TCR_Public/130116.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 16, 2013, Vol. 17, No. 15

                            Headlines

23 EAST: Creditors' Liquidating Plan Has Conditional Approval
333-345 GREEN: Section 341(a) Meeting Slated for Feb. 11
360 GLOBAL: Files 2009 Form 10-K as Required by Plan
A123 SYSTEMS: JCI Cites Free Speech in $5.5M Feud with Creditors
A123 SYSTEMS: Committee Wins Approval to Hire Washington Lobbyist

ACACIA DIVERSIFIED: Files Annual Report for 2010
AHERN RENTALS: To Appeal Court Ruling on Reorganization Stay Order
AIRBORNE HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating
ALCO CORP: Association Wants Unsecured Priority
ALCO CORP: Nevarez & Sanchez Okayed for Civil Case

ALETHEIA RESEARCH: CIBC OK'd to Terminate Sub-Advisory Agreements
AMERICAN AIRLINES: Wants Plan Deadline Moved to April 1
AMERICAN AIRLINES: Wins OK to Sell Townhouse for GBP14-Mil.
AMERICAN AIRLINES: Shareholders' Committee Becoming More Likely
AMERICAN AIRLINES: CRT Analyst Sees Equity Value

AMERICAN AIRLINES: Continues Information Exchange With USAir
AMERICAN COMMERCE: Incurs $50,400 Net Loss in Nov. 30 Quarter
AMERICAN NANO: Incurs $2.1-Mil. Net Loss in Fiscal 2012
AMERICAN POWER: Kevin Tierney Quits Board of Directors
AMERICAN SUZUKI: Judge Approves Chapter 11 Disclosure Statement

AMF BOWLING: U.S. Trustee Opposing Bonus Proposal
ATP OIL: To Auction Shallow-Water Gulf Wells in February
BACK YARD BURGERS: Pharos Retains Business With New Investment
BAKERS FOOTWEAR: Converting to Chapter 7 Liquidation
BERKELEY COFFEE: Issues 13.6 Million Common Shares to Sean Tan

BIG M INC: Sec. 341(a) Meeting of Creditors on Feb. 13
BIG M INC: Proposes $13.2MM DIP Financing From Salus
BLOCK COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'BB-'
BLUE EARTH: Files for Chapter 7 Liquidation
BOMBARDIER INC: Moody's Affirms 'Ba2' CFR; Outlook Negative

BONTAN CORPORATION: Incurs Net Loss of C$2.5-Mil. in Fiscal 2012
BOSTON GENERATING: Creditors Defend Lawsuit v. US Power Gen
BRIGHT HORIZONS: Moody's Reviews 'B2' CFR for Possible Upgrade
BRIGHT HORIZONS: S&P Gives Prelim. 'B+' Rating to $915MM Facility
C.P. HALL: Columbia Loses Appeal Over $4MM Integrity Settlement

CENTRAL EUROPEAN: Moody's Downgrades CFR/PDR to 'Caa3'
CLEAR CHANNEL: Bank Debt Trades at 16% Off in Secondary Market
CLEMENT CARINALLI: Evidentiary Hearing on Bank Claim to Proceed
COLONY BEACH: Resort Files Bankruptcy to Avert Foreclosure
DAYBREAK OIL: Incurs $1.2 Million Net Loss in Nov. 30 Quarter

DELUXE CORP: BlackRock Discloses 11.6% Equity Stake
DETROIT, MI: Courts, Not Politicians, Should Control Bankruptcy
DEWEY & LEBOEUF: ePlus Rule 2004 Bid Has March 28 Hearing
DIGITAL DOMAIN: Balks at Walt Disney's Bid to Delay Patent Sale
DIGITAL DOMAIN: Wants Until April 9 to Propose Reorganization Plan

DIRECT MARKET: Files for Chapter 7 Liquidation
ECOSPHERE TECHNOLOGIES: John Brewster Named CEO, Pres. & Chairman
ELCOM HOTEL: Parties Dispute Control of Property
ENVISION SOLAR: Has $1.2MM Selling Agreement with Allied Beacon
EVELETH MINES: DC Cir. Affirms PBGC Decision on Thunderbird Plan

FIBERTOWER CORP: Judge Clears Pay Raises for Workers
FIRST DATA: CEO Jonathan Judge to Quit for Health Reasons
FIRST QUANTUM: S&P Puts 'B+' Corp. Credit Rating on CreditWatch
GENCORP INC: S&P Rates New $460MM 2nd Lien Secured Notes 'B-'
GEOKINETICS INC: Enters Into Restructuring Support Agreement

GLYECO INC: Selling Units for $0.65 Apiece
GOLDEN GUERNSEY: OpenGate Milk Company Liquidating
GRAYMARK HEALTHCARE: Closes Three Sleep Diagnostic Facilities
GSC GROUP: Ex-Workers Want Trustee Booted for Cloaking Ties
GSC GROUP: Kaye Scholer, Capstone Must Disgorge $15MM, UST Says

HANDY HARDWARE: Proposes Donlin Recano as Claims Agent
HAWKER BEECHCRAFT: JPMorgan Offers $600-Mil. Exit Financing
HAWKER BEECHCRAFT: Bank Debt Trades at 47% Off in Secondary Market
HELICOS BIOSCIENCES: Wins Final OK for Use of Cash Collateral
HONK'S INC: Idaho Discount Retailer Files Chapter 11

HOSTESS BRANDS: Insurer Barred From Arbitrating on Dispute
HOSTESS BRANDS: Proposes Flowers-Led Auction on Feb. 28
HOSTESS BRAND: Reaches Deal with Insurers Over Policy Collateral
INOVA TECHNOLOGY: Amends Fiscal 2012 Annual Report
INOVA TECHNOLOGY: Amends 375 Million Common Shares Prospectus

JAYHAWK ENERGY: Incurs $663,200 Net Loss in Fiscal 2012
JUDO ASSOCIATES: Empty Lot on Canal Returns to Bankruptcy
K-V PHARMACEUTICAL: Files Chapter 11 Plan
LARSON LAND: Creditor Objects to Ch. 7 Conversion Absent Payment
LEAR CORP: Moody's Affirms 'Ba2' CFR; Rates $500MM Notes 'Ba2'

LEAR CORP: S&P Hikes CCR to 'BB+'; Rates $500MM Unsec. Notes 'BB'
LEHMAN BROTHERS: Traxis Tests Rigidity of Plan
LEHMAN BROTHERS: Delays March Payouts Amid Archstone Sale
LIFECARE HOLDINGS: Hirings of Advisors Approved
LODGENET INTERACTIVE: PAR Investment Sells Remaining Shares

LODGENET INTERACTIVE: Mittleman Brothers No Longer Owns Shares
MARIANA PORTS AUTHORITY: Fitch Keeps 'BB-' Rating on $31.6MM Bonds
MARIANA PORTS AUTHORITY: Fitch Affirms 'B-' Rating on $14MM Bonds
MEDICAL INTERNATIONAL: Provides Status Report to Investors
METRO FUEL: Asks to Maintain Exclusive Chapter 11 Control

MF GLOBAL: Customers Again Denied Ability to Investigate
MF GLOBAL: Customers Must Give Releases Before Payouts
MF GLOBAL: European Customers Seeing 60% Recovery
MPG OFFICE: Peter Johnston Resigns as EVP, Leasing
NEW ENGLAND COMPOUNDING: May Have Chapter 11 Trustee Appointed

NNN CYPRESSWOOD: 341(a) Meeting Slated for Feb. 12
NORTEL NETWORKS: Creditors Make Another Stab at Settlement
NORTEL NETWORKS: Litigation Pits Bondholders Against Retirees
NORTEL NETWORKS: Former Executives Acquitted in Fraud Case
NUSTAR LOGISTICS: Fitch Rates New Junior Subordinated Notes 'B+'

NUSTAR LOGISTICS: Moody's Assigns 'Ba2' Subordinated Debt Rating
NUSTAR LOGISTICS: S&P Rates New Subordinated Notes Due 2043 'B+'
OCALA FUNDING: Recovers $9 Million From Sovereign in Lawsuit
OCALA SHOPPES: Hiring Jennis & Bowen as Counsel
ODYSSEY DIVERSIFIED: Court Confirms Odyssey VI, VII and IX's Plans

OMEGA NAVIGATION: Insider Settlement Killed by Judge
OMEGA NAVIGATION: Looks to Sell Assets After Judge Halts Deal
OPEN SOLUTIONS: S&P Withdraws 'CCC+' Corporate Credit Rating
OVERSEAS SHIPHOLDING: Becomes Maritime Law Test Case
PATRIOT COAL: Hearing on Retiree Committee Adjourned to Feb. 26

PATRIOT PLACE: Court Nixes Rival Exit Plans, Sale to El Paso
PEER REVIEW: Engages Drake Klein as New Accountant
PENSON WORLDWIDE: Starts Rejecting Contracts as Part of Wind-Down
PENSON WORLDWIDE: Proposes KCC as Claims and Notice Agent
PENSON WORLDWIDE: S&P Lowers Issuer Credit Rating to 'D'

PENSON WORLDWIDE: Case Summary & 30 Largest Unsecured Creditors
PEREGRINE FINANCIAL: Regulator Turns to Execs for Fraud Fixes
PETRON ENERGY II: Amends Q1 2012 to Respond to Comments of SEC
PHI GROUP: Sets Aside 5.6 Million Common Shares for Dividend
PINNACLE AIRLINES: Pilots Ratify Restructuring Agreement

PINNACLE AIRLINES: Hearing on ALPA Tentative Deal Scheduled Today
PINNACLE AIRLINES: Gets 90 More Days to File Chapter 11 Plan
PRESTIGE BRANDS: Moody's Affirms 'B1' CFR; Outlook Stable
PRIME HEALTHCARE: Moody's Affirms 'B2' CFR; Rates Revolver 'Ba3'
QUIGLEY CO: Supreme Court Asks Govt.'s Opinion on Pfizer Appeal

REGAL ENTERTAINMENT: Fitch Assigns 'B-' Rating to Sr. Unsec. Notes
REGAL ENTERTAINMENT: Moody's Affirms 'B1' CFR; Rates Bonds 'B3'
REGAL ENTERTAINMENT: S&P Affirms 'B+' CCR, Stable Outlook
RESIDENTIAL CAPITAL: Ally Seeks to Enjoin Landon Suit
RESIDENTIAL CAPITAL: JPM Drops Opposition to Stay Relief Protocol

RESIDENTIAL CAPITAL: Committee's Pachulski Application Amended
RESIDENTIAL CAPITAL: U.S. Trustee Objects to Proposed Bonus Plan
RG STEEL: To Enter Into Compensation Agreements with 2 Sr. Staff
RG STEEL: Can Apply PJMS Cash to Sparrows' Obligations
RG STEEL: Time to Remove Actions Extended Until April 26

RYLAND GROUP: JPMorgan Chase Lowers Equity Stake to Less Than 1%
RYLAND GROUP: BlackRock Hikes Equity Stake to 11.4%
SMART ONLINE: Sells Additional $375,000 Convertible Note
SNO MOUNTAIN: Ski Resort Planning for Feb. 28 Auction
STANFORD INT'L: SEC Continues Fighting for Customers

STEINWAY MUSICAL: S&P Raises CCR to 'B+'; Outlook Stable
STEREOTAXIS INC: Regains Compliance with NASDAQ MVPHS Requirement
STEREOTAXIS INC: Sophrosyne Capital Discloses 5.1% Equity Stake
SUPERVALU INC: S&P Puts 'B' Corp. Credit Rating on CreditWatch
TALON THERAPEUTICS: Issues 60,000 Pref. Shares to Warburg, et al

TC GLOBAL: Starbucks Protests Losing Auction Bid
TELETOUCH COMMUNICATIONS: To Settle $1.9MM Texas Tax Liability
TERCON INVESTMENTS: Canadian Receiver Files Ch. 15 in Alaska
TERCON INVESTMENTS: Chapter 15 Case Summary
TERRESTAR CORP: Gets Approval to Incur $16.5 Million DIP Financing

TEXAS RANGERS: Ex-Owner, JPMorgan Call Truce in Creditor Dispute
TEXAS RANGERS: Ex-Owner, JPMorgan Call Truce in Creditor Dispute
THREE LEGGED MONKEY: Exit Plan for Landlord Denied
THQ INC: Common Stock Delisted from NASDAQ
UNITED AMERICAN: "Put Exercise Period" to End on March 30

VANDERRA RESOURCES: OK'd to Implement Key Employee Incentive Plan
VERTIS HOLDINGS: Wins Injunction Against Jay Schiller
VIGGLE INC: Sillerman Line of Credit Hiked to $20 Million
WAVE SYSTEMS: Has Until July 8 to Comply with Nasdaq Requirement
WESTMORELAND COAL: Amends Bylaws to Update with Developments

WILCOX EMBARCADERO: Has Access to WF Cash Collateral Until Jan. 31
ZACHRY HOLDINGS: Moody's Gives 'B1' CFR; Rates $250MM Notes 'B2'

* Fitch Says Deal Ends Uncertainty for US Residential Servicers
* First American Ducks Duty to Indemnify Lender in $100M Deal Row

* Setting Aside Abandonment Is Governed by Rule 60(b)

* Dorsey Adds Five Lawyers to West Coast Bankruptcy Practice
* Lowenstein Sandler Elects Seven New Partners
* Law360 Names Morrison Foerster Bankr. Practice Group of the Year

* Upcoming Meetings, Conferences and Seminars

                             *********

23 EAST: Creditors' Liquidating Plan Has Conditional Approval
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted conditional approval to the proposed disclosure statement
describing Secured Creditors SLC2 Holdings LLC and Seaway Capital
Corp.'s Plan of Liquidation for 23 East 39th Street Developers,
LLC, dated Nov. 30, 2012.

The Plan provides for the liquidation of the Debtor through a sale
of the Debtor's real property and improvements thereon located at
23 East 39th Street, New York, New York, subject to higher or
better bids to be made at an auction to be conducted by SLC2 and
Seaway prior to the confirmation hearing.

The Debtor has entered into a contract to sell the Property to
SLC2 for $12,300,000.  At closing, SLC2 will pay Seaway $365,000
and Seaway will assign its claim to SLC2 and will release its lien
upon the Property.  Seaway will not assign any guaranties or other
collateral.  If the Property is sold to a purchaser other than
SLC2, Seaway's recovery will be limited to $365,000 and the
remaining $1,135,000 ($12,300,000 less $10,800,000 SLC2 Claim less
$365,000 Seaway Claim) due at the closing will be paid to SLC2 in
accordance with its instructions.

If SLC2 is the prevailing bidder, it will fund distributions under
the Plan.  SLC2's first mortgage will be discharged or satisfied
(from $10.9 million to $10.8 million).  The $10,000 will be used
to establish a fund for pro rata distribution to holders of
allowed unsecured claims.  If there is competitive bidding for the
Property, the balance of the sale proceeds of a sale in excess of
$12,550,000 ($12,300,000 and $250,000 break-up fee) will go to the
holders of unsecured claims (excluding SLC2's and Seaway's
deficiency claims).

Each holder of an allowed unsecured claim will receive payment in
cash equal to its pro rata share of the unsecured creditors fund
to be established on the Effective Date in the amount of $10,000
plus $50,000 of the proceeds of a higher and better sale in the
sum of $12,600,000 and all other amounts in excess of $12,600,000.
SLC2 will waive its deficiency claim.  Seaway's deficiency claim,
if any, will be included in class for voting purposes.

Interests in the Debtor will be canceled and are deemed to have
rejected the Plan.

A copy of the Disclosure Statement describing the Secured
Creditors' Plan of Liquidation for the Debtor is available at:

            http://bankrupt.com/misc/23east.doc78.pdf

                     About 23 East 39th Street

23 East 39th Street Developers LLC filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11304) on March 30, 2012.  The Debtor
estimated assets and debts of $10 million to $50 million as of the
Chapter 11 filing.

The Debtor is a limited liability company that was formed to
purchase real property and improvements thereon located at 23 East
39th Street, in New York City.  The Property is encumbered by a
first mortgage in the principal sum of $7,250,000 in favor of SLC2
Holdings LLC, as assignee of JPMorgan Chase Bank N.A., successor
in interest to Washington Mutual N.A. and a second mortgage in
favor of Seaway Capital Corp. as assignee of Madison Exchange LLC
in the principal sum of $1,150,000.  The Property consists of a
vacant six story townhouse building.  The Property was originally
acquired by the Debtor for the sum of $10,400,000 on Oct. 9, 2007.

Judge Robert E. Gerber oversees the case.  James O. Guy, Esq., in
Clifton Park, New York, serves as counsel to the Debtor.


333-345 GREEN: Section 341(a) Meeting Slated for Feb. 11
--------------------------------------------------------
The meeting of creditors in the Chapter 11 case of 333-345 Green
LLC is scheduled for Feb. 11, 2013, at 11:00 a.m.  The meeting
will be held at 271 Cadman Plaza East, Room 4529, Brooklyn, New
York.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers creditors a one-time opportunity to
examine a bankrupt company's representative under oath about its
financial affairs and operations that would be of interest to the
general body of creditors.

                        About 333-345 Green

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

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

Marc A. Pergament, Esq., at Weinberg Gross & Pergament, LLP,
serves as counsel to the Debtor.


360 GLOBAL: Files 2009 Form 10-K as Required by Plan
----------------------------------------------------
360 Global Investments filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$150,000 on $0 of revenue for the year ended Dec. 31, 2009,
compared with net income of $0 on $0 of revenue during the prior
year.

360 Global's balance sheet at Dec. 31, 2009, showed $0 in total
assets, $150,000 in total liabilities and a $150,000 total
stockholders' deficit.

The Hall Group, CPAs, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2009.  The independent auditors noted that
the Company has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.
In addition, the Company has filed for Chapter 11 bankruptcy
protection in order to reorganize and work out its debt
arrangements.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

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

                         http://is.gd/6d6BOJ

On Dec. 12, 2008, 360 Global's Disclosure Statement and Plan of
Reorganization was confirmed by United States Bankruptcy Court for
the District of Nevada.

As described in this Global Plan, the Company'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 following SEC filings (among other filings and
reports), which Reorganized Global will complete as soon as
practical taking into account the general economic climate:

          - 10K annual report for the year 2009
          - 10Q for the 1st quarter of 2010
          - 10Q for the 2nd quarter of 2010
          - 10Q for the 3rd quarter of 2010
          - 10K annual report for the year 2010
          - 10Q for the 1st quarter of 2011
          - 10Q for the 2nd quarter of 2011
          - 10Q for the 3rd quarter of 2011
          - 10K annual report for the year 2011
          - 10Q for the 1st quarter of 2012
          - 10Q for the 2nd quarter of 2012
          - 10Q for the 3rd quarter of 2012
          - 10K annual report for the year 2012

The second activity is to conduct the appropriate search, perform
the necessary analysis, negotiate a price and structure, plan the
financing, and raise the necessary capital to acquire an operating
business or effect a merger or acquisition, or capital stock
exchange, asset acquisition, or other similar business combination
with an operating business.

                          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.


A123 SYSTEMS: JCI Cites Free Speech in $5.5M Feud with Creditors
----------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that Johnson Controls
Inc., which recently lost an auction for bankrupt A123 Systems
Inc., accused the battery maker's creditors Monday of trampling
its First Amendment rights by fighting to withhold a $5.5 million
breakup fee over Johnson Controls' lobbying efforts against the
Chinese firm that won the auction.

In an objection filed in Delaware bankruptcy court, Milwaukee-
based Johnson Controls admitted to voicing its concerns to U.S.
officials about Wanxiang Group Corp.'s bid for A123's lithium ion
battery technology, the report said.

                         About A123 Systems

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

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

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

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

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

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

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

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

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

JCI has filed an appeal from the sale approval.


A123 SYSTEMS: Committee Wins Approval to Hire Washington Lobbyist
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Washington lobbyists typically aren't among the
professionals hired in a bankruptcy reorganization.  The Chapter
11 case for A123 Systems Inc. is an exception to the rule.

According to the report, the bankruptcy judge on Jan. 11 gave the
A123 official creditor's committee authorization to hire Capitol
Counsel LLC as lobbyist to counter opposition to government
approval of the sale to China's Wanxiang Group Corp.

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

The committee, the report discloses, said that Johnson Controls
Inc., a loser at auction, hired a "seasoned political lobbyist" to
fight against government approval of the sale.  Milwaukee-based
JCI also appealed the sale-approval order.  JCI said it may be
interested in buying the business if Wanxiang can't obtain
government approval.

                         About A123 Systems

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

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

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

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

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

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

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

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

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

JCI has filed an appeal from the sale approval.


ACACIA DIVERSIFIED: Files Annual Report for 2010
------------------------------------------------
Acacia Diversified Holdings, Inc., formerly Acacia Automotive,
Inc., filed with the U.S. Securities and Exchange Commission its
annual report on Form 10-K disclosing a net loss of $216,921 on
$1.75 million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $274,834 on $1.39 million of total
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $1.30 million
in total assets, $1.09 million in total liabilities, and $212,140
in total stockholders' equity.

KWCO, PC, in Odessa, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2010.  The independent auditors noted that the Company
has suffered recurring losses from operations and has limited
capital resources that raise substantial doubt about its ability
to continue as a going concern.

In 2009, the Company's independent auditor indicated that the
Company had three material weaknesses:

   (i) Reconciliations and account analysis were not performed in
       a timely manner as the Company did not have fully trained
       financial accounting personnel, which resulted in adjusting
       journal entries;

  (ii) The sales and accounts receivable software was not
       integrated with the financial accounting software and
       accounting personnel did not perform routine
       reconciliations of data entered on the sales reporting
       system to appropriate control accounts in the general
       ledger system with reconciliations made in the aggregate
       without individual account scrutiny regardless of
       materiality; and

(iii) Before the audit sign off date the Company suffered a
       system failure.  Even though there was no apparent loss of
       data, there was a failure of operations personnel to
       perform systematic and recurring data backups on a routine
       basis.

Acacia Automotive notified the SEC on separate occasions regarding
the delay in the filing of its periodic reports for the following
periods:

   -- quarterly report for the period ended Sept. 30, 2010;
   -- annual report for the year ended Dec. 31, 2010;
   -- quarterly report for the period ended March 31, 2011;
   -- quarterly report for the period ended June 30, 2011;
   -- quarterly report for the period ended Sept. 30, 2011;
   -- annual report for the year ended Dec. 31, 2011; and
   -- quarterly report for the year ended March 31, 2012.

The Company indicated in the filings that the financial
information could not be assembled and analyzed without
unreasonable effort and expense.

On Oct. 18, 2012, the Company changed its name from Acacia
Automotive, Inc., to Acacia Diversified Holdings, Inc.  The
Company will continue to file its annual reports 10-K through
the period ended Dec. 31, 2011, and its quarterly reports 10-Q
through the period ended Sept. 30, 2012, under the name Acacia
Automotive, Inc.  However, the Company will file any interim 8-K
current reports or other special reports under the name Acacia
Diversified Holdings, Inc., effective with the changing of its
name.

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

                        http://is.gd/OA75tK

                      About Acacia Diversified

Acacia Diversified Holdings, Inc., does not have significant
operations.  It intends to acquire and operate businesses.
Previously, it was engaged in the auctioning of automobiles,
trucks, boats, motor homes, RVs, and related products.  The
Company was formerly known as Acacia Automotive, Inc., and changed
its name to Acacia Diversified Holdings, Inc., in July 2012.
Acacia Diversified Holdings, Inc., was founded in 1984 and is
based in Ocala, Florida.


AHERN RENTALS: To Appeal Court Ruling on Reorganization Stay Order
------------------------------------------------------------------
Ahern Rentals, Inc. disclosed that on Monday, January 14, 2013,
the United States District Court Judge Larry R. Hicks dismissed
Ahern's appeal and vacated his stay order entered on December 21,
2012, which stayed an order entered by Bankruptcy Judge Bruce T.
Beasley refusing to extend the Company's exclusive right to file a
plan of reorganization.

Howard Brown, Chief Financial Offer for Ahern, stated, "Needless
to say, we are very disappointed in the ruling by Judge Hicks and
immediately filed an appeal with the Ninth Circuit Court of
Appeals."

                       About Ahern Rentals

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

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

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

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

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

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

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

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

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


AIRBORNE HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on Airborne Holdings Inc., including the 'B' corporate
credit rating, due to lack of information and at the company's
request.


ALCO CORP: Association Wants Unsecured Priority
-----------------------------------------------
Association de Camioneros is asking the U.S. Bankruptcy Court for
the District of Puerto Rico to consider in the next hearing its
opposition to Alco Corporation's Chapter 11 Plan.  The Association
is composed of drivers to receive payment once the companies pay
the Association.  The Association also asks that the Court
determine the Debtor's debt as unsecured priority debt.  The
Association relates that the debt was paid with a check that has
no funds, which constitutes a felony in the Commonwealth of Puerto
Rico.

                         About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., and C. Conde & Associates represent
the Debtor in its restructuring effort.  Alco tapped Jimenez
Vasquez & Associates, PSC, as accountants.  The Debtor scheduled
$11.2 million in assets and $7.76 million in debts.  The petition
was signed by Alfonso Rodriguez, president.

The Plan considers the full payment of all administrative, secured
creditors and priority claims and a 50% dividend to the general
unsecured creditors on monthly installments within 5 years from
the effective date.


ALCO CORP: Nevarez & Sanchez Okayed for Civil Case
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Alco Corporation to employ Jose A. Sanchez Alvarez and
the Law Firm of Nevarez & Sanchez Alvarez PSC as special counsel.

The special counsel is expected to continue its representation in
civil case filed with the Puerto Rico Court of First Instance, in
which the Bankruptcy Court allowed the modification of automatic
stay in order to continue the state court litigation until final
judgment and other matters that may specifically assign.

The hourly rates of the firm's personnel are:

         Mr. Alvarez                     $225
         Laura E. Alonzo-Monrouzeau      $150

To the best of the Debtor's knowledge, Mr. Alvarez and the firm do
not hold nor represent any interest adverse to the Debtor or the
estate in the matters upon which they are to be engaged.

                         About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., and C. Conde & Associates represent
the Debtor in its restructuring effort.  Alco tapped Jimenez
Vasquez & Associates, PSC, as accountants.  The Debtor scheduled
$11.2 million in assets and $7.76 million in debts.  The petition
was signed by Alfonso Rodriguez, president.

The Plan considers the full payment of all administrative, secured
creditors and priority claims and a 50% dividend to the general
unsecured creditors on monthly installments within 5 years from
the effective date.


ALETHEIA RESEARCH: CIBC OK'd to Terminate Sub-Advisory Agreements
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
signed a stipulation between Aletheia Research and Management,
Inc., and CIBC Asset Management, Inc., and CIBC World Markets
Inc., resolving the motion for relief from the automatic stay.

On Nov. 26, 2012, CIBC filed a motion for relief from stay seeking
an order lifting the automatic stay to allow CIBC to terminate
both Sub-Advisory Agreements between CIBC and the Debtor.

The Debtor and CIBC are parties to a contract originally dated
March 4, 2007, which as amended, is an investment consulting
service sub-advisory agreement.  The Client Account Assets under
the Debtor's management pursuant to the ICS Sub-Advisory Agreement
are approximately $97 million as of Nov. 30, 2012.

The Court approved the stipulation and ordered that:

   -- CIBC is granted relief from the automatic stay to allow it
      to terminate both Sub-Advisory Agreements between CIBC and
      the Debtor, on the Effective Date -- the date when the Court
      approved the stipulation, without regard for any notice
      periods therein;

   -- CIBC will remit to the Debtor via wire transfer, the
      following amounts by the later of Dec. 15, 2012, or three
      business days after the Effective Date:

      a. Payment in the amount of C$369,072, representing the
         management fees that would come due for a period of 60
         days from Nov. 30, 2012 under the Portfolio Sub-Advisory
         Agreement, assuming the amount of the Investment Fund
         Assets under the Debtor's management were to remain the
         same as it was on Nov. 30, 2012.

      b. Payment in the amount of C$63,590, representing the
         management fees that would come due for a period of 60
         days from Nov. 30, 2012, under the ICS Sub-Advisory
         Agreement, assuming the amount of the Client Account
         Assets under the Debtor's management were to remain the
         same as it was on Nov. 30, 2012.

      c. Payment in the amount of C$196,231, representing
         management fees that are due and owing under the
         Portfolio Sub-Advisory Agreement for the period of
         Oct. 1, 2012, to Oct. 31, 2012, on the Investment Fund
         Assets.

      d. Payment in the amount of C$185,207, representing
         management fees that are due and owing under the
         Portfolio Sub-Advisory Agreement for the period of
         Nov. 1, 2012, to Nov. 30, 2012, on the Investment Fund
         Assets.

      e. Payment in the amount of C$125,149, representing
         management fees that are due and owing under the ICS Sub-
         Advisory Agreement for the period of Oct. 1, 2012, to
         Nov. 30, 2012, on the Client Account Assets.

All outstanding amounts due and owing are resolved and all further
payment obligations between the parties are released.  CIBC will
have no right to claw back or pursue refund of any amounts paid by
CIBC that may be subject to Section 2, Paragraph 3 of the
ICS Sub-Advisory Agreement, entitled Impact of Account Withdrawals
or Termination.

In the event that the Debtor's case is converted to a case under
Chapter 7 or dismissed before the terms of the stipulation are
fully executed, the stipulation is voidable at CIBC's election.

                      About Aletheia Research

Aletheia Research and Management, Inc., filed a bare-bones
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-47718) on
Nov. 11, 2012.  Attorneys at Greenberg Glusker represent the
Debtor.  The board voted in favor of a bankruptcy filing due to
the Company's financial situation and ongoing litigation.
According to the list of top largest unsecured creditors, Proctor
Investments has unliquidated and disputed claims of $16 million on
account of pending litigation.


AMERICAN AIRLINES: Wants Plan Deadline Moved to April 1
-------------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court for the Southern
District of New York for additional time to file a Chapter 11
plan and solicit votes for that plan.

In a motion jointly filed together with the Official Committee of
Unsecured Creditors, AMR proposed to move the deadline for filing
the plan to April 1, and the deadline for soliciting votes from
creditors to May 31.

The extension bars creditors and other parties from filing rival
plans and maintains AMR's control over its restructuring.

AMR attorney Stephen Karotkin, Esq., at Weil Gotshal & Manges
LLP, in New York, said the company and the committee are pursuing
collaborative review of strategic alternatives beneficial to the
company.

The request comes as AMR and US Airways Group Inc. are nearing
completion of their joint exploration of a possible merger.  This
is the fifth delay requested since the company and its
subsidiaries filed for bankruptcy protection on November 29,
2011, according to a January 11 report by Dallas Morning News.

"American has made significant progress in its restructuring.
This work, while progressing well, takes time, and American and
the unsecured creditors' committee believe that the proposed
extension to April 1, 2013, is appropriate for this process to
continue in an orderly and efficient manner," AMR said in an
email, according to The Wall Street Journal's Jack Nicas.

A court hearing is set for February 14.  Objections are due by
February 7.

                         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: Wins OK to Sell Townhouse for GBP14-Mil.
-----------------------------------------------------------
AMR Corp. obtained approval from the U.S. Bankruptcy Court for
the Southern District of New York to sell a townhouse to CG
Property Nominees Limited for GBP14.15 million.

A portion of the proceeds from the sale will be part of an asset
pool to be distributed among creditors.  AMR agreed to pay 1.5%
of the purchase price to John D. Wood & Co. and GBP29,000 to
Taylor Vinters LLP for assisting the company in marketing the
property.

The 5,242-square-foot townhouse in Kensington, London, has been
owned by American Airlines Inc. for nearly 20 years.  American
Airlines employees say the townhouse has been a symbol of
executive privilege and excess for more than a decade.

James Little, president of the Transport Workers Union
International, which represents about 5,000 workers at the
company's Tulsa maintenance base, said it has been outrageous for
American executives to be living in such a residence when its
workers are being terminated and are losing their homes,
according to a January 9 report by Tulsa World.

"The sale of this asset is a step in the right direction and long
overdue," Tulsa World quoted Mr. Little as saying.  "This should
have happened before the company entered bankruptcy."

Michael Boyd, chairman of Boyd Group International, an airline
analyst in Evergreen, Colo., questioned why American Airlines
needed a townhouse in London.

"A corporation has no business buying that kind of stuff -- at
the time they bought it, American wasn't even a player in
London," Tulsa World quoted him as saying.  "They had two flights
a day in London.  It's really a blot on their reputation."

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the sale was approved without an auction, which ordinarily
would be held to determine if there is a better offer. The airline
said the property was on the market for four months and was shown
to 37 prospective buyers.

                         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: Shareholders' Committee Becoming More Likely
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports AMR Corp., the parent of American Airlines Inc., may have
an official shareholders' committee within a matter of days.

According to the report, the company's lawyer wrote the U.S.
Trustee saying there is now a "reasonable possibility" there will
be value left for shareholders of the AMR holding company after
the parent's creditors are paid in full.  The possibility of
payment in bankruptcy is the pivotal issue U.S. Trustees address
in deciding whether to form an official equity committee.

A year ago, AMR took the position that there was no reasonable
likelihood value would remain for shareholders. Since then, AMR's
letter says, there has been "remarkable progress" in the
bankruptcy reorganization resulting in "significant appreciation"
in value.

Although holding company creditors may be paid in full, with value
left over for shareholders, it remains possible that all creditors
of the American Airlines operating company may not be paid in
full.

The report recounts that last month, Kevin Starke from CRT Capital
Group LLC said that $275 million could be left over at the AMR
holding company after paying the parent's claims in full, leaving
an 80 cent-per-share recovery for stockholders.  Mr. Starke's
analysis was based on so-called double-dip claims, where creditors
with claims against the parent also have claims against the
airline subsidiary based on guarantees.  The contribution the
airline makes toward payment of double-dip claims could mean full
payment for creditors at the parent AMR, Starke said.

Mr. Rochelle notes that shareholders' hopes of recovery could be
dashed by the airline's creditors facing the possibility of less
than full payment.  They could argue that the parent's claims
against the airline subsidiary should be treated as equity
contributions, not debt.

                      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: CRT Analyst Sees Equity Value
------------------------------------------------
"Normally, outstanding common shares in a bankrupt company decline
to zero and are cancelled on emergence from bankruptcy so that the
company can issue new stock.  But it is conceivable that an
exception will occur in the case of AMR," Ted Reed, writing for
TheStreet.com, reports.

AMR Corp. shares closed Jan. 11 at $1.60.  Since Jan. 1, when they
traded at 80 cents, the shares have doubled, Mr. Reed reports.

According to TheStreet, CRT Capital Group analyst Kevin Starke
first wrote about the shares on Dec. 7, when they opened at 51
cents, saying in a report that an equity recovery "cannot be ruled
out."  TheStreet says Mr. Starke's report may have contributed to
the steep climb in the shares' value.  TheStreet recounts Mr.
Starke wrote at the time that some of the members of an ad hoc
bondholder group had "substantial holdings in the common stock"
and might support a reorganization plan that benefitted equity
holders and bondholders.

TheStreet notes that Mr. Starke, in a subsequent report Dec. 14,
reiterated his views.  He wrote again that the claims against
American Airlines include a $2.4 billion intercompany claim by
AMR, meaning that creditors with claims against both companies
could be in for a "double dip" recovery.   In a reported offer by
US Airways to turn over 70% of AMR stock to creditors, those
"double dip" creditors could be entitled to more than the $2.8
billion value of their claims -- which would be illegal.  The
excess, Mr. Starke wrote, could go to the equity holders; it would
be worth around 80 cents a share.

TheStreet says Mr. Starke also described additional possible
scenarios:

     -- US Airways turning over 80% of the company to creditors,
        which Mr. Starke considers more likely than 70%, using a
        valuation based on an AMR standalone plan.  With creditors
        getting 80%, "double dip" creditors would be entitled to
        $1.2 billion more than they can legally collect. In the
        unlikely event that money all flowed to equity, shares
        could be valued at $3.65 each.  But Mr. Starke said that
        "this would be seen as even more egregious to single-dip
        creditors," and that a negotiated deal would likely result
        in a lower -- perhaps far lower -- valuation.

     -- Single-dip creditors could challenge AMR's claim against
        American Airlines, obviously a closely related company.
        But since the double-dip creditors also hold common stock,
        they "may have little reason to oppose the recovery to
        equity," Mr. Starke said.

TheStreet relates Mr. Starke's report included a warning to buyers
of AMR common shares.  He noted: "Anyone buying a bankrupt equity
should know that being at the bottom of the food chain is
generally going to be a very high-risk bet, and maybe be better as
an adjunct to a position in the bonds or trade claims."

Last week, in a regulatory filing of a letter to a U.S. Justice
Department attorney, AMR bankruptcy attorney Harvey Miller
appeared to lend a measure of support to Mr. Stark's analysis,
TheStreet points out.  In the letter, Mr. Miller said AMR has
"made remarkable progress in stabilizing their businesses and
improving their prospects.

                      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: Continues Information Exchange With USAir
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. once again joined hands with the official
creditors' committee seeking a 20-day extension of the company's
exclusive right to propose a reorganization plan.  If approved by
the bankruptcy court at a Feb. 14 hearing, the deadline will be
extended to April 1.  The parent of American Airlines Inc. said
the company and the committee are "pursing their collective review
of strategic alternatives," a likely reference to discussions with
US Airways Group Inc. about a merger.  AMR also said it is
continuing to exchange confidential information with US Airways.

                         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 COMMERCE: Incurs $50,400 Net Loss in Nov. 30 Quarter
-------------------------------------------------------------
American Commerce Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $50,462 on $617,157 of net sales for the
three months ended Nov. 30, 2012, compared with a net loss of
$35,025 on $594,450 of net sales for the same period during the
prior year.

For the nine months ended Nov. 30, 2012, the Company reported net
income of $46,483 on $1.82 million of net sales, compared with a
net loss of $162,252 on $1.82 million of net sales for the same
period a year ago.

The Company's balance sheet at Nov. 30, 2012, showed $4.93 million
in total assets, $4.38 million in total liabilities and $556,410
in total stockholders' equity.

"The Company has incurred substantial operating losses since
inception and has used approximately $53,800 of cash from
operations for the nine months ended November 30, 2012.
Additionally, the Company is in default on several notes payable.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.  The ability of the Company to
continue as a going concern is dependent upon its ability to
reverse negative operating trends, raise additional capital, and
obtain debt financing."

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

                         http://is.gd/4AXKeY

                       About American Commerce

American Commerce Solutions, Inc., headquartered in Bartow,
Florida, is primarily a holding company with one wholly owned
subsidiary; International Machine and Welding, Inc., is engaged in
the machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment.

