TCR_Public/130114.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 14, 2013, Vol. 17, No. 13

                            Headlines

1220 SOUTH: Insiders OK'd to Lend Funds to Maintain Estate Home
1220 SOUTH: Court Approves Corcoran Group as Real Estate Broker
2005 JOHN: Case Summary & 3 Unsecured Creditors
30DC INC: CEO Edward Dale Discloses 23% Equity Stake
360 GLOBAL: Files Old Financial Statements as Required by Plan

400 EAST: Has Access to Cash Collateral Until Jan. 31
72 ALBANY: Voluntary Chapter 11 Case Summary
AAA PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
ABLE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
AEOLUS PHARMACEUTICALS: Reports $1.7MM Net Income in Fiscal 2012

AES EASTERN: Plan of Liquidation Declared Effective Dec. 28
AFFIRMATIVE INSURANCE: Amends QS Agreement with Greenlight
ALLIED SYSTEMS: Bankruptcy Court OKs Direct Fee as Fee Examiner
ALLIED SYSTEMS: Conferring with Constituencies on Exit Strategy
ALLIED SYSTEMS: PwC Giving More Tax Consulting Services

ALLIED SYSTEMS: Brown Rudnick Tapped for Board Special Committee
ALLY FINANCIAL: Declares Dividends on Preferred Stock
ALON USA: S&P Assigns 'B' Issuer Credit Rating, Stable Outlook
AMEREN ENERGY: Moody's Cuts Senior Unsecured Rating to 'B2'
AMERICAN AIRLINES: Ex-Pilot Seeks Stay Relief to Pursue Appeal

AMERICAN AIRLINES: Senior Pilots Appeal New Labor Contract
AMERICAN AIRLINES: Pilots Also Appeal Retirement Plan Order
AMERICAN AIRLINES: Expands Codeshare With airberlin
AMERICAN APPAREL: GCIC Ltd. Holds 19.9% Equity Stake
AMERICAN NATURAL: GCIC Ltd Discloses 4.5% Equity Stake

AMERICAN NATURAL: Closes Sale of Additional $1 Million Debenture
AMERICAN SUZUKI: Hikes DIP Financing to $100 Million
AMERICAN WEST: Has Until April to Access Cash Collateral
AMERICAN WEST: Still Facing U.S. Trustee Objection to Plan
AMES DEPARTMENT: Plan Solicitation Exclusivity Expires Jan. 31

APPLIED DNA: Sells 5,500 Preferred Shares to Crede for $5.5-Mil.
ARCAPITA BANK: Sale of Assisted Living to Sunrise Approved
ARCAPITA BANK: $150-Mil. Murabaha DIP Facility Approved
ARCAPITA BANK: Jan. 16 Hearing on More Plan Exclusivity
ARKANOVA ENERGY: Reports $3.8-Mil. Net Income in Fiscal 2012

AS SEEN ON TV: Receives $7.3 Million From Units Offering
ATI HOLDINGS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
ATLAS ENERGY: Moody's Assigns 'B2' CFR; Rates Sr. Notes 'Caa1'
ATLAS RESOURCE: S&P Assigns 'B' CCR, Rates New $250MM Notes 'B-'
AXION INTERNATIONAL: Allen Kronstadt Holds 33.1% Equity Stake

AXION INTERNATIONAL: Issues $500,000 Conv. Note to A. Kronstadt
AVANTAIR INC: Gilder Gagnon Hikes Lowers Equity Stake to 4.9%
B & B REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors
B&T OLSON: Granted Access to Opus Cash Collateral
BANK OF NEVADA: Moody's Affirms 'Ba1' Deposit Rating

BOMBARDIER INC: Fitch Affirms 'BB' IDR on New Debt Issuance
BOMBARDIER INC: S&P Rates $2-Bil. Senior Unsecured Notes 'BB'
BON-TON STORES: Supplements Indentures with BNYM, Wells Fargo
BOOMERANG SYSTEMS: Accepts $3MM Convertible Notes Subscriptions
BROADWAY FINANCIAL: Fails to Comply with $1 Bid Price Rule

BWAY PARENT: Moody's Affirms 'B2' CFR/PDR; Outlook Negative
CALCEUS ACQUISITION: Moody's Assigns 'B2' CFR; Outlook Stable
CASH STORE: S&P Lowers Issuer Credit Rating to 'B-', Outlook Neg.
CATALYST PAPER: Receives Final TSX Listing Approval
CENTRAL ASSEMBLY: Case Summary & 4 Unsecured Creditors

CENTRAL EUROPEAN: Appeals Nasdaq Determination to Delist Stock
CEREPLAST INC: Misses $665,000 Interest Payment to Wells Fargo
CHINA BAK: Incurs $65.8-Mil. Net Loss in Fiscal 2012
CHINA ORGANIC: Incurs $2.5-Mil. Net Loss in Fiscal 2011
CPI CORP: Forbearance with Bank of America Expires Jan. 18

CROATAN SURF: Wants Chapter 11 Case Dismissed
CROWN MEDIA: CFO Gets Employment Extension to 2014, Salary Hike
CUSTER ROAD: Court Approves Dismissal of Chapter 11 Case
DALLAS ROADSTER: Texas Capital Granted Stay Relief on Pending Suit
DELTATHREE INC: To Issue 10-Mil. Shares Under Incentive Plan

DEWEY & LEBOEUF: Wants Jan 18 Initial Admin. Claims Bar Date
DIAL GLOBAL: Amends Second Quarter Form 10-Q
DIALOGIC INC: To Cut 13% of Workforce to Reduce Costs
DRINKS AMERICAS: Steven Dallas Quits as Interim CFO
DUNE ENERGY: Stephen Kovacs Resigns from Board

DYNASIL CORP: Thomas Leonard Succeeds Richard Johnson as CFO, CAO
EARTHBOUND HOLDING: Moody's Cuts CFR to 'B3'; Outlook Negative
EASTMAN KODAK: $527 Million Patent Sale Receives Court Approval
EDIETS.COM INC: Extends Maturity of Director Notes to June 30
EDISON MISSION: U.S. Trustee Forms 9-Member Creditors Committee

EDISON MISSION: Meets Noteholders, Shares Cash Forecasts
EDUCATION MANAGEMENT: Moody's Cuts CFR to Caa2; Outlook Negative
ELAN PHARMACEUTICALS: Biosurplus to Hold Liquidation Auctions
ELITE PHARMACEUTICALS: Wilson Gilliam Lowers Equity Stake to 3.9%
EMISPHERE TECHNOLOGIES: Mark Rachesky Holds 48.1% Equity Stake

EMMIS COMMUNICATIONS: Reports $4.6MM Net Income in Nov. 30 Qtr.
ENERGY FUTURE: Releases Preliminary Results of Exchange Offers
ENERGY SERVICES: Incurs $48.5-Mil. Net Loss in Fiscal 2012
ENERGYSOLUTIONS INC: 1818 Master No Longer Owns Shares
ENERGYSOLUTIONS INC: Clint Carlson Discloses 8.8% Equity Stake

ENTERTAINMENT TECHNOLOGIES: Voluntary Chapter 11 Case Summary
EPICEPT CORP: Daniel Teper Presented at 6th Annual OneMedForum
ERA GROUP: Moody's Corrects November 26 Rating Release
ESTATE OF BILLY WATSON: Case Summary & Unsecured Creditor
FAIRWEST ENERGY: Obtains CCAA Relief Extension Order

FIRST PLACE: Wilmington Trust Added to Creditors Committee
FITZSIMONS PROMENADE: Voluntary Chapter 11 Case Summary
FORCE FUELS: Knight Capital Discloses 5.1% Equity Stake
FTMI REAL ESTATE: Use of Housing and Urban Cash Collateral Okayed
FTMI REAL ESTATE: Has Green Light to Hire Eisinger as Counsel

FTMI REAL ESTATE: Court Approves Richard Lundy as Accountant
FTMI REAL ESTATE: Can Hire Reznick Group as Accountant
FREDERICK'S OF HOLLYWOOD: Five Nominees Elected to Board
FUSION TELECOMMUNICATIONS: Amends 2011 Annual Report
GEA SEASIDE: Case Summary & 20 Largest Unsecured Creditors

GIGGLES N HUGS: Incurs $215,000 Net Loss in Third Quarter
GLOBAL AVIATION: Committee Counsel's Lowenstein Sandler LLP
GLYECO INC: Buys Glycol-Related Assets of Evergreen for $258,000
GMX RESOURCES: Amends Rights Plan with Computershare
GREENMAN TECHNOLOGIES: Incurs $4.5-Mil. Net Loss in Fiscal 2012

GREENWOOD FORGINGS: Updated Case Summary & Creditors' Lists
GUIDED THERAPEUTICS: Completes CSA Requirements for LuViva
H&M OIL: Wants Access to Funds from Oil and Gas Related Activities
HAMPTON CAPITAL: Case Summary & 20 Largest Unsecured Creditors
HANDY HARDWARE: Case Summary & 30 Largest Unsecured Creditors

HAWKER BEECHCRAFT: DIP Loans End Date Extended to Feb. 28
HCC CABINETS: Case Summary & Unsecured Creditor
HD SUPPLY: Had $639 Million Net Loss in Fiscal 2012
HD SUPPLY: To Offer $650 Million of Senior Subordinated Notes
HD SUPPLY: Prices Offering of $950 Million Sr. Subordinated Notes

HELIX ENERGY: Moody's Corrects December 12 Rating Release
HILLTOP FARMS: Can Use First Bank Cash Collateral Until Feb. 28
HORNE INTERNATIONAL: Incurs $407,000 Net Loss in Sept. 23 Qtr.
HOSTESS BRANDS: Selects Flower Foods as Stalking Horse Bidder
HOSTESS BRANDS: Has Forbearance From DIP Lenders Until June 30

HOSTESS BRANDS: OK'd to Form Committee of Retired Employees
HOSTESS BRANDS: Using Cash Collateral Until Jan. 25 Hearing
HOVNANIAN ENTERPRISES: State Street Discloses 12.2% Equity Stake
HYDROFLAME TECHNOLOGIES: Court Grants Relief from Involuntary
ICEWEB INC: Incurs $6.5-Mil. Net Loss in Fiscal 2012

INFINITY ENERGY: Reports $4.2 Million Net Income in 3rd Quarter
INERGETICS INC: James DeLucia Named to Board of Directors
INSPIREMD INC: Names Alan Milinazzo President and CEO
ISC8 INC: Incurs $19.7-Mil. Net Loss in Fiscal 2012
J AND Y INVESTMENT: Case Summary & 20 Largest Unsecured Creditors

JOURNAL REGISTER: Court Approves Feb. 15 Auction for Assets
JUDO ASSOCIATES: Case Summary & 8 Unsecured Creditors
K-V PHARMACEUTICAL: Panel Balks at Noteholders Security Claims
KENNEDY BROTHERS: Case Summary & 20 Largest Unsecured Creditors
KKR FINANCIAL: Fitch to Rate Preferred Stock Issuance at 'BB+'

KODIAK OIL: Moody's Assigns 'B3' Rating to Sr. Unsecured Notes
KODIAK OIL: S&P Rates New $300MM Senior Unsecured Notes 'B-'
LAUREATE EDUCATION: Moody's Says Incremental Loan Credit Neg.
LEHMAN BROTHERS: Asks for Court to Block Government Taxes on Deals
LEHMAN BROTHERS: CIBC Paying $149.5-Mil. to Settle Claim

LEHMAN BROTHERS: Citi Withdraws Citi Motion After Settlement
LEHMAN BROTHERS: Court OKs Fee Requests of Bortstein, et al.
LEHMAN BROTHERS: Brown Rudnick Allowed to Set Off From Retainer
LEO MOTORS: Incurs $184,000 Net Loss in Third Quarter
LIBERTY HARBOR: Seeks More Plan Time, Blames Hurricane Sandy

LITHIUM TECHNOLOGY: Lim Kee Discloses 73.1% Equity Stake
LMK PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
LOT 425R: Voluntary Chapter 11 Case Summary
LSP ENERGY: Gets Bankruptcy Court OK to Employ Deloitte Tax
LUMBER PRODUCTS: Sterling Bank Balks at Trustee's Liquidation Plan

LUXEYARD INC: 3 Creditors File Involuntary Bankruptcy Petition
MASTERCRAFT DESIGN/BUILD: Case Summary & Creditors List
MEDICAL INTERNATIONAL: Incurs $110,000 Net Loss in Fiscal 2012
MERISEL INC: Obtains Waivers Under PNC Credit Facility
MERRILL CORP: Moody's Affirms 'Caa3' CFR; Outlook Negative

MMRGLOBAL INC: Inks Non-Exclusive License Pact With Interbit Data
MOMENTIVE PERFORMANCE: Extends $1.1BB Exchange Offer to Jan. 14
MOMENTIVE SPECIALTY: Wants to Incur Add'l $1.1 Billion in Debt
MONITOR COMPANY: Deloitte Completes Acquisition
MOSS FAMILY: Seeks 120-Day Extension of Plan Deadline

MS.SOPHIA, LLC: Case Summary & 3 Unsecured Creditors
MUNIMAE TE: Moody's Affirms 'Ba1(sf)' Issuer Rating
NATIONAL HOLDINGS: Incurs $1.9-Mil. Net Loss in Fiscal Year 2012
NESBITT PORTLAND: Authorized to Access U.S. Bank's Cash Collateral
NEW PEOPLES: Frank Kilgore Quits from Board of Directors

NEW STREAMWOOD: Case Summary & Unsecured Creditor
NMT MEDICAL: Knight Capital Discloses 7.6% Equity Stake
NORANDA ALUMINUM: Moody's Assigns 'B2' CFR/PDR; Outlook Negative
NORD RESOURCES: Has New Copper Cathode Sales Pact With Red Kite
NORTHAMPTON GENERATING: Wants Plan Deadline Moved to March 9

NORTHAMPTON GENERATING: Cash Use Extended to Jan. 18
NORTHCORE TECHNOLOGIES: Amends 2011 Annual Report
NORTHCORE TECHNOLOGIES: Signs Consulting Pact with Dynamic Equity
NUSTAR LOGISTICS: Moody's Cuts Sr. Long-Term Debt Rating to 'Ba1'
OCALA SHOPPES: Case Summary & 20 Largest Unsecured Creditors

OLDE PRAIRIE: Parties-In-Interest Object to the Plan Confirmation
OLD SECOND: To Release Q4 Financial Results on Jan. 23
OMNICOMM SYSTEMS: Matthew Veatch Quits from Board of Directors
OPTIMUMBANK HOLDINGS: Ari Haas Discloses 9.7% Equity Stake
OVERLAND STORAGE: Fails to Comply with NASDAQ's MVLS Rule

OVERLAND STORAGE: Marathon Capital Hikes Equity Stake to 14.3%
OVERSEAS SHIPHOLDING: Taps Chilmark Partners as Financial Advisor
OVERSEAS SHIPHOLDING: Taps Morris Nichols as Delaware Co-Counsel
OXFORD FINANCE: Moody's Assigns 'B1' CFR; Outlook Stable
P&K HANNA: Case Summary & 4 Unsecured Creditors

PACIFIC DEVELOPMENT: Plan Effective; Claims Objection Due Feb. 2
PATRIOT COAL: Non-Union Retirees Want Own Official Committee
PATRIOT COAL: Selling Lower 5 Block Coal Seam to Pardee Minerals
PATRIOT COAL: Peabody Denies Fraudulent Transfer Allegations
PEER REVIEW: Employs Drake Klein as New Accountant

PENINSULA HOSPITAL: Gary R. Lambert Approved as Accountant
PENINSULA HOSPITAL: LaMonica Herbst OK'd as Trustee's Counsel
PENINSULA HOSPITAL: Trustee Sold Nursing Home to Melnicke
PEREGRINE PHARMACEUTICALS: $8.75MM Net Loss in Oct. 31 Quarter
PICCADILLY RESTAURANTS: 2nd Amended List of Top Unsec. Creditors

PINNACLE AIRLINES: Wants Until April 25 to Propose Chapter 11 Plan
RESIDENTIAL CAPITAL: Proposes Auction for FHFA-Insured Loans
RESIDENTIAL CAPITAL: Amends AFI Cash Collateral Order
RESIDENTIAL CAPITAL: Proposes Locke Lord as Litigation Counsel
SATNAM LODGING: Case Summary & 20 Largest Unsecured Creditors

SHORE SERVICES: Case Summary & 4 Largest Unsecured Creditors
SILIKEN MANUFACTURING: Updated Case Summary & Creditors' Lists
SINO-FOREST CORP: Unveils CCAA Plan Implementation Date
SINTRA CAPITAL: Case Summary & 20 Largest Unsecured Creditors
SPRINT NEXTEL: S&P Puts 'B+' Corp. Credit Rating on CreditWatch

TC GLOBAL: Court Approves McDreamy Offer
TER/KAR LLC: Case Summary & 2 Unsecured Creditors
TIGER HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
VI-JON INC: Financial Results No Impact on Moody's 'B2' CFR
WATERMAN PROPERTIES: Case Summary & 6 Unsecured Creditors

* Moody's Says Commercial Property Prices to Trend Flat or Down
* Moody's Says One-Third of US Colleges Faces Falling Revenues
* Moody's Says North-American Consumer Product Company Bonds Weak

* Timing Is Everything for Potential "Bond Bubble," Fitch Says
* US Credit Card Chargeoffs Close Out 2012 at 6Yr Low, Fitch Says

* BOND PRICING -- For Week From Jan. 7 to 11, 2013

                            *********

1220 SOUTH: Insiders OK'd to Lend Funds to Maintain Estate Home
---------------------------------------------------------------
The Hon. Erik P. Kimball authorized 1220 South Ocean Boulevard,
LLC, to incur postpetition financing from insiders.  The Court
said that Dan Swanson and Karen Swanson will lend to the Debtor on
a continuing basis the funds necessary to maintain the estate
home.  In exchange Mr. Swanson and Ms. Swanson will be allowed an
administrative expense claim (but not a superpriority
administrative claim) nunc pro tunc to the Petition Date.

                      About 1220 South Ocean

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.

Kenneth S. Rappaport, Esq., at Rappaport Osbourne & Rappaport, in
Boca Raton, Florida, serves as counsel to the Debtor.


1220 SOUTH: Court Approves Corcoran Group as Real Estate Broker
---------------------------------------------------------------
1220 South Ocean Boulevard LLC sought and obtained permission from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ James L. McCann of Corcoran Group Palm Beach as real estate
broker for two lots in Palm Beach County.

Mr. McCann will:

   a) analyze and determine the market value of the property;

   b) advertise and show the property to potential buyers; and

   c) sell and close on the Property.

To the best of the Debtor's knowledge, neither Mr. McCann nor the
firm represent any interest adverse to the bankruptcy estate, the
creditors of the Debtor, any other party in interest, their
respective attorneys and accountants, the U.S. Trustee, or any
person employed in the office of the U.S. Trustee.

The Debtor has also determined that a 4% commission is appropriate
for like sales in the area.  In addition, the Debtor believes
that the special clauses that allow for the broker to be paid a
fee of 2.5%, if broker is the sole agent, or a 0.5% fee plus
documented marketing expenses (not to exceed an additional 0.5%)
for a total not to exceed 1% if the Seller brings the buyer is
reasonable and apt for this sort of transaction.

                      About 1220 South Ocean

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.


2005 JOHN: Case Summary & 3 Unsecured Creditors
-----------------------------------------------
Debtor: 2005 John D Thomas Trust
        16133 Ventura Blvd. Suite 700
        Encino, CA 91436

Bankruptcy Case No.: 13-10132

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: James Mortensen, Esq.
                  3700 Wilshire Blvd., Suite 520
                  Los Angeles, CA 90010
                  Tel: (213) 387-7414
                  Fax: (213) 387-8414
                  E-mail: pimmsno1@aol.com

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

Estimated Debts: $0 to $50,000

A list of the Company's three largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/cacb13-10132.pdf

The petition was signed by John D. Thomas, trustee.


30DC INC: CEO Edward Dale Discloses 23% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Edward W. Dale, chief executive officer and
director of 30DC, Inc., disclosed that, as of Dec. 31, 2012, he
beneficially owns 20,036,440 shares of common stock of 30DC
representing 23.05% of the shares outstanding.  Mr. Dale
previously reported beneficial ownership of 27.47% equity Stake as
of June 26, 2012.  A copy of the amended filing is available at:

                        http://is.gd/rnOAB5

                          About 30DC Inc.

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

The Company reported a net loss of $1.44 million for the fiscal
year ended June 30, 2011, following a net loss of $1.06 million in
fiscal 2010.

As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York,
expressed substantial doubt about 30DC's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2011.  The independent auditors noted that the
Company has had recurring losses, and has a working capital and
stockholders' deficiency as of June 30, 2011.

The Company's balance sheet at March 31, 2012, showed $1.82
million in total assets, $2.21 million in total liabilities and a
$394,450 total stockholders' deficiency.

The Company said in its quarterly report for the period ending
March 31, 2012, that if it is unable to raise additional capital
or encounters unforeseen circumstances, it may be required to take
additional measures to conserve liquidity, which could include,
but not necessarily be limited to, issuance of additional shares
of the Company's stock to settle operating liabilities which would
dilute existing shareholders, curtailing its operations,
suspending the pursuit of its business plan and controlling
overhead expenses.  The Company cannot provide any assurance that
new financing will be available to it on commercially acceptable
terms, if at all.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.


360 GLOBAL: Files Old Financial Statements as Required by Plan
--------------------------------------------------------------
360 Global Investments filed with the U.S. Securities and Exchange
Commission Form 10-Ks and 10-Qs as required by its reorganization
plan.

360 Global had $0 net income on $0 of revenue for the fiscal year
ended Dec. 31, 2008, compared with net income of $36.3 million on
$0 of revenue during the prior year.

For the nine months ended Sept. 30, 2009, the Company incurred a
net loss of $112,500 on $0 of revenue, compared with net income of
$0 on $0 of revenue for the same period during the previous year.

A copy of the Form 10-K for the fiscal year ended Dec. 31, 2008 is
available for free at http://is.gd/Jsa6wm

A copy of the Form 10-Q for the three months ended June 30, 2009,
is available for free at:

                         http://is.gd/qykpuJ

A copy of the Form 10-Q for the quarter ended Sept. 30, 2009, is
available for free at:

                        http://is.gd/26UBpT

As approved by the Bankruptcy Court in the Viansa Plan and
Disclosure Statement, Viansa and the Texas Property are being sold
including the residential real estate, the mining operations, as
well as the mineral rights.  Viansa was sold to Laurus Master
Fund, Ltd., in December of 2007 for a total of $40,667,075.  The
sale resulted in a total discharge of Global's debt.  Global's
residual interest in the Texas Property was limited to $250,000
with any excess proceeds from disposal going to the Global Trust
for the benefit of the creditors.

As approved by the Bankruptcy Court in the Global Plan and
Disclosure Statement, Reorganized Global's business plan is made
up of two activities.  First, undertaking the administrative,
accounting, SEC related, and all other work necessary to prepare
and file updated financial statements and annual and quarterly
reports with the SEC and any other governmental organizations, in
order to re-establish Reorganized Global as a fully reporting
public company and re-list its common stock on a nationally
recognized stock exchange or market quotation system. In order to
accomplish this goal, Reorganized Global's plan is to complete the
various SEC filings (among other filings and reports), which
Reorganized Global will complete as soon as practical taking into
account the general economic climate.

                         About 360 Global

360 Global Investments, formerly 360 Global Wine Company, is a
publicly traded investment holding company that has invested in a
number of diverse business activities and that has targeted a
number of industries for future investment.  360 Global is
domiciled in the state of Nevada and its corporate headquarters
are located in Los Angeles, Calif.

360 Global Wine Company, Inc., filed for Chapter 11 protection
(Bankr. D. Nev. Case No. 07-50205) on March 7, 2007.


400 EAST: Has Access to Cash Collateral Until Jan. 31
-----------------------------------------------------
400 East 51st Street LLC has access to cash collateral of lender
51st Street Lender LLC until Jan. 31, 2013, pursuant to the terms
of a stipulation approved by the bankruptcy judge.

51st Street Lender holds a first and second mortgage on the
Debtor's property consisting of a commercial unit and Unit 21C at
the Grand Beekman Condominium located at 400 east 51st Street, New
York City.

The Debtor projects income in the three-month period from November
2012 to January 2013 of $182,000, with expenses of $78,000.
Through a consensual resolution with the lender, the Debtor will
turn over to the lender on a monthly basis, as adequate protection
payments, rental income in excess of amounts necessary to pay the
expenses.

The Debtor will also grant the lender replacement liens,
superpriority administrative expense claim status, subject to a
carve-out on certain expenses.

                         About the Debtor

400 East 51st Street LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-14196) on Oct. 9, 2012.  The Debtor, a Single
Asset Real Estate under 11 U.S.C. Sec. 101 (51B), owns property in
150 East 58th Street, New York.  Judge Robert E. Gerber presides
over the case.  Hanh V. Huynh, Esq., at Herrick, Feinstein LLP, in
New York, serves as counsel.  The Debtor disclosed $15,058,088 in
asset and $11,522,779 in liabilities as of the Chapter 11 filing.
The petition was signed by Simon Elias, member and chief
administrative officer.


72 ALBANY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 72 Albany Avenue Realty LLC
        573 Derby Avenue
        Woodmere, NY 11598

Bankruptcy Case No.: 13-70086

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Howard S. Greenberg, Esq.
                  RAVIN GREENBERG LLC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068
                  Tel: (973) 226-1500
                  Fax: (973) 226-6888
                  E-mail: hgreenberg@ravingreenberg.com

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

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

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

The petition was signed by Yaakov Friedman, authorized
agent/managing member.


AAA PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: AAA Properties, LLC
        dba Amsterdam Rentals
        205 Central Avenue
        Schenectady, NY 12304

Bankruptcy Case No.: 13-10054

Chapter 11 Petition Date: January 10, 2013

Court: U.S. Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield, Jr.

Debtor's Counsel: Richard H. Weiskopf, Esq.
                  O'CONNELL & ARONOWITZ
                  54 State Street, 9th Floor
                  Albany, NY 12207
                  Tel: (518) 462-5601
                  Fax: (518) 462-2670
                  E-mail: rweiskopf@oalaw.com

Scheduled Assets: $1,049,179

Scheduled Liabilities: $728,657

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nynb13-10054.pdf

The petition was signed by Alan B. Kuhn, member.


ABLE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Able Medical Transport of Southern Ohio, LLC
        1281 River Road
        Chillicothe, OH 4560

Bankruptcy Case No.: 13-50104

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: James A. Coutinho, Esq.
                  Myron N. Terlecky, Esq.
                  STRIP HOPPERS LEITHART MCGRATH & TERLEC
                  575 South Third Street
                  Columbus, OH 43215
                  Tel: (614) 228-6345
                  Fax: (614) 228-6369
                  E-mail: jac@columbuslawyer.net
                          mnt@columbuslawyer.net

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ohsb13-50104.pdf

The petition was signed by Shad E. Wooten, chief financial
officer.


AEOLUS PHARMACEUTICALS: Reports $1.7MM Net Income in Fiscal 2012
----------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., filed on Dec. 31, 2012, its annual
report on Form 10-K for the fiscal year ended Sept. 30, 2012.

Grant Thornton LLP, in San Diego, Calif., expressed substantial
dobut about Aeolus Pharmaceuticals' ability continue as a going
concern.  The independent auditors noted that the Company has
incurred recurring losses and negative cash flows from operations,
and management believes the Company does not currently possess
sufficient working capital to fund its operations through fiscal
2013.

The Company reported net income of $1.7 million (including a non-
cash gain for decreases in valuation of warrants of approximately
$4.1 million) on $7.3 million of contract revenue in fiscal 2012,
compared with net income of $299,000 (including a non-cash gain
for decreases in valuation of warrants of $3.9 million) on
$4.8 million of contract revenue in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.3 million
in total assets, $21.6 million in total liabilities, and a
stockholders' deficiency of $20.3 million.

A copy of the Form 10-K is available at http://is.gd/Aha7ya

                   About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.


AES EASTERN: Plan of Liquidation Declared Effective Dec. 28
-----------------------------------------------------------
AES Eastern Energy, L.P., et al., notified the U.S. Bankruptcy
Court for the District of Delaware that the effective date of its
Second Amended Joint Plan of Liquidation dated Nov. 14, 2012, as
modified on Dec. 27, 2012, occurred on Dec. 28, 2012.

As reported in the Troubled Company Reporter on Jan. 3, 2013,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Debtor's plan intended to generate a 12%
recovery for creditors with $482 million in unsecured claims.
Creditors' recovery is due in large part to a $47 million
settlement negotiated in November with non-bankrupt parent AES
Corp.

According to the report, the settlement with the AES parent
resulted from an investigation by the creditors' committee into
$1 billion in dividends paid to the parent from 1998 and 2010 that
allegedly were fraudulent transfers.  In return for dropping
claims against the parent and its officers and directors, AES pays
$47 million when the plan becomes effective.  The payment
represents most of the $57.5 million projected for distribution to
unsecured creditors.

                         About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A., are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants is the
claims and noticing agent.  AES Eastern Energy estimated
$100 million to $500 million in assets and $500 million to
$1 billion in debts.  The petition was signed by Peter Norgeot,
general manager.

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.

AES Eastern was authorized in April to sell the two operating
facilities to secured creditors in exchange for debt.


AFFIRMATIVE INSURANCE: Amends QS Agreement with Greenlight
----------------------------------------------------------
Affirmative Insurance Company, an indirectly held, wholly-owned
subsidiary of Affirmative Insurance Holdings, Inc., entered into a
Quota Share Reinsurance Contract with Greenlight Reinsurance, LTD.
Among other things, the QS Agreement provided 40% quota share
reinsurance for all of AIC's business produced in the states of
Alabama, Illinois, Louisiana and Texas for the period of Jan. 1,
2012, through Dec. 31, 2012.

On Dec. 20, 2012, AIC and the Reinsurer entered into Addendum
Number 4 to the QS Agreement.  The Addendum amended the QS
Agreement by extending the term of the 40% quota share reinsurance
provided under the QS Agreement through March 31, 2013.  All other
material terms and conditions of the QS Agreement remain
unchanged.

                    About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

The Company's balance sheet at Sept. 30, 2012, showed
$349.9 million in total assets, $474.9 million in total
liabilities, and a stockholders' deficit of $125.0 million.


ALLIED SYSTEMS: Bankruptcy Court OKs Direct Fee as Fee Examiner
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Allied Systems Holdings, Inc., et al., to employ Direct Fee Review
LLC as fee examiner.

Direct Fee is expected to, among other things:

   -- review the interim fee applications and final fee
      applications filed on or after Oct. 25, 2012, by each
      applicant in the cases, along with the detail related
      thereto;

   -- during the course of its review of an application, consult,
      as it deems appropriate, with each applicant concerning the
      application; and

   -- serve a final report on counsel for the Debtors, the Office
      of the U.S. Trustee, counsel to the Committee, and each
      applicant whose fees and expenses are addressed in the final
      report.

                        About Allied Systems

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

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

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

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

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

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

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

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


ALLIED SYSTEMS: Conferring with Constituencies on Exit Strategy
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Allied Systems Holdings, Inc., et al.'s exclusive periods to file
a Chapter 11 plan and solicit acceptances for the proposed plan
until March 8, 2013, and May 6, respectively.  The Debtors
explained that they are conferring with their major constituencies
to ascertain whether common ground can be reached as to an exit
strategy.

                        About Allied Systems

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

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

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

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

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

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

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

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


ALLIED SYSTEMS: PwC Giving More Tax Consulting Services
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Allied Systems Holdings, Inc., et al.'s supplemental motion to
employ PricewaterhouseCoopers LLP for additional work.

In a Sept. 25, 2012 order, the Court authorized the Debtors to
employ PwC to provide tax compliance services relating to the tax
year beginning Jan. 1, 2011 until Dec. 31, 2011.

By the supplemental application, the scope of employment of PwC is
expanded to provide (i) restructuring tax consulting services; and
(ii) recurring tax consulting services.

PwC's tax consulting services include:

   -- restructuring tax consulting services: providing advice,
      answers to questions, modeling of scenarios, and opinions on
      tax restructuring matters, including research, discussions,
      preparation of memorandum, and attendance at meetings
      relating to such matters, as requested by the Debtors and as
      mutually determined to be necessary; and

   -- recurring tax compliance services: providing advice, answers
      to questions, and opinions on tax matters requested by the
      Debtors and as mutually determined to be necessary.

The hourly rates of PwC's personnel are:

         Partner                          $700
         Managing Director                $590
         Director                         $430
         Manager                          $345
         Senior                           $250
         Associate                        $175

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

                        About Allied Systems

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

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

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

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

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

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

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

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


ALLIED SYSTEMS: Brown Rudnick Tapped for Board Special Committee
----------------------------------------------------------------
Allied Systems Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for The District of Delaware for permission to employ Brown
Rudnick LLP as counsel for the special committee of its board of
directors.

The Debtors explain that in the early stages of the cases, the
petitioning creditors and Yucaipa American Alliance Fund II, L.P.
and Yucaipa American Alliance (Parallel) Fund II, L.P. had
disagreements which threatened case delay and value-accretive
strategies for the Debtors' Chapter 11 emergence.  Yucaipa owns a
majority of Allied Holdings and a significant amount of the
Debtors' funded indebtedness.

The Debtor's board established a special committee to oversee
matters requiring independent director attention.  The special
committee is comprised of Brian Cullen, managing director and head
of U.S. Restructuring for Duff & Phelps, and Mark Gendregske,
president and chief executive officer of Allied Holdings.  Neither
member of the special committee is affiliated with Yucaipa.

The Debtor determined to retain an independent counsel to allay
any further concerns, to facilitate a more conciliatory dialogue
with all parties-in-interest, and to help it acquit its
responsibilities.

Brown Rudnick will, among other things, advise the special
committee with respect to these matters:

   a. any potential plan of reorganization for the Debtors, sale
      of the Debtors as a going concern, or any other strategy
      designed to resolve the Chapter 11 cases;

   b. any interactions between the special committee, on the one
      hand, and parties-in-interest and the Court, on the other
      hand, regarding any aspect of the Chapter 11 processes;

   c. the preparation of any applications, motions, memoranda,
      proposed orders, and other pleadings as may be required in
      support of positions taken by the special committee; and

   d. take other actions to assist the board in carrying out its
      responsibilities as the board may delegate to or request of
      the special committee from time to time.

The scope of Brown Rudnick's retention is limited to advising the
special committee only, and will not duplicate the efforts of
Troutman Sanders LLP, or Richards, Layton & Finger, P.A., whose
role in the cases as primary restructuring counsel to the Debtors
will remain unchanged.

The primary attorney who will represent the special committee is
Robert J. Stark, whose hourly rate is $1,070.  Other Brown Rudnick
attorneys or paraprofessionals will, from time to time, provide
legal services on behalf of the special committee.  The hourly
rates of Brown Rudnick personnel are:

         Attorneys                        $475 to $1,100
         Paraprofessionals                $265 to $370

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

                        About Allied Systems

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

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

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

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

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

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

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

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


ALLY FINANCIAL: Declares Dividends on Preferred Stock
-----------------------------------------------------
The Ally Financial Inc. board of directors has declared quarterly
dividend payments for certain outstanding preferred stock.  Each
of these dividends were declared by the board of directors on
Jan. 3, 2013, and are payable on Feb. 15, 2013.

A quarterly dividend payment was declared on Ally's Fixed Rate
Cumulative Mandatorily Convertible Preferred Stock, Series F-2, of
approximately $134 million, or $1.125 per share, and is payable to
the U.S. Department of the Treasury.  A quarterly dividend payment
was also declared on Ally's Fixed Rate Cumulative Perpetual
Preferred Stock, Series G, of approximately $45 million, or $17.50
per share, and is payable to shareholders of record as of Feb. 1,
2013.  Additionally, a dividend payment was declared on Ally's
Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of
approximately $22 million, or $0.53 per share, and is payable to
shareholders of record as of Feb. 1, 2013.

Including the aforementioned dividend payments on the Series F-2
Preferred Stock, Ally will have paid a total of approximately $5.9
billion to the U.S. Treasury since February 2009.  This amount
includes preferred stock dividends, interest payments and proceeds
received by the U.S. Treasury in its sale of Ally trust preferred
securities.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.  Net income was $310 million
for the three months ended March 31, 2012.

The Company's balance sheet at Sept. 30, 2012, showed $182.48
billion in total assets, $163.71 billion in total liabilities and
$18.76 billion in total equity.

                           *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.

As reported by the Troubled Company Reporter on May 22, 2012,
Standard & Poor's Ratings Services revised its outlook on Ally
Financial Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its ratings, including its 'B+' long-
term counterparty credit and 'C' short-term ratings, on Ally.
"The outlook revision reflects our view of potentially favorable
implications for Ally's credit profile arising from measures the
company announced May 14, 2012, designed to resolve issues
relating to Residential Capital LLC, Ally's troubled mortgage
subsidiary," said Standard & Poor's credit analyst Tom Connell.

In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the
ratings of Ally and certain related subsidiaries, including its
Issuer and Long-Term Debt rating of BB (low), Under Review
Developing.  This rating action follows the decision by Ally's
wholly owned mortgage subsidiary, Residential Capital to file a
pre-packaged bankruptcy plan under Chapter 11 of the U.S.
Bankruptcy Code.


ALON USA: S&P Assigns 'B' Issuer Credit Rating, Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issuer
credit rating to Alon USA Partners L.P., a variable master limited
partnership (MLP) in the refining sector.  The outlook on the
rating is stable.  S&P also assigned its 'B+' rating and a
recovery rating of' '2' to the $250 million term loan.  The '2'
recovery rating indicates that S&P expects lenders would receive a
substantial recovery (70% to 90%) if a payment default occurs.

At the same time, S&P withdrew the B/Stable/-- corporate credit
rating on Alon USA Energy Inc., removed the $450 million term loan
issue rating of 'B+' from CreditWatch where S&P placed it with
negative implications on Oct. 22, 2012, and withdrew the issue
rating.

The rating on Alon USA Partners reflects its "vulnerable" business
risk profile and its "significant" financial risk profile.

"The stable outlook reflects our expectation that Alon USA
Partners will generate strong financial measures, with a mid-cycle
debt to EBITDA leverage of about 2x as a result of low leverage
and strong EBITDA driven by access to discounted crude supply,"
said Standard & Poor's credit analyst Mark Habib.

"We could raise the rating if Alon can demonstrate a track record
of operational performance and financial discipline under the new
MLP structure, such that we expect debt to EBITDA will remain
below 2x in the longer term.  We believe there is significant
financial cushion in the current rating, but we could lower it if
leverage increases beyond our expectations, operating problems
occur at the refinery, or a compression of crack spreads or crude
differentials lead to lower margins and we expect sustained debt
to EBITDA approaching 4x," S&P added.


AMEREN ENERGY: Moody's Cuts Senior Unsecured Rating to 'B2'
-----------------------------------------------------------
Moody's Investor Services downgraded Ameren Energy Generating
Company (Ameren Genco)'s senior unsecured rating to B2 from Ba3.
At the same time, Ameren Genco was assigned a Corporate Family
Rating (CFR) and Probability of Default Rating of B2. The
downgrade follows the announcement on December 20, 2012, which
triggered the review for downgrade, that Ameren Genco's parent
company, Ameren Corp. (Ameren; Baa3/stable), will reduce and
eventually eliminate support to Ameren Genco. Ameren Genco's
ratings remain under review for further downgrade, pending
additional clarity regarding the pace of the support withdraw.

"The withdrawal of support represents a significant change of
Ameren group strategy towards Ameren Genco," said Toby Shea, Vice
President. "The downgrade and continuing review reflects Ameren
Genco's weak stand-alone metrics and uncertainty over its
sustainability as a standalone entity."

Ameren Genco was assigned a Speculative Liquidity Rating of SGL-3
to note the weak liquidity and poor financial flexibility of the
company on a standalone basis over the next 12 to 18 months. In
the short term liquidity is supported by the put agreement, as
further described below; but Ameren Genco does not have assured
access to Ameren group liquidity facilities, and its liquidity may
weaken further if the funding from the put agreement is consumed.

Rating Assigned:

Ameren Energy Generating Company

Ameren Genco Corporate Family Rating at B2 (on review for
possible downgrade)

Ameren Genco Probability of Default Rating at B2 (on review for
possible downgrade)

Ameren Genco Speculative Grade Liquidity Rating at SGL-3

Ratings Downgraded:

$275 million Senior notes Series F 7.95% due 2032 downgraded to
B2 (on review for possible downgrade) (LGD 4, 51%), from Ba3 (on
review for possible downgrade)

$300 million Senior notes Series H 7.00% due 2018 downgraded to
B2 (on review for possible downgrade) (LGD 4, 51%), from Ba3 (on
review for possible downgrade)

$250 million Senior notes Series I 6.30% due 2020 downgraded to
B2 (on review for possible downgrade) (LGD 4, 51%), from Ba3 (on
review for possible downgrade)

Ratings Rationale

Ameren Genco's B2 senior unsecured rating is primarily driven by
its shrinking financial resources and declining parent support in
a depressed power price environment. While the company has no debt
maturity until 2018 and, according to Moody's projection, may be
roughly free cash flow neutral in 2013, its financial flexibility
is diminishing as the parent has announced that the Genco is no
longer a core component of its future business strategy. The
company's entire cash on hand, which was about $57 million
(including receivables from the money pool) at the end of
September 30, 2012, is needed to accommodate working capital
swings. As indicated in its latest quarterly filing, the
expectation is that Ameren Genco will be unable to incur
additional borrowings from external sources by the end of first
quarter 2013, due to an interest coverage ratio covenant in its
bond indenture.

As a result, Ameren Genco's primary source of liquidity for
contingencies is a put agreement guaranteed by Ameren Corp. The
put agreement, which expires in March 2014, allows Ameren Genco to
raise a minimum of $100 million within one business day by
exercising an option to sell three gas power plants to its
affiliate, Ameren Energy Resources Generating. Ameren Genco could
receive more if the plants are independently assessed to be worth
more than $100 million. Alternatively, the company could sell one
or more of the gas assets to an unaffiliated entity without
exercising the put agreement. Ameren Genco could in theory sell
its coal assets to bolster liquidity, but this option is not
likely to be a material credit positive over the near term since
market conditions for coal-fired generation assets appear to be in
severe distress.

The need to exercise the put agreement could come from additional
working capital requirements as the parent company reduces its
financial guarantee of Ameren Genco's trading positions or if
there is a reduction to operating cash flow due to unforeseen
events, such as a major plant outage. Commodity price risk should
not be a major issue as Ameren Genco's power and fuel are highly
hedged for 2013. It is worth noting that, in Moody's projection, a
significant portion of Ameren Genco's cash flow in 2013 is
associated with the funding created by monetizing Ameren Genco's
tax loss position through a tax sharing agreement with other
Ameren affiliates. Should the tax benefits expected by Moody's
fail to materialize, Ameren Genco's cash flows and liquidity
position could weaken.

Ameren Genco's ratings remain under review for possible downgrade
given the level of uncertainty over the extent and timing of the
withdrawal of parent company support on trade positions and
working capital, as well as the amount of proceeds Ameren Genco
will receive from its put agreement, if exercised. Ratings could
be downgraded further if Moody's determine that the combination of
ongoing parent company support and the liquidity provided by the
put agreement will not provide the company with adequate
operational and financial flexibility going forward.

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.


AMERICAN AIRLINES: Ex-Pilot Seeks Stay Relief to Pursue Appeal
--------------------------------------------------------------
A former employee of American Airlines Inc. filed a motion asking
the Bankruptcy Court to lift the automatic stay that was imposed
as a result of the airline's bankruptcy filing.

The injunction, if lifted, would allow the U.S. Court of Appeals
for the 11th Circuit to rule on the appeal filed by Lawrence
Meadows, former American Airlines pilot.

The former pilot appealed the dismissal of his case by a lower
court, where he sought payment of long-term disability benefits
for the period December 2007 to December 2011 under the airline's
2004 pilot retirement plan.

Mr. Meadows was terminated in October 2011 pursuant to a
provision of American Airlines' labor contract with pilots, which
states that pilots who have been inactive for longer than five
years will be terminated.

Because of his newly diagnosed condition, Mr. Meadows became
eligible to receive disability benefits under another plan in
December 2011.  Under the new plan, however, he only receives
half of what he received under the 2004 plan.

The motion, if granted, would also allow Mr. Meadows to bring
another suit against the airline to determine his employment
status and to determine which benefit plan applies to him.

                   American, Committee Object

In papers filed with the U.S. Bankruptcy Court in Manhattan,
American Airlines and the Official Committee of Unsecured
Creditors said they agree to lift the stay for the limited
purpose of permitting the appeals court to dispose of Mr.
Meadows's appeal.

"American believes the Eleventh Circuit's decision may fully
dispose of Meadows's claims," said the airline's lawyer, Stephen
Youngman, Esq., at Weil Gotshal & Manges LLP, in New York.

Mr. Youngman, however, asked the bankruptcy court to block the
former employee to file new suits in connection with the appeal,
saying the issues that would be raised in those suits may be
disposed of through the appeals court's decision in the appeal.

A court hearing was scheduled for January 9.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Senior Pilots Appeal New Labor Contract
----------------------------------------------------------
A group of pilots appealed from a bankruptcy court's order that
approved American Airlines Inc.'s new labor contract with pilots.

The U.S. Bankruptcy Court in Manhattan approved on December 19,
2012, a six-year labor contract between American Airlines and the
Allied Pilots Association, which represents more than 10,000
pilots at the airline.

The new deal, which was ratified by 74% of pilots who voted, will
give those pilots a 13.5% stake in the post-bankruptcy company
and annual pay raises.  The new deal, meanwhile, could help
American Airlines save as much as $315 million per year.

The pilots, who are represented by New York-based law firm Seham
Seham Meltz & Petersen LLP, headed by Stanley Silverstone, Esq.
-- SSilverstone@ssmplaw.com -- are seeking to have their case
heard by the U.S. District Court for the Southern District of New
York.

The pilots, who were hired by American Airlines prior to
November 1, 1983, previously criticized the airline's refusal to
exclude the grievances filed by pilot Larry Scerba from the
settlement proposed under the new deal.

Mr. Scerba filed the grievances in behalf of the group to complain
about American Airlines' alleged violation of an earlier agreement
that prohibits the airline from taking any action to reduce the
pay or the retirement benefits received by the pilots.

Another group, the American Independent Cockpit Alliance, also
appealed from the December 19 order.  The group represents pilots
who previously worked for Trans World Airlines before it merged
with American Airlines.

                         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: Pilots Also Appeal Retirement Plan Order
-----------------------------------------------------------
A group of pilots appealed from a bankruptcy court's order that
authorized AMR Corp. to amend the pilot retirement plan of its
regional carrier.

The U.S. Bankruptcy Court in Manhattan authorized the company
last month to eliminate lump sum and installment options provided
under the retirement plan of American Airlines Inc.

The pilots, who were hired by American Airlines prior to
November 1, 1983, previously opposed the move, saying their group
is too small that retention of their lump sum option couldn't
cause a termination of the plan even if they retired from their
jobs.

The pilots are seeking to have their case heard by the U.S.
District Court for the Southern District of New York.  The group
is represented by New York-based law firm Seham Seham Meltz &
Petersen LLP.

                         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: Expands Codeshare With airberlin
---------------------------------------------------
Airberlin is expanding the existing codeshare agreement with its
oneworld(R) partner American Airlines by a total of 43 new
connecting flights within the USA as well as a daily flight from
Dusseldorf to Chicago.

From 23rd March 2013, about 32 connecting destinations in
American Airlines' Chicago hub will be available to airberlin
guests.  Also from 23rd March, airberlin will start non-stop
flights three times a week from Berlin to the city on Lake
Michigan.  airberlin guests can then reach all major destinations
in the United States via the Chicago hub.

With the start of the summer schedule, from May 2013
airberlin will increase the number of weekly non-stop Berlin to
Chicago flights from three to five.  airberlin is the only
airline connecting the German capital with the American Airlines
hub in the U.S. state of Illinois.

Wolfgang Prock-Schauer, Chief Strategy and Network Planning
Officer for airberlin, said: "By working closely with our oneworld
partner American Airlines, our extensive USA offering is becoming
even more attractive.  In future, it will be possible to reach
almost every region in the USA with an airberlin flight number.
The linking of the route networks is a positive development for
both parties and the codeshare now comprises a total of 99
routes."

Through the expansion of the codeshare agreement, from 12th April
airberlin guests will also be able to fly non-stop daily from
Dusseldorf to Chicago.

Starting now, eleven other connecting destinations within the USA
are available with an airberlin flight number from New York-JFK,
Miami and Los Angeles.

The new codeshare flights to and within the USA can be booked now
online at airberlin.com, through the airline's 24-hour Service
Center at 030/3434 3434 (local rates apply) as well as with a
travel agency.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN APPAREL: GCIC Ltd. Holds 19.9% Equity Stake
----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, GCIC Ltd. disclosed that, as of Dec. 31, 2012, it
beneficially owns 21,206,816 common shares of American Apparel,
Inc., representing 19.92% of the shares outstanding.  A copy of
the filing is available for free at http://is.gd/t7vRjS

                      About American Apparel

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

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

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

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

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


AMERICAN NATURAL: GCIC Ltd Discloses 4.5% Equity Stake
------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, GCIC Ltd. (formerly Goodman & Company, Investment
Counsel Ltd.) disclosed that, as of Dec. 31, 2012, it beneficially
owns 1,202,087 common shares of American Natural Energy
Corporation representing 4.55% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/P3fdyF

                       About American Natural

American Natural Energy Corporation is a Tulsa, Oklahoma based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.

The Company's balance sheet at Sept. 30, 2012, showed
$20.2 million in total assets, $13.3 million in total liabilities,
and stockholders' equity of $6.9 million.

As reported in the TCR on April 3, 2012, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about American Natural
Energy's ability to continue as a going concern.  The
independent auditors noted that the Company incurred a net loss in
2011 and has a working capital deficiency and an accumulated
deficit at Dec. 31, 2011.


AMERICAN NATURAL: Closes Sale of Additional $1 Million Debenture
----------------------------------------------------------------
American Natural Energy Corporation has completed the previously
announced Unsecured Convertible Debenture financing with the sale
of an additional $1 million debenture to the private investor
group effective Dec. 31, 2012.

