing and purchasing, procurement organization
and process improvement, technical cost reduction and strategy.
He also developed a technical cost reduction tool for removing
costs from highly complex aerospace programs.  Formerly with A.T.
Kearney, Mr. Benichou has a master's degree in civil engineering
from Ecole Nationale Superieure des Mines in Paris.

The 23 AlixPartners professionals promoted to director are, by
city:

Boston

Jill Nickerson, Information Management Services unit.

Chicago

Ryan Meadows, Financial Advisory Services unit.

Kevin Negangard, Information Management Services unit.

Dallas

Bill Champine, Enterprise Improvement unit.

Travis Phelan, Information Management Services unit.

Brett Roberson, Information Management Services unit.

Detroit

Matthew Grimes, Financial Advisory Services unit.

Dusseldorf

Alban Baiker, Turnaround & Restructuring Services unit.

Bastian Kuhl, Enterprise Improvement unit.

Hong Kong

Erin Plante, Financial Advisory Services unit.

London

Andy Searle, Enterprise Improvement unit.

Los Angeles

Andy He, Enterprise Improvement unit.

Milan

Alessandro Missaglia, Enterprise Improvement unit.

Munich

Matthias Hansch, Enterprise Improvement unit.

New York

Robert Albergotti, Turnaround & Restructuring Services unit.

Courtney Davidson, Financial Advisory Services unit.

Murali Gokki, Enterprise Improvement unit.

Brian Jenkins, Financial Advisory Services unit.

Matt Kelly, Enterprise Improvement unit.

Jon Labovitz, Turnaround & Restructuring Services unit.

Jim McGlynn, Information Management Services unit.

Clifton Yen, Enterprise Improvement unit.

Tokyo

Takashi Ito, Enterprise Improvement unit.

                        About AlixPartners

AlixPartners, LLP -- http://www.alixpartners.com-- is a global
business-advisory firm offering comprehensive services in four
major areas: enterprise improvement, turnaround and restructuring,
financial-advisory services and information-management services.
Founded in 1981, the firm has offices around the world.


* Dykema Opens Minneapolis Office with IP, Corporate Focus
----------------------------------------------------------
Dykema Gossett PLLC added a Minneapolis office to its national
network, providing a foothold in a state that is home to many of
its existing clients and where major players in the financial
services and medical device sectors keep their headquarters, the
firm said Monday.

With its new office in Minneapolis -- the home base of major
companies including Target Corp. and U.S. Bancorp, with others
headquartered nearby 00 Dykema said it will dip into the business
community to offer new and existing clients intellectual property,
the BLaw360 report related.

The Minneapolis office, Dykema's 12th nationwide, will be anchored
by top corporate and commercial lawyer Joe Roach, who joins from
Briggs and Morgan, and by top intellectual property lawyer Reed
Heimbecher, formerly of St. Jude Medical.  Dykema's new office
will be located in the Wells Fargo Center.

Minneapolis is a dynamic Midwestern city and one of the premier
medical device centers in the country, according to the firm's
press statement.  The progressive business community is also home
to numerous Fortune 500 companies including Target Corporation,
UnitedHealth Group, 3M, US Bancorp, General Mills, and Xcel
Energy, among others.  Dykema's new office, according to its
statement, will provide the "boots on the ground" for the firm's
sophisticated practices in the areas of financial services,
energy, biotech, life sciences and medical devices.  The firm
looks to add several intellectual property, litigation and
corporate lawyers to the new office over the coming weeks.

"Dykema has a long history of representing major industries rooted
in Minneapolis, including counseling many financial institutions,
medical device companies and energy facilities headquartered in
the region," said Peter Kellett, Dykema's Chairman and Chief
Executive Officer.  "Joe and Reed bring decades of legal
experience, successful practice group leadership, and respected
community ties. Establishing a presence in Minneapolis at this
time is a natural extension of our firm strategy to build our
national platform with extremely talented and well-respected
lawyers in key practice areas."

The new lawyers bring practices that are highly complementary to
Dykema nationally, while giving the firm an established presence
in Minnesota, one of the largest legal markets in the country, the
firm said.