As reported in the TCR on May 28, 2012, Peter Messineo, CPA, of
Palm Harbor, Florida, expressed substantial doubt about American
Commerce's ability to continue as a going concern, following its
audit of the Company's financial position and results of
operations for the fiscal year ended Feb. 29, 2012.  The
independent auditors noted that the Company has incurred recurring
losses from continuing operations, has negative working capital
and has used significant cash in support of its operating
activities.  Additionally, as of Feb. 29, 2012 the Company is in
default of several notes payable.


AMERICAN NANO: Incurs $2.1-Mil. Net Loss in Fiscal 2012
-------------------------------------------------------
American Nano Silicon Technologies, Inc., filed on Jan. 11, 2013,
its annual report on Form 10-K for the fiscal year ended Sept. 30,
2012.

Friedman LLP, in New York, noted that the Company suspended its
operations in May 2011.  "In addition, the Company has suffered
negative cash flows for the year ended Sept. 30, 2012, and has a
net working capital deficiency as of Sept. 30, 2012, that raises
substantial doubt about its ability to continue as a going
concern."

The Company reported a net loss of $2.1 million on $89,378 of
revenues in fiscal 2012, compared with net income of $3.4 million
on $16.1 million of revenues in fiscal 2011.  "The significant
decrease in revenue is primarily due to the fact that we moved our
factory site during the second half of the fiscal year 2011 to
facilitate product diversification capabilities.  Production was
suspended during the move.  Through the date of this report, the
equipment and production line in the new facility is still
undergoing adjustments."

The Company's balance sheet at Sept. 30, 2012, showed
$27.0 million in total assets, $12.7 million in total liabilities,
and stockholders' equity of $14.3 million.

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

                    About American Nano Silicon

Based in Sichuan, China, American Nano Silicon Technologies, Inc.,
is a nano-technology chemical manufacturer.  It manufactures and
markets "Micro Nano Silicon?," its own proprietary product, in
China.  Micro Nano Silicon is an ultra fine crystal that can be
utilized as a non-phosphorous additive in detergents, as an
accelerant additive in cement, as a flame retardant additive in
rubber and plastics and as a pigment for paint.

In May 2011 the Company suspended operations in order to move its
manufacturing to a new facility.  Testing of the manufacturing
systems in the new facility was completed at the end of 2012, and
the Company will initiate manufacturing operations at the end of
January 2013.  With the expanded manufacturing capacity provided
by the new facility, the Company is also replacing its product
offering.  For the immediate future, its only product will be a
flame retardant additive incorporating Micro Nano Silicon, which
will be marketed for use in rubber and plastic products.

The first non-sample deliveries of the new flame retardant product
will be made in February 2013, as the Company already has a
substantial contract for the product.


AMERICAN POWER: Kevin Tierney Quits Board of Directors
------------------------------------------------------
Kevin Tierney, Sr., resigned from the Board of Directors of the
American Power Group Corporation, formerly known as GreenMan
Technologies Inc., in anticipation of the requirement set forth in
the Company's Restated Certificate of Incorporation, as amended,
that the number of directors elected by the holders of the
Company's Common Stock, voting as a separate class, be reduced
from four to three effective on and after March 31, 2013.  Mr.
Tierney's resignation is not due to any disagreement known to the
Company's executive officers with respect to any matter relating
to the Company's operations, policies or practices.

                     About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural GasTM conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100% diesel fuel operation at any time.  The proprietary
technology seamlessly displaces up to 80% of the normal diesel
fuel consumption with the average displacement ranging from 40% to
65%.  The energized fuel balance is maintained with a proprietary
read-only electronic controller system ensuring the engines
operate at original equipment manufacturers' specified
temperatures and pressures.  Installation on a wide variety of
engine models and end-market applications require no engine
modifications unlike the more expensive invasive fuel-injected
systems in the market. See additional information at:
www.americanpowergroupinc.com.

American Power incurred a net loss available to common
shareholders of $14.66 million for the year ended Sept. 30, 2012,
compared with a net loss available to common shareholders of $6.81
million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $9.08
million in total assets, $4.11 million in total liabilities and
$4.97 million in total stockholders' equity.


AMERICAN SUZUKI: Judge Approves Chapter 11 Disclosure Statement
---------------------------------------------------------------
American Suzuki Motor Corporation on Jan. 15 disclosed that the
Disclosure Statement for its amended Chapter 11 Plan has been
approved by Judge Scott Clarkson of the U.S. Bankruptcy Court of
the Central District of California.  The Court's approval of the
Disclosure Statement allows ASMC to begin soliciting votes to
accept the Plan.  A confirmation hearing is currently scheduled
for February 28, 2013.

"The approval of our Disclosure Statement represents an important
step in our realignment and restructuring process," said M.
Freddie Reiss, ASMC's Chief Restructuring Officer.  "We look
forward to implementing our Plan upon emergence and advancing our
business strategy in the continental U.S. of focusing on the long-
term growth of our Motorcycles/ATV and Marine divisions, while
continuing to provide Automotive parts and service through our
dealer network."

The Company's amended Plan further specifies how its
Motorcycles/ATV and Marine divisions, along with its continued
Automotive parts and service operation, will be sold to a newly
organized, wholly-owned subsidiary of Suzuki Motor Corporation
("SMC"), enabling those operations to continue uninterrupted.  The
new entity will use the ASMC brand name and operate in the
continental U.S.

Votes on the Plan must be received by the Company's voting agent,
Rust Omni, by February 21, 2013.  Solicitation materials are
expected to be mailed to all creditors entitled to vote on the
Plan no later than January 24, 2013.  A hearing to consider
confirmation of the Plan is currently scheduled for February 28,
2013, at 9:00 a.m. Pacific Standard Time.

A copy of the Plan and Disclosure Statement is available at:

     http://www.omnimgt.com

Additional information regarding ASMC's business realignment can
be found at the Company's Web site -- http://www.suzuki.com-- or
via an information hotline at 1-877-465-4819.

                      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.


AMF BOWLING: U.S. Trustee Opposing Bonus Proposal
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustees in New York and Delaware aren't
alone in challenging proposed bonuses for executives of bankruptcy
companies.  Their counterpart in Richmond, Virginia, is opposing
court approval of a bonus program for the top nine executives of
bowling-alley operator AMF Bowling Worldwide Inc.

According to the report, the U.S. Trustee filed papers Jan. 14
contending that the bonuses for AMF Bowling's managers are "simply
disguised retention awards" that Congress outlawed for officers of
companies in bankruptcy.  The Justice Department's bankruptcy
watchdog said that the thresholds for receiving bonuses weren't
sufficiently challenging because awards could be earned simply for
generating cash flow enough to avoid default under loan agreements
financing the bankruptcy.

There will be a hearing on Jan. 17 where U.S. Bankruptcy Judge
Kevin R. Huennekens will rule on the bonus program.

                          Chapter 11 Plan

The company proposed a reorganization plan where senior lenders
would receive the new stock together with $150 million cash
supplied by a subgroup of the lenders in the form of a term loan.
There will be an auction on March 14 to learn if anyone will
better the proposal. The debt swap or better alternative will be
approved at a confirmation hearing for approval of the Chapter 11
reorganization plan.  A group of the first-lien lenders are
supporting the Chapter 11 case with $50 million in fresh
financing.

                   About AMF Bowling Worldwide

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

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

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

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.

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

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

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

The petitions were signed by Stephen D. Satterwhite, chief
financial officer/chief operating officer.

The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP
as its lead counsel; Christian & Barton, LLP as its local counsel;
and Mesirow Financial Consulting, LLC as its financial advisors.


ATP OIL: To Auction Shallow-Water Gulf Wells in February
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports ATP Oil & Gas Corp. is being required by lenders financing
the reorganization to sell shallow-water oil and gas properties in
the Gulf of Mexico.  The auction will take place Feb. 26 if the
U.S. Bankruptcy Court in Houston approves sale procedures at a
Jan. 24 hearing. ATP's deep-water properties will be sold later.

According to the report, ATP will be selling properties in 18
blocks, seven of which are producing.  The shallow-water
properties have proved reserves of 2.5 million barrels of crude
oil equivalent. There is an additional 544,000 in probable and
possible barrels of crude equivalent.  Buyers will be permitted to
bid block-by-block or for the entire package.

The report relates ATP wants bidders to submit initial indications
of interest by Feb. 5, followed by a Feb. 19 bid deadline, the
Feb. 26 auction, and a Feb. 28 hearing for approval of sale.

The auction is required by a provision in the loan agreement
compelling sale of the assets because a geologist's report came in
below a specified threshold. No buyer is yet under contract. ATP
will have the ability to designate a so-called stalking-horse.

                          About ATP Oil

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

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

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

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


BACK YARD BURGERS: Pharos Retains Business With New Investment
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Back Yard Burgers Inc., a chain of 90 quick-service
restaurants in 16 states, received approval of a Chapter 11
reorganization plan at a Jan. 11 confirmation hearing in Delaware.

According to the report, the plan implements an agreement worked
out before the bankruptcy filing in October with secured lender
Harbert Mezzanine Partners II LP, owed $8.9 million on a mezzanine
loan.  After bankruptcy, the lender and the owner, Pharos Capital
Partners II LP, negotiated with the official unsecured creditors'
committee to come up with a plan where the $2 million in general
creditor claims will have an estimated 26% recovery.  Unsecured
creditors are to have $125,000 cash initially along with 20% of
excess cash flow up to a maximum of $500,000.  Harbert is slated
for full repayment by receiving restructured notes.

The report discloses that private-equity investor Pharos in effect
reacquired the company by converting $2.9 million of financing for
the Chapter 11 case into all the new equity.  Pharos invested
$14 million to sustain the money-losing operations, according to a
court filing.

                      About Back Yard Burgers

Back Yard Burgers -- http://backyardburgers.com/-- operates and
franchises more than 150 quick-service restaurants in 20 states,
primarily in markets throughout the Southeast region of the United
States.  Back Yard Burgers Inc. and three of its affiliates sought
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-12882 to
12-12885) on Oct. 17, 2012, with a pre-negotiated restructuring
plan that has the support of both the Company's majority owner and
secured lender.  The debtor-affiliates are BYB Properties, Inc.,
Nashville BYB, LLC, and Little Rock Back Yard Burgers, Inc.
Attorneys at Greenberg Traurig serve as bankruptcy counsel.  Saul
Ewing LLP is the conflicts counsel.  GA Keen Realty Advisors is
the real estate advisor.  Rust Consulting/Omni Bankruptcy is
the claims and notice agent.  Back Yard Burgers estimated up to
$10 million in assets and at least $10 million in liabilities.


BAKERS FOOTWEAR: Converting to Chapter 7 Liquidation
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bakers Footwear Group Inc. not only gave up hope of
reorganizing around 56 remaining stores, the shoe retailer also
abandoned the idea of trying to confirm a liquidating Chapter 11
plan.

According to the report, the company admitted in a court filing
Jan. 14 that the reorganization effort is "administratively
insolvent," meaning there aren't enough unencumbered assets to pay
professional expenses and other costs incurred since the
bankruptcy began in October.

Bakers arranged for the U.S. Bankruptcy Court in St. Louis to hold
a hearing Jan. 16 for conversion of the case to liquidation in
Chapter 7 where a trustee is appointed automatically.

The report adds that the bankruptcy judge signed an order Jan. 15
allowing Bakers to conduct going-out-of-business sales at the
remaining stores.  Bakers conducted sales in the other 150 stores
in November.

The judge authorized Bakers to hire Great American Group LLC as
consultant to run sales at the remaining stores.  The sales are to
be completed by the end of February.  Great American will receive
a fee of 1.45% of gross sales along with $560 a day for each
supervisor.  Bakers will pay all operating expenses during the
sales.

                    About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

In November 2012, the U.S. Bankruptcy Court in St. Louis
authorized the company to hire a joint venture between SB Capital
Group LLC and Tiger Capital Group LLC as agents to conduct closing
sales for 150 stores.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.

Bradford Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.


BERKELEY COFFEE: Issues 13.6 Million Common Shares to Sean Tan
--------------------------------------------------------------
The Board of Directors authorized the issuance of 13,600,000
shares of common stock to Sean Tan.  Shares were issued upon
conversion of a bond issued to Mr. Tan in the amount of
$4,000,000, plus accrued interest of $80,000, for a total
conversion of $4,080,000.  The bond, plus accrued interest was
converted into shares at a price of $0.30 per share.  Shares were
issued with a restrictive legend and in reliance on exemptions
from registration under Section 4(2) of the Exchange Act.

On Jan. 9, 2013, a majority of holders of the Company's common
stock, and all of the Board of Directors, approved an amendment to
the Company's Articles of Incorporation, changing its name to DTS8
Coffee Company, Ltd.  The Company is proceeding with an
application to FINRA to have a symbol change reflective of the
name change and will be filing a Certificate of Amendment with the
Nevada Secretary of State.

                        About Berkeley Coffee

Shanghai, China-based Berkeley Coffee & Tea Inc. was incorporated
on March 27, 2009, in the State of Nevada.  Berkeley Coffee
expects to generate revenue from the marketing and sale of green
coffee beans from Yunnan, China, into the United States.  It
plans to sell green bean coffee grown in China directly to coffee
wholesalers, coffee brokers and coffee roasters in the United
States.

The Company's balance sheet at Oct. 31, 2012, showed
$4.61 million in total assets, $4.59 million in total
liabilities, and $19,961 in total shareholders' equity.

As reported in the TCR on Aug. 14, 2012, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Berkeley Coffee
& Tea Inc.'s ability to continue as a going concern, following
the Company's results for the fiscal year ended April 30, 2012.
The independent auditors noted that the Company has suffered
recurring losses from operations.


BIG M INC: Sec. 341(a) Meeting of Creditors on Feb. 13
------------------------------------------------------
There's a meeting of creditors in the Chapter 11 case of Big M,
Inc. on Feb. 13, 2013 at 9:00 a.m.  The meeting will be held at
Suite 1401, One Newark Center, in Newark, New Jersey.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers creditors a one-time opportunity to
examine a bankrupt company's representative under oath about its
financial affairs and operations that would be of interest to the
general body of creditors.

                            About Big M

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is 10-
store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.

The Debtor estimated up to $100 million in both assets and
liabilities.


BIG M INC: Proposes $13.2MM DIP Financing From Salus
----------------------------------------------------
Big M, Inc., seeks approval from the bankruptcy judge to obtain
postpetition financing on a senior secured and superpriority basis
from Salus Capital Partners, LLC.  The Debtor also seeks to use
the cash collateral of Salus, which is already owed $3.2 million
in original principal under a prepetition term loan.

The Debtor needs cash to, among other things, continue to operate
its business in an orderly manner, maintain business relationships
with vendors, suppliers, and customers, pay employees, and satisfy
other working capital and operation needs, all of which are
necessary to preserve and maintain the Debtor's going-concern
value and, ultimately, effectuate a successful reorganization.

Salus is providing the Debtor a $13.2 million postpetition senior
secured credit facility.

The Debtors have yet to enter into a formal DIP financing
agreement.  The Debtor is negotiating the early days of the case
the final terms of the DIP agreement.  The parties though have
agreed to a DIP term sheet.

Pursuant to the term sheet, the DIP loan will comprise (i) a $10
million senior secured revolving, of which up to $3 million will
be available prior to entry of the final DIP order, and (ii) a
$3.2 million term loan.  There will be a $500,000 back-end carve
out for professionals.  Interest on the loans would be Base Rate
plus 5.75% for the revolving loans and 8% per annum for the term
loans.

The Debtor will be required to achieve certain milestones,
including filing a sale motion, and consummating the sale within
180 days of the Petition Date.  The Debtor will be required to
begin soliciting bids not later than 90 days after the Petition
Date, choose a winning bidder within 120 days after the Petition
Date.  In lieu of a Sec. 363 sale the Debtor may file a Plan, but
must have the Plan consummated within 180 days of the Petition
Date.  Each milestone may be extended by 45 days subject to
certain conditions.

Postpetition collateral to be granted to the DIP lender will
include all causes of action or proceeds thereof.

                            About Big M

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is 10-
store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.

The Debtor estimated up to $100 million in both assets and
liabilities.


BLOCK COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Block Communications Inc. to 'BB-' from 'B+'.  The
outlook is stable.  At the same time, S&P raised the issue-level
rating on the company's $250 million of senior unsecured notes due
2020 to `BB-' from 'B+'.  The recovery rating on that unsecured
debt remains at `4', indicating S&P's expectation for average (30%
to 50%) recovery of principal in the event of a payment default.

"The ratings on Block Communications Inc., a privately held
diversified media company incorporate Standard & Poor's Ratings
Services' view of a 'fair' business risk profile and our
expectation that the company will be able to maintain financial
metrics consistent with an 'aggressive' financial risk profile,"
said Standard & Poor's credit analyst Richard Siderman.  "We view
Block's small, but well-performing, core cable business as having
a "satisfactory" business risk profile.  Nonetheless, the overall
business risk profile is dampened by the noncable units,
particularly the newspaper segment, which generates material
EBITDA deficits.  We expect continued solid performance at the
key, well-managed cable unit to effectively offset deterioration
at the two daily newspapers, and enable Block to limit debt
leverage (including our substantial adjustments) to around 4x and
to maintain funds from operations (FFO) to debt of about 20%, both
metrics fully supportive of an "aggressive" financial risk
profile.  We revised our assessment of Block's liquidity to
"strong" from "adequate" based on an absence of scheduled debt
amortization through the 2020 maturity of its $250 million of
unsecured notes; our expectation of annual FFO in the $70 million
area; and substantial revolving credit capacity.  To reported debt
of about $250 million as of Sept 30, 2012, we add about
$150 million of adjustments, mostly for retiree benefit
obligations related to the newspaper segment," S&P added.

"The stable rating outlook largely reflects the good degree of
revenue and cash flow visibility from the largely subscription-
based business model of Block's core cable-TV properties, which
generate the bulk of consolidated EBITDA.  That incorporates our
two major expectations; first, that growth in non-video RGUs
and ARPU at the cable segment will at least offset modest basic
video customer losses, and second, that the newspaper segment will
continue to post substantial EBITDA deficits.  We expect Block's
debt leverage, including our adjustments, to be around 4x and FFO
to debt to be about 20%; both metrics fully support an aggressive
financial risk profile.  Basic subscriber erosion in excess of low
single digits in 2013 or EBITDA deficits at the newspaper segment
in 2013 that are materially above $20 million, and resulted in
debt leverage to above 5x on a consistent basis would lead to a
rating downgrade.  Conversely, we think it is highly unlikely that
the company can curtail the secular decline of the newspaper
business, at least over the next couple of years.  Therefore, we
expect continuing (and likely accelerating) cash consumption at
the newspaper unit to effectively preclude consideration of a
rating upgrade," S&P noted.


BLUE EARTH: Files for Chapter 7 Liquidation
-------------------------------------------
BankruptcyData reported that Blue Earth Solutions filed for
Chapter 7 protection (Bankr. M.D. Fla. Case No. 13-00199) in
Orlando.  The Company engages in plastic recycling.

The Debtor is represented by:

          Michael Scaglione, Esq.
          SCAGLIONE LAW FIRM, P.A.
          2600 Douglas Road, Penthouse 10
          Coral Gables, FL 33134
          Tel: (305) 447-0392
          Fax: (305) 447-0389
          E-mail: mscaglione@sqblaw.com

Clermont, Fla.-based Blue Earth Solutions (OTC BB: BESN) --
http://www.blueearthsolutions.com/-- is primarily engaged in
the business of developing, implementing and marketing a
practical, economical and safe means of recycling polystyrene
foam, also known as Expanded Polystyrene using two distinct
methodologies.


BOMBARDIER INC: Moody's Affirms 'Ba2' CFR; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service upgraded Bombardier Inc.'s speculative
grade liquidity rating to SGL-2 from SGL-3 and affirmed the
company's Ba2 Corporate Family rating, Ba2-PD Probability of
Default rating, and Ba2 senior unsecured ratings. Bombardier's
rating outlook remains negative. The liquidity rating action
recognizes the closing of Bombardier's $2 billion notes offering
on Jan. 14, which will boost its consolidated cash position to an
estimated $5 billion.

Ratings Upgraded:

  Speculative Grade Liquidity Rating, to SGL-2 from SGL-3

Ratings Affirmed:

  Corporate Family Rating, Ba2

  Probability of Default Rating, Ba2-PD

  Senior Unsecured, Ba2 (LGD4, 50%)

Outlook:

Remains Negative

Ratings Rationale

Bombardier's Ba2 rating is driven by its significant scale and
diversity, strong global market positions, natural barriers to
entry and sizeable backlog levels in both its Aerospace and
Transportation business segments. Moody's expects Bombardier will
realize modest earnings growth and about $750 million in
consolidated free cash flow consumption in 2013 due to lingering
economic weakness affecting its Aerospace division, spending
associated with the company's sizeable aerospace programs, ongoing
margin pressure from recent problem contracts in its
Transportation segment and a continuing weak level of cash
advances from customers. Consequently, the company's adjusted
leverage is likely to remain very high (currently 7.5x pro-forma
the debt issue) over the 12 to 18 month ratings horizon but
liquidity is good and stronger growth should take hold by mid
2014, enabling the company to then quickly de-lever. Execution
risks related to the development of Bombardier's new CSeries
commercial aircraft are also incorporated in the rating as well as
the increase in these risks associated with the recent six month
delay in the aircraft's first flight to June 2013.

Bombardier's SGL-2 liquidity rating incorporates pro-forma cash of
$5 billion at the end of 2012 (Moody's estimate), $1.4 billion
(USD equivalent) in unused revolvers and a near-absence of current
debt maturities. These sources are ample to fund $750 million in
expected cash consumption in 2013 as well as higher inter-periods
usage due to seasonality, which Moody's estimates could reach $2
billion by the third quarter of 2013. Moody's view's Bombardier's
bank financial covenants as cumbersome given the different
agreements maintained by its Aerospace and Transportation
segments. Nonetheless Moody's expects that Bombardier will
maintain good headroom to its financial maintenance covenants
through at least 2013.

The outlook is negative because Bombardier has consumed more cash
than Moody's expected in the past couple of years. A continuation
of this trend would lead to a downgrade given that Bombardier's
leverage is very high for the rating.

Bombardier's rating could be downgraded if its free cash flow is
significantly greater than Moody's expectations for 2013 and 2014
(negative $750 million and $0 respectively), the CSeries is
further delayed or if its leverage is not expected to reduce below
6x through the ensuing 12-18 months with ongoing expected
improvement beyond that timeframe.

An upgrade would require evidence of a sustained cyclical upturn
in Aerospace, resolution of recent operational challenges in
Transportation, the successful entry into service of the CSeries,
with a growing order book and leverage sustained below 3.5x. As
well, the company would need to sustain its liquidity rating above
SGL-3.

Headquartered in Montreal, Quebec, Canada, Bombardier is a
globally diversified manufacturer of business and commercial jets
as well as rail transportation equipment. Annual revenues total
roughly $17 billion.

The principal methodology used in rating Bombardier was the Global
Aerospace and Defense Industry Methodology published in June 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.


BONTAN CORPORATION: Incurs Net Loss of C$2.5-Mil. in Fiscal 2012
----------------------------------------------------------------
Bontan Corporation Inc. filed on Jan. 11, 2013, Amendment No. 1 on
Form 20-F/A to its annual report on Form 20-F which was originally
filed with the U.S. Securities and Exchange Commission on July 25,
2012.  No explanatory note was provided in the filing to explain
the purpose of the amendment.

The Company reported a net loss of C$2.5 million for the year
ended March 31, 2012, compared with a net loss of C$3.8 million
for the year ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
C$7.5 million in total assets, C$2.7 million in total current
liabilities, and stockholders' equity of C$4.8 million.

According to the regulatory filing, cash resources at March 31,
2012, are not sufficient to fund the Company's obligations over
the next 12 months and this condition creates a material
uncertainty that may cast a significant doubt about the Company's
ability to operate as a going concern.  "The Company has not
generated any income since 2010 and has losses for the year in the
amount of C$2.5 million (2011 - C$3.8 million) and accumulated
deficit of approximately C$43.5 million (2011 - C$41.0 million).

A copy of the Form 20-F/A is available at http://is.gd/0wE1df

A copy of the consolidated financial statements for the year ended
March 31, 2012, is available at http://is.gd/kHPmBU

Bontan Corporation Inc. is incorporated in Ontario and its head
office is located at 47 Avenue Road, Suite 200, Toronto, Ontario,
Canada.  The Company is a diversified natural resource company
that invests in oil and gas exploration and development.  The
Company's shares trade on the Over the Counter Bulletin Board of
NASDAQ under a trading symbol "BNTNF".

The Company holds an indirect 4.70% working interest in two off-
shore drilling licenses in the Levantine Basin, approximately
forty kilometers off the West coast of Israel, through its holding
of 76.79% equity interest in Israel Petroleum Company Limited
("IPC Cayman").  The Company agreed in December 2011 to dispose of
this interest.  This was disposed of on June 29, 2012.

The Company does not currently own any oil and gas properties with
proven reserves.


BOSTON GENERATING: Creditors Defend Lawsuit v. US Power Gen
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of power producer Boston Generating LLC
described for a bankruptcy judge in New York how they have
plausible claims against the company's former owner, US Power
Generating Co., and affiliate Astoria Generating Co.

The report recounts that Bos Gen sold its five Boston-area power
plants in January 2011 to Constellation Energy Group Inc. From the
sale and other payments, first-lien secured lenders with $1.14
billion in claims received almost a full recovery. The company
received creditor and court approval for a Chapter 11 plan later
that year where the recovery by unsecured creditors would depend
largely on the success of lawsuits prosecuted after emergence from
Chapter 11.

According to the report, one of the lawsuits by the creditors'
liquidating trust targeted US Power and Astoria. The suit contends
Bos Gen was forced to pay $60 million more for management services
than the services were worth.  US Power and Astoria filed papers
in bankruptcy court in December saying the lawsuit should be
dismissed because the allegations aren't "plausible."

The creditors' trust, the report discloses, filed papers last week
in defense of the suit. The trust contends the suit lays out facts
the judge must accept as true showing that Bos Gen didn't receive
equivalent value for what the company paid.

The defendants will file another set of papers on Jan. 24.  Later,
U.S. Bankruptcy Judge Shelley C. Chapman will decide if the
complaint contains enough facts on its face to survive, at least
for the time being.

The lawsuit is Jalbert v. US Power Generating Co. (In re
Boston Generating LLC), 12-01848, U.S. Bankruptcy Court,
Southern District of New York (Manhattan). The bankruptcy case
is In re Boston Generating LLC, 10-14419, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).

                      About Boston Generating

New York-based Boston Generating, LLC, owns nearly 3,000 megawatts
of mostly modern natural gas-fired power plants in the Boston
area.  Privately held Boston Generating is an indirect subsidiary
of US Power Generating Co., and considers itself as the third-
largest fleet of plants in New England.

Boston Generating filed for Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 10-14419) on Aug. 18, 2010.  Boston Generating estimated
its assets and debts at more than $1 billion as of the Petition
Date.

EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic
Development, LLC; BG New England Power Services, Inc.; and BG
Boston Services, LLC, filed separate Chapter 11 petitions.

D. J. Baker, Esq., at Latham & Watkins LLP, serves as bankruptcy
counsel for the Debtors.  JPMorgan Securities is the Debtors'
investment banker.  Perella Weinberg Partners, LP, is the Debtors'
financial advisor.  Brown Rudnick LLP is the Debtors' regulatory
counsel.  FTI Consulting, Inc., is the Debtors' restructuring
consultant.  Anderson Kill & Olick, P.C., is the Debtors'
conflicts counsel.  The Garden City Group, Inc., is the Debtors'
claims agent.

The Official Committee of Unsecured Creditors tapped the law firm
of Jager Smith P.C. as its counsel.


BRIGHT HORIZONS: Moody's Reviews 'B2' CFR for Possible Upgrade
--------------------------------------------------------------
Moody's Investors Service placed Bright Horizons Family Solutions
LLC's B2 corporate family rating and B2-PD probability of default
rating under review for possible upgrade. At the same time,
Moody's assigned B1 ratings to the proposed senior secured credit
facilities consisting of a $100 million revolving credit facility
due 2018 and an $815 million term loan B due 2020. Proceeds from
the proposed credit facilities will be used to refinance existing
debt. The ratings on the proposed bank debt anticipate closing of
an IPO of common shares and a pending refinancing transaction. As
such, the ratings for the proposed credit facilities are not under
review for possible upgrade.

The review for possible upgrade was prompted by the company's
planned IPO of common shares, with proceeds being used to redeem
the $199 million of 13% senior notes due 2018 (unrated), which are
an obligation of holding company Bright Horizons Capital Corp.

The conclusion of the ratings review depends on the company
completing the IPO and refinancing as is currently contemplated.
To the extent these transactions are completed, Moody's
anticipates upgrading the corporate family one notch to B1.
Conclusion of the ratings review is also subject to Moody's review
of final terms and conditions.

Ratings assigned:

Proposed $100 million senior secured revolving credit facility
due 2018 at B1 (LGD3, 31%)

Proposed $815 million senior secured term loan B due 2020 at B1
(LGD3, 31%)

Ratings placed under review for upgrade:

Corporate family rating at B2

Probability of default rating at B2-PD

Ratings to be withdrawn at closing:

$75 million senior secured revolving credit facility due 2014 at
Ba2

$346 million senior secured tranche B term loan due 2015 at Ba2

$84 million incremental term loan B facility due 2017 at Ba2

Ratings Rationale

Moody's favorably views the IPO/refinancing to the extent that it
reduces financial leverage, materially lowers interest expense,
increases revolving credit facility capacity, and extends debt
maturities. Moody's estimates that the transactions reduce pro
forma financial leverage to 5.2 times from 5.6 times through the
twelve months ended September 30, 2012 (Moody's adjusted). Moody's
estimates pro forma leverage of approximately 4.9 times for 2012.

The possible rating upgrade also reflects Moody's expectation that
EBITDA will continue to expand from the ramp-up of new centers,
growth in ancillary revenues, tuition increases, and slight
improvements in mature centers enrollments as well as from the
contribution from acquisitions such that debt to EBITDA declines
to or below 4.5 times over the next 12 to 18 months. Moody's
expects solid pro forma coverage metrics with EBITDA less capex to
interest in the range of 2.5 times over the same period. Free cash
flow as a percentage of debt in the high single-digits should
accommodate some discretionary debt reduction.

The rating action also incorporates material business risks,
including a high capex expansion strategy that constrains free
cash flow generation, ongoing acquisition activity, and continued
pressure on mature center enrollments due to the soft macro
environment and elevated unemployment rates.

The principal methodology used in this rating 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.

Bright Horizons Family Solutions LLC, based in Watertown
Massachusetts, is a leading provider of center-based child care
and related services, summer camps, vacation care, college
preparation and admissions counseling ("College Coach"), and other
family support services.


BRIGHT HORIZONS: S&P Gives Prelim. 'B+' Rating to $915MM Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Watertown, Mass.-based
childcare center operator Bright Horizons Family Solutions LLC's
$915 million senior secured credit facilities a preliminary 'B+'
rating with a recovery rating of '3', indicating S&P's
expectations for meaningful recovery (50% to 70%) in the event of
a payment default.  The senior secured credit facility consists of
a $815 million term loan due 2020 and a $100 million revolving
credit facility due 2018.

Proceeds of the credit facility will be utilized to repay existing
$430 million in term loans, $300 million of 11.5% senior
subordinated notes due 2018, and $75 million undrawn revolving
credit facility due 2014.  Proceeds of the planned IPO will be
used to repay the existing $198 million 13% pay-in-kind notes due
2018.

At the same time, all other ratings, including the 'B' corporate
credit rating, remain on CreditWatch with positive implications,
where they were placed on Nov. 16, 2012.  S&P expects to raise the
corporate credit rating to 'B+', pending the completion of both
the refinancing and IPO transactions.  If the IPO is not completed
on a timely basis, S&P will affirm the 'B' corporate credit
rating.

"We view Bright Horizons' business risk profile as "fair" because
of its good position in employer-sponsored centers, some
sensitivity of capacity utilization rates to high unemployment,
and highly competitive conditions in the fragmented child care
business.  We view the company's financial risk profile as "highly
leveraged" because of its high debt-to-EBITDA ratio, acquisitive
growth strategy, and weak cash flow measures.  We assess the
company's management and governance as "fair", S&P said

Bright Horizons is a midsize company that is the largest U.S.
provider of employer-sponsored, workplace-based childcare, five
times larger than its nearest competitor.  Bright Horizons is also
the third largest operator of childcare centers, allowing for
clustering and economies of scale in marketing and management.
Childcare services are provided by clients to their employees
to enhance employee retention.  Employer-sponsored centers, which
account for two-thirds of the total, have been less volatile than
retail-based competition.  Fixed costs are relatively high,
because of significant lease costs and the company's commitment to
maintaining high center staffing levels to provide superior
customer service.  Bright Horizons serves clients across a diverse
group of industries, in 42 states, and also a growing presence in
the U.K., which accounts for about 15% of EBITDA.

In the third quarter, revenue and EBITDA outperformed S&P's
expectations, growing 10% and 29%, respectively.  The EBITDA
margin was relatively high at 15.4% for the 12 months ended Sept.
30, 2012, continuing a more than 200 basis-point increase over the
past three years.  Margin gains reflect steady 3% to 4% tuition
rate increases, improving critical mass of international
operations, and growth of higher-margin back-up care services,
which account for about one-third of EBITDA versus 25% in 2009.

"We expect to raise the corporate credit rating to 'B+' and remove
the ratings from CreditWatch listing upon successful completion of
both the planned refinancing and the IPO.  If the company is
unable to complete the IPO, we would likely affirm the 'B'
corporate credit rating and revise the outlook to stable," S&P
noted.


C.P. HALL: Columbia Loses Appeal Over $4MM Integrity Settlement
---------------------------------------------------------------
District Judge John W. Darrah tossed out an appeal taken by
Columbia Casualty Company from a Bankruptcy Court order granting
C.P. Hall Co.'s motion to approve a settlement agreement with
Integrity Insurance.  The District Judge said there is no clear
error in the Bankruptcy Court's ruling.  Columbia has no direct
interest in the Integrity Settlement.  Columbia's sole interest
with respect to the Debtor is its potential liability to the
Debtor as an insurer.

C.P. Hall Co. was a former distributor of Johns Manville raw
asbestos.  The Debtor terminated its operations in 1986.  Since
the late 1980s, the Debtor has been named as a defendant in
thousands of underlying asbestos claims in Illinois and elsewhere.
The Debtor had primary and excess liability coverage that paid for
its defense and indemnity of these claims.  Columbia issued the
Debtor a single second-layer excess liability insurance policy in
effect from Oct. 1, 1984 to Oct. 1, 1985.  The Columbia insurance
policy has aggregate limits of $6 million, which remains unpaid,
in excess of two underlying policies with limits of at least $5
million.

Since 2005, the Debtor has submitted asbestos claims to Integrity,
an insurance company in liquidation in New Jersey.  The Debtor has
received over $25 million in payments from Integrity for covered
claims and alleges that it has proven up and identified roughly
$10 million in remaining coverage under the Integrity policy.  But
the recovery of the $10 million in claims is possible if the
Debtor is successful on its appeal in New Jersey state court,
contending that the liquidator for the Integrity Estate should
have applied state law other than New Jersey in allocating
asbestos claims.  Other policyholders that are further along in
the appeals process have not been successful with this argument.
In light of the uncertainty of litigation, the Debtor negotiated a
settlement with Integrity for $4.125 million.

The case before the District Court is, COLUMBIA CASUALTY COMPANY,
Appellant, v. C.P. HALL CO., Appellee, Case No. 12 C 2978 (N.D.
Ill.).  A copy of the District Court's Jan. 10, 2013 Memorandum
Opinion and Order is available at http://is.gd/eUqsMCfrom
Leagle.com.

                    Appellate Standing Rules

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge John W. Darrah from Chicago ruled
in a Jan. 10 opinion that the "direct pecuniary interest standard"
governing standing to take an appeal was properly applied to
decide if someone has standing to object to a settlement in
bankruptcy court.

The report discloses that on appeal, Judge Darrah rejected the
argument that the appellate standing threshold of direct pecuniary
interest was being applied improperly to proceedings in bankruptcy
court.  Judge Darrah said that being a party in interest isn't
sufficient.

Judge Darrah, the report adds, relied on a 2012 opinion from the
U.S. Court of Appeals in Chicago in a case called Holly Marine
Towing.  Holly Marine applied the direct interest test to decide
if there was standing to appeal, not standing in bankruptcy court
in the first place.  Judge Darrah also cited a 1996 bankruptcy
court decision from North Dakota holding that the right to appear
and be heard is not the same as standing.

C.P. Hall Co. filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 11-26443) on June 24, 2011, listing under $1 million in both
assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/ilnb11-26443.pdf


CENTRAL EUROPEAN: Moody's Downgrades CFR/PDR to 'Caa3'
------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating (CFR) and probability of default rating (PDR) of Central
European Distribution Corporation (CEDC) to Caa3 from Caa2.
Concurrently, Moody's has downgraded to Caa2 from Caa1 the rating
on the senior secured notes due in 2016 issued by CEDC Finance
Corporation International. All ratings are under review for
downgrade.

Ratings Rationale

"The downgrade follows CEDC announcement on the 28 of December
that it had agreed with Russian Standard a revised transaction to
repay its $310 million of convertible notes due March 2013 which,
in Moody's view, has increased the risk of potential loss for
existing bondholders", says Paolo Leschiutta, a Moody's Vice
President - Senior Credit Officer and lead analyst for CEDC. "The
downgrade also reflects CEDC's failure so far to secure adequate
financing to repay the convertible notes and Moody's
understanding that the old strategic alliance agreement between
Russian Standard and CEDC, which was previously supporting the
rating, will now expire on the 21 of January", continued
Mr. Leschiutta.

Under the new agreement, Russian Standard has released US$50
million in cash previously invested in CEDC, that are now
available for working capital and general corporate purposes,
agreed to provide a new $15 million revolving credit facility to
CEDC, and agreed to provide up to $107 million in new capital to
CEDC subject to and conditional upon an overall restructuring of
CEDC's capital structure that is acceptable to CEDC and Russian
Standard. Despite the renewed support and despite the limited
details so far on what the restructuring of CEDC's capital
structure might involve, the rating agency is concerned about an
increase likelihood of default for the group.

The ratings are under review for further downgrade in light of
the uncertainty regarding the potential restructuring of CEDC
capital structure. The review will focus on (1) the likelihood
that the Russian Standard proposal will progress; (2) the impact
that a capital restructuring might have on current creditors of
the group; (3) the liquidity profile of CEDC over the coming
weeks; and (4) CEDC's operating performance in Q4 2012.