The debenture is due and payable in two years.  Interest is
payable quarterly at an equivalent rate of 12% per annum in either
cash or common shares, and the debenture is convertible into
shares of ANEC common stock at a conversion rate of US$0.10 per
share.

The proceeds from the financing are to be used in the drilling and
completion of the DSCI 152 well, which was included in ANEC's
inventory of Proved Undeveloped reserves, to install flowlines and
to place into service the DSCI 152 and recently completed DSCI 15
well.  Additionally, ANEC's PUDs include 10 additional locations
on its Bayou Couba project in St. Charles Parish, Louisiana with
potential reserves in excess of 2 million net barrels of oil.

Warrants, expiring in two years were also issued and will be
exercisable into 10 million common shares at US$0.23 per share.
The warrants are non-transferable.

Holdings by the investment group, including conversion of shares
and exercise of warrants is limited to 19.9% of the outstanding
shares of ANEC without the approval of a majority of the
outstanding existing shareholders Approval for the conversion and
exercise of the warrants is included in proposals to the
Shareholders being voted on in the Annual Shareholders meeting
scheduled for Jan. 11, 2013.

                   About American Natural Energy

American Natural Energy Corporation is a Tulsa, Oklahoma based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.

The Company's balance sheet at Sept. 30, 2012, showed
$20.2 million in total assets, $13.3 million in total liabilities,
and stockholders' equity of $6.9 million.

As reported in the TCR on April 3, 2012, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about American Natural
Energy's ability to continue as a going concern.  The
independent auditors noted that the Company incurred a net loss in
2011 and has a working capital deficiency and an accumulated
deficit at Dec. 31, 2011.


AMERICAN SUZUKI: Hikes DIP Financing to $100 Million
----------------------------------------------------
American Suzuki Motor Corporation asks the U.S. Bankruptcy Court
for the Central District of California to authorize and approve
Amendment No. 1 to Debtor-in-Possession Loan and Security
Agreement, which among other things, increases the amount of the
advances from $50,000,000 to $100,000,000, of which, $30,000,000
in additional borrowing would be available upon interim approval
to be used in accordance with the budget.

The Debtor notes that the remaining material provisions of the DIP
Credit Agreement that the Court approved pursuant to the final DIP
Order will remain unchanged.

The Debtor requires immediate access to the additional financing
provided by the DIP Credit Amendment to: (1) finance the purchase
of approximately 2,500 automobiles that will be sold and
distributed to the automotive dealers at a substantial profit to
the estate (approximately $1.8 million); and (2) to bridge the gap
until the collection of receipts from the sale of automobiles,
motorcycles and ATVs that was delayed by the commencement of the
case.

                     About American Suzuki

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

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

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

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

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


AMERICAN WEST: Has Until April to Access Cash Collateral
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved a
third stipulated agreement between American West Development,
Inc., and California Bank & Trust (as administrative agent and as
lead arranger) on behalf of its prepetition secured lenders
regarding (i) use of cash collateral; and (ii) providing adequate
protection.

Pursuant to the agreement, the parties agreed to the Debtor's
continued use of cash collateral until April 5, 2013.

A copy of the third stipulated agreement is available for free at
http://bankrupt.com/misc/AMERICANWEST_CC_stipulatedagreement.pdf

As reported in the Troubled Company Reporter on March 23, 2012,
the Debtor is a borrower pursuant to a December 2009 term loan
credit agreement among California Bank & Trust (as administrative
agent and lead arranger), the lenders party thereto, and certain
guarantors.  The total outstanding principal debt under the Credit
Agreement was $177,506,450 as of the Petition Date, along with
interest, fees and charges accrued and accruing thereon and
chargeable with respect thereto.  The borrowings under the Credit
Agreement had an initial maturity date of Oct. 6, 2011, with the
potential for two additional one year extensions at the Borrowers'
option.  The Borrowers exercised their option for the first one
year extension through Oct. 6, 2012.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.

The Court denied approval of its restructuring plan, after a judge
found that the proposal impermissibly granted protection from
lawsuits to third parties.

Bankruptcy Judge Mike K. Nakagawa ruled that Ninth Circuit law
barred a provision in the plan that would shield parties,
including the reorganized company and its affiliates, from
litigation or collections actions over claims arising from
construction defects.  The plan would give secured lenders, owed
$177.5 million, new loans valued at about $49.6 million and all
the equity in the reorganized company in exchange for a $10
million loan for plan payments and working capital, according to
court papers.  Unsecured creditors would have shared $1.5 million.


AMERICAN WEST: Still Facing U.S. Trustee Objection to Plan
----------------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17, objects to
the confirmation of American West Development, Inc.'s First
Amended Plan of Reorganization.

The Court on Oct. 29, 2012, denied the confirmation of the
Debtor's initial plan of reorganization.  The Court also approved
the future claims representative motion and appointed James L.
Moore to serve in the capacity. The U.S. Trustee raised objections
to a prior iteration of the Plan, blocked the plan, and forced
American West to file a new version.  The original plan was
negotiated with
secured lenders owed $177.5 million.

The U.S. Trustee also objects to the Debtors' new plan and wants
confirmation denied on these grounds:

   -- the Plan contemplates that the construction defect trust to
      be formed pursuant to the Plan will be funded, in part, by
      the Construction Defect Trust Contribution.  The Plan
      defines the "Construction Defect Trust Contribution to mean
      "a portion of the New Capital Contribution in the amount of
      either (i) $1,500,000, or (ii) $200,000 to be allocated;

   -- the Debtor states in its solicitation procedures motion that
      the Plan is substantially similar to the version of the plan
      for which confirmation was previously denied;

   -- the Plan was not proposed in good faith as the Debtor's
      selected future claims representative, Mr. Moore, has not
      discharged all of the duties and responsibilities imposed
      upon him by the future claims representative order.

The bankruptcy court will consider confirmation of the Amended
Plan at a hearing on Jan. 15, 2013, at 10 a.m.

                        First Amended Plan

Although the Debtor's initial Plan of Reorganization dated May 29,
2012, was overwhelmingly accepted by holders of claims in each of
the three impaired classes, the Bankruptcy Court denied approval
of the Plan based upon certain of the objections asserted by the
Office of the U.S. Trustee.

The Debtor drafted the current Plan in order to address certain
aspects of the Bankruptcy Court's ruling on the Initial Plan.

According to the Master Disclosure Statement that was approved at
the Dec. 11 hearing, the Amended Plan provides for a consensual
restructuring of the term loan owed to the secured lenders
pursuant to a prepetition Restructuring Lock-Up and Settlement
Letter Agreement approved by order of the Bankruptcy Court.  The
Restructuring Lock-Up and Settlement agreement was entered to
ensure the the support of the secured lenders.

The Plan also provides for Holders of Allowed General Unsecured
Claims (which exclude Home Owners Asserting Construction Defect
Claims and certain other claims) to share pro rata in a $1,500,000
cash pool up to the allowed principal amount of their Claim.
Importantly, the Plan provides that the secured lenders will waive
their General Unsecured Deficiency Claims in Class 3 if and only
if the Holders of General Unsecured Claims vote, as a Class, to
accept the Plan.

Liability for Allowed Class 4 Construction Defect Claims, if any,
will be channeled to the Construction Defect Trust, the corpus of
which will consist primarily of:

   i) cash in the amount of either (x) $1,500,000 (if at least 80%
      in number of the Holders of Construction Defect Claims
      actually vote to accept the Plan), a portion of which will
      initially be used to make any cash out payments, or (y)
      $500,000 (if less than 80% in number of the holders of
      construction defect claims actually vote to accept the Plan
      and the cash out election is therefore not available);

  ii) potential claims against insurance proceeds; and

iii) other causes of action contributed by Debtor and certain of
      its affiliates.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/AMERICAN_WEST_DEVELOPMENT_ds_1amended_b.pdf

                       Plan for Home Owners

According to a separately filed disclosure statement prepared
specifically for persons or entities who assert claims against
American West based on their ownership of a home built by American
West, the two primary grounds upon which the Bankruptcy Court
denied confirmation of the Initial Plan were: (i) inadequate
disclosure of (x) self-insured retention amounts under Debtor's
insurance policies, and (y) the terms of the Construction Defect
Trust; and (ii) injunctions, exculpations and releases of non-
debtor parties contained in Article XII of the initial plan that
the Bankruptcy Court found to be impermissible under current Ninth
Circuit law.

The Debtor drafted the current Plan in order to address these two
primary aspects of the Bankruptcy Court's ruling on the Initial
Plan.  In addition, the Debtor modified the injunction,
exculpation and release provisions contained in Article XII of the
Plan.

The Disclosure Statement provides that the Plan will be funded by
a New Capital Contribution -- a cash infusion of $10,000,000 that
will be made by the DIP Lender or its assignee(s), each of which
is an existing affiliate.  The DIP Lender will receive a 100%
direct ownership interest in Reorganized Debtor in return for the
New Capital Contribution.  The DIP Lender agreed to provide
financing to Debtor in advance of Plan confirmation.  A portion of
the New Capital Contribution will be made via forgiveness of the
financing.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/AMERICAN_WEST_DEVELOPMENT_ds_1amended.pdf

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.


AMES DEPARTMENT: Plan Solicitation Exclusivity Expires Jan. 31
--------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York extended until Jan. 31, 2013, Ames
Department Stores, Inc., et al.'s exclusive period to solicit
acceptances for the proposed Chapter 11 Plan.  Out of an abundance
of caution, the Debtors believe an extension of the solicitation
period is warranted and will avoid motion practice and unnecessary
intrusion on management's time occasioned by a competing plan.

                   About Ames Department Stores

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.

Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001.  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; and Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP.  When the Company filed for
protection from their creditors, they reported $1,901,573,000 in
assets and $1,558,410,000 in liabilities.  The Company closed all
of its 327 department stores in 2002.

Ames and its affiliates filed a consolidated Chapter 11 Plan, and
a related Disclosure Statement explaining the Plan with the Court
on Dec. 6, 2004.  A full-text copy of Ames' Chapter 11 Plan
is available at no charge at:

    http://bankrupt.com/misc/ames_chapter_11_plan.pdf

and a full-text copy of Ames' Disclosure Statement is available
at no charge at:

    http://bankrupt.com/misc/ames'_disclosure_statement.pdf

A hearing to determine the adequacy of the Disclosure Statement
explaining Ames' Plan has not yet been scheduled.


APPLIED DNA: Sells 5,500 Preferred Shares to Crede for $5.5-Mil.
----------------------------------------------------------------
Applied DNA Sciences, Inc., completed the second closing of its
transaction with Crede CG II, Ltd., and sold 5,500 shares of
Series A Convertible Preferred Stock to Crede at a price of $1,000
per share.  The Company received  gross proceeds of $5,500,000.
On Jan. 8, 2012, the Company exercised its option and converted
the Series A Preferred held by Crede into 25,462,963 shares of the
Company's Common Stock, $.001 par value, at a conversion price of
$0.216 per share.

As previously reported, the Company entered into a Securities
Purchase Agreement with Crede dated Nov. 28, 2012, pursuant to
which Crede agreed to purchase the Series A Preferred on the first
business day following the date a registration statement covering
the resale of all shares of Common Stock issuable pursuant to the
Purchase Agreement, including those underlying the Series A
Preferred and Series A, B and C Warrants, is declared effective by
the SEC.  The Company's registration statement on Form S-3 was
declared effective by the SEC on Jan. 4, 2013.

Pursuant to the Purchase Agreement, Crede purchased at the initial
closing held on Nov. 29, 2012, 10,752,688 shares of the Company's
Common Stock at a price of $.0.186 per share, resulting in gross
proceeds to the Company of $2,000,000.  In addition, at the
Initial Closing, Crede was issued (i) five year Series A Warrants
allowing it to initially purchase 10,752,688 shares of Common
Stock at a price of $0.2232 per share, (ii) five year Series B
Warrants allowing it to initially purchase 29,569,892 shares of
Common Stock at a price of $0.2232 which became exercisable at the
Second Closing and (iii) Series C Warrants to initially purchase
26,881,720 shares of Common Stock which will become exercisable
for six months after the eleventh trading day following the Second
Closing.  It is the Company's intention to repurchase the Series C
Warrants for $50,000 at the close of trading on the tenth trading
day following the Second Closing.  Crede may also exchange the
Warrants for Common Stock pursuant to a Black-Scholes formula.
The Series A, B and C Warrants each contain a 9.9%  "blocker" so
that in no event will any of the Warrants be exercisable or
exchangeable into or for Common Stock to the extent that such
exercise or exchange would result in Crede having "beneficial
ownership" (within the meaning of Section 13(d) of the Securities
Exchange Act of 1934, as amended) of more than 9.9% of the
Company's Common Stock.

The Company's issuance of the Series A Preferred is exempt from
registration under the Securities Act of 1933, as amended,
pursuant to the exemption from registration provided by Section
4(2) of the Act and by Rule 506 of Regulation D promulgated under
the Act.  Crede represented that it is an "accredited investor" as
that term is defined in Rule 501 of Regulation D.

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.  The Company's shares of common
stock are quoted on the OTC Bulletin Board under the symbol
"APDN."

RBSM LLP, in New York, noted in its report on Applied DNA's fiscal
2011 financial results that the Company has suffered recurring
losses and does not have significant cash or other material
assets, nor does it have an established source of revenues
sufficient to cover its operations, which raises substantial doubt
about its ability to continue as a going concern.

The Company reported a net loss of $10.51 million for the fiscal
year ended Sept. 30, 2011, compared with a net loss of $7.91
million during the prior year.

The Company's balance sheet at June 30, 2012, showed $1.97 million
in total assets, $653,910 in total liabilities, all current, and
$1.31 million in total stockholders' equity.


ARCAPITA BANK: Sale of Assisted Living to Sunrise Approved
----------------------------------------------------------
Arcapita Bank B.S.C.(c), et al., sought and obtained approval from
the U.S. Bankruptcy Court for the Southern District of New York to
take such actions and provide such consents as are necessary to
authorize, approve and facilitate the sale by their indirect non-
debtor subsidiary, Assisted Living First Euro Investments Ltd., of
all of Assisted Living Investments' interest (approximately 80%)
in (i) Sunrise First Euro Properties, LP, and (ii) Sunrise First
Euro Properties GP Limited to purchaser HCN UK Investments Limited
for the purchase price of GBP65,000,000.

Sunrise is the indirect owner of the assisted living facilities
known as Sunrise at Frognal House, Sunrise of Virginia Water,
Sunrise of Elstree, Sunrise of Banstead, and Sunrise of Purley all
located in the United Kingdom.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita that
previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage I,
L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas
Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.


ARCAPITA BANK: $150-Mil. Murabaha DIP Facility Approved
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Arcapita Bank B.S.C.(c), et al., obtained final
approval last month to to obtain a senior secured superpriority
debtor-in-possession multiple-draw term Murabaha facility, in an
aggregate principal amount up to $150,000,000 from a Fortress
Credit Corp. entity known as CF ARC LLC.

A Murabaha is a "cost-plus financing" trading arrangement whereby
a party that requires cash (the "borrower"), arranges for another
party (the "lender"), often a financial institution, to purchase
certain commodities and then sell such commodities to the
"borrower" for a higher price -- effectively cost price plus a
mark-up, to give a return on investment.  The price payable by the
"borrower" is deferred creating a debt obligation.  Murabahas are
a common structure in Islamic financing.

The loan will comply with Islamic Shariah financing regulations.
Originally, Arcapita intended to nail down financing from Silver
Point Finance LLC, until Fortress proffered a more attractive
loan.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita that
previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage I,
L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas
Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.


ARCAPITA BANK: Jan. 16 Hearing on More Plan Exclusivity
-------------------------------------------------------
The bankruptcy judge will convene a hearing on Jan. 16 to consider
Arcapita Bank B.S.C.(c), et al.'s request for an extension of
their exclusive periods to propose a plan.  Objections are due
Jan. 15.

The Debtors say they have made substantial progress towards
developing a strategy for a success exit from Chapter 11.

In October, the Debtors obtained a second exclusivity period
extension, which extended until Dec. 15, 2012, of the exclusive
period to propose a plan and until Feb. 12, 2013, the period to
solicit acceptances of the Plan.  In the second exclusivity
motion, the Debtors agreed that they would not seek further
extensions.

Since obtaining a second extension, the Committee, and the Joint
Provisional Liquidators of AIHL have diligently worked to develop
a plan of reorganization that incorporates input from the
Committee and the JPLs, and various other constituencies,
regarding resolution of certain inter-creditor and inter-estate
issues.  Throughout the process of evaluating various options for
reorganization, the Debtors, the Committee, and the JPLs have
engaged in an ongoing analysis of how to allocate the assets
between the creditors of Arcapita Bank and the creditors of AIHL.
Indeed, the Debtors, the Committee, and the JPLshave worked
jointly in an attempt to develop a value allocation model that is
reasonably acceptable to both groups of creditors.

As a result of these efforts, and although some issues remained
unresolved, the  Debtors were ready and willing to file a plan by
the December 15, 2012 deadline.  However, the Debtors and the
Committee agreed that the Debtors should refrain from filing a
plan for a limited period of time to allow the continuation of
further discussions among the Debtors, the Committee, and the
other constituencies.

To facilitate additional discussions with the Committee and other
constituencies, the Committee and the Debtors, with the support of
the JPLs and no opposition from the Ad Hoc group, the Debtors
sought and obtained a third exclusivity extension (nine days), a
fourth exclusivity extension (two weeks), and a fifth extension
(two weeks, plan filing period expiring Jan. 14, 2013).

To increase the likelihood that the Debtors will be able to file a
consensual plan of reorganization, with the support of the
Committee, the Debtors now want the the Court to (i) further
extend the Exclusive Filing Period through and including January
28, 2013, and (ii) further extend the Exclusive Solicitation
Period through and including March 28, 2013.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita that
previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage I,
L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas
Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.


ARKANOVA ENERGY: Reports $3.8-Mil. Net Income in Fiscal 2012
------------------------------------------------------------
Arkanova Energy Corporation filed on Dec. 31, 2012, its annual
report on Form 10-K for the fiscal year ended Sept. 30, 2012.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Arkanova Energy's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
cumulative losses since inception and has negative working
capital.

The Company reported net income of $3.8 million in fiscal 2012,
compared to a net loss of $2.1 million in fiscal 2011.  During the
year ended Sept. 30, 2012, the Company generated $899,052 in oil
and gas sales as compared to $1.3 million in oil and gas sales
during the year ended Sept. 30, 2011.  According to the 10-K
filing, the reason for the decrease in sales is because of the 10%
working interest sale to Aton Select Fund on Oct. 1, 2011.

Gain on settlement of debt increased to $5.6 million for the year
ended Sept. 30, 2012, compared to $nil for the year ended
Sept. 30, 2011, due to the partial settlement of debt by
transferring oil and gas properties.

The Company's balance sheet at Sept. 30, 2012, showed $2.4 million
in total assets, $9.2 million in total liabilities, and a
stockholders' deficit of $6.8 million.

A copy of the Form 10-K is available at http://is.gd/5to5ck

Austin, Tex.-based Arkanova Energy Corporation is a junior
producing oil and gas company and is also engaged in the
acquisition, exploration and development of prospective oil and
gas properties.  It holds mineral leases in Delores County, Lone
Mesa State Park, Colorado and leasehold interests located in
Pondera and Glacier Counties, Montana.


AS SEEN ON TV: Receives $7.3 Million From Units Offering
--------------------------------------------------------
As Seen On TV, Inc., previously entered into and consummated a
Securities Purchase Agreement with certain accredited investors
for the private sale of units at $50,050 per Unit, each Unit
consisting of (i) 71,500 shares of common stock, par value $0.0001
per share and (ii) warrants to purchase 35,750 shares of common
stock at an initial exercise price of $0.80 per share.
Accordingly, for each $0.70 invested, investors received one share
of Common Stock and one-half of a Warrant.

On Dec. 28, 2012, the Company completed the offering, selling a
total of 145.6 Units and receiving aggregate gross proceeds of
$7,287,199.  The Company issued an aggregate of 10,410,285 shares
of common stock and Warrants to purchase 5,205,143 shares of
common stock to the investors pursuant to the Securities Purchase
Agreement.

The Company engaged National Securities Corporation, a registered
broker dealer to serve as placement agent and the Placement Agent
received (a) selling commissions aggregating 10% of the gross
proceeds of the Offering, (b) a non-accountable expense allowance
of 1% of the gross proceeds of the Offering to defray offering
expenses, (c) five-year warrants to purchase those number of
shares of common stock as is equal to 10% of the shares of Common
Stock (i) included as part of the Units sold in this Offering at
an exercise price equal to $0.70 per share, and (ii) issuable upon
exercise of the Warrants sold in the November 2012 Offering at an
exercise price equal to $0.80 per share, and (d) 100,000
restricted shares of common stock.

Effective on the Initial Closing Date, Kevin Harrington, the
Company's Chairman, and Steve Rogai, the Company's Chief Executive
Officer, each executed a lock up agreement which provides that,
subject to limited exceptions for Mr. Rogai, the officer will not
to sell, assign, transfer or otherwise dispose of their shares of
common stock or other securities of the Company for a period
ending on such date that the November 2012 Offering subscribers
have the ability to sell or transfer the Common Stock pursuant to
Rule 144 or through an effective registration statement.
Following this initial lock-up period, Kevin Harrington has agreed
to an additional 12-month leak-out period for his shares, during
which he may not sell more than $25,000 worth shares of common
stock per month for an aggregate $300,000.

The Company received net proceeds of approximately $6,385,000
after payment of commissions and expense allowance to the
Placement Agent and other offering and related costs in connection
with the November 2012 Offering.  The net proceeds from the
Securities Purchase Agreement will be used to purchase product
inventory, sales initiatives and general working capital.  In
addition, the Company has advanced $1,500,000 to eDiets.com, Inc.,
from the net proceeds of the Units sold.  The Company has advanced
eDiets.com, Inc., an aggregate of $2,000,000 under unsecured 12%
promissory notes payable on or before the earlier of 10 business
days following the earlier of (i) the closing date of the merger
agreement between the Company and eDiets.com, Inc., (ii) March 31,
2013, or (iii) an event of default under the terms of the notes.

Following the closing of the Securities Purchase Agreement the
Company had issued and outstanding approximately 50,996,453 shares
of Common Stock.

A copy of the Securities Purchase Agreement is available at:

                        http://is.gd/ywJlOM

A copy of the Form 8-K is available at http://is.gd/D6S3xi

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

The Company reported a net loss of $8.07 million for the year
ended March 31, 2012, compared with a net loss of $6.97 million
during the prior fiscal year.

The Company's balance sheet at Sept. 30, 2012, showed
$9.74 million in total assets, $23.42 million in total liabilities
and a $13.68 million total stockholders' deficiency.

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.


ATI HOLDINGS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default ratings to ATI Holdings, Inc. At the same
time, Moody's assigned a Ba3 rating to ATI's proposed $335 million
senior secured credit facilities, comprised of a $50 million
revolver and $285 million first lien term loan. The funding also
includes $160 million of senior subordinated notes (unrated)
issuance. Proceeds will be used to fund the acquisition of ATI by
financial sponsor KRG Capital Partners. The outlook is stable

The following ratings and LGD assessment have been assigned:

ATI Holdings, Inc.

  Corporate Family rating at B2;

  Probability of Default Rating at B2;

  $50 million revolving credit facility expiring in 2019 at Ba3
  (LGD 3, 31%);

  $285 million first lien term loan due in 2020 at Ba3 (LGD 3,
  31%);

The outlook is stable.

Ratings Rationale

The B2 Corporate Family Rating reflects ATI's high debt leverage
following its leveraged buyout, its small scale with revenues
under $250 million and significant geographic concentration in two
regions. Furthermore, we are concerned that relatively low
barriers to entry could create longer-term risk. The rating also
reflects Moody's belief that the company will continue to pursue
an aggressive growth strategy, including acquisitions, which will
limit debt repayment.

Alternatively, the rating is supported by ATI's demonstrated track
record of solid revenue and EBITDA growth over the last several
years, even through the economic recession and despite its focus
on worker's compensation cases (i.e. exposure to construction and
manufacturing industries). The rating is also supported by its
solid position within a highly fragmented market and Moody's
expectations of strong EBITDA margins over the next 12-18 months.

The stable outlook reflects Moody's expectation that the company
should continue to see positive operating results characterized by
strong margins and steady cash flow. While Moody's believes that
cash flow will likely be used for additional growth, instead of
debt repayment, Moody's still expects the company to delever to
about 5.5 times by the end of fiscal 2013, primarily by EBITDA
growth.

Although, not likely in the near-term, an upgrade is possible
should the company reduce and sustain adjusted leverage below 5.0
times and significantly increase its scale. Additionally, Moody's
would expect to see a continuation of strong cash flow metrics
with free cash flow coverage around 8%.

The ratings could be downgraded if the company increases leverage
on a sustained basis above 7 times, either for acquisitions or
shareholder initiatives or if free cash flow to debt were to
become negative.

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

ATI Holdings, Inc. headquartered in Bolingbrook, IL, is an
outpatient physical therapy and rehabilitation provider. The
company operates 200 clinics throughout Delaware, Illinois,
Indiana, Maryland, Ohio, Pennsylvania and Wisconsin. ATI was
acquired by KRG Capital Partners, on December 21, 2012.


ATLAS ENERGY: Moody's Assigns 'B2' CFR; Rates Sr. Notes 'Caa1'
--------------------------------------------------------------
Moody's Investors Service assigned Atlas Energy Holdings Operating
Company, LLC (Atlas Energy) a B2 Corporate Family Rating (CFR) and
a Caa1 rating to the proposed offering of $250 million of senior
notes due 2021, which are being co-issued by Atlas Resource
Finance Corporation. The proposed notes are guaranteed by Atlas
Resource Partners, L.P. (ARP). Moody's also assigned a SGL-3
Speculative Grade Liquidity rating to Atlas Energy. The proceeds
from the proposed notes offering will be used to repay all
borrowings under ARP's second lien term loan facility and a
portion of borrowings under ARP's revolving credit facility. This
is the first time that Moody's has rated Atlas Energy. The rating
outlook is stable.

Rating Assignments:

    $250 Million Senior Unsecured Notes due in 2021, Rated Caa1
    (LGD 5, 81%)

    Corporate Family Rating of B2

    Probability of Default Rating of B2

    Speculative Grade Liquidity rating of SGL-3

Ratings Rationale

"Atlas Energy benefits from good basin diversity and enhanced
returns on its invested capital from its partnership business,"
commented Gretchen French, Moody's Vice President. "However,
despite a reasonable leverage profile for the rating, the company
has had a significant level of acquisition activity since its
formation in late 2011, providing only limited historical
operating performance with its current asset base."

Atlas Energy's B2 Corporate Family Rating reflects its long-lived
reserve base, its large and diverse drilling inventory, the
benefits of its partnership management business and a conservative
financial leverage profile relative to peers. However, the B2 CFR
is restrained by the company's natural gas weighted production
base, which has constrained cash margins. The CFR also reflects
the company's limited track record with its current asset base due
to an aggressive acquisition-led growth strategy since formation.
In addition, the rating its restrained by the risks inherent in
its high payout MLP corporate finance model, but recognizes
management's high proportion of equity financing for reasonably
priced acquisitions and active hedging program.

The Caa1 ratings on the proposed $250 million of senior notes due
2021 reflect both the overall probability of default of Atlas
Energy, to which Moody's assigns a PDR of B2, and a loss given
default of LGD 5 (81%). The senior notes are guaranteed by
essentially all material domestic subsidiaries as well as the
issuer's direct parent on a senior unsecured basis and are
accordingly subordinated to the senior secured credit facility's
potential priority claim to the company's assets. The size of the
potential senior secured claims relative to the unsecured notes
outstanding results in the senior notes being notched two ratings
below the B2 CFR under Moody's Loss Given Default Methodology.

Atlas Energy's SGL-3 Speculative Grade Liquidity rating reflects
adequate liquidity through 2013, driven by its high dividend
payout, aggressive pace of acquisitions, and the need to
frequently access the capital markets to finance growth. We view
ARP's partnership management business as an enhancement to
liquidity, providing monthly fees to manage wells and providing up
front funding for its PUD drilling program. Atlas Energy's
liquidity profile also benefits from the flexibility in its
capital program and its active hedging program. Atlas has a $1
billion revolving credit facility, with a pro forma $373 million
borrowing base, due March 2016. The credit revolving facility is
secured by mortgages on its oil and gas properties and security
interests in substantially all of its assets. Moody's estimates
around $300 million of availability under the revolver pro-forma
for the notes issuance. Moody's expects that ARP will remain
within its covenant compliance metrics which includes Debt/EBITDA
of less than 4.25x (stepping down to 4.0x starting in the third
quarter of 2013). Alternative liquidity is limited, given that
substantially all of the company's oil and gas assets are pledged
as security under its revolver.

The outlook is stable based on Moody's expectation that Atlas
Energy maintains an adequate liquidity profile and continues to
finance acquisitions with a meaningful equity component. Moody's
could upgrade the ratings if the company is able to demonstrate a
track record of improved cash margins that support a leveraged
full-cycle ratio above 2.0x while growing its production base and
maintaining a conservatively leveraged financial profile
(debt/production less than $30,000 boe/d). Moody's could downgrade
the ratings if leverage increased (debt/production above $40,000
boe/d) or if distribution coverage weakened below 1.1x for a
sustained period.

The principal methodology used in rating Atlas Resource Partners
was the Global Independent Exploration and Production Industry
Methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Atlas Energy Holdings Operating Company, LLC is a wholly-owned
subsidiary of Atlas Resource Partners, L.P., which is
headquartered in Pittsburgh, Pennsylvania.


ATLAS RESOURCE: S&P Assigns 'B' CCR, Rates New $250MM Notes 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Philadelphia, Pa.-based Atlas Resource
Partners L.P.  The outlook is stable.

"At the same time, we assigned our 'B-' issue rating (one notch
lower than the corporate credit rating) to Atlas Resource Finance
Corp. and Atlas Energy Holdings Operating Co. LLC's proposed
$250 million senior unsecured notes due 2021.  We also assigned a
'5' recovery rating to the notes, indicating our expectation of
modest (10% to 30%) recovery in the event of a payment default.
The two companies are subsidiaries of Atlas, and the company will
use proceeds from the transaction to fund repayment of existing
debts and for general corporate purposes," S&P said.

(For the full recovery analysis, please see the recovery report on
Atlas to be published on RatingsDirect following the release of
this report.)

"The ratings on Atlas reflect its small, predominantly natural gas
reserve and production base, sizable distributions to unit-holders
under its structure as a master limited partnership and limited
reserve replacement history," said Standard & Poor's credit
analyst Ben Tsocanos.  "The ratings also reflect the volatility
and capital intensive nature of the oil and gas industry."  These
weaknesses are adequately offset at the rating level by moderate
debt leverage, relatively low operating risk related to multiple
onshore U.S. basins, and a willingness to use equity to fund
acquisitions. Standard & Poor's characterizes Atlas' business risk
profile as "vulnerable", its financial risk profile as
"aggressive" and its liquidity as "adequate".

The stable outlook reflects S&P's expectation that Atlas' leverage
will remain moderate, providing a mitigant to the risks that are
associated with the E&P MLP structure and its high weighting to
natural gas.  "We would consider a downgrade if Atlas faces
constrained liquidity, or if debt to EBITDA increases to 4.75x.
We would consider an upgrade if Atlas is able to substantially
increase reserves and production while maintaining leverage at or
below 3x, manage capital spending closer to its operating cash
flows, and maintain adequate liquidity," S&P noted.


AXION INTERNATIONAL: Allen Kronstadt Holds 33.1% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Allen Kronstadt disclosed that, as of
Jan. 4, 2013, he beneficially owns 13,756,053 shares of common
stock of Axion International Holdings, Inc., representing 33.1% of
the shares outstanding.  Mr. Kronstadt previously reported
beneficial ownership of 11,109,283 common shares or a 30.5% equity
stake as of Sept. 28, 2012.  A copy of the amended filing is
available for free at http://is.gd/vm4Twe

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$6.97 million in total assets, $8.10 million in total liabilities,
$5.86 million in 10% convertible preferred stock, and a
$6.99 million total stockholders' deficit.


AXION INTERNATIONAL: Issues $500,000 Conv. Note to A. Kronstadt
---------------------------------------------------------------
Pursuant to the Note Purchase Agreement dated Aug. 24, 2012, among
Axion International Holdings, Inc., and MLTM Lending, LLC, Samuel
Rose, Allen Kronstadt and the other investors, the Company issued
and sold to Kronstadt one of the Company's 8.0% convertible
promissory notes in the principal amount of $500,000 which is
initially convertible into shares of the Company's common stock,
no par value, at a conversion price equal to $0.40 per share of
Common Stock, subject to adjustment as provided on the terms of
the Note, and an associated warrant to purchase 1,250,000 shares
of Common Stock, subject to adjustment as provided on the terms of
the Warrant.  In consideration for the issuance of the Note and
the Warrant, Kronstadt paid the Company cash in the aggregate
amount of $500,000.

The Note and the Warrant were offered and sold to Kronstadt in a
private placement transaction made in reliance upon exemptions
from registration pursuant to Section 4(2) under the Securities
Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder. Kronstadt is an accredited investor as defined in Rule
501 of Regulation D promulgated under the Securities Act.

The Note, including all outstanding principal and accrued and
unpaid interest, is due and payable on the earlier of Jan. 4,
2018, or upon the occurrence of an Event of Default.  The Company
may prepay the Note, in whole or in part, upon 60 calendar days
prior written notice to the holder thereof.  Interest accrues on
the Note at a rate of 8.0% per annum, payable during the first
three years that the Note is outstanding in shares of Common
Stock, valued at the weighted average price of a share of Common
Stock for the 20 consecutive trading days prior to the interest
payment date, pursuant to the terms of the Note.  During the
fourth and fifth years that the Note is outstanding, interest that
accrues under the Note will be payable in cash.

The Warrant is exercisable at an exercise price of $0.60 per share
of Common Stock, subject to adjustment as provided for by the
terms thereof, for a period commencing on the date of issuance and
ending on the earlier to occur of the date that is (i) three years
after the date upon which the weighted average price of a share of
Common Stock for the 90 consecutive trading days prior to that
date is at least $2.00 per share, and (ii) five years after the
date on which the Note has been repaid in full.

                      About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$6.97 million in total assets, $8.10 million in total liabilities,
$5.86 million in 10% convertible preferred stock, and a
$6.99 million total stockholders' deficit.


AVANTAIR INC: Gilder Gagnon Hikes Lowers Equity Stake to 4.9%
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Gilder, Gagnon, Howe & Co. LLC, disclosed
that, as of Dec. 31, 2012, it beneficially owns 1,413,207 shares
of common stock of Avantair, Inc., representing 4.92% of the
shares outstanding.  Gilder Gagnon previously reported beneficial
ownership of 3,896,896 common shares or a 14.7% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                        http://is.gd/fyy885

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Sept. 30, 2012, showed
$84.22 million in total assets, $122.83 million in total
liabilities, $14.82 million in series A convertible preferred
stock, and a $53.43 million total stockholders' deficit.


B & B REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: B & B Real Estate Holdings
        aka B & B Rentals, Inc.
        367 W. Penn Avenue, P.O. Box 115
        Wernersville, PA 19565

Bankruptcy Case No.: 13-10242

Chapter 11 Petition Date: January 10, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Reading)

Judge: Richard E. Fehling

Debtor's Counsel: Dexter K. Case, Esq.
                  CASE, DIGIAMBERARDINO & LUTZ, P.C.
                  845 North Park Road, Suite 101
                  Wyomissing, PA 19610
                  Tel: (610) 372-9900
                  Fax: (610) 372-5469
                  E-mail: dkc@cdllawoffice.com

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

Scheduled Liabilities: $1,000,001 to $10,000,000

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
B & B Rentals, Inc.                   13-10239            01/10/13
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Christopher Boylan, president of B &
B Rentals, Inc., general partner.

A. A copy of B & B Real Estate's list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/paeb13-10242.pdf

A copy of B & B Rentals' list of its 20 largest unsecured B.
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/paeb13-10239.pdf


B&T OLSON: Granted Access to Opus Cash Collateral
-------------------------------------------------
The Hon. Karen A. Overstreet of the U.S. Bankruptcy Court for the
Western District of Washington entered interim orders that allowed
B & T Olson Family LLC's continued use of Opus Bank's cash
collateral pursuant to a budget.

The agreed fourth interim order signed by the bankruptcy provided
for the use of cash from July to December 2012.  A copy of the
budget is available for free at
http://bankrupt.com/misc/B&TOLSON_cashcoll_budget.pdf

The Debtor may use lease income from its various commercial
properties that are encumbered by asserted liens in favor of the
Bank to fund the costs and expenses of the operations of the
properties, and granting adequate protection in favor of the Bank.


The Debtor owns certain commercial real property in Snohomish
County, Washington, commonly known as the Team Fitness Building.
In connection with a loan to the Debtor that was originated prior
to the Petition Date, the Bank contends that it holds a first-
position deed of trust encumbering the Property.  The Bank has
filed a proof of claim asserting a total outstanding balance on
its loans of approximately $1,172,980 as of the Petition Date.

                      About B&T Olson Family

Based in Snohomish, Washington, B&T Olson Family LLC owns certain
commercial real properties in Snohomish and Island County,
Washington, commonly known as the Resilience Fitness Building, the
Team Fitness Building, the Downtown/Port Susan Building, and
Camano Commons Building G.

The Company filed for Chapter 11 protection (Bankr. W.D. Wash.
Case No. 12-14352) on April 26, 2012, in Seattle on April 26,
2012.  B&T Olson disclosed $18.3 million in assets and $17.5
million in assets in its schedules.  The Debtor owns six
properties in Lake Stevens, Stanwood, and Camano Island,
Washington.  Four properties worth $16 million secure $12 million
of debt to Opus Bank.  Brett T.  Olson and Christina L. Olson own
the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
in Seattle, Wash., serve as the Debtor's counsel.

Joseph A.G. Sakay, Esq., and Eric D. Lansverk, Esq., at Hillis
Clark Martin & Peterson P.S., in Seattle, Washington, represent
Opus Bank as counsel.  Michael C. Oiffer, at KeyBank Law Group, in
Tacoma, Washington, represents KeyBank National Association as
counsel.


BANK OF NEVADA: Moody's Affirms 'Ba1' Deposit Rating
----------------------------------------------------
Moody's Investors Service affirmed the ratings of Bank of Nevada,
a bank subsidiary of Western Alliance Bancorporation (senior Ba3).
Bank of Nevada is rated Ba1 and Not Prime for long-term and short-
term deposits, respectively, and Ba2 for other senior obligations
and issuer ratings. Its standalone bank financial strength rating
(BFSR)/baseline credit assessment (BCA) is D+/ba1. The rating
outlook is stable.

Ratings Rationale

The ratings on Western Alliance reflect the narrow franchise which
is focused on commercial real estate (CRE), its high reliance on
net interest income, and significant loan growth. These elements
offset the improved profitability metrics and core deposit
funding.

Western Alliance has always been focused on CRE, which comprises
approximately one-third of its loans as of September 30, 2012. CRE
equals 3.3 times its tangible common equity (TCE, as defined by
Moody's, including hybrid equity credit). As a percentage of TCE,
the concentration is substantially reduced from its peak as a
result of a higher equity base and a decline in construction
loans. However, CRE remains a concentration risk and is a growth
engine for Western Alliance. Another challenge is its sizeable
growth in other non-real estate commercial loans. Moody's added
that upward rating pressure is also constrained by its elevated
nonperforming assets, which equaled 46% of TCE and reserves as of
September 30, 2012.

Moody's stated that Western Alliance's profitability has improved
as a result of loan growth and lower credit costs to levels
consistent with some higher rated peers. However, net interest
income comprised over 90% of its net revenue for the first nine
months of 2012, whereas most peers have a more diverse revenue
mix.

The last rating action on Western Alliance Bancorporation was on
August 20, 2010 when a rating was assigned to its senior note
issuance.

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.

Western Alliance Bancorporation headquartered in Phoenix, Arizona
reported total assets of $7.4 billion as of September 30, 2012.


BOMBARDIER INC: Fitch Affirms 'BB' IDR on New Debt Issuance
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) and
long-term ratings for Bombardier Inc. at 'BB', including the 'BB'
rating previously assigned to BBD's proposed issuance of senior
unsecured notes which are being offered under Rule 144A. BBD
increased the amount of the proposed notes to approximately $2
billion from $1 billion. The Rating Outlook is Stable.

The new debt will include $750 million of 4.25% three-year notes
due 2016 and $1.25 billion of 6.125% 10-year notes due 2023.
Proceeds will be used for general corporate purposes and will
support BBD's liquidity during a period of high development
spending on new aircraft programs including the CSeries. Fitch
expects the increase in the amount of the new debt will be used to
support higher cash balances, and believes BBD's cash requirements
for capital expenditures and other uses have not increased since
the ratings were downgraded one notch in November 2012.

Fitch estimates pro forma debt/EBITDA, including the new debt,
would be approximately 6.0 times (x) at Sept. 30, 2012 compared to
4.4x as reported and 3.3x at the end of 2011. The increase in
leverage since the end of 2011 also reflects $500 million of new
debt issued in the first quarter of 2012 and weaker earnings
during the year. Credit metrics may not improve significantly
until the regional aircraft and business jet markets recover and
BA gets beyond its peak program expenditures.

BBD's ratings incorporate the company's operating performance and
negative free cash flow (FCF) that have been weaker than
anticipated due to a slow recovery in Bombardier Aerospace's (BA)
regional aircraft and light business jet markets and execution
challenges at Bombardier Transportation (BT). The biggest driver
of negative FCF is high capital spending for development programs
at BA, which will continue through 2013 before starting to
decline. Fitch anticipates consolidated FCF could potentially be
negative into 2013 as capital spending at BA more than offsets FCF
at BT. FCF at BT could return to a positive level on an annual
basis in 2013.

Large capital expenditures are centered on the CSeries, but Fitch
does not consider the negative impact on FCF at this point in the
development cycle to be unusual. In the fourth quarter of 2012,
BBD announced a six-month delay to the scheduled first flight of
the CS100 which now is scheduled to occur by the end of June 2013,
with entry into service one year later. Entry into service by the
end of 2014 for the CS300 is unaffected. The change does not
increase project costs, but BBD may incur some penalties, and the
delay slightly extends the negative cash cycle.

At BA, negative FCF includes the impact of a low level of customer
advances. Although BA's backlog is at a solid level, many of the
orders are for CSeries aircraft or fleet business jets which will
be delivered over several years. Capital expenditures at BA
totaled $1.3 billion in calendar 2011 and could be near $2 billion
in 2012 and 2013. BA cut regional jet (RJ) production in early
2012 due to low industry demand.

Demand for regional aircraft reflects a lack of confidence at
major airlines about supporting regional air service, concerns
about turmoil in Europe, high fuel prices, and airline industry
capacity. However, orders increased during 2012 for commercial
aircraft as well as business jets. In 2012, BA delivered 50
commercial aircraft, down from 78 aircraft in fiscal 2011 which
included 11 months. Net orders improved to 138 aircraft in 2012
from 54 in the previous year. Demand for large business jets,
where BA has its largest presence, is stronger than the light jet
market but remains well below peak levels. In 2012, business jet
deliveries were up slightly at 179 units compared to 163 units in
the 11-month period of fiscal 2011. BA received net orders for 343
business jets in 2012 compared to 191 jets in fiscal 2011.

At BT, increasing complexity on many projects has contributed to
delays in project completion, slower collections, higher
inventory, lower margins and negative FCF. Cash flow has begun to
improve and should be positive in the fourth quarter of 2012.
These challenges are being gradually addressed but remain a risk.
BT announced it would recognize a restructuring charge of up to
$150 million in the fourth quarter of 2012 directed toward cutting
costs through layoffs and a plant closure. A large portion of the
charge represents cash costs that are expected to occur over 12-18
months. Government spending on rail transportation is under some
pressure, but BT's order and backlog remain at solid levels.

BT operates in more stable markets than BA. While not currently
anticipated, BT's profile could weaken if funding becomes more
difficult for government customers, or if rail equipment providers
such as BT are required to participate in risk-sharing agreements.

Rating concerns include the slow recovery in demand for regional
aircraft, execution risks at BT, contingent liabilities related to
aircraft sales and financing, foreign currency risk, and large
pension liabilities. BA's contingent liabilities have been
generally stable or slightly lower, except trade-in commitments
for used aircraft. These commitments have increased due to the
growth in orders for larger business jets. Pension contributions
represent a material use of cash. BBD contributed $373 million to
its plans in 2011, not including defined contribution plans, and
expected to contribute $394 million in 2012. Net pension
obligations totaled $2.8 billion at the end of 2011, including
$569 million of unfunded plans.

Rating concerns are mitigated by BBD's diversification and strong
market positions in the aerospace and transportation businesses
and BA's portfolio of commercial aircraft and large business jets,
which the company has continued to refresh and should position it
to remain competitive when the market recovers.

BA's largest and most important development program is the
Cseries, which targets the 100-149 seat segment. BA's ability to
recoup its investment and establish a competitive position in the
segment will require effective execution, performance of new
technologies, and sufficient orders. There are currently 148 firm
orders for the CSeries; this is well below BBD's target of 300
orders and 30 customers by the time the CSeries enters service.
The level of new orders during the next 12-18 months will be
important for the success of the aircraft and BBD's ability to
develop a viable market for the aircraft. Other development
programs include the Learjet 85 and Global 7000 and 8000 aircraft
scheduled for entry into service in 2013 and 2016-2017,
respectively.

BBD's liquidity at Sept. 30, 2012 included approximately $2.1
billion of cash and availability under a three-year $750 million
bank revolver that matures in 2015. In addition, BT has a EUR500
million revolver that also matures in 2015. Both facilities have
been unused. BA and BT also have LC facilities. In addition to the
two committed facilities, BBD uses other facilities including a
performance security guarantee (PSG) facility that is renewed
annually as well as bilateral agreements and bilateral facilities
with insurance companies. BA uses committed sale and leaseback
facilities ($215 million outstanding at Sept. 30, 2012) to help
finance its trade-in inventory of used business aircraft. In
addition, BT uses off-balance-sheet, non-recourse factoring
facilities in Europe under which $1,049 million was outstanding.

The bank facilities contain various leverage and liquidity
requirements for both BA and BT which remained in compliance at
Sept. 30, 2012. Minimum required liquidity at the end of each
quarter is $500 million at BA and EUR600 million at BT. BBD does
not disclose required levels for other covenants. In November
2012, BBD amended the $1,350 million facility, including the $750
million revolver and a $600 million LC facility, to provide
greater near-term flexibility under the leverage covenant. The
amendment mitigates potential concerns about covenant compliance
if BBD's results or liquidity weaken further.

Liquidity is offset by current debt maturities that totaled $46
million at Sept. 30, 2012. Annual maturities are limited to less
than $200 million until November 2016 when EUR785 million of 7.25%
notes come due. In addition to debt maturities, BBD had $520
million of other current financial liabilities including
refundable government advances, sale and leaseback obligations,
lease subsidies and other items.

WHAT COULD TRIGGER A RATING ACTION

Positive: A positive rating action is unlikely until FCF
stabilizes, but future developments that may, individually or
collectively, lead to higher ratings include:

-- Orders and deliveries improve at BA;
-- The CSeries program is executed successfully;
-- BT resolves its operating challenges as expected;
-- FCF improves materially as development spending for aerospace
    programs begins to wind down.

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

-- The CSeries encounters material delays or increased costs;
-- Commercial and business jet markets experience an extended
    period of weak demand;
-- FCF fails to improve at BT.
-- An increase in expected cash requirements. An increase in
    cash requirements could be indicated if BBD does not maintain
    proceeds from the incremental increase in proposed debt as
    cash balances.

Fitch has affirmed BBD's ratings as described below:

-- IDR at 'BB';
-- Senior unsecured revolving credit facility at 'BB';
-- Senior unsecured debt at 'BB';
-- Preferred stock at 'B+'.

The ratings affect approximately $5.6 billion of debt at Sept. 30,
2012 including sale and leaseback obligations. The amount is
before adjustments for $347 million of preferred stock, which
Fitch gives 50% equity interest, and the exclusion of adjustments
for interest swaps reported in long-term debt as the adjustments
are expected to be reversed over time.


BOMBARDIER INC: S&P Rates $2-Bil. Senior Unsecured Notes 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its debt issue
and recovery ratings to Montreal-based Bombardier Inc.'s
(BB/Stable/--) proposed US$2 billion aggregate amount of senior
unsecured notes.  These obligations comprise two tranches, the
breakdown of the amount in each yet to be determined. S&P rates
the notes 'BB' (the same as the corporate credit rating on
Bombardier), with a recovery rating of '4', which corresponds with
average (30%-50%) recovery in our default scenario.  S&P
notes, however, that following the US$2 billion debt issuance the
recovery on Bombardier's senior unsecured debt falls to the low-
end of the range for the '4' recovery rating.

The new notes will be senior unsecured obligations of Bombardier,
ranking equally with all other unsecured and unsubordinated
indebtedness.

S&P understands that net proceeds will be used for general
corporate purposes.

Although the proposed debt issuance will result in somewhat weaker
debt leverage, with an adjusted gross debt-to-EBITDA ratio
expected to be about 7x at year-end 2013, the company will benefit
from US$2 billion in additional liquidity.  S&P continues to view
Bombardier's current liquidity position, with a US$2.1 billion
cash balance at Sept. 30, 2012, as adequate, and S&P believes the
debt issuance will provide more cushion if capital expenditures
were to increase due to delays in the CSeries programs.

The ratings on Bombardier reflects what S&P views as the company's
satisfactory business risk profile and aggressive financial risk
profile

"Our ratings on Bombardier take into consideration the company's
leading market positions in the transportation and business
aircraft segments, its good cost efficiency, and increasing
product range and diversity," said Standard & Poor's credit
analyst Ronald Charbon.

"These positive factors are partially offset, in our opinion, by
the financing pressure Bombardier's customers face in the
aerospace and transportation divisions, significant execution risk
in the launch of the company's upcoming CSeries jet, increasing
leverage, and weakening cushion under the financial covenants,"
Mr. Charbon added.