"As the legal industry and the needs of clients continue to
evolve, I was looking for a platform with greater breadth and
depth, and Dykema provides an ideal fit as a Midwest-based firm
with a national presence," said Roach, who will serve as Dykema's
office managing member in Minneapolis.  "I believe Dykema's
sophisticated practices, efficient platform and commitment to
client service allows the firm to drive exceptional value to
clients."

"As an in-house lawyer for the past several years, I've worked
with many law firms and believe Dykema provides a compelling
value. The firm's lawyers are uniquely skilled and understand
their clients' businesses beyond a purely legal focus.
Additionally, the firm is unwavering in its institutional
commitment and vigilance to client service. I am excited to join
this impressive national team," stated Heimbecher.

              Advancing Dykema's National Strategy

The Minneapolis announcement follows the firm's expansion in
recent years into Charlotte, North Carolina and Dallas, Texas, as
well as continued growth in key markets including Detroit,
Chicago, Los Angeles and Washington, D.C.

As a premier firm with Midwestern roots, Dykema has developed a
national footprint focused on serving Fortune 1000 and middle-
market companies. Building on its roots and driven by the needs of
its clients, the firm has extended its platform nationally by
developing sophisticated practices in areas including automotive,
consumer financial services, energy and electric distribution,
international counsel, infrastructure finance, intellectual
property and pharmaceutical/medical device litigation. With over
350 lawyers, Dykema continues to engage in strategic expansion
discussions with leading attorneys who can add further depth to
key practices.

                      About the Lawyers

Joseph Roach counsels clients on commercial lending, corporate
law, commercial real estate, bankruptcy, regulatory and mergers
and acquisitions matters. He joined the Briggs and Morgan Business
Law Department as a shareholder in 2007. Prior to his legal
career, Roach worked for more than 10 years in commercial banking,
where he was directly involved in lending and loan workouts, and
also served in various management positions.

Roach is admitted to practice in Minnesota, Wisconsin, Illinois,
Indiana, Nebraska, North Dakota, South Dakota and Iowa, and the
respective federal district courts. He is also admitted to
practice before the U.S. Supreme Court, the U.S. Tax Court, and
the U.S. Court of Appeals for the 7th and 8th circuits. He
received a B.B.A. in finance and a B.S. in economics from Iowa
State University and a J.D. from Hamline School of Law.

Mr. Roach may be reached at:

         Joseph Roach, Esq.
         DYKEMA GOSSETT PLLC
         4650 Wells Fargo Center
         90 South Seventh Street
         Minneapolis, MN 55402
         Tel: (612) 486-1905
         Email: jroach@dykema.com

Reed Heimbecher joins Dykema from St. Jude Medical, where he
served as Vice President, Intellectual Property and Chief Patent
Counsel for the Atrial Fibrillation Division. A registered patent
lawyer practicing for more than two decades, Heimbecher joined St.
Jude in 2005 after working for several years as outside counsel
for a division of the company. Prior to making the move in-house,
Heimbecher was the founding member of Heimbecher & Assoc. and
previously headed Dorsey & Whitney's patent practice group for
Colorado, Montana and Utah.

Heimbecher is admitted to practice in Minnesota, Colorado and
California, and in federal district courts in Colorado and
California. He is also admitted to practice before the U.S.
Supreme Court and the U.S. Court of Appeals for Federal Circuit. A
frequent author and lecturer on IP matters, Heimbecher earned a
B.S. in aerospace engineering from the University of Colorado and
a J.D. from the University of California, Hastings College of the
Law.

Mr. Heimbecher may be reached at:

         Reed Heimbecher, Esq.
         DYKEMA GOSSETT PLLC
         4650 Wells Fargo Center
         90 South Seventh Street
         Minneapolis, MN 55402
         Tel: (312) 627-2296
         Email: rheimbecher@dykema.com


* Hilco Opens Hong Kong Office for Asset Disposition Services
-------------------------------------------------------------
Hilco Trading, LLC on Jan. 9 announced the opening of its Hong
Kong office providing asset valuation and disposition services
through China.  Francis Yau, a 25+ year industry veteran has been
named CEO-HilcoBid Hong Kong Ltd.  He will be responsible for
managing the Greater China Region for Hilco.