What Could Change The Rating UP/DOWN

Given the current review for downgrade, Moody's does not
currently expect upward rating pressure. A further rating
downgrade could result from (1) any transaction that could
qualify as a distressed exchange under Moody's definitions,
leading to potential losses for bondholders; or (2) failure on
the part of CEDC to demonstrate progress in addressing its
refinancing needs over the next few weeks. Moody's methodology
for evaluating a distressed exchange considers inter alia whether
(1) the issuer is offering creditors a new package of security or
cash, and whether this amounts to a diminished financial
obligation relative to the original obligation prescribed by the
notes' indentures; and (2) the exchange is being offered to allow
the issuer to avoid a bankruptcy or payment default.

Downgrades:

  Issuer: Central European Distribution Corporation

     Corporate Family Rating, Downgraded to Caa3 from Caa2;
     Placed Under Review for Downgrade

     Probability of Default Rating, Downgraded to Caa3 from Caa2;
     Placed Under Review for Downgrade

  Issuer: CEDC Finance Corporation International

     US$380M 9.125% Senior Secured Bond, Downgraded to Caa2 from
     Caa1; Placed Under Review for Downgrade

     EUR380M 8.875% Senior Secured Bond, Downgraded to Caa2 from
     Caa1; Placed Under Review for Downgrade

Outlook Actions:

     Outlooks, Changed To Rating Under Review From Negative

Principal Methodology

The principal methodology used in rating Central European
Distribution Corporation and CEDC Finance Corporation
International was the Global Alcoholic Beverage Rating 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.

Headquartered in Warsaw, Poland, CEDC is one of the largest vodka
producers in the world, with annual sales of around 33.2 million
nine-litre cases, mainly in Russia and Poland. Following
investments in Russia over the past two years and the
consolidation since February 2011 of Whitehall Group, an importer
and distributor of premium spirits and wine, CEDC generated net
revenues of around US$830 million during financial year-end
December 2011.


CLEAR CHANNEL: Bank Debt Trades at 16% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 84.40 cents-on-the-dollar during the week ended Friday, Jan.
11, 2013, an increase of 1.56 percentage points from the previous
week according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  The Company pays
365 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Jan. 30, 2016, and carries Moody's Caa1
rating and Standard & Poor's CCC+ rating.  The loan is one of the
biggest gainers and losers among 190 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                      About Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

For the six months ended June 30, 2012, the Company reported a net
loss attributable to the Company of $182.65 million on
$2.96 billion of revenue.  Clear Channel reported a net loss of
$302.09 million on $6.16 billion of revenue in 2011, compared with
a net loss of $479.08 million on $5.86 billion of revenue in 2010.
The Company had a net loss of $4.03 billion on $5.55 billion of
revenue in 2009.

The Company's balance sheet at June 30, 2012, showed
$16.45 billion in total assets, $24.31 billion in total
liabilities, and a $7.86 billion total shareholders' deficit.

                         Bankruptcy Warning

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.  The Company said in its quarterly
report for the period ended March 31, 2012, that its ability to
restructure or refinance the debt will depend on the condition of
the capital markets and the Company's financial condition at that
time.  Any refinancing of the Company's debt could be at higher
interest rates and increase debt service obligations and may
require the Company and its subsidiaries to comply with more
onerous covenants, which could further restrict the Company's
business operations.  The terms of existing or future debt
instruments may restrict the Company from adopting some of these
alternatives.  These alternative measures may not be successful
and may not permit the Company or its subsidiaries to meet
scheduled debt service obligations.  If the Company and its
subsidiaries cannot make scheduled payments on indebtedness, the
Company or its subsidiaries, as applicable, will be in default
under one or more of the debt agreements and, as a result the
Company could be forced into bankruptcy or liquidation.

                           *     *     *

As reported in the TCR on Oct. 17, 2012, Fitch Ratings has
affirmed the 'CCC' Issuer Default Rating (IDR) of Clear Channel
Communications, Inc.  The Rating Outlook is Stable.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2016; the
considerable and growing interest burden that pressures FCF;
technological threats and secular pressures in radio broadcasting;
and the company's exposure to cyclical advertising revenue.  The
ratings are supported by the company's leading position in both
the outdoor and radio industries, as well as the positive
fundamentals and digital opportunities in the outdoor advertising
space.


CLEMENT CARINALLI: Evidentiary Hearing on Bank Claim to Proceed
---------------------------------------------------------------
The trustee charged with liquidating and distributing the
bankruptcy estate of Clement and Ann Marie Carinalli has asked the
court to estimate the claim of North Coast Bank at zero because
the claim is based on a guarantee.  The Trustee asserts that the
primary obligor is current on the obligation, the value of the
property exceeds the obligation, and there are other solvent
guarantors.  If all this is true, the Court will probably estimate
the claim at zero.  However, the Court believes that an
evidentiary hearing is necessary to make proper findings.  Relying
on In re Kreisler, 407 B.R. 321 (Bkrtcy.N.D.Ill. 2009), the
Trustee argues that the Court should summarily estimate the claim
at zero.

The Court notes that Kreisler is a Chapter 7 case, not a Chapter
11 case with a confirmed plan which specifically deals with
contingent claims.  The Court finds the first part of that
decision accordingly not applicable to the Carinallis' case.  The
Court agrees with the second part, that the Court has wide
discretion as to how a contingent claim is estimated -- and the
Court elects to estimate the claim after an evidentiary hearing.

"In support of its position, North Coast Bank has cited a 78-page
tome apparently drafted by a court with way too much time on its
hands. Moreover, that case appears to have involved an estimation
of a claim for voting purposes, not distribution. The court does
not find it helpful in deciding whether the court in this case
should penalize all the other creditors merely because in some
alternative universe there is a remote possibility that the Bank
might suffer a loss on the loan at issue," said Bankruptcy Judge
Alan Jaroslovsky.

"For the foregoing reasons, the evidentiary hearing set by the
court will proceed as scheduled."

A copy of the Court's Jan. 11, 2013 Memorandum on Objection is
available at http://is.gd/PsdpnNfrom Leagle.com.

                        About Clem Carinalli

An involuntary chapter 7 bankruptcy petition was filed against
Sonoma, California's biggest real estate investor Clement C.
Carinalli and his wife, Ann Marie Carinalli (Bankr. N.D. Calif.
Case No. 09-12986) on Sept. 14, 2009.  The case was converted to
Chapter 11 on Sept. 29, 2009.  Judge Alan Jaroslovsky presides
over the case.  The Debtors are represented by Meyers Law Group,
P.C.  The Creditors Committee is represented by Pachulski, Stang
Ziehl & Jones LLP.

On Nov. 16, 2010, the Court confirmed the Second Amended Joint
Plan of Reorganization proposed by the Debtors and the Official
Committee of Unsecured Creditors.  The Plan was declared effective
Dec. 1, 2010.


COLONY BEACH: Resort Files Bankruptcy to Avert Foreclosure
----------------------------------------------------------
Steve Reid, writing for Longboat Key News, reports that former
Colony Beach & Tennis Resort Chairman Dr. Murf Klauber placed
three companies into chapter 11 bankruptcy to thwart foreclosure
efforts by their lender.  The three companies are:

     * Resort Management Inc.,
     * Colony Inc. and
     * Colony Beach & Tennis Inc.

The companies, according to the report, represent collateral on a
$13 million debt to Colony Lender, which is owned by Longboaters
Randy Langley and David Siegal.

Mr. Siegal told Longboat Key News on Friday that placing the
entities into chapter 11 is a "final act of desperation and the
last thing Klauber can do in stalling an inevitable foreclosure."

According to the report, Colony Lender -- represented by Michael
Assaf, Esq., as counsel -- will seek conversion of the bankruptcy
cases to a chapter 7 liquidation, and also seek to lift the stay
which shields Mr. Klauber from foreclosure.  Mr. Seigal said the
reason Colony Lender will move to have Mr. Klauber's bankruptcy
shifted to chapter 7 is he contends that they are not even real or
viable businesses.  Mr. Siegal said the total of $13 million owed
to Colony Lender represents taxes, interest and the principal.

Mr. Siegal also told Longboat Key News that Colony Lender's
foreclosure hearing was postponed early last week when Sarasota
Judge Rick DeFuria recused himself.

The report notes Colony Lender, not wanting any further delay in
foreclosing on its collateral, filed an emergency motion to have
the matter tried.  On Thursday, Judge Williams granted Colony
Lender's motion and the matter was to be heard at 9 a.m. June 14.

According to the report, Mr. Siegal said that once Colony Lender
forecloses on Mr. Klauber, the assets pledged will be liquidated
and Colony Lender will then pursue a deficiency judgment.  He said
Colony Lender is secured in the $25 million judgment awarded by
Steven D. Merryday, United States District Judge, last year.

The report also relates that Mr. Klauber, when reached for
comment, said Colony Lender was only focused on trying to extract
money from a difficult situation and he is trying to stay focused
on the creative challenge of redeveloping the Colony.

The report notes the 18-acre Gulf-front property which ceased
operating as a resort in August 2010.  The closing was part of the
ongoing dispute over ownership and management control of the
resort as well as who is responsible -- the unit owners or the
former management company run by Mr. Klauber -- for the millions
of dollars in deferred maintenance.


DAYBREAK OIL: Incurs $1.2 Million Net Loss in Nov. 30 Quarter
-------------------------------------------------------------
Daybreak Oil and Gas, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.24 million on $229,913 of oil and gas sales for
the three months ended Nov. 30, 2012, compared with a net loss of
$408,318 on $290,912 of oil and gas sales for the same period
during the prior year.

For the nine months ended Nov. 30, 2012, the Company reported a
net loss of $1.79 million on $742,034 of oil and gas sales,
compared with a net loss of $822,246 on $1 million of oil and gas
sales during the previous year.

The Company reported a net loss of $1.43 million for the year
ended Feb. 29, 2012, compared with a net loss of $1.21 million for
the year ended Feb. 28, 2011.

The Company's balance sheet at Nov. 30, 2012, showed $2.52 million
in total assets, $5.44 million in total liabilities and a $2.92
million total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the financial statements for the year ended
Feb. 29, 2012, citing losses from operations and negative
operating cash flows, which raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/0xlhMk

                        About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.


DELUXE CORP: BlackRock Discloses 11.6% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Dec. 31, 2012, it beneficially owns 5,897,022 shares of common
stock of Deluxe Corp. representing 11.58% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/b3hw0c

                        About Deluxe Corp

Shoreview, Minnesota-based Deluxe Corporation offers a wide range
of products and services including customized checks and forms as
well as web-site development and hosting, search engine marketing,
search engine optimization, logo design and business networking.
For financial institutions, Deluxe offers industry-leading
programs in checks, customer acquisition, regulatory compliance,
fraud prevention and profitability. Deluxe is also a leading
printer of checks and accessories sold directly to consumers.

Deluxe Corporation's balance sheet at Sept. 30, 2012, showed $1.46
billion in total assets, $1.06 billion in total liabilities and
$397.99 million in total shareholders' equity.

Deluxe Corporation carries a Ba2 Corporate Family Rating from
Moody's Investors Service and a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.


DETROIT, MI: Courts, Not Politicians, Should Control Bankruptcy
---------------------------------------------------------------
Shikha Dalmia of Bloomberg News reported on Jan. 12 that Michigan
Governor Rick Snyder has postponed his decision to appoint an
emergency manager to deal with Detroit's fiscal crisis.  He was
expected to act after a state audit last month found that the
city's long-term debt was $12 billion, $2 billion more than
previously reported, the report noted.  But the delay won't
postpone Detroit's inevitable date with insolvency, Bloomberg
said.

Bloomberg said the main issue that Snyder, a Republican, will
ultimately have to confront is whether to put Detroit through a
political managed bankruptcy or a conventional Chapter 9 court
process.

The audit pegged the city's annual debt-service costs alone at
$597 million, while its three biggest sources of revenue generate
only $538 million, Bloomberg reported.  Worse, the value of the
city's net assets, which in 2010 were worth $265 million, has
collapsed and they now have a negative value.

More urgently, Detroit will run out of operating cash before the
fiscal year ends in June, Bloomberg said, although that didn't
stop it from handing out year-end bonuses to nonunion employees.
Snyder, the report added, had allowed Detroit to borrow $137
million through a municipal-bond sale on the state credit card
last summer.  Before the funds could be released from escrow,
however, the city was supposed to meet prescribed restructuring
goals under a consent agreement.

Bloomberg added that the city failed due to squabbling between a
dysfunctional city council and Mayor Dave Bing.  The council even
blocked Bing's effort to hire a private law firm to help overhaul
contracts with unions and vendors, even though the city has little
in-house expertise to handle something this technical and complex,
the same report pointed out.

The upshot was that the state has halted the release of $30
million of the bond money.  Bing is planning to stretch out his
meager resources by furloughing the city's 11,000 workers for long
periods, starting this month, but no one believes this will delay
the inevitable, Bloomberg added.  Short of a federal bailout or
divine intervention, Detroit will be insolvent within a matter of
months.

In a "prepackaged" bankruptcy, as opposed to a conventional
process, deals are cut with as many creditors as possible in
advance of a court filing and followed quickly with a plan for
reorganization, the Bloomberg report pointed out.  This would put
the burden on Snyder for negotiating "haircuts" with public-
employee unions, investors and vendors.  Detroit, Bloomberg noted,
would be the largest U.S. city to undergo anything like this, and
Snyder would be in uncharted legal territory.

Bloomberg also pointed out that every decision Snyder makes would
be politically fraught.  President Barack Obama was criticized for
offering a better deal to the United Auto Workers than to secured
creditors during the auto-industry bankruptcy, the report
recounted.  Should Snyder do the opposite and favor secured
creditors over public unions -- either because it is legally the
right thing to do or to keep Detroit's future borrowing costs low
-- he will be accused of crony capitalism, especially given his
background as a business executive, Bloomberg said.

Indeed, city leaders regarded even the original consent agreement,
which came backed by the state credit card, as an affront just
because it required them to clean up their books under state
oversight, Bloomberg added.  Protests broke out. Jesse Jackson
flew in to join a coalition of pastors, civil-rights leaders and
local officials condemning the alleged assault on the city's
democratic rights.  "We are prepared to go from education,
mobilization, litigation, legislation, demonstration and civil
disobedience," Bloomberg quoted Mr. Jackson as saying.

That showdown would pale compared with what would happen when
Snyder tries to get public unions to accept pennies on the dollar
in order to reduce the city's crippling legacy costs, Bloomberg
said.  Many in Detroit still believe that the city is going broke
not because it overpromised but because of meddling from Lansing,
Michigan's capital.  Consider what a union representative, Ed
McNeil, said at a recent city council meeting.

"We're going to get the people out of Lansing out of Detroit,"
Bloomberg quoted Mr. Lansing as saying.  "If we get them the heck
out of here, we won't be broke."

Bloomberg related that a conventional Chapter 9 bankruptcy would
be legally arduous because each side will mount pitched court
battles to get a bigger portion of the spoils.  But unions will
have a harder time protesting the final outcome.  And if they do
and enhanced security becomes necessary -- not a remote
possibility given the fierce public-union demonstrations that
erupted in Lansing when the Legislature passed a right-to-work law
-- it would be much better if a judge orders it rather than
Snyder.

"Politicians, even well-meaning ones, can't save Detroit. Any
salvation will have to come directly from the courts," the report
said.


DEWEY & LEBOEUF: ePlus Rule 2004 Bid Has March 28 Hearing
---------------------------------------------------------
On Aug. 17, 2012, ePlus Group, inc., a creditor of Dewey & LeBoeuf
LLP, filed a motion for an order authorizing it to conduct a Rule
2004 examination of the Debtor, including the production of
documents.  A hearing to consider the motion was originally
scheduled for Sept. 20, 2012, at 10:00 a.m.  The hearing was
previously adjourned on the consent of ePlus and the Debtor until
the omnibus hearing date set in the case for Jan. 24, 2013, at
10:00 a.m.

By consent of ePlus and the Debtor, the hearing to consider the
motion has been further adjourned until the omnibus hearing date
set in this case for March 28, 2013, at 10:00 a.m.  The deadline
for the Debtor to file objections to the motion has been adjourned
on the consent of the parties until March 18, 2013, at 4 p.m.

As disclosed in the ePlus motion, ePlus leased various telephone
and computer equipment and information technology to the Debtor in
reliance on financial information provided by or on behalf of the
Debtor.  ePlus says the Debtor has neither accounted for nor
returned all of the property leased under the Lease (excluding
certain ePlus leased property for which ePlus and the Debtor have
agreed on a compensation arrangement, subject to court approval).
ePlus believes that its resulting injury could amount to more than
approximately $5 million

ePlus seeks to examine the Debtor, pursuant to Rule 2004,
concerning, inter alia, the state of its financial state and
affairs, including payments, promises, obligations and
commitments to make payments or distributions to the Debtor's
current and former for periods from and after Jan. 1, 2010, and
projections of such payments, promises, obligations and
commitments into the future.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

Dewey filed a Chapter 11 Plan of Liquidation and an accompanying
Disclosure Statement on Nov. 21, 2012.  It filed amended plan
documents on Dec. 31, in an attempt to address objections lodged
by various parties.  A second iteration was filed Jan. 7, 2013.

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


DIGITAL DOMAIN: Balks at Walt Disney's Bid to Delay Patent Sale
---------------------------------------------------------------
DDMG Estate, et al., previously known as Digital Domain Media
Group Inc., et al., prior to the sale of their principal assets,
objected to Walt Disney Motion Picture Production and certain of
its affiliates' motion for stay pending appeal of the Bankruptcy
Court's order approving the sale of certain of the patents of the
Debtors.

RealD Inc. was granted approval last month to buy 3D conversion
technology for $5.45 million from Digital Domain, known as DDMG
Estate now that most of the assets have been sold.  Disney, based
in Burbank, California, unsuccessfully objected to the RealD sale,
contending it purchased a license for the technology from a
company that sold the patents to DDMG.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
previously reported that Disney appealed and filed papers Jan. 2
in U.S. District Court in Delaware seeking a stay pending appeal.
Disney is afraid that completion of the sale will extinguish its
rights in the technology even if it wins the appeal.  Disney
contends the appeal raises "an issue of first impression"
regarding the interplay of patent and bankruptcy law.  Disney
wants a district judge to hold up the sale until the appeal is
completed in two or three months.

The Debtors, in their objection to Disney's request, stated that
Disney has not, and cannot, meet the standards for obtaining a
stay pending appeal.  There are four factors the Court must
consider in deciding whether to grant a stay pending appeal.  If
any one factor is not satisfied, the Court may deny a stay.

   1. Disney cannot establish a strong likelihood of success on
      the merits;

   2. there is no irreparable harm to Disney;

   3. the estate will suffer harm if a stay is granted; and

   4. the public interest is served by allowing the Debtors to
      proceed with the sale and their other orderly liquidation
      efforts, which are nearing finality.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company disclosed assets of $205 million and liabilities
totaling $214 million.  Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest.  There
is another issue of $8 million in subordinated secured convertible
notes.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.


DIGITAL DOMAIN: Wants Until April 9 to Propose Reorganization Plan
-----------------------------------------------------------------
The Bankruptcy Court for the District of Delaware will convene a
hearing on Feb. 7, 2013, to consider DDMG Estate, et al.'s motion
for an extension of their exclusive periods.  Objections, if any,
are due Jan. 31, at 4 p.m.  The Debtors are requesting that Court
extend their exclusive periods to propose a plan of reorganization
until April 9, and solicit acceptances of that plan until June 3.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company disclosed assets of $205 million and liabilities
totaling $214 million.  Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest.  There
is another issue of $8 million in subordinated secured convertible
notes.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.





DIRECT MARKET: Files for Chapter 7 Liquidation
----------------------------------------------
Direct Market Holdings and two affiliated Debtors filed Chapter 7
petitions (Bankr. S.D.N.Y. Lead Case No. 13-10089) on Jan. 11,
2013.

The Debtors are represented by:

          Mark S. Lichtenstein, Esq.
          CROWELL & MORING LLP
          590 Madison Avenue
          20th Floor
          New York, NY 10022-2544
          Tel: (212) 895-4267
          Fax: (212) 223-4134
          Email: mlichtenstein@crowell.com

New York City-based Direct Markets Holdings Corp. (NASDAQ: MKTS)
provides investment banking services and automated electronic
transaction securities' trading platforms.  Its subsidiaries
include Direct Markets, Inc., and Rodman & Renshaw, LLC.


ECOSPHERE TECHNOLOGIES: John Brewster Named CEO, Pres. & Chairman
-----------------------------------------------------------------
Ecosphere Technologies, Inc., appointed John Brewster as the
Company's Chief Executive Officer, President and Chairman of the
Board.

From September 2012 until this appointment, Mr. Brewster served as
a consultant to the Company on energy applications for Ecosphere's
patented Ozonix(R) technology.  Since Jan. 1, 2013, Mr. Brewster
has served as a director of the Company.  From June 2010 until
August 2012, Mr. Brewster served as President and Chief Executive
Officer of NAES Corporation, the world's largest third party power
plant operating company.  From December 2009 until June 2010, Mr.
Brewster served as the Chief Commercial Officer of Composite
Technology Corporation (OTC: CPTCQ) and President of its
subsidiary CTC Cable Corporation, a developer of innovative energy
efficient and renewable energy products for the electrical utility
industry.  Prior to that, Mr. Brewster was the Chief Operating
Officer of Calera Corporation, a Khosla Venture funded startup
company dedicated to reversing global warming by capturing and
storing greenhouse gasses in the build environment.  Between 2000
and 2008, Mr. Brewster served as Executive Vice President of Plant
Operations and Development Engineering, Procurement and
Construction divisions for NRG Energy Inc. (NYSE: NRG), one of the
country's largest power generation and retail electricity
business, where he was responsible for the implementation of the
new build and repower program along with plant operations
worldwide.  Mr. Brewster presently serves as an advisor to
Concentric, a commercial power generation startup company located
in California.  Mr. Brewster is 59 years old.

Mr. Brewster and the Company entered into a two-year Employment
Agreement whereby Mr. Brewster receives: (i) an annual salary of
$325,000, (ii) 5,000,000 five-year stock options exercisable at
$0.40 per share, vesting quarterly in eight equal increments over
a two-year period with the first vesting date being April 8, 2013,
subject to continued employment on each applicable vesting date,
and (iii) a target bonus equal to 50% of his base salary with
terms to be set by the Board of Directors.  As part of his
consulting services, which were terminated upon Mr. Brewster
becoming an officer of the Company, Mr. Brewster was paid $6,000
per month.

Mr. Brewster replaced Mr. Charles Vinick who will remain a
director.  Mr. Vinick will also serve as a consultant to the
Company for a one-year period.  In connection with his Consulting
Agreement, Mr. Vinick will be paid fees of $275,000 and reimbursed
for health insurance costs.  Additionally, Mr. Vinick was granted
1,000,000 five-year stock options exercisable at $0.40 per share.
The options will vest quarterly in four equal increments over the
one-year consulting period with the first vesting date being
April 8, 2013, subject to continuing to provide consulting
services on each applicable vesting date.

On Jan. 8, 2013, the Company and Dean Becker LLC, an entity
controlled by Dean Becker, a director of the Company, entered into
a Consulting Agreement.  The Agreement can be terminated on 30
days' notice.  Under the Agreement, the Consultant will assist the
Company in accelerating the deployment of the Company's patented
Ozonix(R) technology in fields beyond U.S. onshore energy
production.  In addition, the Consultant will assist in further
monetizing the Company's ownership interest in its energy
subsidiary.  In consideration for its services, the Consultant
will be paid a fee of $250,000 per year.  Additionally, the
Consultant has been granted 3,000,000 five-year stock options
exercisable at $0.37 per share.  The options will vest quarterly
in 12 equal increments over the three year term of the Agreement
with the first vesting date being March 31, 2013, subject to
continuing to provide consulting services on each applicable
vesting date.  As additional compensation, the Consultant will
receive 2% of all revenues generated from the sale or license of
the Company's intellectual property that was consummated as a
result of introductions from the Consultant or negotiation
assistance from the Consultant.

                    About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering, technology licensing and environmental services
company that designs, develops and manufactures wastewater
treatment solutions for industrial markets.  Ecosphere, through
its majority-owned subsidiary Ecosphere Energy Services, LLC
("EES"), provides energy exploration companies with an onsite,
chemical free method to kill bacteria and reduce scaling during
fracturing and flowback operations.

The Company reported a net loss of $5.86 million in 2011,
following a net loss of $22.66 million in 2010, and a net loss of
$19.05 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$11.70 million in total assets, $4.41 million in total
liabilities, $4.05 million in total redeemable convertible
cumulative preferred stock, and $3.22 million in total equity.


ELCOM HOTEL: Parties Dispute Control of Property
------------------------------------------------
Elcom Hotel & Spa filed with the Bankruptcy Court an emergency
motion to compel Jorge Perez, the prepetition state court
receiver, to immediately comply with his turnover obligations
under 11 U.S.C. Sec. 543.

The Debtors say the case was not filed in bad faith.  It intended
to generate a sale of the property outside of bankruptcy, but the
sale was conditioned on timely resolution of state court
litigation, a condition which became impossible to fulfill due to
the intractability of certain parties.

The Debtors add that the receiver was appointed as a result of
allegations of misconduct and mismanagement by the Debtor.  But
the individual responsible for those problems, Jorge Arevalo, has
long since been removed from any role or connection with the
Debtor.

The 100% owner, Thomas Sullivan, kept the Debtors afloat by
financing their operations during the term of the receivership.

The Debtors are seeking to retain Benchmark Management Company
continue running the hotel portion of their property, and have
Alvarez & Marsal provide the services of a CRO.

                       Excused From Compliance

Jorge J. Perez, the receiver, on the other hand, filed a motion to
be excused from compliance of his turnover obligations.  Mr. Perez
points out that the Debtors are seeking to regain control of the
property despite the fact that control was lost because of prior,
egregious conduct.

Mr. Perez says the request to hire a CRO and Benchmark will not
cure the harm will be revisited upon the Debtors' creditors if the
Debtors regain control of the Property for two reasons:

During the pendency of the motion, the receiver will provide the
Debtors information regarding critical vendors and property
positions and will continue to operate the property to preserve
its value for two reasons:

  (a) hiring of the CRO will create unnecessary cost;

  (b) the turnover will place the Debtors once again in control of
      the Property.

The receiver notes he was appointed because of the mismanagement
and the fraudulent, deliberate, self-serving dealing by certain
principals of the Debtors.  He is still investigating potential
recoveries against the Debtors and their principals.

Should the Bankruptcy Court determine that the Debtors should
regain control of their property or if a trustee is appointed, the
Debtor will cooperate fully in the turnover.

                     Chapter 11 Trustee Sought

10295 Collins Avenue, Residential Condominium Association, Inc.,
says the allegations contained in the turnover motions warrant the
appointment of an independent fiduciary, without which the
creditors of the estate face probable disaster from either of
these parties.  Accordingly, the Residential Association wants the
Court to order the appointment of a Chapter 11 trustee.

Like the receiver, the Residential Association rejects claims that
Mr. Sullivan is the "greatest victim."  The Association says it's
inconceivable that Mr. Sullivan would invest more than $17 million
in Elcom without occasionally talking a look at the books.
Prepetition the state court found sufficient evidence of gross
mismanagement and fraud while the properties were under the
control of the Debtors' principals and neglectful watch of Mr.
Sullivan.

The Association also doesn't want the receiver to maintain control
on grounds that he's only making the situation worse.  According
to the Association, the receiver has mismanaged One Bal Harbour,
has already received massive fees, and is seeking even more
substantial fees and costs that must be investigation.

A hearing on the emergency motions was scheduled for Jan. 15,
2013.

The Residential Association is represented by:

         Charles M. Tatelbaum, Esq.
         Steve E. Seward, Esq.
         HINSHAW & CULBERTSON LLP
         One East Broward Boulevard, Suite 1010
         Ft. Lauderdale, FL 33301
         Tel: 954-467-7900
         Fax: 953-476-1024

The Receiver is represented by:

         Raquel A. Rodriquez
         McDONALD HOPKINS LLC
         200 S. Biscayne Blvd., Suite 3130
         Miami, Florida 33131
         Tel: 305-704-3990
         Fax: 305-704-3990
         E-mail: rrodriquez@mdonaldhopkins.com

                         About Elcom Hotel

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

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

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

Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as
bankruptcy counsel to the Debtor.  Duane Morris LLP is the special
litigation, real estate, and hospitality counsel.  Alvarez &
Marsal Real Estate Advisory Services, LLC's Embree C. "Chuck"
Bedsole is the chief restructuring officer of the Debtor.


ENVISION SOLAR: Has $1.2MM Selling Agreement with Allied Beacon
---------------------------------------------------------------
Envision Solar International, Inc., entered into a selling
agreement, dated Jan. 8, 2013, with Allied Beacon Partners, Inc.,
pursuant to which Allied Beacon has agreed to assist the Company
on a "best efforts" basis with a private offering of up to
$1,200,000 to be made by the Company.

Allied Beacon will receive compensation equal to (i) an 8% cash
fee and (ii) common stock purchase warrants equal to 5% of the
shares issued with respect to any investment brought into the
offering by Allied Beacon.  Those common stock purchase warrants
will be exercisable at an exercise price of $0.25 per share for a
period of five years from the date of issuance.  A copy of this
agreement is available at http://is.gd/flxjvX

Pursuant to this private placement, the Company is offering up to
4,000,000 units for a purchase price of $0.30 per unit.  Each unit
consists of two shares of the  Company's common stock and one
warrant to purchase an additional share of common stock at an
exercise price of $0.20 per share exercisable for a period of one
year from the date of issuance.  The sales termination date for
the offering is March 15, 2013, but may be extended for up to an
additional 90 days.  As of Jan. 10, 2013, the Company has not yet
raised any capital pursuant to this offering.

                   GreenCore Consulting Agreement

On Jan. 10, 2013, Envision entered into a consulting agreement
with GreenCore Capital, LLC, pursuant to which GreenCore will
provide professional services to the Company in addition to
acting as a sales channel for the Company's products.  Jay Potter,
the Company's director, is the chief executive officer of
GreenCore.

In consideration for providing these services to the Company,
GreenCore will be receive (i) $250 per hour for all services which
are preauthorized and directed by the Company's management and
(ii) a cash fee equal to 5% of the Sales Price received by the
Company from customers who are referred to the Company by
GreenCore.  A copy of the Consulting Agreement is available for
free at http://is.gd/zOIIqP

                   Extension Agreement with Gemini

Effective Dec. 31, 2012, the Company entered into a Third
Extension and Amendment Agreement with Gemini Master Fund, Ltd,
and Gemini Strategies, LLC, the investor and collateral agent
respectively, with respect to a series of convertible notes
payable owed by the Company to Gemini.  The Extension Agreement
(1) extends the maturity date of the convertible notes to
Dec. 31, 2013, (2) adds $20,000 to the outstanding balance of the
notes to settle previous expenses owed, and (3) includes a $5,000
cash payment to be paid to Gemini by the Company for legal costs
incurred by Gemini related to this Extension Agreement.
Additionally, the Company has agreed to cause Robert Noble, the
Company's Chairman and the Company's principal stockholder, to
deliver a lock-up agreement pursuant to which Mr. Noble will agree
to not sell or otherwise dispose of his stock until 75% of the
loan balance is paid or the Company's stock price meets certain
milestones, as defined.  Mr. Noble has agreed to enter into the
lock-up agreement.  The principal amounts of the debt outstanding
to Gemini amount to $1,406,325 immediately after this Extension
Agreement.

                        About Envision Solar

San Diego, Calif.-based Envision Solar International, Inc., is a
developer of solar products and proprietary technology solutions.
The Company focuses on creating high quality products which
transform both surface and top deck parking lots of commercial,
institutional, governmental and other customers into shaded
renewable generation plants.

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $2.7 million in total current liabilities, and a
stockholders' deficit of $1.6 million.

As reported in the TCR on April 9, 2012, Salberg & Company P.A.,
in Boca Raton, Fla., expressed substantial doubt about Envision
Solar's ability to continue as a going concern.  The independent
auditors noted that the Company reported a net loss of $2,547,493
and $2,360,851 in 2011 and 2010, respectively, and used cash for
operating activities of $1,970,831 and $1,112,794 in 2011 and
2010, respectively.  "At Dec. 31, 2011, the Company had a working
capital deficiency, stockholders' deficit and accumulated deficit
of $2,657,976, $2,482,203 and $22,340,460, respectively."


EVELETH MINES: DC Cir. Affirms PBGC Decision on Thunderbird Plan
----------------------------------------------------------------
The U.S. Court of Appeals for the District of Columbia Circuit
upheld the district court's judgment affirming the decision of the
Pension Benefit Guaranty Corporation to deny early retirement
benefits requested by participants in the Thunderbird Mining
Company Pension Plan.

Thunderbird Mining Company and its parent, Eveleth Mines LLC,
doing business as EVTAC Mining, filed for bankruptcy in 2003 after
a drastic reduction in orders of taconite pellets.  Eveleth ceased
production and laid off all but four of its hourly employees.

The PBGC determined that Eveleth's pension plan had a "funded
ratio" of only 52% and that Eveleth had "no realistic prospect of
adequately funding it"; and concluded the plan would be unable to
pay benefits when due.

On July 24, 2003, the agency filed an action in federal district
court, pursuant to 29 U.S.C. Sec. 1342(c), seeking to terminate
the plan and establish July 24, 2003, as the plan termination
date.  The agency asked that the court appoint it as plan trustee.
While neither Eveleth, as plan administrator, nor the union
opposed termination of the plan or the agency's appointment as
trustee, the union intervened in the action to oppose the proposed
termination date as "not . . . in the best interests of the
participants of [the] plan."  Later the union withdrew its
opposition to the proposed termination date after reaching an
agreement with Eveleth relating to the sale of Eveleth's assets.

On Aug. 19, 2004, the district court issued an order terminating
the plan, appointing the agency as trustee, and establishing July
24, 2003, as the plan termination date.

From December 2006 to May 2007, the agency issued benefit-
determination letters setting forth the monthly payment each plan
participant was entitled to receive.  None of the benefits
determinations included shutdown benefits.

The union filed an administrative appeal on behalf of roughly 240
participants who believed they were eligible for shutdown
benefits.  On Nov. 30, 2007, the agency's Appeals Board issued a
final decision concluding that the agency would not guarantee
shutdown benefits for plan participants because Eveleth had not
permanently shut down before the plan was terminated on July 24,
2003.

The union, on behalf of employees who claimed to be eligible for
shutdown pension benefits, and several individual employees, sued
in district court to challenge the agency's decision.  The
district court rejected the plaintiffs' contention that the
agency's decision is subject to de novo review, holding instead
that the agency's decision is entitled to deference and should be
reviewed under the Administrative Procedure Act's "arbitrary or
capricious" standard.  Applying that standard, the district court
granted summary judgment in favor of the agency.  The agency's
"determination that the [Eveleth] plant had not permanently shut
down prior to July 24, 2003," the court ruled, "is supported by
the record . . . and is rationally connected to the facts in this
case."

"Although we might well be able to uphold as reasonable a finding
in favor of plaintiffs' position, the record provides sufficient
support for the agency's determination that Eveleth had not
permanently shut down before July 24, 2003.  Accordingly, the
district court's grant of summary judgment in favor of the agency
is affirmed," said Senior Circuit Judge Arthur Raymond Randolph,
who penned the ruling.

The case is, UNITED STEEL, PAPER AND FORESTRY, RUBBER,
MANUFACTURING, ENERGY, ALLIED INDUSTRIAL AND SERVICE WORKERS
INTERNATIONAL UNION, AFL-CIO-CLC, ON BEHALF OF THE PARTICIPANTS
AND BENEFICIARIES OF THE THUNDERBIRD MINING CO. PENSION PLAN, ET
AL., Appellants, v. PENSION BENEFIT GUARANTY CORPORATION,
Appellee, No. 12-5116 (D.C. Cir.).  The Panel consists of Senior
Circuit Judge Randolph and Circuit Judges Merrick B. Garland and
Brett M. Kavanaugh.  A copy of the D.C. Circuit's Jan. 11, 2013
Opinion is available at http://is.gd/xZnxrwfrom Leagle.com.

Eveleth Mines LLC, doing business as EVTAC Mining, and its wholly
owned subsidiary, Thunderbird Mining Company, produced taconite
pellets in a plant in Minnesota.  Taconite pellets are used in the
production of iron and steel.

Eveleth Mines filed for Chapter 11 relief (Bankr. Minn. Case No.
03-50569-MLM) on May 1, 2003.  Thunderbird Mining filed for
bankruptcy two weeks later, on May 15, 2003.  The two cases were
jointly administered.  Michael L. Meyer, Esq., at Ravich Meyer
Kirkman McGrath & Nauman PA represented the Debtors as counsel.

On July 5, 2003, Eveleth's president and the local union president
met with Jim Oberstar, then a congressman from Minnesota, and
discussed Eveleth's failure to secure new sales contracts.  The
congressman, who knew the Chinese ambassador to the United States,
recommended that Eveleth negotiate with Laiwu, a Chinese
corporation, to either secure new sales contracts or sell the
company's assets.  In early October, Laiwu Steel Group of China
and Cleveland-Cliffs Inc., an Ohio mining company, offered to
purchase Eveleth's assets, with the intention of operating the
plant and producing taconite pellets.  The proposed sale terms
required Eveleth "to restore its mining operations to operating
condition consistent with industry practice" in advance of the
proposed closing on Dec. 1, 2003.  The bankruptcy court approved
the sale on Nov. 25, 2003, and the transaction closed on Dec. 1,
2003.  During the month of December, the purchasers hired
substantially all of the company's former hourly employees under
the terms of a new collective bargaining agreement.

The bankruptcy cases were later converted to Chapter 7.


FIBERTOWER CORP: Judge Clears Pay Raises for Workers
----------------------------------------------------
Jacqueline Palank and Katy Stech at Dow Jones' DBR Small Cap
report that a bankruptcy judge said FiberTower Corp. can grant pay
raises to its remaining workers, who are trying to wind down the
San Francisco telecommunication company's operations without
disrupting cell phone service in major U.S. cities.

As reported in the Dec. 14, 2012 edition of the TCR, FiberTower
sought to implement employee salary increases in an aggregate of
$516,000.  The Debtors said that an exodus of employees at this
point would cause them to be unable to operate their business
through the shut-down date.

                      About FiberTower Corp.

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.


FIRST DATA: CEO Jonathan Judge to Quit for Health Reasons
---------------------------------------------------------
Jonathan J. Judge, chief executive officer and a member of the
Board of Directors of First Data Corporation, informed the Company
that he is resigning from those positions for health reasons.  The
effective date of the resignation will be agreed upon by the
Company and Mr. Judge at a later date but is anticipated to be no
later than March 31, 2013.

Mr. Judge will continue to serve as CEO and a director until the
Effective Date while the Board of Directors conducts a search for
a new CEO.