Bombardier is engaged in the manufacture of transport solutions
worldwide.  It operates in two distinct industries: aerospace and
rail transportation.  It has 69 production and engineering sites
in 23 countries, and a worldwide network of service centers.

(For more information on Bombardier, see the research report
published Nov. 20, 2012, on RatingsDirect on the Global Credit
Portal.  For the recovery analysis, see the recovery report
published Nov. 20, 2012.)

RATINGS LIST

Bombardier Inc.

Corporate credit rating  BB/Stable/--

Rating Assigned

US$2 billion senior unsecured notes   BB
Recovery rating                       4


BON-TON STORES: Supplements Indentures with BNYM, Wells Fargo
-------------------------------------------------------------
The Bon-Ton Stores, Inc., wholly owned subsidiary The Bon-Ton
Department Stores, Inc., and certain subsidiaries, as guarantors,
entered into each of (1) the Second Supplemental Indenture with
The Bank of New York Mellon, as trustee under the indenture
governing the Issuer's 10 1/4% Senior Notes due 2014 and (2) the
Supplemental Indenture with Wells Fargo Bank, National
Association, as trustee under the indenture governing the Issuer's
10 5/8% Second Lien Senior Secured Notes due 2017.

The Supplemental Indentures amend the Issuer's existing indentures
to clarify that Section 10.05, relating to the release of
guarantors, applies only to subsidiary guarantors.  These
amendments were effected pursuant to a provision in each of the
indentures that permits the Issuers, the Guarantors and the
applicable trustee to amend each of the indentures without notice
to or consent of any noteholder in order to cure any ambiguity,
defect or inconsistency.

Copies of the Supplemental Indentures are available for free at:

                        http://is.gd/DvUaqg
                        http://is.gd/6UQvWj

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 276 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

The Company's balance sheet at Oct. 27, 2012, showed $1.84 billion
in total assets, $1.80 billion in total liabilities, and
$40.30 million in total shareholders' equity.

                           *     *     *

As reported by the TCR on July 13, 2012, Moody's Investors Service
revised The Bon-Ton Stores, Inc.'s Probability of Default Rating
to Caa1/LD from Caa3.  The Caa1/LD rating reflects the company's
exchange of $330 million of new senior secured notes due 2017 for
$330 million of its unsecured notes due 2014.  Moody's also
affirmed the company's Corporate Family Rating at Caa1 and
affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014.

Moody's said the affirmation of the company's 'Caa1' corporate
family rating reflects the company's persistent negative trends in
sales and operating margins and uncertainties that the company's
strategies to reverse these trends will be effective.


BOOMERANG SYSTEMS: Accepts $3MM Convertible Notes Subscriptions
---------------------------------------------------------------
Boomerang Systems, Inc., accepted $3,000,000 in subscriptions to
purchase 6% convertible promissory notes due on Dec. 31, 2017, in
the aggregate principal amount of $3,000,000 and warrants to
600,000 purchase common stock of the Company, par value $0.001 per
share in a private placement for aggregate gross cash proceeds of
$3,000,000.  For each $100,000 invested, a subscriber was issued a
$100,000 principal amount Note and Warrants to purchase 20,000
shares of the Company's common stock.  The Company issued the
Notes and Warrants pursuant to the subscription agreements entered
into with each of the subscribers.

In connection with the Offering, the following officers,
directors, 5% stockholders and affiliates of the Company
participated in the Offering.

Name                          Notes Issued   Warrants Issued
------------------            ------------   ---------------
The Estate of Gene Mulvihill   $1,000,000       200,000
Heather Mulvihill                $100,000        20,000
MRP Holdings LLC                 $100,000        20,000
Albert Behler                    $250,000        50,000
Burton I Koffman                 $195,000        39,000
Alexandria Equities, LLC         $250,000        50,000

The Notes are convertible into common stock at $5.00 per share,
subject to full ratchet adjustment for issuances of common stock
or common stock equivalents below the Conversion Price, subject to
certain exceptions.  Additionally, the Conversion Price may not be
adjusted below $0.25.

Interest accrues on the Notes at 6% per annum.  Interest is
payable quarterly, commencing on March 31, 2013.

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

                        http://is.gd/nYZIqB

                       About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

The Company reported a net loss of $19.10 million for 2011 and a
net loss of $15.78 million during the prior year.

The Company's balance sheet at June 30, 2012, showed $7.77 million
in total assets, $20.58 million in total liabilities and a $12.81
million total stockholders' deficit.

                         Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31 2011, the Company said
its operations may not generate sufficient cash to enable it to
service its debt.  If the Company were to fail to make any
required payment under the notes and agreements governing its
indebtedness or fail to comply with the covenants contained in the
notes and agreements, the Company would be in default.  The
Company's debt holders would have the ability to require that the
Company immediately pay all outstanding indebtedness.  If the debt
holders were to require immediate payment, the Company might not
have sufficient assets to satisfy its obligations under the notes
or the Company's other indebtedness.  In that event, the Company
could be forced to seek protection under bankruptcy laws, which
could have a material adverse effect on its existing contracts and
its ability to procure new contracts as well as its ability to
recruit or retain employees.  Accordingly, a default could have a
significant adverse effect on the market value and marketability
of the Company's common stock.


BROADWAY FINANCIAL: Fails to Comply with $1 Bid Price Rule
----------------------------------------------------------
Broadway Financial Corporation received a written notification
from Nasdaq notifying the Company that it fails to comply with
Nasdaq's Marketplace Rule 5550(a)(2) because the bid price for the
Company's common stock over the last 30 consecutive business days
has closed below the minimum $1.00 per share requirement for
continued listing.  The notification has no immediate effect on
the listing of the Company's common stock.

In accordance with Nasdaq's Marketplace Rule 5810(c)(3)(A), the
Company has a period of 180 calendar days, or until July 2, 2013,
to regain compliance with the Rule.  If at any time before July 2,
2013, the bid price of the Company's common stock closes at or
above $1.00 per share for a minimum of 10 consecutive business
days, Nasdaq will provide written notification that the Company
has achieved compliance with the Rule.

If compliance with the Rule cannot be demonstrated by July 2,
2013, the Company's common stock will be subject to delisting from
The Nasdaq Capital Market.  In the event that the Company receives
notice that its common stock is subject to being delisted from The
Nasdaq Capital Market, the Company may be eligible for additional
time, provided that the Company can meet all other initial listing
requirements for the Nasdaq Capital Market and provides written
notice of its intention to cure the deficiency during the second
compliance period of an additional 180 days, by various plans,
including effecting a reverse stock split, if necessary.

The Company will continue to monitor the bid price for its common
stock and consider various options available to it if its common
stock does not trade at a level that is likely to regain
compliance.

As previously announced, the Company is pursuing a comprehensive
Recapitalization that is intended to reduce approximately $22
million of senior debt, preferred stock and related accumulated
dividends.

                     About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

The Company has a tax sharing liability to the Bank which exceeds
operating cash at the Company level.  The Company used its cash
available at the holding company level to pay a substantial
portion of this liability pursuant to the terms of the Tax
Allocation Agreement between the Bank and the Company on March 30,
2012, and does not have cash available to pay its operating
expenses.  Additionally, the Company is in default under the terms
of a $5 million line of credit with another financial institution
lender.

Crowe Horwath LLP, in Costa Mesa, California, expressed
substantial doubt about the Company's ability to continue as a
going concern following the annual results for the year ended
Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$384.28 million in total assets, $365.24 million in total
liabilities and $19.04 million in total shareholders' equity.

                        Bankruptcy Warning

"There can be no assurance our recapitalization plan will be
achieved on the currently contemplated terms, or at all.  If we
are unable to raise capital, we plan to continue to shrink assets
and implement other strategies to increase earnings.  Failure to
maintain capital sufficient to meet the higher capital
requirements could result in further regulatory action, which
could include the appointment of a conservator or receiver for the
Bank.  The Company or its creditors could also initiate bankruptcy
proceedings," accoring to the Company's quarterly report for the
quarter ended Sept. 30, 2012.


BWAY PARENT: Moody's Affirms 'B2' CFR/PDR; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and probability of default rating of BWAY Parent Company Inc. The
affirmation follows the company's announcement that it intends to
issue an adidtional $261 million of Term Loan B due due 2017 to
help finance the acquisition of Ropak Packaging. Moody's also
downgraded the existing $470 million term loan B due 2017 to B1
from Ba3 and assigned a B1 rating to the add-on $261 million term
loan B due due 2017. Moody's also affirmed the SGL -2 speculative
grade liquidity rating. The ratings outlook remains negative.

On November 30, 2012, BWAY Corporation entered into a stock
purchase agreement with LINPAC Finance Limited and LINPAC Group
Limited providing for the acquisition of certain subsidiaries of
LINPAC that comprise its Ropak Packaging division. The purchase
price is approximately $265 million, subject to customary
adjustments for working capital, cash, indebtedness (including
certain intercompany amounts outstanding between Ropak and LINPAC)
and transaction expenses. Financing for the transaction will
consist of $20 million in proceeds from the ABL Revolver (expected
to be upsized to $200 million from $150 million-not rated by
Moody's) and the $261 million add-on to the existing Senior
Secured Term Loan B (fungible with existing $470 million tranche).
Ropak's revenue for the 12 months ended September 30, 2012 was
approximately $300 million.

Moody's took the following rating actions for BWAY Parent Company
Inc:

Affirmed B2 corporate family rating

Affirmed B2 probability of default rating

Affirmed SGL-2 speculative grade liquidity rating

Affirmed $335M 9.5% Sr. Unsecured P.I.K. Toggle Notes due
11/01/2017, Caa1 (LGD 6-90% from LGD 5-87%)

Moody's took the following rating actions for BWAY Holding
Company, Inc.

Affirmed $205M 10.0% Gtd. Sr. Unsecured Global Notes due
6/15/2018, B3 (LGD 5 -- 73% from LGD 4-63%)

Downgraded $470M Gtd. Sr. Sec. Term Loan B due 8/06/2017 B1 (LGD
3 -- 35%) from Ba3 (LGD 2-28%)

Assigned $261M Gtd. Sr. Sec. Term Loan B Add-On due 8/06/2017 B1
(LGD 3 -- 35%)

The ratings are subject to the receipt and review of the final
documentation. The ratings are also sensitive to any further
changes in the capital structure and the exercise of the PIK
feature on the BWAY Parent Company Inc senior unsecured PIK toggle
notes due 11/01/2017.

Ratings Rationale

BWAY's B2 corporate family rating reflects the high concentration
of sales, cyclical nature of the primary end market and the
comapny's financial aggressiveness. The rating also reflects the
risks inherent in the company's acquisition strategy. The company
derives approximately half of its revenues from housing and
construction related products end markets (including paint and
other building products) and 14% from one customer. Additionally,
the top ten customers account for approximately 37% of revenue.
While most of the targets for the company's acquisitiveness are
smaller, the potential for a larger debt-financed acquisition
exists and integration risk remains. The company has long-term
contracts with customers that contain cost pass-through
provisions, but other costs are excluded and there is the
potential for significant lags. Ropak generates approximately 32%
of its revenue from its top 10 customers and has a similar
contract structure as BWAY's plastic segment. Additionally,
approximately 25% of Ropak's resin pounds shipped do not have any
contractual cost pass-throughs and are subject to market pricing
and competitive forces. The Ropak acquisition increases BWAY's
exposure to the more competitive and fragmented plastic segment to
approximately 50% of pro-forma sales.

The ratings are supported by the company's adavantages in the
housing and construction related products end markets including
dominant share in the US, the limited number of alternate
suppliers with scale and breadth of product line , and barriers to
entry. BWAY also benefits from strong liquidity and long-standing
customer relationships. The ratings are also supported by
anticipated benefits from the integration of and synergies from
recent acquisitions and ongoing cost-cutting. The company has
pledged to direct all free cash flow to debt reduction. Management
has advised that there is less than a 3% customer overlap between
Ropak and BWAY. Pro-forma for the acquisition, BWAY's plastic
segment will generate approximately 35% of sales from food and
consumer products end markets and 48% from industrial end markets
versus 16% and 68% respectively pre-acquisition.

The rating outlook is negative. The negative outlook reflects the
reliance on productivity initiatives and synergies to improve weak
pro-forma credit metrics, recent weakness in BWAY's unit volumes
and increased exposure to the more competitive and fragmented
plastic segment.

The rating could be upgraded if BWAY sustainably improves credit
metrics and maintains strong liquidity within the context of a
stable operating and competitive environment. The company would
also need to adopt a less aggressive financial policies.
Specifically, the ratings could be upgraded, if debt to EBITDA
declines below 5.5 times, free cash flow to debt increase to above
5.5%, the EBITA margin remains above 8.2%, and EBITA to gross
interest improves to 1.6 times or better on a sustained basis.

The rating could be downgraded if the company fails to improve
credit statistics or there is a deterioration in liquidity or the
operating and competitive environment. Continued aggressive
financial policies could also pressure the rating. Specifically,
the rating could be downgraded if the company fails to improve
total debt to EBITDA to below 6.0 times, free cash flow to debt
(adjusted for the PIK interest) remains below the mid-single
digits, the EBITA margin declines below 7.2%, and EBITA to gross
interest remains below 1.3 times.

The principal methodology used in rating BWAY was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


CALCEUS ACQUISITION: Moody's Assigns 'B2' CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Calceus Acquisition, Inc., the entity that will acquire Cole Haan
LLC as well as a B2 rating to the company's proposed $270 million
senior secured term loan due 2020. The rating outlook is stable.

Proceeds from the term loan, as well as drawings under the
company's (unrated) $100 million asset based revolver and equity
from funds affiliated with Apax Partners LLP will be used to fund
the purchase of Cole Haan from NIKE Inc. in a transaction that
values Cole Haan at approximately $570 million.

The following ratings were assigned:

Calceus Acquisition, Inc.:

  Corporate Family Rating at B2

  Probability of Default Rating at B2

  $270 million senior secured term loan due 2020 at B2 (LGD4,
  57%)

Ratings Rationale

Cole Haan's B2 Corporate Family Rating reflects the company's
moderate scale in the footwear and accessories industry, with LTM
revenues around $561 million, and reliance on a single premium
brand. The rating also reflects the company's high initial
leverage with debt/EBITDA expected to be near six times as of the
most recent LTM period. Moody's expects the company will
deleverage, primarily through operating margin expansion as the
company achieves cost savings from initiatives under its new
owners. The rating also considers Cole Haan's unique position as a
dual-gender premium footwear brand, which markets a wide range of
styles. The company also benefits from broad distribution with
meaningful sales to luxury retailers and higher end department
stores (such as Saks, Nordstrom and Macy's), its own retail stores
(including full price and outlet) and a meaningful level of sales
outside the US. The rating also reflects our expectations the
company will maintain a good liquidity profile, with access to a
$100 million asset based revolver that is expected to be primarily
utilized for seasonal working capital needs.

The B2 rating assigned to the senior secured term loan reflects
its second lien on the company's accounts receivable and inventory
(the company's $100 million asset based revolver will have a first
lien on accounts receivable and inventory) and first lien on
substantially all other assets of the company.

The rating outlook is stable. Moody's expects Cole Haan will
successfully manage the transition from its current status as a
subsidiary of Nike to a stand-alone company. At the same time
Moody's expects Cole Haan will be able to substantially achieve
its cost savings goals while maintaining stable to modestly
growing revenues and high gross margins.

In view of the execution risks associated with its migration to a
stand-alone company and high leverage, ratings are unlikely to be
upgraded in the near term. Over time ratings could be upgraded if
the company achieves meaningful operating margin expansion
indicating a successful transition to a stand- alone company,
while also maintaining positive revenue growth. Further
diversification by product category (e.g. -- expanding sales of
accessories and handbags) and distribution (e.g. -- continued
international expansion) would also be a positive. Quantitatively,
ratings could be upgraded if debt/EBITDA was sustained below 5
times while maintaining a good overall liquidity profile.

Ratings could be lowered if the company experienced execution
issues in the transition to a stand-alone company. This would be
evidenced if the company was unable to achieve improvement in
operating margins within 12-18 months following the acquisition.
Ratings could be lowered if recent positive trends in revenues
were to reverse or if the company's good liquidity profile were to
erode. Quantitatively ratings could be lowered if Moody's expected
leverage to remain above 6 times for an extended period.

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

Headquartered in New York, NY, Cole Haan is a designer and
retailer of men's and women's footwear, handbags, and accessories.
LTM November 2012 revenues were approximately $561 million.


CASH STORE: S&P Lowers Issuer Credit Rating to 'B-', Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
issuer credit rating on Edmonton, Alberta-based The Cash Store
Financial Services Inc. (CSF) to 'B-' from 'B'.  S&P also lowered
its ratings on CSF's senior secured notes to 'B-' from 'B'.
The '4' recovery rating on the senior secured notes, indicating
average (30%-50%) recovery of principal if a default occurs, is
unchanged.  The outlook on the ratings is negative.

"The downgrade is based on the company's weaker-than-expected
earnings, slower-than-expected growth, and recent governance and
accounting issues related to the consumer loan portfolio that the
company purchased from third parties during January 2012," said
Standard & Poor's credit analyst Igor Koyfman.  Over the past
year, CSF has been undergoing a number of transformations stemming
from its business model shift from being a broker for payday loans
to funding loans on balance sheet.  During January 2012, the
company raised debt and purchased third-party outstanding
receivables that it previously brokered.  By shifting its business
model, management intends to capture payments that previously went
to third-party lenders.  Earnings, however, have been lower than
S&P anticipated.

"In our view, based on CSF's growth strategy and expense
rationalization measures, the company may have difficulty
improving earnings in line with our original expectations," said
Mr. Koyfman.  "Furthermore, we expected the company to increase
its presence in the Canadian and U.K. markets in 2012.  Growth,
however, was relatively flat during the year, and the company
closed 63 branches in Canada, primarily during the third and
fourth fiscal quarters."

"Although CSF retained some of its customers and realized its goal
of reducing operating expenses, we do not expect earnings to reach
the level that we previously projected.  We also believe that
provincial regulatory frameworks put in place over the last three
years have had a more restrictive effect on earnings than we
previously expected," S&P added.  Regulations involve pricing
caps, minimum and maximum loan sizes, minimum and maximum loan
terms, and rollover (extending a loan term for a fee)
restrictions. CSF's operating margin during fiscal 2012 was $25.9
million, a 32% decline from fiscal 2011.

"Our negative outlook is based on uncertainty about CSF's
governance and accounting related to the acquisition of loan
receivables in January 2012.  We could lower the rating if
earnings decline because of expenses related to the review of the
receivables acquisition transaction or if debt protection metrics
deteriorate as a result of a combination of increased regulation
and competition.  We could revise the outlook to stable if
governance and accounting issues abate while earnings, leverage,
and interest coverage stabilize," S&P noted.


CATALYST PAPER: Receives Final TSX Listing Approval
---------------------------------------------------
Catalyst Paper Corporation recevied final approval for listing on
the Toronto Stock Exchange (TSX) of its new class of common shares
created pursuant to its reorganization under the Companies'
Creditors Arrangement Act that completed on Sept. 13, 2012.  The
new Shares will begin trading on the TSX on Jan. 7, 2013 under the
trading symbol "CYT".

Catalyst also announced that it has initiated a Small Shareholder
Selling Program (SSSP).  The program gives shareholders of record
as of Jan. 3, 2013, holding 99 or fewer new Shares the opportunity
to sell all of these Shares without incurring commission charges
thereby minimizing their cost and inconvenience.  While the SSSP
does not include a mechanism to buy new Shares, the TSX listing
will provide that opportunity for those who wish to purchase
additional new Shares.

The SSSP will begin on Jan. 7, 2013, and will expire on Feb. 28,
2013, unless extended.  Shareholders wishing to participate in the
SSSP must sell all of their new Shares.  Catalyst will arrange for
orders received pursuant to the program to be sent to a
participating organization of the TSX (the Broker) for execution
after clearance of those orders for trading.  Orders received and
cleared for execution will be placed with the Broker no later than
12:00 p.m. on the next business day for execution by the TSX.
Orders may be aggregated, but not netted, by Catalyst or the
Broker.  The price received by shareholders for their new Shares
will be the average price received on all orders placed with the
Broker for execution on a given day, regardless of when any
individual orders are executed on that day.

Catalyst and its Board of Directors are making no recommendation
as to whether any shareholder should sell their new Shares
pursuant to the SSSP or purchase any additional new Shares.  The
SSSP is entirely voluntary and shareholders are advised to contact
their broker or other financial adviser as to the suitability of
participating.

As previously announced, all common shares of Catalyst that were
outstanding prior to the reorganization on Sept. 13, 2012, and
that were formerly traded under the symbol "CTL" were cancelled
pursuant to the reorganization for no consideration and will not
be listed on the TSX.

Additional information concerning the SSSP can be obtained by
contacting Catalyst's program manager - Canadian Stock Transfer
Company Inc. by telephone at (416) 682-3860 or toll-free at 1-800-
387-0825, or through e-mail to inquiries@canstockta.com.

                        About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As reported by the TCR on July 2, 2012, Catalyst received approval
for its reorganization plan from the Supreme Court of British
Columbia.  The Company's second amended plan under the Companies'
Creditors Arrangement Act received 99% support from creditors.

As reported by the TCR on Sept. 17, 2012, Catalyst Paper has
successfully completed its previously announced reorganization
pursuant to its Second Amended and Restated Plan of
Compromise and Arrangement under the Companies' Creditors
Arrangement Act.

Catalyst Paper's balance sheet at Sept. 30, 2012, showed
C$1.04 billion in total assets, C$887.3 million in total
liabilities and C$152.8 million in equity.


CENTRAL ASSEMBLY: Case Summary & 4 Unsecured Creditors
------------------------------------------------------
Debtor: Central Assembly Christian Life Center
        12000 W. Fairview Avenue
        Boise, ID 83713

Bankruptcy Case No.: 13-00043

Chapter 11 Petition Date: January 10, 2013

Court: U.S. Bankruptcy Court
       District of Idaho (Boise)

Judge: Jim D. Pappas

Debtor's Counsel: Sarah B. Bratton, Esq.
                  MARTELLE LAW OFFICES
                  873 E. State Street
                  Eagle, ID 83616
                  Tel: (208) 938-8500
                  Fax: (208) 938-8503
                  E-mail: sarah@martellelaw.com

Scheduled Assets: $4,062,083

Scheduled Liabilities: $1,487,767

A copy of the Company's list of its four top unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/idb13-00043.pdf

The petition was signed by Pastor Ted Buck, president.


CENTRAL EUROPEAN: Appeals Nasdaq Determination to Delist Stock
--------------------------------------------------------------
Central European Distribution Corporation requested a hearing to
appeal the Nasdaq Listing Qualification Staff determination to
initiate procedures to delist CEDC's securities from The Nasdaq
Stock Market and to suspend trading of CEDC's common stock at the
opening of business on Jan. 11, 2013.  The determination was based
on CEDC not having held its annual meeting of shareholders by
Dec. 31, 2012.  As a result of CEDC's request, Nasdaq has
scheduled a hearing on March 21, 2013, and stayed the delisting
action pending a final written decision by the Nasdaq Hearing
Panel.

                             About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

Ernst & Young Audit sp. z.o.o., in Warsaw, Poland, expressed
substantial doubt about Central European's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

The Company's balance sheet at Sept. 30, 2012, showed
$1.98 billion in total assets, $1.73 billion in total liabilities,
$29.44 million in temporary equity, and $210.78 million in total
stockholders' equity.

                             Liquidity

The Company's Convertible Senior Notes are due on March 15, 2013.
The Company has said its current cash on hand, estimated cash from
operations and available credit facilities will not be sufficient
to make the repayment of principal on the Convertible Notes and,
unless the transaction with Russian Standard Corporation is
completed the Company may default on them.  The Company's cash
flow forecasts include the assumption that certain credit and
factoring facilities coming due in 2012 would be renewed to manage
working capital needs.  Moreover, the Company had a net loss and
significant impairment charges in 2011 and current liabilities
exceed current assets at June 30, 2012.  These conditions, the
Company said, raise substantial doubt about its ability to
continue as a going concern.

                           *     *     *

As reported by the TCR on Aug. 10, 2012, Standard & Poor's Ratings
Services kept on CreditWatch with negative implications its 'CCC+'
long-term corporate credit rating on U.S.-based Central European
Distribution Corp. (CEDC), the parent company of Poland-based
vodka manufacturer CEDC International sp. z o.o.

"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.

In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service
has downgraded the corporate family rating (CFR) and probability
of default rating (PDR) of Central European Distribution
Corporation (CEDC) to Caa2 from Caa1.

"The downgrade reflects delays in CEDC securing adequate
financing to repay its US$310 million of convertible notes due
March 2013 which are increasing Moody's concerns that the
definitive agreement for a strategic alliance between CEDC and
Russian Standard Corporation (Russian Standard) might not
conclude at the current terms," says Paolo Leschiutta, a Moody's
Vice President - Senior Credit Officer and lead analyst for CEDC.


CEREPLAST INC: Misses $665,000 Interest Payment to Wells Fargo
--------------------------------------------------------------
Cereplast, Inc., received a Notice of Event of Default from Wells
Fargo Bank, National Association, the Trustee under the Indenture
dated as of May 24, 2011, by and among the Company and the
Trustee, with respect to the Company's 7% Convertible Senior
Subordinated Notes.

The Notice was triggered by the failure of the Company to pay on
Dec. 1, 2012, pursuant to the terms of the Forbearance Agreements
dated as of May 31, 2012, entered into with the holders of the
Notes, interest in the amount of $332,500 that was due on June 1,
2012, and interest in the amount of $332,500 due on Dec. 1, 2012.

The Notes in the aggregate amount of $12,500,000 were originally
issued pursuant to the Indenture on May 24, 2011.  As of Jan. 9,
2013, an aggregate amount of $10,000,000 of the Notes remain
outstanding.

The Company is currently in negotiations with the holders of the
Notes to reach an agreement to pay the outstanding interest
payments.

                          About Cereplast

El Segundo, Calif.-based Cereplast, Inc., has developed and is
commercializing proprietary bio-based resins through two
complementary product families: Cereplast Compostables(R) resins
which are compostable, renewable, ecologically sound substitutes
for petroleum-based plastics, and Cereplast Sustainables(TM)
resins (including the Cereplast Hybrid Resins product line), which
replaces up to 90% of the petroleum-based content of traditional
plastics with materials from renewable resources.

The Company's balance sheet at Sept. 30, 2012, showed
$25.4 million in total assets, $22.1 million in total liabilities,
and stockholders' equity of $3.3 million.

                         Bankruptcy Warning

"We have incurred a net loss of $16.3 million for the nine months
ended September 30, 2012, and $14.0 million for the year ended
December 31, 2011, and have an accumulated deficit of $73.2
million as of September 30, 2012.  Based on our operating plan,
our existing working capital will not be sufficient to meet the
cash requirements to fund our planned operating expenses, capital
expenditures and working capital requirements through December 31,
2012 without additional sources of cash.

In order to provide and preserve the necessary working capital to
operate, we have successfully completed the following transactions
in 2012:

   * Entered into an Exchange Agreement with Magna Group LLC
     pursuant to which we agreed to issue to Magna convertible
     notes, in the aggregate principal amount of up to $4.6
     million, in exchange for repayment of our Term Loan with
     Compass Horizon Funding Company, LLC.

   * Obtained a Forbearance Agreement on our semi-annual coupon
     payment due on June 1, 2012 with certain holders of our
     Senior Subordinated Notes to defer payment until December 1,
     2012.

   * Reduced future interest payments through executing an
     Exchange Agreement for $2.5 million with certain holders of
     our Senior Subordinated Notes for conversion of their Notes
     and accrued interest into shares at an exchange rate of one
     share of our common stock for each $1.00 amount of the Note
     and accrued interest.

   * Issued 6,375,000 shares of our common stock to an
     institutional investor in settlement of approximately $1.3
     million of our outstanding accounts payable balances.

   * Completed a Registered Direct offering to issue 1,000,000
     shares of common stock at $0.50 per share for gross proceeds
     of $0.5 million.

   * Obtained unsecured short-term convertible debt financing of
     $0.6 million with additional availability of approximately
     $0.6 million at the lender's sole discretion.

   * Returned unused raw materials to our suppliers in exchange
     for refunds net of restocking charges of approximately $0.3
     million.

Our plan to address the shortfall of working capital is to
generate additional financing through a combination of sale of our
equity securities, additional funding from our new short-term
convertible debt financings, incremental product sales into new
markets with advance payment terms and collection of outstanding
past due receivables. We are confident that we will be able to
deliver on our plans, however, there are no assurances that we
will be able to obtain any sources of financing on acceptable
terms, or at all.

If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," the Company said in its quarterly report for the
period ended Sept. 30, 2012.


CHINA BAK: Incurs $65.8-Mil. Net Loss in Fiscal 2012
----------------------------------------------------
China BAK Battery, Inc., filed on Dec. 31, 2012, its annual report
on Form 10-K for the fiscal year ended Sept. 30, 2012.

PKF, in Hong Kong, China, expressed substantial doubt about China
BAK'a ability to continue as a going concern.  The independent
auditors noted that the Company has a working capital deficiency
and accumulated deficit from net losses incurred for the year
ended Sept. 30, 2012, and prior periods.

The Company reported a net loss of $65.8 million on $205.7 million
of net revenues in fiscal 2012, compared with a net loss of
$24.5 million on $219.0 million of revenues in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$442.9 million in total assets, $371.1 million in total
liabilities, and stockholders' equity of $71.8 million.

A copy of the Form 10-K is available at http://is.gd/DPI3QA

Shenzhen, PRC-based China BAK Battery, Inc., is global
manufacturer of lithium-based battery cells.


CHINA ORGANIC: Incurs $2.5-Mil. Net Loss in Fiscal 2011
-------------------------------------------------------
China Organic Fertilizer, Inc., filed on Dec. 28, 2012, its annual
report on Form 10-K for the fiscal year ended March 31, 2011.

Paritz & Company, P.A., in Hackensack, New Jersey, expressed
substantial doubt about China Organic's ability to continue as a
going concern.  The independent auditors noted that the Company
had a working capital deficit of $1.5 million, an accumulated
deficit of $4.8 million and a stockholders' deficiency of
$668,361.

The Company reported a net loss of $2.5 million on $954,143 of
revenue in fiscal year 2011, compared with a net loss of $700,199
on $36,413 of revenue in fiscal year 2010.

Operating expenses in fiscal 2011 included a $1,593,098 charge for
impairment of assets.  "We incurred this charge because early in
the fiscal year, the government informed us that it intended to
dedicate the land on which our Daqing facility is located to a
public use.  This situation rendered the equipment that we had
installed at Daqing and various related assets located there
useless to us.  As of the end of the fiscal year, we remained in
negotiations with the government regarding the amount that the
government may pay to compensate us for the loss of our factory,
but we have no basis for estimating the compensation nor any
assurance that it will be paid.  If the government does agree to
compensate us for the loss, the gain will be recorded in the
fiscal period when we receive the commitment."

The Company's balance sheet at March 31, 2011, showed $1.1 million
in total assets, $1.8 million in total current liabilities, and a
stockholders' deficit of $668,361.

A copy of the Form 10-K is available at http://is.gd/80Eyco

Headquartered in Beijing, PRC, China Organic Fertilizer, Inc., is
a holding company that carries on the business of manufacturing
and distributing organic fertilizer through wholly-owned
subsidiaries located in the People's Republic of China.
Indirectly, through a Delaware corporate subsidiary, it owns 100%
of the registered capital stock of Beijing Shennongxing Technology
Co., Ltd.


CPI CORP: Forbearance with Bank of America Expires Jan. 18
----------------------------------------------------------
CPI Corp. entered into a Forbearance Agreement dated as of
Dec. 28, 2012, with Bank of America, N.A., as Administrative Agent
for the various financial institution parties identified as
lenders in the Credit Agreement dated as of Aug. 30, 2010, as
amended several times.

Pursuant to the Loan Agreement, as of Dec. 20, 2012, the Company
owes amounts totaling $96.3 million, which consists of unpaid
principal of $76.2 million, accrued and unpaid interest of
$138,000, accrued and unpaid PIK Obligations of $6.0 million,
letter of credit fees of $169,000 and Letters of Credit totaling
$13.8 million.

Several events of default existed under the Credit Agreement, as
amended, as of the date of the Second Forbearance Agreement
including certain reporting covenants, lease abandonments and the
following:

   (i) the Company's failure to reduce its outstanding borrowings
       to a level at or below revolving commitment limits on and
       after Dec. 1, 2012, and Dec. 10, 2012;

  (ii) the Company's failure to satisfy the Minimum Period
       Cumulative EBITDAR for the period Oct. 14, 2012, to
       Nov. 10, 2012;

(iii) the Company's failure to satisfy the Minimum Weekly
       Cumulative Gross Sales Revenue for the periods Dec. 2,
       2012, to Dec. 8, 2012, December 9 to Dec. 15, 2012, and
       Dec. 16, 2012, to Dec. 22, 2012; and

  (iv) the Company's failure to pay amounts exceeding the Minimum
       Weekly Cash balance for each week in the periods ended
       Nov. 10, 2012, through Dec. 22, 2012.

As a result of the defaults, the Agent has the right to exercise
its rights and remedies under the Credit Agreement, as amended.
Those remedies include, but are not limited to, the right to
enforce its security interest in the Company's collateral and to
pursue collection from the Company and other guarantors.

Under the Second Forbearance Agreement, the Agent, on behalf of
itself and for the benefit of each Lender, agrees to forebear from
exercising its rights and remedies under the Credit Agreement
through Jan. 18, 2013.  The Lenders will continue to make
revolving loans available to the Company in amounts and for
purposes that are satisfactory to the Agent in its sole and
absolute discretion; provided, however, in no event will the
revolving outstandings ever exceed $90 million.  The Second
Forbearance Agreement did not amend nor increase the amount of the
revolving commitment, nor did it cure or waive the existing
defaults.  Upon termination of the forbearance period for any
reason, the Agent is able to exercise all rights and remedies
granted to it under the Credit Agreement, as amended.

The Second Forbearance Agreement also amended the Credit Agreement
as follows:

  * the termination date of the Credit Agreement has been changed
    from Dec. 31, 2012, to the earlier of Jan. 18, 2013, or the
    termination date of the Second Forbearance Agreement;

  * eliminates the Company's ability to request or obtain any
    letters of credit under the Loan Agreement;

  * requires the Company to reduce the outstanding loan balance by
    amounts on deposit at U.S. banks that exceed $500,000.  Those
    repayments would only be temporary repayments within the $90
    million credit facility;

  * the Minimum Weekly Cash Balance requirement was terminated;

  * pledged assets now include 100% of the total outstanding
    equity interests of any foreign subsidiary.

In connection with the Forbearance Agreement, a Joinder Agreement
was executed by CPI Corp., a Nova Scotia corporation, CPI Portrait
Studios of Canada Corp., a Nova Scotia corporation, CPI Canadian
Images, an Ontario partnership, all subsidiaries of the Company.
Under the Joinder Agreement, the Canadian Guarantors each assumed
the obligations of and became a grantor under the
Guaranty/Collateral Agreement.

A copy of the Forbearance Agreement is available at:

                        http://is.gd/ZWfhBz

                          About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and provides on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.

The Company reported a net loss of $39.9 million on
$123.2 million of net sales for the 24 weeks ended July 21, 2012,
compared with a net loss of $5.6 million on $159.5 million of net
sales for the 24 weeks ended July 23, 2011.

The Company's balance sheet at July 21, 2012, showed $61 million
in total assets, $159.6 million in total liabilities, and a
stockholders' deficit of $98.6 million.


CROATAN SURF: Wants Chapter 11 Case Dismissed
---------------------------------------------
Croatan Surf Club LLC has sought dismissal of its chapter 11 case.

The Debtor has submitted a proposed Plan of Reorganization pending
a scheduled confirmation hearing.

During the course of the proceedings, the Debtor and its creditors
have negotiated a resolution to their differences and that many
issues that have arisen during the court of this proceeding,
including issues raised in State Court proceedings in Montgomery
County, Pennsylvania and Dare County, North Carolina.

The Debtor has discussed the dismissal with all the primary
creditors and said there is universal support for the dismissal.

The Debtor said the Court should dismiss the case on conditions
that the Debtor use funds in the Debtor's DIP account to pay the
quarterly fees arising pursuant to 28 U.S.C. Sec. 1930 for the
quarters ending Sept. 30, 2012 and Dec. 31, 2012.

A hearing to dismiss the case was set for Dec. 19, 2012.  No
ruling has been issued, according to the case docket.

                      About Croatan Surf Club

Croatan Surf Club, LLC owns a 36-unit condominium complex in Kill
Devil Hills, North Carolina.  It filed for Chapter 11 bankruptcy
protection (Bankr. E.D.N.C. Case No. 11-00194) on Jan. 10, 2011.
Walter L. Hinson, Esq., at Hinson & Rhyne, P.A., in Wilson, N.C.,
serve as counsel to the Debtor.  Kevin J. Silverang, Esq., and
Philip S. Rosenzweig, Esq., at Silverang & Donohoe, LLC, in St.
Davids, Pa., serve as co-counsel to the Debtor.  No creditors
committee has been formed in the case.  In its schedules, the
Debtor disclosed $26,151,718 in assets and $19,350,000 in
liabilities.


CROWN MEDIA: CFO Gets Employment Extension to 2014, Salary Hike
---------------------------------------------------------------
Crown Media Holdings, Inc., amended its employment agreement with
Andrew Rooke, the Company's executive vice president and chief
financial officer.

Under the amendment, the term of Mr. Rooke's employment has been
extended through Dec. 31, 2014.  Additionally, (a) effective
March 1, 2013, Mr. Rooke's annual base salary will be increased to
$465,000 and (b) commencing with calendar year 2013, Mr. Rooke's
performance bonus target will increase to 50% of his annual base
salary earned and long term incentive award target will increase
to 50% of his annual base salary.

A copy of the Amended Agreement is available for free at:

                        http://is.gd/yUDzGU

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

The Company's balance sheet at Sept. 30, 2012, showed
$930.57 million in total assets, $667.83 million in total
liabilities and $262.74 million in total stockholders' equity.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's senior secured credit facilities and the indenture
governing the Notes contain a number of covenants that impose
significant operating and financial restrictions on the Company,
including restrictions on its ability to, among other things,
incur additional debt or issue certain preferred shares, pay
dividends on or make distributions in respect of the Company's
capital stock or make other restricted payments, and make certain
payments on debt that is subordinated or secured on a junior
basis.

Any of these restrictions could limit the Company's ability to
plan for or react to market conditions and could otherwise
restrict corporate activities.  Any failure to comply with these
covenants could result in a default under the Company's senior
secured credit facilities and the indenture governing the Notes.
Upon a default, unless waived, the lenders under the Company's
senior secured credit facilities could elect to terminate their
commitments, cease making further loans, foreclose on the
Company's assets pledged to those lenders to secure its
obligations under the senior secured credit facilities and force
the Company into bankruptcy or liquidation.

                           *     *     *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'.  "The upgrade reflects Crown Media's recent
operating performance, which achieved higher EBITDA and lower
leverage than our expectations," said Standard & Poor's credit
analyst Deborah Kinzer.

Crown Media carries a B2 Corporate Family Rating from Moody's
Investors Service.  Crown Media's B2 CFR reflects the company's
small size and niche market position among cable network
operators, concentration in two Hallmark-branded channels,
reliance on licensed third party content for a majority of its
programming, and high leverage.


CUSTER ROAD: Court Approves Dismissal of Chapter 11 Case
--------------------------------------------------------
At the behest of Custer Road Marketplace, Ltd., the U.S.
Bankruptcy Court dismissed the Debtor's bankruptcy case.

CRM filed a Second Amended Plan of Reorganization.  Legacy Texas
Bank objected and, instead, filed a Motion for Relief from
Automatic Stay.  CRM opposed the Motion.

CRM and Legacy have reached an agreement resolving their disputes.
The agreement requires dismissal of the bankruptcy case.  Under
the agreement, the claim of Ron Wideman would be paid by CRM on or
before Dec. 15, 2012; and the claims of the City of Frisco, Collin
County, and Frisco ISD would be paid in full.

The agreement provides for the payment of the claims of Tax Ease
Funding, L.P.  Counsel for Wideman and Tax Ease have consented to
or did not object to the dismissal of the bankruptcy case.

CRM has paid all amounts owed to the United States Trustee.

CRM is prohibit from and enjoined from filing any petition for
relief under any chapter of the Bankruptcy Code in any and all
jurisdictions on any date before Jan. 1, 2015.

                         About Custer Road

Custer Road Marketplace, Ltd. owns 53 acres of real property known
as Custer Road Marketplace in Collin County, Texas.  Ross Helbing
has appraised the property at $22,700,000.  The slowdown in the
U.S. economy resulted in the inability of CRM to develop and sell
the property as initially anticipated and prevented the Debtor
from paying or re-financing a secured loan.

Custer Road Marketplace filed for Chapter 11 bankruptcy (Bankr.
E.D. Tex. Case No. 12-40312) on Feb. 7, 2012, estimating $10
million to $50 million in assets and debts.  Richard W. Ward,
Esq., serves as the Debtor's bankruptcy counsel.  Judge Brenda T.
Rhoades presides over the case.  In its schedules, the Debtor
disclosed $23,183,800 in total assets and $19,257,403 in total
liabilities.


DALLAS ROADSTER: Texas Capital Granted Stay Relief on Pending Suit
------------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas granted Texas Capital Bank, N.A., relief
from automatic stay regarding the pending lawsuit against Dallas
Roadster, Limited and IEDA Enterprise, Inc.

As reported in the Troubled Company Reporter on Nov. 29, 2012, on
May 10, 2008, and IEDA Enterprise, as well as individuals Bahman
Khobahy and Bahman Hafezamini executed an Unlimited Guaranty
pursuant to which they absolutely and unconditionally guaranteed
the obligations of Dallas Roadster owing to TCB.

Just prior to the petition date, on Nov. 16, 2011, TCB filed an
application for appointment of a receiver in the 192nd Judicial
District Court of Dallas County, Texas, under Cause No. 11-14521,
and styled Texas Capital Bank, N.A. v. Dallas Roadster, Ltd., IEDA
Enterprise, Inc., Bahman Khobahy and Bahman Hafezamini, as
Defendants, seeking collection of all amounts due under a Real
Estate Note, Vehicle Note Loan Agreement and Guaranty Agreements.
TCB further sought the appointment of a Receiver.

TCB desired to pursue its claims against Khobahy and Hafezamini
under their Guaranty Agreements, which action is not stayed by the
automatic stay.  TCB seeks relief from the automatic stay to
either (i) allow the non-suit of its claims against Dallas
Roadster and IEDA in the State Court Lawsuit to then pursue its
claims against Khobahy and Hafezamini, as guarantors, or (ii) the
removal of the State Court Lawsuit.

TCB says the bankruptcy filing by Dallas Roadster and IEDA does
not stay any action against Khobahy and Hafezamini, as non-debtor
guarantors.  TCB, however, does not want to create any question or
issue in making any filing in the State Court Lawsuit while Dallas
Roadster and IEDA remain as parties prior to relief from the
automatic stay.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DELTATHREE INC: To Issue 10-Mil. Shares Under Incentive Plan
------------------------------------------------------------
deltathree, Inc., filed a Form S-8 with the U.S. Securities and
Exchange Commission registering 10 million shares of common stock
at a proposed maximum aggregate offering price of $201,200.  The
Shares are issuable under the Company's Amended and Restated 2009
Stock Incentive Plan.  A copy of the prospectus is available for
free at http://is.gd/Lw6qO0

                          About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.

After auditing the 2011 results, Brightman Almagor Zohar & Co.,
noted that Company's recurring losses from operations and
deficiency in stockholders' equity raise substantial doubt about
its ability to continue as a going concern.

The Company reported a net loss of $3.05 million in 2011, a net
loss of $2.49 million in 2010, and a net loss of $3.19 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed $1.81
million in total assets, $7.41 million in total liabilities and a
$5.60 million total stockholders' deficiency.

                        Bankruptcy Warning

"In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, voluntary deregistration of its securities, financial
reorganization, liquidation and/or ceasing operations," the
Company said in its quarterly report for the period ended June 30,
2012.  "In the event that the Company requires but is unable to
secure additional funding, the Company may determine that it is in
its best interests to voluntarily seek relief under Chapter 11 of
the U.S. Bankruptcy Code."


DEWEY & LEBOEUF: Wants Jan 18 Initial Admin. Claims Bar Date
------------------------------------------------------------
Dewey & LeBoeuf LLP filed a motion asking the U.S. Bankruptcy
Court for the Southern District of New York to establish:

  (a) Jan. 18, 2013, at 5:00 p.m. as the initial administrative
      claims bar date by which holders of initial administrative
      expenses (referring to administrative expenses that arose on
      or after the Petition Date through Dec. 31, 2012) must file
      an administrative expense claim or similar statement; and

  (b) a supplemental administrative claims bar date that is 30
      calendar days after the date of the notice of the plan
      effective date at 5:00 p.m., by which holders of
      administrative expenses that arise on or after Jan. 1, 2013,
      through the effective date of the plan must file an
      administrative expense claim or similar statement.

On Nov. 21, 2012, the Debtor filed a Chapter 11 plan of
liquidation and disclosure statement, and thus it now seeks to
establish the administrative claims bar dates.

                      About Dewey & LeBoeuf

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

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

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

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

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

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

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

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


DIAL GLOBAL: Amends Second Quarter Form 10-Q
--------------------------------------------
Dial Global, Inc., has amended its quarterly report on Form 10-Q
for the period ended June 30, 2012, as originally filed with the
Securities and Exchange Commission on Aug. 14, 2012, to furnish
revised Exhibit 31.2 and 32.2, to correct the conflicting
identification of the Company's chief financial officer as both
Hiram M. Lazar and Jean B. Clifton through what was an inadvertent
typo.  Jean B. Clifton was then, and is, the Chief Financial
Officer.  Other than changing the conflicting identification, no
other changes were made. The Amendment No. 2 does not reflect
subsequent events occurring after the original filing date of the
Form 10-Q or modify or update in any way disclosures made in the
Form 10-Q.

Copies of the exhibits are available for free at:

                        http://is.gd/EwMJh1
                        http://is.gd/1empOD

                          About Dial Global

Dial Global, Inc., headquartered in New York City, is an
independent, full-service network radio company that distributes,
produces, or syndicates programming and services to more than
8,500 radio stations nationwide.  The Company produces and
distributes over 200 news, sports, music, talk and entertainment
radio programs, services and digital applications, as well as
audio content from live events, turn-key music formats (the 24/7
Radio Formats), prep services, jingles and imaging.  In addition,
the Company is the largest sales representative for independent
third party providers of audio content.  The Company has no
operations outside the United States, but sells to customers
outside of the United States.

The Company's balance sheet at Sept. 30, 2012, showed
$380.9 million in total assets, $385.2 million in total
liabilities, $10.5 million of Series A Preferred Stock, and a
stockholders' deficit of $14.8 million.

"... if an event of default under the Credit Facilities occurs and
results in an acceleration of the Credit Facilities, a material
adverse effect on us and our results of operations would likely
result or we may be forced to (1) attempt to restructure our
indebtedness, (2) cease our operations or (3) seek protection
under applicable state or federal laws, including but not limited
to, bankruptcy laws.  If one or more of foregoing events were to
occur, this would raise substantial doubt about the Company's
ability to continue as a going concern," the Company said in its
quarterly report for the period ended Sept. 30, 2012.


DIALOGIC INC: To Cut 13% of Workforce to Reduce Costs
-----------------------------------------------------
Dialogic Inc. and its affiliates executed upon a restructuring
plan and notified affected employees or commenced consultation
processes with affected employees that collectively can lead to a
workforce reduction of approximately 95 full-time positions, or
approximately 13% of the Company and its affiliates' combined
workforce.

The notice periods for employees vary by country.  Affected
employees are eligible to receive severance payments totaling
approximately $1.5 to $2.5 million, in exchange for a customary
release of claims against the Company or its affiliates in those
countries where the severance amounts exceed what is required
under applicable law.  The Company and its affiliates are
undertaking this workforce reduction to reduce operating costs and
so the Company can focus its resources on a restructured business
model.  The Company expects the majority of the reduction in its
workforce to be completed by the end of the first quarter of 2013.

The Company expects to record a pre-tax charge of $1.5 million to
$2.5 million in the fourth quarter of 2012 related to the
restructuring plan.  The Company estimates that future cash
expenditures in connection with these restructuring actions will
amount to $2.3 million to $3.5 million, which is comprised of
previously earned vacation as well as the aforementioned severance
payments.  The estimate of cash expenditures that the Company and
its affiliates expect to incur and the pre-tax charge related
thereto in connection with the workforce reduction is subject to a
number of assumptions, and actual results may differ.  The Company
and its affiliates may also incur other charges not currently
contemplated due to events that may occur as a result of, or
associated with, the workforce reduction.

                          About Dialogic

Milpitas, Calif.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

The Company reported a net loss of $54.81 million in 2011,
following a net loss of $46.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $126.69
million in total assets, $140.69 million in total liabilities and
a $13.99 million total stockholders' deficit.

                        Bankruptcy warning

The Company has said in regulatory filings that, "In the event of
an acceleration of our obligations under the Term Loan Agreement
or Revolving Credit Agreement and our failure to pay the amounts
that would then become due, the Revolving Credit Lender or Term
Lenders could seek to foreclose on our assets.  As a result of
this, we would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code and/or our affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, we could seek to reorganize our
business, or we or a trustee appointed by the court could be
required to liquidate our assets."


DRINKS AMERICAS: Steven Dallas Quits as Interim CFO
---------------------------------------------------
Steven Dallas resigned his positions as Interim Chief Financial
Officer of Drinks Americas Holdings, Ltd.  Mr. Dallas remains a
member of the Company's board of directors.  The resignation was
not due to any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.

                       About Drinks Americas

Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. --
http://www.drinksamericas.com/-- through its majority-owned
subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T.
Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and
markets unique premium wine and spirits and alcoholic beverages
associated with icon entertainers, celebrities and destinations,
to beverage wholesalers throughout the United States.

The Company reported a net loss of $4.58 million on $497,453 of
net sales for the year ended April 30, 2011, compared with a net
loss of $5.61 million on $890,380 of net sales during the prior
year.