The new HilcoBid office will provide industrial asset disposition
services through auctions and negotiated sales, online capital
asset redeployment services, and a complete platform of asset
appraisal services throughout the greater China region, including
Hong Kong, mainland China and Taiwan.

Jeffrey B. Hecktman, Chairman and CEO of Hilco Trading, said of
the new Hong Kong office, "We are fortunate to have Francis Yau
representing Hilco in one of the world's most important economic
regions.  His team ensures that Hilco is now well-positioned to
provide customers throughout the Asia-Pacific region with the
highest quality asset valuation, repositioning and disposition
services, and fast response to their needs."

Hilco had been doing business in the Asia-Pacific region for many
years.  However, the opening of a full-service HilcoBid office in
Singapore early in 2011 marked the beginning of an initiative to
establish a region-wide physical presence.  In February, 2012, a
second HilcoBid office was opened in Bangkok, Thailand.  Supanit
Chaiyawat, a 15-year asset disposition and valuation industry
veteran formerly with DoveBid, was named CEO-HilcoBid Thailand.
Also in 2012, Hilco opened an office in Sydney, Australia.

"Our presence in Asia, combined with operations in the United
States, Canada, Mexico, Central and South America, and Europe,
enables Hilco to provide a truly global platform that is unmatched
in our industry," added Mr. Hecktman.

Francis Yau began his career with the Henry Butcher Company in
1986 as Business Manager.  He became a director in 1989 and
remained with the company until 2000, when he joined DoveBid as
Director of Auction and Valuation Services.

During his career, Mr. Yau has amassed deep and broad experience
in valuing and monetizing capital assets in several key
industries, including electronics, paper, bio-pharma and mining.
He has worked with leading companies in each of these sectors,
including Nokia, Motorola, Thompson, Unilever, P&G, JDSU, Philips,
Merck, Charles River, Taiwan Formosa and Ricoh.

Commenting on the opening of the HilcoBid new office, Mr. Yau
said, "I am pleased to be part of the Hilco organization and look
forward to a long and productive relationship.  Companies with
manufacturing operations in the greater China region now have
direct access to the world's most experienced capital asset
appraisal practice and the most advanced 24/7/365 online auction
and asset redeployment platform to manage and sell their surplus
capital assets."

                   About Hilco(R) Trading, LLC

Hilco -- http://www.hilcotrading.com-- is a closely-held,
diversified financial and operational services firm.  Its
principal competency is valuing and monetizing business assets,
including retail, consumer and industrial inventory, machinery and
equipment, real estate, accounts receivable and intellectual
property.

Through an integrated platform of more than 20 business units,
Hilco helps companies and their professional advisors derive the
maximum value for said assets through appraisals, asset
disposition and acquisition services, private equity investments,
advisory and consulting services.  Hilco serves retailers,
wholesalers, distributors and manufacturers, directly and through
their lenders, investors and advisors, which can include private
equity firms, hedge funds, investment banks, law firms, turnaround
professionals, accounting professionals, bankruptcy trustees and
receivers.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Uyi Developmental Centers For Children, Inc.
        dba Uyi Developmental Centers For Children, Inc.
            Home Away From Home
   Bankr. D. Ariz. Case No. 12-27041
     Chapter 11 Petition filed December 26, 2012
         See http://bankrupt.com/misc/azb12-27041.pdf
         represented by: Carlos M. Arboleda, Esq.
                         ARBOLEDA BRECHNER
                         E-mail: arboledac@abfirm.com

In re Aylin Kocoglu
   Bankr. C.D. Calif. Case No. 12-21017
      Chapter 11 Petition filed December 26, 2012

In re A.J.A. Properties, LLC
   Bankr. C.D. Calif. Case No. 12-51906
     Chapter 11 Petition filed December 26, 2012
         See http://bankrupt.com/misc/cacb12-51906.pdf
         represented by: Joshua L. Sternberg, Esq.
                         STERNBERG LAW GROUP
                         E-mail: js@sternberglawgroup.com

In re Lannie Truong
   Bankr. N.D. Calif. Case No. 12-59064
      Chapter 11 Petition filed December 26, 2012