Mr. Judge will enter into a Retention and Transition Agreement
with First Data Holdings Inc. and the Company.  Under the terms of
the Agreement, Mr. Judge's current compensatory arrangement will
continue until the Effective Date.  Thereafter, subject to the
conditions outlined in the Agreement, he will receive salary
continuation for a period of 24 months, with the sum total of
payments equal to 2 times his base pay plus target bonus totaling
$7,500,000; insurance coverage in accordance with COBRA paid for
by the Company and thereafter provided Company-funded health
insurance until age 65; and continue to vest in previously granted
awards of equity in Holdings for one year following the Effective
Date.  Holdings also has agreed not to exercise previously granted
call rights for any equity in Holdings held by Mr. Judge without
his approval subject to the conditions outlined in the Agreement.

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

The Company reported a net loss of $336.10 million in 2011, a net
loss of $846.90 million in 2010, and a net loss of $1.01 billion
on $9.31 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$43.90 billion in total assets, $40.99 billion in total
liabilities, $66.6 million in redeemable noncontrolling interest,
and $2.84 billion in total equity.

                           *     *     *

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


FIRST QUANTUM: S&P Puts 'B+' Corp. Credit Rating on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed its
'B+' corporate credit rating on Canada-listed First Quantum
Minerals Ltd. (FQM) on CreditWatch with negative implications.
S&P simultaneously put the 'B+' rating on Inmet Mining Corp. on
CreditWatch negative.

The CreditWatch placement follows FQM's announcement on Jan. 9,
2013, that it has sent its C$5.1 billion takeover offer for Inmet
Mining Corp. (B+/Watch Neg) to its shareholders.  S&P understands
that FQM will use a mix of cash balances, undrawn credit
facilities of $1.25 billion, and an ad hoc $2.5 billion
acquisition facility to fund this 50% cash, 50% shares
transaction.

The CreditWatch placement reflects primarily the refinancing risk
of the transaction for the combined entity if it goes ahead, but
also a potential increase in debt and the possible escalation of
the bid price.

Refinancing risks would arise from the acquisition facility, which
S&P expects to be short-term, as well as the change of control
clause in Inmet's $2 billion bonds.  "In our base-case scenario,
we take into account that both FQM and Inmet have major investment
projects in the next several years and will generate material
negative free operating cash flow (FOCF)," S&P said.

"We expect this transaction to materially lift FQM's gross debt
from the currently low level of $55 million as reported on
Sept. 30, 2012, because it will need to pay a $2.5 billion cash
portion of the transaction price and consolidate Inmet, which
reported debt of $1.5 billion in the same period.  However, this
will be partly offset by cash balances of $375 million at FQM, and
at Inmet, $1.2 billion in cash balances, a $2.1 billion investment
portfolio of bonds and other securities, and EBITDA of
$0.6 billion for the rolling 12 months to Sept. 30," S&P noted.

However, S&P believes the acquisition could improve FQM's
diversification and reduce its exposure to Zambian country risks,
which S&P currently see as a key constraint for the rating.

Inmet currently produces 85,000 metric tons of copper in three
mines located in Spain, Finland, and Turkey; and is developing a
80%-owned greenfield copper project in Panama, Cobre Panama, the
main catalyst for FQM's bid.  Inmet estimates the project
development cost at $6.2 billion, and it entails substantial
execution risks in S&P's view.

"We aim to resolve the CreditWatch on FQM and Inmet once
shareholders approve the transaction or FQM calls it off.  We will
focus on an analysis of its final terms, including price and
liquidity, of the combined company.  We will also evaluate
management's business strategy, integration plans and financial
policy, namely with regard to capex," S&P added.


GENCORP INC: S&P Rates New $460MM 2nd Lien Secured Notes 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating to GenCorp Inc.'s proposed $460 million second-lien secured
notes with a '5' recovery rating, indicating expectations of
modest (10%-30%) recovery in a simulated payment default scenario.
At the same time, S&P affirmed its existing 'CCC+' issue-level
rating on GenCorp's outstanding $200 million in convertible notes,
which carry a recovery rating of '6', indicating negligible (0%-
10%) recovery in the event of a payment default.

GenCorp has indicated that it will use proceeds from the proposed
debt issuance along with cash on hand to fund the $550 million
purchase of Pratt & Whitney Rocketdyne (PWR; not rated) from
United Technologies Corp. (A/Stable/A-1).  The acquisition is
pending regulatory approval, which S&P expects in the first half
of 2013.  The additional debt will likely result in a modest
deterioration in credit protection measures, with pro forma funds
from operations (FFO) to debt declining to about 11% from 17%.

"We do not expect material improvement in credit metrics over the
next 12 months because of declining defense and NASA budgets,"
said Standard & Poor's credit analyst Chris Mooney.

"We revised our financial risk profile assessment to "highly
leveraged" from "aggressive" in December 2012.  We believe the
improvement in market position and diversity offsets higher debt.
We revised our business risk profile assessment to "fair" from
"weak" in December 2012 as well," S&P added.

"We expect GenCorp's liquidity will remain "adequate" pro forma
for the proposed acquisition.  We believe sources of liquidity
will exceed uses by at least 1.2x over the next 12 months and
sources would exceed uses even if EBITDA were to decline by 15%.
These are minimum requirements for an "adequate" designation," S&P
noted.

The outlook is stable.  S&P expects credit ratios to deteriorate
but remain appropriate for the rating, pro forma for the
acquisition and likely pressure on the Department of Defense and
NASA funding.


GEOKINETICS INC: Enters Into Restructuring Support Agreement
------------------------------------------------------------
Geokinetics Inc. on Jan. 15 disclosed that it has entered into a
restructuring support agreement regarding the terms of a
comprehensive recapitalization of the Company with holders of more
than 70% in aggregate principal amount of its 9.75% senior secured
notes due 2014 and the largest holder of the Company's preferred
stock.  Under the terms of the restructuring support agreement:

   -- The entire $300 million of the Company's senior secured
notes will be converted into common equity and the noteholders
will become the majority equity owners of the Company at the
consummation of the restructuring

   -- Holders of senior secured notes will provide up to $25
million of financing that will be converted to equity at
consummation of restructuring

   -- Company operations are expected to remain unaffected

David J. Crowley, Geokinetics President and Chief Executive
Officer, commented, "We are pleased to announce that this
agreement has been reached consensually, affording us the ability
to expedite the restructuring process.  With new backing from our
strong and experienced sponsors, we are confident in our ability
to seamlessly deliver quality service in the near term.  We are
also very excited at the long term prospects for Geokinetics, with
the restructured company having a substantially de-levered balance
sheet, reduced interest expense and a number of compelling
prospects for growth on the horizon in all three product lines;
Seismic Acquisition, Multi-Client seismic services and seismic
Processing and Interpretation."

Under the terms of the restructuring support agreement, the
stakeholder parties to the agreement have agreed to vote in favor
of either a pre-negotiated or a pre-packaged restructuring plan
under chapter 11 of title 11 of the U.S. Code in the United States
Bankruptcy Court for the District of Delaware.  The plan will
provide for the conversion of the Company's senior secured notes
into newly issued common equity of the Company representing 100%
of the Company's issued and outstanding common stock after the
issuance (subject to dilution for a management incentive plan and
conversion of the debtor in possession financing described below),
the repayment of the existing revolving credit facility in full,
the payment in full of unsecured creditors, including trade
vendors, and a cash payment to certain of the Company's preferred
stockholders.  As a result, the Company's existing common stock
and all classes of preferred stock will be canceled.

The recapitalization is not expected to have an impact on the
Company's operations and it will seek to pay unsecured trade and
other creditors in full either in the ordinary course of business
or at the conclusion of the chapter 11 case.

A special committee of the Company's board of directors
unanimously approved entering into the restructuring support
agreement.  As part of the restructuring process, the Company
expects to enter into a new credit facility to provide the Company
with liquidity for operations after the restructuring.  During the
restructuring process, subject to conditions in the restructuring
support agreement, certain holders of the senior secured notes
have agreed to backstop up to $25 million in a debtor-in-
possession financing facility to allow the Company to finance its
operations.  On the effective date of the Company's chapter 11
plan, the debtor-in-possession financing facility will be
converted to common stock of the reorganized Company at a discount
to chapter 11 plan value.

The parties' commitment under the restructuring support agreement
and the completion of the transactions contemplated by the
restructuring support agreement are subject to a number of closing
conditions, termination rights and approvals, including the
majority of the noteholders reaching an agreement with respect to
various corporate governance arrangements, the approval of the
bankruptcy court, and the finalization of definitive
documentation.  It is the Company's intention to request court
approval to emerge from bankruptcy by the end of the first quarter
of 2013.

                      About Geokinetics Inc.

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, is provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.  These geophysical services include
acquisition of 2D, 3D, time-lapse 4D and multi-component seismic
data surveys, data processing and integrated reservoir geosciences
services for customers in the oil and natural gas industry, which
include national oil companies, major international oil companies
and independent oil and gas exploration and production companies
worldwide.

The Company's balance sheet at June 30, 2012, showed
$410.85 million in total assets, $580.10 million in total
liabilities, $88.19 million of Series B-1 Senior Convertible
Preferred Stock, and a stockholders' deficit of $257.44 million.

                           *     *     *

In the Oct. 5, 2011, edition of the TCR, Moody's Investors Service
downgraded Geokinetics Holdings, Inc.'s (Geokinetics) Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) to
Caa2 from B3.

"The downgrade to Caa2 is driven by Geokinetics' lower than
expected margins in its international markets, constrained
liquidity and weak leverage metrics," commented Andrew Brooks,
Moody's Vice-President.  "The negative outlook highlights the
company's continuing tight liquidity and weak financial metrics
even in an improved oil and gas operating environment."

As reported by the TCR on Oct. 3, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured ratings
on Geokinetics Holdings Inc. (Geokinetics) to 'CCC+' from 'B-'.
The rating action reflects uncertainty surrounding the costs,
damage to reputation, and effect on operations following a
liftboat accident in the Southern Gulf of Mexico that led to four
fatalities, including two Geokinetics employees and two
subcontractors.


GLYECO INC: Selling Units for $0.65 Apiece
------------------------------------------
GlyEco, Inc., has retained its placement agent and has initiated a
new offering that contains terms that are materially different
than the terms of the Company's previous offering.

The Company's new offering is for a purchase price of $0.65 per
Unit.  Each Unit consists of (i) one share of common stock, par
value $0.001 per share, of the Company, and (ii) one warrant to
purchase one share of common stock of the Company from the date of
issuance until the third anniversary of such date for a purchase
price of $1.25 per share.

The Offering will be made to accredited investors only, in
accordance with Rule 506 of Regulation D of the Securities Act of
1933.  The Offering commences on Jan. 11, 2013, and will close on
Feb. 28, 2013, or at such later date as may be determined by the
Company.

                         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.


GOLDEN GUERNSEY: OpenGate Milk Company Liquidating
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports private-equity investor OpenGate Capital LLC put one of
its portfolio companies, milk processor Golden Guernsey LLC, into
bankruptcy.  OpenGate didn't even attempt to reorganize the diary.
It put Golden Guernsey into a liquidating Chapter 7 bankruptcy
(Bankr. D. Del. Case No. 13-10044) where a trustee is appointed
automatically to sell the assets.

Los Angeles-based OpenGate had Waukesha, Wisconsin-based Golden
Guernsey file in Delaware.

OpenGate said in a statement that it acquired the company in
September 2011 from Dean Foods Co. The U.S. Justice Department
required Dean to sell in resolution of antitrust concerns related
to school milk sales.

Bankruptcy was the result of "lower prices and seemingly non-
negotiable operating expenses," OpenGate said.

The petition stated that assets and debt both exceed $10 million.


GRAYMARK HEALTHCARE: Closes Three Sleep Diagnostic Facilities
-------------------------------------------------------------
Graymark Healthcare, Inc., implemented a plan to close three of
its sleep diagnostic and therapy facilities.  The facilities are
located in Oklahoma and Texas and are being closed because the
revenue from these facilities has not met expectations and is not
adequate to offset the fixed operating costs of these locations.
It is anticipated that two of the facilities will be operated
through Jan. 11, 2013, and the third facility will be operated
through Jan. 31, 2013.

The Company expects to record restructuring charges in connection
with the closure of these facilities with respect to the remaining
lease obligations for the facilities, severance payments to
affected employees and other write-downs.  The remaining lease
obligations, severance payments and other write-downs are
estimated to be approximately $1.2 million, $0.1 million and $0.1
million, respectively, and are expected to be recorded in the
first quarter of 2013.  All cash payments related to the severance
costs are expected to be paid during the first quarter of 2013.
The cash payments for the remaining lease obligations will
continue for the life of the respective leases which extend
through January 2018.

Meanwhile, the NASDAQ Stock Market LLC filed a Form 25-NSE with
the U.S. Securities and Exchange Commission regarding the removal
from listitng or registration of Graymark's common stock under the
NASDAQ Exchange.

                      About Graymark Healthcare

Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.

The Company's balance sheet at Sept. 30, 2012, showed $19.68
million in total assets, $24.29 million in total liabilities and a
$4.60 million total deficit.

As of Sept. 30, 2012, the Company had an accumulated deficit of
approximately $44.5 million and reported a net loss of
approximately $9.4 million for the nine months then ending.  In
addition, the Company used approximately $3.7 million in cash from
operating activities from continuing operations during the nine
months ending Sept. 30, 2012.  In August 2012, the Company
executed a definitive agreement to purchase Foundation Surgery
Affiliates, LLC and Foundation Surgical Hospital Affiliates, LLC,
for 35 million shares of the Company's common stock and a warrant
for the purchase of 4 million shares of the Company's common stock
at an exercise price of $1.50 (assuming conversion of the
preferred stock which was to be issued at closing).  The
Foundation acquisition has not closed and management does not
believe that it will close in its current form due to certain
external factors including the inability to obtain the consent of
certain preferred interest holders of certain subsidiaries of
Foundation.  Management is working on an alternative structure for
the Foundation transaction, but there is no assurance that the
Foundation acquisition will be closed.

On Nov. 12, 2012, the Company executed a subscription agreement
with Graymark Investments, LLC, in which OHP agreed to purchase
1,444,445 shares of the Company's common stock for $650,000 ($0.45
per share).  The proceeds from OHP were received on Nov. 13, and
will be used to fund the operations of the Company.  Including the
stock proceeds from OHP, management estimates that the Company has
enough cash to operate through Dec. 31, 2012.

Management also plans on raising equity capital or issuing
additional debt in the near term to meet the Company's additional
cash needs in 2013.  In addition, management has initiated a cost
reduction plan that is estimated will save the Company in excess
of $2 million in 2013.  The cost reduction plan includes a
reduction in the labor force and general corporate expenses as
well as process improvements that will result in lower bad debt
expense. During the fourth quarter of 2012, management also
anticipates developing a plan to close certain non-profitable lab
locations.

Historically, management has been able to raise the capital
necessary to fund the operation and growth of the Company, but
there is no assurance that the Company will be successful in
raising the necessary capital to fund the Company's operations.
"These uncertainties raise substantial doubt regarding the
Company's ability to continue as a going concern," the Company
said in regulatory filings.


GSC GROUP: Ex-Workers Want Trustee Booted for Cloaking Ties
-----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that four former
employees of investment firm GSC Group Inc. on Friday urged a New
York bankruptcy court to remove liquidating trustee Robert J.
Manzo from the case, saying they have received none of the money
they are owed and that he hid Kaye Scholer LLP's allegedly
unethical conduct.

Unsecured creditors in the Chapter 11 case -- Thomas Libassi,
Philip Raygorodetsky, Seth Katzenstein and Nicholas Petrusic --
allege Kaye Scholer, GSC's primary counsel; Capstone Advisory
Group LLC, GSC's financial adviser during its insolvency; and
Manzo withheld their relationships, the report said.

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B.
Solow, Esq., at Kaye Scholer LLP, served as the Debtor's
bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is the
Debtor's notice and claims agent.  Capstone Advisory Group LLC
served as the Debtor's financial advisor.  The Debtor estimated
its assets at $1 million to $10 million and debts at $100 million
to $500 million as of the Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  The Chapter
11 trustee tapped Shearman & Sterling LLP as his counsel, and
Togut, Segal & Segal LLP as his conflicts counsel.

No committee of unsecured creditors has been appointed in the
case.

The Chapter 11 trustee completed the sale of business in July 2011
and filed a liquidating Chapter 11 plan and explanatory disclosure
statement in late August.  The bankruptcy court authorized the
trustee to sell the business to Black Diamond Capital Finance LLC,
as agent for the secured lenders.  Proceeds were used to pay
secured claims.  The price paid by the lenders' agent was designed
for full payment on $256.8 million in secured claims, with
$18.6 million cash left over.  Black Diamond bought most assets
with a $224 million credit bid, a $6.7 million note, $5 million
cash, and debt assumption.  A minority group of secured lenders
filed an appeal from the order allowing the sale.  Through a suit
in state court, the minority lenders failed to halt Black Diamond
from completing the sale.

The Chapter 11 Trustee and Black Diamond have filed rival
repayment plans for GSC Group.  As reported in the TCR on Dec. 16,
2011, Hilary Russ at Bankruptcy Law360 related that the Chapter 11
trustee for GSC Group, Inc., reached a handshake deal on Dec. 13,
2011, ending a bitter dispute with Black Diamond that delayed a
$235 million asset sale.

Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins,
represent Black Diamond Capital Management, LLC, as counsel.
Patrick J. Nash, Jr., Esq. and Paul Wierbicki, Esq. of Kirkland &
Ellis LLP serve as counsel to Black Diamond Capital Management,
LLC.


GSC GROUP: Kaye Scholer, Capstone Must Disgorge $15MM, UST Says
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in the opinion of the U.S. Trustee in New York, law
firm Kaye Scholer LLP and financial adviser Capstone Advisory
Group LLC should give up about $15 million in fees earned working
for GSC Group Inc..

According to the report, the bankruptcy watchdog for the Justice
Department contends the firms knew Capstone had an undisclosed
fee-sharing agreement prohibited in bankruptcy law.  The
disgorgement hearing is scheduled for argument before U.S.
Bankruptcy Judge Shelley C. Chapman on Feb. 11.

The report relates that the story laid out in the U.S. Trustee's
112-page paper describes how Capstone filed 10 papers in
bankruptcy court saying there were no agreements to share fees. On
multiple occasions there were court filings where Robert Manzo,
who headed the engagement for Capstone, was described as a
Capstone employee and an executive director.

The U.S. Trustee Tracy Hope Davis says she learned two years after
GSC's bankruptcy that Mr. Manzo wasn't an employee and that there
was an agreement for him to share some of the fees paid to
Capstone.  Rather than an employee, the documents describe him as
a contractor.

Mr. Rochelle notes that bankruptcy law allows the sharing of fees
within a firm.  Sharing fees with someone outside the firm is
barred, absent court approval.  Ms. Davis contends Mr. Manzo's
status as a contractor makes him an outsider barred from sharing
fees awarded to Capstone by the bankruptcy court.  The U.S.
Trustee says the proper sanction for faulty disclosure calls for
forcing both firms to repay all fees they received, known as
disgorgement.  She says the law firm should suffer disgorgement
because Kaye Scholer partner Michael B. Solow, Esq., representing
GSC, knew Mr. Manzo's status and similarly knew about his fee-
sharing arrangement.

Mr. Solow was cited as saying in court filings that he was unaware
of the fee-sharing arrangement.  Ms. Davis disagrees.  Mr. Solow
is Kaye Scholer managing partner, co-chairman of the executive
committee and co-chairman of the firm's bankruptcy department,
according to the firm's Web site.

The U.S. Trustee's allegations "are without merit and we will
establish that in responding to the motion," Kaye Scholer
spokeswoman Sandi Sonnenfeld said in an e-mailed statement,
according to Bloomberg.

Mr. Manzo was named as trustee to handle the creditors' trust
created when the plan was approved.  Although Mr. Manzo was an
outside contractor, not an employee, Ms. Davis describes an
agreement where Mr. Manzo would receive 80% to 100% of his
individual billings to GSC plus half of any success fee and 15.5%
of fees generated by Capstone employees.  In addition to
disgorgement, Ms. Davis wants the two firms barred from further
representation of GSC.  She also wants Manzo removed as trustee
for the creditors' trust.

According to Ms. Davis, Kaye Scholer incurred fees of
$6.13 million, while Capstone's are $6.07 million. Capstone has a
pending request for an additional amount of about $3 million,
mostly a so-called success fee.

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B.
Solow, Esq., at Kaye Scholer LLP, served as the Debtor's
bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is the
Debtor's notice and claims agent.  Capstone Advisory Group LLC
served as the Debtor's financial advisor.  The Debtor estimated
its assets at $1 million to $10 million and debts at $100 million
to $500 million as of the Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  The Chapter
11 trustee tapped Shearman & Sterling LLP as his counsel, and
Togut, Segal & Segal LLP as his conflicts counsel.

No committee of unsecured creditors has been appointed in the
case.

The Chapter 11 trustee completed the sale of business in July 2011
and filed a liquidating Chapter 11 plan and explanatory disclosure
statement in late August.  The bankruptcy court authorized the
trustee to sell the business to Black Diamond Capital Finance LLC,
as agent for the secured lenders.  Proceeds were used to pay
secured claims.  The price paid by the lenders' agent was designed
for full payment on $256.8 million in secured claims, with
$18.6 million cash left over.  Black Diamond bought most assets
with a $224 million credit bid, a $6.7 million note, $5 million
cash, and debt assumption.  A minority group of secured lenders
filed an appeal from the order allowing the sale.  Through a suit
in state court, the minority lenders failed to halt Black Diamond
from completing the sale.

The Chapter 11 Trustee and Black Diamond have filed rival
repayment plans for GSC Group.  The Chapter 11 trustee reached a
handshake deal on Dec. 13, 2011, ending the dispute with Black
Diamond that delayed a $235 million asset sale.

Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins,
represent Black Diamond Capital Management, LLC, as counsel.
Patrick J. Nash, Jr., Esq., and Paul Wierbicki, Esq. of Kirkland &
Ellis LLP serve as counsel to Black Diamond Capital Management,
LLC.


HANDY HARDWARE: Proposes Donlin Recano as Claims Agent
------------------------------------------------------
Handy Hardware Wholesale, Inc. seeks approval from the Bankruptcy
Court to hire Donlin, Recano & Company as claims administrator and
noticing agent to, among other things (a) prepare and serve
required notices and documents in the Chapter 11 case, (b) process
all proofs of claim received; and (c) maintain and update the
official claims register for the Debtor.

The Debtor will pay DRC a flat monthly fee of $7,850 per month
exclusive of out-of-pocket expenses.

Prepetition, the Debtor paid DRC a retainer of $7,500.

DRC is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

                       About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.


HAWKER BEECHCRAFT: JPMorgan Offers $600-Mil. Exit Financing
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hawker Beechcraft Inc. nailed down a commitment where
JPMorgan Chase Bank NA and J.P. Morgan Securities LLC will provide
$600 million in financing to enable an exit from Chapter 11
following the Jan. 31 confirmation hearing for approval of the
reorganization plan.

According to the report, JPMorgan made the best offer to provide a
$375 million secured term loan and a $225 million asset-based
revolving credit.  Hawker will use the loans to repay the $400
million loan financing the reorganization.  The loan will also be
used to make settlement payments and cure breaches of contracts in
connection with the plan, in addition to providing working
capital.  Hawker expects the revolver won't be drawn immediately
after emerging from bankruptcy.

Hawker, the report discloses, wants the bankruptcy judge to hold a
Jan. 24 hearing to approve payment of fees for the loan
commitment.

If approved by the court, Hawker's reorganization plan will give
81.9% of the new stock to lenders in return for $921 million of
the $1.83 billion owing on the senior secured credit.  Unsecured
creditors are in line for the remaining 18.9% of the new stock.

Hawker's $183 million in 8.5% senior unsecured notes due 2015 last
traded on Jan. 8 for 8.25 cents on the dollar, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.

                      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.


HAWKER BEECHCRAFT: Bank Debt Trades at 47% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 53.17 cents-on-
the-dollar during the week ended Friday, Jan. 11, 2013, a drop of
0.42 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014.  The loan is one of the biggest gainers and losers
among 190 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     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.


HELICOS BIOSCIENCES: Wins Final OK for Use of Cash Collateral
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Helicos Biosciences Corp. received final approval from a
bankruptcy judge in Boston to use cash representing collateral for
secured lenders' claims.

                     About Helicos BioSciences

Helicos BioSciences Corporation is a publicly traded life science
company headquartered in Cambridge, Massachusetts focused on
genetic analysis technologies for the research, drug discovery and
diagnostic markets.  The firm's Helicos Genetic Analysis Platform
was the first DNA sequencing instrument to operate by imaging
individual DNA molecules.  Helicos was co-founded in 2003 by life
science entrepreneur Stanley Lapidus, Stephen Quake, and Noubar
Afeyan with investments from Atlas Venture, Flagship Ventures,
Highland Capital Partners, MPM Capital, and Versant Ventures.

Since inception in 2003, revenue aggregated $13.3 million.  For
six months ended June 30, revenue of $1.13 million resulted
in a net loss of $1.38 million.

Helicos Biosciences filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 12-19091) in Boston on Nov. 15, 2012.  The Debtor
estimated assets of at least $1 million and liabilities of at
least $10 million.


HONK'S INC: Idaho Discount Retailer Files Chapter 11
-----------------------------------------------------
Honk's Inc. a seven-store Idaho retailer doing business as Honk's
$1.00, filed a bankruptcy petition on Jan. 11 in Boise (Bankr. D.
Idaho Case No. 13-00054) for protection from creditors under
Chapter 11.  According to Bloomberg's Bill Rochelle, the chain had
$16.8 million in revenue in 2011 and $12.8 million in 2012,
according to a court filing.  Assets were listed with a value of
$1.7 million against debt totaling $4.2 million, including $1.1
million owing to secured creditors.


HOSTESS BRANDS: Insurer Barred From Arbitrating on Dispute
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Ace American Insurance Co. can't force Hostess Brands Inc.
to arbitrate, even though the insurance policy contains a
provision calling for the dispute to be decided in arbitration.

The report recounts that the issue arose in November, when Hostess
was running short on cash.  The baker of Wonder bread sought court
approval to use some of the cash on deposit with Ace to cover
liabilities under insurance policies.

According to the report, U.S. Bankruptcy Judge Robert D. Drain in
White Plains, New York, filed an opinion on Jan. 7 originally
delivered in court.  He said that whether a company has the right
to use a secured lender's so-called cash collateral is a decision
Congress intended for bankruptcy courts to make, not arbitrators.
Judge Drain said that use of cash collateral is "central to the
bankruptcy process" and involves the rights of all creditors, not
just Hostess and Ace.

In November, the bakery workers' union and the union's pension
fund filed a motion asking Drain to appoint a Chapter 11 trustee,
ousting Hostess management for the duration of the liquidation.
The hearing on the motion is now set for Jan. 25.

                        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: Proposes Flowers-Led Auction on Feb. 28
-------------------------------------------------------
Hostess Brands Inc. signed Flowers Foods Inc. to $390 million in
contracts to be the lead bidder at auctions on Feb. 28 for most of
the bread business, including 20 plants, 38 depots and brands
including Wonder bread.  Flowers isn't taking any of the plants
that go along with the Beefsteak brand.

The bankruptcy judge in New York will approve auction and sale
procedures at a Jan. 25 hearing.  If the judge agrees, other bids
will be due Feb. 25.  A hearing to approve the sales will be
March 5.  The Feb. 28 auction determines if there is a better bid
than Flowers' offer.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Hostess says the sales must occur quickly because the
Hostess brands already lost shelf space to competitors.  The
remaining bread assets and the snack-cake business will be sold
separately.

The purchase price will be paid in cash. Proceeds will be applied
to payment of Hostess's secured debt.

Thomasville, Georgia-based Flowers' best known brands are Nature's
Own and Tastykake.  The 44 bakeries generate about $3 billion a
year in sales, Flowers said.  Flowers said the Hostess acquisition
will increase earnings per share.  The stock closed on Jan. 11 at
$24.83, down 5 cents in New York Stock Exchange Trading.  For
three quarters ended Oct. 6, Flowers reported net income of $97.6
million on revenue of $2.3 billion.

                      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.

The bankruptcy judge signed a formal order on Nov. 30 giving final
approval to wind-down procedures. The latest budget projects the
$49 million loan for the Chapter 11 case being paid down to $21.2
million by Feb. 22.


HOSTESS BRAND: Reaches Deal with Insurers Over Policy Collateral
----------------------------------------------------------------
Megan Stride of BankruptcyLaw360 reported that Hostess Brand Inc.
has reached a proposed deal with ACE American Insurance Co. and
its ESIS Inc. affiliate to resolve the bankrupt snack company's
motion to dip into cash collateral provided as security for
workers' compensation and auto insurance policies, according to a
Friday filing in New York bankruptcy court.

Under the tentative deal, the parties agreed that once they win
the bankruptcy court's final approval, ACE will withdraw from the
collateral holdings and pay to Hostess the sum of all deductible
payments it has made, the report said.

                       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.


INOVA TECHNOLOGY: Amends Fiscal 2012 Annual Report
--------------------------------------------------
Inova Technology, Inc., filed an amendment no. 1 to the annual
report on Form 10-K for the year ended April 30, 2012, which was
filed with the Securities and Exchange Commission on July 30,
2012.  The amendment reflects the cover page being filled out
completely, in terms of answering all questions on the page.  The
Company also amended the language pertaining to its CEO's
services.  A copy of the amended filing is availble at:

                        http://is.gd/2K41Ow

                      About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company reported a net loss of $1.24 million for the year
ended April 30, 2012, compared with a net loss of $3.35 million
during the prior year.

The Company's balance sheet at Oct. 31, 2012, showed $7.46 million
in total assets, $18.58 million in total liabilities and a $11.11
million total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
Inova incurred losses from operations for the years ended
April 30, 2012, and 2011 and has a working capital deficit as of
April 30, 2012, which raise substantial doubt about Inova's
ability to continue as a going concern.


INOVA TECHNOLOGY: Amends 375 Million Common Shares Prospectus
-------------------------------------------------------------
Inova Technology, Inc., filed with the U.S. Securities and
Exchange Commission amendment nos. 4, 5, and 6 to the Form S-1
registration statement relating to the offering of up to
375,000,000 shares of common stock of the Company in a self-
underwritten direct public offering, without any participation by
underwriters or broker-dealers.  The shares will be sold through
the efforts of the Company's officers and directors.

The offering price is $0.01 per share.  The offering period will
begin on the date this registration statement is declared
effective by the Securities and Exchange Commission and continue,
unless earlier terminated due to it being fully subscribed, until
5:00 P.M. Local Time, on xxxx, 2013.  There is no minimum number
of shares to be sold under this offering.

The public offering price for the common stock is to be $0.01 per
share.  The Company's common stock is quoted on the OTCQB by the
OTC Markets Group under the symbol "INVA".  On Nov. 6, 2012, the
last reported sale price for the Company's common stock was $0.01
per share.

The Company is conducting this offering as a "self-underwriting"
through its officers and directors, and therefore, the Company
will pay no underwriting fees or commissions.
    
A copy of the latest amendment is available for free at:

                        http://is.gd/ldD3Kh

                      About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
intprovides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company reported a net loss of $1.24 million for the year
ended April 30, 2012, compared with a net loss of $3.35 million
during the prior year.

The Company's balance sheet at Oct. 31, 2012, showed $7.46 million
in total assets, $18.58 million in total liabilities and a $11.11
million total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
Inova incurred losses from operations for the years ended
April 30, 2012, and 2011 and has a working capital deficit as of
April 30, 2012, which raise substantial doubt about Inova's
ability to continue as a going concern.


JAYHAWK ENERGY: Incurs $663,200 Net Loss in Fiscal 2012
-------------------------------------------------------
JayHawk Energy, Inc., filed on Jan. 9, 2013, its annual report on
Form 10-K for the year ended Sept. 30, 2012.

DeCoria, Maichel and Teague, P.S., in Spokane, Washington,
expressed substantial doubt about JayHawk Energy's ability to
continue as a going concern, noting that the Company has incurred
substantial losses, has negative working capital and has an
accumulated deficit.

The Company reported a net loss of $4.3 million on $663,229 of
total revenue in fiscal 2012 as compared to a net loss of
$4.3 million on $363,122 of total revenue in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.2 million
in total assets, $2.8 million in total liabilities, and a
stockholders' deficit of $1.6 million.

A copy of the Form 10-K is available at http://is.gd/F9rYRi

Coeur d'Alene, Idaho-based JayHawk Energy, Inc., is an early stage
oil and gas company.  The Company's immediate business plan is to
focus its efforts on further developing the as yet undeveloped
acreage in Southeast Kansas and to expand its oil production on
its Crosby (f/k/a Candak), North Dakota properties.


JUDO ASSOCIATES: Empty Lot on Canal Returns to Bankruptcy
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the tenant of undeveloped property at 335-341 Canal Street
in Manhattan is back in bankruptcy after the prior Chapter 11
reorganization was dismissed in April.

According to the report, a parking lot currently occupies the
otherwise empty lot.  The prior bankruptcy, begun in June 2009,
ended when the bankrupt tenant revised the ground lease from the
owner of the property.  Israel Discount Bank of New York is the
secured lender owed $8.2 million.  The bankrupt company contends
the ground lease is worth $18 million.

If the lease were terminated, the bankrupt tenant says IDB would
be a wholly unsecured creditor.

Judo Associates LLC filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-10071) in Manhattan on Jan. 9, 2013.  Salvatore
LaMonica, Esq., at Lamonica Herbst & Maniscalco, in Wantagh, New
York, serves as counsel.  The Debtor estimated at least $1 million
in assets and liabilities.


K-V PHARMACEUTICAL: Files Chapter 11 Plan
-----------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports K-V Pharmaceutical Co. filed a Chapter 11 reorganization
plan where first-lien lenders will receive 82% of the stock along
with a $50 million second-lien term loan.  A group of the lenders
making a $85 million loan to finance the plan will receive 15% of
the new stock.

The report notes that the percentage recovery for the creditors is
left blank in the draft disclosure materials filed along with the
plan.  The plan is supported by holders of 78% of the $225 million
in senior secured notes, according to the disclosure statement.

According to the report, holders of $200 million in convertible
notes are to have 3% of the new stock along with the ability to
purchase more stock in a $20 million rights offering at a price
related to full payment of the senior notes.  General unsecured
creditors are being offered $1 million cash to divide among
themselves.

Senior and subordinated bonds have soared in price since October.

The first-lien notes last traded on Jan. 7 for 91 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The secured notes are up
138% since Oct. 9.

                     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


LARSON LAND: Creditor Objects to Ch. 7 Conversion Absent Payment
----------------------------------------------------------------
Creditor Owyhee Irrigation District, the holder of a lien claim of
$18,5967 in real property owned by the Debtor, objects to Chapter
11 trustee John L. Davidson's motion to convert the bankruptcy
case of Larson Land Company to one under Chapter 7, unless and
until Trustee pays the balance owed to it, or provides suitable
assurance that the buyer of the property will pay the obligation
to it.

Ontario Assets was the successful bidder at the auction by way of
a credit bid in the amount of $35 million for substantially all of
the Debtor's assets, including the real property in Malheur County
upon which the lien of the Creditor attached.  PNC Equipment
Finance, Inc., People's Capital & Leasing Corp., Wells Fargo
Equipment Finance, Inc.m and Zions First National Bank also
participated as bidders at the auction and were the successful
bidders, by way of credit bids, for specific assets of the Debtor
securing their claims.

In its conversion motion, the Trustee related that substantially
all of the Debtor's former assets are no longer property of the
estate.  The Trustee, through counsel, said that the Debtor no
longer has a viable business to be reorganized.  "While a plan of
liquidation of the estate's remaining assets could be confirmed,
the cost of that process outweighs the likely benefits in this
case.  The estate's remaining assets can be administered just as
efficiently and effectively by a Chapter 7 Trustee as they could
be administered by the Trustee or by some form of liquidating
agent under a liquidation plan."

                         About Larson Land

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.

Other than some dry land wheat, as of the Petition Date there were
no crops growing on the Debtor's farm land.  The Debtor also
ceased processing operations following the Petition ate.

Brent T. Robinson, Esq., at Robinson, Anthon & Tribe, serves as
the Debtor's counsel.

Judge Terry L. Myers, at the behest of the U.S. Trustee, ordered
the appointment of a Chapter 11 trustee to replace management of
the Debtor.  Hawley Troxell Ennis & Hawley, LLP and Ball Janik LLP
represent John L. Davidson, the Chapter 11 trustee for the Debtor.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


LEAR CORP: Moody's Affirms 'Ba2' CFR; Rates $500MM Notes 'Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Lear
Corporation's proposed $500 million senior unsecured note
offering. In a related action Moody's affirmed Lear's Corporate
Family Rating and Probability of Default Rating at Ba2 and
affirmed the rating on Lear's existing senior unsecured notes at
Ba2. The rating outlook is stable. The Speculative Grade Liquidity
Rating was raised to SGL-1 from SGL-2.

Lear recently announced its intention to offer $500 million of
senior unsecured bonds. The net proceeds from the offering are
expected to be used, together with other sources of liquidity, for
general corporate purposes, including, without limitation, the
redemption of $70 million of the company's existing senior
unsecured notes during 2013, investments in additional component
capabilities and emerging markets and share repurchases under the
company's upsized common stock share repurchase program.

Rating assigned:

  Ba2 (LGD4 60%) to the new $500 million of senior unsecured
  notes due 2023

Rating raised:

  Speculative Grade Liquidity Rating, to SGL-1 from SGL-2

Ratings affirmed:

  Ba2, Corporate Family Rating;

  Ba2-PD, Probability of Default Rating;

  Ba2 (LGD4 60%), Senior unsecured notes due 2018;

  Ba2 (LGD4 60%);Senior unsecured notes due 2020;

  (P)Ba2, Senior unsecured shelf

Ratings Rationale

The affirmation of Lear's Ba2 Corporate Family Rating (CFR)
reflects the company's relatively strong pro forma credit metrics
following the proposed offering, with pro forma Debt/EBITDA
estimated at 2.1x (inclusive of Moody's standard adjustments) for
the LTM period ending September 29, 2012 and modest profit
margins. The ratings also reflect the risks around the company's
ability to maintain a prudent financial profile over the
intermediate-term. Following the proposed bond offering, Lear's
cash balances ($1.27 billion as of September 29, 2012) will be
bolstered by the net proceeds from the $500 million note offering.
These funds are expected to be available, along with free cash
flow generation, and availability under a proposed $1 billion
revolving credit facility to fund the company's announced $1.5
billion share repurchase program (of which there is $1 billion of
availability remaining), a potential optional call under the
existing senior unsecured notes in 2013, and other general
corporate purposes. A portion of the Lear's liquidity is likely to
support acquisition growth similar to the Guilford Mills
transaction executed in 2012. The company has indicated that it
would be comfortable retaining liquidity (inclusive of cash
balances and undrawn revolver availability) of about $1.0 billion.