After auditing the fiscal 2011 financial statements, Bernstein &
Pinchuk, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant losses
from operations since its inception and has a working capital
deficiency.

The Company's balance sheet at July 31, 2012, showed $6.24 million
in total assets, $4.55 million in total liabilities and
$1.68 million in total equity.


DUNE ENERGY: Stephen Kovacs Resigns from Board
----------------------------------------------
Stephen P. Kovacs submitted his resignation from the Board of
Directors of Dune Energy, Inc., on Jan. 8, 2013, to be immediately
effective, and informed the Company that he did not wish to be
considered for nomination to the Board of Directors of the Company
at the next annual meeting of stockholders of the Company.
Mr. Kovacs is not resigning because of any disagreement with the
Company on any matter relating to the Company's operations,
policies or practices.

                        About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$241.08 million in total assets, $118.88 million in total
liabilities and $122.19 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


DYNASIL CORP: Thomas Leonard Succeeds Richard Johnson as CFO, CAO
-----------------------------------------------------------------
Dynasil Corporation of America appointed Thomas C. Leonard as the
Company's Chief Financial Officer and Chief Accounting Officer.
Mr. Leonard will succeed Richard A. Johnson, who is resigning
effective February 4 to pursue other opportunities.

Mr. Leonard, 58, brings to Dynasil more than 30 years of
accounting, management and leadership experience.  From 2008 to
2012, he served as the Chief Financial Officer for Pennichuck
Corporation, a publicly traded water utility in Nashua, New
Hampshire.  He also spent 15 years in public accounting with
Arthur Andersen LLP, where he became an Audit Partner and Audit
Division Head.  Mr. Leonard holds a B.S. in Accounting and Finance
from the University of Wisconsin at Madison and is a Certified
Public Accountant.

"We are delighted that a financial executive with Tom's background
and expertise will be leading the finance team at Dynasil," said
Peter Sulick, Interim President and CEO and Chairman of the Board
of Directors.  "Tom offers the ideal combination of experience,
results and talents to lead Dynasil into the future.  On behalf of
the board of directors and the entire staff at Dynasil, I also
want to extend our thanks to Rich Johnson for his three years of
service with Dynasil and wish him success in his future
endeavors."

Mr. Leonard will earn an annual base salary of $185,000 which is
subject to periodic review and adjustment.

Subject to Board approval, Mr. Leonard will be granted a time-
vested restricted stock award of 100,000 shares of the Company's
common stock.

Mr. Leonard will also be eligible to participate in the Company's
standard employee benefit programs at the corporate office
location, including medical, dental, life and disability insurance
and participation in a 401K plan.

                           About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.

As reported by the TCR on Jan. 2, 2013, Dynasil failed to comply
with the financial covenants set forth in the terms of its
outstanding indebtedness for its fiscal fourth quarter ended
Sept. 30, 2012.

Dynasil also filed a notification with the SEC regarding the delay
in the filing of its annual report on Form 10-K for the period
ended Sept. 30, 2012.


EARTHBOUND HOLDING: Moody's Cuts CFR to 'B3'; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of Earthbound Holding III, LLC
(Earthbound) to B3 from B2. At the same time, Moody's changed the
outlook for the company to negative from stable. The downgrade was
largely due to ongoing weakness in operating performance stemming
from pricing pressures and rising costs, which has led to an
increase in leverage and lower interest coverage. The downgrade
also considered that covenant compliance under the company's
credit facilities may be difficult to maintain as a result of very
weak cushion on the leverage covenant as of September 30, 2012.

The following ratings have been downgraded:

  Corporate family rating to B3 from B2;

  Probability of default rating to B3 from B2;

  $25 million senior secured revolving credit facility due 2015
  to B2 (LGD3, 39%) from B1 (LGD3, 39%); and

  $240 million senior secured term loan facility due 2016 to B2
  (LGD3, 39%) from B1 (LGD3, 39%).

The rating outlook is negative

Rating Rationale

The B3 corporate family rating reflects Earthbound's high
leverage, aggressive financial policies and small scale relative
to its industry peers. The rating also considers the increasingly
competitive environment within the organic food industry and the
geographic concentration of the company's supply base (primarily
in Arizona and California). Leverage has been increasing steadily
during the last few quarters, with adjusted debt-to-EBITDA (before
consideration of preferred stock) at roughly 5.8 times at
September 30, 2012 (6.4 times with preferred). The business'
longstanding exposure to external event risk from adverse weather,
infestation, crop failure and product recalls, some customer
concentration and the company's willingness to execute bolt-on
acquisitions also weigh on the rating.

The rating benefits from Earthbound's good, albeit declining
margins, improving brand equity, and its leadership position in
the growing yet niche organic packaged salad industry. The rating
also derives support from the company's exclusive grower network
and the relatively high barriers to entry created by the limited
availability of USDA certified organic fields and processing
facilities in North America. In addition, the rating assumes that
dividends will be limited to cover owner tax distributions and
acquisitions, if any, will continue to be relatively small in
scale and earnings accretive.

Moody's anticipates that organic packaged salads will continue to
grow as a percentage of the packaged salad category, which should
support modest top line growth over the next year. However, the
negative outlook incorporates the expectation that margins will
remain pressured by increased competition in the organic salad
market and ongoing pricing pressure from retailers.

The ratings could be downgraded if the company executes a debt
financed acquisition and/or earnings were to deteriorate leading
to leverage of over 7.0 times. In addition, if EBITA-to-interest
were to be sustained below 1.0 times or if liquidity does not
improve, the ratings could be downgraded.

The outlook would be stabilized if the company demonstrates
improvement in liquidity and exhibits margin stabilization. Longer
term, if leverage is sustained below 5.5 times (Moody's adjusted
with preferred) and EBITA-to-interest approaches 1.5 times, the
ratings could be upgraded, if accompanied by a good liquidity
profile.

Earthbound Holding III, LLC (Earthbound) sells organic salads,
fruits, and vegetables to retail grocers, natural food retailers,
club stores, mass merchants, and food service distributors across
the US and Canada under the Earthbound Farm brand name.
Earthbound's salads are primarily grown on company owned farms or
governed by multi-year exclusive relationships with outside
growers. In July 2009, HM Capital Partners (HM) acquired a 70%
stake in Earthbound with the balance of ownership interests
remaining with initial shareholders. Revenues for the twelve
months ending September 30, 2012 were in excess of $460 million.

The principal methodology used in rating Earthbound Holding III,
LLC was the Global Food - Protein and Agriculture Industry
Methodology published in September 2009. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


EASTMAN KODAK: $527 Million Patent Sale Receives Court Approval
---------------------------------------------------------------
Joseph Checkler, writing for Dow Jones Newswires, reports that
Judge Allan L. Gropper of U.S. Bankruptcy Court in Manhattan
approved Eastman Kodak Co.'s sale of digital-imaging patents for
$527 million to a collection of technology giants, albeit for much
less than the company originally wanted.  Judge Gropper called the
price "disappointing" but said it moves the case forward.

According to Dow Jones, while the price is lower than the $2
billion or more Kodak originally sought at an attempted auction
this past summer, it settles a lot of patent litigation that could
have hurt the company's reorganization efforts even more.

The report relates the group includes Apple Inc., Microsoft Corp.,
and Google Inc., Adobe Systems Inc., Research In Motion Ltd.,
Samsung Electronics Co., a unit of HTC Corp., Fujifilm Holdings
Corp., Facebook Inc., Huawei Technologies Co., a unit of
Amazon.com Inc., and Shutterfly Inc.

Kodak has said the deal should take about 45 days to close because
of international approvals that are still needed.

"The amount in the transactions, which are complicated and
integrated, are the highest and best value available to the
debtors," said Sullivan & Cromwell LLP's Michael H. Torkin, a
Kodak lawyer, according to the report.

The report also notes a lawyer for Kodak's official committee of
unsecured creditors said that while the $527 million price is
disappointing, it provides "much-needed liquidity" to the case.
An $830 million loan made by a group of Kodak's bondholders was
contingent on the patents being sold for at least $500 million.

The report also relates several parties originally objected to the
patent sale, mostly worried that they would be shut out of going
after certain patents in the future. Kodak satisfied most of those
objections before Friday's hearing.  An objection to the sale of
one of the patents, from a man named David J. Olilla, will be
settled at a later date, Judge Gropper said. Mr. Olilla said he is
a co-inventor on one of the patents and said Kodak breached its
contract. The judge said his objection wouldn't hold up the sale.

                        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.


EDIETS.COM INC: Extends Maturity of Director Notes to June 30
-------------------------------------------------------------
eDiets.com, Inc., executed amendments to $1 million in promissory
notes held by a former officer and by two directors of the Company
to extend the maturity date of the Director Notes from Dec. 31,
2012, to June 30, 2013.  All other terms and provisions of the
Director Notes remain in full force and effect.

                           About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs.  eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

Following the 2011 financial results, Ernst & Young LLP, in Boca
Raton, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred recurring operating losses,
was not able to meet its debt obligations in the current year and
has a working capital deficiency.

The Company's balance sheet at Sept. 30, 2012, showed
$1.76 million in total assets, $5.23 million in total liabilities
and a $3.46 million total stockholders' deficit.

                         Bankruptcy Warning

On Oct. 31, 2012, the Company entered into an Agreement and Plan
of Merger with ASTV, eDiets Acquisition Company, a Delaware
corporation and a wholly owned subsidiary of ASTV ("Merger Sub"),
and certain other individuals named therein.  Pursuant to the
Merger Agreement, Merger Sub will merge with and into the Company,
and the Company will continue as the surviving corporation and a
wholly-owned subsidiary of ASTV.

"Both before and after consummation of the transactions, and if
the Merger is never consummated, the continuation of the Company's
business is dependent upon raising additional financial support.
In light of the Company's results of continuing operations,
management has and intends to continue to evaluate various
possibilities.  These possibilities include: raising additional
capital through the issuance of common or preferred stock,
securities convertible into common stock, or secured or unsecured
debt, selling one or more lines of business, or all or a portion
of the Company's assets, entering into a business combination,
reducing or eliminating operations, liquidating assets, or seeking
relief through a filing under the U.S. Bankruptcy Code," the
Company said in its quarterly report for the period ended
Sept. 30, 2012.


EDISON MISSION: U.S. Trustee Forms 9-Member Creditors Committee
---------------------------------------------------------------
Patrick S. Layng, U.S. Trustee for Region 11 appointed nine
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Edison Mission Energy, et al.

The Committee is comprised of:

      1. Thomas M. Korsman, VP
         Wells Fargo Bank, National Association
         625 Marquette Ave., 110th Floor
         MAC: N9311-110
         Minneapolis, MN 55402

      2. Carter C. Culver
         Commonwealth Edison Co./Exelon Corporation
         10 S. Dearborn St., 49th Floor
         Chicago, IL 60603

      3. Lawrence Clennon
         Clennon Electric
         210 N. Main Street
         P.O. Box 368
         Wilmington, IL 60481

      4. Bridget Schessler
         The Bank of New York Mellon, as trustee
         525 William Penn Place, 38th Floor
         Pittsburgh, PA 15219

      5. Christopher Wittenauer
         Peabody Coalsales, LLC
         701 Market Street
         St. Louis, MO 63101-1826

      6. Scott Jennings, president
         Nesbitt Asset Recovery, LLC
         PSEG
         80 Park Plaza, T20
         Newark, NJ 07102

      7. Simon Beemsterboer, V.P.
         Geo. J. Beemsterboer, Inc.
         3411 Sheffield Avenue
         Hammond, IN 46327-1004

      8. Kip K. Coco
         Rowell Chemical Corp.
         15 Salt Creek Lane, Suite 205
         Hinsdale, IL 60521

      9. Robert Schwartz
         International Brotherhood of Boilermakers Local One
         2941 Archer Avenue
         Chicago, IL 60608

                        About Edison Mission

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

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

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

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

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

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


EDISON MISSION: Meets Noteholders, Shares Cash Forecasts
--------------------------------------------------------
Certain members of EME management met with certain of EME's
unsecured noteholders and the noteholders' financial advisor,
Houlihan Lokey, and legal advisor, Ropes & Gray LLP, to discuss
EME's business.  At the meeting, EME discussed certain cash flow
forecasts, a copy of the illustration is available for free at:
http://is.gd/VLVWYh

                       About Edison Mission

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

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

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

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

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

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


EDUCATION MANAGEMENT: Moody's Cuts CFR to Caa2; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service lowered Education Management LLC's
("Education Management" -- an indirect wholly owned subsidiary of
Education Management Corporation) corporate family rating to Caa2
from B3, the ratings on the senior secured bank debt to Caa2 from
B3, and the rating on the senior unsecured notes to Ca from Caa2.
The speculative grade liquidity rating was lowered to SGL-4 from
SGL-3. The ratings outlook is negative. This action completes a
review that was initiated on August 21, 2012.

The downgrade reflects heightened default risk given the
approaching springing maturity of all of Education Management's
senior secured credit facilities, which will become due and
payable on March 1, 2014 if the company does not refinance or
repay its $375 million 8.75% senior notes on or prior to this
date. Current market data indicates that a refinancing of the
senior notes will not likely be a viable option. In Moody's
opinion, the company's need to maintain a meaningful amount of
liquidity for financial responsibility standards and for general
financial flexibility constrains its ability to repay the senior
notes in full. Despite increasing signs of stability for on-campus
students, new enrollment trends remain negative and earnings will
likely continue to decline on a year-over-year basis through the
next several quarters. The rating derives limited support from
recent actions taken to improve liquidity, including sale
leaseback transactions.

The downgrade of the speculative grade liquidity rating to SGL-4
from SGL-3 reflects Moody's view that the company's liquidity
profile is weak. The 12 to 15 month horizon incorporated in the
SGL rating now captures the aforementioned springing maturity date
of the senior secured credit facilities. The SGL rating does not
assume access to capital to refinance the 8.75% notes. Moody's
expects the company will generate modest positive free cash flow
and maintain compliance with financial covenants near-term,
albeit, with limited cushion in certain periods.

Ratings downgraded:

Corporate family rating to Caa2 from B3

Probability of default rating to Caa2 from B3

$328 million senior secured revolving credit facility due 2015 to
Caa2 (LGD3, 46%) from B3 (LGD3, 45%)

$743 million senior secured term loan due 2016 to Caa2 (LGD3, 46%)
from B3 (LGD3, 45%)

$345 million senior secured term loan due 2018 to Caa2 (LGD3, 46%)
from B3 (LGD3, 45%)

$375 million 8.75% senior unsecured notes due June 1, 2014 to Ca
(LGD6, 92%) from Caa2 (LGD6, 91%)

Speculative grade liquidity rating to SGL-4 from SGL-3

RATINGS RATIONALE

Education Management's Caa2 corporate family rating reflects
material refinancing risk, weak liquidity, declining enrollment
and profitability levels, and deteriorating credit metrics. The
operating environment remains very challenging due to the reduced
availability of student loans, negative industry press, and
increased regulatory risk given the company's reliance on Title IV
student loans. There is also the potential for increased
competition from non-profit institutions. Education Management's
rating derives some support from its business position as one of
the largest providers of post-secondary education in the U.S.,
significant scale with revenues close to $3.0 billion, the
diversity of its academic programs, and credit metrics that are
generally good for the ratings category.

The negative outlook reflects the prospects for continued earnings
pressure and material refinancing risk.

The inability to timely address the approaching senior notes
maturity or a covenant breach could result in a ratings downgrade.
A payment default or any transaction perceived as a distressed
exchange could also result in a ratings downgrade.

The ratings could be upgraded if Education Management improves its
debt maturity profile and enhances cushion under its financial
covenants while demonstrating sustained improvement in new
enrollment trends.

Additional information can be found in the Education Management
Credit Opinion published on Moodys.com.

Education Management LLC, based in Pittsburgh, Pennsylvania, is
one of the largest providers of private post-secondary education
in North America, based on student enrollment and revenue. The
company had revenues of approximately $2.7 billion for the twelve
months ended September 30, 2012.

The principal methodology used in rating Education Management LLC
was the Global Business & Consumer Services Industry Rating
Methodology published in October 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


ELAN PHARMACEUTICALS: Biosurplus to Hold Liquidation Auctions
-------------------------------------------------------------
BioSurplus announced on Jan. 8 that it will host a series of three
auctions for Elan Pharmaceuticals, which is closing its location
in South San Francisco, California.

The first auction was scheduled to begin on Jan. 10 and runs
through the 17th, and features many high-end instruments,
including an AKTA Explorer 100, Agilent 1100 HPLCs, a Bruker
UltraShield 400MHz NMR system, a Varian SD-1 Preparative HPLC,
mass specs, incubators, refrigerators, freezers, real-time PCR
devices, biosafety cabinets, centrifuges, ovens, ultra-low
freezers, balances, and many bench-top lab items.

A viewing of the auction items will be held on-site at Elan
Pharmaceuticals on January 10, from 10:00 AM to 6:00 PM and
January 11, from 10:00 AM to 5:00 PM.  The open house address is:

          Elan Pharmaceuticals
          180 Oyster Point Blvd.
          South San Francisco, CA 94080

Please visit http://auctions.biosurplus.comfor more information
and to view the online catalog, or call 858-550-0800 ext. 222.

                         About BioSurplus

BioSurplus -- http://www.biosurplus.com-- is a supplier of pre-
owned laboratory instruments and equipment management services.
BioSurplus is headquartered in San Diego and has large showrooms
in San Diego, the San Francisco Bay Area, Boston and Korea.
BioSurplus offers services nationally and sells equipment
worldwide.

                            About Elan

Elan Corporation, plc -- http://www.elan.com-- is a neuroscience-
based biotechnology company.  The Company is focused on
discovering and developing advanced therapies in neurodegenerative
and autoimmune diseases.

                          *     *     *

As reported by the Troubled Company Reporter on September 27,
2012, Standard & Poor's Ratings Services affirmed its 'B+'
corporate credit rating on Dublin-based specialty pharmaceutical
manufacturer Elan Corp plc, and removed the rating from
CreditWatch, where it was listed with positive implications on
Aug. 13, 2012.  "Our 'BB-' ratings on unsecured issues of
subsidiaries Elan Finance Corp. and Elan Finance PLC  were
unaffected by the CreditWatch action.  We are assigning our 'BB-'
issue-level and a '2' recovery rating to Elan's proposed senior
notes due 2019, proceeds of which will refinance $625 million of
existing unsecured debt.  The rating outlook is stable," S&P said.


ELITE PHARMACEUTICALS: Wilson Gilliam Lowers Equity Stake to 3.9%
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wilson Earl Gilliam, Jr., disclosed that, as
of Jan. 8, 2013, he beneficially owns 15,000,000 shares of common
stock of Elite Pharmaceuticals, Inc., representing 3.9% of the
shares outstanding.  Mr. Gilliam previously reported beneficial
ownership of 20,000,000 common shares or a 5.7% equity stake as of
Dec. 10, 2012.  A copy of the amended filing is available at:

                        http://is.gd/7ziTsa

                    About Elite Pharmaceuticals

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

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

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

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


EMISPHERE TECHNOLOGIES: Mark Rachesky Holds 48.1% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mark H. Rachesky, M.D., and his affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
39,043,957 shares of common stock of Emisphere Technologies, Inc.,
representing 48.1% of the shares outstanding.  Mr. Rachesky
previously reported beneficial ownership of 38,557,573 common
shares or a 47.7% equity stake as of Oct. 17, 2012.  A copy of the
amended filing is available for free at http://is.gd/rljYqb

                          About Emisphere

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

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

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


EMMIS COMMUNICATIONS: Reports $4.6MM Net Income in Nov. 30 Qtr.
---------------------------------------------------------------
Emmis Communications Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income attributable to common shareholders of $4.60
million on $53.41 million of net revenues for the three months
ended Nov. 30, 2012, compared with net income attributable to
common shareholders of $110.86 million on $53.56 million of net
revenues for the same period during the preceding year.

For the nine months ended Nov. 30, 2012, the Company reported net
income attributable to common shareholders of $37.65 million on
$161.31 million of net revenues, compared with net income
attributable to common shareholders of $97.72 million on $169.71
million of net revenues for the same period a year ago.

The Company's balance sheet at Nov. 30, 2012, showed $275.52
million in total assets, $241.57 million in total liabilities and
$33.95 million total equity.

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

                        http://is.gd/U0TMQo

                     About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

As reported by the TCR on Oct. 16, 2012, Moody's Investors Service
placed the ratings of Emmis Communications Corporation on review
for upgrade following the company's earnings release for 2Q12
(ended Aug. 31, 2012) indicating good performance for radio
operations and plans to refinance existing high coupon debt
facilities.  Emmis carries a B3 Corporate Family Rating from
Moody's.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of Emmis
until facts and circumstances, if any, emerge that demonstrate
financial or operational strain or difficulty at a level
sufficient to warrant renewed coverage.


ENERGY FUTURE: Releases Preliminary Results of Exchange Offers
--------------------------------------------------------------
Energy Future Holdings Corp. announced the results, as of 5:00
p.m., New York City time, on Jan. 8, 2013, (the "Early Tender
Date"), of the:

   (a) offers of its direct, wholly-owned subsidiary, Energy
       Future Intermediate Holding Company LLC, and EFIH's direct,
       wholly-owned subsidiary, EFIH Finance Inc., to exchange up
       to approximately $1.3 billion aggregate principal amount of
       new 10.000% Senior Secured Notes due 2020 of the Offerors
       for any and all outstanding (i) 9.75% Senior Secured Notes
       due 2019 of EFH Corp., (ii) 10.000% Senior Secured Notes
       due 2020 of EFH Corp. and (iii) 9.75% Senior Secured Notes
       due 2019 of the Offerors; and

   (b) concurrent solicitations by EFH Corp. and the Offerors of
       consents from holders of Existing First Lien Notes to
       proposed amendments to the indentures governing the
       Existing First Lien Notes and to such Existing First Lien
       Notes.

As of the Early Tender Date, EFH Corp. had received the requisite
Consents to adopt the Proposed Amendments, although Consents
delivered may be revoked at any time at or prior to 5:00 p.m., New
York City time, on Jan. 24, 2013.

EFH Corp. also announced the results as of the Early Tender Date
of the Offerors' previously announced offers to exchange up to
approximately $124 million aggregate principal amount of new
11.25%/12.25% Senior Toggle Notes due 2018 of the Offerors for any
and all outstanding (i) 10.875% Senior Notes due 2017 of EFH Corp.
and (ii) 11.250%/12.000% Senior Toggle Notes due 2017 of EFH Corp.

The Exchange Offers for each series of Existing Notes will expire
at 5:00 p.m., New York City time, on Jan. 24, 2013.  The Consent
Solicitations for each series of Existing First Lien Notes will
expire on the Consent Date.  Tendered Existing Notes may be
withdrawn at any time at or prior to the Expiration Date and
Consents delivered may be revoked at any time at or prior to the
Consent Date.

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

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$42.73 billion in total assets, $51.90 billion in total
liabilities and a $9.16 billion total deficit.

                           *     *     *

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.

As reported by the TCR on Dec. 7, 2012,  Fitch Ratings has lowered
the Issuer Default Rating (IDR) of EFH to 'Restricted Default'
(RD) from 'CC'.  Fitch Ratings has deemed the recently concluded
exchange offer to exchange a portion of the LBO notes and legacy
notes at Energy Future Holdings Corp (EFH) for new 11.25%/12.25%
senior toggle notes due 2018 at Energy Future Intermediate Holding
Company LLC (EFIH) as a distressed debt exchange (DDE).

In the Dec. 28, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit ratings on EFIH,
TCEH, and EFCH to 'CC' from 'CCC'.

"We lowered to 'CC' from 'CCC' our corporate credit rating on EFH
subsidiary EFCH. EFCH guarantees TCEH's senior secured debt (which
includes the revolver) and so falls to 'CC' along with TCEH," S&P
said.


ENERGY SERVICES: Incurs $48.5-Mil. Net Loss in Fiscal 2012
----------------------------------------------------------
Energy Services of America Corporation filed on Dec. 28, 2012, its
annual report on Form 10-K for the fiscal year ended Sept. 30,
2012.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Energy Services' ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a forbearance arrangement with its lenders as a
result of continued noncompliance with certain debt covenants.

The Company reported a net loss of $48.5 million on $157.7 million
of revenue in fiscal 2012, compared with a net loss of
$5.3 million on $143.4 million of revenue in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$59.7 million in total assets, $53.3 million in total liabilities,
and stockholders' equity of $6.4 million.

A copy of the Form 10-K is available at http://is.gd/IyXZ97

Huntington, West Virginia-based Energy Services of America
Corporation  is a provider of contracting services to America's
energy providers, primarily the gas and electricity providers.


ENERGYSOLUTIONS INC: 1818 Master No Longer Owns Shares
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, 1818 Master Partners, Ltd., and its
affiliates disclosed that, as of Jan. 4, 2013, they do not
beneficially own any shares of common stock of  EnergySolutions,
Inc.  A copy of the filing is available for free at
http://is.gd/GFXwsu

                     About EnergySolutions, Inc.

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

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

                           *     *     *

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


ENERGYSOLUTIONS INC: Clint Carlson Discloses 8.8% Equity Stake
--------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Clint D. Carlson and his affiliates disclosed that, as
of Jan. 2, 2013, they beneficially own 7,950,600 shares of common
stock of EnergySolutions, Inc., representing 8.8% of the shares
outstanding.  A copy of the filing is available at
http://is.gd/eJNLvk

                     About EnergySolutions, Inc.

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

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

                           *     *     *

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


ENTERTAINMENT TECHNOLOGIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Entertainment Technologies, Inc.
        dba Legends Sports Pub & Grill
        dba Cart Wheel Casino & Liquor Store
        500 Deer Drive
        Great Falls, MT 59404

Bankruptcy Case No.: 13-60028

Chapter 11 Petition Date: January 9, 2013

Court: United States Bankruptcy Court
       District of Montana (Butte)

Debtor's Counsel: Gary S. Deschenes, Esq.
                  DESCHENES & SULLIVAN LAW OFFICES
                  P.O. Box 3466
                  Great Falls, MT 59403-3466
                  Tel: (406) 761-6112
                  E-mail: descheneslaw@dslawoffices.net

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

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

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

The petition was signed by Joseph E. McKenney, president.


EPICEPT CORP: Daniel Teper Presented at 6th Annual OneMedForum
--------------------------------------------------------------
Daniel Teper, chief executive officer of Immune Pharmaceuticals
presented at the 6th Annual OneMedForum, on Wednesday, Jan. 9,
2013, at 1:40 PM Pacific time at The Sir Francis Drake hotel in
San Francisco, California.  Mr. Teper presented a company
overview. The webcast of Mr. Teper's presentation will be
accessible within a few days and for the next 90 days at
http://www.epicept.com/

In November 2012, Immune Pharmaceuticals Ltd., a privately held
Israeli company, and EpiCept Corporation announced that they
entered into a definitive merger agreement.  The transaction is
anticipated to close during the first quarter of 2013 and is
subject to satisfaction of certain customary closing conditions,
including the approval of a majority of EpiCept shareholders.

                      About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany,
New Jersey, noted that the Company's recurring losses from
operations and stockholders' deficit raise substantial doubt about
its ability to continue as a going concern.

Epicept reported a net loss of $15.65 million in 2011, a net loss
of $15.53 million in 2010, and a net loss of $38.81 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed $2.86
million in total assets, $16.03 million in total liabilities and a
$13.16 million in total stockholders' deficit.


ERA GROUP: Moody's Corrects November 26 Rating Release
------------------------------------------------------
Moody's Investors Service issued a correction to the November 26,
2012 rating release of Era Group Inc.

Moody's assigned a B1 Corporation Family Rating (CFR) and a B1
Probability of Default Rating (PDR) to Era Group Inc. (Era), a
helicopter company which is currently a wholly owned subsidiary of
SEACOR Holdings Inc. (SEACOR, Ba3 stable. Moody's also assigned a
B2 rating to Era's planned offering of $200 million of senior
unsecured notes. Era will use the net proceeds from the note
offering to reduce the outstandings under its revolving credit
facility. The assigned ratings reflect SEACOR's intention to spin-
off Era to holders of SEACOR's common stock, as well as the
redemption of the Series B preferred stock held by SEACOR. The
outlook is stable.

"Era is a modest-sized helicopter company that has been rated at a
level consistent with its conservative growth plan," stated Stuart
Miller, Moody's Senior Credit Officer. "With its new stand-alone
status, Moody's future rating actions will be driven by
management's degree of success in executing this plan while
managing leverage lower."

RATINGS RATIONALE

Era's B1 Corporate Family Rating (CFR) reflects its relatively
small scale and lack of operating history as a stand-alone
company. Capitalization at the time of its spin-off from SEACOR
Holdings Inc. (Ba3 stable) will be relatively high with debt to
EBITDA estimated to be 4.8x. However, leverage is expected to
decline to below 4.0x by the end of 2013 as minimal capital
expenditure commitments will result in significant free cash flow
which Moody's expects to be used to reduce senior secured debt
outstandings. Era's fleet of helicopters is a mix of light, medium
and heavy duty helicopters that are used primarily to fly
personnel and small equipment to offshore production platforms and
drilling rigs. Roughly two-thirds of the fleet is deployed in the
Gulf of Mexico, a region with nearly 1,900 offshore production
platforms with helipads. This installed base of platforms
generates demand for helicopter services that is largely
independent from commodity price cycles. A portion of the
company's fleet is made available for lease to third parties, a
strategy that has been used to penetrate international markets
creating greater geographic diversity. The B1 rating also
considers Era's sticky customer relationships in the oil and gas
industry and its ability to remain profitable throughout commodity
price cycles.

Era's senior unsecured notes are rated B2, one notch below the B1
CFR using Moody's Loss Given Default Methodology. The company's
$200 million revolving credit facility is secured by all of the US
assets. The unsecured notes are notched one level below the CFR
reflecting its subordinated position in the capital structure. The
notching from the CFR could increase to two notches if a material
amount of the revolving credit facility is drawn down, reducing
the rating of the unsecured notes to B3.

Moody's has assigned a SGL-2 Speculative Grade Liquidity Rating to
Era to reflect its good liquidity. The company is expected to have
positive free cash flow through the end of 2014 and minimal usage
under its $200 million revolving credit facility that matures in
December 2016. The credit facility has maintenance covenants that
include a maximum leverage ratio of 5.0x and a minimum interest
coverage ratio of 3.0x. By Moody's estimates, Era will be able to
comfortably comply with these covenant requirements under its
current business plan. Periodically, Era sells older aircraft
using the proceeds to purchase newer equipment. The periodic sale
of equipment provides an additional source of liquidity for the
company.

The outlook is stable. Because of its small scale and limited
history operating as a stand-alone company, a rating upgrade is
unlikely in 2013. Once Era is more seasoned, Moody's would
consider an upgrade if leverage approaches 3.0x, EBITDA is over
$100 million, and if Moody's expected the company to continue to
generate free cash flow. The B1 CFR is predicated on an
expectation that leverage will be managed below 4.0x by mid 2013.
If leverage remains near 4.5x, a downgrade would be considered as
it represents a more aggressive financial policy than what is
currently envisioned.

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

Era Group Inc. has a fleet of 179 helicopters that are used to
provide transportation services primarily to the offshore oil and
gas industry. Era, currently a subsidiary of SEACOR Holdings Inc.,
is expected to be spun-off within the next few months. The company
is headquartered in Houston, Texas.


ESTATE OF BILLY WATSON: Case Summary & Unsecured Creditor
---------------------------------------------------------
Debtor: Estate of Billy Lee Watson
        c/o Karen Watson
        P.O. Box 21890
        Hilton Head Island, SC 29925

Bankruptcy Case No.: 13-00121

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Michael W. Mogil, Esq.
                  LAW OFFICE OF MICHAEL W. MOGIL, P.A.
                  2 Corpus Christie Place, Suite 303
                  Hilton Head Island, SC 29928
                  Tel: (843) 785-8110
                  Fax: (843) 785-9676
                  E-mail: mwmogil@aol.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wells Fargo Bank, NA                             $471,000
c/o Parker Poe Adams &
Bernstein, LLP
200 Meeting St., Ste. 301
Charleston, SC 29401-3156

The petition was signed by Barbara Karen Fuller Watson (aka Karen
Fuller Watson), personal representative.


FAIRWEST ENERGY: Obtains CCAA Relief Extension Order
----------------------------------------------------
FairWest Energy Corporation on Jan. 11 disclosed that it obtained
an Order on January 11, 2013 from the Court of Queen's Bench of
Alberta extending the stay of proceedings granting relief to
FairWest under the Companies' Creditors Arrangement Act to
February 11, 2013.

On January 3, 2013, the Company fulfilled the conditions precedent
in the debtor-in-possession financing agreement with Supreme Group
Inc. approved by the Court in the Initial Order granted December
12, 2012.  The DIP Financing provides the Compnay with financing
in the maximum amount of $700,000 during the CCAA proceedings.  In
accordance with the Initial Order granted by the Court on December
12, 2012, the DIP Financing ranks in priority to existing security
interests of the Company's creditors.

The terms and conditions of a restructuring plan have not yet been
determined.

                      About FairWest Energy

FairWest is a Calgary, Alberta based junior oil and gas company
engaged in the acquisition, exploration, development and
production of crude oil, natural gas and natural gas liquids in
the provinces of Alberta and Saskatchewan.


FIRST PLACE: Wilmington Trust Added to Creditors Committee
----------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, filed with the
U.S. Bankruptcy Court for the District of Delaware an amended list
of the Committee of Trust Preferred Securities in the Chapter 11
case of First Place Financial Corp.  The amendment reflected the
addition of Wilmington Trust Company, in its capacity as trustee
of First Place Capital Trust III.

The Committee now comprises:

      1. Wilmington Trust Company, as trustee of First Place
           Capital Trust III
         Attn: Peter Finkel
         50 South Sixth Street, Suite 1290
         Minneapolis, MN 55402
         Tel: (612) 217-5629
         Fax: (612) 217-5651

      2. Alesco Preferred Funding II, Ltd.
         c/o Cohen & Company Financial Management, LLC
           as Collateral Manager
         Attn: Peter Addei
         Cira Centre, 2929 Arch Street, 17th Floor
         Philadelphia, PA 19104
         Tel: (215) 701-9616

      3. U.S. Capital Funding I Ltd
         c/o Stone Castle Advisors, LLC
         Attn: Jim Brennan
         152 W. 57th Street, 35th Floor
         New York, NY 10019
         Tel: (212) 354-6500
         Fax: (212) 354-6565

     4. U.S. Capital Funding II, Ltd
        c/o EP Capital Solutions, LLC
        Attn: Patrick Korb, 399 Park Avenue, 10th Floor
        New York, NY 10022
        Tel: (212) 756-5395

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place bank
subsidiary isn't in bankruptcy.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to
Talmer Bancorp, Inc., absent higher and better offers.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel, and FTI Consulting, Inc., as financial advisor.
Donlin, Recano & Company, Inc. -- http://www.donlinrecano.com/--
is the claims and notice agent.

The Official Committee of Trust Preferred Securities tapped to
retain Kirkland & Ellis as counsel; Klehr Harrison Harvey
Branzburg as co-counsel; Holdco Advisors as financial advisor; and
Rothschild as investment banker and financial advisor.


FITZSIMONS PROMENADE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Fitzsimons Promenade LLC
        56 Steele Street
        Denver, CO 80206

Bankruptcy Case No.: 13-10146

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Pro se

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

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

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

The petition was signed by Eric Bush, managing member.


FORCE FUELS: Knight Capital Discloses 5.1% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Knight Capital Americas, LLC, disclosed that, as of
Dec. 31, 2012, it beneficially owns 695,588 shares of common stock
of Force Fuels, Inc., representing 5.14% based on outstanding
shares reported on the Company's Form 10-Q/A filed with the SEC on
Oct. 31, 2011.  A copy of the Schedule 13G is available at:

                        http://is.gd/1ynEWQ

                         About Force Fuels

Costa Mesa, Calif.-based Force Fuels, Inc.'s principal business
during the period ended Oct. 31, 2011, was the acquisition and
management of oil, gas and alternative energy operations.  The
Company's common shares are currently quoted on the OTC Pink
market of OTC Markets Group, Inc. under the trading symbol "FOFU."

The Company's balance sheet at Oct. 31, 2011, showed $1.06 million
in total assets, $1.42 million in total liabilities, and a
stockholders' deficit of $358,092.

As reported in the TCR on Dec. 6, 2011, Sadler, Gibb & Associates,
LLC, in Salt Lake City, Utah, expressed substantial doubt about
Force Fuels' ability to continue as a going concern, following the
Company's results for the fiscal year ended July 31, 2011.  The
independent auditors noted that the Company had accumulated losses
of $3.8 million as of July 31, 2011.

The Company had notified the SEC regarding the late filing of its
quarterly report on Form 10-Q for the period ended Jan. 31, 2012,
citing limited accounting staff and incomplete financial
statements.


FTMI REAL ESTATE: Use of Housing and Urban Cash Collateral Okayed
-----------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida authorized, on a final basis, FTMI
Real Estate, LLC, and FTMI Operator, LLC, to (1) use cash
collateral; (2) provide for a carve out for administrative
expenses of professionals approved by the Court and for creditors;
and (3) provide adequate protection of the U.S. Department of
Housing and Urban Development's interests in the prepetition
collateral.

The indebtedness on the note was $27,936,912 as of the Petition
Date.  HUD also has a security interest on all property at the
Debtor's facility pursuant to a valid UCC-1 and security
agreement.

Cash collateral will be utilized solely for ordinary course
operations of the facility, quarterly U.S. Trustee fees and
payment for the Ombudsman, Michael Karban.

Authority to use cash collateral will terminate upon the soonest
to occur of these events or conditions: (i) the effective date of
any Chapter 11 plan; (ii) the appointment of a Chapter 11 trustee
in any Chapter 11 case; (iii) any Chapter 11 case in converted to
a Chapter 7 case; (iv) the Court enters an order granting HUD
relief from the automatic stay or prohibiting the use of cash
collateral by Debtors.

As adequate protection from any diminution value of the lender's
collateral, the Debtor will grant HUD adequate protection liens in
all real and personal property of each Debtors, wherever located
and whether created, acquired or arising prior to, on or after the
Petition Date.

                       About FTMI Real Estate

FTMI Real Estate, LLC and FTMI Operator, LLC sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort
Lauderdale on Aug. 10, 2012.

FTMI Operator, which operates a health care business The Lenox on
The Lake, disclosed just $112,000 in assets and $31.98 million in
liabilities.  The LENOX -- http://www.thelenox.com-- is South
Florida's, newest state-of-the-art Assisted Living and Memory Care
community, which has a serene lakeside setting and wonderful
waterfront vistas.

FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec.
101(51B), scheduled $19.64 million in assets and $28.93 million
in liabilities.  The Debtor owns The Lenox on The Lake facilities
at 6700 Commercial Boulevard, in Lauderhill, Florida valued at
$13 million.  The Secretary of Housing Urban Development has a
$25.87 million claim secured by the property.

Thomas L. Abrams, Esq., Esq., at Gamberg & Abrams, in Ft.
Lauderdale, Fla., represents the Debtors as counsel.  Mark
Nunheimer serves as financial services consultant.


FTMI REAL ESTATE: Has Green Light to Hire Eisinger as Counsel
-------------------------------------------------------------
FTMI Real Estate, LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ Dennis J. Eisinger, Esq., of the law
firm of Eisinger, Brown, Lewis, Frankel & Chaiet, P.A., as special
counsel to perform legal services related to closing on the
Agreement to Purchase Assets in this case at an hourly rate of
$385.00 for Mr. Eisinger and $250.00 for Associates.

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

                      About FTMI Real Estate

FTMI Real Estate LLC and FTMI Operator LLC sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort
Lauderdale on Aug. 10, 2012.

FTMI Operator, which operates a health care business The Lenox on
The Lake, disclosed just $112,000 in assets and $31.98 million in
liabilities.  The LENOX -- http://www.thelenox.com-- is South
Florida's, newest state-of-the-art Assisted Living and Memory Care
community, which has a serene lakeside setting and wonderful
waterfront vistas.

FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec.
101(51B), scheduled $19.64 million in assets and $28.93 million
in liabilities.  The Debtor owns The Lenox on The Lake facilities
at 6700 Commercial Boulevard, in Lauderhill, Florida valued at
$13 million.  The Secretary of Housing Urban Development has a
$25.87 million claim secured by the property.


FTMI REAL ESTATE: Court Approves Richard Lundy as Accountant
------------------------------------------------------------
FTMI Real Estate, LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ Richard Lundy and Lundy Shacter,
Shulman & Kaplan, P.A. as accountant to assist and give advice to
the debtor with respect to tax and accounting matters, most
specifically complete the required tax returns and filing.

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

                      About FTMI Real Estate

FTMI Real Estate LLC and FTMI Operator LLC sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort
Lauderdale on Aug. 10, 2012.

FTMI Operator, which operates a health care business The Lenox on
The Lake, disclosed just $112,000 in assets and $31.98 million in
liabilities.  The LENOX -- http://www.thelenox.com-- is South
Florida's, newest state-of-the-art Assisted Living and Memory Care
community, which has a serene lakeside setting and wonderful
waterfront vistas.

FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec.
101(51B), scheduled $19.64 million in assets and $28.93 million
in liabilities.  The Debtor owns The Lenox on The Lake facilities
at 6700 Commercial Boulevard, in Lauderhill, Florida valued at
$13 million.  The Secretary of Housing Urban Development has a
$25.87 million claim secured by the property.


FTMI REAL ESTATE: Can Hire Reznick Group as Accountant
------------------------------------------------------
FTMI Real Estate, LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ Joshua Northcutt and Reznick Group,
P.C. as accountant to assist and give advice to the debtor with
respect to tax and accounting matters, most specifically complete
the required 2012 HUD Audit.

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

                      About FTMI Real Estate

FTMI Real Estate LLC and FTMI Operator LLC sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort
Lauderdale on Aug. 10, 2012.

FTMI Operator, which operates a health care business The Lenox on
The Lake, disclosed just $112,000 in assets and $31.98 million in
liabilities.  The LENOX -- http://www.thelenox.com-- is South
Florida's, newest state-of-the-art Assisted Living and Memory Care
community, which has a serene lakeside setting and wonderful
waterfront vistas.

FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec.
101(51B), scheduled $19.64 million in assets and $28.93 million
in liabilities.  The Debtor owns The Lenox on The Lake facilities
at 6700 Commercial Boulevard, in Lauderhill, Florida valued at
$13 million.  The Secretary of Housing Urban Development has a
$25.87 million claim secured by the property.


FREDERICK'S OF HOLLYWOOD: Five Nominees Elected to Board
--------------------------------------------------------
Frederick's of Hollywood Group Inc. held its annual meeting of
shareholders at its principal executive offices at 6255 Sunset
Boulevard, Hollywood, CA, on Jan. 8, 2013.

At the meeting, the Company's shareholders voted on two proposals.
The shareholders elected Peter Cole, John L. Eisel, William F.
Harley, Thomas J. Lynch and Milton J. Walters as  directors to
serve for the ensuing one-year period and until their successors
are elected and qualified.  The issuance of up to 28,405,331
shares of common stock to TTG Apparel, LLC, in accordance with the
terms of the Company's Series A Convertible Preferred Stock and
warrants issued to TTG Apparel, LLC, in May 2012, was aproved.

                   About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

The Company incurred a net loss of $6.43 million for the year
ended July 28, 2012, compared with a net loss of
$12.05 million for the year ended July 30, 2011.

The Company's balance sheet at Oct. 27, 2012, showed $42.66
million in total assets, $48.44 million in total liabilities and a
$5.77 million total shareholders' deficiency.


FUSION TELECOMMUNICATIONS: Amends 2011 Annual Report
----------------------------------------------------
Fusion Telecommunications International, Inc., filed an Amendment
No. 1 to its annual report on Form 10-K for the year ended
Dec. 31, 2011, which was originally filed with the U.S. Securities
and Exchange Commission on March 30, 2012, for the purpose of: (i)
providing the name and the conformed signature of Rothstein Kass
to their Report of Independent Registered Public Accounting Firm
in compliance with Rule 2-02(a) of Regulation S-X; and (ii) to
clarify certain disclosure in Note 16 to the consolidated
financial statements regarding claims and legal actions arising in
the ordinary course of business.  A copy of the amended Form 10-K
is available at http://is.gd/JJnD2M

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

The Company reported a net loss of $4.45 million in 2011, compared
with a net loss of $5.79 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $7.36
million in total assets, $20.24 million in total liabilities and a
$12.88 million total stockholders' deficit.

At June 30 2012, the Company had a working capital deficit of
$12.6 million and an accumulated deficit of $151.5 million.  The
Company has continued to sustain losses from operations and has
not generated positive cash flow from operations since inception.
Management is aware that its current cash resources are not
adequate to fund its operations for the remainder of the year.
During the six months ended June 30, 2012, the Company raised
approximately $1.1 million, net of expenses, from the sale of the
Company's equity securities.

In its audit report on the 2011 financial statements, Rothstein,
Kass & Company, P.C., in Roseland, New Jersey, noted that the
Company has had negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations that
raises a substantial doubt about their ability to continue as a
going concern.


GEA SEASIDE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: GEA Seaside Investment, Inc.
          aka GEA Seaside Investments, Inc.
        P.O. Box 265302
        Daytona Beach, FL 32118

Bankruptcy Case No.: 13-00165

Chapter 11 Petition Date: January 10, 2013

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

Debtor's Counsel: Scott W. Spradley, Esq.
                  LAW OFFICES OF SCOTT W. SPRADLEY, P.A.
                  P.O. Box 1
                  109 South 5th Street
                  Flagler Beach, FL 32136
                  Tel: (386) 693-4935
                  Fax: (386) 693-4937
                  E-mail: scott.spradley@flaglerbeachlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb13-00165.pdf

The petition was signed by Jack Aberman, president.


GIGGLES N HUGS: Incurs $215,000 Net Loss in Third Quarter
---------------------------------------------------------
Giggles N Hugs, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $214,768 on $333,037 of net sales for the
three months ended Sept. 30, 2012, compared with a net loss of
$198,148 on $291,190 of net sales for the same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $888,671 on $974,911 of net sales, compared with a net
loss of $899,732 on $824,960 of net sales for the same period of
2011.

According to the regulatory filing, the Company has recently
sustained operating losses and has an accumulated deficit of
$2.1 million at Sept. 30, 2012.  In addition, the Company has
negative working capital of $138,161, excluding non-cash prepaid
stock compensation of $328,400, at Sept. 30, 2012.

"The Company has and will continue to use significant capital to
grow and acquire market share.  These factors raise substantial
doubt about the ability of the Company to continue as a going
concern."

A copy of the Form 10-Q is available at http://is.gd/1s5nlx

Los Angeles-based Giggles N Hugs, Inc., is a family-friendly
restaurant with play areas for children 10 years and younger.  The
restaurant also features daily live entertainment and shows.

Currently, Giggles owns and operates one restaurant in the
Westfield mall in Century City, California, and a second
restaurant is currently in development in the Westfield mall in
Topanga, California.


GLOBAL AVIATION: Committee Counsel's Lowenstein Sandler LLP
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Global Aviation Holdings Inc., et al., notified the U.S.
Bankruptcy Court for the Eastern District pf New York that the law
practice of Lowenstein Sandler PC, its counsel, is now being
conducted by Lowenstein Sandler LLP in all of its offices
effective as of Jan. 1, 2013.  The firm's office addresses,
telephone and fax numbers and email addresses remain unchanged.

                       About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

The Debtors had a court-approved Chapter 11 plan, thanks to a
settlement with second-lien creditors and the unsecured creditors'
committee.  According to the report, the Debtor negotiated a plan
with senior lenders where secured noteholders owed $111.4 million
were to receive 75% ownership of the reorganized company.
Unsecured creditors and second-lien noteholders originally were to
receive nothing.


GLYECO INC: Buys Glycol-Related Assets of Evergreen for $258,000
----------------------------------------------------------------
GlyEco Acquisition Corp. #2, a wholly-owned subsidiary of GlyEco,
Inc., entered into an Asset Purchase Agreement with Evergreen
Recycling Co., Inc., and Thomas Shiveley, the selling principal of
Evergreen.

Evergreen operates a business located in Indianapolis, Indiana,
relating to processing recyclable glycol streams, primarily used
antifreeze, and selling glycol as remanufactured product.

Pursuant to the Agreement, Acquisition Sub purchased on Dec. 31,
2012, all of the glycol-related assets of Evergreen in
consideration for an aggregate purchase price of $258,000.

A copy of the Asset Purchase Agreement is available at:

                         http://is.gd/TacGdW

                          About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Jorgensen & Co., in Lehi, Utah, expressed substantial doubt about
GlyEco's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has not yet achieved
profitable operations and is dependent on the Company's ability to
raise capital from stockholders or other sources and other factors
to sustain operations.

The Company's balance sheet at Sept. 30, 2012, showed $1.55
million in total assets, $2.24 million in total liabilities and a
$685,243 total stockholders' deficit.


GMX RESOURCES: Amends Rights Plan with Computershare
----------------------------------------------------
GMX Resources Inc. and Computershare Trust Company, N.A., entered
into Amendment No. 3 to the Rights Agreement dated as of May 17,
2005, between GMX Resources Inc. and Computershare Trust Company,
N.A., as successor rights agent to UMB Bank, n.a., as Rights
Agent.

The Rights Amendment amends the Rights Plan such that the number
of preferred share purchase rights associated with each share of
common stock then outstanding, or issued or delivered after the
effective time of the Company's reverse stock split to be
effective on Jan. 3, 2013, Will not be proportionately adjusted in
accordance with the Rights Plan.  As a result, one right will
continue to be associated with each share of common stock after
giving effect to the Reverse Stock Split.  A copy of the Amended
Rights Agreement is available at http://is.gd/Azwc34

On Jan. 2, 2013, the Company executed an Amendment to Certificate
of Designation of Series A Junior Participating Preferred Stock.
The Designation Amendment amends the Certificate of Designation of
Series A Junior Participating Preferred Stock of the Company,
dated May 16, 2005, such that no adjustment will be made to the
Adjustment Number in connection with the Company's Reverse Stock
Split effective on Jan. 3, 2013.  A copy of the Amended
Certificate of Designation is available at http://is.gd/RJ4pp1

In connection with the Reverse Stock Split on Jan. 3, 2013, the
Company has given notices of adjustment to the Conversion Rate for
the Company's 5.0% Convertible Notes due 2013 and the 4.50%
Convertible Senior Notes due 2015.  The Conversion Rate for the
Company's 5.0% Convertible Notes due 2013 is adjusted from 30.7692
to 2.3669.  The Conversion Rate for the Company's 4.50%
Convertible Notes due 2015 is adjusted from 53.3333 to 4.1026.
The adjusted Conversion Rate for the 4.50% Convertible Notes
includes the correction of a scrivener's error in the supplemental
indenture that incorrectly transposed numerators and denominators
of "OS0/OS1" rather than the correct "OS1/OS0" in the formula.