In re Phoenix Development Partners, LLC
   Bankr. N.D. Ill. Case No. 12-50294
     Chapter 11 Petition filed December 26, 2012
         See http://bankrupt.com/misc/ilnb12-50294.pdf
         represented by: Bruce E. de'Medici, Esq.
                         E-mail: bdemedici@gmail.com

In re Robbie Hopkins
   Bankr. W.D. Mich. Case No. 12-10995
      Chapter 11 Petition filed December 26, 2012

In re Mekkatt Industries LLC
   Bankr. E.D.N.Y. Case No. 12-77327
     Chapter 11 Petition filed December 26, 2012
         See http://bankrupt.com/misc/nyeb12-77327.pdf
         Filed as Pro Se

In re Steven White
   Bankr. D. Utah Case No. 12-35905
      Chapter 11 Petition filed December 26, 2012

In re Macon Sims
   Bankr. E.D. Va. Case No. 12-17504
      Chapter 11 Petition filed December 26, 2012

In re Bruce Kahn
   Bankr. W.D. Wash. Case No. 12-22735
      Chapter 11 Petition filed December 26, 2012

In re MKM Enterprizes, Inc.
   Bankr. W.D. Wash. Case No. 12-22749
     Chapter 11 Petition filed December 26, 2012
         See http://bankrupt.com/misc/wawb12-22749.pdf
         represented by: Stephen J. Plowman, Esq.
                         STEPHEN J. PLOWMAN, INC., P.S.
                         E-mail: sjplowmanlaw@gmail.com

In re American Optometric Society, Inc.
   Bankr. C.D. Calif. Case No. 12-38276
     Chapter 11 Petition filed December 29, 2012
         See http://bankrupt.com/misc/cacb12-38276.pdf
         represented by: Yoon O. Ham, Esq.
                         Lewis & Ham LLP
                         E-mail: hamy@lewishamlaw.com

In re Corey Kupersmith
   Bankr. D. Conn. Case No. 12-52303
      Chapter 11 Petition filed December 29, 2012

In re Richard Simonds
   Bankr. M.D. Pa. Case No. 12-07356
      Chapter 11 Petition filed December 29, 2012

In re Edmond Betmaleck
   Bankr. C.D. Calif. Case No. 12-52215
      Chapter 11 Petition filed December 30, 2012
In re Shirish Kothari
   Bankr. D. Ariz. Case No. 12-27287
      Chapter 11 Petition filed December 31, 2012

In re Sergio Nunez
   Bankr. C.D. Calif. Case No. 12-16858
      Chapter 11 Petition filed December 31, 2012

In re Brigitte von dem Hagen
   Bankr. C.D. Calif. Case No. 12-52291
      Chapter 11 Petition filed December 31, 2012

In re Company Outlet L.B.V., LLC
   Bankr. M.D. Fla. Case No. 12-17309
     Chapter 11 Petition filed December 31, 2012
         See http://bankrupt.com/misc/flmb12-17309.pdf
         represented by: Jeffrey M. Johnston, Esq.
                         JEFFREY M. JOHNSTON, P.A.
                         E-mail: jmjohnstonlaw@aol.com

In re Robert Mullis
   Bankr. M.D. Ga. Case No. 12-53690
      Chapter 11 Petition filed December 31, 2012

In re Steven Burnett
   Bankr. D. Md. Case No. 12-33062
      Chapter 11 Petition filed December 31, 2012

In re Jeannie Sutherland
   Bankr. D. Nev. Case No. 12-24096
      Chapter 11 Petition filed December 31, 2012

In re Charles Snipes
   Bankr. E.D.N.C. Case No. 12-09098
      Chapter 11 Petition filed December 31, 2012

In re Ivan Hantman
   Bankr. E.D. Pa. Case No. 12-21852
      Chapter 11 Petition filed December 31, 2012

In re The Warwick Group, Inc.
        dba The PrintSource Group
   Bankr. D. R.I. Case No. 12-13978
     Chapter 11 Petition filed December 31, 2012
         See http://bankrupt.com/misc/rib12-13978.pdf
         represented by: Vincent A. Indeglia, Esq.
                         INDEGLIA & ASSOCIATES
                         E-mail: vincent@indeglialaw.com

In re Jesse Sanders
   Bankr. D. S.C. Case No. 12-07952
      Chapter 11 Petition filed December 31, 2012