Lear's LTM EBIT margin, at 4.8% for the LTM period ending
September 29, 2012 (inclusive of Moody's standard adjustments),
lags other similarly rated companies. As a result of the cyclical
nature of the automotive industry and exposure to commodity
prices, higher ratings require stronger margins that provide
greater cushion to withstand a downturn.

The SGL-1 Speculative Grade Liquidity Rating indicates the
expectation of a very good liquidity profile over the next twelve
months supported by cash balances, free cash flow generation, and
availability under the proposed revolving credit facility. As of
September 29, 2012, Lear maintained approximately $1.27 billion of
cash and cash equivalents. The proceeds from the proposed $500
million note offering will bolster this amount. Through 2012,
Lear's geographic diversity and platform mix has helped to
mitigate weakening demand in the company's European markets. This
competitive advantage is expected to continue to support positive
free cash flow generation over the near-term. While the company's
recently announced an upsized share repurchase program to $1.5
billion from $700 million (of which there is $1 billion of
availability remaining), Moody's expects the plan to be executed
on a measured pace consistent with historical trends. Liquidity is
also supported by a revolving credit facility which is in the
process of being increased to $1 billion from $500 million,
maturing in 2018. The revolving credit facility was unfunded as of
September 29, 2012. Financial covenants under the revolving credit
facility include a debt leverage test and an interest coverage
test both of which are expected to have ample headroom over the
next twelve months.

The stable rating outlook continues to reflects Moody's view that
Lear will maintain a business position and financial profile that
is consistent with its rating, which is among the strongest for
automotive parts suppliers globally. The outlook incorporates the
potential for acquisitions or increasing shareholder friendly
actions which may diminish certain of the company's credit
metrics.

Future events that have the potential to drive Lear's outlook or
rating higher include: increasing EBIT margins to the high single
digits while sustaining Debt/EBITDA under 2.0x and EBIT/Interest
coverage, inclusive of restructuring charges, over 4.5x. A higher
rating or outlook could also be supported by prudent financial
policies which include executing organic and acquisitive growth
initiatives and shareholder returns programs while sustaining the
above rating trigger thresholds.

Given the strong current financial profile and expectation of
continued growth in global automotive sales, a downward movement
in the rating is not expected in the near term. Downward risk
could occur if more aggressive acquisitions or shareholder return
initiatives are transacted than has been indicated by the company,
which Moody's considers to be an unlikely scenario. Lear's outlook
or rating could be lowered if EBIT/Interest falls below 3.0x, or
Debt/EBITDA increases to over 3.0x.

The principal methodology used in this rating was the Global
Automotive Supplier Industry published in January 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.

Lear Corporation, headquartered in Southfield, MI, is one of the
world's leading suppliers of automotive seating and electrical
power management systems. The company had net sales of $14.4
billion for the LTM period ending September 29, 2012.


LEAR CORP: S&P Hikes CCR to 'BB+'; Rates $500MM Unsec. Notes 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised the
corporate credit rating on Southfield, Mich.-based Lear Corp. to
'BB+' from 'BB'.  The outlook is stable.

"At the same time, we assigned a 'BBB' rating and '1' recovery
rating to the senior secured revolving credit facility, indicating
our expectation of very high (90% to 100%) recovery for
debtholders in the event of a payment default.  In addition, we
assigned a 'BB' issue-level and '5' recovery rating to the
company's $500 million senior unsecured notes maturing in 2023,
indicating our expectation of a modest (10% to 30%) recovery for
debtholders in the event of a payment default.  The issue-level
rating remains 'BB' on the company's 7.875% senior unsecured debt
maturing in 2018 and the 8.125% million senior unsecured debt
maturing in 2020, but we are revising the recovery ratings to '5'
from '3'.  We revised the recovery rating lower to reflect the
increase in secured debt potential under the revolver," S&P said.

"The ratings on Southfield, Mich.-based automotive systems
supplier Lear Corp. reflect Standard & Poor's opinion of the
company's "intermediate" financial risk profile and "weak"
business risk profile, which are unchanged," said Standard &
Poor's credit analyst Lawrence Orlowski.  Amid weakening demand in
Europe in 2012, margins have been fairly steady.  "Moreover, we
expect the company to generate a solid level of free operating
cash in 2012 and 2013.  We assume Lear's 2013 global sales will be
at least $14.7 billion.  We also expect light-vehicle production
to increase about 3% year over year in North America and to fall
about 4% year over year in Western Europe.  For the current
rating,
we assume the company's debt to EBITDA will remain less than 2x
and that free cash flow will be more than $250 million in 2013.
We adjust reported debt to add the present value of operating
leases and underfunded postretirement benefit obligations," S&P
added.

S&P considers Lear's business risk profile weak largely because of
volatile auto production, high fixed costs, fierce competition,
and pricing pressures that constrain margins.  Furthermore, Lear
has significant customer concentration--38% of 2011 sales were to
General Motors Co. (GM; BB+/Stable/--) and Ford Motor Co.
(BB+/Positive/--).  Moreover, S&P believes Lear still has
significant exposure to pickup trucks and SUVs in North America,
for which demand could fall if the price of gas again rises
significantly and eventually nears $5 per gallon.

The company competes in the highly competitive and cyclical global
auto supplier market and has single-digit EBITDA margins.  Its
solid financial credit measures continue to improve because of an
ongoing increase in light-vehicle demand in North America and
strong growth in emerging markets.  "We believe the company's
profitability and cash flow are sustainable, even if sales weaken,
because of cost reductions and a low debt burden, even with the
issuance of $500 million senior unsecured debt.  We expect the
industry to remain volatile, and this volatility, along with
unpredictable raw material costs, can cause large swings in cash
generation and use.  Still, we assume Lear will retain a
substantial portion of its large cash balances over time and that
debt will remain at about the current level," S&P noted.

The Tier 1 auto supplier is made up of two divisions: seating
systems, which designs and manufactures complete seats and
components for the passenger-car and light-truck markets, and
electrical power management systems, which designs and
manufactures wire harnesses, terminals and connectors, junction
boxes, body control electronics, wireless products, and premium
audio systems.  Seating has lower margins than electronics.  In
the seating systems division, Lear's revenue from GM represents a
concentration risk, in S&P's view.  S&P expects Lear to remain the
No. 2 player in the global seating systems market.  Business in
China is expanding, and Lear's consolidated sales backlog for 2013
through 2015 currently totals $1.8 billion.

"The company has benefited, in our view, from years of various
restructuring actions, such as transferring manufacturing capacity
to lower-cost regions, reducing manufacturing capacity, and
eliminating administrative overhead.  The company has pursued what
it calls a low-cost-country strategy designed to increase its
global manufacturing and engineering competitiveness.  The company
has expanded vertical integration in Mexico, Eastern Europe,
Africa, and Asia.  It has also increased low-cost engineering
capabilities in China, India, and the Philippines.  These actions
have helped its electrical power management systems division
support global platforms and increase scale, bolstering
profitability.  We assume the company will generate substantial
positive free operating cash flow (FOCF) at about $275 million in
2012 and at least approximately that amount in 2013," S&P noted.

The outlook is stable.  S&P assumes that Lear will generate at
least $250 million in annual free cash flow in 2013, maintaining a
ratio of free operating cash flow to debt of more than 10%.  In
addition, S&P assumes adjusted debt to EBITDA will remain less
than 2x, and cash balances will remain substantial.  This implies
gross margins above 7% and flat to positive sales growth.

S&P could lower the rating if the company increased its leverage
substantially or used cash to fund a large acquisition or pay a
special dividend.  S&P could also lower the rating if global
vehicle demand declines again, the company uses cash, or leverage
exceeds 2x on a sustained basis, which S&P estimates could occur
if 2013 revenue declined versus 2012 levels and gross margins fell
below 6%.

"To raise the rating to investment grade, we would need to be
convinced that the company's business model would be comfortably
resilient in the face of industry downturns over the long term as
well as improving profitability.  This means that we would need to
reassess the business risk profile to at least "fair."  We would
expect adjusted EBITDA margins in both its seating and electrical
power management businesses to expand toward the double-digits on
a sustained basis.  The current financial profile (if sustained)
is already consistent with a higher rating, as we consider it
"intermediate," S&P said.


LEHMAN BROTHERS: Traxis Tests Rigidity of Plan
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports a little-noticed provision in the Lehman Brothers Holdings
Inc. bankruptcy reorganization plan is being challenged by funds
managed by Traxis Partners LP.  The outcome will decide whether
creditors with valid claims lose out entirely if they don't cash
checks within 90 days.

The report recounts that after confirming the Chapter 11 plan,
Lehman made a first distribution to creditors in March.  Lehman
sent Traxis checks totaling about $176,000.  They were neither
cashed nor returned to Lehman as undeliverable.  Following a
request by Traxis, Lehman refused to reissue the checks.  Lehman
pointed to a provision in the confirmed plan saying in substance
that checks not cashed within 90 days are forfeited.  The money
represented by uncashed checks will be included in future
distributions to all creditors.

According to the report, U.S. Bankruptcy Judge James M. Peck will
confront the issue at a Jan. 16 hearing.  He will decide whether
the plan must be strictly enforced or whether several theories
advanced by Traxis give him the right to allow payment on valid
claims where checks weren't cashed on time.

Traxis, the report discloses, says in court papers that it moved
to Connecticut from Manhattan after filing the claims, and Lehman
sent the checks to Traxis's old address.  Traxis said it gave
forwarding instructions to the U.S. Postal Service and never
received the original checks.

The report adds that Lehman is giving Judge Peck a thorny issue to
decide under English law regarding the U.K. affiliate's former
office at Canary Wharf in London.  The landlord is claiming $780
million in damages for the Lehman parent's guarantee of a 30-year
lease.  Lehman says the landlord released the U.K. affiliate from
liability on the lease in exchange for a payment of 1.5 million
pounds ($2.42 million). Lehman wants Peck to rule under English
law that releasing the affiliate from liability on the lease
automatically released the parent on its guarantee.  The landlord
argues that Lehman gave an indemnity, not a guarantee, making
English law on guarantees inapplicable.

                       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: Delays March Payouts Amid Archstone Sale
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports reorganized Lehman Brothers Holdings Inc. intends on
delaying a March 30 distribution by 30 days to ensure that
creditors receive the more than $2.5 billion from completing the
sale of apartment owner Archstone Inc., Lehman's single-largest
asset.

According to the report, the Archstone sale is scheduled for
completion in March, perhaps affording insufficient time to work
out details to include the funds in the March 30 distribution,
Lehman said in papers filed this week with the bankruptcy court in
Manhattan.

Lehman, the report relates, is also asking for flexibility in the
timing of distributions to be made each year on Sept. 30 and March
30 under the confirmed reorganization plan. If the bankruptcy
court approves at a Jan. 30 hearing, the distributions could be
within five days of the assigned dates.

According to the report, Lehman also wants the judge to rule that
claim transfers must be reported no less than 40 days before a
distribution date for the buyer of a claim to receive the payment.
Currently, the deadline to report claim trades is 30 days before a
distribution.  Lehman's papers are asking the judge to rule that
all sales of property are exempt from taxes under Section 1146(a)
of the Bankruptcy Code.  The provision states, generally speaking,
that sales "under" a confirmed plan aren't subject to real estate
transfer taxes, stamp taxes and the like.

The report recounts that bankruptcy courts previously were liberal
in interpreting the section and held that property sales before
confirmation were exempt from tax. Appellate courts tightened the
rule and prohibited granting tax exemption for sales before
confirmation.  Now, Lehman is asking for a ruling that sales after
confirmation aren't subject to tax, even though the company is no
longer in bankruptcy. Taxing authorities may object at the Jan. 30
hearing.

                       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)


LIFECARE HOLDINGS: Hirings of Advisors Approved
-----------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
LifeCare Holdings' motions to retain Huron Management Services as
interim chief financial officer and certain additional personnel
and to designate Stuart Walker as chief financial officer; Young
Conaway Stargatt & Taylor as conflicts counsel, KPMG as auditor,
tax compliance and tax consultant; Kurtzman Carson Consultants to
provide administrative services; Rothschild as financial advisor
and investment banker and Skadden, Arps, Slate, Meagher & Flom as
bankruptcy counsel.

                      About LifeCare Holdings

Based in Plano, Texas, LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- currently operates 27 long
term acute care hospitals located in ten states.  Long-term acute
care hospitals specialize in the treatment of medically complex
patients who typically require extended hospitalization.

LifeCare Holdings Inc. filed for bankruptcy protection (Bankr. D.
Del. Case No. 12-13319) in Wilmington on Dec. 11, 2012, citing
debt and losses from Hurricane Katrina and saying it plans to sell
the company, according to a Bloomberg report.

The Company reported a net loss of $34.83 million in 2011,
compared with net income of $2.63 million on $358.25 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $422.15
million in total assets, $575.87 million in total liabilities and
$153.72 million total stockholders' deficit.


LODGENET INTERACTIVE: PAR Investment Sells Remaining Shares
-----------------------------------------------------------
PAR Investment Partners disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it disposed of its
remaining 2,248,677 common shares of LodgeNet Interactive
Corporation and therefore it no longer beneficially owns any
Shares.  PAR Investment previously reported beneficial ownership
of 8.4% equity stake as of Jan. 2, 2013.

On Dec. 30, 2012, the Company entered into an Investment Agreement
with Colony Capital, LLC, and its affiliate, Col-L Acquisition,
LLC, and certain other investors, including PAR Investment
Partners, pursuant to which Colony and those other investors will
invest an aggregate of $60 million of new capital in the Company,
with an option to invest up to an additional $30 million, to
support a proposed recapitalization of the Company.

Pursuant to the terms of the Investment Agreement, PAR Investment
Partners agreed, subject to the terms and conditions set forth in
the Investment Agreement, to invest an amount equal to one-third
of the New Capital.  The closing of the transactions contemplated
by the Investment Agreement is subject to various closing
conditions, including, among others, bankruptcy court confirmation
of a pre-packaged plan or reorganization contemplated by the
Investment Agreement, the Company's satisfaction of a minimum
liquidity test, execution of a new satellite agreement with
DirecTV LLC, the negotiation and execution of a new credit
facility pursuant to the terms of an agreed upon term sheet and in
form and substance satisfactory to Colony, obtaining a new
revolving credit facility, and other typical closing conditions.

A copy of the filing is available at http://is.gd/0LFM0k

                           About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television, Broadband and Advertising Media Solutions along with
nationwide technical and professional support services.  LodgeNet
Interactive owns and operates businesses under the industry
leading brands: LodgeNet, The Hotel Networks and LodgeNet
Healthcare.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $291.74
million in total assets, $448.72 million in total liabilities and
a $156.98 million total stockholders' deficiency.

                            *    *     *

As reported by the TCR on Jan. 10, 2013, Moody's Investors Service
downgraded LodgeNet Interactive Corporation's Probability of
Default Rating (PDR) to D from Ca following the company's
announcement that it failed to make interest and principal
payments of approximately $10 million to its term loan and
revolver lenders on Dec. 31, 2012.

In the Jan. 8, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on Sioux
Falls, S.D.-based LodgeNet Interactive Corp. to 'D' from 'CC'.
The downgrade follows the company's failure to make its Dec. 31,
2012, scheduled cash interest payments on its revolving credit and
term loan and Dec. 31, 2012, term loan amortization payment.


LODGENET INTERACTIVE: Mittleman Brothers No Longer Owns Shares
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mittleman Brothers, LLC, and its affiliates
disclosed that, as of Jan. 4, 2013, they do not beneficially own
any shares of common stock of LodgeNet Interactive Corporation.
Mittlement previously reported beneficial ownership of 1,585,498
common shares or a 6.3% equity stake as of April 27, 2012.  A copy
of the amended filing is available at http://is.gd/EBOANA

                           About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States. The Company's services include: Interactive
Television, Broadband and Advertising Media Solutions along with
nationwide technical and professional support services. LodgeNet
Interactive owns and operates businesses under the industry
leading brands: LodgeNet, The Hotel Networks and LodgeNet
Healthcare.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $291.74
million in total assets, $448.72 million in total liabilities and
a $156.98 million total stockholders' deficiency.

                            *    *     *

As reported by the TCR on Jan. 10, 2013, Moody's Investors Service
downgraded LodgeNet Interactive Corporation's Probability of
Default Rating (PDR) to D from Ca following the company's
announcement that it failed to make interest and principal
payments of approximately $10 million to its term loan and
revolver lenders on Dec. 31, 2012.

In the Jan. 8, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on Sioux
Falls, S.D.-based LodgeNet Interactive Corp. to 'D' from 'CC'.
The downgrade follows the company's failure to make its Dec. 31,
2012, scheduled cash interest payments on its revolving credit and
term loan and Dec. 31, 2012, term loan amortization payment.


MARIANA PORTS AUTHORITY: Fitch Keeps 'BB-' Rating on $31.6MM Bonds
------------------------------------------------------------------
Fitch Ratings affirms the 'BB-' rating on approximately $31.6
million of outstanding Commonwealth Ports Authority, Commonwealth
of the Northern Mariana Islands, senior series 1998A & 2005A
seaport revenue bonds. The Rating Outlook is Stable.

KEY RATING DRIVERS:

-- Concentrated But Vital Cargo Base: The seaports remain
    essential for the import of goods to an island economy;
    however, there is potential for stagnant operational trends
    due to CNMI's exposure to macroeconomic factors and its
    elevated dependence on a limited tourist base. Volume
    stability is expected given that food and fuel related cargos
    account for approximately 73% of import dependent revenue
    tonnage.

-- Limited Pricing Power: CNMI's narrow economy and the overall
    recession limit management's economic flexibility to raise
    rates on seaport system tenants and users. Following the last
    increase in 2009, the authority's focus has instead been on
    effective containment of operating expenses.

-- Conservative Capital Structure: The authority maintains 100%
    fixed-rate, fully amortizing debt.

-- Moderate Leverage And Strong Liquidity: CPA currently
    maintains favorable leverage and liquidity metrics offset by
    modest coverage ratios. Leverage of 3.8 times (x) net debt-to-
    cash flow available for debt service (CFADS) and balance sheet
    cash and reserves available for operating expenses equating to
    nearly 2,000 days cash on hand (DCOH) provides the CPA with
    some degree of flexibility to meet financial commitments in
    weak performing periods. Further, coverage levels appear to
    have stabilized in the 1.3x - 1.4x range with estimated fiscal
    2012 coverage of 1.32x.

-- Modest Capital Plan: The authority's capital improvement plan
    is manageable in scope and is predominantly grant funded. The
    remaining dollars are expected to come from internally
    generated funds with no future debt issuances currently
    anticipated.

What Could Trigger A Rating Action:

-- Continued changes in the underlying service area economy and
    the seaport's ability to maintain base cargo levels at or near
    current levels;

-- Depressed debt service coverage levels resulting from
    declining operating revenues despite growth in revenue
    tonnage;

-- A shift in the seaport's short-term liquidity and financial
    flexibility resulting from changes in operating expense
    management or pricing power.

Security:

The seaport bonds are secured solely by gross seaport revenues and
certain accounts established pursuant to the bond indenture.

Credit Update:

CNMI's limited economy is subject to macroeconomic factors and a
diminished tourist base. Its ports' revenue tonnage is now nearly
100% from imports and concentrated in two main commodities (fuel
and food), following the loss of the garment industry.
Collectively, fuel and food represent over 70% of all revenue
tonnage, potentially indicating that a shift in the operational
profile may be nearing completion and demonstrating the
essentiality of the ports to the island's survival.

As a result of improved tourism, fiscal 2012 revenue tonnage grew
8.1% to 409,317 metric tons, erasing the 1.4% decrease experienced
in fiscal 2011 and continuing upon the 5.1% growth experienced in
2010. Tonnage increases are the result of inbound cargo growth,
with exports continuing to spiral downward and only accounting for
3.5% of total revenue tonnage. Fitch believes that the seaports
may be at or near a new baseline cargo level that is tied more
closely to the economic activity of CNMI.

Declines in operating revenues despite the volume growth, as
occurred in fiscal 2012, would be a potential credit concern if
such trends continue. Fiscal 2012 unaudited operating revenues
were down 4.5% as a result of lower seaport fees and concession
based receipts. Operating expenses rose 3.1% due to increased
maintenance costs. Together, this resulted in estimated 2012 debt
service of 1.32x which was in line with the CPA's budgeted
coverage of 1.31x. While coverage is down slightly from 1.41x a
year ago, debt service coverage has been largely stable in the
1.3x - 1.4x range since fiscal 2009.

In past years, management has been reluctant to raise rates, which
led to rate covenant violations in 2007 and 2008. Following that
period, actions on rates appear to have reversed the coverage
deficit when combined with the austerity measures on the expense
side. Fitch notes, however, that should coverage levels continue
to decline as a result of diminished operating revenues,
especially in times when volume levels are stable or improving,
negative rating action could be warranted.

Following fiscal 2012, Fitch believes that cash flows should
continue to be sufficient to cover debt service through its five-
year forecast period and takes comfort in the CPA's strong
liquidity and fixed-rate, flat debt service profile.

CPA maintains fund balances of over $13 million related to the
bond indenture and has increased DCOH (including reserves
available for operating expenses) to 1,960 days over the past four
years. This liquidity provides some degree of financial
flexibility and translates to a moderate net debt-to-CFADS of
3.8x. Further, management does not anticipate any future debt
issuances at this time.

The authority's capital improvement plan is modest and primarily
grant funded with a 25% match required from the CPA. Current
grants include a $950,000 grant from the Department of Homeland
Security to improve security at the ports and another from
CNMI/DOI for repair work. The CPA, however, is having trouble
securing all of the funding needed for its desired improvements
given the weakened economy and reduction in available governmental
funds. Fitch intends to monitor the situation to ensure any
necessary maintenance and/or projects are not being deferred.


MARIANA PORTS AUTHORITY: Fitch Affirms 'B-' Rating on $14MM Bonds
-----------------------------------------------------------------
Fitch Ratings affirms the 'B-' the rating on approximately
$14 million of outstanding Commonwealth Ports Authority (CPA),
Commonwealth of the Northern Mariana Islands (CNMI), senior series
1998A airport revenue bonds. The Rating Outlook is revised to
Positive from Stable.

The Positive Outlook reflects improved financial flexibility
resulting from increased airport utilization as well as growth in
pledged revenues and balance sheet liquidity. Further,
management's prudent expense management has contributed to rising
debt service coverage levels and CPA's ability to stockpile
surplus cash. To the extent the positive trends in CPA's operating
and financial performance continue, a higher rating may be
warranted.

Key Rating Drivers:

-- Highly Volatile Enplanement Base: The airport system is an
    essential enterprise, serving as the gateway to and within the
    Mariana Islands. The enplanement base of 575,000 passengers is
    relatively small taking into account the overall population
    base and the island's more limited, weaker economy. Traffic
    performance is potentially vulnerable to underlying economic
    stresses given the significant component of traffic tied to
    the tourism industry. Revenue Risk-Resilience: Weaker.

-- Limited Cost Recovery: Rate setting practices with airlines
    are not clearly established and have been observed to be more
    reactive, based on financial pressures, than proactive. In
    Fitch's view, the airport retains limited pricing power which
    restrains financial flexibility and has pressured liquidity in
    previous years. Recent approval by the Federal Aviation
    Administration (FAA) to allow the airport to utilize 100% of
    passenger facility charge (PFC) collections for debt service
    provides enhanced cushion to manage revenue levels to support
    financial obligations while keeping airline costs stable.
    Revenue Risk-Price: Weaker.

-- Conservative Capital Structure: The authority maintains 100%
    fixed-rate, fully amortizing debt. Annual debt service
    payments are essentially level and final maturity on the bonds
    is in 2028. Debt Structure: Stronger.

-- Improving yet Volatile Financial Metrics: CPA generated a
    robust coverage ratio of 3.4 times (x) (2.4x without 100% PFCs
    as gross revenues) for fiscal 2012 (unaudited figures). Still,
    coverage levels have greatly fluctuated over time and failed
    to meet the financial rate covenant test (1.25x) as recent as
    fiscal 2008. Partially mitigating this volatility is the very
    low leverage of 0.5x net debt-to-cash flow available for debt
    service (CFADS), supported in part by treating all PFCs
    collected as pledged revenues and improving balance sheet
    liquidity. Days Cash on Hand (DCOH) has grown significantly
    over the past three years to 284 days in fiscal 2012. Debt
    Service and Counterparty Risk: Mid-range.

-- Moderate Capital Plan: The authority's capital improvement
    plan is modest at $44 million through fiscal 2015 and
    predominantly funded through FAA grants with no future
    anticipated debt issuances. To the extent that a significant
    portion of PFC revenue is needed for debt service, it could
    hamper the airport's ability to provide required matching
    funds and thus limit grant receipts. Infrastructure

Development: Mid-range.

What Could Trigger An Upgrade:

-- Continued improvements in the underlying service area economy
    and the airports' ability to maintain or grow its current
    traffic base;

-- Sustained favorable trends in balance sheet liquidity and
   strong financial ratios over the next one to two years would
   strengthen CPA's credit quality.

-- Material declines in enplanement volume or in coverage,
    resulting from increased operating expenses and/or the CPA
    Board's failure to sufficiently apply the full collection of
    PFCs as gross revenues, could pressure the current rating.

Security:
The series 1998A bonds are secured by a pledge of gross airport
revenues generated by the operations of the airport, including
Passenger Facility Charges eligible for payment of debt service.
Fitch notes that CPA Board Resolution No. 2011-01 now designates
all PFC Revenues as gross airport revenues.

Credit Update:

The CPA airports are heavily reliant on tourism and leisure
travelers, creating an elevated degree of vulnerability to
economic recessions both within its narrow local market as well as
to the larger, neighboring Asian markets. Enplanements tend to
show elevated fluctuations over time. Most recently, enplanements
had rebounded strongly by growing nearly 26% in fiscal 2012. This
growth more than erased the 5% loss experienced in fiscal 2011,
which was impacted by the confluence of natural and nuclear
disasters in the region, offset by the improving tourism industry
as well as additional service by carriers. Collectively, Delta
Airlines and Asiana Airlines maintain their dominance with a
combined market share of approximately 60% of total traffic.
Overall, service remains essential to this island economy and
management indicated that multiple airlines are looking to begin
or increase service levels.

The airports operate under a residual agreement with its carriers.
However, the CPA has shown a history of reluctance to consistently
pass through the full cost requirements given the fragile economy
and nature of the airline industry, negatively impacting financial
flexibility and resulting in past covenant violations.
Management's actions in fiscal 2009 to increase airline rates have
resulted in improved net revenues with coverage increasing well
above the 1.25x requirement. Unaudited fiscal 2012 coverage is
expected to be close to 3.35x following 1.95x coverage in the
prior year, based on pledged revenues inclusive of all PFC
collections. Providing somewhat of a consistent revenue stream to
help service debt, non-airline revenues have been relatively
stable over time and management continues to try to expand those
sources. Leases just went up and a new Aircraft Rescue and Fire
Fighting (ARFF) training facility to be constructed should further
help financial flexibility. Additionally, management continues to
closely scrutinize all expenses and should experience future
savings on pension liabilities from the switch to social security.

Cost per enplanement (CPE) is estimated at around $13.41 for
fiscal 2012 and is expected to remain in that range barring any
wide swings in enplanements or changes to airline rates. This is a
notable reduction from the $15-$16 range that had been the new
baseline CPE since the airline rates went up in fiscal 2009.

CPA's overall leverage is relatively high given the operational
profile of the airports; however its net debt-to-CFADS is very low
at 0.5x taking into account its growing liquidity (284 days cash
on hand), reserves, and ability to use all of its PFCs as cash
flow. As a result of the airport's improved operations,
conservative capital structure, and flat debt service profile,
Fitch projects coverage to remain at or above covenant through a
five-year forecast period, even when only the eligible portion of
PFCs for debt service are applied.

CPA's capital improvement plan through 2015 is modest at $44
million and 95% of the funding comes from FAA grants. The largest
project is a $17 million Regional ARFF Training Facility that
should be a revenue-generating project for the airports. Other
projects include: rehabilitating the 30 year old runway,
installation of new generators for the terminals, Tower and
Airport Fire Station, and various renovations to the international
and commuter terminal. These are in addition to several future
anticipated projects. Management indicated that no future debt
issuances are currently planned.


MEDICAL INTERNATIONAL: Provides Status Report to Investors
----------------------------------------------------------
Medical International Technology, Inc., sent a status report
regarding the current and future state of the Company to
investors.

According to MIT, the Company is focused on consolidating and
seeking new distributors worldwide for the Company's existing
products, to increase its sales and improve its cash flow.

The Company said it has worked diligently with its US Agent for
the finalization of the FDA 510K Certification documentations for
its Med-Jet devices.

During the last fiscal year the Company has been planning and
being advised by its Advisory committee that includes Mr. George
Hendy (Business & Law Advisor), Dr. Francis Bellido (Business &
Scientific Advisor) and Mr. Sarkis Tossounian, (Business &
Financial Advisor), the Company improved many aspects including
marketing, operation, finance, and streamlined product
introductions and regulatory certification process.

A copy of this report is available for free at:

                        http://is.gd/RqmP3n

                     About Medical International

Montreal, Canada-based Medical International Technology, Inc.,
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 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.

Ps Stephenson & Co., P.C., in Wharton, Texas, expressed
substantial doubt about Medical International's ability to
continue as a going concern following the financial results for
the fiscal year ended Sept. 30, 2012.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a working capital deficiency.


METRO FUEL: Asks to Maintain Exclusive Chapter 11 Control
---------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that
Brooklyn, N.Y.-based fuel company Metro Fuel Oil Corp. is seeking
to maintain exclusive control over its Chapter 11 case for three
more months after delaying its sale process into 2013.

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913).  Judge Elizabeth S. Stong presides over the case.
Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the
Debtor.  The Debtor selected Epiq Bankruptcy Solutions LLC as
notice and claims agent.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.

The U.S. Trustee for Region 2 appointed seven members to the
Official Committee of Unsecured Creditors.


MF GLOBAL: Customers Again Denied Ability to Investigate
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports MF Global Inc. customers failed once again to win
authority from the bankruptcy court to investigate Jon S. Corzine
and other former officers and directors of the liquidating
commodity broker.

The report recounts that in February, U.S. Bankruptcy Judge Martin
Glenn denied a request by a customer group to conduct its own
investigation under Rule 2004 of the Federal Rules of Bankruptcy
Procedure, an adjunct of bankruptcy law allowing a so-called
fishing expedition to lay the basis for a lawsuit. At the time,
Glenn said that an independent investigation would interfere with
pending investigations by the two MF Global trustees and by
regulators.  The customers filed another set of papers in
November, this time saying the two MF Global trustees had issued
reports and the U.S. Congress failed to take action even while
citing the broker's mismanagement.

According to the report, Judge Glenn didn't change his mind. In a
four-page opinion, he said that the customer group "is not a party
in interest" and thus lacks the right to participate in the
Chapter 11 case. Even if the group had so-called standing,
conducting an investigation would further the customers' "own
interests, not those of the estate."  Judge Glenn also refused to
allow an investigation because consolidated class-action suits are
pending in federal district court in New York. The group's attempt
to investigate through the bankruptcy court was a "poorly
disguised" effort to evade the discovery schedule worked out in
district court, Glenn said.

James Giddens, trustee for the MF Global brokerage, worked out an
arrangement where he is allowing class-action plaintiffs to bring
lawsuits against former officers, directors and others.  Judge
Glenn approved the arrangement in October because all recoveries
in the suit will be turned over to Mr. Giddens for distribution to
creditors.  Judge Glenn said that the claims customers might bring
are already subsumed in the class-action suits on behalf of all
customers.

                         About MF Global

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

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

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

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

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

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


MF GLOBAL: Customers Must Give Releases Before Payouts
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a district judge in Manhattan ruled that customers of
MF Global Inc. are properly required to give releases and
indemnifications to the trustee before receiving distributions on
their claims.

According to the report, the bankruptcy court approved procedures
for distributions to customers similar to those in other brokerage
liquidations under the Securities Investor Protection Act.  A
customer named Jill Zunshine appealed, asking a federal district
judge to knock out two aspects of an agreement she's required to
sign before receiving distributions on her claim.  Ms. Zunshine
argued there was no reason for her to give trustee James Giddens a
release which simply articulates the longstanding rule that a
plaintiff isn't entitled to recover more than once for the same
injury.  The customer also objected to giving the trustee an
indemnification if she were to receive a distribution improperly.

The report relates that U.S. District Judge Alison J. Nathan wrote
a nine-page opinion on Jan. 11 in which she said "the fact that
the release provision is consistent with the law is not a reason
to strike it."  Judge Nathan concluded that Mr. Giddens wouldn't
breach a fiduciary duty to customers by requiring an
indemnification.

The appeal is Zunshine v. Giddens (In re MF Global Holdings Ltd.),
12-4139, U.S. District Court, Southern District of New York
(Manhattan).

                         About MF Global

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

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

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

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

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

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


MF GLOBAL: European Customers Seeing 60% Recovery
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the settlement last month between the U.S. trustee for the
MF Global Inc. brokerage and the liquidating U.K. affiliate means
that customers of the English company stand to see a 60% recovery.
Unsecured creditors of the U.K. affiliate are looking at a 20%
dividend.   According to the report, the picture is more
optimistic for customers of the U.S. broker, where traders on
domestic and foreign exchanges both may be destined for full
payment.

                         About MF Global

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

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

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

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

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

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


MPG OFFICE: Peter Johnston Resigns as EVP, Leasing
--------------------------------------------------
MPG Office Trust, Inc., and MPG Office, L.P., entered into a
separation agreement with Peter K. Johnston, its Senior Vice
President, Leasing.

Under the terms of this agreement, Mr. Johnston resigned as an
employee and officer of the Company effective Jan. 11, 2013.
Subject to his execution and non-revocation of a general release
of claims, Mr. Johnston will be paid a lump-sum cash payment of
$550,000 and will be paid certain contingent leasing commissions
in the event that certain leases specified in the agreement are
fully executed on or prior to May 31, 2013.

                       About MPG Office Trust

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

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.86 billion in total assets, $2.59 billion in total liabilities,
and a $729.16 million total deficit.


NEW ENGLAND COMPOUNDING: May Have Chapter 11 Trustee Appointed
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports New England Compounding Pharmacy Inc. will be taken over
by an independent trustee if the U.S. Trustee prevails on papers
filed in U.S. Bankruptcy Court in Boston.

The report relates that according to papers filed by the Justice
Department's bankruptcy watchdog, the company is a defendant in
130 lawsuits and has been accused of causing 39 deaths from a
fungal meningitis outbreak caused by contaminated injectable
medication.

Based in Framingham, Massachusetts, the company said upon filing
for bankruptcy protection that there would be a chief
restructuring officer given "plenary and exclusive authority" over
personal injury claims and conduct of the bankruptcy case.  The
U.S. Trustee contends that a so-called CRO isn't enough because
existing management retains the right to terminate the CRO.

According to the report, the U.S. Trustee also sees a conflict of
interest.  He says that a CRO must meet the disinterestedness
test.  By having direct decision-making authority, the CRO won't
be disinterested and can't be approved with the court's blessing.

                  About New England Compounding

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012.
Daniel C. Cohn, Esq., at Murtha Cullina LLP, serves as counsel.
Verdolino & Lowey, P.C. is the financial advisor.

The Debtor estimated assets and liabilities of at least $1
million.  The Debtor owns and operates the New England Compounding
Center is located in Framingham, Mass.

The company said at the outset of bankruptcy that it would work
with creditors and insurance companies to structure a Chapter 11
plan dealing with personal injury claims.

The outbreak linked to the pharmacy has killed 39 people and
sickened 656 in 19 states, though no illnesses have been reported
in Massachusetts.  In October, the company recalled all its
products, not just those associated with the meningitis outbreak.


NNN CYPRESSWOOD: 341(a) Meeting Slated for Feb. 12
--------------------------------------------------
There's a meeting of creditors in the Chapter 11 case of NNN
Cypresswood Drive 25, LLC, on Feb. 12, 2013, at 1:30 p.m.  The
meeting will be held at 219 South Dearborn, Office of the U.S.
Trustee, 8th Floor, Room 802, Chicago, Illinois.

According to the notice of the 341 meeting, the last day to object
to dischargeability is April 15, 2013.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers creditors a one-time opportunity to
examine a bankrupt company's representative under oath about its
financial affairs and operations that would be of interest to the
general body of creditors.

The Debtor meanwhile has been ordered by the bankruptcy judge to
submit a Chapter 11 plan and disclosure statement by April 30,
2013.  A status hearing will be held on May 9, 2013, at 10:30 a.m.

NNN Cypresswood Drive 25, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-50952) on Dec. 31, 2012,
in Chicago.  The Debtor, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), has principal assets located at 9720 &
9730 Cypresswood Drive, in Houston, Texas.  The Debtor valued its
assets and liabilities at less than $50 million.


NORTEL NETWORKS: Creditors Make Another Stab at Settlement
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Nortel Networks Inc. collected almost
$9 billion from the sale of assets, the money is tied up and can't
be distributed to creditors for lack of agreement on how to split
up proceeds among creditors of the U.S., U.K and Canadian
companies.  The contending parties are gathering this week in
Toronto for another round of mediation aimed at achieving
settlement.

                       About Nortel Networks

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

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

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

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


NORTEL NETWORKS: Litigation Pits Bondholders Against Retirees
-------------------------------------------------------------
Nortel Networks was once the largest telecommunication equipment
company in North America, but since it filed for bankruptcy in
2009 it has earned a new label: one of the world's most
complicated legal proceedings, Tom Hals of Reuters reported.

According to the report, bondholders, suppliers, governments and
former employees from around the globe hold $20 billion in claims
based on different insolvency laws and are competing for Nortel's
last remaining asset -- $9 billion in cash.

The report related that Ontario Chief Justice Warren Winkler, who
has spent the past few months analyzing proposals, begins a week
of talks in a Toronto hotel intended to find common ground.

Justice Winkler has called the case "one of the most complex
transnational legal proceedings in history," Reuters noted.
Failure of the mediation would mean years of litigation, with the
possibility that parallel legal fights in different countries
could reach inconsistent outcomes, according to Justice Winkler,
who was appointed to mediate by the U.S. and Canadian courts.

John Penn, Esq. -- john.penn@haynesboone.com -- a bankruptcy
attorney who is not involved in the case, told Reuters that the
mediation is comparable to a football playoff between the New
England Patriots, the Hamilton (Ontario) Tiger-Cats, Manchester
United and Australia's Sydney Swans.

"Each calls it 'football' but they all do something that's quite
different," Mr. Penn, of Haynes and Boone, in Fort Worth, Texas,
said. "Before you get to the actual games, there will have to be a
lot of negotiation and agreement."

Reuters related that the complex disputes stem from Nortel's
former might as a global telecom empire with a web of intercompany
finances and a workforce that once stood at 93,000.

Reuters also reported that, separately, an Ontario judge is set to
rule in the fraud trial of three former Nortel executives.  Former
Chief Executive Frank Dunn, former Chief Financial Officer Douglas
Beatty and former Controller Michael Gollogly were accused of
misrepresenting the company's financial results between 2000 and
2004.