                         About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets, $467.64 million in total liabilities and
a $124.49 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Oklahoma City-based
GMX Resources Inc. to 'CCC' from 'SD' (selective default).

"The rating on GMX Resources Inc. reflects our assessment of the
company's 'weak' liquidity, 'vulnerable' business risk, and
'highly leveraged' financial risk," said Standard & Poor's credit
analyst Paul Harvey.


GREENMAN TECHNOLOGIES: Incurs $4.5-Mil. Net Loss in Fiscal 2012
---------------------------------------------------------------
American Power Group Corporation, formerly known as GreenMan
Technologies Inc., reported a net loss of $500,000 on $775,000 of
net sales for the three months ended Sept. 30, 2012, compared with
a net loss of $1.79 million on $347,000 of net sales for the same
period during the prior year.

For the year ended Sept. 30, 2012, the Company reported a net loss
of $4.56 million on $2.63 million of net sales, compared with a
net loss of $6.81 million on $1.76 million of net sales during the
prior year.

The Company's balance sheet at Sept. 30, 2012, showed $9.09
million in total assets, $4.11 million in total liabilities and
$4.97 million in stockholders' equity.

Lyle Jensen, American Power Group Corporation's president and
chief executive officer, stated, "We are very pleased with the
progress we have made and the market leadership momentum we have
created during the past year with both our vehicular and
stationary dual fuel diesel engine solutions.  We continue to work
closely with the EPA to achieve approvals for additional Outside
Useful Life (OUL) and Inside Useful Life (IUL) vehicular
conversions.  APGI is currently a leader in vehicular EPA OUL
approvals with 88 engine families on four different OEM engine
platforms.  We expect to complete another 100 EPA OUL engine
family approvals on four additional OEM engine platforms before
the end of the second calendar quarter of 2013.  We will begin
testing for lower mileage IUL conversions at the University of
Houston in January which we anticipate will result in additional
IUL OEM engine platform approvals throughout the year."

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

                        http://is.gd/xKQNJT

                   About Greenman Technologies

Lynnfield, Mass.-based GreenMan Technologies, Inc. (OTC QB: GMTI)
through its two alternative energy subsidiaries, American Power
Group, Inc. ("APG") and APG International, Inc. ("APGI"), provides
a cost-effective patented dual fuel conversion technology for
diesel engines and diesel generators.

Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, issued a "going concern" qualification on the
consolidated financial statements for the fiscal year ended
Sept. 31, 2011, indicating that the Company has continued to incur
substantial losses from operations, has not generated positive
cash flows and has insufficient liquidity to fund its ongoing
operations that raise substantial doubt about the Company's
ability to continue as a going concern.


GREENWOOD FORGINGS: Updated Case Summary & Creditors' Lists
-----------------------------------------------------------
Lead Debtor: Greenwood Forgings, LLC
             2250 Thunderstick Dr., Suite 1203
             Lexington, KY 40505

Bankruptcy Case No.: 13-10027

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's Counsel: Duane David Werb, Esq.
                  WERB & SULLIVAN
                  300 Delaware Avenue, 10th Floor
                  Wilmington, DE 19801
                  Tel: (302) 652-1100
                  Fax: (302) 652-1111
                  E-mail: dwerb@werbsullivan.com

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

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

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
US Tool & Engineering, LLC             13-10028
   Assets: $500,001 to $1,000,000
   Debts: $1,000,001 to $10,000,000

The petitions were signed by George S. Homeister, chairman.

Affiliates that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Revstone Industries, LLC               12-13262   12/3/12
Spara, LLC                             12-13263   12/3/12

A. A copy of Greenwood Forgings' list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/deb13-10027.pdf

B. A copy of US Tool & Engineering's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/deb13-10028.pdf


GUIDED THERAPEUTICS: Completes CSA Requirements for LuViva
----------------------------------------------------------
Guided Therapeutics, Inc., has successfully completed third-party
testing of the LuViva(R) Advanced Cervical Scan.  This puts LuViva
in compliance with Canadian Standards Association (CSA)
requirements which, while not required for marketing in Canada,
are preferred by certain larger medical institutions.  It also
puts the company one step closer to applying the Edition 3 CE Mark
to LuViva.

"The completion of CSA standards certification is an independent
validation of the safety and integrity of LuViva's design," said
Mark L. Faupel, CEO and President of Guided Therapeutics, Inc.
"In addition to further opening up the Canadian market, the
certification documentation can be used as a basis for obtaining
regulatory approval and subsequent sales in certain Latin American
and Asian countries."

The testing for the certification was conducted in parallel with
CE Mark testing by SGS U.S. Testing Company, Inc. - a Nationally
Recognized Test Lab.  LuViva will carry the SGS USTC Mark for both
Canada and the U.S.

With all third-party testing complete, the remaining steps for the
Edition 3 CE Mark are to complete final mechanical tests and
submit for review final documentation, a process which is expected
to take a few weeks.  Guided Therapeutics plans to then
immediately apply the Edition 3 CE Mark to the LuViva in order to
support its international product launch in the first quarter of
2013.

LuViva currently has marketing approval from Health Canada and
received its first CE Mark, an ISO 60601 Edition 2 Notification,
in July.  Guided Therapeutics was awarded ISO 13485 certification
in January 2011.  Additionally, LuViva has been under U.S. Food
and Drug Administration Premarket review since Sept. 23, 2010.
After meetings with the FDA, the Company filed an amended PMA
application with the agency in November 2012.

                    About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company reported a net loss of $6.64 million in 2011, compared
with a net loss of $2.84 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$4.77 million in total assets, $2.64 million in total liabilities
and $2.12 million in total stockholders' equity.

In its report on the Company's 2011 Form 10-K, UHY LLP, in
Sterling Heights, Michigan, noted that the Company's recurring
losses from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

"At September 30, 2012, the Company had working capital of
approximately $607,000 and it had stockholders' equity of
approximately $2.0 million, primarily due to the recurring losses,
offset in part by the recognition of the warrants exchanged as
part of the Warrant Exchange Program.  As of September 30, 2012,
the Company was past due on payments due under its notes payable
in the amount of approximately $406,000.

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the first quarter of 2013, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under its development agreement with Konica Minolta and
additional NCI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection."


H&M OIL: Wants Access to Funds from Oil and Gas Related Activities
------------------------------------------------------------------
H&M Oil and Gas, LLC, et al., ask, in an amended motion, the U.S.
Bankruptcy Court for the Northern District of Texas for a second
interim authorization to use cash collateral.  The Debtors seek
the use of funds generated from oil and gas related activities to
pay the reasonable and necessary expenses, on an interim basis,
pending confirmation of the plan of reorganization to be filed in
the case.  The use of cash collateral as requested by the Debtors
does not include any prepetition expenses, payment of H&M's
professionals or other expenses which are not absolutely necessary
for the continued operation of their business.

                      Cash Collateral Default

The Debtors note that they filed a lawsuit seeking the entry of a
declaratory judgment seeking a declaration from the Bankruptcy
Court that H&M is not in default, that Hibernia Holdings LLC's
notice of non-consent is ineffective and for other relief.

Prospect Capital Corporation has filed a second motion for relief
from stay and a second motion to appoint a Chapter 11 trustee.
Prospect declared a default under the cash collateral order issued
in the case and is seeking to obtain stay relief based on the
events related to the Hibernia Holdings LLC's notice of non-
consent and, in addition, claims that it was not aware of the
subcontract agreement.

Scattered Corp. has asserted that Prospect's notice of default on
Oct. 5, 2012 is a default under its Debtor in Possession
financing.  H&M has approached Prospect to request the use of cash
collateral to pay certain expenses.  Prospect only agreed to allow
H&M to use cash collateral to pay an electric bill and the
adequate protection payment to Prospect.

                          About H&M Oil

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.  H&M Oil
disclosed $297,119,773 in assets and $77,463,479 in liabilities as
of the Chapter 11 filing.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.  Lain Faulkner & Co., PC, serves as financial adviser.

Prospect Capital Corporation, the Debtors' lone secured creditor,
is represented in the case by Timothy A. Davidson II, Esq., and
Joseph P. Rovira, Esq., at Andrews Kurth LLP.  The U.S. Trustee
has not appointed a creditors' committee.

The Debtor's Plan dated Oct. 12, 2012, is designed to pay lender
Prospect Capital Corp. by delivery of crude oil rather than cash.


HAMPTON CAPITAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hampton Capital Partners, LLC
        dba Gulistan Carpet
        P.O. Box A
        Aberdeen, NC 28315

Bankruptcy Case No.: 13-80015

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       Middle District of North Carolina (Durham)

Judge: Catharine R. Aron

Debtor's Counsel: 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

Scheduled Assets: $27,843,986

Scheduled Liabilities: $50,758,831

The petition was signed by Peter J. Kruyer, CFO.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Koch Fibers C.V. dba      balance on             $9,115,733
Invista S.A.R.L.          unsecured note
Attn: Managing Agent      assumed on 2003
P.O. Box 405885           acquisition
Atlanta, GA 30384-5885

Alliance Distribution     goods/services         $975,744
Inc.
Attn: Managing Agent
P.O. Box 128
Dalton, GA 30722-0128

Ascend Performance        goods/services         $594,716
Materials
Attn: Managing Agent
600 Travis St., Ste 300
Houston, TX 77002-2929

Westpoint Home Inc.       goods/services         $320,875
Attn: Dept 0797
PO Box 120797
Dallas, TX 75312-0797

Mallard Creek             goods/services         $267,948
Polymers Inc.
Attn: Managing Agent
14700 Mallard Creek Rd
Charlotte, NC 28262

Propex Operating          goods/services         $248,714
Company LLC
Attn: Managing Agent
3902 Paysphere Drive
Chicago, IL 60674

Best Dedicated LLC        goods/services         $225,675
Attn: Managing Agent
829 Graves Street
Kernersville, NC 27284

Norville Industries       goods/services         $219,063
Attn: Managing Agent
PO Box 608
Dalton, GA 30722-0608

CCA Global                rebate claim           $209,193
Attn: Managing Agent
PO Box 538030
Atlanta, GA 30353

Dixie Group Inc., The     goods/services         $189,329

Xpress Global Systems     goods/services         $180,688

National Floorcovering    rebate claims          $152,874
Alliance

Canada Revenue Agency     sales tax              $125,000

Carolina Power & Light    goods/services         $100,877
Company

Dream Weaver              goods/services         $91,065
Industries Inc.

ETEX America Inc.         goods/services         $73,314

Mega Force Staffing       goods/services         $53,025
Group Inc.

Epic Enterprises Inc.     goods/services         $50,812

HESS Corp.                goods/services         $50,000

O-N (Chemstone)           goods/services         $49,728
Company


HANDY HARDWARE: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Handy Hardware Wholesale, Inc.
        8300 Tewantin Drive
        Houston, TX 77061

Bankruptcy Case No.: 13-10060

Chapter 11 Petition Date: January 11, 2013

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

Judge: Mary F. Walrath

Debtor's Counsel: Amanda Marie Winfree, Esq.
                  ASHBY & GEDDES, P.A.
                  500 Delaware Avenue
                  8th Floor, P.O. Box 1150
                  Wilmington, DE 19899
                  Tel: (302) 654-1888
                  Fax: (302) 654-2067
                  E-mail: awinfree@ashby-geddes.com

                         - and ?

                  Gregory Alan Taylor, Esq.
                  Ashby & Geddes, P.A.
                  500 Delaware Avenue
                  8th Floor, P.O. Box 1150
                  Wilmington, DE 19899
                  Tel: (302) 654-1888
                  Fax: (302) 654-2067
                  E-mail: bankruptcy@ashby-geddes.com

                         - and ?

                  Stacy L. Newman, Esq.
                  Ashby & Geddes, P.A.
                  500 Delaware Avenue
                  8th Floor, P.O. Box 1150
                  Wilmington, DE 19899
                  Tel: (302) 654-1888
                  Fax: (302) 654-2067
                  E-mail: snewman@ashby-geddes.com

                         - and ?

                  William Pierce Bowden, Esq.
                  Ashby & Geddes, P.A.
                  500 Delaware Avenue
                  8th Floor, P.O. Box 1150
                  Wilmington, DE 19899
                  Tel: (302) 654-1888
                  Fax: (302) 654-2067
                  E-mail: wbowden@ashby-geddes.com

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

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

The petition was signed by Thomas J. Schifanella, Jr., president.

Debtor's List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
American Water Heater Company      Trade                $1,402,322
P.O. Box 4056
Johnson City, TN 37602-4056

Southwire Company                  Trade                  $620,645
One Southwire Drive
Carrollton, GA 30119

Averitt Express, Inc.              Contract               $611,589
P.O. Box 3145
Cookeville, TN 38502-3145

Charlotte Pipe & Foundry Co.       Trade                  $385,260
P.O. Box 35430
Charlotte, NC 28235-5430

Steelworks Corp/Hillman            Trade                  $383,252
4661 Monaco Street
Denver, CO 80216

Primesource, Inc.                  Trade                  $365,184
7921 S W 34th
Wheatland, OK 73097-0524

Yeti Coolers                       Trade                  $323,458
275 Lotus Circle
Austin, TX 78737

Koch Industries, Inc.              Trade                  $317,815
4200 Dahlberg Drive, #200
Minneapolis, MN 55422

Maurice Pincoffs International     Trade                  $316,916
24324 Network Place
Chicago, IL 60673-1324

Trans Power Corporation            Contract               $258,728
P.O. Box 1011

Columbus, MS 39703

Great Neck Saw Mfrs., Inc.         Trade                  $248,436

Black & Decker Accessories         Trade                  $248,170

Poly-Flex, Inc.                    Trade                  $247,501

Flotec                             Trade                  $246,469

Bonsal American                    Trade                  $230,879

Midwest Fastener Corp.             Trade                  $225,786

Barnett & Hardware Express         Trade                  $217,681

Cantech Industries, Inc.           Trade                  $216,621

Linzer Products Corp.              Trade                  $207,777

Irwin Industrial Tool Company      Trade                  $207,433

Packaging Service Company          Trade                  $205,707

Smith-Cooper International         Trade                  $196,072

Safety Works, LLC                  Trade                  $193,289

Bengal Products, Inc.              Trade                  $192,739

Apex Tool Group/Cooper Tools       Trade                  $189,053

Eaton Corporation                  Trade                  $187,561

Regent/Cooper Lighting             Trade                  $183,265

Quikrete Companies, The            Trade                  $180,908

GE Consumer & Industrial           Trade                  $180,361

Milwaukee Electric Tool Corp.      Trade                  $179,787


HAWKER BEECHCRAFT: DIP Loans End Date Extended to Feb. 28
--------------------------------------------------------
Hawker Beechcraft, Inc., et al., reached an agreement with the
lenders on a two and a half month extension of its DIP facility
and thus asked the U.S. Bankruptcy Court for the Southern District
of New York to authorize an amendments to the credit agreements..

Lenders led by Credit Suisse AG, Cayman Islands, Brand, as
administrative agent and collateral agent, lenders agreed to make
loans to the Debtors up to an aggregate of $400 million on a
postpetition, secured basis.

The DIP Credit Agreement was to terminate on Dec. 15, 2012.  In
anticipation of the Debtors' new anticipated emergence date, the
Debtors began negotiations with the DIP Agent and the DIP Lenders
to extend the termination date of the DIP Credit Agreement from
Dec. 15, to Feb. 28, 2013.  After extensive arm's-length
negotiations, more than 90% of the DIP Lenders consented to the
DIP Amendment.

The salient terms of the DIP Amendment are:

Scheduled Termination Date:          The date will be extended
                                     from Dec. 15, to Feb. 28.

Deadline for Confirmation of a Plan
of Reorganization by the Court:      The deadline will be
                                     extended from Dec. 15, to
                                     Jan. 31.

Expenses:                            The Debtors will reimburse
                                     the DIP Agent for its
                                     reasonable, documented, out-
                                     of-pocket expenses in
                                     connection with the DIP
                                     Amendment.

                      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%.

The Court approved the Disclosure Statement filed in connection
with the company's Joint Plan of Reorganization.


HCC CABINETS: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: HCC Cabinets Inc.
        3810 Liberty Avenue
        North Bergen, NJ 07047

Bankruptcy Case No.: 13-10312

Chapter 11 Petition Date: January 7, 2013

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

Judge: Rosemary Gambardella

Debtor's Counsel: Barry Scott Miller, Esq.
                  70 Clinton Avenue
                  Newark, NJ 07114
                  Tel: (973) 216-7030
                  Fax: (973) 824-2446
                  E-mail: bmiller@barrysmilleresq.com

Estimated Assets: $0 to $50,000

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Colfaxco Properties, L.P.                        $1,364,782
c/o Carlet, Garrison,
Klein & Zaretsky
1135 Clifton Avenue
POB 2666
Clifton, NJ 07015-2666

The petition was signed by Sergio A. Zequeria, president.


HD SUPPLY: Had $639 Million Net Loss in Fiscal 2012
---------------------------------------------------
HD Supply, Inc., reported that for the 12 months ended Oct. 28,
2012, the Company generated $7.7 billion in net sales and $631
million of Adjusted EBITDA.  The Company's results for the two
months ended Dec. 23, 2012, reflect revenue of approximately $1.19
billion and Adjusted EBITDA of approximately $81 million.

EBITDA, a measure used by management to evaluate operating
performance, is defined as Net income (loss) less Income (loss)
from discontinued operations, net of tax, plus (i) Interest
expense and Interest income, net, (ii) Provision (benefit) for
income taxes, and (iii) Depreciation and amortization.  Adjusted
EBITDA is defined as EBITDA adjusted to exclude non-cash items and
certain other adjustments to Consolidated Net Income.

The Company's results in November and December were driven in
large part by strong performance of sales initiatives,
particularly at Facilities Maintenance, Waterworks, Power
Solutions and White Cap.

The Company incurred a net loss of $639 million for the 12 months
ended Oct. 28, 2012.  For the two months ended Dec. 23, 2012, the
Company incurred a net loss of $123 million, compared with a net
loss of $104 million for the two months ended Dec. 25, 2011.

A copy of the regulatory filing is available at:

                         http://is.gd/XoM7ss

                           About HD Supply

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

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of
net sales for the year ended Jan. 31, 2010.

The Company's balance sheet at Oct. 28, 2012, showed $7.67 billion
in total assets, $8.55 billion in total liabilities and a
stockholders' deficit of $881 million.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.

"This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017," Moody's said.

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


HD SUPPLY: To Offer $650 Million of Senior Subordinated Notes
-------------------------------------------------------------
HD Supply, Inc., intends to commence a private offering of
$650,000,000 of Senior Subordinated Notes due 2021.  There can be
no assurance that the proposed offering of Notes will be
completed.

HD Supply intends to use the proceeds from the sale of the Notes
to redeem a portion of its outstanding 13.5% Senior Subordinated
Notes due 2015 and to pay related fees and expenses.

The Notes will be offered in a private offering exempt from the
registration requirements of the United States Securities Act of
1933, as amended.  The Notes will be offered only to qualified
institutional buyers pursuant to Rule 144A and to certain persons
outside the United States pursuant to Regulation S, each under the
Securities Act.

The Notes will not be and have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements.

                           About HD Supply

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

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of
net sales for the year ended Jan. 31, 2010.

The Company's balance sheet at Oct. 28, 2012, showed $7.67 billion
in total assets, $8.55 billion in total liabilities and a
stockholders' deficit of $881 million.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.

"This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017," Moody's said.

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


HD SUPPLY: Prices Offering of $950 Million Sr. Subordinated Notes
-----------------------------------------------------------------
HD Supply, Inc., has priced a private offering of $950,000,000 of
10.50% Senior Subordinated Notes due 2021.  The offering of Notes
is expected to close on Jan. 16, 2013, and is subject to customary
closing conditions.

HD Supply intends to use the proceeds from the sale of the Notes
to redeem all of its outstanding 13.5% Senior Subordinated Notes
due 2015 at a price of 103.375% plus accrued and unpaid interest
thereon to the redemption date and (together with cash on hand) to
pay related fees and expenses.  HD Supply issued a Notice of
Conditional Full Redemption for the Senior Subordinated Notes.
The redemption date is anticipated to be Feb. 8, 2013, and the
redemption of the Senior Subordinated Notes is conditioned
primarily on the closing of the offering of Notes.

The Notes were offered in a private offering exempt from the
registration requirements of the United States Securities Act of
1933, as amended.  The Notes were offered only to qualified
institutional buyers pursuant to Rule 144A and to certain persons
outside the United States pursuant to Regulation S, each under the
Securities Act.

The Notes will not be and have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements.

                           About HD Supply

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

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of
net sales for the year ended Jan. 31, 2010.

The Company's balance sheet at Oct. 28, 2012, showed $7.67 billion
in total assets, $8.55 billion in total liabilities and a
stockholders' deficit of $881 million.

                           *     *     *

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

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


HELIX ENERGY: Moody's Corrects December 12 Rating Release
---------------------------------------------------------
Moody's Investors Service issued a correction to the December 12,
2012 rating release of Helix Energy Solutions Group, Inc.

Revised release follows:

Moody's upgraded Helix's Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) to B1 from B2 and affirmed the
senior secured bank credit facility rating at Ba2 and the senior
unsecured rating at B3. Helix's Speculative Grade Liquidity Rating
was raised to SGL-1 from SGL-2. The outlook is stable.

"The upgrade reflects the recent steps Helix has taken to
streamline its business plan and to increase its focus on the well
intervention business," according to Stuart Miller, Moody's Vice
President -- Senior Credit Officer. "As industry activity levels
increase in the deep water and ultra-deepwater, Helix is well-
positioned to be a direct beneficiary as a pioneer in the offshore
well intervention space."

RATINGS RATIONALE

Helix's B1 CFR reflects the company's exposure to the cyclical
oilfield services business as well as its exposure to commodity
price cycles through its investment in oil and natural gas
production. In the oilfield services business, Helix has
significant earnings concentration within a finite group of assets
that generate the majority of the company's oilfield services cash
flow. This lack of asset diversity is mitigated by the company's
very strong liquidity position and solid credit metrics. At
September 30, Helix reported over $1 billion of available
liquidity while Moody's expects Helix's ratio of debt to EBITDA to
range between 2.0x and 2.5x through the end of 2013. In addition,
Helix has a healthy backlog of demand for its major well
intervention assets through the end of 2013 which should
contribute to high utilization rates.

Helix's recent announcement that it has agreed to sell its pipe
lay vessels is viewed as a credit positive event. These vessels
were under-utilized and the sales proceeds are expected to be
invested in the company's more profitable well intervention and
robotics businesses - areas with significant growth prospects.
Helix's ratings also incorporate the uncertainty surrounding the
possibility of a sale of its oil and gas business. Such a sale
would result in a material reduction in EBITDA and would likely
cause a concurrent increase in the company's debt to EBITDA ratio,
although the impact of short term commodity price fluctuations
would be greatly reduced.

Helix's SGL-1 Speculative Grade Liquidity Rating reflects Moody's
expectation for very good liquidity through the end of 2013. As of
September 30, Helix had nearly $600 million in cash and about $450
million of availability under its $600 million revolving credit
facility that matures in July 2015. Despite significant capital
expenditure commitments in 2013, Moody's projects that Helix will
be able operate within its cash flow and cash balances. Helix was
comfortably in compliance with all of its maintenance covenants at
September 30, and is projected to remain so for the next twelve to
fifteen months. The credit facility is secured by essentially all
of the company's assets. However, certain assets, including the
pipe lay vessels being sold, are carved out as permitted asset
sales which can provide an additional source of capital to repay
debt and make investments in new well intervention assets.

Moody's ratings outlook is stable. An upgrade would be considered
once leverage is reduced to below 2.0x, a conservative level that
is intended to offset the earnings concentration risk in the
company's asset base. Should the company sell its oil and gas
assets, it could be a trigger for an upgrade depending on the
price received and if the proceeds are used to reduce term debt.
Without the benefit of the more robust, but volatile, cashflow
from the oil and gas business, Helix could be considered for an
upgrade at a higher ratio of debt to EBITDA - perhaps at 3.5x
which compares to Moody's pro forma estimate of 4.1x as of the end
of September. Alternatively, a downgrade is possible if Helix's
leverage increases from its current level of about 2.4x and
exceeds 3.5x on a status quo basis. Assuming a sale of the oil and
gas assets, Helix's remaining more durable cash flow could support
a higher leverage ratio. However, leverage sustained above 4.5x
would likely trigger a downgrade.

Under Moody's Loss-Given-Default (LGD) methodology, Helix's senior
secured bank debt is rated Ba2 (two notches above the B1 CFR) and
the senior unsecured notes are rated B3 (two notches below the
CFR). The double notching is caused by the magnitude of senior
secured debt in relation to the amount of unsecured debt in the
company's capital structure. As of September 30, Helix had $100
million drawn under its $600 million senior secured revolving
credit facility and $369 million of senior secured term loans
outstanding. This secured debt is structurally superior to the
company's $275 million of senior unsecured notes and $358 million
of convertible senior notes.

The principal methodology used in rating Helix was the Global
Oilfield Services Rating Methodology, published December 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Helix Energy Solutions Group, Inc. is an offshore, oilfield
service company headquartered in Houston, Texas.


HILLTOP FARMS: Can Use First Bank Cash Collateral Until Feb. 28
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota
authorized Hilltop Farms, LLC, to use First Bank and Trust's cash
collateral to make contract-for-deed payments.

Use of the cash collateral is subject to these terms:

   1) related entity Hilltop Dairy, LLP will file a chapter 11
      petition in this district by Dec. 31, 2012, and Hilltop
      Dairy, LLP may pay a retainer, not to exceed $20,000 to
      attorney David C. McLaughlin;

   2) the Debtor and Hilltop Dairy, LLP will each file a plan
      before Hilltop Dairy, LLP's original exclusivity period for
      filing a plan expires, mid-April 2013, and timely seek
      confirmation, and the Debtor will file and give notice of an
      appropriate motion seeking an extension of its exclusivity
      periods to mirror the exclusivity periods established in
      Hilltop Dairy, LLP's case; and

   3) the bank will not freeze or offset any of Hilltop Dairy's
      accounts.

The Court approved an agreement between the Debtor and the bank
that authorized the Debtor's use of the bank's cash collateral
until Feb. 28, 2013.

Hilltop Dairy has consented to the parties' agreement.

The Debtor and bank also reported they had an agreement for the
Debtor's use of cash collateral on similar terms for March 1,
2013, through mid-April.

                     About Hilltop Farms, LLC

Elkton, South Dakota-based Hilltop Farms, LLC, owns properties in
Brookings County, South Dakota.  It filed a Chapter 11 petition
(Bankr. D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls,
South Dakota.  It disclosed assets of $13.1 million and
$13.5 million in liabilities as of Nov. 2, 2012.  Laura L. Kulm
Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as counsel to the
Debtor.  Judge Charles L. Nail, Jr., presides over the case.

Daniel M. McDermott, U.S. Trustee for Region 12, was unable to
form an official committee of unsecured creditors in the Debtor's
case.


HORNE INTERNATIONAL: Incurs $407,000 Net Loss in Sept. 23 Qtr.
--------------------------------------------------------------
Horne International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $407,000 on $1 million of revenue for the three
months ended Sept. 23, 2012, compared with a net loss of $315,000
on $1.46 million of revenue for the three months ended Sept. 25,
2011.

For the nine months ended Sept. 23, 2012, the Company reported a
net loss of $1.25 million on $3.40 million of revenue, compared
with net income of $158,000 on $3.81 million of revenue for the
nine months ended Sept. 25, 2011.

The Company's balance sheet at Sept. 23, 2012, showed $997,000 in
total assets, $2.66 million in total liabilities, and a
$1.66 million total stockholders' deficit.

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

                         http://is.gd/3VBmzz

                      About Horne International

Fairfax, Va.-based Horne International, Inc., is an engineering
services company focused on provision of integrated, systems
approach based solutions to the energy and environmental sectors.

The Company reported a net and total comprehensive loss of
$121,000 on $5.68 million of revenue for the 12 months ended
Dec. 25, 2011, compared with a net and total comprehensive loss of
$1.04 million on $3.43 million of revenue for the 12 months ended
Dec. 26, 2010.

In its audit report accompanying the 2011 financial statements,
Stegman & Company, in Baltimore, Maryland, expressed substantial
doubt as to the Company's ability to continue as a going concern.
The independent auditors noted that the Company has experienced
continuing net losses for each of the last four years and as of
Dec. 25, 2011, current liabilities exceeded current assets by
$900,000.


HOSTESS BRANDS: Selects Flower Foods as Stalking Horse Bidder
-------------------------------------------------------------
Hostess Brands Inc. on Jan. 11 disclosed that the Company has
selected Flowers Foods, Inc. as the stalking horse bidder for the
majority of the assets related to the Company's bread business,
including the Butternut, Home Pride, Merita, Nature's Pride and
Wonder brands.

The agreement includes, in addition to the brands, 20 bakeries, 38
depots and other assets.  The purchase price consists of $355
million in cash (increased to $360 million if certain license
rights are included in the sale).  The Company's remaining bread
brands, as well as its snack cake business, will be sold
separately.

Hostess has also selected Flowers as the stalking horse bidder for
the Company's Beefsteak bread brand.  The purchase price consists
of $30 million in cash for the brand.  The transaction does not
include facilities or additional assets.

Hostess has requested that the U.S. Bankruptcy Court for the
Southern District of New York authorize the Company to proceed
with an auction with the two Flowers proposals as the stalking
horse bids, provided the Company receives additional qualified
bids.  If approved, the stalking horse bids will serve as the
opening bids in the auction.  The final sales will be made to the
highest and best bidders at the auction, subject to Court
approval.

"We are pleased with the Flowers offers and look forward to a
robust auction process that will allow these iconic brands to
continue and to maximize value for all of the Company's
stakeholders," said Hostess Chairman and Chief Executive Officer
Gregory F. Rayburn.  "We also continue to negotiate with parties
interested in purchasing our snack cake business and remaining
bread brands and expect to select additional stalking horse
bidders as soon as reasonably practicable."

Hostess has asked the Court to order that the auction take place
on February 28 and that a Court hearing to authorize the sale to
the highest or otherwise best bidders commence on March 5.  The
schedule and the Flowers proposals are subject to Court approval.
A hearing to consider approval of the bid procedures motions is
scheduled for January 25.

Hostess selected the Flowers bids after Perella Weinberg Partners,
Hostess's financial advisor, conducted a bidding process that
involved contacting 169 potentially interested parties, 87 of
which signed confidentially agreements.

Jones Day provided legal advice to Hostess on the transaction.
Flowers was advised by Deutsche Bank and Kilpatrick Townsend.

                   Flowers Foods' Statement

One of the agreements provides for the purchase by Flowers of the
Wonder, Nature's Pride, Merita, Home Pride and Butternut bread
brands; 20 bakeries; and approximately 38 depots for a purchase
price of $360 million.  The other agreement provides for the
purchase by Flowers of the Beefsteak brand for $30 million.

The transactions are subject to a court-approved bankruptcy
process being initiated by Hostess.  If Flowers' "stalking horse"
bids are approved by the bankruptcy court, the bids would then be
subject to a competitive auction process to be held several weeks
from now.  The company would expect to close the transactions
shortly following court approval if it is selected as the winning
bidder.  The transactions also are subject to regulatory
clearance.

Flowers Foods has previously stated its interest in acquiring
certain Hostess assets should they become available.  "This
agreement is consistent with Flowers Foods' long-term growth
objectives to reach significantly more of the U.S. population with
its fresh breads, buns, and rolls," said George E. Deese, chairman
and chief executive officer of Flowers Foods.  "We believe these
assets would enhance our ability, over time, to provide more U.S.
consumers with quality baked foods at a good value through
existing and new retail and foodservice customers."

Based on the current bid price, Flowers Foods would expect the
transactions to be accretive to earnings in 2013.  Flowers Foods
plans to finance the transactions through a mix of available cash
on hand and debt.

                        About Flowers Foods

Headquartered in Thomasville, Ga., Flowers Foods, Inc. --
http://www.flowersfoods.com-- is the second-largest producer and
marketer of packaged bakery foods for retail and foodservice
customers in the United States with annual sales of more than $3
billion.  Flowers operates 44 bakeries that produce a wide range
of bakery products.  These products currently are sold through a
direct-store-delivery network with access to more than 70% of the
U.S. population in the East, South, and Southwest as well as in
certain markets in California.  Select Flowers products are sold
nationwide through customers' delivery systems.  Among the
company's top brands are Nature's Own and Tastykake.

                       About Hostess Brands

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

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

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

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

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

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

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

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


HOSTESS BRANDS: Has Forbearance From DIP Lenders Until June 30
--------------------------------------------------------------
Hostess Brands, Inc., and its affiliated debtors have entered into
a stipulation and consent order with Silver Point Finance, LLC,
the administrative and collateral agent under the Debtor-in-
Possession Credit, Guaranty and Security Agreement, dated as of
Jan. 12, 2012.

The DIP Facility was set to mature Jan. 12, 2013.  An Event of
Default will occur under the DIP Credit Agreement if the Loans are
not paid in full on the Maturity Date.

At the Debtors' request, the parties executed a Forbearance
Agreement, wherein the DIP Agent agreed, at the direction of the
Requisite Lenders, to forbear from exercising any rights and
remedies against the Borrowers, the Guarantors or the Collateral
under the DIP Credit Agreement, the other Credit Documents and/or
applicable law solely in connection with the occurrence and
continuance of the Potential Default.

The Forbearance Agreement will terminate and be of no further
force or effect at 10:00 am (EST) on the earlier of:

     (a) June 30, 2013;

     (b) subject to any relevant grace or cure periods set forth
in the DIP Credit Agreement and/or the Final DIP Order, the date
of the occurrence of any Event of Default other than the Potential
Default to the extent such Event of Default has not been cured or
waived in accordance with the DIP Credit Agreement and/or the
Final DIP Order;

     (c) three Business Days after the date of the occurrence of
any breach by any of the Borrowers or Guarantors of any material
term, condition, covenant or agreement contained in the Final
Winddown Order to the extent such breach has not been cured or
waived in accordance with the Final Winddown Order during such
three Business Day grace period;

     (d) three Business Days after the date of the occurrence of
any breach by any of the Borrowers or Guarantors of any material
term, condition, covenant or agreement to the extent such breach
has not been cured or waived during such three Business Day grace
period; or

     (e) the date on which any representation or warranty made by
any of the Borrowers or Guarantors will prove to be untrue in any
material respect.

Brian S. Hermann, Esq., Alan W. Kornberg, Esq., and Diane Meyers,
Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, represent
Silver Point.

                       About Hostess Brands

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

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

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

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

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

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

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

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


HOSTESS BRANDS: OK'd to Form Committee of Retired Employees
-----------------------------------------------------------
The Hon. Robert D. Drain of the Bankruptcy Court for the Southern
District of New York directed Hostess Brands, Inc., et al., to
appoint a Committee of Retired Employees.

According to the Debtors, retirees that are known by the Debtors
to have been formerly represented by the IBT, BCT, IAM, IBFO,
IUOE, OPEIU, RWDSU, UAW, UBCJA, UFCW and USW will be deemed to be
represented by their respective Union as their authorized
representative for purposes of Section 1114, and will not be a
member of any Retiree Committee appointed in the cases without
further order of the Court.

The Debtors will also provide a list to the Unions of all former
employees for whom the Debtors do not have records indicating
which Union may have represented the employees.  If a Union
believes that it is the representative for any person on the
Debtors' list, that Union must identify and advise the Debtors and
the U.S. Trustee that it represents the persons.

                       About Hostess Brands

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

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

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

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

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

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

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

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


HOSTESS BRANDS: Using Cash Collateral Until Jan. 25 Hearing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
signed a stipulation and agreed order approving a consensual
adjournment of the motion of Hostess Brands, Inc., et al., to use
cash collateral of Ace American Insurance Company nunc pro tunc as
of Nov. 1, 2012.

The stipulation was entered between the Debtors and ACE American
together with certain of its affiliates.  The stipulation provides
for, among other things:

   1. The hearing with respect to the cash collateral motion will
      be adjourned until the omnibus hearing to be held on
      Jan. 25, 2013, at 10 a.m.

   2. ACE's deadline to file an objection or otherwise respond to
      the cash collateral motion will be Jan. 18, at 4 p.m.

   3. At the request of the Debtors, ACE agrees that from Nov. 12,
      2012, until Jan. 25, ACE will use the ACE collateral to make
      deductible payments otherwise required of the Debtors under
      the ACE Insurance Program.

   4. ESIS may continue to debit the Debtors' accounts in order to
      make payments on account of claims under the Debtors' self
      insured workers compensation programs and their general
      liability insurance program.

                       About Hostess Brands

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

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

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

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

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

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

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

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


HOVNANIAN ENTERPRISES: State Street Discloses 12.2% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, State Street Corporation disclosed that, as
of Dec. 31, 2012, it beneficially owns 14,625,137 shares of common
stock of Hovnanian Enterprises Inc. representing 12.2% of the
shares outstanding.  SSGA Funds Management, Inc., beneficially
owns 13,001,396 common shares as of that date.  A copy of the
filing is available for free at http://is.gd/8f1lWu

                     About Hovnanian Enterprises

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

For the 12 months ended Oct. 31, 2012, the Company reported a net
loss of $66.19 million on $1.48 billion of total revenues,
compared with a net loss of $286.08 million on $1.13 billion of
total revenues for the same period a year ago.

The Company's balance sheet at Oct. 31, 2012, showed $1.68 billion
in total assets, $2.16 billion in total liabilities and a $485.34
million in total deficit.

                           *     *     *

As reported by the TCR on Nov. 7, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Hovnanian
Enterprises Inc. to 'CCC+' from 'CCC-' and removed it from
CreditWatch positive.

"We raised our corporate credit rating to reflect operating
performance that is better than we expected, resulting in
narrowing pretax losses," said credit analyst George Skoufis.  "It
also reflects improved liquidity following the recent debt
issuances that will extend the bulk of the company's 2016
maturities to 2020 and reduce its overall interest burden."

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

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

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


HYDROFLAME TECHNOLOGIES: Court Grants Relief from Involuntary
-------------------------------------------------------------
The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana granted Hydroflame Technologies,
L.L.C., relief from the involuntary petition filed on Aug. 24,
2012, by James E. Landry, Mayuri Murugesu and Dinaker Deshini.

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 $1,213,384 in assets and $3,331,980 in
liabilities as of the Chapter 11 filing.


ICEWEB INC: Incurs $6.5-Mil. Net Loss in Fiscal 2012
----------------------------------------------------
IceWEB, Inc., filed on Dec. 31, 2012, it annual report on Form
10-K for the fiscal year ended Sept. 30, 2012.

D?Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed
substantial doubt about IceWEB's ability to continue as a going
concern.  The independent auditors noted that the Company had net
losses of $6,485,048 for the year ended Sept. 30, 2012.

The Company reported a net loss of $6.5 million on $2.6 million of
sales in fiscal 2012, compared with a net loss of $4.7 million on
$2.7 million of sales in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $2.1 million
in total assets, $4.1 million in total current liabilities, and a
shareholders' deficit of $2.0 million.

A copy of the Form 10-K is available at http://is.gd/AA3lAQ

Sterling, Va.-based IceWEB, Inc., manufactures and markets
purpose-built appliances, network and cloud-attached storage
solutions and delivers on-line cloud computing application
services.  The Company's customer base includes U.S. government
agencies, enterprise companies, and small to medium sized
businesses (SMB).


INFINITY ENERGY: Reports $4.2 Million Net Income in 3rd Quarter
---------------------------------------------------------------
Infinity Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $4.18 million for the three months ended
Sept. 30, 2012, compared with a net loss of $871,420 for the same
period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $3.42 million, compared with net a net loss of $2.92
million for the same period a year ago.

The Company reported a net loss of $3.53 million in 2011, compared
with a net loss of $3.77 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $4.44
million in total assets, $6.61 million in total liabilities,
$12.13 million in redeemable, convertible preferred stock, and a
$14.30 million total stockholders' deficit.

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

                         http://is.gd/aqj0qO

                        About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.

Following the 2011 results, Ehrhardt Keefe Steiner & Hottman PC,
in Denver, Colorado, noted that the Company has suffered recurring
losses and has a significant working capital deficit, which raises
substantial doubt about its ability to continue as a going
concern.


INERGETICS INC: James DeLucia Named to Board of Directors
---------------------------------------------------------
Inergetics, Inc., appointed James DeLucia, as a director of the
Company, effective Dec. 26, 2012.

Mr. DeLucia is the Founder, President and CEO of AR James Media,
Inc., an award winning outdoor advertising and marketing firm that
owns and operates over 1,000 billboards across the New York/New
Jersey metro area.  AR James Media specializes in the outdoor
advertising business including transit shelters, junior billboards
and various other "out-of-home" mediums including large format and
digital.  Mr. DeLucia oversees AR James Media's state and
municipal programs including public biding and relationship
management with various government officials.  Mr. DeLucia started
his career on the floor of the New York Mercantile Exchange in
1989.  Mr. DeLucia became a member of two divisions of the Chicago
Board of Trade, COMEX in 1992 and NYMEX in 1999.  After
experiencing success as a futures and options broker, Mr. DeLucia
formed ALX Energy, Inc.  ALX Energy, Inc., was the premier futures
and options brokerage company for banks, hedge funds, utility
companies and other large institutions.  Mr. DeLucia's expert
skills and knowledge led ALX to obtain the record for the most
volume ever executed in the Natural Gas prop month close in the
history of the contract.

                          About Inergetics

Paramus, N.J.-based Inergetics, Inc., formerly Millennium
Biotechnologies Group, Inc., is a holding company for its
subsidiary Millennium Biotechnologies, Inc.  Millennium is a
research based bio-nutraceutical corporation involved in the field
of nutritional science.  Millennium's principal source of revenue
is from sales of its nutraceutical supplements, Resurgex Select(R)
and Resurgex Essential(TM) and Resurgex Essential Plus(TM) which
serve as a nutritional support for immuno-compromised individuals
undergoing medical treatment for chronic debilitating diseases.
Millennium has developed Surgex for the sport nutritional market.
The Company's efforts going forward will focus on sales of Surgex
in powder, bar and ready to drink forms.

The Company's balance sheet at Sept. 30, 2012, showed $1.11
million in total assets, $6.99 million in total liabilities, and a
$5.88 million total stockholders' deficit.

"However, the Company has a working capital deficit, significant
debt outstanding, incurred substantial net losses for the nine
months ended September 30, 2012 and 2011 and has accumulated a
deficit of approximately $81 million at September 30, 2012.  The
Company has not been able to generate sufficient cash from
operating activities to fund its ongoing operations.  There is no
guarantee that the Company will be able to generate enough revenue
and/or raise capital to support its operations in the future.
These factors raise substantial doubt about the Company's ability
to continue as a going concern," according to the Company's
quarterly report for the period ended Sept. 30, 2012.


INSPIREMD INC: Names Alan Milinazzo President and CEO
-----------------------------------------------------
InspireMD, Inc., appointed Alan W. Milinazzo President, Chief
Executive Officer, and a member of the board, effective Jan. 3,
2013.  He replaces Ofir Paz who previously announced his intention
to step down as Chief Executive Officer in September 2012 once a
successor was named.  Mr. Paz will continue to serve as a
director.

Mr. Milinazzo brings 15 years of experience in interventional
cardiology to bear on InspireMD's commercial strategy and
operations as it launches a major new embolic protection stent
technology platform, initially for patients undergoing emergency
coronary intervention for potentially fatal heart attacks.

He was instrumental in the launch of ENDEAVOR, Medtronic's first
drug eluting stent platform which has since generated more than $1
billion in revenue.  He previously spent 12 years in executive
positions at Boston Scientific Corporation, another major stent
producer, serving as Vice President of Marketing at its $200
million SCIMED European unit, responsible for product launches,
clinical programs and regulatory strategies.

Mr. Milinazzo most recently served as President and Chief
Executive Officer of Nasdaq-quoted Orthofix International, a
position he was promoted to in 2006 after being hired a year
earlier as Chief Operating Officer.  During his tenure at Orthofix
he transformed it into a category leader in novel spine and
orthopedic stem cell therapy.  Total company revenue grew from
$300 million to $580 million and profits nearly doubled.

"Alan brings an exceptional set of experiences to us as a proven
executive in the medical device field, particularly as relates to
interventional cardiology and stents specifically," said Sol J.
Barer, PhD, Chairman of InspireMD.  "He brings a long list of
strategically and commercially important accomplishments as a
public company executive, he has the right blend of domestic and
international experience for a company with our opportunities and
intentions, and a well-documented entrepreneurial drive that's
critical to success in managing the evolving needs and challenges
of an emerging company such as ours."

"I am delighted to join the young, professional and dedicated
management team at InspireMD which has brought the Company to the
current point of launching a major new entry in interventional
therapy," said Mr. Milinazzo.  "InspireMD's technology platform
can and will make important contributions in treating life
threatening vascular disease, while producing outstanding returns
to its investors."

Under the Employment Agreement, Mr. Milinazzo is entitled to an
annual base salary of at least $450,000.

In conjunction with Mr. Milinazzo's appointments and InspireMD's
intention to begin a registration trial for FDA approval of its
currently CE-marked MGuard Embolic Protection Stent, the Company
plans to establish a more formal operational presence in the U.S.

A copy of the Form 8-K is available at http://is.gd/ozRzN5

                           About InspireMD

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

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

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

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

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

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

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


ISC8 INC: Incurs $19.7-Mil. Net Loss in Fiscal 2012
---------------------------------------------------
ISC8 Inc. filed on Dec. 28, 2012, its annual report on Form 10-K
for the fiscal year ended Sept. 30, 2012.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about ISC8 Inc.'s
ability to continue as a going concern.  The independent auditors
noted that as of Sept. 30, 2012. the Company has negative working
capital of $10.1 million and a stockholders? deficit of
$35.4 million.

The Company reported a net loss of $19.7 million on $4.2 million
of revenues in fiscal 2012, compared with a net loss of
$15.8 million on $5.2 million of revenues in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $6.1 million
in total assets, $41.5 million in total liabilities, and a
stockholders' deficit of $35.4 million.

A copy of the Form 10-K is available at http://is.gd/0Od2gN

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.


J AND Y INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: J and Y Investment, LLC
        13714 SE 75th Street
        New Castle, WA 98059

Bankruptcy Case No.: 13-10218

Chapter 11 Petition Date: January 10, 2013

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

Judge: Karen A. Overstreet

Debtor's Counsel: Katriana L. Samiljan, Esq.
                  BUSH STROUT & KORNFELD, LLP
                  601 Union Street, Suite 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110
                  E-mail: ksamiljan@bskd.com

Scheduled Assets: $13,053,687

Scheduled Liabilities: $8,652,958

The petition was signed by Yong C. Kang, president of East of
Cascade, Inc., manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Department of Revenue              Sales Tax               $23,032
Audit Division
P.O. Box 4310
Bremerton, WA 98312-0310

First Western Properties -         Commission              $12,506
Tacoma, Inc.
6402 Tacoma Mall Boulevard
Tacoma, WA 98409

XO Communications                  Early Contract          $10,775
8851 Sandy Parkway                 Termination
Sandy, UT 84070

Puget Sound Energy                 Utility/Service          $7,854

Carrier Comm. Svc                  Hvac Service Agreement   $7,254

Thyssenkrupp Elevator Corp.        Elevator Service         $3,790

Real Janitorial Service, Inc.      --                       $3,250

Waste Management                   --                       $1,869
Federal Way Disposal

Cedar River Glass                  Replacement              $1,705

Scott K. Kang                      Payroll                  $1,620

Century Link Business Services     Phone and internet       $1,384

David S. Armeni                    Payroll                  $1,032

Plantscapes                        Landscaping                $904

Excel Supply Company               Janitorial Supplies        $740

Hurley Williams & Cook PS          --                         $666

McKinstry                          Repairs                    $518

Justina Meinecke                   Payroll                    $300

Illumination Services LLC          Lighting                   $142

US Bank                            Flex Perks Visa            $139

Mountain Mist                      --                         $124


JOURNAL REGISTER: Court Approves Feb. 15 Auction for Assets
-----------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York approved the bidding procedures for
the sale of substantially all of Journal Register Company, et
al.'s assets.

The Court also determined the stalking horse bid of 21st CMH
Acquisition Co. is a qualified bid, and 21st CMH will have the
right to credit bid all or part of its prepetition secured claims
at the auction.  If, as of the bid deadline, the only qualified
bid received by the Debtors is the Stalking horse bid, the debtors
will not conduct the auction and will instead seek approval of the
stalking horse bid at the sale hearing.

The Court also approved this schedule:

         Bid Deadline:               Feb. 11, 2013, at 4 p.m.

         Auction:                    Feb. 15, at 10 a.m., at the
                                     offices of Morgan, Lewis &
                                     Bockius LLP, 101 Park Avenue,
                                     New York City

         Objections:                 Feb. 14, at 5 p.m.

         Sale Hearing:               Feb. 21

         Cure Objection filed
         to the assumption and
         assignment of the Assigned
         Contracts:                  Feb. 8

A copy of the bidding procedures is available for free at
http://bankrupt.com/misc/JOURNALREGISTER_sale_order.pdf

                        Previous Objections

Landlord 5 Hanover Square Property Investors II, LLC, in its
objection, stated that certain portions of the Debtors' proposed
bid and sale procedures take away a landlord's right to evaluate,
and if appropriate, contest the ability of the successful bidder,
to demonstrate that it can provide adequate assurance of future
performance under real property leases.