In re Abdul Hameed
   Bankr. E.D. Tex. Case No. 12-43507
      Chapter 11 Petition filed December 31, 2012

In re Paul Kramer
   Bankr. N.D. Tex. Case No. 12-46996
      Chapter 11 Petition filed December 31, 2012

In re AB Interests, Inc.
        dba Castrol Service Center
   Bankr. S.D. Tex. Case No. 12-39545
     Chapter 11 Petition filed December 31, 2012
         See http://bankrupt.com/misc/txsb12-39545.pdf
         represented by: C. Michael Black, Esq.
                         LAW OFFICE OF C. MICHAEL BLACK
                         E-mail: cmb@cmblack-lawyer.com

In re Dagger 1111, LLC
   Bankr. S.D. Tex. Case No. 12-70775
     Chapter 11 Petition filed December 31, 2012
         See http://bankrupt.com/misc/txsb12-70775.pdf
         represented by: John Kurt Stephen, Esq.
                         CARDENAS AND STEPHEN, L.L.P.
                         E-mail: kurtstep@swbell.net

In re Benny Jay
   Bankr. W.D. Tex. Case No. 12-12847
      Chapter 11 Petition filed December 31, 2012

In re Jane Doe
   Bankr. W.D. Wash. Case No. 12-22867
      Chapter 11 Petition filed December 31, 2012
In re Mohammed Iqbal
   Bankr. C.D. Calif. Case No. 13-10001
      Chapter 11 Petition filed January 1, 2013

In re Cigarettes Depot, a Calif. Partnership
   Bankr. N.D. Calif. Case No. 13-40001
     Chapter 11 Petition filed January 1, 2013
         See http://bankrupt.com/misc/canb13-40001.pdf
         represented by: Ted Z. Wolny, Esq.
                         Miller Wolny Legal Group
                         E-mail: tedwolny@gmail.com

In re David Kelly
   Bankr. N.D. Fla. Case No. 13-40001
      Chapter 11 Petition filed January 1, 2013

In re American Specialties Company, Inc.
   Bankr. M.D. Ga. Case No. 13-50002
     Chapter 11 Petition filed January 1, 2013
         See http://bankrupt.com/misc/gamb13-50002.pdf
         represented by: Wesley J. Boyer, Esq.
                         Katz, Flatau, Popson and Boyer, LLP
                         E-mail: wjboyer_2000@yahoo.com

In re Ronald Conners
   Bankr. M.D. Ga. Case No. 13-50003
      Chapter 11 Petition filed January 1, 2013

In re Richard Pleasant
   Bankr. W.D. La. Case No. 13-20001
      Chapter 11 Petition filed January 1, 2013

In re Nou Khousakoun
   Bankr. D. Mass. Case No. 13-40001
      Chapter 11 Petition filed January 1, 2013

In re Intel Investment Properties, LLC
   Bankr. S.D. Tex. Case No. 13-30002
     Chapter 11 Petition filed January 1, 2013
         See http://bankrupt.com/misc/txsb13-30002.pdf
         represented by: Samuel L. Milledge, Esq.
                         Milledge Law Firm, PLLC
                         E-mail: milledge@milledgelawfirm.com
In re BL Pizza LLC
   Bankr. E.D. Ark. Case No. 13-10018
     Chapter 11 Petition filed January 2, 2013
         See http://bankrupt.com/misc/areb13-10018.pdf
         represented by: Sheila F. Campbell, Esq.
                         SHEILA CAMPBELL, P.A.
                         E-mail: campbl@sbcglobal.net

In re Robert Stehlik
   Bankr. C.D. Calif. Case No. 13-10036
      Chapter 11 Petition filed January 2, 2013

In re Janice Bartmess
   Bankr. C.D. Calif. Case No. 13-10068
      Chapter 11 Petition filed January 2, 2013

In re Nancy Johnson
   Bankr. C.D. Calif. Case No. 13-10103
      Chapter 11 Petition filed January 2, 2013

In re Olympian Way LLC
   Bankr. N.D. Calif. Case No. 13-30003
     Chapter 11 Petition filed January 2, 2013
         Filed as Pro Se