Reuters pointed out that hedge funds, which include Centerbridge
Partners and George Soros' Quantum Partners and which hold $4
billion in bonds issued by Nortel, can block any U.S. bankruptcy
plan that would determine how to distribute cash allocated to
Nortel's U.S. estate.  Reuters also pointed out that Nortel
retirees and former employees in Canada are also taking aim at the
$1 billion of accrued interest on the bonds.

The bondholders and the retirees are battling as to who is
entitled to the accrued interest on the bonds.

                       About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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


NORTEL NETWORKS: Former Executives Acquitted in Fraud Case
----------------------------------------------------------
Ben Dummett at Daily Bankruptcy Review reports that a Canadian
judge acquitted three former Nortel Networks Corp. executives of
fraud charges, bringing to an end one of the final legal chapters
in one of Canada's biggest corporate collapses.

                       About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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


NUSTAR LOGISTICS: Fitch Rates New Junior Subordinated Notes 'B+'
----------------------------------------------------------------
Fitch Ratings assigns a 'B+' rating to NuStar Logistics, L.P.'s
proposed issuance of junior subordinated notes due 2043. The new
notes are to be guaranteed by NuStar Energy L.P. and NuStar Pipe
Line Operating Partnership, L.P.  Proceeds are to be used for
general partnership purposes which include the reduction of
revolver borrowings which may be reborrowed to fund assets to be
acquired. The notes are subordinated to the company's senior
unsecured debt. Both Logistics and NPOP are the operating limited
partnerships of NuStar, which is a publicly traded master limited
partnership. Fitch has also affirmed the ratings of Logistics and
NPOP.

Fitch rates Logistics and NPOP as follows:

Logistics
-- Long-term Issuer Default Rating (IDR) affirmed at 'BB';
-- Senior unsecured debt affirmed at 'BB';
-- Junior subordinated notes assigned 'B+'.

NPOP
-- IDR affirmed at 'BB';
-- Senior unsecured debt affirmed at 'BB'.

Approximately $1.6 billion of existing senior unsecured debt at
the combined partnerships is affected by today's rating actions
(excluding the new junior subordinated notes). The Outlooks for
Logistics and NPOP are Stable.

The junior subordinated notes are assigned 50% equity credit under
Fitch's hybrid criteria. The notching of the junior subordinated
notes reflects Fitch's criteria which typically notches such
hybrid securities two notches down from the IDR.

Fitch Ratings downgraded the IDR of Logistics and NPOP in November
2012 which reflected the company's acquisition of assets from
TexStar Midstream Services LP. The affirmed 'BB' rating reflects
expectations for leverage to increase as a result of the company's
acquisition of Eagle Ford assets for approximately $425 million in
total. In December 2012, NuStar closed on the acquisition of crude
oil assets for approximately $325 million. By the end of 1Q13, it
expects to close on the acquisition of NGL assets for
approximately $100 million.

Additional investments in the assets are expected to be in the
range of $400 to $500 million over the next 18-24 months. The
company plans to fund the acquisition with revolver borrowings and
with the issuance of junior subordinated notes.

Key Rating Drivers

Ratings concerns center on the company's relatively low liquidity
and high leverage metrics; the execution risks associated with the
acquisition of TexStar assets; and the significant increase in
capex in 2013. Given NuStar's substantial investment in the
acquisitions, and the need for the company to make additional
investments in its latest acquisition to realize its full earnings
potential, Fitch also believes there is increased risk that EBITDA
growth may not meet expectations.

Factors which support the rating are NuStar's strong base of
primarily fee-based and regulated pipeline, terminalling and
storage assets and its shrinking footprint in the higher
volatility asphalt refining segment. These assets accounted for
80% of segment EBITDA in 2011 and could increase to 90-95% by the
end of 2013. The company sold 50% of its asphalt operations in
3Q12 and closed on the sale of its San Antonio refinery in January
2013. Other factors include expectations for significant growth in
EBITDA in 2013 for the storage and transportation segments, and
sizeable and geographically diverse assets.

Liquidity

As of Sept. 30, 2012 NuStar had $107 million of cash on the
balance sheet. In addition, it had $1.1 billion of availability on
its $1.5 billion revolver. However, liquidity is restricted by a
leverage covenant and Fitch estimates availability to draw on the
revolver was approximately $300 million. The company's $1.5
billion revolving credit facility expires in 2017.

In December 2013, the 21 million UK 6.65% term loan is due. In
2013, $230 million of notes are due in March and $250 million are
due in June.

NuStar received approximately $115 million for the San Antonio
refinery (including $15 million for inventories) in January 2013.
By the end of 1Q'13, it expects to close on the $100 million of
TexStar NGL assets.

Leverage

Leverage as defined by the bank agreement is to be no greater than
5.0x for covenant compliance. However, if NuStar makes
acquisitions which exceed $50 million, the bank defined leverage
ratio increases to 5.5x from 5.0x for two consecutive quarters.
Furthermore, the May 2012 bank agreement will exclude junior
subordinated debt from the definition of debt for the leverage
calculation if two of the three rating agencies assign the notes
50% equity credit. The junior subordinated notes meet Fitch's
criteria for 50% equity credit.

NuStar has stated that leverage at the end of 3Q'12 was 4.3x as
defined by the bank agreement and the maximum leverage allowed was
5.0x. Due to the acquisition of TexStar assets, the maximum
leverage for 4Q'12, 1Q'13, and 2Q'13 will be 5.5x. Fitch believes
liquidity may be tightened in 3Q'13 due to the maximum leverage
ratio reverting to 5.0x.

With 50% equity credit assigned to the planned issuance of junior
subordinated notes, Fitch still expects leverage (debt adjusted
for cash held in escrow for the future funding of construction and
50% equity credit for the junior subordinated notes to adjusted
EBITDA) to be in the range of 4.8 - 5.0x by the end of 2013.

Capital Expenditures

Capital expenditures have been increasing. In 2011, capex was $336
million. NuStar has stated that in 2012, strategic capex is
projected to be around $400 million and reliability capex is to be
$45 million to $50 million. With the pending acquisition of the
TexStar assets and plans to invest significantly in the assets,
Fitch expects capital expenditures to increase again in 2013.

Logistics and NPOP are wholly owned subsidiaries of NuStar. NuStar
guarantees the debt of Logistics and NPOP, and the debt
instruments for the two operating partnerships have cross defaults
and cross guarantees which closely link the ratings.

What Could Trigger A Rating Action

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

-- Significant leverage reduction. Should leverage fall below
    4.5x on a sustained period of time, Fitch may take positive
    rating action.

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

-- Reduced liquidity;

-- Further deterioration of EBITDA;

-- Inability to meet growth expectations associated with the
    pending acquisition given the substantial investment;

-- Significant increases in capital spending beyond Fitch's
    expectations or further acquisition activity which have
    negative consequences for the credit profile;

-- Increased adjusted leverage beyond 5.5x for a sustained period
   of time.


NUSTAR LOGISTICS: Moody's Assigns 'Ba2' Subordinated Debt Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to NuStar
Logistics, L.P.'s fixed/floating rate subordinated notes. NuStar
Logistics is the main operating subsidiary and financing entity
for NuStar Energy L.P, a Public Master Limited Partnership. NuStar
and another wholly-owned subsidiary, NuStar Pipeline Operating
Partnership L.P., will unconditionally guarantee the notes in
accordance with their subordination provisions.

NuStar will use the note proceeds for general corporate purposes,
including permanent financing of the acquisition of various crude
and liquids pipelines, storage and fractionation assets from
TexStar Midstream Services LP, at an expected total cost of
approximately $425 million.

NuStar's existing ratings assignments are:

-- NuStar Logistics L.P. Corporate Family Rating of Ba1 and
    Probability of Default Rating of Ba1-PD

-- NuStar Logistics L.P. and NuStar Pipeline Operating
    Partnership L.P. senior notes rating of Ba1 (LGD 4, 51%)

-- Speculative Grade Liquidity Rating of SGL-3

Ratings Rationale

The Ba2 (LGD6, 93%) subordinated note rating is based on NuStar
Logistics's Ba1 Corporate Family Rating, which reflects the MLP's
consolidated credit quality. The Ba2 rating incorporates the
overall probability of default of NuStar Logistics, to which
Moody's assigns a Probability of Default (PDR) rating of Ba1/PD.
The Ba2 notes rating is one notch lower than the CFR, reflecting
their subordination to NuStar's other debt. NuStar's various bonds
and revolving credit facility all rank senior unsecured and pari
passu based on cross guarantees.

Moody's has assigned Basket B treatment to the subordinated notes,
or 25% "equity credit," to reflect provisions that provide some
equity cushion to senior creditors in the event of bankruptcy. The
provisions include the options to defer interest on the notes and
a distribution stopper that prevents the MLP from paying third-
party distributions during periods of interest deferral.

NuStar Logistics's Ba1 CFR with a stable outlook is based on a
consolidated analysis of NuStar Energy. NuStar exhibits high
financial leverage and will be making substantial debt-financed
capital investments to build cash flow and stronger returns from
more stable fee-based transportation and storage operations.
Despite its elevated leverage and the execution risk on its growth
projects, NuStar's Ba1 rating is supported by the breadth of its
midstream transportation, storage and terminal assets and a view
that its re-positioning strategy will have a positive impact in
the medium-term on capital returns, EBITDA and financial leverage.

The company's ratings could be downgraded if consolidated
Debt/EBITDA remains elevated at 5.5x or higher and distribution
coverage stays under 1x over the next few years, which would
likely indicate 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 Logistics 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.


NUSTAR LOGISTICS: S&P Rates New Subordinated Notes Due 2043 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue rating
to U.S. midstream energy partnership NuStar Logistics L.P.'s
proposed subordinated unsecured notes offering due 2043.  NuStar
Logistics, an operating subsidiary of NuStar Energy L.P.
(BB+/Stable/--), intends to use the net proceeds for general
partnership purposes, which may include repayment of amounts
outstanding under its revolving credit facility, or to pay for a
portion of the recent TexStar acquisition.  NuStar Energy L.P. and
NuStar Pipeline Operating Partnership L.P. will fully and
unconditionally guarantee the notes.  As of Sept. 30, 2012, San
Antonio-based NuStar had $2.04 billion in balance-sheet debt.

Standard & Poor's ratings on NuStar reflect its "satisfactory"
business risk profile and "aggressive" financial risk profile,
under S&P's criteria.

The rating outlook on NuStar Energy L.P. is stable and reflects
S&P's view that the partnership will have debt to EBITDA in the
mid-5x area in 2013 and have adequate liquidity to fund its growth
initiatives during the next 12 to 18 months.

"We could lower the rating if NuStar exhibits a more aggressive
financial strategy in managing its businesses, such that there is
a renewed focus on segments with a higher degree of business risk
and more volatile cash flows.  Lower ratings could also occur if
NuStar cannot reduce leverage to less than 5x and distribution
coverage becomes increasingly pressured.  A higher rating,
currently not under consideration, is possible over time if we see
management embrace more conservative financial policies and
demonstrate that it can consistently maintain leverage in the low-
4x area and distribution coverage of more than 1x," said Standard
& Poor's credit analyst Michael Grande.


OCALA FUNDING: Recovers $9 Million From Sovereign in Lawsuit
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Ocala Funding LLC, a subsidiary of previously bankrupt
Taylor Bean & Whitaker Mortgage Corp., made a $9 million payday at
the expense of Sovereign Bank NA.  The bank, on the other hand,
could claim partial victory from escaping $22.5 million in
potential liability.

The report recounts that as explained in Ocala's lawsuit begun in
October, Taylor Bean owed Sovereign the $22.5 million.  With the
debt coming due, Taylor Bean called on Ocala for payment.  In the
lawsuit filed in U.S. Bankruptcy Court in Jacksonville, Florida,
where Ocala filed for Chapter 11 protection, the company alleged
that the payment was a fraudulent transfer because it wasn't
liable on the debt.

According to the report, Sovereign agreed to settle by paying
$9 million.  The settlement comes to bankruptcy court for approval
on Feb. 8.

Before the Chapter 11 filing in July, holders of almost all of
Ocala's $1.5 billion in secured and $800 million in unsecured
claims signed an agreement to support a reorganization plan
dividing up proceeds of lawsuits.  Ocala said in October that it
was close to filing a Chapter 11 plan where creditors' recoveries
will flow from "complex causes of action against large financial
institutions and/or government sponsored entities."  Ocala said it
intended to sue the Federal Home Loan Mortgage Corp. to recover
$805 million from alleged fraudulent transfers.

                        About Ocala Funding

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

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

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

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

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

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

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

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


OCALA SHOPPES: Hiring Jennis & Bowen as Counsel
-----------------------------------------------
Shopping center owner The Ocala Shoppes LLC filed an application
to employ the law firm of Jennis & Bowen, P.L., as counsel.

The firm's David Jennis and Chad Bowen would assume primary
responsibility as lead bankruptcy counsel.  A third member of the
firm, Suzy Tate, will also assist in providing legal services to
the Debtor, as appropriate.

J&B's current hourly rates range from $100 to $150 for paralegals
and $200 to $425 for attorneys.

J&B says it's a disinterested party and does not hold or represent
any interest adverse to the estate.

Aside from the application, the Debtor on the Petition Date filed
a motion to prohibit utilities from discontinuing service.

                      About The Ocala Shoppes

The Ocala Shoppes LLC, owner and operator of the Market Street at
Heath Brook shopping center on Southwest College Road in Ocala,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-00125) on Jan. 7 in Tampa.

The open-air shopping center has 560,000 square feet of retail
space and 70,000 square feet of offices.  Tenants are Dillard's
Inc., Dick's Sporting Goods Inc., and Barnes & Noble Inc.  Ocala
is about 100 miles (160 kilometers) north northeast of Tampa.

Secured lender Bank of America NA obtained an order from state
court in August directing tenants to send rent checks to the bank.

In its petition, the Debtor estimated assets and debts of
$50 million to $100 million.

David S. Jennis, Esq., and Suzy Tate, Esq., at Jennis & Bowen,
P.L., serve as counsel.

Judge Michael G. Williamson presides over the case.


ODYSSEY DIVERSIFIED: Court Confirms Odyssey VI, VII and IX's Plans
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
confirmed the Chapter 11 Plans of Reorganization filed by: (i)
Odyssey Diversified VI, LLC, (ii) Odyssey Diversified VII, LLC,
and (iii) Odyssey Diversified IX, LLC.

The three Plans have similar groupings of Claims.  In Odyssey VI,
Odyssey VII and Odyssey IX's respective ballot summaries, Classes
2 (Claims of Noteholders), 4 (Claims of Related Parties) and 6
(Existing Indemnity Claims of the Investor Note Trustee) all voted
to accept the Plan.  There were no votes cast with respect to
Class 3 (Unsecured Claims).  Classes 1 (Priority Claims) and 5
(Equity Interests), being Unimpaired, were deemed to have accepted
the Plan and were not entitled to Vote.

The Effective Dates of the Plans all occurred on Jan. 3, 2013.

                   Odyssey Diversified VI's Plan

Under Odyssey Diversified VI's Plan, Allowed Claims of Noteholders
in Class 2 will receive annual payments, if available, from a
fund, the source of which will be: (1) Causes of Action
Recoveries, if any, (2) the excess cash flow, if any, of business
operations of the Debtor Owned Entities.  Such payments, if
available, will be made annually until the earlier of: (a) the
disposal of all Debtor Owned Entities or (b) the fifth anniversary
of the Effective Date.  In addition, the Noteholders will receive
excess proceeds from the sales of the Debtor Owned Entities
occurring prior to the Maturity Date, after payment of underlying
debt service, taxes, closing costs, and amounts owed under the
Maxwell Line of Credit.

On or before the date that is 60 days after the Effective Date,
there will be a distribution of $500,000 to the Noteholders from
the Guarantor of Odyssey VI to be made partially from existing
funds, with the balance of the $500,000 payment to be funded from
an advance to the Guarantor of Odyssey VI by Maxwell or his
affiliate (the "M Advance").  Upon the sale of the property owned
by the Guarantor of Odyssey VI, the net proceeds from such sale,
less the M Advance, which will be repaid from the net proceeds,
will be paid to the Noteholders on or before the first day of the
month that is 30 months after the Effective Date.

Unsecured creditors in Class 3 will not receive any distributions
under the Plan unless and until there is adjudicated in such
Holder's favor a Final Order awarding an Allowed Claim against the
Debtor, in which case the Holder of such Claim will receive its
pro rata share of any distributions that are being paid to the
Noteholders in Class 2, with the exception of any payment to be
under under the Guaranty of Odyssey VI.

Equity Interests in Class 5 will not be affected by the Plan and
Members will retain their Equity Interests.  No distributions will
be made under the Plan on account of the Equity Interests.

                   Odyssey Diversified VII's Plan

Under Odyssey Diversified VII's Plan, Allowed Claims of
Noteholders in Class 2 will receive annual payments, if available,
from a fund, the source of which will be: (1) Causes of Action
Recoveries, if any, (2) the excess cash flow, if any, of business
operations of the Debtor Owned Entities.  Such payments, if
available, will be made annually until the earlier of: (a) the
disposal of all Debtor Owned Entities or (b) the fifth anniversary
of the Effective Date.  In addition, the Noteholders will receive
excess proceeds from the sales of the Debtor Owned Entities
occurring prior to the Maturity Date, after payment of underlying
debt service, taxes, closing costs, and amounts owed under the
Maxwell Line of Credit.

On or before the date that is 60 days after the Effective Date,
conditioned upon the approval of the release and exculpation
provisions in the Plan and the dismissal with prejudice of the
Howard Action, the Indenture Trustee will release its lien and
distribute to the Noteholders the amount of $6,285,000, less
reasonable fees and costs, which represents all monies currently
held by the Indenture Trustee as security for his indemnification
rights under the Indenture Agreement.  The remaining amount of
$2.3 million owed by the Guarantor pursuant to the Guaranty of
Odyssey VII will be paid to the Noteholders on or before the date
that is sixty days after the Effective Date.

Unsecured creditors in Class 3 will not receive any distributions
under the Plan unless and until there is adjudicated in such
Holder's favor a Final Order awarding an Allowed Claim against the
Debtor, in which case the Holder of such Claim will receive its
pro rata share of any distributions that are being paid to the
Noteholders in Class 2, with the exception of any payment to be
under under the Guaranty of Odyssey VII.

Equity Interests in Class 5 will not be affected by the Plan and
Members will retain their Equity Interests.  No distributions will
be made under the Plan on account of the Equity Interests.

                   Odyssey Diversified IX's Plan

Under Odyssey Diversified IX's Plan, Allowed Claims of Noteholders
in Class 2 will receive annual payments, if available, from a
fund, the source of which will be: (1) Causes of Action
Recoveries, if any, (2) the excess cash flow, if any, of business
operations of the Debtor Owned Entities.  Such payments, if
available, will be made annually until the earlier of: (a) the
disposal of all Debtor Owned Entities or (b) the fifth anniversary
of the Effective Date.  In addition, the Noteholders will receive
excess proceeds from the sales of the Debtor Owned Entities
occurring prior to the Maturity Date, after payment of underlying
debt service, taxes, closing costs, and amounts owed under the
Maxwell Line of Credit.

On or before the date that is 60 days after the Effective Date,
there will be a distribution to the Noteholders of the remaining
amounts due under the Guaranty of Odyssey IX in the amount of
$1,445,000, which are the net proceeds from the remaining property
of the Guarantor of Odyssey IX or its equivalent.

Unsecured creditors in Class 3 will not receive any distributions
under the Plan unless and until there is adjudicated in such
Holder's favor a Final Order awarding an Allowed Claim against the
Debtor, in which case the Holder of such Claim will receive its
pro rata share of any distributions that are being paid to the
Noteholders in Class 2, with the exception of any payment to be
under under the Guaranty of Odyssey IX.

Equity Interests in Class 5 will not be affected by the Plan and
Members will retain their Equity Interests.  No distributions will
be made under the Plan on account of the Equity Interests.

                     About Odyssey Diversified

Odyssey Diversified VI, LLC, Odyssey Diversified VII, LLC, and
Odyssey Diversified IX, LLC, sought Chapter 11 protection (Bankr.
M.D. Fla. Case Nos. 12-12323 to 12-12325) on Aug. 10, 2012, in
Tampa, Florida.  Edward J. Peterson. Esq., at Tampa, Florida,
serves as counsel to the Debtors.

William Maloney of Bill Maloney Consulting serves as chief
restructuring officer for the Debtors.

The Debtors are three of nine parent companies in the "Odyssey"
family that began doing business in 2004.  Seven of these parent
entities, including the Debtors, invested in commercial real
property, ultimately owning and operating a total of sixty-two
commercial projects.

Odyssey VI, formed in 2007, currently owns an indirect interest in
four (4) projects encumbered by Project specific first mortgage
loans from lenders in the aggregate amount of approximately
$25.2 million.

Odyssey VII, formed in 2007, currently owns an indirect interest
in two (2) projects encumbered by Project specific first mortgage
loans from lenders in the aggregate amount of approximately
$9.4 million.

Odyssey IX, formed in 2008, currently owns an indirect interest in
four (4) projects encumbered by Project specific first mortgage
loans from lenders in the aggregate amount of approximately
$17.8 million.


OMEGA NAVIGATION: Insider Settlement Killed by Judge
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports U.S. Bankruptcy Judge Karen Brown in Houston approved a
settlement between ship owner Omega Navigation Enterprises Inc.
and its senior secured lenders.  At the Jan. 9 hearing, she
refused to approve a settlement with Omega's owner, George
Kassiotis, according to Al Yudes, an attorney from Watson Farley &
Williams in New York representing junior secured lenders.

The report notes that had Judge Brown approved both settlements,
Omega's assets would have been disposed of without even the filing
of a disclosure statement, the junior lenders said in a court
filing.

The approved settlement gives secured lenders ownership of Omega's
eight vessels in return for a release of claims, Mr. Yudes said in
a telephone interview with Bloomberg.  The lenders will pay most
professional expenses and provide $500,000 for distribution to
unsecured creditors.  The lenders waive claims, so they won't take
back any of the money they pay.

The judge, the report relates, refused to approve a separate
settlement with Kassiotis under which he would waive his claims
against Omega in return for ownership of two non-bankrupt Omega
subsidiaries.  The junior secured lenders opposed giving
subsidiaries over to Omega's owner without a full valuation and
trial to determine if he would have given sufficient value in
return.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OMEGA NAVIGATION: Looks to Sell Assets After Judge Halts Deal
-------------------------------------------------------------
Jess Davis of BankruptcyLaw360 reported that after a Texas
bankruptcy judge refused Monday to approve Greek oil shipper Omega
Navigation Enterprises Inc.'s proposed settlement with senior
lenders and insiders, Omega sought permission to sell off three
investments companies and their subsidiaries.

U.S. Bankruptcy Judge Karen K. Brown wouldn't sign off on a
proposed settlement that would have given Omega's current CEO and
largest shareholder George Kassiotis equity in the companies after
two junior secured creditors, NIBC Bank NV and BTMU Capital Corp.,
objected to the deal, the report said.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OPEN SOLUTIONS: S&P Withdraws 'CCC+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew the 'CCC+' corporate
credit rating on Glastonbury, Conn.-based Open Solutions Inc.
following its acquisition by Fiserv (BBB-/Stable /--), which has
assumed the company's existing debt.  S&P is also withdrawing the
'B-' issue-level rating on the company's senior secured debt as
well as the '2' recovery rating on this debt, reflecting its
repayment by Fiserv.  At the same time S&P raised the issue-level
rating on the company's subordinated notes to 'BB+' from 'CCC-'
reflecting their assumption by Fiserv.  The '6 'recovery rating is
withdrawn.  The rating will be withdrawn in 30 days following its
repayment.

"The rating action reflects the announcement by Fiserv that it has
acquired Open Solutions for $1.02 billion which includes assuming
and repaying its $960 million of debt," said Standard & Poor's
credit analyst Jacob Schlanger.  The outstanding bank debt will be
paid off immediately while the rated subordinated debt will be
paid off in 30 days following the expiration of the required call
period.

Open Solutions has a targeted industry focus with strong
competitors (including Fiserv), very high leverage, and weak
liquidity somewhat offset by a contractually recurring revenue
base and high switching costs.  The prior rating was indicative of
the ongoing uncertainty surrounding the company's ability to repay
or refinance its upcoming maturing debt, which this transaction
has addressed.


OVERSEAS SHIPHOLDING: Becomes Maritime Law Test Case
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the Chapter 11 reorganization of Overseas Shipholding
Group Inc. will afford U.S. Bankruptcy Judge Peter J. Walsh an
opportunity to decide a question at the intersection of maritime
and bankruptcy law.

OSG is one of the world's largest publicly owned transporters of
crude oil and petroleum products.  As part of the Chapter 11
restructuring begun in November in Delaware, the company is
terminating charter agreements for several vessels.

According to the report, the process, known as rejection, amounts
to a court-authorized breach of the charter agreements.  When a
charter agreement ends, there will be fuel bunker, provisions, and
stores on board which OSG purchased.  The charter agreements
require the owners to reimburse OSG for the value of those items.
The owners contend they have the right to retain the fuel and
other property while offsetting the value against the unsecured
claims OSG will owe from termination of the charters.

Judge Walsh previously said he would allow ending the charters
while saving the offset dispute for later decision.

                    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.


PATRIOT COAL: Hearing on Retiree Committee Adjourned to Feb. 26
---------------------------------------------------------------
The hearing to consider Harold Racer's Motion to Appoint Official
Retiree Committee is adjourned and continued to Feb. 26, 2013, at
10:00 a.m.  Objections or responses by the Debtors or any other
party to the motion or any related motion by the Debtors must be
filed with the Bankruptcy Court no later than Feb. 5, 2013.

Any response by Harold Racer or any other party to an objection or
to any related motion filed by the Debtors must be filed with the
Bankruptcy Court no later than Feb. 15, 2013.

Any reply by the Debtors or any other party to a response by
Harold Racer or any other party must be filed with the Bankruptcy
Court no later than Feb. 22, 2013.

In his motion, Harold Racer, on behalf of himself and others
similarly situated Non-Union Retirees of Patriot Coal Corporation
and its affiliated Debtors, asked the Bankruptcy Court to
authorize and instruct the U.S. Trustee for the Eastern District
of Missouri to appoint any Official Non-Union Retiree Committee.

According to Mr. Racer, without previously notifying the Court, on
Dec. 17, 2012, Debtors sent a mass mailing (upon information and
belief) to all non-union retirees informing them that Debtors
would be seeking to unilaterally terminate all retiree benefits.

According to papers filed with the Court, now that the Debtors
have publicly announced their intent to terminate retiree
benefits, a Retiree Committee must be formed as required by
Section 1114 of the Bankruptcy Code without delay.  Section 1114
requires a Debtor to continue to pay "retiree benefits" under
certain circumstances after a bankruptcy filing.

                        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.


PATRIOT PLACE: Court Nixes Rival Exit Plans, Sale to El Paso
------------------------------------------------------------
The U.S. Bankruptcy Court in El Paso, Texas, denied confirmation
of the Chapter 11 plan put forward by Patriot Place, Ltd., the
bankrupt owner of the Hawkins Plaza Shopping Center, and the
competing plan filed by its bankrupt tenant, Three Legged Monkey,
L.P.

Patriot Place's Plan calls for the sale of the shopping center to
the City of El Paso as part of a settlement.  Three Legged Monkey
operates a sports bar and restaurant at Hawkins Plaza; it risks
losing its business if the sale pushes through.

"These controversies present the latest episode of an ongoing
public saga that found its way to this Court, when the Chapter 11
bankruptcy filing of one debtor (Patriot Place) spawned yet
another Chapter 11 bankruptcy filing by a different debtor (Three
Legged Monkey)," said Bankruptcy Judge H. Christopher Mott in his
ruling on Friday.  "This latest episode became a battle between
one debtor (Patriot Place, the owner and landlord of Hawkins
Plaza) that wants to sell its business at Hawkins Plaza to the
City of El Paso to settle its ground lease dispute with the City
-- and the other debtor (Three Legged Monkey, a rather notorious
tenant at Hawkins Plaza) that is fighting the proposed sale to the
City so that it can save its business at Hawkins Plaza.  Many
interesting factual and legal issues are presented in this very
unusual and highly contentious battle between two separate
debtors, with the City waiting in the wings,"

"Will this be the final episode of the saga? Regrettably, no,"
Judge Mott said.

Patriot Place Ltd. filed for Chapter 11 (Bankr. W.D. Tex. Case
Nos. 11-31024) on May 30, 2011, listing under $10 million in both
assets and debts.  Carlos A. Miranda, III, & Associates, P.C.,
serves as the Debtor's counsel.  A list of the Company's 17
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/txwb11-31024.pdf
The petition was signed by David Brandt, trustee of Hawkins Plaza
Trust, general partner.

In July 2011, Patriot Place sought to assume a 1996 Commercial
Ground Lease with the El Paso International Airport/City of El
Paso, as lessor, as well as 15 unexpired leases with current
tenants, including the 2005 shopping center lease with Three
Legged Monkey.

The City objected to the Motions to Assume, arguing that the
Ground Lease could not be assumed and should be terminated,
primarily based on the activities of Three-Legged Monkey.

City Bank supported Patriot Place's bid to assume the Ground
Lease.

After mediation before retired Bankruptcy Judge Frank R. Monroe
over a period of several months, Patriot Place and the City
reached a settlement agreement dated May 23, 2012, which was
subject to Court approval through a Plan of Reorganization to be
filed by Patriot Place.  The Settlement Agreement provided, in
part, for the termination of the shopping center lease between
Patriot Place and Three Legged Monkey, and the sale of Hawkins
Plaza by Patriot Place to the City.

Three Legged Monkey filed for Chapter 11 (Bankr. W.D. Tex. Case
No. 12-31019) on June 2, 2012.

At the behest of Patriot Place, the Bankruptcy Court in August
2012 lifted the automatic stay in Three Legged Monkey's case so
that Patriot Place could proceed with seeking confirmation of its
Plan.

The latest version of Patriot Place's Plan was filed Sept. 20,
2012.

Three Legged Monkey proposed a competing Plan for Patriot Place on
Aug. 15, 2012.  On Sept. 21, the Court approved the Third Amended
Disclosure Statement explaining Patriot Place's Plan and the
Second Amended Disclosure Statement explaining the competing
Second Amended Plan.  The Court set the confirmation hearing on
Nov. 15.

Limited objections to confirmation of Patriot Place's Third
Amended Plan were filed by the City of El Paso Tax Assessor and
the U.S. Trustee, which were later withdrawn.  Significant
objections to confirmation of the Third Amended Plan were filed by
Three Legged Monkey and Monaco Entertainment Group.  Thereafter,
Patriot Place filed Preconfirmation Modifications to the Third
Amended Plan.

A limited objection to confirmation of Three Legged Monkey's
competing Second Amended Plan was filed by the U.S. Trustee, which
was later withdrawn based on an amendment by Three Legged Monkey.
Significant objections to confirmation of Three Legged Monkey's
Competing Second Amended Plan were filed by Patriot Place, City
Bank, the City, and Monaco Entertainment.

Patriot Place on Nov. 5, 2012, filed a Motion For Determination of
Value of Leasehold Interest of Three Legged Monkey at Hawkins
Plaza Shopping Center.  Three Legged Monkey objected.

Three Legged Monkey on Nov. 7 filed an Expedited Motion To
Designate the Classes of 1(A) and 3 As Being Unimpaired and Strike
the Ballots of Such Classes As Not Being Accepted, Solicited or
Procured in Good Faith.  Three Legged Monkey sought to strike the
ballots of City Bank and other tenants which voted in favor of
Patriot Place's Plan.

Patriot Place on Nov. 13 filed a Request to Strike Ballots of
Three Legged Monkey, which voted against Patriot Place's Plan.

Meanwhile, in its own case, Three Legged Monkey filed a motion to
assume the lease with Patriot Place, which objected due to alleged
defaults.

On Friday, Judge Mott granted Three Legged Monkey's request to
assume the lease.  The judge denied, as moot, the Motion to Value
Leasehold Interest; Three Legged Monkey's Motion to Strike
Ballots; and Patriot Place's Request to Strike Ballots.

"So now at the end of this particular battle, and after literally
hundreds of thousands of dollars in litigation expense, hundreds
of hours spent by the parties and this Court, and a plethora of
documents, exhibits, and pleadings -- little has been
accomplished. 3LM is still in business (at least for a while) at
Hawkins Plaza, PPL is still stuck in the middle of what (in
essence) is a dispute between the City and 3LM that threatens
Hawkins Plaza, and all parties have incurred significant
professional fees.  This must change in the future, or one or both
of these Chapter 11 debtors will end up losing the war," according
to Judge Mott.

"It is possible that further battles in this war can be avoided.
Perhaps the proposed sale of Hawkins Plaza to the City can be
resurrected by negotiation to obtain 3LM's consent to the Hawkins
Plaza sale (Sec. 363(f)(2)) and providing 3LM with sufficient time
and funds to relocate.  Or, perhaps 3LM can stay in business at
Hawkins Plaza by the parties jointly negotiating more restrictive
terms in the Shopping Center Lease and the Ground Lease.  Or,
perhaps these will continue to be litigating Chapter 11 cases,
with new battles immediately on the horizon over whether the
Ground Lease with the City can be assumed by PPL and whether 3LM
is capable of proposing and obtaining approval of a plan of
reorganization in its own bankruptcy case.  In any event, it is
not the Court's job to negotiate settlements between the parties;
instead the Court's job is to rule on controversies and approve
settlements that comply with the Bankruptcy Code," Judge Mott
added.

The Court will set a status conference in each of the bankruptcy
cases.

A copy of the Court's Jan. 11, 2013 Consolidated Opinion is
available at http://is.gd/Nj29eWfrom Leagle.com.


PEER REVIEW: Engages 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 PM 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 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.


PENSON WORLDWIDE: Starts Rejecting Contracts as Part of Wind-Down
-----------------------------------------------------------------
Penson Worldwide Inc. and its affiliates sought bankruptcy
protection Friday and immediately filed two omnibus motions to
reject executory contracts.

The Debtors say they are currently in the process of winding down
their business operations and liquidating their remaining assets.
As a part of this process, the Debtors have reviewed and analyzed
their contractual obligations and identified those executory
contracts and unexpired leases that no longer serve any business
purpose and are burdensome to the estates.

A list of the contracts subject to the first rejection motion is
available at:

   http://bankrupt.com/misc/PW_RejectedContracts_1.pdf

A list of the contracts subject to the second rejection motion is
available at:

   http://bankrupt.com/misc/PW_RejectedContracts_1.pdf

Aside from the rejection motions, the Debtors filed on the first
day of the case requests to hire a claims and noticing agent,
continue using their cash management system, prohibit utilities
from discontinuing service, and pay prepetition wages and benefits
of employees.

The Debtors said that payments of prepetition wages will be
subject to the limitation under Section 507(a)(4) of the
Bankruptcy Code on payments to individual employee on account of
prepetition wages of $11,725.  As to severance, the Debtors will
only make severance payments to non-insider employees.

"There is a real, immediate risk that if the Debtors are not
authorized to continue to honor their prepetition employee
obligations in the ordinary course, the employees would no longer
support and maintain the wind-down process, thereby endangering
the prospects of a successful chapter 11 process and plan
confirmation," says Bryce B. Engel, president and COO of the
Debtors.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company?s products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Proposes KCC as Claims and Notice Agent
---------------------------------------------------------
Penson Worldwide Inc. and its affiliates are seeking an order
appointing Kurtzman Carson Consultants LLC as the claims and
noticing agent in order to assume full responsibility for the
distribution of notices and the maintenance, processing and
docketing of proofs of claim filed in their Chapter 11 cases.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be hundreds of
entities to be noticed at some point in the Chapter 11 cases.  In
view of the number of anticipated claimants and the complexity of
the businesses, the Debtors submit that the appointment of a
claims and noticing agent is both necessary and in the best
interests of the Debtors' estates and their creditors.

On account of its consulting services, KCC personnel will charge
based on a 25% discounted rate:

   Position                            25% Discounted Rate
   --------                            -------------------
Clerical                                   $30 to $45
Project Specialist                         $60 to $105
Technology/Programming Consultant          $75 to $150
Consultant                                 $94 to $150
Senior Consultant                         $169 to $206
Senior Managing Consultant                    $221

Weekend, holidays and overtime               Waived
Travel expenses and working meals            Waived

For its noticing services, KKC will charge $50 per 1,000 e-mails,
and $0.10 per page for electronic noticing.  For its claims
administration services, KCC will charge $0.10 per creditor per
month but is waiving the fee for its public website hosting
services.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company?s products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: S&P Lowers Issuer Credit Rating to 'D'
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on Penson Worldwide Inc. to 'D' from 'CC'.  S&P also
lowered its rating on Penson's $200 million senior secured
second-lien notes to 'D' from 'CC'.

"The downgrade follows Penson's voluntary Chapter 11 bankruptcy
filing in the U.S. on Jan. 11," said Standard & Poor's credit
analyst Robert Hoban.  "We believe Penson filed for bankruptcy
because its weak operating cash flow constrained its debt service
and financial capacity."

Over the past year, management attempted to restructure its debt
and operations, including the sale or transfer of most of its
operating businesses.  In May 2012, Penson transferred the
operations, clearing contracts, and most of the net assets of its
main business, U.S. securities clearing, to Apex Clearing in
exchange for a 94% ownership stake in Apex's holding company.