The Pension Benefit Guaranty Corporation, an agency of the U.S.
Government and a creditor in the Debtors' cases, stated that the
bidding motion fail to take into account that a prospective bidder
may wish to assume the defined benefit pension plan sponsored by
Debtors.  Assumption of the pension plan may reduce claims against
the Debtors' estates, and provide benefits to a successful bidder.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


JUDO ASSOCIATES: Case Summary & 8 Unsecured Creditors
-----------------------------------------------------
Debtor: Judo Associates, LLC
        335-341 Canal Street
        New York, NY 10013

Bankruptcy Case No.: 13-10071

Chapter 11 Petition Date: January 9, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Sean H. Lane

Debtor's Counsel: Salvatore LaMonica, Esq.
                  LAMONICA HERBST & MANISCALCO
                  3305 Jerusalem Avenue
                  Wantagh, NY 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222
                  E-mail: sl@lhmlawfirm.com

Scheduled Assets: $1,230

Scheduled Liabilities: $9,395,598

A copy of the Company's list of its eight largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nysb13-10071.pdf

The petition was signed by Donald Fishoff, manager.


K-V PHARMACEUTICAL: Panel Balks at Noteholders Security Claims
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of K-V Discovery Solutions, Inc., et al., asks the U.S.
Bankruptcy Court for the Southern District of New York to declare
that the senior noteholders did not have a security interest in
the Makena Assets -- the right, title and interest to the
pharmaceutical product Makena(TM) (hydroxyprogesterone caproate
injection -- as of the Petition Date.

According to the Committee, the senior noteholders contended that
they had been granted a security interest in virtually all assets
relating to Makena when the senior notes were issued in March
2011.  The Committee is proceeding by motion, rather than
initiating an adversary proceeding, pursuant to the terms of the
DIP order.

A hearing on Jan. 23, 2013, at 11 a.m. has been set.  Objections,
if any, are due Jan. 14, at 4 p.m.

                     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.

The Plan provides that in full satisfaction, settlement, release
and discharge of the Allowed DIP Claims, on the Effective Date,
all Allowed DIP Claims will be paid in full in cash on the
Effective Date from the proceeds of the New First Lien Term Loan.


KENNEDY BROTHERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kennedy Brothers Contracting, Inc.
        P.O. Box 1287
        Huntsville, AL 35807

Bankruptcy Case No.: 13-80049

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Mary Rebecca Hill, Esq.
                  Stuart M. Maples, Esq.
                  MAPLES AND RAY, P.C.
                  401 Holmes Avenue NE
                  Suite H
                  Huntsville, AL 35801
                  Tel: (256) 489-9779
                  Fax: (256) 489-9720
                  E-mail: rhill@maplesandray.com
                          smaples@maplesandray.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/alnb13-80049.pdf

The petition was signed by Jeff Kennedy, owner/president.


KKR FINANCIAL: Fitch to Rate Preferred Stock Issuance at 'BB+'
--------------------------------------------------------------
Fitch Ratings expects to rate KKR Financial Holdings LLC's
cumulative perpetual preferred stock issuance 'BB+'. The preferred
issuance will be callable after a period of five years and will be
structurally subordinate to subordinated debt. Proceeds are
expected to be used for general corporate purposes, including
payments made in connection with the repurchase, redemption, or
conversion of its outstanding senior indebtedness. Fitch expects
to assign the issuance 50% equity credit.

At Sept. 30, 2012, KFN's holding company recourse leverage was
0.45x, in-line with Fitch's expectations. With this preferred
issuance, leverage will increase modestly, but is expected to
remain well below management's articulated ceiling of 1.0x.

RATING DRIVERS AND SENSITIVITIES

The Stable Outlook reflects Fitch's expectation that KFN will
continue to report stable asset quality and relatively consistent
core operating performance over the intermediate term, while
maintaining low leverage and solid liquidity, even with potential
declines in the fair value of portfolio investments given
volatility in the capital markets. The Outlook also incorporates
the expectation that KKR's willingness and ability to support KFN,
as needed, will remain unchanged.

Positive rating momentum could result from declines in leverage,
improved funding flexibility, and stronger liquidity. Conversely,
holding-company leverage above 1.0x, deterioration in asset
quality, weaker core earnings performance, outsized portfolio
losses, declines in liquidity, and/or a change in Fitch's view of
the relationship between KFN and KKR could yield negative rating
actions.

KFN is a specialty finance company that invests in financial
assets, including below investment-grade corporate debt, natural
resources, real estate, marketable equity securities, and private
equity, with the goal of generating both current income and
capital appreciation. The company completed its initial public
offering in 2005 and trades on the NYSE under the ticker KFN.

KFN is externally managed and advised by KKR Financial Advisors
LLC (KFA), a wholly owned subsidiary of KKR Asset Management LLC
(KAM), which is a wholly owned subsidiary of KKR & Co. L.P. KFA
receives a monthly base management fee equal to 1/12 of KFN
equity, as defined by its management agreement, multiplied by
1.75%, in addition to a quarterly incentive fee, if return hurdles
are met.

Fitch expects to assign the following rating:

KKR Financial Holdings LLC
-- Preferred Stock at 'BB+'.

Existing ratings for KFN are as follows:

KKR Financial Holdings LLC
-- Long-term Issuer Default Rating (IDR) at 'BBB';
-- Unsecured debt rating at 'BBB'.

The Rating Outlook is Stable.


KODIAK OIL: Moody's Assigns 'B3' Rating to Sr. Unsecured Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Kodiak Oil & Gas
Corp.'s (Kodiak) senior unsecured notes due 2021. Note proceeds
will be used to repay borrowings outstanding under Kodiak's first
lien credit agreement. The outlook is stable.

"The notes offering will provide additional liquidity for the
funding of Kodiak's continuing development and production growth
in the Bakken Shale," commented Andrew Brooks, Moody's Vice
President. "With oil comprising over 80% of production, Kodiak is
well placed to convert high oil prices into high cash margins, and
the company's acreage in the Bakken provides Kodiak with
substantial drilling potential for continued profitable growth."

Ratings assigned:

  Senior Unsecured Notes Rating, assigned B3, LGD4 (67%)

RATINGS RATIONALE

The B3 rating on the proposed $300 million of senior notes
reflects both the overall probability of default of Kodiak, to
which Moody's assigns a PDR of B2, and a loss given default of
LGD4 (67%). Kodiak's senior unsecured notes are subordinate to its
$450 million secured revolving credit facility's potential
priority claim to the company's assets. The size of the potential
claims relative to Kodiak's outstanding senior unsecured notes
results in the notes being rated one-notch below the B2 Corporate
Family Rating (CFR) under Moody's Loss Given Default Methodology.

Kodiak's B2 CFR reflects its emergence as a rapidly growing
moderately-sized oil producer in the prolific Bakken Shale, its
high quality asset base extensively weighted to crude oil and the
generous cash margins that its oil production enjoys. Well
completion setbacks experienced earlier in 2012 appear to have
been successfully remediated. The rating is restrained by Kodiak's
high debt leverage, which at September 30 exceeded $80,000 per Boe
of average daily production, although based on third quarter run
rate production volumes leverage would approximate $59,000 per
Boe. While Kodiak continues to outspend internally generated cash
during this growth phase, relative leverage measures are likely to
improve as crude oil production climbs.

Kodiak produced for sale 15.9 mBoe per day of hydrocarbons in
2012's third quarter, with crude oil comprising over 88% of its
salable production. The company expects a fourth quarter 2012 exit
rate of 27 mBoe per day , and 2013 production to average 29 -- 31
mBoe per day. At June 30, 2012, Kodiak's proved reserves totaled
70.1 million Boe (86% oil, 40% proved developed) reflecting a 76%
increase over year-end 2011 levels. Its 60% Proved Undeveloped
Reserves (PUDs) provide substantial drilling upside, and with
Bakken costs moderating and infrastructure bottlenecks subsiding
Moody's expects a continuation of strong cash margins with a
leveraged full-cycle ratio exceeding 2x reflected in ongoing
production gains.

Moody's expects Kodiak to have adequate liquidity through 2013, as
reflected by its SGL-3 Speculative Grade Liquidity rating. At
September 30, 2012, Kodiak had $115 million borrowed under its
secured borrowing base revolving credit facility, whose commitment
was increased from $375 million to the full amount of its $450
million borrowing base at year-end 2012. Kodiak's funds from
operations and revolving credit availability should adequately
cover 2013's $775 million capital spending budget. The revolver
requires Kodiak to maintain debt to EBITDAX of no more than 4.25x,
which at September 30 was 3.26x.

The stable outlook reflects Moody's view that Kodiak's production
will grow to a sustainable level approaching 30 mBoe per day in
2013 with negative free cash flow diminishing over the course of
the year. An upgrade could be considered if Kodiak reduces
financial leverage below $40,000 per Boe of average daily
production while attaining sustained production in excess of 35
mBoe per day and maintaining a leveraged full-cycle ratio above
2.25x. A downgrade could be considered if Kodiak re-encounters
well completion issues that result in stagnating production,
should improvements in relative debt leverage be reversed or
should it's leveraged full-cycle ratio drop below 1.5x.

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

Kodiak Oil & Gas is an independent exploration and production
company headquartered in Denver, Colorado.


KODIAK OIL: S&P Rates New $300MM Senior Unsecured Notes 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' senior
unsecured debt issue rating on Denver-based Kodiak Oil & Gas, and
at the same time assigned its 'B-' issue rating (one notch lower
than the corporate credit rating) to the company's proposed
$300 million senior unsecured notes due 2021.  The senior
unsecured recovery rating is '5', indicating S&P's expectation of
modest (10% to 30%) recovery in the event of a payment default.
The 'B' corporate credit rating on Kodiak and positive outlook are
unaffected.  The exploration and production company intends to use
proceeds to refinance borrowings under its credit facility.

The ratings on Kodiak Oil & Gas reflect S&P's view of its
"aggressive" financial risk profile, "vulnerable" business risk
profile, and "adequate" liquidity assessment.  These assessments
reflect the company's relatively small asset base and production
levels, lack of geographical diversification, and high spending
levels in excess of projected operating cash flows.  In addition,
S&P's assessment also includes the company's significant exposure
to strong crude oil prices, a favorable cost structure, and a
solid resource play acreage position.

RATINGS LIST

Kodiak Oil & Gas

Corporate credit rating                       B/Positive/--
Senior unsecured debt rating                 B-
Recovery rating                                 5

New Ratings

Proposed $300MM sr unsecd notes due 2021   B-
Recovery rating                                 5


LAUREATE EDUCATION: Moody's Says Incremental Loan Credit Neg.
-------------------------------------------------------------
Moody's Investors Service on Jan. 10 said that Laureate Education,
Inc.'s plan to issue a $250 million incremental senior secured
term loan due 2018 is a credit negative, but does not impact the
company's B2 corporate family rating, instrument ratings, or the
stable ratings outlook.

Laureate Education, Inc. is based in Baltimore, Maryland, and
operates a leading international network of accredited campus-
based and online universities with more than 60 institutions in 24
countries, offering academic programs to approximately 700,000
students through over 100 campuses and online delivery. Laureate
had revenues of approximately $3.4 billion for the twelve months
ended September 30, 2012.


LEHMAN BROTHERS: Asks for Court to Block Government Taxes on Deals
------------------------------------------------------------------
Lehman Brothers Holdings Inc. asked Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to block
governments from taking taxes on any deals it strikes with
buyers.

The court order sought by the company would direct any government
agency to accept any action or document tied to the company's
Chapter 11 plan without seeking taxes of any kind.  Such an order
would give buyers assurances that Lehman's transactions are free
from government intervention, the company said in a court filing.

Lehman is also asking the bankruptcy judge to free it from
sticking to a fixed schedule for paying creditors, according to
the court filing.

Chip Bowles -- cbowles@bgdlegal.com -- a bankruptcy lawyer with
Kentucky-based Bingham Greenebaum Doll LLP, said Lehman's claim
to be immune from taxes will draw a "counter-argument" from
governments seeking revenue partly because of the scale of its
liquidation, according to a January 8 report by Bloomberg News.

"Governments will certainly object as, given the current economic
situation of most state and local governments, tax dollars are
very precious," Bloomberg quoted Mr. Bowles as saying.

Mr. Bowles further said that Lehman is claiming that any asset
sales or transfers made now are protected under its plan even
though it is no longer in bankruptcy, and that the governments
might argue that the sales are taxable deals occurring long after
the plan won court approval.

"Lehman should not have an unlimited ability to sell or transfer
assets after a bankruptcy plan is confirmed without paying
taxes," Bloomberg News quoted Mr. Bowles as saying.

Objections to Lehman's request must be filed by January 23.  A
court hearing is set for January 30.

Lehman, which is selling assets to pay creditors another $32
billion by 2016, emerged from bankruptcy protection early last
year.  Since then, it has paid creditors almost $33 billion or
about 9 cents on the dollar, according to the report.

Among deals that will help Lehman to raise cash for payment to
creditors is the sale of Archstone Enterprise LP, the company's
biggest property holding.

Under the $6.5 billion deal, Lehman will receive nearly $2.69
billion in cash plus 34.5 million shares of Equity Residential's
stock and 14.9 million shares of AvalonBay Communities Inc.'s
stock that are worth about $3.8 billion combined.  The company
will have a 13.2% stake in AvalonBay and 9.8% stake in Equity
Residential after the deal.

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

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: CIBC Paying $149.5-Mil. to Settle Claim
--------------------------------------------------------
Canadian Imperial Bank of Commerce has agreed to pay US$149.5
million to settle a claim with the Lehman Brothers estate, the
Huffington Post Canada reported on Dec. 31.

The claims were filed against CIBC and other financial
institutions in September 14, 2010.  Lehman asserted the Toronto-
based bank was obliged to honor a commitment made under an
agreement prior to its bankruptcy filing.  Lehman, under the
complaint, sued to recover more than $3 billion it said it had
been deprived of due to its Chapter 11 filing.

CIBC originally reduced its obligation to zero and recognized a
US$841 million gain after Lehman filed for bankruptcy in
September 2008, when it had reduced to zero its financial
commitment related to a note issued by the CDO, according to the
Huffington Post report.  CIBC has said in regulatory filings that
Lehman was the guarantor of a related credit default swap
agreement.

Lehman, according to Reuters, sought to hold CIBC responsible for
much of the more than $1.3 billion due under an agreement
requiring the Canadian bank to cover payment shortfalls tied to a
large CDO transaction.  In addition, Lehman contended its
contracts gave it senior payment priority, but that the
bankruptcy caused it to be improperly replaced with junior
payment priority.

The case is Lehman Brothers Special Financing Inc. v. Bank of
America NA et al, U.S. Bankruptcy Court, Southern District of New
York, No. 10-ap-03547. The main bankruptcy case is In re: Lehman
Brothers Holdings Inc. in the same court, No. 08-13555.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Citi Withdraws Citi Motion After Settlement
------------------------------------------------------------
Citigroup and Lehman Brothers Inc.'s trustee inked an agreement,
which calls for the withdrawal of Citigroup's motion related to
their dispute over $1 billion in collateral.  In the motion,
Citibank sought to exercise rights in deposit accounts.

The agreement, which needs court approval, came after the U.S.
Bankruptcy Court in Manhattan approved a deal to settle the
dispute, under which Citigroup was forced to pay $360 million to
the Lehman brokerage and forgo its claim to $75 million.

The agreement dated January 7 is available without charge
at http://is.gd/YNyaCz

The Lehman brokerage made a deposit of more than $1 billion in
its last week of operations in exchange for the services provided
by Citigroup.  In 2011, the trustee sued Citigroup to recover the
deposit, which he said should be part of an asset pool to be
distributed among creditors.

Citigroup opposed the trustee's claims, saying it has the right
to keep the $1 billion under the "safe harbor" law, which shields
some financial transactions from being included in the pool of
assets divided among creditors when a company files for
bankruptcy protection.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


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

Professional               Period            Fees      Expenses
------------               ------          --------    --------
Bortstein Legal LLC        09/15/08 to   $4,171,275          $0
                            03/06/12

Bracewell & Giuliani LLP   09/15/08 to     $194,370          $0
                            03/06/12

Dechert LLP                09/15/08 to   $8,245,422         $20
                            03/06/12

Hardinger & Tanenholz LLP  09/15/08 to   $1,211,383        $572
                            03/06/12

Krebsbach & Snyder PC      09/15/08 to     $797,683      $1,746
                            03/06/12

Momo-o Matsuo & Namba      09/15/08 to     $758,456          $0
                            03/06/12

MMOR Consulting Inc.       09/15/08 to   $1,051,407          $0
                            03/06/12

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Brown Rudnick Allowed to Set Off From Retainer
---------------------------------------------------------------
The trustee liquidating Lehman Brothers Inc.'s assets inked an
agreement with Brown Rudnick LLP to lift the automatic stay that
was imposed as a result of the filing of the brokerage's
liquidation case.

The agreement, which needs court approval, permits Brown Rudnick
to set off $25,678 in claims against the retainer held by the
firm.  The deal requires the firm to turn over the remaining
amount of money to the Lehman trustee.

A copy of the agreement is available without charge at
http://bankrupt.com/misc/LBHI_StipBrownSetoff.pdf

                       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)


LEO MOTORS: Incurs $184,000 Net Loss in Third Quarter
-----------------------------------------------------
Leo Motors, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $184,052 on $915 of revenues for the three
months ended Sept. 30, 2012, compared with a net loss of $151,496
on $0 revenues for the same period last year.

For the nine months ended Sept. 30, 2012, the Company had net
income of $391,479 on $25,301 of revenues, compared with a net
loss of $440,563 on $252,555 of revenues for the same period of
2011.  The change in sales is attributable to limited sales of
prototype products.  Results for the nine months ended Sept. 30,
2012, included forgiveness of debt of $829,645 included in other
income.

The Company's balance sheet at Sept. 30, 2012, showed $5.9 million
in total assets, $2.2 million in total liabilities and
stockholders' equity of $3.7 million.

According to the regulatory filing, the Company has accumulated
deficits of $9.1 million as of Sept. 30, 2012.  The Company also
has certain debts that have been in default during these periods
although the creditors have not pursued collection proceedings.
The Company's stockholders' equity at Sept. 30, 2012, was
$5.9 million and its current liabilities exceeded its current
assets by $1.3 million on Sept. 30, 2012.  "These negative trends
have been consistent right up through the most current fiscal
year, except for this quarter and the sale of their only major
investment, respectively."

"These factors create uncertainty about the Company's ability to
continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/X6ydjb

                         About Leo Motors

Located in Hanam City, Gyeonggi-do, Republic of Korea, Leo Motors,
Inc., is a Nevada Corporation incorporated on Sept. 8, 2004.  The
Company established a wholly-owned operating subsidiary in Korea
named Leo Motors, Co. Ltd. ("Leozone") on July 1, 2006.  Through
Leozone the Company is engaged in the research and development of
multiple products, prototypes and conceptualizations based on
proprietary, patented and patent pending electric power
generation, drive train and storage technologies.  Leozone
operates through four unincorporated divisions: new product
research & development ("R&D"), post R&D development such as
product testing; production; and sales.

The Company's products include (i) Zinc Air Fuel Battery ("ZAFC"),
(ii) electric vehicles ("EV") such as cars, trucks, tractors and
other commercial/military vehicles, (iii) E-Bike or electric
scooters, (iv) EV components that integrate electric batteries
with electric motors such as EV Controllers that use a mini-
computer to control torque drive, and (v) E-Box which is an
electric energy storage system for solar and wind power generation
devices.


LIBERTY HARBOR: Seeks More Plan Time, Blames Hurricane Sandy
------------------------------------------------------------
Liberty Harbor Holding, LLC, and its affiliates asked the U.S.
Bankruptcy Court for the District of New Jersey to extend their
exclusive periods to file and solicit acceptances for the proposed
Plan of Reorganization until Feb. 4, 2013, and April 8,
respectively.

The Debtors related that the super storm Sandy has caused massive
flooding and damage on their property under construction.  There
were also several pleadings filed by alleged creditors seeking,
among other things, relief from the automatic stay in order to
pursue a state court appeal, well as permission to file a late
proof of claim.

According to the Debtors, they have begun the preparation of the
Plan and Disclosure Statement in the cases.  The preparation of
the Plan and Disclosure Statement requires consideration of
certain structural, tax, funding and other concerns. The Debtors
wish to assure that the Disclosure Statement contains accurate and
adequate information, to allow all creditors entitled to vote to
cast an informed ballot.

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D. N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Each of the
Debtors is solely owned by Peter Mocco.

Liberty, as of April 16, 2012, had total assets of $350.08
million, comprising of $350 million of land, $75,000 in accounts
receivable and $458 cash.  The Debtor says that it has $3.62
million of debt, consisting of accounts payable of $73,500 and
unsecured non-priority claims of $3,540,000.  The Debtor's real
property consists of Block 60, Jersey City, NJ 100% ownership Lots
60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).  The three cases are
administratively consolidated.

Judge Novalyn L. Winfield presides over the case.  Wasserman,
Jurista & Stolz, P.C. srves as insolvency counsel and Scarpone &
Vargo as special litigation counsel.  The petition was signed by
Peter Mocco, managing member.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor.


LITHIUM TECHNOLOGY: Lim Kee Discloses 73.1% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Lim Ho Kee and his affiliates disclosed that,
as of Dec. 28, 2012, they beneficially own 2,459,504,191 shares of
common stock of Lithium Technology Corporation representing 73.1%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/vmDtIH

                      About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company was not able to file its annual report for the period
ended Dec. 31, 2011, and its quarterly reports for the succeeding
periods.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $12.26 million on $6.06 million of total revenue.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                          Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


LMK PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: LMK Properties, LLC
        P.O. Box 1287
        Huntsville, AL 35807

Bankruptcy Case No.: 13-80048

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Mary Rebecca Hill, Esq.
                  Stuart M. Maples, Esq.
                  MAPLES AND RAY, P.C.
                  401 Holmes Avenue NE
                  Suite H
                  Huntsville, AL 35801
                  Tel: (256) 489-9779
                  Fax: (256) 489-9720
                  E-mail: rhill@maplesandray.com
                          smaples@maplesandray.com

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

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

A list of the Company's nine largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/alnb13-80048.pdf

The petition was signed by Jeff Kennedy, officer.


LOT 425R: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Lot 425R, LLC
        33 Sarteano Drive
        Newport Coast, CA 92657

Bankruptcy Case No.: 13-10280

Chapter 11 Petition Date: January 10, 2013

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

Judge: Sidney B. Brooks

Debtor's Counsel: Philipp C. Theune, Esq.
                  Powell Theune, P.C.
                  2010 E. 17th Avenue
                  Denver, CO 80206
                  Tel: (303) 832-1150
                  Fax: (303) 845-6934
                  E-mail: ptheune@powelltheune.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Barry L. Houseal, member manager.


LSP ENERGY: Gets Bankruptcy Court OK to Employ Deloitte Tax
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
LSP Energy Limited to employ Deloitte Tax LLP, nunc pro tunc to
Aug. 1, 2012.

                         About LSP Energy

LSP Energy Limited owns and operates an electricity generation
facility located in Batesville, Mississippi.  The facility
consists of three gas-fired combined cycled electricity generators
with a total generating capacity of approximately 837 magawatts
and is electrically interconnected into the Entergy and Tennessee
Valley Authority transmission systems.

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.

LSP has a $20 million secured loan provided by lenders including
John Hancock Financial Services Inc.  LSP was forced into
bankruptcy following mechanical problems that took one of three
units out of service.

Bondholders have claims for $211 million on two series of secured
bonds.  In addition, there was a $3.9 million working capital
facility and $23.3 million in secured debt owing to an affiliate
of Siemens AG, which repairs and maintains the facility.

The Court authorized the Debtors to sell of the facility to the
highest bidder South Mississippi Electic Power Association.

The Debtor has completed the sale of its 837-megawatt electric
generating plant and filed a proposed liquidating Chapter 11 plan
and explanatory disclosure statement on Dec. 21.  The facility in
Batesville, Mississippi, was sold to South Mississippi Electric
Power Assn. for $272.6 million.

According to the report, the plan calls for full payment in cash
to holders of $221.3 million in secured bonds.  As the result of a
settlement on the bondholders' additional claim for premature
payment, the holders will receive 15% of the $80 million make-
whole claim.  Unsecured creditors with $32 million in claims are
slated for a 43% recovery, according to the disclosure statement.


LUMBER PRODUCTS: Sterling Bank Balks at Trustee's Liquidation Plan
------------------------------------------------------------------
Sterling Savings Bank objects, on a precautionary basis, to the
confirmation of the Plan of Liquidation for Lumber Products as
proposed by Edward C. Hostmann, the Chapter 11 trustee.

According to Sterling, among other things:

   1. The Plan fails to provide any details whatsoever concerning
      the proposed sale of Sterling's collateral, including
      whether or not Sterling's consent is required, and whether
      or not Sterling's right to credit bid is preserved.

   2. The Plan does not provide that Sterling will retain the
      liens securing its claims.

   3. The Plan does not provide that Sterling's liens will attach
      to any proceeds of sale.

Sterling notes that it is in negotiation with the Trustee to
resolve the matters.  If Sterling and the trustee reach agreement,
it may be possible to add the necessary details by modifying the
Plan in the order confirming the Plan.  If the court approves the
modification, and the language in the proposed order confirming
the Plan is acceptable to Sterling, Sterling will withdraw the
precautionary objection and change its present "does not accept"
vote to a vote accepting the Plan.

                             The Plan

As reported in the Troubled Company Reporter on Oct. 5, 2012, the
Plan dated Aug. 30, 2012, provides that all of the Debtor's
remaining assets (primarily real property) will be reduced to cash
by the Plan Agent and the proceeds will be distributed to the
Debtor's creditors as provided in the Plan.

The salient terms of the plan of liquidation are:

     A. All Administrative and Priority Claims will be paid in
        full.

     B. Holders of Unsecured Claims in an amount equal to or less
        than $14,000 (referred to as Convenience Claims) will
        receive in full satisfaction of such Claims a one-time
        payment in an amount equal to 10% of their Claim, with
        such payment to occur within 90 days of the Effective Date
        of the Plan.

     C. Holders of General Unsecured Claims will receive on
        account of such claims one or more pro rata distributions
        of available cash when sufficient funds are available for
        the Plan Agent to make meaningful distributions.  The
        Trustee estimates that distributions to General Unsecured
        Creditors could range from 5% to 12% of their general
        unsecured claim.

     D. As of the Effective Date, all Equity Interests will be
        cancelled.

     E. Creditors holding Secured Claims will be paid from the
        proceeds of the Collateral securing their Claims.

From and after the Effective Date, the Debtor will be managed by a
Plan Agent who will be the sole shareholder, director, and officer
of Debtor and who will have full power and authority to manage the
Debtor and carry out the provisions of the Plan, subject to
oversight by the Unsecured Creditors Committee.  In general, on
the Effective Date of the Plan, the Plan Agent will succeed to the
rights, duties, and obligations of the Trustee.

A copy of the Plan of Liquidation is available for free at:

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

                       About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


LUXEYARD INC: 3 Creditors File Involuntary Bankruptcy Petition
--------------------------------------------------------------
An Involuntary Petition for bankruptcy, entitled In re Luxeyard,
Inc. (Case No. 12-bk-51986-BR), was filed against LuxeYard, Inc.,
by three creditors of the Company.  The petition was filed in the
United States Bankruptcy Court, Central District of California.
The date that jurisdiction was assumed was Dec. 27, 2012.  The
Petitioners have claimed that they have debts totaling $66,220.

The Company believes that the Petitioners' claims are without
merit, fraudulent and unsubstantiated, brought in bad faith by
friends and business associates of the Company's previous CEO, Mr.
Braden Richter, who was terminated for cause.  The Company intends
to aggressively contest the involuntary bankruptcy petition and
will pursue all available grounds for dismissal.

The Company had filed suit against Defendant Kevan Casey and his
associates for manipulation of the Company's stock price.  The
Company said it has strong evidence showing that some of these
defendants were working and continue to work with Mr. Richter.
Mr. Richter was terminated for cause on Oct. 23, 2012, stemming
from this alleged conspiracy and other violations of his duties as
CEO.  Subsequently, the Board of Director's investigation revealed
that Mr. Richter had filed a personal Chapter 7 bankruptcy
petition in 2006 and received a discharge of more than $80 million
in debt in 2007.  The investigation also revealed that Mr. Richter
conspired with his wife, Victoria Richter, to defraud the Company.
Mr. and Mrs. Richter, through their company, Jaxon International,
LLC, received a $308,000 loan from the Company and refused to pay
it back.  The Company then filed suit against Mr. and Mrs. Richter
on Dec. 18, 2012, for fraud, breach of fiduciary duty, conspiracy,
and conversion, among other causes of action, in Los Angeles
Superior Court (case no. BC497730).

The involuntary petition was filed against the Company by a
business associate of Mr. Richter, Mr. Philip Ison of Ison
Furniture, LLC, who has falsified a $16,000 claim against the
Company, and has included another of his associated companies,
based overseas, which has no colorable claim against the Company.
Mr. Richter and Mr. Ison engineered this petition despite Mr.
Ison's withholding from LuxeYard over $100,000 worth of the
Company's inventory which currently remains in his possession and
that he is refusing to release.

The Company strongly believes this is an attempt by Mr. Richter,
who has stated that he has a business affiliation with Mr. Casey
and Mr. Ison, to harm the Company.  LuxeYard has pending
litigation against the aforementioned parties and is confident
that it will prevail against these fraudulent attempts to ruin
LuxeYard before its legitimate claims against Mr. Richter and
related parties can be brought to light.

                        About Luxeyard, Inc.

Los Angeles, California-based Luxeyard, Inc., a Delaware
Corporation, is an internet company selling luxury goods on a
flash Web site.  Luxeyard, Inc., is the parent company of the
wholly owned subsidiaries, LY Retail, LLC, incorporated under the
laws of the State of Texas on April 20, 2011, and LY Retail, LLC,
incorporated in the State of California on Nov. 8, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.5 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $4.3 million.

"As of Sept. 30, 2012, we have generated minimal revenues since
inception.  We expect to finance our operations primarily through
our existing cash, our operations and any future financing.
However, there exists substantial doubt about our ability to
continue as a going concern because we will be required to obtain
additional capital in the future to continue our operations and
there is no assurance that we will be able to obtain such capital,
through equity or debt financing, or any combination thereof, or
on satisfactory terms or at all.  Additionally, no assurance can
be given that any such financing, if obtained, will be adequate to
meet our capital needs. If adequate capital cannot be obtained on
a timely basis and on satisfactory terms, our operations would be
materially negatively impacted.  Therefore, there is substantial
doubt as to our ability to continue as a going concern."


MASTERCRAFT DESIGN/BUILD: Case Summary & Creditors List
-------------------------------------------------------
Debtor: MasterCraft Design/Build, Inc.
        608 Forest Drive
        Leeds, AL 35094

Bankruptcy Case No.: 13-00129

Chapter 11 Petition Date: January 10, 2013

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Birmingham)

Judge: Benjamin G. Cohen

Debtor's Counsel: C. Taylor Crockett, Esq.
                  C. TAYLOR CROCKETT, P.C.
                  2067 Columbiana Road
                  Birmingham, AL 35216
                  Tel: (205) 978-3550
                  Fax: (205) 978-3556
                  E-mail: taylor@taylorcrockett.com

Scheduled Assets: $55,000

Scheduled Liabilities: $1,769,229

A copy of the Company's list of its three largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/alnb13-00129.pdf

The petition was signed by Allen McWilliams, president.


MEDICAL INTERNATIONAL: Incurs $110,000 Net Loss in Fiscal 2012
--------------------------------------------------------------
Medical International Technology, Inc., filed on Dec. 28, 2012,
its annual report on Form 10-K for the fiscal year ended Sept. 30,
2012.

Ps Stephenson & Co., P.C., in Wharton, Texas, expressed
substantial doubt about Medical International's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a working capital deficiency.

The Company operates out of its offices in Montreal, Canada and
maintains its books and records in Canadian dollars.  The
financial statements herein have been converted into U.S. dollars.
Balance sheet accounts have been translated at exchange rates in
effect at the end of the year.  Income statement accounts have
been translated at average exchange rates for the year.
Translation gains and losses are included as a separate component
of stockholders' equity.

The Company reported a net loss of US$109,993 on US$996,434 of
revenues in fiscal 2012, compared with a net loss of US$643,439 on
US$437,378 of revenues in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed
US$1.1 million in total assets, US$1.8 million in total
liabilities, and a stockholders' deficit of US$684,564.

A copy of the Form 10-K is available at http://is.gd/tRq5Go

Montreal, Canada-based Medical International Technology, Inc., was
incorporated in the State of Colorado on July 19, 1999.  The
Company specializes in production, marketing and the sale of
needle-free jet injector products designed for humans and animals,
for single and mass injections.  The Company concentrates its
activities in the medical and para-medical sectors, in particular,
in the field of medical devices.


MERISEL INC: Obtains Waivers Under PNC Credit Facility
------------------------------------------------------
Merisel, Inc., and its subsidiaries, Merisel Americas, Inc., Color
Edge LLC, Color Edge Visual LLC, Comp 24 LLC, Crush Creative LLC,
Dennis Curtin Studios, LLC, MADP, LLC, Advertising Props, Inc.,
and Fuel Digital, LLC, entered into a Waiver and Amendment No. 3
to Revolving Credit and Security Agreement with PNC Bank, National
Association, as a lender and as agent for the lenders.

Pursuant to the PNC Amendment, the Company, the Subsidiaries and
PNC agreed to amend the Revolving Credit and Security Agreement,
dated as of Aug. 13, 2010, to waive certain events of default
arising from the Company's failure to comply with the fixed charge
coverage ratio set forth in the PNC facility and the incurrence of
debt to Saints Capital Granite, L.P., to amend the fixed charge
coverage ratio and certain other financial covenants in the PNC
Facility, and to permit the Company to borrow up to $6 million in
subordinated debt from Saints subject to certain conditions.

                        Appoints EVP and COO

The Board of Directors of the Company appointed Jeb Ball to serve
as an Executive Vice President and the Chief Operating Officer of
the Company, at an annual salary of $175,000.  Mr. Ball, age 47,
joined the Company on Aug. 1, 2012, as Vice President of
Operations of the Company.  Previously, Mr. Ball was an Executive
Vice President of Sales and Marketing at Dynagraf Inc. from 2009
to 2012.  Prior to that Mr. Ball was President of Premier Color
from 2004 to 2009 and President of United Lithograph Inc. from
2001 to 2004.

The Board appointed Eric Salzman as an independent director to
fill the vacancy created on the five member board of directors by
the resignation of Joseph Yang in October 2012.  Mr. Salzman
currently serves as the Managing Member of Sarnihaan Capital
Partners LLC, a consulting firm he established to focus on special
situations, restructurings and cross capital structure
investments.  Mr. Salzman holds an M.B.A. from Harvard Graduate
School of Business Administration and a B.A. from the University
of Michigan.

                         Bylaws Amendment

On Jan. 3, 2013, the Company filed a Certificate of Amendment to
its Restated Certificate of Incorporation, as amended, to effect
an amendment to the Company's Restated Certificate of
Incorporation to increase the total number of shares of common
stock that the Company has the authority to issue from 30,000,000
shares to 80,000,000 shares.  The shares of Preferred Stock the
Company is authorized to issue remained the same at 1,000,000.

                       Annual Meeting Results

The Company convened its 2012 Annual Meeting of Stockholders on
Dec. 20, 2012.  The stockholders elected Kenneth B. Sawyer,
Terry A. Tevis, Bradley J. Hoecker and Donald R. Uzzi to the Board
for a one year term.  The stockholders also ratified the
appointment of BDO USA, LLP, as the Company's independent
registered public accounting firm for the fiscal year ending
Dec. 31, 2012, and approved the amendment to the Restated
Certificate of Incorporation of the Company to increase the number
of authorized shares of common stock of the Company from
30,000,000 to 80,000,000 was approved.

                           About Merisel

Merisel operates in a single reporting segment, the visual
communications services business.  It entered that business
beginning March 2005, through a series of acquisitions, which
continued through 2006.  These acquisitions include Color Edge,
Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative,
Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and
Fuel Digital, Inc.

The Company's balance sheet at Sept. 30, 2012, showed
$23.3 million in total assets, $34.1 million in total liabilities,
and a stockholders' deficit of $10.8 million.

"The Company had a cash balance of $286,000 at Sept. 30, 2012, and
experienced reduced revenues for the three and nine months ended
Sept. 30, 2012, compared to the same periods in 2011, resulting in
a net loss and net cash used in operating activities for the
interim periods then ended.  Additionally, during October 29th and
30th the Company's Carlstadt, New Jersey facility experienced
significant damage due to Hurricane Sandy.  The Company will incur
additional expenses for the replacement/repair of damaged
equipment and to continue to service its client base until the
facility is fully operational.  It is anticipated that the
additional costs incurred will exceed the insurance proceeds; the
extent to which is uncertain.  These factors raise substantial
doubt about the Company's ability to continue as a going concern,"
according to the Company's quarterly report for the period ended
Sept. 30, 2012.


MERRILL CORP: Moody's Affirms 'Caa3' CFR; Outlook Negative
----------------------------------------------------------
Moody's Investors Service revised its outlook on Merrill
Corporation's to negative from rating under review for upgrade.
Concurrently, Moody's affirmed Merrill's Caa3 Corporate Family
Rating ("CFR") and Ca/LD Probability of Default Rating ("PDR").
Moody's also withdrew the ratings on the credit facilities
proposed under the October 2012 refinancing plan. This concludes a
review for possible upgrade initiated on October 22, 2012.

The revised outlook reflects Merrill's failure to repay its first
lien debt and refinance its capital structure prior to the
December 22, 2012 first lien debt maturity. The company has
indicated that it is in advanced negotiations with its lenders to
restructure its debt.

Ratings affirmations (LGD revisions):

  Issuer: Merrill Corporation

  Corporate Family Rating, affirmed at Caa3

  Probability of Default Rating, affirmed at Ca/LD

Issuer: Merrill Communications LLC

    $34 million Senior Secured First Lien First Lien Revolving
Credit Facility, to Caa1 (LGD2 - 17%) from Caa1 (LGD2 - 18%)

    $374 million outstanding amount of Senior Secured First Lien
Term Loan, to Caa1 (LGD2 - 17%) from Caa1 (LGD2 - 18%)

    $218 million outstanding amount of Senior Secured Second Lien
Term Loan, affirmed at Ca (LGD4 - 65%)

Ratings withdrawals:

  Issuer: Merrill Communications LLC

    $30 million proposed Senior Secured First Lien Revolver,
    rated B1 (LGD1 - 1%)

    $455 million proposed Senior Secured First Lien Term Loan,
    rated B3 (LGD3 - 35%)

    $150 million proposed Second Lien Notes, rated Caa3 (LGD5 -
    83%)

Outlook Actions:

  Issuer: Merrill Corporation

  Outlook, revised to Negative from Rating Under Review

Ratings Rationale

The Caa3 CFR and Ca/LD PDR reflect Moody's expectation that
Merrill will restructure its debt, which will be viewed as a
default. Moody's analysis suggests good coverage of first lien
debt obligations given credit agreement financial leverage of 3.3
times through the first lien secured debt, but likely impairment
on the second lien obligations. The negative outlook reflects
Moody's expectation that the company will default in the near
term. The PDR would be lowered to D once the company restructures
its debt. The CFR could be lowered if performance deteriorates
such that Moody's estimate of recovery value deteriorates. The
ratings could be raised if the company materially reduces its debt
and improves its liquidity profile via the debt restructuring.

The principal methodology used in rating Merrill Corporation was
the Global Business & Consumer Service Industry Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


MMRGLOBAL INC: Inks Non-Exclusive License Pact With Interbit Data
-----------------------------------------------------------------
MyMedicalRecords, Inc., entered into a Non-Exclusive U.S. Patent
License Agreement with Interbit Data, Inc., to license certain
rights in the Company's Health IT patents, including, but not
limited to: U.S. Patent No. 8,321,240; U.S. Patent No. 8,301,466;
U.S. Patent No. 8,117,045; U.S. Patent No. 8,117,646; and U.S.
Patent No. 8,121,855, as well as any other Health IT patents to be
issued pursuant to pending applications filed by the Company in
the United States and all divisions, continuations, reissues and
extensions thereof.  The Agreement expires simultaneously with the
last to expire of the Licensed Patents.

The Licensee will utilize the rights granted under the License
Agreement in connection with its Health IT business which includes
NetDelivery, applicable components of NetDelivery, and any
derivations of NetDelivery using or incorporating, in whole or in
part, the rights granted Licensee in the Licensed Patents, which
enable seamless and secure delivery of Personal Health Records
from MEDITECH EMR systems using NetDelivery and other hospital EMR
systems using NetDelivery, without having to scan, fax or print
documents.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the years ended
Dec. 31, 2011, and 2010.

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$2.02 million in total assets, $8.48 million in total liabilities,
and a $6.45 million total stockholders' deficit.


MOMENTIVE PERFORMANCE: Extends $1.1BB Exchange Offer to Jan. 14
---------------------------------------------------------------
Momentive Performance Materials Inc. has extended the expiration
date for its previously announced exchange offer from midnight,
New York City time, at the end of Wednesday, Jan. 9, 2013, to 5:00
p.m., New York City time, on Monday, Jan. 14, 2013, unless further
extended.  All other terms, provisions and conditions of the
exchange offer will remain in full force and effect, except that
outstanding notes tendered during the extension of the exchange
offer may not be tendered by the guaranteed delivery procedure.
On Dec. 11, 2012, the Company commenced its exchange offer to
exchange up to $1,100,000,000 aggregate principal amount of its
8.875% First-Priority Senior Secured Notes due 2020 and related
guarantees registered under the Securities Act of 1933 for any and
all of its outstanding 8.875% First-Priority Senior Secured Notes
due 2020 and related guarantees, which were issued in October 2012
in a transaction exempt from registration under the Securities
Act.

Momentive Performance had earlier extended the expiration date for
the  exchange offer from midnight, New York City time, at the end
of Jan. 8 to Jan. 11.

As of midnight, New York City time, at the end of Jan. 9, 2013,
The Bank of New York Mellon Trust Company, N.A., the exchange
agent for the exchange offer, has advised that $1,093,707,000
aggregate principal amount of the outstanding notes had been
tendered for exchange, representing approximately 99.43% of the
outstanding notes.

A Form S-4 registration statement filed by the Company with the
SEC regarding the exchange offer was declared effective by the SEC
on Dec. 11, 2012.  The expiration date for the exchange offer is
being extended to provide time for remaining outstanding 8.875%
First-Priority Senior Secured Notes due 2020 to be exchanged.

                     About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was
$42 million.

The Company's balance sheet at Sept. 30, 2012, showed
$2.98 billion in total assets, $3.94 billion in total liabilities,
and a $960 million in total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


MOMENTIVE SPECIALTY: Wants to Incur Add'l $1.1 Billion in Debt
--------------------------------------------------------------
Momentive Specialty Chemicals Inc. intends to seek amendments to
its senior secured credit facilities to, among other things:

   (i) permit the incurrence of up to $1,100,000,000 aggregate
       principal amount of debt constituting first-priority senior
       secured debt, the net proceeds of which would be used to
       repay in full all term loans under the Company's senior
       secured credit facilities, to purchase any and all of its
       second-priority floating rate notes due 2014 and for
       general corporate purposes, including working capital;

  (ii) permit the incurrence of junior-priority debt that would be
       used, directly or indirectly, to redeem, purchase, exchange
       or retire loans of Momentive Specialty Chemicals Holdings
       LLC, the parent of the Company; and

(iii) modify certain other provisions of the senior secured
       credit facilities.

The proposed amendments to the senior secured credit facilities
and related transactions are subject to market and other
conditions, and may not occur as described or at all.  While the
Company has been in discussions with the lenders of the Holdings
Loans, there are no definitive agreements in place effecting any
repurchase of the Holdings Loans.  The Company may enter into
definitive agreements effecting a repurchase of the Holdings Loans
prior to or following the closing of the amendments to the senior
secured credit facilities, if the amendments are approved, but
there are no assurances that the Company will enter into any those
definitive agreements on terms that are acceptable to the Company,
or at all.

                      About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported net income of $118 million on $5.20
billion of net sales in 2011, compared with net income of $214
million on $4.59 billion of net sales in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.44 billion in total assets, $4.60 billion in total liabilities
and a $1.16 billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MONITOR COMPANY: Deloitte Completes Acquisition
-----------------------------------------------
Deloitte has acquired substantially all of the business of
Monitor, one of the world's leading strategy consulting firms.
This transaction combines Monitor's highly-influential brand,
strong thought leadership and top-notch talent with Deloitte's
extraordinary reach, access, and resources to solidify the
Deloitte network as a worldwide leader in strategy consulting.
Monitor's talent and assets will combine with Deloitte's
consulting strategy service lines and operate under the Monitor
Deloitte brand, resulting in a new global presence that will
redefine our industry.

"Our ability to implement the advice we provide has always been a
differentiator," said Jim Moffatt, chairman and chief executive
officer of Deloitte Consulting LLP.  "This acquisition further
enhances our ability to serve clients from strategy to execution -
helping them solve their most critical challenges and capitalize
on opportunities in a dynamic global economy.  We are thrilled to
welcome Monitor's talented professionals to the Deloitte family
and are excited about the opportunities that lie ahead."

"We are hugely motivated by the opportunity to serve clients with
our newly combined strengths," stated Bansi Nagji, president of
Monitor.  "Together we are an effective force with distinctive
capabilities, and are deeply committed to helping our clients
create new value and achieve transformational growth.  We will
collaborate closely with senior executives to help ensure they
have the confidence to make bold, well-informed choices and take
timely and decisive action, by providing fresh, actionable
analysis, leading edge methods and deep hands-on implementation
guidance."

"The world's economy is driving a set of business challenges that
are even more complex than we have seen in the past.  The demands
posed by increased globalization, the search for new sources of
growth and the opportunities created by business model innovation
mean that clients' needs for help are increasing," said John Kerr,
managing director, Global Consulting, Deloitte.  "Together,
Monitor and Deloitte will be well-positioned to provide high
quality advice to our clients and to help them implement that
advice. This is an important, global transaction -- Monitor's
outstanding knowledge will enrich Deloitte's capabilities in key
areas such as innovation and growth, and we will continue to look
for similar strategic opportunities that will create impact in the
market place."

The transaction was completed following approval by the U.S.
Bankruptcy Court for the District of Delaware on Jan. 11, 2013

                       About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


MOSS FAMILY: Seeks 120-Day Extension of Plan Deadline
-----------------------------------------------------
Moss Family Limited Partnership and Beachwalk, L.P., ask the U.S.
Bankruptcy Court for the Northern District of Indiana for an
additional 120 days in their exclusive filing period, and 180 days
in their exclusive solicitation period.

This is the Debtors' first request for exclusivity extension.

The Debtors require additional time to file their plan.  The
Debtors relate that they are still in process of hiring
professionals to handle the matters that may arise from the
liquidation or development of the number of parcels of land owned
by the Debtors.

                        About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors.  The Debtor disclosed $6,609,576 in assets
and $6,299,851 in liabilities as of the Chapter 11 filing.

The U.S. Trustee has not appointed an official committee of
unsecured creditors


MS.SOPHIA, LLC: Case Summary & 3 Unsecured Creditors
----------------------------------------------------
Debtor: Ms.Sophia, LLC
        2754 N. Stowell Avenue
        Milwaukee, WI 53211

Bankruptcy Case No.: 13-20273

Chapter 11 Petition Date: January 10, 2013

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

Judge: Susan V. Kelley

Debtor's Counsel: William H. Green, Esq.
                  GREEN & KAPSOS LAW OFFICES, LLC
                  3216 South 92nd Street, Suite 201
                  Milwaukee, WI 53227
                  Tel: (414) 543-5369
                  Fax: (414) 543-1164
                  E-mail: greenkapsos@gmail.com

Scheduled Assets: $3,064,363

Scheduled Liabilities: $3,074,198

A copy of the Company's list of its three unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wieb13-20273.pdf

The petition was signed by MaryJo McBurney, member/owner.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
MaryJo McBurney                       12-21500            02/04/12


MUNIMAE TE: Moody's Affirms 'Ba1(sf)' Issuer Rating
---------------------------------------------------
Moody's Investors Service has affirmed the following ratings on
the MuniMae TE Bond Subsidiary, LLC's (TE Bond Sub) Mandatorily
Redeemable Preferred Shares and Perpetual Preferred Shares -
Ba1(sf) on Series A, A-2, A-3, A-4; Ba2(sf) on Series B, B-2, B-3;
Ba3(sf) on Series C, C-1, C-2, C-3; B1(sf) on Series D. Moody's
has also affirmed TE Bond Sub's Issuer Rating at Ba1(sf). The
ratings on the preferred shares are not affected by the issuer
rating. The rating outlook is revised to stable from negative.

Summary Rating Rationale

The rating affirmation on TE Bond Sub's preferred shares is based
on the coverage ratios of preferred shares (9.6x on the Class A
shares, 4.5x on the Class B shares, 3.5x on the Class C shares,
and 3.2x on the Class D shares, based on the unaudited September
30, 2012 financial statements), and the composition of the multi-
family bond portfolio supporting the preferred shares. The rating
outlook is revised to stable from negative primarily due to
substitution of the company's Freddie Mac credit facility on its
senior debt obligations with a $540 million replacement facility,
which eliminates the near term risk of the expiration of the
enhancement and liquidity of the senior obligations.

Strengths

- Substitution of the Freddie Mac facility with a replacement
facility, which eliminates remarketing risk on the senior
obligations until 2016.

- Strong coverage on the preferred shares. This can be attributed
to the steps taken by TE Bond Sub's management to reduce
securitization debt outstanding as well as the low interest rates
which increased the debt service coverage on the senior
obligations and distribution coverage ratios on the preferred
shares.

Challenges

- Continued credit weakness in the multi-family bond portfolio
supporting the preferred shares. While it has shown slight
improvement, the portfolio still has substantial number of
underperforming properties. This is currently offset by the high
coverage on the preferred shares.

- A rise in interest rates would result in lower coverage on the
preferred shares.

- Over the long term, the credit is still vulnerable to the
remarketing risk on senior obligations and the preferred shares.