In re NATA, LP
   Bankr. N.D. Calif. Case No. 13-50014
     Chapter 11 Petition filed January 2, 2013
         See http://bankrupt.com/misc/canb13-50014.pdf
         represented by: Stanley A. Zlotoff, Esq.
                         LAW OFFICES OF STANLEY A. ZLOTOFF
                         E-mail: zlotofflaw@gmail.com

In re Bee Best Bee Removal, Inc.
   Bankr. S.D. Calif. Case No. 13-00025
     Chapter 11 Petition filed January 2, 2013
         See http://bankrupt.com/misc/casb13-00025.pdf
         represented by: Marjan Mortazavi, Esq.
                         MORTAZAVI & ASSOCIATES
                         E-mail: attorneymarj@aol.com

In re Maria Freeman
   Bankr. S.D. Fla. Case No. 13-10017
      Chapter 11 Petition filed January 2, 2013

In re Macon Emmitt Gooch
   Bankr. N.D. Ga. Case No. 13-50131
      Chapter 11 Petition filed January 2, 2013

In re Douglas McConnaughey
   Bankr. D. Idaho Case No. 13-00001
      Chapter 11 Petition filed January 2, 2013

In re Rock Solid Paving Rock Solid Paving & Excavating, Inc.
   Bankr. N.D. Ind. Case No. 13-20008
     Chapter 11 Petition filed January 2, 2013
         See http://bankrupt.com/misc/innb13-20008.pdf
         represented by: Andrew L. Kraemer, Esq.
                         ANDREW L. KRAEMER, ATTORNEY AT LAW
                         E-mail: kraemera@sbcglobal.net

In re Alhagie Trawally
   Bankr. D. Kans. Case No. 13-20006
      Chapter 11 Petition filed January 2, 2013

In re Michelle Barat-Anderson
   Bankr. S.D.N.Y. Case No. 13-22002
      Chapter 11 Petition filed January 2, 2013

In re RLJ Family, LLC
   Bankr. W.D.N.Y. Case No. 13-20000
     Chapter 11 Petition filed January 2, 2013
         See http://bankrupt.com/misc/nywb13-20000.pdf
         represented by: John A. Belluscio, Esq.
                         E-mail: jbelluscio@choiceonemail.com

In re 2755 EHR I, LLC
   Bankr. W.D.N.Y. Case No. 13-20001
     Chapter 11 Petition filed January 2, 2013
         See http://bankrupt.com/misc/nywb13-20001.pdf
         represented by: John A. Belluscio, Esq.
                         E-mail: jbelluscio@choiceonemail.com

In re 5247 RRW, LLC
   Bankr. W.D.N.Y. Case No. 13-20003
     Chapter 11 Petition filed January 2, 2013
         See http://bankrupt.com/misc/nywb13-20003.pdf
         represented by: John A. Belluscio, Esq.
                         E-mail: jbelluscio@choiceonemail.com

In re NRW, LLC
   Bankr. W.D.N.Y. Case No. 13-20004
     Chapter 11 Petition filed January 2, 2013
         See http://bankrupt.com/misc/nywb13-20004.pdf
         represented by: John A. Belluscio, Esq.
                         E-mail: jbelluscio@choiceonemail.com

In re Shaffer Landscapes, Inc.
   Bankr. M.D. Pa. Case No. 13-00005
     Chapter 11 Petition filed January 2, 2013
         See http://bankrupt.com/misc/pamb13-00005.pdf
         represented by: Deborah A. Hughes, Esq.
                         E-mail: dhughes@ssbc-law.com

In re Yang Metcalf
   Bankr. M.D. Tenn. Case No. 13-00013
      Chapter 11 Petition filed January 2, 2013

In re Donald R. Beverley
   Bankr. E.D. Va. Case No. 13-30009
      Chapter 11 Petition filed January 2, 2013

In re Thomas Balzer
   Bankr. E.D. Va. Case No. 13-30018
      Chapter 11 Petition filed January 2, 2013

In re Joy Von Wolffersdorff
   Bankr. C.D. Calif. Case No. 13-10236
      Chapter 11 Petition filed January 3, 2013

In re Santiago Martinez
   Bankr. C.D. Calif. Case No. 13-10232
      Chapter 11 Petition filed January 3, 2013