PENSON WORLDWIDE: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Penson Worldwide Inc.
        800 Klein Road
        Plano, TX 75074

Bankruptcy Case No.: 13-10061

Chapter 11 Petition Date: January 11, 2013

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: Hon. Peter J. Walsh

Debtor's Counsel:    Paul, Weiss, Rifkind, Wharton & Garrison LLP

Debtor's Co-Counsel: Kenneth J. Enos, Esq.
                     Pauline K. Morgan, Esq.
                     YOUNG, CONAWAY, STARGATT & TAYLOR
                     Rodney Square
                     1000 North King Street
                     Wilmington, DE 19801
                     Tel: 302-571-6600

Debtor's Claims
Agent:               Kurtzman Carson Consultants LLC

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

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

Affiliates that simultaneously sought Chapter 11 protection:

     Debtor                       Case No.
     ------                       --------
SAI Holdings, Inc.                13-10062
Penson Financial Services, Inc.   13-10063
Penson Financial Futures, Inc.    13-10064
Penson Holdings, Inc.             13-10065
Penson Execution Services, Inc.   13-10067
Nexa Technologies, Inc.           13-10068
Penson Futures                    13-10069
GHP1 Inc.                         13-10070
GHP2 LLC                          13-10071

The petitions were signed by Bryce B. Engel, the president and
chief operating officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

  Entity                        Nature of Claim  Amount of Claim
  ------                        ---------------  ---------------
Second Lien Noteholders         12.50% Sr 2nd       $215,972,222
Committee                       Lien Secured
c/o Fried Frank Harris          Notes due 2017
Shriver & Jacobson LLP
Gary Kaplan, Esq.
One New York Plaza
New York, NY 10004
Tel: 212-859-8000
Fax: 212-859-4000

Convertible Noteholders         8.00% Sr.            $62,866,667
Committee                       Convertible
c/o Sidley Austin LLP           Notes due 2014
Bojan Guzina, Esq.
One South Dearborn
Chicago, IL 60603
Tel: 312-853-7323
Fax: 312-853-7036

Sungard Financial Systems LLC   Contract              $6,393,854
601 Walnut Street, Suite 1010
Philadelphia, PA 19106
Tel: 215-627-3800
Fax: 215-627-7009

Microsoft Licensing, GP         Contract                $730,943
6100 Neil Road, Ste 100
Reno, NV 89511
Tel: 775-823-5600
Fax: 775-823-7287

ComGraphics Inc.                Contract                $349,104
329 W. 18th St., 10th Fl
Chicago, IL 60616
Tel: 315-226-0900
Fax: 312-226-9411

Berkeley First City LP          Contract                $326,154
c/o Lincoln Property Company
1700 Pacific Ave., Ste 2300
Dallas, TX 75201
Tel: 214-740-5019
Fax: 214-855-3725

NYSE ARCA LLC                   Services                $243,916

Vernado Office Management LLC   Contract                $157,270

NASDAQ Stock Market LLC         Services                $148,086

Drinker Biddle & Reath, LLP     Services                $127,790

CSG Systems Inc.                Contract                 $89,556

Sungard Securities Finance LLC  Contract                 $86,248

Equinix Inc.                    Contract                 $81,382

Standard & Poors Financial      Contract                 $77,405
Services LLC

Headstrong Inc.                 Services                 $62,808

Iron Mountain                   Trade                    $58,845

HOVServices                     Services                 $52,023

Merrill Lynch, Pierce, Fenner   Services                 $51,526
& Smith Inc.

ITG Inc.                        Services                 $45,148

PDQ ATS Inc.                    Services                 $43,544

IDG Services Inc.               Services                 $43,362

NW Tech Network Security        Contract                 $42,250

The Irvine Company Office Prop  Contract                 $42,136

Global Crossing                 Services                 $40,813

FlexTrade LLC                   Services                 $40,736

Morgan Stanley                  Services                 $37,982

Experis Finance US LLC          Services                 $36,825

State of Delaware               Tax                      $36,540
Division of Corporations

RR Donnelley                    Contract                 $33,579

Citigroup Global Markets Inc.   Services                 $32,561


PEREGRINE FINANCIAL: Regulator Turns to Execs for Fraud Fixes
-------------------------------------------------------------
Jacob Bunge and Ianthe Jeanne Dugan of The Wall Street Journal
reported on Jan. 11 that a key financial regulator has interviewed
the executive team that ran Peregrine Financial Group Inc. in an
effort to improve its oversight of the industry, which was heavily
criticized in the wake of the broker's collapse last July.

Investigators working on behalf of the National Futures
Association talked with most of Peregrine's senior ranks --
including jailed founder and Chief Executive Russell Wasendorf Sr.
-- over the past month, according to people involved in the
process.

Regulators seeking input from the failed firm's management is "a
highly unusual move, but it's a great lessons-learned tool," Ken
Springer, president of Corporate Resolutions Inc. and a former
white-collar crime investigator for the Federal Bureau of
Investigation, told WSJ.

The Chicago-based NFA drew scrutiny from investors and policy
makers after the revelations of fraud at Peregrine.  Directors of
the industry-funded agency, which federal futures market
regulators depend upon for day-to-day policing of brokers, last
summer ordered an external review of its practices while putting
on hold potential management changes and bonus payments to top
officials, WSJ related.

A special committee of the NFA's board hired California-based
Berkeley Research Group to conduct the analysis, which officials
at the association said will likely be presented to directors
later this month.

In addition to Mr. Wasendorf Sr., who spoke with investigators at
the Cedar Rapids Correctional Center in Iowa, Berkeley Research
Group officials in December met with his son, Russell Wasendorf
Jr., Peregrine's former president and chief operating officer, WSJ
said, citing people with direct knowledge of the matter.

Investigators also interviewed Brenda Cuypers, Peregrine's former
chief financial officer, General Counsel Rebecca Wing, and Susan
O'Meara, who had been the firm's chief compliance officer, these
people said.

According to WSJ, questions for the former Peregrine executives
centered on how the NFA can make its audits more comprehensive and
finding broader ways to better supervise brokers that deal in
futures and currencies, according to people involved in the
discussions.  Investigators also sought further details of Mr.
Wasendorf Sr.'s scheme and Peregrine's own operations, the people
said, the report added.  It wasn't clear how the former Peregrine
executives responded.

WSJ related that Mr. Wasendorf Sr. aired his own critique of
regulators' audit practices in a confession letter he penned ahead
of his attempted suicide July 9.

"It was relatively simple to deceive the Regulators during their
Annual Audits since their Audit Modules guided them to find a
number, tick a box, tie out totals, etc.," Mr. Wasendorf Sr. wrote
in the letter, which was recovered by law enforcement officials.
"They had no way to detect a counterfeit bank statement."

Mr. Wasendorf's crimes dealt another blow to the already-bruised
reputation of the U.S. futures industry, after the late-2011
implosion of a larger player, MF Global Holdings Ltd., left an
estimated $1.6 billion worth of investors' money unaccounted for,
according to trustees.

The thoroughness of the NFA's auditing drew fire from some
customers of Peregrine as details of Mr. Wasendorf's scheme
emerged last summer, including an instance when his fraud nearly
came to light during a 2011 NFA audit, WSJ said.

An NFA campaign last year to shift futures brokerages toward an
automated system for confirming bank balances helped unveil Mr.
Wasendorf Sr.'s scheme, WSJ noted.  The agency took further steps
in the months following Peregrine's collapse to improve monitoring
of investor funds and boost the expertise of its examiners, and
last month began monitoring futures account balances on a daily
basis with some banks.

"We expect the Berkeley review will include recommendations for
strengthening NFA's regulation of the industry, and we look
forward to reviewing them," a spokesman for the NFA in a statement
told WSJ. "If some of the recommendations in the review come from
'unique'. . . or non-traditional sources, we look forward to
reviewing them as well."

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PETRON ENERGY II: Amends Q1 2012 to Respond to Comments of SEC
--------------------------------------------------------------
Petron Energy II, Inc., filed on Jan. 7, 2013, Amendment No. 3 on
Form 10-Q/A to its quarterly report on Form 10-Q for the quarterly
period ended March 31, 2012, to respond to certain comments
received from the Staff of the Securities and Exchange Commission.

For convenience and ease of reference, the Company is filing this
Form 10-Q/A in its entirety with all applicable changes.

The Company reported a net loss of $6.6 million on $90,634 of
total revenue in the first quarter of 2012, compared with a net
loss of $479,671 on $43,009 of total revenue for the same period
in 2011.

In the first quarter of 2012, the Company recorded an impairment
charge of $5,903,000 on its investment in the wells purchased from
ONE Energy Capital Corp.

The Company's balance sheet at March 31, 2012, showed $2.5 million
in total assets, $6.8 million in total liabilities, and a
stockholders' deficit of $4.3 million.

                     Going Concern Uncertainty

According to the Form 10-Q filing, the Company has incurred a net
loss of $6,552,438 for the quarter ended March 31, 2012, and at
March 31, 2012, had an accumulated deficit of $18,047,598.  "While
the Company has recognized revenues from operations, the revenues
generated are not sufficient to sustain operations.  The Company
does not have sufficient funds to acquire new business assets or
maintain its existing operations at this time.  Management's plan
is to raise equity and/or debt financing as required but there is
no certainty that such financing will be available or that it will
be available at acceptable terms.  The outcome of these matters
cannot be predicted at this time."

A copy of the Form 10-Q/A for the first quarter ended March 31,
2012, is available at http://is.gd/70qhgZ

The Company also filed Amendment No. 2 on Form 10-Q/A for the
second quarter ended June 30, 2012, and Amendment No. 1 on Form
10-Q/A for the third quarter ended June 30, 2012.  Both these
amendments were made to respond to certain comments received from
the Staff of the Securities and Exchange Commission.

A copy of the Form 10-Q/A for the second quarter ended June 30,
2012, is available at http://is.gd/RNpFNK

A copy of the Form 10-Q/A for the third quarter ended Sept. 30,
2012, is available at http://is.gd/zkCPWZ

Petron Energy II, Inc., based in Dallas, is engaged primarily in
the acquisition, development, production, exploration for and the
sale of oil, gas and gas liquids in the United States.  As of
Dec. 31, 2011, the Company is operating in the states of Texas and
Oklahoma.  In addition, the Company operates two gas gathering
systems located in Tulsa, Wagoner, Rogers and Mayes counties of
Oklahoma.  The pipeline consists of approximately 132 miles of
steel and poly pipe, a gas processing plant and other ancillary
equipment. The Company sells its oil and gas products primarily to
a domestic pipeline and to another oil company.


PHI GROUP: Sets Aside 5.6 Million Common Shares for Dividend
------------------------------------------------------------
PHI Group, Inc., reserved 5,673,327 shares of the Company's $0.001
par value common stock for the declared special dividend to the
Company's shareholders of record as of June 30, 2012.  These
shares will be distributed to the eligible shareholders without a
restrictive legend upon full and effective registration of the
dividend distribution with the Securities and Exchange Commission.

On Nov. 30, 2012, three creditors and one former employee of the
Company converted a total of $220,079 into 81,737 shares of the
Company's $0.001 par value common stock at the conversion price of
$2.69 per share.

On Jan. 10, 2013, the Company issued 3,288,443 shares of its
$0.001 par value restricted common stock at the price of $1.5965
per share to the majority shareholder of PT Tambang Sekarsa
Adadaya, an Indonesian company, towards the total agreed price for
the Company's purchase of 70% of equity interest in TSA.

These issuances brought the total number of fully diluted issued
and outstanding shares of the Company's common stock as of
Jan. 10, 2013, to 10,934,616.

                          About PHI Group

Huntington Beach, Calif.-based PHI Group, Inc., through its wholly
owned and majority-owned subsidiaries, is engaged in a number of
business activities, the scope of which includes consulting and
merger and acquisition advisory services, real estate and
hospitality development, mining, natural resources, energy, and
investing in special situations.  The Company invests in various
business opportunities within its chosen scope of business,
provides financial consultancy and M&A advisory services to U.S.
and foreign companies, and acquires selective target companies
under special situations to create additional long-term value for
its shareholders.

In its auditors' report accompanying the consolidated financial
statements for the fiscal year ended June 30, 2011, Dave Banerjee
CPA, in Woodland Hills, Calif., expressed substantial doubt about
PHI Group's ability to continue as a going concern.  The
independent auditors noted that the Company has accumulated
deficit of $28,177,788 and net loss amounting $1,178,297 for the
year ended June 30, 2011.

The Company reported a net loss of $1.2 million for the fiscal
year ended June 30, 2011, compared with a net loss of $3.6 million
for the fiscal year ended June 30, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.46 million
in total assets, $10.11 million in total liabilities, all current,
and a $7.65 million total stockholders' deficit.


PINNACLE AIRLINES: Pilots Ratify Restructuring Agreement
--------------------------------------------------------
The pilots of Pinnacle Airlines, represented by the Air Line
Pilots Association, Int'l (ALPA), on Jan. 15 ratified a bankruptcy
restructuring contract that was tentatively agreed to in December.
With more than 86 percent of eligible pilots casting ballots, 85
percent of Pinnacle pilots voted in favor of the agreement.

"The pilots were given a stark choice between holding on to our
current contract and seeing Pinnacle wound down or accepting
drastic cuts to our pay and work rules in order to save the
airline and the jobs of employees in all areas of Pinnacle's
operations," said Capt. Tom Wychor, chairman of the Pinnacle arm
of ALPA.  "I am proud of our pilots for making this difficult
decision to preserve the company and to move forward as a group.
Now we must work to protect our investment by continuing to
provide our passengers with safe, reliable, and professional
service."

The new seven-year agreement includes, among other cuts, a 9
percent reduction in pay for all pilots plus longevity caps to all
pay scales which will further cut the pay of more than half of
Pinnacle's pilots by as much as another 16 percent.  In addition
to almost 25 percent pay cuts, the deal also increases health-care
costs for all pilots while reducing pilot retirement benefits by
more than 50 percent for Pinnacle's most senior pilots.  In
recognition of the magnitude of the pilots' concessions, the
contract also includes a bridge agreement that provides a one-time
longevity transition payment and guaranteed hiring for many
Pinnacle pilots at Delta Air Lines.  Pinnacle Airlines flies
exclusively as a Delta Connection carrier and Delta will likely
own Pinnacle as a result of having provided the financing that
allowed Pinnacle to reorganize.

"Management failures are responsible for Pinnacle's current
financial crisis," Capt. Wychor added, "but only this sacrifice by
the pilots could preserve a future for the airline and its
employees.  In that future, we will seek out new employment
opportunities for our pilots who no longer see a viable career
path at Pinnacle while we protect and shore up the restructured
contract for those who remain."

The pilot-ratified contract will now be submitted to the
Bankruptcy Court for the Southern District of New York for final
approval.

Founded in 1931, ALPA is the world's largest pilot union,
representing nearly 51,000 pilots at 35 airlines in the United
States and Canada, including the 2,400 pilots at Pinnacle.

                   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.


PINNACLE AIRLINES: Hearing on ALPA Tentative Deal Scheduled Today
-----------------------------------------------------------------
Pinnacle Airlines Corp.'s wholly owned subsidiary, Pinnacle
Airlines, Inc., on Jan. 15 disclosed that its pilots group,
represented by the Air Line Pilots Association, International
(ALPA), ratified the tentative agreement reached with ALPA in
December.

The changes in the ratified agreement, which covers pilot pay,
retirement, work rules and benefits, will become effective when
concessions are implemented for the airline's other labor groups
and non-union employees.

"Through the constructive efforts of Pinnacle and ALPA, we were
able to achieve our goal of reaching a consensual agreement with
our pilots.  We have now reached agreements with all of our unions
following the previously announced agreements with the Association
of Flight Attendants and the Transport Workers Union.  This is a
significant milestone in our restructuring and represents
substantial progress that we expect will allow us to successfully
emerge from bankruptcy," said John Spanjers, president and CEO of
Pinnacle Airlines Corp.

A hearing is scheduled on Jan. 16 for the Bankruptcy Court to
consider approval of the tentative agreement with ALPA and the
other agreements that Pinnacle expects to facilitate its emergence
from bankruptcy.

                   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.


PINNACLE AIRLINES: Gets 90 More Days to File Chapter 11 Plan
------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Monday gave Pinnacle Airlines Corp. an extra
90 days to file a Chapter 11 reorganization plan following
"intense" negotiations with a pilot union and a fast-approaching
Jan. 25 deadline to finalize deals with pilots and creditors.

U.S. Bankruptcy Judge Robert E. Gerber approved the Memphis,
Tenn.-based regional carrier's request, which drew no objections,
the report said.  The airline's exclusivity period to file its
proposed plan now expires April 25, and competing plans won't be
accepted before June 25, the report added.

                      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.


PRESTIGE BRANDS: Moody's Affirms 'B1' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family rating
and B1-PD Probability of Default rating of Prestige Brands Inc.
and revised its outlook to stable from negative. The stable
outlook reflects the company's improved credit metrics as it has
reduced leverage and improved organic revenue growth and profit
margins. "Prestige's profitability is expected to continue to
improve modestly and will more than offset incremental investment
in product promotion and advertising," said Moody's Vice President
Nancy Meadows.

The following ratings were affirmed:

- Corporate Family Rating of B1

- Probability of Default Rating of B1-PD

- $660 million senior secured term loan due 2019, to Ba3 (LGD 3,
   38%) from Ba3 (LGD 3, 39%)

- $250 million senior secured notes due 2018, to Ba3 (LGD 3,
   38%) from Ba3 (LGD 3, 39%)

- $250 million senior unsecured notes due 2020 to B3 (LGD 6,
   90%) from B3 (LGD 6, 91%)

- Speculative Grade Liquidity Rating of SGL-2

The outlook is stable.

Ratings Rationale

Prestige's B1 Corporate Family Rating reflects the company's
relatively high leverage (pro forma debt-to-EBITDA of
approximately 5 times) especially given its participation in
highly competitive segments in near-pharmacy like categories,
primarily competing with companies that have significantly more
resources and financial flexibility. Prestige's small overall
scale and sizable OTC business, while attractive in terms of
profitability and growth potential, makes it relatively more
exposed to product recalls and possible legal liability than its
more broadly diversified consumer products peers.The company's
substantially smaller household segment remains mature and is
constrained by the competitive marketplace and its declining
organic growth. In addition, the company's financial policies are
likely to remain aggressive as it continues to supplement its
growth through leveraged acquisitions. The B1 rating also reflects
Prestige's diverse and balanced portfolio of leading niche brands;
high margins; good cash flow; a flexible, outsourced business
model; and low-capital spending requirements.

The stable outlook reflects Prestige's strengthening profit
margins and cash flow and improved organic growth rates in both
its legacy brands as well as those it recently acquired.

Prestige's ratings could be downgraded if the company's financial
performance deteriorates as result of unexpected weakness in the
company's existing product portfolio and/or management
significantly deviates from its current disciplined financial
policies. Additionally, debt-to-EBITDA sustained above 5.0 times
or EBIT-to-interest below 2.0 times could result in a downgrade.

For an upgrade, Prestige's scale would need to significantly
improve beyond its current level and be sustained by a strong
organic growth rate. Financial metrics would need to be maintained
for an extended period of time such that debt-to-EBITDA was
sustained below 4.0 times and EBIT-to-interest was sustained above
2.5 times.

Prestige Brands, Inc., headquartered in Tarrytown, New York, is a
leading marketer of a broad portfolio of branded over-the counter
("OTC") healthcare and household cleaning products. Key brands
include Beano, Compound W, Chloraseptic, Clear Eyes, Luden's,
Dramamine, BC, and Goody's. Revenues for the twelve months ending
September 30, 2012 were approximately $624 million.

The principal methodology used in this rating was the Global
Packaged Goods published in December 2012. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


PRIME HEALTHCARE: Moody's Affirms 'B2' CFR; Rates Revolver 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD 3, 32%) rating to
Prime Healthcare Services, Inc.'s $175 million senior secured
revolving credit facility expiring 2016. Moody's also affirmed
Prime's B2 Corporate Family Rating and B2-PD Probability of
Default Rating. The rating outlook is stable.

Following is a summary of Moody's rating actions.

Ratings assigned:

  Senior secured revolving credit facility expiring 2016, Ba3
  (LGD 3, 32%)

Ratings affirmed:

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

Ratings withdrawn:

  Senior secured term loan A due 2014, B1 (LGD 3, 41%)

  Senior secured term loan B due 2015, B1 (LGD 3, 41%)

Ratings Rationale

Prime's B2 Corporate Family Rating reflects the risks associated
with the concentration of operations in Southern California and
the company's reliance on a few facilities for a considerable
portion of revenue and EBITDA. Additionally, the company currently
generates the majority of its revenue from government programs,
including Medi-Cal, the Medicaid program for the state of
California. Furthermore, while Moody's acknowledges the company's
track record of significantly improving acquired facilities, both
in terms of top line and margin performance, the rating also
reflects the risks associated with acquiring and integrating
financially distressed operations. Finally, the rating reflects
Moody's expectation that the company will continue to aggressively
pursue growth through acquisitions that may be debt financed and
involve the entrance into markets in which the company does not
have a presence. However, the company has relatively moderate
financial leverage and strong interest expense coverage.

Moody's expects to continue to see credit metrics that are strong
for the rating category given the inherent risks associated with a
rapid growth strategy through the acquisition of troubled
operations. Therefore, Moody's does not believe an upgrade of the
rating is likely in the near term. However, if the company is able
to increase its scale and reduce concentration through
diversification of revenue and profitability sources, geographic
presence and payor mix, while maintaining a conservative financial
profile, Moody's could upgrade the rating.

If the company experiences a significant deterioration of credit
metrics, through a negative development in the California market,
a large debt financed acquisition or ongoing litigation and
investigations, Moody's would downgrade the rating. For example,
if state budget issues force a significant negative change in
Medi-Cal reimbursement or if the payor mix deteriorates
significantly such that Moody's expects the change to jeopardize
cash flow, interest coverage, or future growth prospects, the
ratings could be downgraded. Moody's could also downgrade the
ratings if the turn-around of the operations of future acquisition
targets is not successful or integration problems arise that
negatively impact the operations of the consolidated company.
Finally, Moody's could also downgrade the rating if the company
undertook a significant shareholder distribution.

The principal methodology used in this rating 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.

Prime Healthcare Services, Inc. is an owner and operator of acute
care hospitals. The company currently operates 17 hospitals. Prime
has 11 hospitals in California, three in Texas, two in
Pennsylvania, and one in Nevada. The company recognized
approximately $1.5 billion in revenue for the twelve months ended
September 30, 2012 before considering the provision for doubtful
accounts.


QUIGLEY CO: Supreme Court Asks Govt.'s Opinion on Pfizer Appeal
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court is asking for the government's
opinion on whether Pfizer Inc. should be allowed a final appeal
from an unfavorable ruling in April by the U.S. Court of Appeals
in Manhattan.  Pfizer is the parent of non-operating Quigley
Company Inc., which is waiting to learn whether the bankruptcy
court will approve the reorganization plan ending its eight-year-
old bankruptcy dealing with asbestos claims.

The report recounts that the appeals court, upholding the district
court, ruled that Pfizer wasn't entitled to complete protection
from asbestos claims under the umbrella of Quigley's Chapter 11
case.  The lower courts ruled there was a narrow category of
state-law claims for which the Quigley bankruptcy can't protect
parent Pfizer.  Quigley filed its sixth-amended plan in late June,
modified after the April opinion from the appeals court. In the
latest iteration of the plan, Pfizer increased its contribution to
creditors' recoveries.

According to the report, on Jan. 14 the Supreme Court "invited"
the U.S. Solicitor General to "file a brief in this case
expressing the views of the U.S."  The Solicitor General could
urge the Supreme Court to allow a further appeal or not.  The
Solicitor General is an arm of the Attorney General that handles
the federal government's involvements in matters before the
Supreme Court.

Pfizer, the report relates, filed papers in September with the
Supreme Court, asking the court to allow an appeal.  The request
by the Supreme Court was made following a conference the justices
held Jan. 11 on the question of whether to allow an appeal.

In bankruptcy court, Quigley creditors concluded voting on the
plan at the end of November.  The bankruptcy judge will conduct a
status conference on Jan. 17, with a confirmation hearing for
approval of the plan to occur sometime later.  The plan will shed
asbestos liability for both Quigley and Pfizer. In addition to
increasing its cash contribution, Pfizer is waiving a $95 million
secured claim, a $19 million claim for financing the Chapter 11
case, and a $33 million unsecured claim.

Mr. Rochelle notes that Quigley suffered several defeats during
the Chapter 11 case.  The bankruptcy judge ruled that a prior
reorganization plan was filed in bad faith and not feasible.
Quigley had filed a new plan to cure the defects.  The plan was
pending when a district judge ruled against Pfizer in May 2011.
The district court ruling was upheld in the appeals court.

The Pfizer appeal in the Supreme Court is Pfizer Inc. v. Law
Offices of Peter G. Angelos, 12-300, U.S. Supreme Court
(Washington).  The appeal in the circuit court was Quigley Co.
Inc. v. Law Offices of Peter G. Angelos (In re Quigley Co. Inc.),
11-2635, 2nd U.S. Circuit Court of Appeals (Manhattan).  The
appeal in district court was In re Quigley Co. Inc., 10-01573,
U.S. District Court, Southern District of New York (Manhattan).

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuch Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestos claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.


REGAL ENTERTAINMENT: Fitch Assigns 'B-' Rating to Sr. Unsec. Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'B-'/'RR6' rating to Regal
Entertainment Group's proposed senior unsecured note offering. The
notes will rank pari pasu with Regal's existing 9.125% senior
unsecured notes due 2018 ($525 million outstanding). Proceeds will
be used for general corporate purposes, including acquisitions.

The notes will be issued under a new indenture and covenants will
be similar to the 9.125% senior unsecured note indenture.
Covenants include limitation on consolidated debt (net interest
coverage greater than 2x incurrence test), limitation on
restricted payments (a basket that increases based on, among other
factors, the excess of EBITDA over 1.7x interest expense) and
limitation on liens (standard carve-outs exist in addition to an
incurrence test of 2.75x net senior secured leverage). In
addition, the indenture includes a change of control provision
that is triggered if any person (except for the Anschutz Company
and any of its affiliates) becomes the beneficial owner of 50% or
more of the voting stock of Regal. Other change of control
triggers include a majority change in the Board of Directors, the
liquidation or dissolution of Regal, and/or if all or
substantially all of Regal's and its subsidiaries' assets are
sold. There are cross payment default/cross acceleration
provisions (among Regal and Regal Cinemas) in regard to debt in
excess of $25 million.

The proposed note offering will increase Regal's leverage,
however, Regal has the financial flexibility to absorb the
incremental leverage and maintain current ratings. As of Sept. 30,
2012, pro forma for the proposed offering and the recent
acquisition of Great Escape theater circuit, Regal had
approximately $2.25 billion in debt, with lease-adjusted gross
leverage at 5x and unadjusted gross leverage at 4.4x.

As of Sept. 30, 2012, liquidity was made up of $251 million in
cash ($495 million adjusting for the proceeds of the new notes)
and $82 million in credit facility availability (reduced by $3
million in letters of credit), under the company's $85 million
revolving credit facility due May 2015. Fitch calculates September
2012 last 12 month FCF (after dividends) of $90 million.

Fitch expects cash deployment to be dedicated to acquisitions and
return of capital to shareholders.

RECOVERY

Regal's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation. Fitch estimates a
distressed enterprise valuation of $1.7 billion, using a 5x
multiple and including an estimate for Regal's 20% stake in
National CineMedia, LLC of approximately $190 million. Based on
this enterprise valuation, which is before any administrative
claims, overall recovery relative to total current debt
outstanding is approximately 71%.

The 'RR1' Recovery Rating for the company's credit facilities
reflects Fitch's belief that 91% - 100% expected recovery is
reasonable. While Fitch does not assign Recovery Ratings for the
company's operating lease obligations, it is assumed the company
rejects only 30% of its remaining operating lease commitments due
to their significance to the operations in a going-concern
scenario and is liable for 15% of those rejected values (at a net
present value). The 'RR2' assigned to Regal Cinema's senior
unsecured notes reflect an expectation of 71% - 90% recovery. The
'RR6' assigned to Regal's senior unsecured notes reflects the
structural subordination of the notes and Fitch's expectation for
nominal recovery.

Key Rating Drivers

-- Fitch believes movie exhibition will continue to be a key
    promotion window for the movie studios biggest/most profitable
    releases.

-- Long-term, Fitch continues to expect that the movie exhibitor
    industry will be challenged in growing attendance and any
    potential attendance declines will offset some of the growth
    in average ticket prices.

-- The ratings also incorporate the intermediate/long-term risks
    associated with increased competition from at-home
    entertainment media, limited control over revenue trends, the
    pressure on film distribution windows, increasing indirect
    competition from other distribution channels (such as DVD,
    VOD, and the Internet), and high operating leverage (which
    could make theater operators FCF negative during periods of
    reduced attendance). In addition, RGC and its peers rely on
    the quality, quantity, and timing of movie product, all
    factors out of management's control.

What Could Trigger A Rating Action

-- Fitch anticipates that Regal, and other movie exhibitors, will
    continue to consolidate. While not anticipated, a material
    debt-funded acquisition or return of capital to shareholders
    that would raise the unadjusted gross leverage beyond 4.5x
    could have a negative impact on the rating. In addition,
    meaningful, sustained declines in attendance and/or per-guest
    concession spending, which drove leverage beyond 4.5x, may
    pressure the rating as well.

-- Fitch heavily weighs the prospective challenges facing Regal
    and its industry peers in arriving at the long-term credit
    ratings. Significant improvements in the operating environment
    (sustainable increases in attendance) and sustained
    deleveraging could have a positive effect on the rating,
    though Fitch views this as unlikely.

Fitch currently rates Regal and Regal Cinemas Corporation as
follows:

Regal
-- Issuer Default Rating (IDR) 'B+';
-- Senior unsecured notes 'B-'/'RR6'.

Regal Cinemas Corporation
-- IDR 'B+';
-- Senior secured credit facility 'BB+/RR1';
-- Senior unsecured notes 'BB/RR2'.

The Rating Outlook is Stable.


REGAL ENTERTAINMENT: Moody's Affirms 'B1' CFR; Rates Bonds 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
senior unsecured notes of Regal Entertainment Group (Regal) and
affirmed its B1 corporate family rating. The company expects to
use proceeds to fund acquisitions or to repay debt, which could
include a tender for Regal's 9.125% senior unsecured bonds due
August 2018 and the 8.625% senior unsecured bonds due 2019 of its
operating subsidiary Regal Cinema Corporation.

Absent acquisitions, Moody's expects a slight increase (less than
$50 million) in gross debt pro forma for the transactions given
the necessary premium to execute the tenders, but no meaningful
change in leverage. If Regal uses the proceeds to fund
acquisitions, leverage could increase modestly on a pro forma
basis, but given the probable multiples paid, acquisitions are
unlikely to materially weaken credit metrics.

Moody's estimates leverage of about 5.6 times debt-to-EBITDA for
the trailing twelve months ended September 30, although leverage
would be about one-quarter turn lower with the benefit of a strong
fourth quarter and pro forma for the acquisition of theaters in
December.

Moody's also affirmed Regal's SGL-1 speculative grade liquidity
rating and continues to consider its short term liquidity "very
good," even though the $91 million acquisition and approximately
$155 million special dividend in December consumed a substantial
portion of the cash balance. Moody's estimates balance sheet cash
at around $100 million as of year end 2012. This balance sheet
cash, along with the undrawn $85 million revolver and the saleable
stake in National CineMedia, Inc. supports the liquidity profile.

A summary of the action follows.

Regal Entertainment Group

    Senior unsecured bonds, Assigned B3, LGD5, 89%

    Corporate Family Rating, Affirmed B1

    Probability of Default Rating, Affirmed B1-PD

    Speculative Grade Liquidity Rating, Affirmed SGL-1

    9 1/8% Sr Unsec Notes due 2018, Affirmed B3, LGD adjusted to
    LGD5, 89% from LGD6, 91%

Outlook, Stable

Regal Cinemas Corporation

    Senior Secured Credit Facility, Affirmed Ba2, LGD2, 21%

    8 5/8% Sr Unsec due 2019, Affirmed B2, LGD adjusted to LGD4,
    64%, from LGD4, 68%

Outlook, Stable

Ratings Rationale

Moody's expects Regal's leverage to remain in the mid 5 times
debt-to-EBITDA range given weak industry growth trends and
management's propensity to allocate excess cash to shareholders
rather than debt reduction. This weak credit profile drives the B1
CFR. The high leverage also poses challenge for operating in an
inherently volatile industry reliant on movie studios for product
to drive the attendance that leads to cash flow from admissions
and concessions, although good short term liquidity enables the
company to better manage the attendance related volatility. Scale
and geographic diversification also support the rating. Moody's
considers theatrical exhibition a mature industry with low-to-
negative growth potential, high fixed costs and increasing
competition from alternative media, and anticipates attendance
growth will continue to lag behind population growth over the long
term, with year to year volatility driven by the popularity of the
films. However, the industry remains viable and stable throughout
economic cycles.

The stable outlook incorporates expectations for modestly positive
free cash flow, leverage in the mid 5 times debt-to-EBITDA range,
and maintenance of good liquidity.

Upward ratings momentum is highly unlikely given the aggressive
fiscal policy, the weak credit metrics, and expectations for
continued poor industry growth trends. However, Moody's could
consider a positive ratings action with evidence of commitment to
improving the credit profile such that Moody's anticipates
leverage sustained below 5 times debt-to-EBITDA and free cash to
debt in excess of 5%.

Sustained negative free cash flow or leverage above 5.75 times
debt-to-EBITDA, whether due to worsening fundamentals, debt funded
acquisitions, or shareholder returns could pressure the rating
downward. Deterioration of the liquidity profile could also have
negative ratings implications.

Regal Entertainment Group, the parent of Regal Cinemas
Corporation, operates approximately 6,900 screens in 550 theatres
in 38 states and the District of Columbia (pro forma for the
acquisition of theaters from Great Escape in December), primarily
in mid-sized metropolitan markets and suburban growth areas of
larger metropolitan markets throughout the U.S. The company
maintains its headquarters in Knoxville, Tennessee, and its
revenue for the twelve months ended September was approximately
$2.7 billion.

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


REGAL ENTERTAINMENT: S&P Affirms 'B+' CCR, Stable Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Knoxville, Tenn.-based Regal Entertainment Group.
The outlook is stable.

At the same time, S&P assigned the company's proposed $250 million
senior notes due 2025 our issue-level rating of 'B-' (two notches
lower than the 'B+' corporate credit rating on the company).  S&P
also assigned this debt a recovery rating of '6', indicating its
expectation for negligible (0% to 10%) recovery for noteholders in
the event of payment default.  The company plans to use proceeds
for general corporate purposes, acquisitions, and/or debt
repayment.

In addition, S&P affirmed all other ratings on the company.
Standard & Poor's analyzes Regal Entertainment Group and
subsidiary Regal Cinemas Corp. on a consolidated basis.

"Standard & Poor's Ratings Services' rating on Regal Entertainment
Group reflect the company's "aggressive" financial risk profile
(based on our criteria), characterized by high leverage amid
volatile revenue, EBITDA, and discretionary cash flow," said
Standard & Poor's credit analyst Jeanne Shoesmith.

S&P expects increasing dividends, higher capital spending, and
volatile box office trends to keep leverage elevated, at around 6x
over the intermediate term.  Revenue and EBITDA depend heavily on
the performance of the unpredictable U.S. box office.

Regal has a "fair" business risk profile, because of its
participation in the mature, highly competitive U.S. movie
exhibition industry, exposure to the fluctuating popularity of
Hollywood films, and the risk of increased competition from the
proliferation of entertainment alternatives.  S&P's assessment of
management & governance score is "fair."  Despite one entity
owning a controlling share of the company's voting stock, S&P is
not aware of any material deficiencies in the company's internal
controls or risk management.

Regal is the largest motion picture exhibitor in the U.S., based
on the number of screens.  It has a modern theater circuit
relative to other major theater chains, increasing its appeal to
consumers, and its operations are geographically diversified in
the U.S., helping insulate against adverse local or regional
conditions.  Regal's aggressive cost management and cost
advantages related to its large size are the main reasons its
profit margin compares well with those of most of its rivals.  Its
margin increased to 19% for the 12 months ended Sept. 27, 2012,
from 18% one year ago because of the strong box-office performance
in the first quarter of 2012.  However, high fixed costs and
substantial variable costs, together with the risks cited above,
underpin the fair business profile.  Like other exhibitors, Regal
is exposed to the risk of increased competition from the
proliferation of online entertainment alternatives such as iTunes
and Netflix, and higher-quality home viewing.  S&P believes that
studios' release of films to premium video-on-demand platforms
within the traditional theatrical release window and films
becoming available for digital purchase ahead of their DVD
availability could hurt Regal's longer-term performance.


RESIDENTIAL CAPITAL: Ally Seeks to Enjoin Landon Suit
-----------------------------------------------------
Ally Financial Inc. and Ally Bank ask the Bankruptcy Court to
enforce the automatic stay by (a) enjoining the plaintiffs in the
putative class action entitled Landon Rothstein, et al. v. GMAC
Mortgage, LLC, et al., No. 1:12-cv-03412-AJN (S.D.N.Y.) and their
attorneys from pursuing the claims they assert in the Class Action
against Ally and (b) declaring the assertion of those claims in
the Class Action void ab initio.

The Amended Complaint asserts claims for violation of the
Rackeeter Influenced and Corrupt Organizations Act, violation of
the Real Estate Settlement Procedures Act, breach of contract,
breach of the implied covenant of good faith and fair dealing,
restitution/unjust enrichment/disgorgement and breach of
fiduciary duty/misappropriation, purportedly on behalf of a
nationwide putative class consisting of residential mortgage
borrowers who have been charged with "lender-placed" insurance in
connection with loans serviced by GMAC Mortgage, based on
allegations that GMACM received kickbacks from Balboa Insurance
Company and Meritplan Insurance Company in the form of phony
commissions and free "insurance tracking services" that had the
effect of artificially inflating premiums charged to borrowers on
mortgages serviced by GMACM for LPI.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, tells
the Court that, unable to allege that AFI or Ally Bank had a
direct role in the alleged wrongful conduct, the Amended
Complaint instead alleges -- in conclusory fashion -- that they
are vicariously responsible for the conduct of GMACM.  The
Plaintiffs, he argues, baldly assert that GMACM was the "alter
ego" of AFI and acted as "agent" of Ally Bank in servicing loans
allegedly owned by Ally Bank and/or certain other unspecified
lenders.  The Plaintiffs' attempt to pierce the corporate veil
alleges only generalized injury to the Debtors' estates, and not
any particularized injury to the Plaintiffs or the purported
class, Mr. Schrock further argues.  Those claims therefore are
solely property of the Debtors, and the Debtors alone have
exclusive standing to prosecute those claims, with the automatic
stay prohibiting the Plaintiffs from prosecuting them, he
asserts.

Mr. Schrock relates that Ally has been discussing the Motion and
the issues raised in the Motion with the Debtors' counsel, who is
still in the process of reviewing the matter, and has informed
the Official Unsecured Creditors' Committee of the Motion.  He
adds that Ally will continue to discuss these issues with the
Debtors and the Committee.

                     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: JPM Drops Opposition to Stay Relief Protocol
-----------------------------------------------------------------
JPMorgan Chase, N.A., withdrew its objection to Residential
Capital's motion seeking approval of procedures proposed by which
the automatic stay may be modified for third parties to
foreclosure on real properties.  As a result of the withdrawal of
JPMorgan's objection, the Court granted the Debtors' motion with
respect to JPMorgan.

To the extent that JPMorgan seeks to continue or commence a
senior line foreclosure action with respect to any property,
JPMorgan will serve a letter requesting relief from the automatic
stay to the Debtors, their counsel, the U.S. Trustee, and counsel
for the Official Committee of Unsecured Creditors.  The Notice
Parties will have 20 days to seek evaluate the request or seek
additional information.  The letter is a mandatory prerequisite
to the filing of a motion for relief.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

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

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


RESIDENTIAL CAPITAL: Committee's Pachulski Application Amended
--------------------------------------------------------------
The Official Committee of Unsecured Creditors filed an amended
application asking permission from the Court to retain Pachulski
Stang Ziehl & Jones LLP, as its co-counsel nunc pro tunc to
September 19, 2012.