Outlook

Moody's outlook for the Series A, B, C and D preferred has been
revised to stable from negative. The stable outlook is primarily
based on the successful substitution of the expiring Freddie Mac
facility, thus eliminating the near term liquidity risk.

What Could Make The Rating Go UP

- Improvement in the performance of the multi-family assets.

- Reduction of remarketing or facility renewal risk on the
   senior obligations and the preferred shares.

- Further increase of debt service coverage ratios on the
   preferred shares under various stress case scenarios.

What Could Make The Rating Go DOWN

- Weakening performance of the multi-family bond portfolio.

- Failed remarketing of the preferred shares which results in a
   substantial increase in payments due on the shares.

- A substantial and sustained increase in SIFMA rates which
   would increase the cost of the senior obligations.

Rating Methodology

The principal methodology used in this rating was Moody's Approach
to Analyzing Pools of Multifamily Properties published in October
2001.


NATIONAL HOLDINGS: Incurs $1.9-Mil. Net Loss in Fiscal Year 2012
----------------------------------------------------------------
Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about National Holdings Corporation's ability to continue as
a going concern following its audit of the Company's financial
statements for the fiscal years ended Sept. 30, 2012, and 2011,
respectively.  The independent auditors said that the the Company
has incurred significant losses and has a working capital deficit
as of Sept. 30, 2012.

The Company reported a net loss of $1.94 million in fiscal year
2012, compared with a net loss of $4.71 million in fiscal year
2011.

Total revenues decreased $7.87 million, or 6%, in fiscal year 2012
to $118.65 million from $126.52 million in fiscal year 2011

Total expenses decreased 8%, or $10.12 million, to $119.55 million
in fiscal year 2012 compared to $129.67 million in fiscal year
2011.

In April 2012, the Company relinquished its interest in an
unconsolidated joint venture, Opus, resulting in a loss of
disposition of such investment of $1.05 million which was recorded
at June 30, 2012.  The Company did not incur such losses during
fiscal 2011.

The Company did not have any derivative liabilities outstanding
during fiscal year 2012.  The fair value of derivative
liabilities, as computed between measurement dates, increased by
approximately $1.60 million during fiscal year 2011.  The increase
in fair value of derivative liabilities in 2011 was primarily due
to an increase in the Company's quoted price per share between
measurement dates, which is one of the main assumptions in the
Company's computation of derivative liabilities.

The Company's balance sheet at Sept. 30, 2012, showed
$16.59 million in total assets, $19.48 million in total
liabilities, and a stockholders' deficit of $2.89 million.

A copy of the Form 10-K is available at http://is.gd/r2dOBH

National Holdings Corporation, headquartered in New York City, is
a financial services organization, operating primarily through its
wholly owned subsidiaries, National Securities Corporation ,
vFinance Investments, Inc., and EquityStation, Inc.
(collectively, the "Broker'Dealer Subsidiaries").  The Broker-
Dealer Subsidiaries conduct a national securities brokerage
business through their main offices in New York, New York, Boca
Raton, Florida, and Seattle, Washington.


NESBITT PORTLAND: Authorized to Access U.S. Bank's Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Nesbitt Portland Property LLC, et al., to use cash
collateral of U.S. Bank National Association, as trustee and
Successor in Interest to Bank of America, N.A., as Trustee for
Registered Holders of GS Mortgage Securities Corporation II,
Commercial Mortgage Passthrough Certificates, Series 2006-GG6,
acting by and through Torchlight Loan Services, LLC, as special
servicer.

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight Embassy
Suites hotels.  The eight hotels were pledged by the Debtors as
collateral for the loans with U.S. Bank.

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

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

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

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NEW PEOPLES: Frank Kilgore Quits from Board of Directors
--------------------------------------------------------
Frank Kilgore informed New Peoples Bankshares, Inc., of his
decision to resign from the Board of Directors of the Company
effective Jan. 8, 2013, due to his increasingly busy schedule with
his law practice and various other business interests in which he
is actively engaged.

                   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 STREAMWOOD: Case Summary & Unsecured Creditor
-------------------------------------------------
Debtor: New Streamwood Lanes, Inc.
        dba Streamwood Bowl
        1232 E Irving Park Rd
        Streamwood, IL 60107

Bankruptcy Case No.: 13-00887

Chapter 11 Petition Date: January 9, 2013

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

Judge: Timothy A. Barnes

Debtor's Counsel: Ryan Kim, Esq.
                  INSEED LAW PC
                  2454 E Dempster St., Suite 301
                  Des Plaines, Il 60016
                  Tel: (847) 905-6262
                  Fax: (847) 770-4774
                  E-mail: lawfirminseed@gmail.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
SomerCor 504, Inc.                               $1,157,000
Two East 8th Street
Chicago, IL 60605

The petition was signed by Terence Vaughn, president.


NMT MEDICAL: Knight Capital Discloses 7.6% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Knight Capital Americas, LLC, disclosed that,
as of Dec. 31, 2012, it beneficially owns 1,221,920 shares of
common stock of NMT Medical, INC., representing 7.63% based on
outstanding shares reported in the Company's Form 10-Q filed with
the SEC for the period ending Sept. 30, 2010.  A copy of the
amended Schedule 13G is available at http://is.gd/8rLdE9

                         About NMT Medical

Based in Boston, NMT Medical, Inc. (NASDAQ: NMTI) --
http://www.nmtmedical.com/-- is an advanced medical technology
company that designs, develops, manufactures and markets
proprietary implant technologies that allow interventional
cardiologists to treat structural heart disease through minimally
invasive, catheter-based procedures.

The Company's balance sheet at Sept. 30, 2010, showed
$7.78 million in total assets, $9.75 million in total liabilities,
and a stockholders' deficit of $1.97 million.

The Company has incurred losses from operations during each of the
past two fiscal years and has experienced decreasing sales over
those time periods.  The Company also incurred a loss from
operations of $10.71 million for the nine months ended
Sept. 30, 2010.  The Company has also had negative operating
cash flows over the comparable periods, have approximately
$3.40 million in cash, cash equivalents and marketable securities
as of Sept. 30, 2010, and has an accumulated deficit of
$59.21 million as of Sept. 30, 2010.

The Company has not filed its succeeding periodic reports after
its Sept. 30 Quarterly Report.


NORANDA ALUMINUM: Moody's Assigns 'B2' CFR/PDR; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating, a
B2 probability of default rating and an SGL-3 speculative grade
liquidity rating to Noranda Aluminum Acquisition Corporation
("Noranda"). Moody's also downgraded the ratings on Noranda's
senior secured term loan facility to Ba3 from Ba2 and senior
unsecured notes to Caa1 from B3. The outlook remains negative.

At the same time, Moody's withdrew all ratings of Noranda Aluminum
Holding Corporation ("Holdco"), including the B1 corporate family
rating, B1 probability of default rating and SGL-2 speculative
grade liquidity rating. as Holdco debt has been repaid and there
is no rated debt at this entity.

Holdco is the parent company of Noranda, which in turn owns the
group's operating entities.

Ratings Rationale

The effective downgrade of the group's corporate family rating
reflects Moody's view that Noranda will face challenges over the
next 12 to 18 months that will stifle profitability and limit the
company's ability to pay down debt. Since the beginning of 2012,
LME aluminum prices have dropped nearly 10%, reinforcing Moody's
view that global economic uncertainty and sluggish demand will
keep aluminum prices at low levels within the foreseeable time
horizon. Moreover, while aluminum prices remain weak, the company
continues to be exposed to volatility in the costs of key inputs
such as energy and caustic soda. Consequently, Moody's expects
debt protection metrics such as debt-to-EBITDA and EBIT-to-
interest to deteriorate to 5.5x and 1.0x, respectively within the
next 12 to 18 months. Moody's believes that metrics at these
levels are no longer appropriate for the B1 rating. Also
considered are the weaker cash flow metrics given reduced profits
and other 2012 expected cash outflows related to the out of the
money natural gas hedge positions and tax payments on aluminum
hedge gains from prior years. The impact of these is a 2012 event
only.

The downgrade of the speculative grade liquidity rating to SGL-3
from SGL-2 reflects Moody's expectations for reduced EBITDA and
cash flow, leading to higher borrowings under the company's
revolver (ABL) in the next 12 months. Furthermore, it is unlikely
that the company will scale back capital expenditures in the near
term as the company must invest in improving the reliability of
its operations given its reliance on both a single-location
smelter and refinery. As a result, Moody's believes that Noranda
will generate negative free cash flow (cash from operations less
capital expenditures and dividends) during the forecast period.

Noranda's B2 Corporate Family Rating reflects the company's good
position with its customer base and its markets served.
Additionally, continued focus on cost control and cost reduction
under its "Cost-Out, Reliability and Effectiveness"(CORE) program,
as well as the benefits to its overall cost position from its
alumina refinery and bauxite operations are expected to continue
to provide some mitigation to the volatility of aluminum prices
and input costs. These latter benefits are derived from the
earnings generated by third party sales of both excess bauxite and
aluminum, which the company views as a reduction to overall
production costs in its primary aluminum operations.

At the same time, the rating reflects Noranda's relatively small
size, its earnings leverage to performance of the primary metal
business, fundamental challenges in the aluminum markets, and the
reliance of this business on a single smelter and refinery - which
leaves the company exposed to any future disruptions at the New
Madrid, Missouri smelter and Gramercy, Louisiana refinery. While
the downstream operations add a level of relative stability, their
EBITDA contribution is still likely to remain small relative to
the more commodity-like primary aluminum and alumina segments,
absent a significant increase in production capacity. The upstream
primary operations will remain the dominant earnings driver and
will continue to reflect the cyclicality of the aluminum price and
demand levels. The rating also reflects the company's exposure to
volatility in the cost of key inputs such as energy and caustic
soda.

The Ba3 senior secured term loan rating reflects its priority
position in the capital structure and the benefit of the loss
absorption provided by the unsecured debt below this instrument.
Borrowings under the term loan are secured on a first priority
basis on assets other than inventory and accounts receivables,
which are pledged on a first lien basis to the ABL ("ABL priority
collateral"). The term loan has a second lien position on the ABL
collateral. The Caa1 rating on the senior unsecured notes reflects
the effective subordination of these instruments to a substantial
amount of first lien secured debt and priority accounts payables,
and the expectation of a considerable loss in value in a default
scenario.

The negative outlook incorporates Moody's expectation for flat
year-over-year shipments in 2012 and weaker earnings and cash flow
generation over the next 12 to 18 months, given the lower aluminum
price levels and continued slow economic recovery. Consequently,
leverage is expected to remain high over the same period. The
negative outlook also reflects Moody's view that the company could
experience further deterioration in its credit and liquidity
profiles.

Noranda's rating could be downgraded if LME aluminum prices were
to further decline from currently weak levels and production costs
were to escalate, or the company's operations encountered
disruptions leading to a deterioration in operating performance
and credit metrics. Furthermore, the rating could be downgraded
should the company engage in aggressive financial policies that
result in a material impact on its leverage profile. Specifically,
the rating could be lowered if credit metrics were to deteriorate
and unlikely to improve such that adjusted debt-to-EBITDA were
sustained above 5.5 times, EBIT-to-interest below 1.0 times, or if
cash flow remained negative over a longer than expected time
horizon.

At this point, a positive outlook or upgrade is unlikely, given
Moody's expectations for reduced profitability, weaker credit
metrics, the company's relatively small size, reliance on one
smelter and refinery, exposure to the cyclicality of aluminum
price and demand swings. In addition, uncertainty over financial
policies is a further limiting factor.

The principal methodology used in rating Noranda 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.

Headquartered in Franklin, Tennessee, Noranda Aluminum Acquisition
Corporation directly owns Noranda Aluminum, Inc. and indirectly
controls Noranda Aluminum Inc.'s subsidiaries (we collectively
refer to the group of companies as "Noranda"). The group's
ultimate parent and holding company is Noranda Aluminum Holding
Corporation. Noranda is involved in primary aluminum production at
its New Madrid, Missouri smelter and in downstream operations
through four rolling mills. During the 12 months ending September
30, 2012, Noranda shipped approximately 499 million pounds of
primary aluminum to external customers and 369 million pounds of
fabricated products, generating revenues of $1.4 billion.


NORD RESOURCES: Has New Copper Cathode Sales Pact With Red Kite
---------------------------------------------------------------
Nord Resources Corporation entered into a new copper cathode sales
agreement with Red Kite Master Fund Limited for 100% of the
production from the Johnson Camp Mine, given the expiry of the
long term copper cathode sales agreement between the parties that
was in place from Feb. 1, 2008, through Dec. 31, 2012.

The agreement runs through March 31, 2013, with renewable
extensions by mutual agreement of both parties.  Pursuant to the
agreement, Red Kite accepts delivery of the cathodes at the
Johnson Camp Mine, and pricing is based on the COMEX price for
high?grade copper on the date of sale.

In July 2010, Nord suspended mining new ore at the Johnson Camp
Mine as it sought financing to permit the company to restructure
its debt and provide additional capital for constructing a new
leaching pad.  It continues to leach copper from the material
previously placed on the existing three pads on its property,
processing it through the Johnson Camp Mine's SX-EW plant.  As
expected, the level of copper production and sales continue to
decline at a steady rate.

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore in February 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

Nord Resources reported a net loss of $10.31 million on
$14.48 million of net sales in 2011, compared with a net loss of
$21.20 million on $28.64 million of net loss in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $52.82
million in total assets, $67.76 million in total liabilities and a
$14.93 million total stockholders' deficit.


NORTHAMPTON GENERATING: Wants Plan Deadline Moved to March 9
------------------------------------------------------------
Northampton Generating Company, L.P., asks, for the ninth time,
the U.S. Bankruptcy Court for the Western District of North
Carolina to extend its exclusive periods to file and solicit
acceptances for the proposed Plan of Reorganization until March 9,
2013, and May 8, respectively.

Absent the extension, the Debtor's exclusive right to file a plan
will expire on Feb. 7.

The Debtor notes that after negotiations and discussions with the
secured lenders and other creditors, it filed its Plan on Dec. 21,
2012.  The Debtor seeks to further extend the exclusive periods so
that the Debtor will have additional time to amend and re-file the
Plan, if necessary, and to solicit acceptances thereof.

                              The Plan

According to the Disclosure Statement dated Dec. 21, the primary
purposes of the Plan are to:

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

   -- provide for the cancellation of existing equity interests
and the issuance of new equity Interests;

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

   -- provide for payments to certain creditors in accordance with
the terms of the Plan.

                   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.


NORTHAMPTON GENERATING: Cash Use Extended to Jan. 18
----------------------------------------------------
Northampton Generating Company, L.P., filed with the Court a
proposed seventh amendment of the final order regarding use of
cash collateral and adequate protection.

The seventh amendment, filed with the written consent of the
collateral agent, provides that Section 16(viii) of the final
order is amended to provide a new date of Jan. 18, 2013.

As reported in the Troubled Company Reporter on Aug. 14, 2012, on
Jan. 13, 2012, the Court entered a final order regarding use of
cash collateral and adequate protection.  Pursuant to Section 5 of
the final order, the amendment of the date appearing in Section
16(viii) of the final order may be effectuated, with the consent
of the collateral agent, by filing with the Court a notice of
amendment.  Such amendment will be effective upon filing.

As reported in the TCR on Jan. 23, 2012, U.S. Bank National
Association, as successor collateral agent and successor senior
bond trustee for the senior bonds and Law Debenture Trust Company
of New York, not individually but as successor bond trustee has
consented to the Debtor's access to the cash collateral to operate
its business postpetition.

As of the Petition Date, the Debtor has obligations associated
with certain resource recovery revenue bonds issued for Debtor's
benefit in 1994.

As of the Petition Date, the amounts due and owing by Debtor with
respect to the Bonds and Bond Documents are:

   i) unpaid principal on the Senior Bonds in the amount of
      $71,400,000;

  ii) unpaid principal on the Junior Bonds in the amount of
      $19,100,000;

iii) accrued but unpaid interest on the Senior Bonds in the
      amount of $2,011,496;

  iv) accrued but unpaid interest on the Junior Bonds in the
      amount of $2,688,749; and

   v) unliquidated, accrued and unpaid fees and expenses of the
      Bond Trustees and their counsel incurred through the
      Petition Date.

As adequate protection from diminution in value of the lenders'
collateral the Debtor will grant each Bond Trustee replacement
lien and security interest (the Rollover Lien) in all assets of
the Debtor existing on or after the Petition Date of the same type
as the prepetition Bond Collateral, a superpriority administrative
expense claim status, subject to carve out.

Additionally, the Debtor will make adequate protection payments
based on fees and expenses of (x) the Bond Trustees and their
respective professionals and (y) certain specified professionals
representing the holders of the Junior Bonds, incurred in
connection with the Bonds, including the Prepetition Expense
Claim.

                   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.


NORTHCORE TECHNOLOGIES: Amends 2011 Annual Report
-------------------------------------------------
Northcore Technologies Inc. amended its annual report on Form 20-F
for the year ended Dec. 31, 2011, filed with the Securities and
Exchange Commission on April 3, 2012, for the purpose of amending
Item Number 3(A) and Item Number 18 to the 2011 Form 20-F.

The amendment has no effect to the Company's statements of
operations and balance sheet for 2011.

Item 3(A) provides that:

  "The selected financial data set forth below should be read in
   conjunction with, and is qualified by reference to, our
   consolidated financial statements and the related notes, and
   the section "Operating and Financial Review and Prospects"
   included elsewhere in this Annual Report.  The consolidated
   statement of operations data for the years ended December 31,
   2011 and 2010 and consolidated statements of financial position
   data as of December 31, 2011 and 2010, as set forth below, are
   derived from our audited consolidated financial statements and
   the related notes included elsewhere in this Annual Report in
   accordance with International Financial Reporting Standards.
   The consolidated statement of operations and comprehensive loss
   data for the years ended December 31, 2009, 2008 and 2007 and
   the consolidated statements of financial positions data as at
   December 31, 2009, 2008, and 2007 have been derived from our
   audited consolidated financial statements for those years in
   accordance with Canadian generally accepted accounting
   principles and reconciled to accounting principles generally
   accepted in the United States of America, which are not
   included in this Annual Report but have previously been filed
   with the Commission."

According to the amended Annual Report for the year ended Dec. 31,
2011, the Company has not yet realized profitable operations and
has relied on non-operational sources of financing to fund
operations.  The Company's ability to continue as a going concern
will be dependent on management's ability to successfully execute
its business plan including a substantial increase in revenue as
well as maintaining operating expenses at or near the same level
as 2011.  The Company cannot provide assurance that it will be
able to execute on its business plan or assure that efforts to
raise additional financings will be successful.

"The continued existence beyond 2011 is dependent on the Company's
ability to increase revenue from existing products and services,
and to expand the scope of its product offering which entails a
combination of internally developed software and business ventures
with third parties, and to raise additional financing."

A copy of the amended Form 20-F is available for free at:

                        http://is.gd/VXZZDn

                    About Northcore Technologies

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of
C$3.93 million in 2011, compared with a loss and comprehensive
loss of C$3.03 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed C$3.49
million in total assets, C$1.27 million in total liabilities and
C$2.21 million in total shareholders' equity.


NORTHCORE TECHNOLOGIES: Signs Consulting Pact with Dynamic Equity
-----------------------------------------------------------------
Northcore Technologies Inc. entered into a consulting agreement
with Dynamic Equity Fund II to assist the Company in implementing
new initiatives.

As part of its mandate, Dynamic will help the Company form a
Special Committee comprised of relevant domain experts who will
create and implement an action plan to transition Northcore into
higher margin opportunities by fundamentally changing the
Company's approach to revenue generation from its patented and
proprietary intellectual property.

"We are looking forward to Dynamic delivering and implementing an
action plan with the expected results being that Northcore and
Envision will see benefits in Q2 of this year and beyond," said
Jim Moskos, Interim CEO of Northcore Technologies.

Northcore develops solutions to support the evolving needs of
industry and provides comprehensive platforms for the management
of capital equipment and the implementation of Social Commerce
business models.  These products are proven, effective and in use
by some of the world's most successful corporations.

Further disclosure on Envision's portfolio and capabilities can be
found at www.envisiononline.ca.

                   About Northcore Technologies

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of
C$3.93 million in 2011, compared with a loss and comprehensive
loss of C$3.03 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed C$3.49
million in total assets, C$1.27 million in total liabilities and
C$2.21 million in total shareholders' equity.


NUSTAR LOGISTICS: Moody's Cuts Sr. Long-Term Debt Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service downgraded NuStar Logistics, L.P.'s
senior long-term debt rating to Ba1 from Baa3, concluding a review
announced on July 9, 2012. NuStar Logistics is one of the main
operating subsidiaries and the chief financing entity for NuStar
Energy L.P (NuStar), the public Master Limited Partnership. At the
same time it assigned a Corporate Family Rating of Ba1 and an SGL-
3 Speculative Grade Liquidity Rating to NuStar Logistics. The
rating outlook is stable.

Ratings Assignments

-- NuStar Logistics L.P. and NuStar Pipeline Operating
    Partnership L.P. senior notes downgraded to Ba1

-- NuStar Logistics L.P. Corporate Family Rating of Ba1

-- NuStar Logistics L.P. Probability of Default Rating of Ba1

-- Speculative Grade Liquidity Rating of SGL-3

Ratings Rationale

The downgrade reflects the high capital spending and debt
financing needed to support NuStar's acquisitions and internal
growth investments, which will keep financial leverage elevated
and result in weak distribution coverage over the next few years.
The MLP also faces a degree of execution risk on the assets it is
acquiring from TexStar Midstream Services LP, which will entail
construction and integration risk relative to NuStar's existing
assets, although the ultimate goal of its operational transition
is to de-risk its business profile and improve returns. Given
NuStar Energy's consolidated leverage and depressed unit price,
the MLP is unlikely to tap equity markets in the near-term to help
finance its growth.

NuStar's elevated financial leverage, with adjusted Debt/EBITDA
estimated in area of 5.3x as of the end of 2012, is the result of
poor returns, the earnings volatility and hedging losses on past
refining operations and, most recently, the debt-financed
acquisitions (closed and pending) of the TexStar crude oil
pipelines, gathering, and storage operations, as well as NGLs
pipelines and fractionation assets. The cost of the TexStar assets
will be in the area of $425 million.

In addition, NuStar expects to invest more than $625 million in
growth capital in 2013, much of which will be tied to the
expansion and integration of the TexStar assets, including
construction of a Y-Grade pipeline, fractionators, and crude
gathering and terminal assets, but also for other internal growth
projects in the storage business. In line with its MLP
distribution model, NuStar will need to rely on debt to fund the
expansion, with leverage still high in 2013 and beyond. While some
incremental cash flow from growth projects will accrue in 2013,
the benefit of rising EBITDA will mostly be realized toward the
end of 2014.

The Ba1 rating is supported by the breadth of NuStar's midstream
assets and a view that its business strategy and growth
investments are favorable in helping transition and grow its core
operations to a more fee-based transportation and storage model.
These should result in rising and more predictable cash flows,
particularly with the growing role it will play in oil and NGLs
production in the Eagle Ford Shale. NuStar's formation of the
NuStar Asphalt LLC joint-venture in 2012 and phased exit from its
refining related businesses, including the sale of its San Antonio
refinery, will enhance its business profile by relieving it of the
volatility, thin margins and high working capital requirements of
those operations. While Moody's does not ascribe significant value
to any future distributions from the joint venture, the rating
agency notes that NuStar does continue to have exposure in the
form of a working capital facility and other guarantees and
financial supports to the joint-venture.

Moody's views NuStar's liquidity as adequate and have assigned a
Speculative Grade Liquidity Rating of SGL-3. During the second
quarter of 2012, NuStar renewed and upsized its unsecured
revolving credit to a $1.5 billion commitment, but shortly after
closing a tight covenant required a bank waiver of the maximum
Debt/EBITDA covenant. Liquidity has improved since then. As of
September 30, 2012, the company had $1.15 billion of availability
to support both its capital needs and sizeable debt maturities,
with $500 million of long-term debt due in 2013.

While NuStar uses its revolving credit to support capital
spending, working capital and debt refinancing, it appears to have
good access to capital markets. The pending issuance of
subordinated notes will provide long-term financing of the TexStar
assets and bolster liquidity. In addition, working capital
requirements have declined with the phased exit from the asphalt
business, and NuStar received $100 million from the sale of the
San Antonio refinery in early January 2013.

The Ba1 long-term rating for the senior unsecured debt of NuStar
Logistics L.P. and NuStar Pipeline Operating Partnership L.P.
reflects the overall probability of default of NuStar Logistics,
to which Moody's assigns a PDR of Ba1, and a loss given default of
LGD 4 (51%). All of NuStar Energy L.P.'s consolidated debt is held
by these entities, including the $1.5 billion bank revolving
credit. Both entities cross guarantee each other's debt, and they
also have parent guarantees from NuStar Energy L.P., including the
bank revolver.

The outlook for NuStar's Ba1 CFR and debt ratings is stable. The
ratings could be downgraded if NuStar's Debt/EBITDA remains
elevated at 5.5x or higher and distribution coverage stays under
1x over the next few years, indicative of continued high spending,
project delays, underperforming assets, or even more aggressive
growth spending. Over the next two years Moody's will watch
NuStar's progress in delivering on its growth projects, stronger
capital returns, and expected increases in cash flow and EBITDA.
Prospects for adjusted Debt/EBITDA approaching 4x on a sustainable
basis, and more robust distribution coverage above 1.1x, could
lead to an upgrade.

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


OCALA SHOPPES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Ocala Shoppes LLC
        12570 Telecom Drive
        Tampa, FL 33637

Bankruptcy Case No.: 13-00125

Chapter 11 Petition Date: January 7, 2013

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

Judge: Michael G. Williamson

Debtor's Counsel: David S. Jennis, Esq.
                  JENNIS & BOWEN, P.L.
                  400 North Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  E-mail: ecf@jennisbowen.com

                         - and ?

                  Suzy Tate, Esq.
                  JENNIS & BOWEN, P.L.
                  400 North Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  E-mail: ecf@jennisbowen.com

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

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

The petition was signed by Gordon Comer, vice president of
Acquivest Corp., managing member.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
MLB                                Services Rendered      $502,355
c/o Fisher, Butts, et al.
5200 SW 91st Terrace, Suite 101
Gainesville, FL 32608

MacFarlane Ferguson                Legal Services         $442,351
One Tampa City Center,
201 N. Franklin Street
Tampa, FL 33602

Barnes & Noble Booksellers         Tenant Allowance       $209,000
Attn: Occupancy Accounting
1400 Old Country Road
Westbury, NY 11590

The Higbee Company                 --                     $155,000

CRO-MSRG Development, LP           Goods/Services         $150,000

Morton's Gourmet Consulting, Inc.  Services               $100,000

Countryside Glass & Mirror         Goods/Services          $77,997

Rocke McLean Sbar                  Legal Services          $71,795

Mike Scott Plumbing                Services                $49,137

Securitas Security Services        Services                $45,021

GHG Insurance, Inc.                Insurance               $43,308

Suncoast Paving                    Services                $26,142

Bernie Ruekberg                    Services                $23,523

Florida Express Environmental, LLC Goods/Services          $19,381

Adams & Reese, LLP                 Legal Services          $18,223

Clark Sales Display, Inc.          Services                $16,536

Morton's Gourmet Consulting, Inc.  Services                $16,346

Sumpter Electric Cooperative Inc.  Utility Services        $15,289

Dana Enterprises Inc.              Goods/Services          $14,297

M.P. Spychala & Assoc., Inc.       Services                $10,273


OLDE PRAIRIE: Parties-In-Interest Object to the Plan Confirmation
-----------------------------------------------------------------
CenterPoint Properties Trust, Christopher Cogewill as trustee for
The Promenade Trust, and Rosa W. Scarelli objected to the
confirmation of the Olde Prairie Block Owner, LLC 's Modified
Chapter 11 Plan dated Dec. 14, 2012.

The Debtor's Modified Plan provides that unsecured creditors will
be paid 100%.

Rosa Scarcelli is an equity holder of the Debtor.  The trustee
owns approximately 40% of one of the two LLCs that own the Debtor
and 25% of the other, and Ms. Scarcelli owns 8% of the interest of
one of the LLC owners of the Debtor, and therefore both have an
indirect equity interest in the Debtor.

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago on Sept.
2012, disclosing assets of $97 million in assets and $80.6 million
in liabilities in its schedules.  The Debtor owns two properties:
(i) the Old Prairie Property, a 53,575 square foot parcel that has
a building and a gravel paved lot at E. Cermak Road in Chicago,
and (ii) the Lakeside Property, a 159,960 square-feet property
that contains buildings in Chicago.

The Debtor said CenterPoint Properties Trust has a disputed claim
of $70.8 million, of which $63.3 million is secured.  JMB Capital
Partners is owed $3.4 million on account of DIP financing in a
previous Chapter 11 case.

Olde Prairie Block first sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  Two years later, the
bankruptcy judge in Chicago dismissed the case and granted
Centerpoint's motion to lift automatic stay to permit its state-
court foreclosure action to proceed.

In the prior case, the Debtor was represented by John Ruskusky,
Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at
Ungaretti & Harris LLP, in Chicago.  Robert R. Benjamin, Esq., at
Golan & Christie, LLP, serves as counsel to the Debtor in the 2012
Chapter 11 case.

CenterPoint is represented in the 2012 case by David F. Heroy,
Esq., and Erin E. Broderick, Esq., at Baker & McKenzie LLP.

No creditor's committee has been appointed in the case.  No
trustee has been appointed.


OLD SECOND: To Release Q4 Financial Results on Jan. 23
------------------------------------------------------
Old Second Bancorp, Inc., will release financial results for the
fourth quarter of 2012 after the market closes on Jan. 23, 2013.

The Company will also host an earnings call on Thursday, Jan. 24,
2013, at 11:00 a.m. Eastern Time (10:00 a.m. Central Time).
Investors may listen to the Company's earnings call via telephone
by dialing 877-407-8035.  Investors should call in to the dial-in
number at least 10 minutes prior to the scheduled start of the
call.

A replay of the earnings call will be available until 12:00 p.m.
Eastern Time (11:00 a.m. Central Time) on Feb. 7, 2013, by dialing
877-660-6853, using Conference ID #: 407414.

                          About Old Second

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.

The Company's balance sheet at Sept. 30, 2012, showed
$1.903 billion in total assets, $1.832 billion in total
liabilities, and stockholders' equity of $70.7 million.

Old Second Bancorp reported a net loss of $6.49 million in 2011,
compared with a net loss of $108.64 million in 2010.


OMNICOMM SYSTEMS: Matthew Veatch Quits from Board of Directors
--------------------------------------------------------------
Matthew D. Veatch resigned as a member of the Board of Directors
of OmniComm Systems, Inc., as well as the Company's Compensation
Committee and Governance and Nominating Committee.  The
resignation was effective on Dec. 31, 2012.  Mr. Veatch's
resignation was not in connection with any known disagreement with
the Company on any matter relating to the Company's operations,
policies or practices.

                       About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.

OmniComm reported a net loss of $3.52 million in 2011, compared
with a net loss of $3.13 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.81 million in total assets, $30.21 million in total liabilities
and a $27.40 million total shareholders' deficit.

"The ability of the Company to continue in existence is dependent
on its having sufficient financial resources to bring products and
services to market for marketplace acceptance," the Company said
in its quarterly report for the period ended Sept. 30, 2012.  "As
a result of our historical operating losses, negative cash flows
and accumulated deficits for the period ending September 30, 2012
there is substantial doubt about the Company's ability to continue
as a going concern."


OPTIMUMBANK HOLDINGS: Ari Haas Discloses 9.7% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Ari Haas disclosed that, as of Aug. 15, 2012,
he beneficially owns 3,000,000 shares of common stock of
OptimumBank Holdings, Inc., representing 9.7% based upon
30,900,833 shares of the Company's common stock outstanding per
the Company's Form 10-Q filed with the Securities and Exchange
Commission on Nov. 14, 2012.  A copy of the filing is available
for free at http://is.gd/YPU2wt

                      About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100% of OptimumBank,
a state (Florida)-chartered commercial bank.

The Company's balance sheet at Sept. 30, 2012, showed
$150.0 million in total assets, $141.1 million in total
liabilities, and stockholders' equity of $8.9 million.

                    Regulatory Enforcement Actions

On April 16, 2010, the Bank consented to the issuance of a Consent
Order by the FDIC and OFR.  The Consent Order covers areas of the
Bank's operations that warrant improvement and imposes various
requirements and restrictions designed to address these areas,
including the requirement to maintain certain minimum capital
ratios.  Management believes that the Bank is currently in
substantial compliance with all the requirements of the Consent
Order except for the following requirements:

   * Scheduled reductions by Oct. 31, 2011, and April 30, 2012, of
     60% and 75%, respectively, of loans classified as substandard
     and doubtful in the 2009 FDIC Examination;

   * Retention of a qualified chief executive officer and a chief
     lending officer; and

   * Development of a plan to reduce Bank's concentration in
     commercial real estate loans acceptable to the supervisory
     authorities.

The Bank has implemented comprehensive policies and plans to
address all of the requirements of the Consent Order and has
incorporated recommendations from the FDIC and OFR into these
policies and plans.  As of Sept. 30, 2012, scheduled reductions of
the aforementioned 2009 classified loans were 59.44%.


OVERLAND STORAGE: Fails to Comply with NASDAQ's MVLS Rule
---------------------------------------------------------
Overland Storage, Inc., received on Jan. 2, 2013, a notice from
The NASDAQ Stock Market LLC stating that for the last 30
consecutive business days the Company's common stock had not
maintained a minimum market value of listed securities, or MVLS,
of $35 million as required for continued listing on The NASDAQ
Capital Market under NASDAQ Listing Rule 5550(b)(2).  The notice
has no effect the listing of the Company's common stock on The
NASDAQ Capital Market at this time.

In accordance with Listing Rule 5810(c)(3)(C), the Company has 180
calendar days, or until July 1, 2013, to regain compliance with
the MVLS requirement.  To regain compliance, the MVLS of the
Company's common stock must be $35 million or more for a minimum
of ten consecutive business days ending no later than July 1,
2013.  No assurance can be given that the Company will regain
compliance during that period.  If the Company does not regain
compliance by July 1, 2013, the NASDAQ staff will provide the
Company with written notification that the Company's common stock
is subject to delisting.  At that time, the Company may appeal the
delisting determination to a NASDAQ Listing Qualifications Panel.

                        About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.

The Company's balance sheet at Sept. 30, 2012, showed $32.08
million in total assets, $32.62 million in total liabilities and a
$537,000 total shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


OVERLAND STORAGE: Marathon Capital Hikes Equity Stake to 14.3%
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Marathon Capital Management, LLC, disclosed
that, as of Dec. 31, 2012, it beneficially owns 4,037,657 shares
of common stock of Overland Storage Inc. representing 14.3% of the
shares outstanding.  Marathon Capital previously reported
beneficial ownership of 3,234,486 common shares or a 13.8% equity
stake as of Dec. 31, 2011.  A copy of the amended filing is
available for free at http://is.gd/qL0srf

                       About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.

Overland Storage's balance sheet at Sept. 30, 2012, showed $32.08
million in total assets, $32.62 million in total liabilities and a
$537,000 total shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


OVERSEAS SHIPHOLDING: Taps Chilmark Partners as Financial Advisor
-----------------------------------------------------------------
Overseas Shipholding Group, Inc., et al., asked the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Chilmark Partners, LLC as financial and restructuring
advisor.

Prepetition, the Debtors engaged Chilmark as financial and
restructuring advisor to perform various restructuring-related
astivities.

Chilmark agreed to, among other things:

   a) review and analyze the Debtors' business and prospects;

   b) review and analyze the debtors' short-term and long-term
      business plans; and

   c) analyze the Debtors financial liquidity and financing
      requirements.

The Debtors relate that Chilmark will not duplicate the services
that other professionals provide the Debtors in the cases.

Chilmark's fee structure includes, among other things:

   -- a $200,000 monthly fee;

   -- a fee equal to $8,500, payable upon consummation of the
      restructuring;

   -- a fee payable upon the consummation of the sale transaction;

   -- a fee payable upon the consummation of a financing eual to
      .75% of the amount raised in any financing.

Prepetition, Chilmark received payments of $600,000 (consisting of
$400,000 under the terms of the agreement and $200 under the terms
of prior engagement letter as retainers for services to be
rendered and expenses to be incurred.  In addition, Chilmark
received $200,000 for the services rendered in November 2012 (
monthly advance).  Chilmark has performed a preliminary
reconciliation of prepetition fees and expenses and drawn down
$50,000 from the retainer and $93,333 from the monthlu advance,
leaving a balance of $550,000 and $106,667, respectively.

The Debtors had provided Chilmark a $400,000 retainer to be
applied against fees and expenses incurred.

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

                    About Overseas Shipholding

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

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

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

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

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


OVERSEAS SHIPHOLDING: Taps Morris Nichols as Delaware Co-Counsel
----------------------------------------------------------------
Overseas Shipholding Group, Inc., et al., asked the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Morris, Nichols, Arsht & Tunnell LLP as Delaware bankruptcy
co-counsel.

Prepetition, the Debtors have engaged Morris Nichols as their
bankruptcy co-counsel in connection with the filing and
prosecution of the cases.

O Nov. 2, 2012, Morris Nichols received a payment of $250,000 as
an advance fee for services to be rendered and expenses to be
incurred, against which Morris Nichols applied $23,610 after a
preliminary reconciliation of prepetition fees and expenses.  On
Nov. 5, Morris Nichols received an additional $188,280 from the
Debtors to be held in trust for payment of filing fees for $180
Debtors.  Morris Nichols currently holds a balance of $225,343 as
advance payment for services to be rendered and expenses to be
incurred

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

                    About Overseas Shipholding

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

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

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

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

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


OXFORD FINANCE: Moody's Assigns 'B1' CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a first-time B1 corporate
family rating (CFR) to Oxford Finance LLC and assigned a B1 rating
to the company's planned $200 million senior unsecured bond. The
outlook is stable.

Summary Rating Rationale

The B1 ratings reflect the company's strong liquidity profile and
capital position along with its solid financial performance and
asset quality.

Offsetting these positive attributes are Oxford's relatively small
size in the highly competitive healthcare finance market along
with its concentrated loan portfolio. In addition, the company is
subject to key man risk with respect to its founder and CEO.

Oxford is a specialty finance company that provides primarily
senior secured term lending to the life sciences and healthcare
sectors. The company is privately held with the Sumitomo
Corporation and funds managed by the private equity firm Welsh,
Carson, Anderson & Stowe equally owning 97.5% of the company with
the remainder owned by Oxford's founder and current Chairman and
CEO. The $200 million senior unsecured bond issuance will provide
the company additional capital to finance future loan growth.

As of September 30, 2012, with $659.5 million in loans
outstanding, the company has a small share of the large and highly
competitive healthcare lending market. The company's loan
performance to date has been strong with low cumulative net
chargeoffs through September 30, 2012 of approximately $13 million
out of $1.8 billion in aggregate loan originations since 2002 with
no loans currently delinquent.

The rating outlook is stable, reflecting Moody's expectation that
the company will be able to continue to grow its health care
finance business while maintaining its strong financial
performance, asset quality and liquidity position.

The successful issuance of the $200 million of senior unsecured
corporate debt would be an important step in the development of
the company's institutional funding profile. The ratings are well
positioned given the risks however upward rating pressure could
develop if the company further establishes institutional market
access and strengthens its franchise position and depth of
management.

The ratings could be downgraded if the company's financial
performance or liquidity position deteriorates. In particular, if
loan performance suffers, leverage as measured by the company's
debt (including non-recourse secured financing and securitization
facilities) to equity ratio increases above 3.0x or if available
liquidity declines below $100 million.

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

Oxford is a specialty finance company headquartered in Arlington,
Virginia.


P&K HANNA: Case Summary & 4 Unsecured Creditors
-----------------------------------------------
Debtor: P&K Hanna Ranch, LLC
        6440 Hanna Ranch Road
        Novato, CA 94949

Bankruptcy Case No.: 13-30045

Chapter 11 Petition Date: January 9, 2013

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

Judge: Thomas E. Carlson

Debtor's Counsel: Stephen D. Finestone, Esq.
                  LAW OFFICES OF STEPHEN D. FINESTONE
                  456 Montgomery St., 20th Flr.
                  San Francisco, CA 94104
                  Tel: (415) 421-2624
                  E-mail: sfinestone@pobox.com

Scheduled Assets: $4,200,000

Scheduled Liabilities: $3,681,500

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/canb13-30045.pdf

The petition was signed by Paul Thompson, member of managing
member.


PACIFIC DEVELOPMENT: Plan Effective; Claims Objection Due Feb. 2
----------------------------------------------------------------
Pacific Development, L.C., notifies the U.S. Bankruptcy Court for
the District of Utah that the Effective Date of the Debtor's
Modified Amended Plan of Reorganization occurred on Oct. 5, 2012.

The Court set Feb. 2, 2013, as the claims objection deadline.

As reported in the Troubled Company Reporter on July 21, 2011,
generally, the Plan dated July 1, 2011, provides for the
continuation of the Debtor's development and construction of
Heritage Village, the Debtor's residential development in Payson,
Utah.  During its bankruptcy case, the Debtor has entered into a
stipulation with Central Bank, which provides for postpetition
funding to construct four homes at a time for pre-sold contracts
to qualified buyers.  Creditors and Interest holders would then be
paid from the excess profits of the Debtor's business activities.

                     About Pacific Development

Provo, Utah-based Pacific Development, L.C., is the obligor on and
owner of various real estate development loans for properties
primarily located in Payson, Salem, Springville and Harrisburg,
Utah.  The Company filed for Chapter 11 protection (Bankr. D. Utah
Case No. 10-22754) on March 10, 2010.  Blake D. Miller, Esq., and
James W. Anderson, Esq., at Miller Guymon, PC, in Salt Lake City,
represent the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

David P. Billings, Esq., and J. Thomas Beckett, Esq., at Parsons,
Behle & Latimer, P.C., in Salt Lake City, represent the Official
Committee of Unsecured Creditors.


PATRIOT COAL: Non-Union Retirees Want Own Official Committee
------------------------------------------------------------
Harold R. Racer, on behalf of himself and other similarly situated
Non-Union Retirees of Patriot Coal Corporation, et al., asks the
U.S. Bankruptcy Court for the Eastern District of Missouri to
appoint an Official Non-Union Retiree Committee.

Mr. Racer relates that on Dec. 17, 2012, the Debtors sent a mass
mailing to all non-union retirees informing them that the Debtors
would be seeking to unilaterally terminate all retiree benefits.

Mr. Racer explains that without a retiree committee, there is no
central or objective source for the retirees to obtain factual or
legal information about the status of their benefits.

Mr. Racer suggests that the committee be comprised of five
affected retirees.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.

The Official Committee of Unsecured Creditors of Patriot Coal
Corporation, et al., is represented by Kramer Levin Naftalis &
Frankel LLP; Carmody MacDonald P.C. serves as its local counsel
and conflicts counsel; and Houlihan Lokey Capital, Inc., serves as
its financial advisor and investment banker.


PATRIOT COAL: Selling Lower 5 Block Coal Seam to Pardee Minerals
----------------------------------------------------------------
A notice of sale was entered into the Court's docket announcing
the planned sale of Patriot Coal Corporation and its subsidiaries
of certain De Minimis Assets described below to Pardee Minerals,
LLC, for $2,300,000 (plus, in the event that coal in excess of
850,000 tons is mined and sold from the Premises, an amount equal
to 3.5% of the sale price of each ton of such coal):

     The Lower 5 Block seam and all seams of coal above the
     Lower 5 Block seam within a tract of land containing
     approximately 2,473 acres (663 coal acres) located west of
     Witchers Creek and the Left Fork of Witchers Creek in Cabin
     Creek District, Kanawha County, West Virginia, containing
     approximately 850,000 tons of recoverable saleable coal
     reserves within a current mine plan.

Pursuant to the terms of the Court's Aug. 16, 2012 order granting
approval of certain procedures for the sale or abandonment of De
Minimis Assets [ECF. No. 372], unless a written objection is filed
with the Court and served in the manner provided for in the Order
by Dec. 10, 2012, the aforementioned De Minimis Asset will be sold
free and clear of all liens, claims, encumbrances or interests to
the Purchaser pursuant to, among other provisions, Section 363 of
title 11 of the United States Code, in accordance with the Order.

Pardee would acquire the Premises and fund the Lessee portion of
the railroad construction costs.

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis, Missouri.


PATRIOT COAL: Peabody Denies Fraudulent Transfer Allegations
------------------------------------------------------------
Peabody Energy Corporation filed a response the motion of certain
interested shareholders for the appointment of an Official
Committee of Equity Security Holders in the Chapter 11 cases of
Patriot Coal Corporation and its affiliates.

Peabody says that while it takes no position with respect to the
relief requested in the motion, it rejects as meritless the
shareholders' unsupported assertions that (a) Peabody "saddled"
the Debtors with more than $1 billion in liabilities in connection
with the spin-off of certain of the Debtor entities from Peabody
in 2007, (b) there may be "significant fraudulent transfer and
other claims" against Peabody arising from the spin-oOff and
(c) a six-year look-back period applies to any fraudulent transfer
actions related to the spin-off.

According to Peabody, the shareholders have suggested that there
may be claims against Peabody without any basis other than the
mere occurrence of the spin-off.

Peabody, which is incorporated in Delaware and maintains its
corporate headquarters in St. Louis, Missouri, is an international
coal company that owns and operates mines in Arizona, Colorado,
New Mexico, Wyoming, Illinois, Indiana, and Australia.  According
to Peabody, the spin-off was designed to allow Peabody and Patriot
to pursue distinct growth plans and business focus.

Peabody stated:

1. The necessary element of the lack of fair consideration is not
present to support a fraudulent transfer allegation.  In fact, it
is evident from publicly available documents and filings that an
affiliate of Peabody actually assumed the Debtors' payment
obligations for $617 million of retiree healthcare benefits in
connection with the spin-off.

2. The necessary element of insolvency or inadequate
capitalization is not present to support a fraudulent transfer
allegation.

3. In addition, even though the above-referenced facts dispel any
claim that a fraudulent transfer occurred, there is no basis for
the assertion that New York's six-year statute of limitation
applies to any fraudulent transfer action relating to the spin-
off, given that Patriot's principal place of business is in
Missouri, its state of incorporation is Delaware and the majority
of its assets are located in West Virginia, all of which have four
year statutes of limitations for fraudulent transfer actions.
This is particularly true given this Court's recent Memorandum
Decision on Motions to Transfer Venue Pursuant to 28 U.S.C Section
1412 (Docket No. 1629) transferring these Chapter 11 cases to the
Eastern District of Missouri.

4. Finally, there is no support for the assertion that the Debtors
were "saddled" with legacy liabilities in connection with the
spin-off.  In fact, the Debtors' obligations for legacy
liabilities were substantially reduced by the assumption by a
Peabody affiliate of the Debtors' payment obligations for the
$617 million of retiree healthcare liabilities referenced above.
Similarly, there is no support for the allegations made by the
United Mine Workers of America in a variety of venues that (a)
Peabody is somehow legally liable for healthcare obligations
beyond those retiree healthcare payment obligations assumed by its
affiliate in connection with the spin-off, or (b) that the Peabody
affiliate is not satisfying its existing obligations to the
Debtors' retirees.

As reported in the TCR on Aug. 29, 2012, interested shareholders
in the Chapter 11 cases of Patriot Coal Corporation, et al., asked
the U.S. Bankruptcy Court for the Southern District of New York,
to order the appointment of an official committee of equity
security holders in the cases, arguing that Patriot has
significant off balance sheet assets that could result in a
"meaningful recovery to equity."

The interested shareholders, CompassPoint Partners, L.P., Frank
Williams, and Eric Wagoner, comprise an informal group of holders
of common stock of the Debtor.  They say Patriot has $1.4 billion
in tax-loss carry forwards that have value not on the balance
sheet.  Patriot had about $500 million in shareholders' equity on
the balance sheet before bankruptcy, they said.

Shareholders contend that value could be generated by filing
fraudulent-transfer lawsuits against former owners responsible for
the spinoff that left Patriot with legacy liabilities.  To
generate value for equity, the shareholders contend that
$1.4 billion in post-retirement obligations aren't debts owing by
the parent Patriot.  In their view, reorganization could be
structured to avoid liability at the parent level, thus
leaving value for shareholders.

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis, Missouri


PEER REVIEW: Employs Drake Klein as New Accountant
--------------------------------------------------
Peer Review Mediation and Arbitration, Inc., engaged Drake, Klein,
Messineo, CPAs PA, of Clearwater, Florida, as its new registered
independent public accountant.  The Company's previously
registered independent public accountant, Peter Messineo, CPA, of
Palm Harbor Florida declined to stand for re-election, as Peter
Messineo has merged his firm into the registered firm of Drake and
Klein CPAs PA.

Peter Messineo's report on the financial statements for the years
ended Dec. 31, 2011, contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to audit scope or
accounting, except that the report contained an explanatory
paragraph stating that there was substantial doubt about the
Company's ability to continue as a going concern.

The Company's Board of Directors participated in and approved the
decision to change independent accountants.  Through the period
covered by the financial audit for the years ended Dec. 31, 2011,
and including its review of financial statements of the quarterly
periods through Sept. 30, 2012, there have been no disagreements
with Peter Messineo on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction
of Peter Messineo would have caused them to make reference thereto
in their report on the financial statements.  Through the interim
period Jan. 9, 2013, there have been no disagreements with Peter
Messineo on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of Peter
Messineo would have caused them to make reference thereto in their
report on the financial statements.

During the year ended Dec. 31, 2011, and 2010 and prior to Jan. 9,
2013, the Company did not consult with DKM.

                         About Peer Review

Deerfield Beach, Fla.-based Peer Review Mediation and Arbitration,
Inc., was incorporated in the State of Florida on April 16, 2001.
The Company provides peer review services and expertise to law
firms, medical practitioners, insurance companies, hospitals and
other organizations in regard to personal injury, professional
liability and quality review.

The Company's balance sheet at Sept. 30, 2012, showed $1.8 million
in total assets, $5.9 million in total liabilities, and a
stockholders' deficit of $4.1 million.

As reflected in the financial statements, the Company has a
negative cash flow from operations of $836,866 for the nine months
ended Sept. 30, 2012.