In re Edward Cain
   Bankr. N.D. Ga. Case No. 13-50208
      Chapter 11 Petition filed January 3, 2013

In re Carlos Molina
   Bankr. N.D. Ill. Case No. 13-00209
      Chapter 11 Petition filed January 3, 2013

In re Nina Williams
   Bankr. D. Md. Case No. 13-10107
      Chapter 11 Petition filed January 3, 2013

In re Adalgisa Mendez
   Bankr. D. Mass. Case No. 13-10020
      Chapter 11 Petition filed January 3, 2013

In re Executive Management LLC
   Bankr. W.D. Mo. Case No. 13-40019
     Chapter 11 Petition filed January 3, 2013
         represented by: Wainsworth Anderson, Esq.
                         Anderson Law Group
                         E-mail: wainswortha@hotmail.com

In re William Bartlett
   Bankr. D. Mont. Case No. 13-60008
      Chapter 11 Petition filed January 3, 2013

In re Gregory Schuff
   Bankr. D. Nev. Case No. 13-10049
      Chapter 11 Petition filed January 3, 2013

In re Espino Realty Group Inc.
   Bankr. D.N.J. Case No. 13-10108
     Chapter 11 Petition filed January 3, 2013
         See http://bankrupt.com/misc/njb13-10108.pdf
         represented by: Robert J. Ferb, Esq.
                         R.J. Ferb Law Offices
                         E-mail: rjf1@bellatlantic.net

In re Joseph Valente
   Bankr. D.N.J. Case No. 13-10107
      Chapter 11 Petition filed January 3, 2013

In re Astro Ambulette Corp.
   Bankr. E.D.N.Y. Case No. 13-40021
     Chapter 11 Petition filed January 3, 2013
         See http://bankrupt.com/misc/nyeb13-40021.pdf
         represented by: Jerome G. Binder, Esq.
                         Binder & Armao PLLC

In re Full Circle Holdings, LLC
   Bankr. E.D.N.C. Case No. 13-00066
     Chapter 11 Petition filed January 3, 2013
         See http://bankrupt.com/misc/nceb13-00066.pdf
         represented by: James Oliver Carter, Esq.
                         Carter & Carter, P.A.
                         E-mail: joc@carterandcarterlaw.com

In re James Lucido
   Bankr. N.D. Ohio Case No. 13-6006
      Chapter 11 Petition filed January 3, 2013

In re Kekul & Ilu, Inc.
   Bankr. S.D. Ohio Case No. 13-50029
     Chapter 11 Petition filed January 3, 2013
         See http://bankrupt.com/misc/ohsb13-50029.pdf
         represented by: James E. Nobile, Esq.
                         Nobile & Thompson Co., L.P.A.
                         E-mail: lahennessy@ntlegal.com

In re Iglesia Cristiana Logos y Rhema De Dios
   Bankr. D.P.R. Case No. 13-00014
     Chapter 11 Petition filed January 3, 2013
         See http://bankrupt.com/misc/prb13-00014.pdf
         represented by: Maria Mercedes Figueroa y Morgade, Esq.
                         Figueroa y Morgade Legal Advisors
                         E-mail: figueroaymorgadelaw@yahoo.com

In re Alfred Simson
   Bankr. D.R.I. Case No. 13-10009
      Chapter 11 Petition filed January 3, 2013

In re Crockett Street Bottle Shop, Inc.
   Bankr. N.D. Tex. Case No. 13-40034
     Chapter 11 Petition filed January 3, 2013
         See http://bankrupt.com/misc/txnb13-40034p.pdf
         See http://bankrupt.com/misc/txnb13-40034c.pdf
         represented by: Craig Douglas Davis, Esq.
                         Davis, Ermis & Roberts, P.C.
                         E-mail: davisdavisandroberts@yahoo.com

In re Miriam De la Mora
   Bankr. S.D. Calif. Case No. 13-00079
      Chapter 11 Petition filed January 4, 2013

In re Rosemarie Glas
   Bankr. D. Colo. Case No. 13-10098
      Chapter 11 Petition filed January 4, 2013

In re Melissa Buchanan
   Bankr. M.D. Fla. Case No. 13-00034
      Chapter 11 Petition filed January 4, 2013

In re Traumatic Brain Education Adult Community Home, Inc.
   Bankr. M.D. Fla. Case No. 13-00097
     Chapter 11 Petition filed January 4, 2013
         See http://bankrupt.com/misc/flmb13-00097.pdf
         represented by: Craig I. Kelley, Esq.
                         Kelley & Fulton, P.A.
                         E-mail: cik@kelleylawoffice.com

In re Augusta Center, LLC
        dba Country Inn & Suites
   Bankr. S.D. Ga. Case No. 13-10026
     Chapter 11 Petition filed January 4, 2013
         See http://bankrupt.com/misc/gasb13-10026.pdf
         represented by: James C. Overstreet, Jr., Esq.
                         Klosinski Overstreet, LLP
                         E-mail: jco@klosinski.com

In re Henrietta Smith
   Bankr. S.D. Ga. Case No. 13-40020
      Chapter 11 Petition filed January 4, 2013

In re Spencer Livestock Sales, Inc.
   Bankr. N.D. Iowa Case No. 13-00013
     Chapter 11 Petition filed January 4, 2013
         See http://bankrupt.com/misc/ianb13-00013.pdf
         represented by: Donald H. Molstad, Esq.
                         Molstad Law Firm
                         E-mail: judylaw308@yahoo.com

In re Samuel Umana
   Bankr. D. Mass. Case No. 13-10030
      Chapter 11 Petition filed January 4, 2013

In re Gregory Jerz
   Bankr. W.D. Mich. Case No. 13-00045
      Chapter 11 Petition filed January 4, 2013

In re Glenn Snyder
   Bankr. W.D. Pa. Case No. 13-70008
      Chapter 11 Petition filed January 4, 2013

In re Charles Smith
   Bankr. D.S.C. Case No. 13-00091
      Chapter 11 Petition filed January 4, 2013

In re Thomas Hudson
   Bankr. N.D. Calif. Case No. 13-10027
      Chapter 11 Petition filed January 5, 2013

In re 31 N Walnut, LLC
   Bankr. E.D. Mich. Case No. 13-40214
     Chapter 11 Petition filed January 5, 2013
         See http://bankrupt.com/misc/mieb13-40214p.pdf
         See http://bankrupt.com/misc/mieb13-40214c.pdf
         represented by: Michael P. DiLaura, Esq.
                         Mike DiLaura & Associates, PC
                         E-mail: miked@mikedlaw.com

In re Greg Mattingly
   Bankr. D. Nev. Case No. 13-50014
      Chapter 11 Petition filed January 5, 2013

In re Dawn Martinson
   Bankr. D. Minn. Case No. 13-50008
      Chapter 11 Petition filed January 6, 2013

In re Becky Spence
   Bankr. W.D. Mo. Case No. 13-60029
      Chapter 11 Petition filed January 6, 2013

In re Greentree Associates, LLC
   Bankr. D. Md. Case No. 13-10274
     Chapter 11 Petition filed January 7, 2013
         See http://bankrupt.com/misc/mdb13-10274p.pdf
         See http://bankrupt.com/misc/mdb13-10274c.pdf
         represented by: Ronald M. Levin, Esq.
                         GRAY SQUIRE, LLC
                         E-mail: rlevin@graysquire.com

In re Classic New York Realty 2009 LLC
   Bankr. S.D.N.Y. Case No. 13-10053
     Chapter 11 Petition filed January 7, 2013
         See http://bankrupt.com/misc/nysb13-10053.pdf
         represented by: Dennis Houdek, Esq.
                         E-mail: denniswhoudek@aol.com

In re 393 5th Avenue, LLC
   Bankr. S.D.N.Y. Case No. 13-22014
     Chapter 11 Petition filed January 7, 2013
         See http://bankrupt.com/misc/nysb13-22014.pdf
         represented by: Susan Schneider Lonergan, Esq.
                         LAW OFFICE OF SUSAN SCHNEIDER LONERGAN
                         E-mail: sschneiderlonergan@gmail.com

In re Michael Haesche
   Bankr. S.D.N.Y. Case No. 13-22017
      Chapter 11 Petition filed January 7, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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