As reported in the TCR on Aug. 6, 2012, Peter Messineo, CPA, in
Palm Harbor, Fla., expressed substantial doubt about Peer Review's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  Mr. Messineo
noted that the Company has recurring losses from operations, a
working capital deficit, negative cash flows from operations and a
stockholders' deficit.


PENINSULA HOSPITAL: Gary R. Lambert Approved as Accountant
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York,
according to Peninsula Hospital Center, et al.'s case docket,
authorized the employment of Gary R. Lambert, CPA as accountant
for the Chapter 11 trustee.

Lori Lapin Jones, as trustee of the Debtors' estates, stated that
she is in the process of analyzing and commencing actions to avoid
certain prepetition transfers, and certain postpetition transfers
from PHC that were made between Aug. 16, 2011, and Sept. 21, 2011.

Mr. Lampert will, among other things:

   a) analyze transactions with non-debtor entities and other
      related parties;

   b) identify and analyze recipients of avoidable transfers; and

   c) perform other services as the trustee deems necessary in
      connection with the avoidance actions.

Mr. Lampert has agreed to discount its hourly rates by 10%.

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

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Certilman Balin, & Hyman, LLP, which
counts Mr. McCord as one of the firm's members, served as counsel
for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.

Lori Lapin Jones, the Chapter 11 trustee is represented by
LaMonica Herbst & Maniscalco LLP.


PENINSULA HOSPITAL: LaMonica Herbst OK'd as Trustee's Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York,
according to Peninsula Hospital Center, et al.'s case docket,
authorized the employment of LaMonica Herbst & Maniscalco, LLP, as
counsel for Lori Lapin Jones, the Chapter 11 trustee of the
Debtors' estates.

                       About Peninsula Hotel

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Certilman Balin, & Hyman, LLP, which
counts Mr. McCord as one of the firm's members, served as counsel
for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.

Lori Lapin Jones, the Chapter 11 trustee is represented by
LaMonica Herbst & Maniscalco LLP.


PENINSULA HOSPITAL: Trustee Sold Nursing Home to Melnicke
---------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Lori Lapin Jones, Chapter
11 trustee for the estates of Peninsula Hospital Center and
Peninsula General Nursing Home Corp., to:

   i) sell to four affiliated entities formed by Michael Melnicke,
      Leo Friedman and Joseph Brunner these assets of the Debtors:

      1) the Nursing Home Assets to Cardiff Bay Center, LLC;

      2) the Nursing Home Real Property to Beach 50th Street LLC;

      3) the Hospital Real Property to Beach Drive Holdings LLC;
         and

      4) the Clinic Property to Beach 53rd Street LLC; and

  ii) assume and assign assumed contracts pursuant to the
     assignment procedures.

The Chapter 11 trustee said that the purchaser's bids for the
assets and properties and the clinic property is (i) the highest
or otherwise best offer received for the assets, and (ii) will
provide a greater recovery than would be provided by any other
practical available alternative.  The Trustee added that no
auction was conducted because no other qualified bids was made;
and no objections to the sale was filed.

The Trustee is (a) authorized to enter into the receivership
agreement with purchaser, and (b) pursuant to New York Public
Health Law Section 2810, request that DOH appoint purchaser as
receiver to operate the nursing home on the terms and conditions
set forth in the receivership agreement.

Additionally, the Trustee is authorized to carve-out and segregate
from the proceeds of the sale of the hospital real property and/or
clinic property sufficient funds to pay these commissions, fees
and expenses.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Certilman Balin, & Hyman, LLP, which
counts Mr. McCord as one of the firm's members, served as counsel
for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PEREGRINE PHARMACEUTICALS: $8.75MM Net Loss in Oct. 31 Quarter
--------------------------------------------------------------
Peregrine Pharmaceuticals, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $8.75 million on $6.14 million
of revenues for the three months ended Oct. 31, 2012, compared
with a net loss of $12.06 million on $4.23 million of revenues for
the three months ended Oct. 31, 2011.

For the six months ended Oct. 31, 2012, the Company had a net loss
of $16.42 million on $10.39 million of revenues, compared with a
net loss of $20.15 million on $9.89 million of revenues for the
six months ended Oct. 31, 2011.

The Company's balance sheet at Oct. 31, 2012, showed
$36.53 million in total assets, $23.86 million in total
liabilities, and stockholders' equity of $12.67 million.

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

                    About Peregrine Financial

Tustin, California-based Peregrine Pharmaceuticals, Inc., is a
biopharmaceutical company developing first-in-class monoclonal
antibodies focused on the treatment and diagnosis of cancer.

                           *     *     *

As reported in the TCR on July 19, 2012, Ernst & Young LLP, in
Irvine, California, expressed substantial doubt about Peregrine
Pharmaceuticals' ability to continue as a going concern, following
the Company's results for the year ended April 30, 2012.  The
independent auditors noted that of the Company's recurring
losses from operations and recurring negative cash flows from
operating activities.


PICCADILLY RESTAURANTS: 2nd Amended List of Top Unsec. Creditors
----------------------------------------------------------------
Piccadilly Restaurants, LLC, et al., filed with the U.S.
Bankruptcy Court for the Western District of Louisiana, a second
amended list creditors holding 20 largest unsecured claims,
disclosing:

Name of Creditor                  Nature of Claim   Claim Amount
----------------                  ---------------   ------------
Brixmor GA Springdale/Mobile         Trade Debt         $31,894

California Management Assoc.         Trade Debt        $452,791
LLC
9130 West Sunset Blvd
West Hollywood, CA 90069

Capitol City Produce                 Trade Debt         $92,597

Chandlers Parts                      Trade Debt         $33,216

Charlie Sciara & Sons, Inc.          Trade Debt         $30,448

Cheeks Elect & A/C, Inc.             Trade Debt         $30,590

Cintas Corp.                         Trade Debt         $44,335

Cora Ann Ball                        Trade Debt        $250,000
2088 Barbra Lane
Slidell, LA 70458

Crescent Business Machines           Trade Debt         $53,438

Debra Ellis                          Trade Debt         $90,000

Ecolab Pest Elimination                                 $42,013

Ecolab, Inc.                         Trade Debt        $168,337

Lunati Michele                       Trade Debt         $40,712

Merchants Foodservice                Trade Debt      $4,181,833
P.O. Box 1351
Hattiesburg, MS 39403

Peter Mayer Advertising              Trade Debt        $782,285
324 Camp Street
New Orleans, LA 70130

Poss Select Product                  Trade Debt        $103,038

Rabalais Unland & Lorio              Trade Debt         $58,982

Superior Commercial Services         Trade Debt         $45,184

Techinical Services                  Trade Debt         $31,578

Trademasters, Inc.                   Trade Debt         $39,354

                    About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Lawyers at
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New
Orleans, serve as the 2012 Debtors' counsel.  BMC Group, Inc.,
serves as claims agent, noticing agent and balloting agent.  In
its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, in
October appointed seven members to the official committee of
unsecured creditors in the Chapter 11 cases of Piccadilly
Restaurants, LLC.


PINNACLE AIRLINES: Wants Until April 25 to Propose Chapter 11 Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Jan. 16, 2013, at 9:45 a.m., to consider
Pinnacle Airlines Corp., et al.'s request for a second exclusivity
extension.

The Debtors are requesting that the the Court extend their
exclusive periods to propose a Plan until April 25 and solicit
acceptances of that plan until June 25.

The first extension order gave a Jan. 25 deadline to file a plan
and a March 27 deadline to solicit plan acceptances.

The Debtors note that negotiations with the Air Line Pilots
Association, International and Delta Air Lines, Inc., had produced
comprehensive agreements to provide them with incremental
liquidity, pilot labor cost reductions, potential career
opportunities and other benefits for pilots, a restructured fleet
and the major terms of a supported plan of reorganization.
However, the related agreements remain subject to approval by the
Court.

The Debtors need additional time to provide for court
consideration of the agreements, to negotiate, finalize and file a
compliant plan and to ensure that the Debtors' plan best addresses
the interests of their employees, creditors and estates.

                      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.


RESIDENTIAL CAPITAL: Proposes Auction for FHFA-Insured Loans
------------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates seek
permission from Judge Martin Glenn of the U.S. Bankruptcy Court
for the Southern District of New York to sell certain loans in
their portfolio that are insured by the Federal Housing
Administration.

The Debtors, according to Gary S. Lee, Esq., at Morrison &
Foerster LLP, in New York, still have material assets remaining
that will require monetization, and significant operations will
be required to do so.  Specifically, the primary assets remaining
in the Debtors' estates are approximately $1 billion of loans
insured by the FHA or the U.S. Department of Veterans Affairs.
Holding and liquidating these loans requires the Debtors to
maintain certain licenses and regulatory approvals, Mr. Lee
relates.  In light of the substantial expertise and operational
complexity required to monetize these assets, the Debtors believe
it is in the best interests of their estates to sell a portion of
these loans in the near term, Mr. Lee says.  Thus, the Debtors
now seek to sell a material and valuable portion of their
remaining assets consisting of a subset of mortgage loans that
are insured by the FHA.

The unpaid principal balance of the pool of loans the Debtors are
seeking to sell is approximately $130 million.  The FHA Loans
that are proposed to be sold were selected because the Debtors
believe that the loan pool will be attractive to a number of
prospective bidders, which will result in the highest average
market price for the loans sold, Mr. Lee tells the Court.

Mr. Lee relates that the FHA Loans were sold into Ginnie Mae
securitizations, and later became non-performing loans, which the
Debtors were required to repurchase under the applicable Ginnie
Mae guidelines.  With respect to many of the loans the Debtors
repurchased, they are able to perform modifications on those
loans that would enable the loans to become performing and then
resell the loans into Ginnie Mae securitization pools.  Loans
that the Debtors are unable to modify are typically held on the
Debtors' books until the foreclosure process is completed and an
insurance claim is submitted to the FHA, or until the loan
becomes current and the Debtors are able to resell the loan into
Ginnie Mae securitization pools.

                    Proposed Bidding Procedures

In line with the proposed sale, the Debtors also seek Court
approval of procedures that will govern the bidding and sale of
the FHA-insured loans.

The Debtors have identified approximately 15-20 parties who will
receive an offering memorandum for the FHA Loans.  These parties
include those who have previously purchased loans from the
Debtors in the ordinary course of business, those who expressed
an interest in purchasing the whole loan assets sold to Berkshire
Hathaway Inc., and those parties who are known to purchase
similar assets in the whole loan market.

In order to participate in the bidding process, a person or
entity interested in purchasing the FHA Loans must first deliver
an executed confidentiality agreement to the Debtors and the
Official Committee of Unsecured Creditors.

Bidders executing a confidentiality agreement will be afforded
the opportunity to conduct preliminary due diligence.  The
Debtors propose a two-stage due diligence: (1) First, the Debtors
will allow potential bidders to review loan tapes for the FHA
Loans in order to enable potential bidders to formulate a bid,
and (2) the Debtors will allow the Successful Bidder to review
servicing, credit, and mortgage files to further assess the value
of each loan, the validity of FHA insurance, and compliance with
federal and local guidelines.

Based on its diligence, the Successful Bidder will submit a final
bid on a loan-by-loan basis. The Debtors may then remove loans
from the portfolio to be sold if the Debtors determine that bid
does not maximize the value of the individual loan.  If the
Debtors, in consultation with the Interested Parties, determine
that either (i) the bids submitted after the first diligence
stage, or (ii) the final bid do not allow the Debtors to realize
sufficient value for the FHA Loans, the Debtors reserve their
right, upon consultation with the Interested Parties, to monetize
the FHA Loans in the ordinary course or to terminate the Sale
without prejudice to the Debtors' right to seek Court approval of
a sale of the FHA Loans at a later date.

The deadline for submitting Bid Packages is Feb. 6, 2013, at 5:00
p.m.  A timely Bid Package received from a bidder that meets the
requirements will be reviewed by the Debtors, in consultation
with the Interested Parties, to determine which Bid Package, if
any, offers the highest and best bid for the FHA Loans.

                     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: Amends AFI Cash Collateral Order
-----------------------------------------------------
The Court approved a stipulation between Residential Capital LLC
and Ally Financial, Inc., amending the AFI DIP and Cash Collateral
Order to reflect these provisions:

   (a) The AFI DIP will be repaid in full on the earlier of (i)
       the closing of the whole loan "legacy" portfolio to
       Berkshire Hathaway Inc., and (ii) January 10, 2013, unless
       otherwise agreed to in writing solely by AFI in its
       capacity as the AFI DIP Lender, in its sole discretion;

   (b) The Debtors, the Junior Secured Parties, the AFI Lender,
       and the Official Committee of Unsecured Creditors will
       negotiate in good faith to enter in an agreement, to be
       subject to Court approval, by January 31, 2013 or as soon
       as practicable thereafter on a revised expense allocation
       methodology that will become effective following the
       closing of the sale of the Debtors' mortgage origination
       and servicing platform; and

   (c) The Borrowers' right to use Prepetition Collateral,
       including Cash Collateral, and the AFI DIP Loan, will
       automatically terminate (w) on the effective date of a
       Plan for any Debtor, or (x) upon the earlier of (i) the
       closing of the sale of the Debtors' assets and (ii)
       March 31, 2013, unless extended in writing by the AFI
       Lender in its sole discretion, or (y) upon written notice
       by the AFI Lender to the Borrowers after the occurrence
       and during the continuance of any of the following events
       beyond any applicable grace period.

As reported in the June 29, 2012 edition of the TCR, Judge Martin
Glenn permitted Residential Capital and its affiliates, on a final
basis, to borrow up to $220 million in postpetition financing on a
secured, superpriority basis from parent, Ally Financial Inc.

Judge Glenn recognized that the Debtors need to obtain the full
amount of the financing available under the AFI DIP Loan in order
to permit the orderly continuation of the operation of their
businesses, including the continued funding of the GNMA Buyouts
to ensure their compliance with the Ginnie Mae Guide and maintain
their current issuer status.  Before the Petition Date, the
Debtors funded the repurchase of whole loans from Ginnie Mae
pools in order to, among other things, avoid GMAC Mortgage being
in violation of delinquency triggers applicable to it under
Chapter 18 of the Ginnie Mae Guide -- the GNMA Buyouts.

Pursuant to the Final AFI DIP Order, the Debtors are authorized
to borrow up to $220 million under the AFI DIP Loan; provided,
that the aggregate amount of AFI prepetition and postpetition
draws under the AFI Loan Agreement authorized under this final
order may not exceed $600 million.  The amount available under
the AFI DIP Loan will be $200 million, and any additional
borrowings in excess of $200 million will be made at the sole
discretion of AFI.  Ally will receive superiority administrative
expense claims in its capacity as the lender under the AFI DIP
Loan.

The Debtors also won final Court permission to use cash
collateral of AFI and the holders of the 9.625% Junior Secured
Notes Due 2015, solely for the purposes detailed within the
initial 20-week forecast of anticipated cash receipts and
disbursements as set forth in the Debtors' Motion.  The Debtors
will provide AFI and the holders with adequate protection for any
diminution in value of the collateral.

                     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: Proposes Locke Lord as Litigation Counsel
--------------------------------------------------------------
Residential Capital LLC and its affiliates seek the Court's
authority to employ Locke Lord LLP as litigation counsel, nunc pro
tunc to Sept. 1, 2012.

The Ordinary Course Professionals Order authorized the Debtors to
employ Locke Lord, among other firms, in the ordinary course of
business.  The OCP Order provides a $50,000 OCP Case Limit per
OCP.  From the Petition Date through October 31, 2012, Locke Lord
has accrued approximately $722,757, in legal fees in connection
with its representation of the Debtors in various litigation
matters.

In order for Locke Lord to continue to represent the Debtors in
various litigation matters, Locke Lord must be retained as
litigation counsel to the Debtors pursuant to Section 327(e) of
the Bankruptcy Code nunc pro tunc to September 1, 2012.

As litigation counsel, Locke Lord will:

   (a) represent the Debtors in connection with various class
       action and complex litigation matters, including the case
       captioned Kral v. GMAC Mortgage;

   (b) represent the Debtors in connection with contested
       foreclosure matters, including borrowers' affirmative
       defenses and counterclaims;

   (c) represent trustees and other owners of loans secured by
       mortgages serviced by the Debtors in litigation involving
       those loans, including claims brought pursuant to the
       Truth in Lending Act, the Fair Credit Reporting Act, the
       Real Estate Settlement Procedures Act, the Equal Credit
       Opportunity Act, state consumer fraud statutes and other
       statutory and common law claims;

   (d) represent the Debtors in housing court matters in which
       municipalities seek to enforce their police powers with
       regard to properties in which the Debtors either have a
       current interest or may have had some interest in the
       past;

   (e) represent the Debtors in responding to governmental
       inquiries, including inquiries by the Department of
       Housing and Urban Development and the Texas Workforce
       Commission; and

   (f) represent the Debtors in offensive litigation in which one
       of the Debtors is a plaintiff and seeks affirmative relief
       against a defendant.

Locke Lord will be paid its customary hourly rates ranging from
$320 to $600 for partners and of counsel, $212 to $380 for
associates, and $216 to $238 for paralegals.  The Debtors will
also reimburse the firm for any necessary out-of-pocket expenses.

Thomas J. Cunningham, Esq., at Locke Lord LLP, in Chicago,
Illinois, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

Mr. Cunningham also disclosed that as of the Petition Date, Locke
Lord held a retainer in the approximate amount of $390,305, and
had a prepetition claim against the Debtors' estate in the amount
of $118,123.  Pursuant to the terms of the OCP Order, upon Locke
Lord's deemed retention as an OCP, Locke Lord applied a portion
of the retainer to satisfy its prepetition claim.  Locke Lord has
further applied the retainer to satisfy $50,000 in postpetition
legal fees accrued during each of the months of May, June, July,
August and September.  As of Jan. 3, 2013, the retainer balance
is approximately $44,515.

Mr. Cunningham may be reached at:

         Thomas J. Cunningham, Esq.
         LOCKE LORD LLP
         111 South Wacker Drive
         Chicago, IL 60606
         Tel: (312) 443-1731
         Fax: (312) 896-6731
         Email: tcunningham@lockelord.com

                     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).


SATNAM LODGING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Satnam Lodging, L.L.C.
        1051 N. Cambridge Street
        Kansas City, MO 64120

Bankruptcy Case No.: 13-40100

Chapter 11 Petition Date: January 10, 2013

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

Judge: Dennis R. Dow

Debtor's Counsel: Lydia M. Carson, Esq.
                  CARSON LAW CENTER, P.C.
                  4004 Washington Street
                  Kansas City, MO 64111
                  Tel: (816) 333-1110
                  E-mail: lydiacarsonlaw@yahoo.com

Scheduled Assets: $2,148,267

Scheduled Liabilities: $3,142,037

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mowb13-40100.pdf

The petition was signed by Daljeet Mann.


SHORE SERVICES: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Shore Services, Inc.
        904 Sunset Avenue
        Asbury Park, NJ 07712

Bankruptcy Case No.: 13-10259

Chapter 11 Petition Date: January 7, 2013

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

Judge: Kathryn C. Ferguson

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY & REILLY
                  53 South Main St.
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  E-mail: kwasnylaw@aol.com

Estimated Assets: not indicated

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

A copy of the Company's list of its four largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/njb13-10259.pdf

The petition was signed by Kevin Lotosky, president.


SILIKEN MANUFACTURING: Updated Case Summary & Creditors' Lists
--------------------------------------------------------------
Lead Debtor: Siliken Manufacturing USA, Inc.
             dba Siliken California Corporation
             dba Siliken Manufacturing Inc.
             P.O. Box 130729
             Carlsbad, CA 92013

Bankruptcy Case No.: 13-00119

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Christopher B. Latham

Debtor's Counsel: Ali M.M. Mojdehi, Esq.
                  COOLEY LLP
                  4401 Eastgate Mall
                  San Diego, CA 92121-1909
                  Tel: (858) 550-6130
                  Fax: (858) 550-6420
                  E-mail: amojdehi@cooley.com

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

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

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Siliken USA, Inc.                      13-00120
dba Solarbear, Inc.
dba Siliken Renewable Energy, Inc.
   Assets: $1,000,001 to $10,000,000
   Debts: $100,001 to $500,000

The petitions were signed by Richard M. Kipperman, chief
restructuring officer.

A. A copy of Siliken Manufacturing USA, Inc.'s list of its 18
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/casb13-00119.pdf

B. A copy of Siliken USA, Inc.'s list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/casb13-00120.pdf


SINO-FOREST CORP: Unveils CCAA Plan Implementation Date
-------------------------------------------------------
Sino-Forest Corporation on Jan. 11 disclosed that the Plan
Implementation Date, the date on which the Company's CCAA Plan of
Compromise and Reorganization dated December 3, 2012 is to become
effective, is expected to be on or about January 17, 2013.  This
date has been selected with the consent of the Initial Consenting
Noteholders and the Monitor (all capitalized terms not otherwise
defined herein are as defined in the Plan).  In addition, on the
consent of the Ontario Class Action Plaintiffs, the Company, the
Monitor and the Initial Consenting Noteholders in accordance with
the Plan, the amount of the reserve for Unresolved Claims against
Sino-Forest to be created under the Plan has been reduced from
$158.5 million to $28.5 million as a result of (a) certain
agreements reached with certain Eligible Third Party Defendants
who have agreed to become Named Third Party Defendants pursuant to
the Plan; and (b) the reduction of the Indemnified Noteholder
Class Action Claim Limit as it relates to the remaining Third
Party Defendant who is not a Named Third Party Defendant.  As a
result of the reduction in the Unresolved Claims Reserve,
approximately 98.5% of the Newco Notes and Newco Shares will be
distributed to Affected Creditors of Sino-Forest with Proven
Claims on the implementation of the Plan.


SINTRA CAPITAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sintra Capital LLC
        c/o John Barrett
        18731 Clearview Drive
        Huntington Beach, CA 92648

Bankruptcy Case No.: 13-10171

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Mark S. Wallace

Debtor's Counsel: William P. Fennell, Esq.
                  LAW OFFICE OF WILLIAM P. FENNELL, APLC
                  1111 Sixth Ave. Ste. 404
                  San Diego, CA 92101
                  Tel: (619) 325-1560
                  Fax: (619) 325-1558
                  E-mail: william.fennell@fennelllaw.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/cacb13-10171.pdf

The petition was signed by Robert J. Corbin, administrative
member.


SPRINT NEXTEL: S&P Puts 'B+' Corp. Credit Rating on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that the 'B+' corporate
credit rating and all other ratings on Overland Park, Kan.-based
wireless carrier Sprint Nextel Corp. remain on CreditWatch with
positive implications.  The ratings were placed on CreditWatch on
Oct. 11, 2012.

Additionally, S&P's 'CCC' corporate credit rating and all other
ratings on Bellevue, Wash.-based wireless carrier Clearwire Corp.
remain on CreditWatch with positive implications.

Our CreditWatch listing on Sprint Nextel followed the announcement
that it was in talks to sell all or part of the company to Japan-
based SoftBank Corp.  Subsequently, on Oct. 15, 2012, Sprint
Nextel announced its signed agreement to sell a 70% stake in the
company to SoftBank for about $20.1 billion, which would include
an
$8 billion cash infusion.

"We placed our ratings on Clearwire on CreditWatch with positive
implications on Dec. 13, 2012, after Sprint Nextel signed an
agreement to acquire the remaining 49% stake in Clearwire that it
did not already own for about $2.1 billion plus the assumption of
debt," S&P said.

The CreditWatch update follows the announcement that Clearwire
received a proposal by satellite-TV provider DISH to purchase
about 24% of Clearwire's spectrum for $2.2 billion.  It will also
try to acquire at least a quarter of Clearwire's common stock for
$3.30 per share with certain governance rights.  Additionally, the
two companies would enter into a commercial agreement that would
enable DISH to use Clearwire to help build and operate a network,
and DISH would provide Clearwire with financing to fund its own
network build and near-term operating losses.  The Clearwire
spectrum would cover approximately 11.4 billion MHz-POPs.  The bid
for Clearwire's equity is higher than the $2.97 per share price
that Sprint agreed to with Clearwire to acquire the remaining
stake in Clearwire that it did not already own.  While the
ultimate outcome of the proposed transaction is difficult to
determine, S&P believes that there are significant hurdles for
DISH to overcome
in its bid for Clearwire.  Under the current merger agreement with
Sprint Nextel to buy the remaining stake in Clearwire that it does
not already own, Clearwire is prohibited from selling spectrum
assets without Sprint Nextel's consent.  The equity holders'
agreement further places constraints on a spectrum sale.  Also
under the equity holders' agreement, Sprint Nextel can block a
change of control since that would require consent from 75% of the
outstanding shareholders.

Still, Clearwire's board has a fiduciary duty to evaluate the DISH
proposal since the offered equity price is at a premium to what
was offered by Sprint Nextel to public Clearwire shareholders.

Standard & Poor's will continue to monitor discussions between
Sprint Nextel and Clearwire regarding the acquisition offer as
well as the proposed offer by DISH for Clearwire. S&P could raise
or affirm the ratings on Clearwire if an acquisition by either
Sprint Nextel or DISH is ultimately completed.

It is S&P's view that Sprint Nextel's acquisition of the portion
of Clearwire that it does not already own would most likely be
linked to consummation of SoftBank's pending purchase of Sprint
Nextel.  Accordingly, in the event that Sprint Nextel acquires
full ownership of Clearwire, S&P will first assess the stand-alone
credit profile of the combined company.  Key factors will be the
impact of the additional spectrum on Sprint Nextel's business risk
profile as well as the higher leverage for the combined company.
S&P believes that the stand-alone credit profile for a combined
Sprint Nextel and Clearwire would be lower than Sprint Nextel's
current stand-alone credit profile.  Next, S&P would evaluate
imputation of credit support from SoftBank depending on its view
of the strategic relationship between SoftBank and Sprint Nextel.
If, however, Sprint Nextel is not successful in its proposed
acquisition of Clearwire, S&P would evaluate Sprint Nextel's
stand-alone credit profile and impute some degree of support from
SoftBank.


TC GLOBAL: Court Approves McDreamy Offer
----------------------------------------
Tiffany Hsu at The Los Angeles Times reports that Judge Karen
Overstreet of the U.S. Bankruptcy Court in Seattle on Friday
afternoon accepted the $9.15 million bid for the Tully's Coffee
chain from an investment group called Global Baristas bannered by
"Grey's Anatomy" star Patrick Dempsey.

LA Times relates Starbucks Corp. wanted half of Tully's 47
company-owned shops in Washington and California, and plans to
rebrand them as its own stories.  Philippines-based AgriNuture
Inc. wants the rest.  Together their bid was $10.6 million.

Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Starbucks and other parties that lost during the 13-
hour auction for the coffee chain appeared before the Bankruptcy
Court on Friday, asking Judge Overstreet to reject the winning bid
from the "Grey's Anatomy" star's investment group.

The Dow Jones report relates Starbucks et al. said Mr. Dempsey,
whom Hollywood calls "McDreamy", unfairly charmed auctioneers
without putting in the highest bid.  According to the report,
attorneys for a Denver private equity firm that put in the very
first bid of $4.3 million, said in court papers Mr. Dempsey's
company of creating a spectacle that "may have impeded financing
for qualified bidders and creates the appearance that its bid was
favored."

Dow Jones notes The Seattle Times gushed over his bid, welcoming
Mr. Dempsey's company as a "rescue squad" for the recession-
battered chain.  Television cameras waited outside the auction to
capture his moment.  The next day, Mr. Dempsey celebrated
alongside Tully's Chief Executive Scott Pearson by visiting
Tully's to make the baristas blush.

Dow Jones relates that, in court papers Thursday, Tully's Chief
Executive Scott Pearson threw his support behind Mr. Dempsey's
offer to keep the chain intact, which would save its 480 jobs.
Customers could still use their $5.4 million worth of unspent gift
cards, he said.

Dow Jones relates Mr. Pearson also revealed in court papers that
Tully's coffee supplier Green Mountain Coffee Roasters is trying
to protect its sales pipeline.  As Tully's exclusive roaster,
Green Mountain has the power to cause a fuss that would delay the
sale, which its executives promised to do if Starbucks won the
right to buy some stores, Mr. Pearson said in court papers.  But
with Green Mountain's blessing, a winning bidder could purchase
the company by the end of the month.

Dow Jones notes Starbucks planned to wipe the Tully's name off and
the converted stores would not sell Green Mountain-brewed coffee.

                          About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.

TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 12-20253-KAO) on Oct. 10, 2012.

The Debtor is represented by attorneys at Bush Strout & Kornfeld
LLP, in Seattle.

The Debtor disclosed assets of $4.9 million and debt totaling
$3.7 million, including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's will close nine stores following
bankruptcy.

Bloomberg report discloses that Tully's sold the wholesale and
distribution business in 2009, generating $40 million that allowed
a $5.9 million distribution to shareholders.


TER/KAR LLC: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: Ter/Kar, LLC
        c/o Karen Watson
        P.O. Box 21890
        Hilton Head Island, SC 29925

Bankruptcy Case No.: 13-00126

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Michael W. Mogil, Esq.
                  LAW OFFICE OF MICHAEL W. MOGIL, P.A.
                  2 Corpus Christie Place, Ste. 303
                  Hilton Head Island, SC 29928
                  Tel: (843) 785-8110
                  Fax: (843) 785-9676
                  E-mail: mwmogil@aol.com

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

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

A list of the Company's two largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/scb13-00126.pdf

The petition was signed by Karen Fuller Watson, managing member.


TIGER HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tiger Hospitality Services, Inc.
        dba Best Western Plus
        5760 Legacy Drive
        Suite B3-328
        Plano, TX 75024

Bankruptcy Case No.: 13-40088

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  8140 Walnut Hill Lane
                  Suite 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/txeb13-40088.pdf

The petition was signed by Roger Pate, president.


VI-JON INC: Financial Results No Impact on Moody's 'B2' CFR
-----------------------------------------------------------
Moody's Investors Services on Jan. 10 said that Vi-Jon, Inc.'s
latest financial results for the twelve months ending September
30, 2012 reflect stronger profitability and cash flow as compared
to Moody's expectations and is a credit positive, but that the
company's current B2 Corporate Family Rating and stable outlook is
not affected.

For more detailed information, see Moody's issuer comment on
Vi-Jon published on Moody's.com.

St. Louis-based Vi-Jon, Inc. is a private label manufacturer of
personal care products with more than 300 different formulations
and more than 5,000 products across a wide spectrum of categories.
Vi-Jon is the combination of the July 2006 merger of two leading
personal care private label manufacturers, Vi-Jon Laboratories,
Inc. and Cumberland Swan Holdings, Inc. Vi-Jon is the direct
subsidiary of VJCS Holdings, Inc., which in turn is owned by
Berkshire Partners and other co-investors including management.


WATERMAN PROPERTIES: Case Summary & 6 Unsecured Creditors
---------------------------------------------------------
Debtor: Waterman Properties, LLC
        90 Donato Drive
        Little Falls, NJ 07424

Bankruptcy Case No.: 13-10529

Chapter 11 Petition Date: January 10, 2013

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

Judge: Novalyn L. Winfield

Debtor's Counsel: Ilissa Churgin Hook, Esq.
                  HOOK & FATOVICH, LLC
                  1430 Route 23 North
                  Wayne, NJ 07470
                  Tel: (973) 686-3800
                  Fax: (973) 686-3801
                  E-mail: ihook@hookandfatovich.com

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

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

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb13-10529.pdf

The petition was signed by Louis Paolino, managing member.


* Moody's Says Commercial Property Prices to Trend Flat or Down
---------------------------------------------------------------
Over the next several years, commercial real estate prices will be
flat or trend down, with the exception of those for the apartment
sector, which will continue to trend upward, according to the
outlook for pricing in this month's report on the Moody's/RCA
Commercial Property Price Indices (CPPI). Prices for non-mall
retail commercial real estate will have the weakest near-term
performance.

For November, the Moody's/RCA Commercial Property Price Indices
(CPPI) national all-property composite increased 0.4%. A 1.2% rise
in apartment prices drove the increase entirely, as core
commercial prices were flat.

"Across the major property sectors in commercial real estate the
post-crisis price recovery has largely played out," says Moody's
Director of Commercial Real Estate Research Tad Philipp, lead
author of the report "Moody's/RCA CPPI: Price Outlook - Apartment
to Increase, Commercial Will Trend Flat to Down."

"With capitalization rates poised to increase and net operating
income trending down, core commercial prices will give back a
portion of their post-trough recovery," says Mr. Philipp.

In 2016 and 2017, when there will be a surge in commercial real
estate refinancing, Moody's expects prices to be generally
consistent with those of today. Increasing capitalization rates
will largely offset the benefits of improving fundamentals, says
Moody's.

Non-mall retail has the weakest fundamentals among the core
commercial sectors. Moody's does not expect net operating income
in non-mall retail to grow over the next three-to-four years. The
sector is exposed to weak pricing power because of high vacancy as
well as tenants signing new leases with rents that are lower than
in their previous ones.

Among the major property types, apartments have the strongest
fundamentals, given the sector's sub-5% vacancy rate. Growth in
apartment net operating income should more than offset the
negative impact of rising cap rates, allowing for prices to
continue to appreciate. New construction, while low, needs to be
carefully monitored, says Moody's.

Apartment prices rose by 10.6% over the last 12 months, according
to the Moody's/RCA CPPI . The apartment sector has recovered 75.3%
of its post-financial crisis loss, while apartments in major
markets have recovered 98.7%.

The Central Business District (CBD) office sector outperformed all
other property sectors over the past three- and 12- month periods,
with prices increasing by 6.3% and 18.1%, respectively. CBD office
has recovered 92.3% of its peak-to-trough loss in major markets
and 79.4% overall.

Composed of a suite of 20 indices, the Moody's/RCA Commercial
Property Price Indices is a series that measures price changes in
US commercial real estate through advanced repeat-sale regression
(RSR) analytics. The indices use transaction data from Real
Capital Analytics (RCA) and a methodology developed by David
Geltner, a professor at MIT, in conjunction with Moody's and RCA.

Provided by CBRE Econometric Advisors, the forecasts in the
January report are consistent with those used in Moody's
Commercial Mortgage Metrics.


* Moody's Says One-Third of US Colleges Faces Falling Revenues
--------------------------------------------------------------
Weakened pricing power and difficulty in growing enrollment are
impeding revenue growth at an increasing number of US colleges and
universities, according to Moody's Investors Service's fourth
annual tuition survey. Moody's found that a third of universities
expect net tuition revenue to either decline or grow at a rate
below inflation in fiscal year 2013.

In all, 17% of both private and public universities are expecting
declines in net tuition revenue, while another 16% are expecting
percent increases that are less than the rate of inflation.

"The cumulative effects of years of depressed family income and
net worth, as well as uncertain job prospects for many recent
graduates, are combining to soften student market demand at
current tuition prices," says Moody's Analyst Emily Schwarz, lead
author of the report on the survey called "More U.S. Universities
Expect Tuition Revenue Declines; Larger, Diversified Universities
Favored in Tough Higher Education Market."

"In addition to these economic pressures, tougher governmental
scrutiny of higher education costs and disclosure practices is
adding regulatory and political pressure to prevent tuition and
revenue from rising at past rates," says Moody's Ms. Schwarz.

There may be further fiscal pressure on colleges should federal
budget negotiations lead to student aid and loan programs being
curtailed, because the share of students that depend on these
funding sources continues to rise.

Rated universities are moderately reliant on federal student
loans, which funded an estimated median 40% of student charges for
public universities and 21% for private universities in FY 2012.
Some public and lower-rated private universities, as well as for-
profit universities, reported higher rates of dependence.

As for tuition, 33% of private universities and 32% of public ones
projected net tuition revenue to decline or grow below a 2% rate,
approximately the rate of inflation. By comparison, before the
recession in fiscal year 2008, 11% of private universities and 9%
of public ones projected less than 2% growth.

Smaller, tuition-dependent universities with lower credit ratings
are most vulnerable to revenue and pricing pressures, says
Moody's. Private universities project a 2.6% increase in net
tuition per student from FY 2012 to FY 2013 and public
universities project a similar 2.7% increase.

This year's increase for public universities is much lower than
net tuition per student increases over the past five years, which
averaged 6.7%, likely in response to families' sensitivity to
rising higher education costs.

Falling graduate school enrollments weigh on the total enrollments
of many universities, says Moody's. Approximately 46% of all
universities are projecting enrollment declines for fall 2012,
however the vast majority are modest changes and total enrollment
is expected to be stable compared to the prior year. Undergraduate
enrollment increased a median 0.5% from fall 2011 to fall 2012 and
graduate enrollment declined a median 0.4% across all
universities.

The survey results show there continues to be a flight to quality,
with large, higher-rated universities generally experiencing
enrollment growth, says Moody's.

For the last four years, Moody's has surveyed its rated US
universities on their expectations for tuition and enrollment. It
received responses from over half of the 515 universities that it
rates.


* Moody's Says North-American Consumer Product Company Bonds Weak
-----------------------------------------------------------------
A review of high-yield bond deals from North American consumer
products companies reveals they provide weaker protections, on
average, than the bonds of other non-financial corporates, Moody's
Investors Service says in a new report, "North American Consumer
Products Bonds Offer Below-Average Protection." Nonetheless, in
the six key risk areas Moody's evaluates, structural subordination
provides a bright spot.

"The average Covenant Quality score for consumer products company
bonds was 3.5 on our five-point scale," says Vice President --
Senior Analyst Nancy Meadows. "This compares with an average of
3.39 for all non-financial corporate bonds in our High-Yield
Covenant Database." On Moody's five-point scale, 1.0 denotes the
strongest covenant protection, and 5.0 the weakest. Bonds issued
by Levi Strauss & Co., American Greetings Corp. and Prestige
Brands Inc. were among those with the weakest investor protections
in the consumer products sector.

But bonds issued by consumer products companies offer stronger
protections against structural subordination, Ms. Meadows says,
meaning those companies have less flexibility to direct free cash
flow away from bondholders. Consumer products companies had an
average score of 2.6 for structural subordination, compared with
2.8 for other North American non-financial corporates.

As expected, covenant quality increases further down the rating
scale, since holders of lower-rated bonds expect more protection.
At the B and Ca rating levels, consumer product company covenant
packages are stronger than those of similarly rated non-financial
corporates. At the Ba rating level, however, average covenant
quality is notably weaker in the consumer products sector. This
likely reflects the relatively stable, more defensive nature of
consumer products companies, Ms. Meadows says.

Additionally, among consumer product company bonds there are a
higher proportion of high-yield lite packages. "In the past two
years, some 67% of consumer products company bond issuances in the
Ba rating category had high-yield lite structures, compared with
44% for similarly rated non-financial corporate bonds," Meadows
says. "This is a sign that investors are comfortable with weaker
protections at the higher end of the high-yield rating range in
the consumer products industry."


* Timing Is Everything for Potential "Bond Bubble," Fitch Says
--------------------------------------------------------------
A global search for yield led fixed-income investors to pad their
portfolios with U.S. investment-grade corporate bonds in 2012.
While these bonds have historically experienced low levels of
default, they remain exposed to market risk should interest rates
spike from their abnormally low levels. The interest rate risk
facing corporate bond investors is exacerbated by the high
proportion of fixed-rate debt issued of late, which accounted for
96% of U.S. corporate bonds sold between September to November
2012, versus 60% in 2007, according to SIFMA.

A return to higher interest rates will certainly affect fixed-
income investors with longer duration bond portfolios, and timing
remains key. A number of variables will aid in determining losses
for holders of U.S. corporate bonds, but Fitch Ratings notes the
speed at which rates will rise is among the most critical.

For instance, if interest rates were to revert rapidly to early
2011 levels (a 200 basis point rise), a typical investment-grade
U.S. corporate bond (rated 'BBB' with a 10-year maturity) could
lose 15% of its market value assuming constant spreads, as
explained in Fitch's recent report "The 'Bond Bubble': Risks and
Mitigants." An orderly reversion would make for an easier investor
landing. If rates rose at a more gradual pace, losses would be
mitigated by the coupon income received and the shorter remaining
maturity.

Very simply, if a rise in rates were to take place over a one year
period, the loss on a typical 'BBB' 10-year U.S. corporate bond
might be closer to 9.5%. Given a two-year window, the potential
loss would be even lower at roughly 3.5%. The U.S. Federal Reserve
said in December 2012 it would keep short-term interest rates near
zero at least through mid 2015. While a continuation of
accommodative monetary policy would reduce the likelihood of a
sudden spike in rates, it could exacerbate existing imbalances, as
an increasing share of investor portfolios would consist of lower
coupon securities that are particularly vulnerable to rising
rates.

"We also note that while a jump in interest rates could translate
to significant market value losses, the largest holders of U.S.
corporate bonds (U.S. life insurance companies at $2.1 trillion)
would likely be able to mitigate losses in a rising rate scenario
via asset-liability management and regulatory capital levels will
remain stable as statutory accounting rules heavily utilize book
value when marking assets," Fitch adds.


* US Credit Card Chargeoffs Close Out 2012 at 6Yr Low, Fitch Says
-----------------------------------------------------------------
U.S. credit card ABS finished 2012 on a strong note with
chargeoffs shattering another record low, according to the latest
index results from Fitch Ratings.

Prime credit card chargeoffs dipped below 4% for the first time
since 2006, falling to 3.98% in December. The 18 basis point (bp)
decline in chargeoffs is a continued result of declining
bankruptcy filings delinquencies throughout 2012 which have
stabilized somewhat in the past few months. Chargeoffs have
declined 29.43% since the end of 2011.

Late stage delinquencies increased three basis points (bps) in
December to 1.73%. Despite the small increase, late payments
remained relatively steady around the 1.70% mark for the past four
months. This is a sign that delinquencies are stabilizing and
could be a harbinger of chargeoffs plateauing in the coming
months. In 2012, Fitch's 60+ Day Delinquency Index declined by
almost 25% year-over-year.

Gross yield slipped slightly this month by 19 bps to 18.18%. This
is in line with the average for 2012 of 18.19% and not far off the
historical average of 18.56%. On the whole, gross yield has
remained fairly stable this year, only decreasing 3.45% since the
end of 2011. Despite a decline in gross yield, three-month average
excess spread has reached an all-time high of 11.51%, surpassing
the previous high of 11.38% last month. The increase in excess
spread is being driven by the decline in chargeoffs.

Monthly payment rate (MPR) is down slightly to 22.27% from 22.43%
last month and the historic high of 22.99% in September 2012. This
is above the historical average of 19.30%.

September 2012 marked the first time total ABS outstandings had
increased since December 2011. However since that point the
balance has declined each month and is now under the $100 billion
mark for the first time since December 1995. Outstandings have
declined by 25.85% over the past year as ABS notes continue to
mature and are not replaced by new issuance.

Fitch's Prime Credit Card index was established in 1991 and tracks
more than $99 billion of prime credit card ABS backed by
approximately $263 billion of principal receivables. The index is
primarily comprised of general purpose portfolios originated by
institutions such as Bank of America, Citibank, Chase, Capital
One, Discover, etc.

With the exception of chargeoffs, performance of Fitch's Retail
Credit Card Index improved. Gross yield rose by 2.36% to 26.50%
this month after a dip to 25.89% last month. Overall, gross yield
has increased 3.23% in the past year. MPR also rebounded this
month after a temporary two month slip, improving 72 bps to
15.81%.

Chargeoffs increased 4.69% to 6.69% after dropping almost 20% over
the course of 2012. Chargeoffs are still well below the historical
average of 9.09%. 60+ day delinquencies have been stabilizing
around 2.70% for the past seven months after peaking in early
2009.

Fitch's Retail Credit Card index tracks more than $27 billion of
retail or private label credit card ABS backed by approximately
$50 billion of principal receivables. The index is primarily
comprised of private label portfolios originated and serviced by
Citibank (South Dakota) N.A., GE Money Bank and World Financial
Network National Bank. More than 165 retailers are incorporated
including Wal-Mart, Sears, Home Depot, Federated, Loews, J.C.
Penney, Limited Brands, Best Buy, Lane Bryant and Dillard's, among
others.

ABS ratings on both prime and retail credit card trusts are
expected to remain stable given available credit enhancement, loss
coverage multiples, and structural protections afforded investors.


* BOND PRICING -- For Week From Jan. 7 to 11, 2013
--------------------------------------------------

  Company              Coupon     Maturity   Bid Price
  -------              ------     --------   ---------
1ST BAP CHUR MEL        7.500   12/12/2014       5.000
AES EASTERN ENER        9.000     1/2/2017       3.570
AES EASTERN ENER        9.670     1/2/2029       4.125
AGY HOLDING COR        11.000   11/15/2014      50.250
AHERN RENTALS           9.250    8/15/2013      56.200
ALION SCIENCE          10.250     2/1/2015      49.277
AMBAC INC               6.150     2/7/2087       4.670
ATP OIL & GAS          11.875     5/1/2015       7.375
ATP OIL & GAS          11.875     5/1/2015       7.375
ATP OIL & GAS          11.875     5/1/2015       7.500
BANK OF AMERICA         4.875    1/15/2013     100.000
BUFFALO THUNDER         9.375   12/15/2014      35.000
CENTRAL EUROPEAN        3.000    3/15/2013      62.000
CHAMPION ENTERPR        2.750    11/1/2037       1.000
CLEAR CHANNEL           5.750    1/15/2013      97.993
DELTA AIR 1992B2       10.125    3/11/2015      30.000
DIRECTBUY HLDG         12.000     2/1/2017      18.750
DIRECTBUY HLDG         12.000     2/1/2017      18.750
DOWNEY FINANCIAL        6.500     7/1/2014      64.250
DYN-RSTN/DNKM PT        7.670    11/8/2016       4.875
EASTMAN KODAK CO        7.000     4/1/2017      12.625
EASTMAN KODAK CO        7.250   11/15/2013      12.445
EASTMAN KODAK CO        9.200     6/1/2021      12.925
EASTMAN KODAK CO        9.950     7/1/2018      12.678
EDISON MISSION          7.500    6/15/2013      46.701
ELEC DATA SYSTEM        3.875    7/15/2023      95.000
FAIRPOINT COMMUN       13.125     4/1/2018       1.000
FAIRPOINT COMMUN       13.125     4/1/2018       1.000
FAIRPOINT COMMUN       13.125     4/2/2018       1.220
FIBERTOWER CORP         9.000     1/1/2016      28.000
FRONTIER COMM           6.250    1/15/2013     100.050
GEOKINETICS HLDG        9.750   12/15/2014      44.750
GEOKINETICS HLDG        9.750   12/15/2014      44.350
GLB AVTN HLDG IN       14.000    8/15/2013      31.875
GLOBALSTAR INC          5.750     4/1/2028      55.500
GMX RESOURCES           4.500     5/1/2015      44.775
HAWKER BEECHCRAF        8.500     4/1/2015       8.250
HAWKER BEECHCRAF        8.875     4/1/2015      16.000
HORIZON LINES           6.000    4/15/2017      30.000
HUTCHINSON TECH         8.500    1/15/2026      49.500
JAMES RIVER COAL        4.500    12/1/2015      43.660
JEHOVAH-JIREH           7.800    9/10/2015      10.000
JOHN DEERE CAP          5.100    1/15/2013     100.054
LBI MEDIA INC           8.500     8/1/2017      25.375
LEHMAN BROS HLDG        0.250   12/12/2013      21.125
LEHMAN BROS HLDG        0.250    1/26/2014      21.125
LEHMAN BROS HLDG        1.000   10/17/2013      21.125
LEHMAN BROS HLDG        1.000    3/29/2014      21.125
LEHMAN BROS HLDG        1.000    8/17/2014      21.125
LEHMAN BROS HLDG        1.000    8/17/2014      21.125
LEHMAN BROS HLDG        1.250     2/6/2014      21.125
LEHMAN BROS INC         7.500     8/1/2026      18.000
MANNKIND CORP           3.750   12/15/2013      75.250
MASHANTUCKET PEQ        8.500   11/15/2015       5.250
MASHANTUCKET PEQ        8.500   11/15/2015       5.250
MASHANTUCKET TRB        5.912     9/1/2021       5.250
MF GLOBAL LTD           9.000    6/20/2038      65.000
OVERSEAS SHIPHLD        8.750    12/1/2013      36.770
PLATINUM ENERGY        14.250     3/1/2015      65.199
PLATINUM ENERGY        14.250     3/1/2015      47.000
PMI CAPITAL I           8.309     2/1/2027       0.125
PMI GROUP INC           6.000    9/15/2016      30.500
POWERWAVE TECH          1.875   11/15/2024       3.500
POWERWAVE TECH          1.875   11/15/2024       3.500
POWERWAVE TECH          3.875    10/1/2027       3.500
POWERWAVE TECH          3.875    10/1/2027       3.500
PRUDENTIAL FIN          2.750    1/14/2013     100.035
PRUDENTIAL FIN          5.150    1/15/2013      99.998
RESIDENTIAL CAP         6.875    6/30/2015      22.000
REVEL AC INC           12.000    3/15/2018       5.750
SAVIENT PHARMA          4.750     2/1/2018      18.000
SCHOOL SPECIALTY        3.750   11/30/2026      50.625
TARGET CORP             5.125    1/15/2013     100.013
TERRESTAR NETWOR        6.500    6/15/2014      10.000
TEXAS COMP/TCEH        10.250    11/1/2015      29.562
TEXAS COMP/TCEH        10.250    11/1/2015      30.750
TEXAS COMP/TCEH        10.250    11/1/2015      30.750
TEXAS COMP/TCEH        15.000     4/1/2021      36.500
TEXAS COMP/TCEH        15.000     4/1/2021      41.100
THQ INC                 5.000    8/15/2014      20.167
TL ACQUISITIONS        10.500    1/15/2015      35.000
TL ACQUISITIONS        10.500    1/15/2015      34.125
TOUSA INC               7.500    1/15/2015       2.000
UAL 1991 TRUST         10.020    3/22/2014      11.250
USEC INC                3.000    10/1/2014      40.625
VERSO PAPER            11.375     8/1/2016      42.130
WASH MUT BANK FA        5.125    1/15/2015       0.010
WASH MUT BANK NV        6.750    5/20/2036       0.250
WCI COMMUNITIES         6.625    3/15/2015       0.875
WESTERN EXPRESS        12.500    4/15/2015      61.875
WESTERN EXPRESS        12.500    4/15/2015      61.875



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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