As co-counsel, PSZJ is expected to (a) perform services on
bankruptcy-related matters which involve negotiations, contested
hearings, adversary proceedings, or other matters in which the
Committee is prosecuting a position that Kramer Levin Naftalis &
Frankel LLP determines may cause an actual or potential conflict
of interest; and (b) represent the Committee on matters that can
be efficiently handled by the PSZJ as determined by Kramer Levin
in consultation with the Committee, including investigation
concerning the Debtors' financial condition, the prosecution of
any claims filed against the Debtors, and review and analysis of
certain aspects of the contemplated sale of the Debtors' mortgage
origination and servicing platform and portfolio of non-
conforming held-for-sale loans and certain other
securities/mortgage assets.

The Court authorized the Committee to retain Pachulski Stang
pursuant to the amended application.

                     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: U.S. Trustee Objects to Proposed Bonus Plan
----------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, is trying to stop
Residential Capital LLC from paying out more than $33 million in
normal annual bonuses to more than 75% of its employees.

The Justice Department's bankruptcy monitor says while ResCap is
presenting the bonuses as an "ordinary course" transaction, the
company still needs to disclose enough information to adhere to
the bonus requirements set out by the Bankruptcy Code, according
to the report.

Residential Capital is seeking to under its annual incentive plan
to pay bonuses to about 3,000 out of 3,926 employees.

The U.S. Trustee points out that ResCap has not provided
information and reasons why it has met the strict requirements of
Section 530 of the Bankruptcy Code, which governs bonus and
incentive plan payments to employees.

The U.S. Trustee complained that with respect to the 185 Key
Employee Incentive Plan/Key Employee Retention Plan Participants,
the proposed AIP payments to the KEIP Participants are retentive
and therefore barred by Section 503(c)(1).  Even if the AIP
payments to the KEIP Participants were determined to be incentive-
based, both the KEIP Participants and the KERP Participants would
have to satisfy Section 503(c)(3) and justify the AIP payments,
which, at a minimum, would require the Debtors to establish that
the previously approved KEIP and KERP awards did not contemplate
the entirety of the compensation to be paid to the KEIP/KERP
Participants, the U.S. Trustee further argued.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

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

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


RG STEEL: To Enter Into Compensation Agreements with 2 Sr. Staff
----------------------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware for authorization to enter into
compensation agreements with senior employees Richard Caruso and
Jeff Gennuso.  These two individuals ceased to earn incentive pay
under the Management Plan on Dec. 31, 2012.  The Debtors tell the
Court though they have sold their major facilities, work remains
to be done to ensure the highest recoveries possible for all
creditors, and that the two Senior Employees are critical to these
efforts.

According to papers filed with the Court, pursuant to the
compensation agreements, the Senior Employees will continue to
work for the Debtors on a purely incentive basis, with no salary
or additional benefits.

Promptly following the end of each calendar month (commencing with
January 2013), each of the Senior Employees will be entitled
to receive a lump sum cash payment.  Together, the Senior
Employees' Payments will be equal to the sum of:

   i. 1.25% of the net cash proceeds received by any of the
      Debtors from any Asset Disposition that is subsequently
      indefeasibly paid by any of the Debtors to Cerberus Business
      Finance, LLC, as agent for the Junior Lenders, or The Renco
      Group, Inc., during the immediately preceding month, which
      amount will be funded from the cash collateral of the Junior
      Lenders and Renco; and

  ii. 0.7% of the net cash proceeds received by any of the
      Debtors from any Asset Disposition that is subsequently
      indefeasibly paid by any of the Debtors to any of their
      respective Creditors (in their capacity as unsecured
      creditors) on account of such Creditors' prepetition claims
      during the immediately preceding month, which amount shall
      be funded from the net cash proceeds of the Asset
      Disposition giving rise to such payment.

The amounts the Senior Employees would earn under the compensation
agreements represent all of the compensation that the Senior
Employees will be eligible to receive for their services from the
Debtors from and after Jan. 1, 2013, and is in lieu of any
compensation, benefit plans, bonus, or other incentive payments
under any applicable employment agreement, or prior policies or
arrangements of the Debtors that may have existed prior to Jan. 1,
2013.  The Senior Employees entry into the compensation
agreements, however, will not impact such employees' entitlements
under the MIP.

A complete text of the motion which includes a summary of the
principal terms of the compensation agreements is available for
free at http://bankrupt.com/misc/rgsteel.doc2001.pdf

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Can Apply PJMS Cash to Sparrows' Obligations
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the stipulation by and among Debtor RG Steel Sparrows Point, LLC,
PJM Interconnection LLC and PJM Settlement, Inc., pertaining to
the application of cash collateral held by PJM Settlement, Inc.

Subject to and upon the occurrence of the Cash Collateral
Application: (a) Claim No. 1909, filed by PJMS, is deemed reduced
by $1,222,091.06; and (b) Claim No. 1916, filed by PJMS, is
disallowed and expunged from the claims register.

Pursuant to the PJM Agreements, PJMS holds cash collateral in the
amount of $3,885,684.03 to secure RG Steel's payment obligations
under the PHM Agreements.  RG Sparrows' outstanding prepetition
obligations to PJMS under the Agreements total $1,222,091.06 as of
the date of the Stipulation.

Pursuant to the Court's order, on the Effective Date of the
Stipulation, the PJM Parties will be authorized to apply the cash
collateral to the RG Sparrows' obligations to PJMS under the the
PJM Agreements.  No later than 2 business days after the Effective
Date, the PJM Parties will return the cash collateral in the
amount of $2,463,592.97 to RG Sparrows.

The PJM Parties will retain cash collateral in the amount of
$200,000 as security for any remaining obligations of RG Sparrows
to the PJM Parties.

A copy of the Stipulation is available at:

           http://bankrupt.com/misc/rgsteel.doc2010.pdf

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Time to Remove Actions Extended Until April 26
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended WP Steel Venture LLC, and its affiliated Debtors' time
for removal of prepetition nonbankruptcy actions until the later
of: (a) April 26, 2013; and (b) 30 days after entry of an order
terminating the stay with respect to the particular prepetition
nonbankruptcy action sought to be removed.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.




RYLAND GROUP: JPMorgan Chase Lowers Equity Stake to Less Than 1%
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, JPMorgan Chase & Co. disclosed that, as of
Dec. 31, 2012, it beneficially owns 370,820 shares of common stock
of The Ryland Group, Inc., representing 0.8% of the shares
outstanding.  JPMorgan Chase previously reported beneficial
ownership of 2,265,005 common shares or a 5% equity stake as of
Dec. 30, 2011.  A copy of the amended filing is available at:

                        http://is.gd/hb8r42

                         About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $50.75 million in 2011, a net
loss of $85.14 million in 2010, and a net loss of $162.47 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$1.95 billion in total assets, $1.45 billion in total liabilities
and $497.36 million in total equity.

                           *     *     *

Ryland Group carries 'B1' corporate family and probability of
default ratings, with stable outlook, from Moody's.  It has 'BB-'
issuer credit ratings, with stable outlook, from Standard &
Poor's.


RYLAND GROUP: BlackRock Hikes Equity Stake to 11.4%
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Dec. 31, 2012, it beneficially owns 5,140,445 shares of
Common Stock of Ryland Group Inc. representing 11.39% of the
shares outstanding.  BlackRock previously reported beneficial
ownership of 4,549,176 common shares or a 10.24% equity stake as
of April 30, 2012.  A copy of the amended filing is available at:

                         http://is.gd/v1Iqd7

                         About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $50.75 million in 2011, a net
loss of $85.14 million in 2010, and a net loss of $162.47 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$1.95 billion in total assets, $1.45 billion in total liabilities
and $497.36 million in total equity.

                           *     *     *

Ryland Group carries 'B1' corporate family and probability of
default ratings, with stable outlook, from Moody's.  It has 'BB-'
issuer credit ratings, with stable outlook, from Standard &
Poor's.


SMART ONLINE: Sells Additional $375,000 Convertible Note
--------------------------------------------------------
Smart Online, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$375,000 to a current noteholder.

The Company is obligated to pay interest on the New Note at an
annualized rate of 8% payable in quarterly installments commencing
April 7, 2013.  The Company is not permitted to prepay the New
Note without approval of the holders of at least a majority of the
aggregate principal amount of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.

At a meeting held on Dec. 12, 2012, the Company's Board of
Directors appointed Mr. Amir Elbaz, an existing member of the
Board of Directors, to the Chairman of the Board of Directors,
effective as of Dec. 12, 2012.

                         About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides website and mobile consulting services to not-for-
profit organizations and businesses.

The Company's balance sheet at Sept. 30, 2012, showed $1.9 million
in total assets, $27.8 million in total liabilities, and a
stockholders' deficit of $25.9 million.

Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina,
expressed substantial doubt about Smart Online'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 has a working capital deficiency as of Dec. 31,
2011.


SNO MOUNTAIN: Ski Resort Planning for Feb. 28 Auction
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the Sno Mountain ski resort and water park in Scranton,
Pennsylvania, will go up for auction on Feb. 28 if the U.S.
Bankruptcy Court in Philadelphia approves sale procedures at a
Jan. 23 hearing.

The resort's trustee wants bids due initially by Feb. 25 with a
hearing on March 6 to approve sale.

The report notes that there is no buyer as yet under contract. The
secured lender DFM Realty Inc., owed $8.6 million, purchased the
mortgage debt and presumably will buy the project using secured
debt if there isn't an acceptable third-party offer.

                        About Sno Mountain

Various parties -- predominated by various limited partners of Sno
Mountan LP, including Richard Ford, Charles Hertzog, Edward
Reitmeyer, who are each guarantors of certain obligations owing by
Sno Mountain -- filed an involuntary Chapter 11 petition against
Sno Mountain (Bankr. E.D. Pa. Case No. 12-19726) On Oct. 15, 2012.
The other petitioning parties include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., and Kathleen
Hertzog.

The Alleged Debtor is the owner and operator of a popular ski
mountain resort and water park known as "Sno Mountain," located at
1000 Montage Mountain Road in Scranton, Pennsylvania.  The
Debtor's bankruptcy case is a "single asset real estate" case
within the meaning of 11 U.S.C. Sec. 101(51)(B).

Judge Jean K. FitzSimon oversees the case.  Brian Joseph Smith,
Esq., at Brian J. Smith & Associates PC, represents the
petitioning creditors.

Gary Seitz has been appointed as trustee overseeing the bankruptcy
of the Sno Mountain recreation complex.  The Chapter 11 trustee
arranged $500,000 in financing sufficient to continue operations
only through March.


STANFORD INT'L: SEC Continues Fighting for Customers
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Securities and Exchange Commission hasn't given
up on trying to force the Securities Investor Protection Corp. to
pay claims of investors defrauded in the R. Allen Stanford Ponzi
scheme.

According to the report, the SEC filed a 58-page brief on Jan. 11
in the U.S. Court of Appeals in Washington arguing that a federal
district judge was wrong in July when he ruled that Stanford
investors aren't entitled to payments from the SIPC fund.

The report recounts that the SEC sued in December 2011, contending
that the district court should force SIPC into taking over the
liquidation of Stanford's brokerage firm, Stanford Group Co. Had
the SEC won, SIPC would have been required to cover customers'
claims up to $500,000 each.  U.S. District Judge Robert L. Wilkins
ruled against the SEC last year, in effect telling investors in
the $7 billion fraud they must be content with being paid from
whatever recoveries are realized in a receivership pending in a
federal court in Texas.

The report adds that in the brief filed last week in the appeals
court, the SEC argues that SIPC is espousing too narrow an
interpretation of who is a "customer."  SIPC takes the position
that investors were customers of an offshore Stanford bank, not
customers of the Stanford brokerage.  Only brokerage customers are
covered by the SIPC fund, SIPC contends.  The SEC argues on appeal
that the distinction between the Stanford broker and the bank
should be disregarded because the companies "operated as a single
fraudulent enterprise that ignored corporate boundaries."

The appeal is Securities and Exchange Commission v. Securities
Investor Protection Corp., 12-5286, U.S. Court of Appeals for the
District of Columbia Circuit (Washington).  The case in district
court was Securities and Exchange Commission v. Securities
Investor Protection Corp., 11-mc-00678, U.S. District Court,
District of Columbia (Washington).

                 About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.


STEINWAY MUSICAL: S&P Raises CCR to 'B+'; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Waltham, Mass.-based Steinway Musical Instruments Inc.
to 'B+' from 'B'.  The outlook is stable.

At the same time, S&P raised the issue-level rating on the 7%
senior unsecured notes due 2014 to 'BB-' from 'B+'.  The recovery
rating on this debt is '2', indicating S&P's expectation for
substantial (70% to 90%) recovery in the event of a payment
default.

"The upgrade of reflects Steinway's decision to end its strategic
evaluation process without selling any (or all) of the company,"
said Standard & Poor's credit analyst Stephanie Harter.  In
addition, S&P believes credit metrics have improved following a
substantial debt prepayment in 2011.

The ratio of adjusted debt to EBITDA improved to 3.3x as of
June 30, 2011, following about $80 million of debt prepayment, and
has since improved to 2.9x as of the 12 months ended Sept. 30,
2012.  Despite these improved metrics, the potential sale of the
company or its Band division and our uncertainty regarding
financial policy, management, and direction of the company, had
been a constraint on the rating.

The ratings on Steinway reflect the company's "significant"
financial risk profile and "vulnerable" business risk profile.
Steinway's financial risk profile reflects the company's
significant reduction in debt, as mentioned above.  The company's
ratio of adjusted funds from operations (FFO) to total debt
remained near 20% for the 12 months ended Sept. 30, 2012, the same
as the prior year.  Both these ratios are near S&P's "significant"
indicative ratios of leverage of 3x-4x and FFO to total debt of
20%-30%.

"Key credit factors in our assessment of Steinway's business risk
profile include its narrow business focus in a highly fragmented
and competitive market, the discretionary nature of its products,
its vulnerability to economic cycles, and weak governance.  We
also considered the benefits of Steinway's good market positions,
its well-recognized brand names, and the geographic diversity of
its sales," S&P said.

S&P's rating outlook on Steinway is stable.  S&P expects the
company's sales to modestly grow from increased sales in emerging
markets, which should result in improved credit metrics, including
debt to EBITDA near 2.5x and funds from operations to total debt
of over 25% by fiscal year-end 2013.


STEREOTAXIS INC: Regains Compliance with NASDAQ MVPHS Requirement
-----------------------------------------------------------------
Stereotaxis, Inc., received notification from the NASDAQ Stock
Market that the Company had regained compliance with the minimum
market value of publicly held shares requirement of $15,000,000
for a minimum of 10 consecutive business days as set forth in
NASDAQ Listing Rule 5450(b)(3)(C).

Previously, on June 25, 2012, the Company received a written
deficiency notice from NASDAQ advising the Company that it did not
maintain a minimum MVPHS of $15,000,000 for the 30 consecutive
business days prior to the date of the letter.  Since the Company
has regained compliance with the Rule, NASDAQ advised that it
considers this matter to be closed.

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $35.17
million in total assets, $50.42 million in total liabilities and a
$15.25 million total stockholders' deficit.


STEREOTAXIS INC: Sophrosyne Capital Discloses 5.1% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Sophrosyne Capital, LLC, disclosed that, as of
Jan. 11, 2013, it beneficially owns 401,047 shares of common stock
of Stereotaxis, Inc., representing 5.10% of the shares
outstanding.  A copy of the filing is available at:

                        http://is.gd/avl5kJ

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $35.17
million in total assets, $50.42 million in total liabilities and a
$15.25 million total stockholders' deficit.


SUPERVALU INC: S&P Puts 'B' Corp. Credit Rating on CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on SUPERVALU
Inc., including the 'B' corporate credit rating, on CreditWatch
with positive implications following the announcement that
SUPERVALU has reached a definitive agreement to sell 877 stores
under five banners (its Albertson's, Acme, Jewel-Osco, Shaw's, and
Star Market stores) to AB Acquisition.

AB Acquisition will acquire the stock of New Albertson's Inc.
(NAI), a wholly owned subsidiary of SUPERVALU, for $100 million in
cash and absorb about $3.2 billion of NAI debt in a transaction
valued at $3.3 billion.  Concurrently, an entity owned by a
Cerburus-led investor consortium will conduct a tender offer for
up to 30% of SUPERVALU's shares at a price of $4.00 per share.

"The CreditWatch listing reflects our opinion that the sale
transaction, if completed as proposed, will result in a modest
decline in debt leverage for SUPERVALU, with total debt to EBITDA
possibly below 5.0x on a pro forma basis from our expectations of
5.3x in fiscal 2013," said Standard & Poor's credit analyst Ana
Lai.  The transaction will not only lessen SUPERVALU's balance
sheet debt, but also could substantially lower its operating lease
commitments and multiemployer plan liabilities.  Following the
sale of its retail assets, SUPERVALU will generate about half of
its revenue from its food wholesaling operations and the remainder
from Save-A Lot and a number of regional grocery banners: Cub,
Farm Fresh, Shoppers, Shop n' Save, and Hornbacher's.  Although
SUPERVALU is selling a large portion of its struggling retail
assets, the remaining retail assets still face significant
competitive pressure.  However, S&P believes the food wholesale
business is relatively more stable and SUPERVALU maintains a
strong position as the second-largest food wholesaler in the U.S.
after C&S Wholesale.  S&P also believes that SUPERVALU could
achieve a slight improvement in profitability given that it is
divesting part of its underperforming retail operations and that
the repositioned company will be less capital intensive going
forward.

In connection with the asset sale transaction, SUPERVALU has
negotiated a new and fully underwritten $900 million asset based
revolving credit facility and a $1.5 billion secured term loan.

Standard Poor's uses CreditWatch when it believes that the
likelihood of a rating action within the next 90 days is
substantial and there is at least a one-in-two likelihood of a
rating change.

S&P aims to resolve the CreditWatch in the near term based on a
review of SUPERVALU's business and financial risk profiles
following the sale of the retail assets and the pro-forma capital
structure following the asset sale transaction.


TALON THERAPEUTICS: Issues 60,000 Pref. Shares to Warburg, et al
----------------------------------------------------------------
Talon Therapeutics, Inc., issued and sold an aggregate of 60,000
shares of its Series A-3 Convertible Preferred Stock at a price
per share of $100, for aggregate proceeds of $6,000,000.  The
transaction was pursuant to an investment agreement the Company
entered into on Jan. 9, 2012, with with Warburg Pincus Private
Equity X, L.P., and Warburg Pincus X Partners, L.P., and Deerfield
Private Design Fund, L.P., Deerfield Private Design International,
L.P., Deerfield Special Situations Fund, L.P., and Deerfield
Special Situations Fund International Limited, which Investment
Agreement was amended on July 3, 2012.

The offer and sale of those shares constituted a private placement
under Section 4(2) of the Securities Act of 1933, as amended, in
accordance with Regulation D promulgated thereunder.  No general
solicitation was involved in connection with the offer and sale of
those shares, and each of the Purchasers has represented to the
Company that it is an "accredited investor."

Following the issuance and sale of the 60,000 shares, the
Purchasers have the right under the Investment Agreement, but not
the obligation, to purchase up to 420,000 additional shares of
Series A-3 Preferred, at a price per share of $100, at any time on
or before Aug. 9, 2013, the first anniversary of the Company's
receipt of marketing approval from the U.S. Food and Drug
Administration for its Marqibo product candidate.

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline opportunities some
of which, like Marqibo, improve delivery and enhance the
therapeutic benefits of well characterized, proven chemotherapies
and enable high potency dosing without increased toxicity.

Effective Dec. 1, 2010, Hana Biosciences changed its name to Talon
Therapeutics.  The name change was effected by merging Talon
Therapeutics, a wholly owned subsidiary of the Company, with and
into the Company, with the Company as the surviving corporation in
the merger.

The Company's balance sheet at Sept. 30, 2012, showed
$6.61 million in total assets, $57.93 million in total
liabilities, $44.94 million in redeemable convertible preferred
stock, and a $96.25 million total stockholders' deficit.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011, citing recurring losses from operations and net
capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


TC GLOBAL: Starbucks Protests Losing Auction Bid
------------------------------------------------
Katy Stech of The Wall Street Journal reported that losers at the
bankruptcy auction for the Tully's coffee shops are asking the
court to reject the winning $9.1 million bid from actor Patrick
Dempsey, arguing that the "Grey's Anatomy" star whom Hollywood
calls "McDreamy" unfairly charmed auctioneers to win the 47-
location chain without putting in the highest bid.

After losing the 13-hour auction last week Starbucks Corp. and
another group were left waving their $10.5 million combined offer
in frustration, WSJ noted.  Starbucks and others are now pushing
Judge Karen Overstreet of the U.S. Bankruptcy Court in Seattle to
reject Mr. Dempsey's lower bid at a Friday afternoon hearing, the
same report said.

The Denver private equity firm that put in the very first bid of
$4.3 million accused 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," WSJ said, citing papers
filed in court.

According to WSJ, Mr. Dempsey's bid was supported by Tully's Chief
Executive Scott Pearson who said in court papers that the offer
would keep the chain intact, saving its 480 jobs, and allow
customers to continue to use their $5.4 million worth of unspent
gift cards.  Mr. Pearson added in the court papers that an
underplayed key reason that Mr. Dempsey's bid won, was 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, WSJ related.  But with Green
Mountain's blessing, a winning bidder could purchase the company
by the end of the month.

Starbucks, according to WSJ, planned to wipe the Tully's name off
of its 13 locations and add to growing roster of 700 Starbucks
that are located throughout Washington state.  The converted
stores would not sell Green Mountain-brewed coffee, WSJ said.

                          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.


TELETOUCH COMMUNICATIONS: To Settle $1.9MM Texas Tax Liability
--------------------------------------------------------------
Teletouch Communications, Inc.'s wholly-owned subsidiary,
Progressive Concepts, Inc., entered into a Settlement Agreement
with the State of Texas tax authorities to resolve the previously
disclosed matter relating to the Company's sales and use tax
liability.

Under the terms of the Settlement Agreement, the Company agreed to
settle the $1,911,895 tax liability, which includes penalties and
interest assessed through Jan. 3, 2013, of $502,007, by making a
series of payments to the State totaling $1,413,888.

Under the terms of the Settlement Agreement, the Company is
obligated to make the following payments: $625,000 down payment
due and payable on or before Jan. 5, 2013, plus 35 monthly
payments of $22,000 and the last payment of $18,888.  Since the
completion of the tax audit, the Company has voluntarily paid
$150,000 to the State against this tax liability and as part of
the settlement, the State has agreed to apply these payments
against the required down payment.  On Jan. 10, 2013, the Company
entered into a formal payment agreement with the State and paid
the $475,000 remaining due on the down payment.  In the event the
Company fails to make any of the foregoing payments, the full
balance of the tax liability owed, together with applicable
penalties and interest, will become due and payable in full.

                         About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

The Company's balance sheet at Aug. 31, 2012, showed $11.88
million in total assets, $18.21 million in total liabilities and a
$6.33 million total shareholders' deficit.

BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012.  The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.


TERCON INVESTMENTS: Canadian Receiver Files Ch. 15 in Alaska
------------------------------------------------------------
The receiver of Kamloops, British Columbia-based Tercon
Investments Ltd. filed a Chapter 15 petition recognition of a
foreign main proceeding for Tercon on Jan. 11, 2013 (Bankr. D.
Alaska Case No. 13-00015) in Anchorage.

The receiver, as foreign representative, is represented in the
Chapter 15 case by Cabot C. Christianson, Esq., at Christianson &
Spraker, in Anchorage, Alaska.

On Dec. 14, 2012, FTI Consulting Canada Inc. was appointed as
receiver pursuant to an Order of the Supreme Court of British
Columbia of all the assets, undertakings and properties of Tercon
Investments and its subsidiaries.

The receivership was sought by Dumas Holdings Inc.

The receiver can be reached at:

        Nigel D. Meakin
        FTI CONSULTING CANADA INC.
        Phone: 416-649-8048
        Tel: 1-855-649-8048
        Fax: 416-649-8101
        E-mail: tercon@fticonsulting.com


TERCON INVESTMENTS: Chapter 15 Case Summary
-------------------------------------------
Chapter 15 Debtor: Tercon Investments Ltd.
                   2079 Falcon Road
                   Kamloops, BC V2C4J2
                   Canada

Foreign Representative:  Nigel D. Meakin
                         Receiver
                         FTI Consulting Canada, Inc.

Bankruptcy Case No.: 13-00015

Chapter 15 Petition Date: January 11, 2013

Court: U.S. Bankruptcy Court
       District of Alaska (Anchorage)

Judge: Hon. Herbert A. Ross

Debtor's Counsel:  Cabot C. Christianson, Esq.
                   CHRISTIANSON & SPRAKER
                   911 W 8th Ave., Suite #201
                   Anchorage, AK 99501
                   Tel: (907) 258-6016
                   Fax: (907) 258-2026
                   E-mail: cabot@cclawyers.net

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

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

Affiliates also subject to simultaneously filed Chapter 15
petitions:

     Debtor                           Case No.
     ------                           --------
Tercon Investments Ltd.               13-00015
Tercon A.C. Ltd.                      13-00016
Tercon Equipment Ltd.                 13-00017
Tercon Construction Ltd.              13-00018
Tercon Mining Ltd.                    13-00019
Tercon Enterprises Ltd.               13-00020
Tercon MRC Ltd.                       13-00021
FNP Ventures Inc.                     13-00022
Tercon Mining PV Ltd.                 13-00023
Tercon Equipment Alaska Partnership   13-00024
Tercon Alaska Ltd.                    13-00025


TERRESTAR CORP: Gets Approval to Incur $16.5 Million DIP Financing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the February Debtors -- TerreStar Corporation; and
TerreStar Holdings Inc. -- to:

   a) obtain up to $16,500,000 in aggregate principal amount of
postpetition financing and loans thereunder pursuant to an
agreement among the February Debtors, the guarantor, Solus
Alternative Asset Management LP, Highland Capital Management, LP,
West Face Long Term Opportunities Global Master L.P., OZ
Management, LP, and their respective affiliates and approved
funds, and NexBank, SSB as administrative agent and collateral
agent; and

   b) use cash collateral;

   c) grant adequate protection to the bridge loan lenders with
respect to the bridge loan collateral.

The Debtors would use the fund to (i) pay fees and expenses
associated with the DIP Financing; (ii) to make one or more
intercompany loans to certain co-Debtors, TerreStar Global Ltd.
and TerreStar 1.4 Holdings LLC in an aggregate amount not to
exceed $60,000 or, with the consent of the requisite lenders, a
greater amount; (iii) in accordance with the budget, provide for
the February Debtors' ongoing working capital requirements; (iv)
in accordance with the proposed settlement, make a cash payment to
Elektrobit, Inc. in the amount of $13,500,000 within two business
days after the later of (x) entry of the order and (y) entry of an
order approving the 9019 Motion; and (v) make payments and
settlements of prepetition claims, subject to the reasonable
consent of the requisite lenders.

The February Debtors admit, stipulate, acknowledge and agree that:

   1. Prior to the commencement of the TSC Cases, the lenders (the
bridge loan lenders) under that certain Term Loan Credit
Agreement, dated as of Nov. 19, 2010, made loans, made advances
and provided other financial accommodations to the February
Debtors.

   2. As of the February Petition Date, the aggregate principal
amount of all loans to TSC and TS Holdings under and in connection
with the bridge loan documents was not less than $4,308,262, plus
interest accrued and accruing thereon, together with all costs,
fees, expenses.

   3. The February Debtors are unable to obtain adequate unsecured
credit allowable under Section 503(b)(1) of the Bankruptcy Code as
an administrative expense.

As adequate protection from any diminution in value of the
lenders' collateral, the DIP Agent is granted security interests
and liens, superpriority administrative expense claim status,
subject to the carve out on certain expenses.

According to the Debtors, the bridge loan lenders and the holders
of prior liens are adequately protected as the value of the
February Debtors' assets greatly exceeds the amount of secured
debt encumbering the assets.

                       About TerreStar Corp.

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010. The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors. TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL). The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission. TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones. The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue. TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent. Blackstone
Advisory Partners LP is the financial advisor. The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases. FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion. It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar. Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out. TerreStar
Networks scrapped that plan in 2011 in favor of the auction.

In November 2011, TerreStar Networks filed a liquidating
Chapter 11 plan after striking a settlement with creditors. The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.

Judge Lane approved on Feb. 14, 2012, TerreStar Networks Inc.'s
Chapter 11 plan to divvy up the proceeds from the sale to Dish
Network.


TEXAS RANGERS: Ex-Owner, JPMorgan Call Truce in Creditor Dispute
----------------------------------------------------------------
Jess Davis of BankruptcyLaw360 reported that following a
settlement agreement, a Texas federal judge on Friday agreed to
dismiss JPMorgan Chase Bank NA's claims that the ex-owner of the
formerly bankrupt Texas Rangers tried to dodge a $35.4 million
debt to the bank through fraudulent transfers within his company.

U.S. District Judge John McBryde dismissed the claims following a
joint request from the bank and Tom Hicks, who last week settled
two other suits over business dealings with the Rangers and U.K.
soccer team Liverpool FC, the report said.

                        About Texas Rangers

Texas Rangers Baseball Partners owned and operated the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

Texas Rangers Baseball Partners filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 10-43400) on May 24, 2010.  The
partnership filed simultaneously with the bankruptcy petition a
Chapter 11 plan that contemplated the sale of the club to an
entity formed by a group that includes the President of the Texas
Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and
minor league club owner.  In its petition, Texas Rangers Baseball
Partners said it had both assets and debt of less than $500
million.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, served as
bankruptcy counsel to the Debtor.  Forshey & Prostok LLP acted as
conflicts counsel.  Parella Weinberg Partners LP served as
financial advisor.  Major League Baseball was represented by Sandy
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka PC.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).  The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28, 2010 against the two companies.  The two
companies were not included in the May 24 Chapter 11 filing of
TRBP.

U.S. Bankruptcy Judge Stacey G. C. Jernigan on Aug. 5, 2010
confirmed the Debtor's fourth amended version of the Prepackaged
Plan of Reorganization.  The judge's confirmation order cleared
the way for a group of Hall of Fame pitcher Nolan Ryan, and
Pittsburgh sports attorney and minor-league team owner Charles
Greenberg to purchase the Texas Rangers.  The Ryan group paid
$385 million in cash and assumed $208 million in liabilities.  The
Ryan group outbid Dallas Mavericks owner Mark Cuban at an auction.


TEXAS RANGERS: Ex-Owner, JPMorgan Call Truce in Creditor Dispute
----------------------------------------------------------------
Jess Davis of BankruptcyLaw360 reported that following a
settlement agreement, a Texas federal judge on Friday agreed to
dismiss JPMorgan Chase Bank NA's claims that the ex-owner of the
formerly bankrupt Texas Rangers tried to dodge a $35.4 million
debt to the bank through fraudulent transfers within his company.

U.S. District Judge John McBryde dismissed the claims following a
joint request from the bank and Tom Hicks, who last week settled
two other suits over business dealings with the Rangers and U.K.
soccer team Liverpool FC, the report said.

                        About Texas Rangers

Texas Rangers Baseball Partners owned and operated the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

Texas Rangers Baseball Partners filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 10-43400) on May 24, 2010.  The
partnership filed simultaneously with the bankruptcy petition a
Chapter 11 plan that contemplated the sale of the club to an
entity formed by a group that includes the President of the Texas
Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and
minor league club owner.  In its petition, Texas Rangers Baseball
Partners said it had both assets and debt of less than $500
million.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, served as
bankruptcy counsel to the Debtor.  Forshey & Prostok LLP acted as
conflicts counsel.  Parella Weinberg Partners LP served as
financial advisor.  Major League Baseball was represented by Sandy
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka PC.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).  The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28, 2010 against the two companies.  The two
companies were not included in the May 24 Chapter 11 filing of
TRBP.

U.S. Bankruptcy Judge Stacey G. C. Jernigan on Aug. 5, 2010
confirmed the Debtor's fourth amended version of the Prepackaged
Plan of Reorganization.  The judge's confirmation order cleared
the way for a group of Hall of Fame pitcher Nolan Ryan, and
Pittsburgh sports attorney and minor-league team owner Charles
Greenberg to purchase the Texas Rangers.  The Ryan group paid
$385 million in cash and assumed $208 million in liabilities.  The
Ryan group outbid Dallas Mavericks owner Mark Cuban at an auction.


THREE LEGGED MONKEY: Exit Plan for Landlord Denied
--------------------------------------------------
The U.S. Bankruptcy Court in El Paso, Texas, denied confirmation
of the Chapter 11 plan put forward by Patriot Place, Ltd., the
bankrupt owner of the Hawkins Plaza Shopping Center, and the
competing plan filed by its bankrupt tenant, Three Legged Monkey,
L.P.

Patriot Place's Plan calls for the sale of the shopping center to
the City of El Paso as part of a settlement.  Three Legged Monkey
operates a sports bar and restaurant at Hawkins Plaza; it risks
losing its business if the sale pushes through.

"These controversies present the latest episode of an ongoing
public saga that found its way to this Court, when the Chapter 11
bankruptcy filing of one debtor (Patriot Place) spawned yet
another Chapter 11 bankruptcy filing by a different debtor (Three
Legged Monkey)," said Bankruptcy Judge H. Christopher Mott in his
ruling on Friday.  "This latest episode became a battle between
one debtor (Patriot Place, the owner and landlord of Hawkins
Plaza) that wants to sell its business at Hawkins Plaza to the
City of El Paso to settle its ground lease dispute with the City
-- and the other debtor (Three Legged Monkey, a rather notorious
tenant at Hawkins Plaza) that is fighting the proposed sale to the
City so that it can save its business at Hawkins Plaza.  Many
interesting factual and legal issues are presented in this very
unusual and highly contentious battle between two separate
debtors, with the City waiting in the wings,"

"Will this be the final episode of the saga? Regrettably, no,"
Judge Mott said.

Patriot Place Ltd. filed for Chapter 11 (Bankr. W.D. Tex. Case
Nos. 11-31024) on May 30, 2011, listing under $10 million in both
assets and debts.  Carlos A. Miranda, III, & Associates, P.C.,
serves as the Debtor's counsel.  A list of the Company's 17
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/txwb11-31024.pdf
The petition was signed by David Brandt, trustee of Hawkins Plaza
Trust, general partner.

In July 2011, Patriot Place sought to assume a 1996 Commercial
Ground Lease with the El Paso International Airport/City of El
Paso, as lessor, as well as 15 unexpired leases with current
tenants, including the 2005 shopping center lease with Three
Legged Monkey.

The City objected to the Motions to Assume, arguing that the
Ground Lease could not be assumed and should be terminated,
primarily based on the activities of Three-Legged Monkey.

City Bank supported Patriot Place's bid to assume the Ground
Lease.

After mediation before retired Bankruptcy Judge Frank R. Monroe
over a period of several months, Patriot Place and the City
reached a settlement agreement dated May 23, 2012, which was
subject to Court approval through a Plan of Reorganization to be
filed by Patriot Place.  The Settlement Agreement provided, in
part, for the termination of the shopping center lease between
Patriot Place and Three Legged Monkey, and the sale of Hawkins
Plaza by Patriot Place to the City.

Three Legged Monkey filed for Chapter 11 (Bankr. W.D. Tex. Case
No. 12-31019) on June 2, 2012.

At the behest of Patriot Place, the Bankruptcy Court in August
2012 lifted the automatic stay in Three Legged Monkey's case so
that Patriot Place could proceed with seeking confirmation of its
Plan.

The latest version of Patriot Place's Plan was filed Sept. 20,
2012.

Three Legged Monkey proposed a competing Plan for Patriot Place on
Aug. 15, 2012.  On Sept. 21, the Court approved the Third Amended
Disclosure Statement explaining Patriot Place's Plan and the
Second Amended Disclosure Statement explaining the competing
Second Amended Plan.  The Court set the confirmation hearing on
Nov. 15.

Limited objections to confirmation of Patriot Place's Third
Amended Plan were filed by the City of El Paso Tax Assessor and
the U.S. Trustee, which were later withdrawn.  Significant
objections to confirmation of the Third Amended Plan were filed by
Three Legged Monkey and Monaco Entertainment Group.  Thereafter,
Patriot Place filed Preconfirmation Modifications to the Third
Amended Plan.

A limited objection to confirmation of Three Legged Monkey's
competing Second Amended Plan was filed by the U.S. Trustee, which
was later withdrawn based on an amendment by Three Legged Monkey.
Significant objections to confirmation of Three Legged Monkey's
Competing Second Amended Plan were filed by Patriot Place, City
Bank, the City, and Monaco Entertainment.

Patriot Place on Nov. 5, 2012, filed a Motion For Determination of
Value of Leasehold Interest of Three Legged Monkey at Hawkins
Plaza Shopping Center.  Three Legged Monkey objected.

Three Legged Monkey on Nov. 7 filed an Expedited Motion To
Designate the Classes of 1(A) and 3 As Being Unimpaired and Strike
the Ballots of Such Classes As Not Being Accepted, Solicited or
Procured in Good Faith.  Three Legged Monkey sought to strike the
ballots of City Bank and other tenants which voted in favor of
Patriot Place's Plan.

Patriot Place on Nov. 13 filed a Request to Strike Ballots of
Three Legged Monkey, which voted against Patriot Place's Plan.

Meanwhile, in its own case, Three Legged Monkey filed a motion to
assume the lease with Patriot Place, which objected due to alleged
defaults.

On Friday, Judge Mott granted Three Legged Monkey's request to
assume the lease.  The judge denied, as moot, the Motion to Value
Leasehold Interest; Three Legged Monkey's Motion to Strike
Ballots; and Patriot Place's Request to Strike Ballots.

"So now at the end of this particular battle, and after literally
hundreds of thousands of dollars in litigation expense, hundreds
of hours spent by the parties and this Court, and a plethora of
documents, exhibits, and pleadings -- little has been
accomplished. 3LM is still in business (at least for a while) at
Hawkins Plaza, PPL is still stuck in the middle of what (in
essence) is a dispute between the City and 3LM that threatens
Hawkins Plaza, and all parties have incurred significant
professional fees.  This must change in the future, or one or both
of these Chapter 11 debtors will end up losing the war," according
to Judge Mott.

"It is possible that further battles in this war can be avoided.
Perhaps the proposed sale of Hawkins Plaza to the City can be
resurrected by negotiation to obtain 3LM's consent to the Hawkins
Plaza sale (Sec. 363(f)(2)) and providing 3LM with sufficient time
and funds to relocate.  Or, perhaps 3LM can stay in business at
Hawkins Plaza by the parties jointly negotiating more restrictive
terms in the Shopping Center Lease and the Ground Lease.  Or,
perhaps these will continue to be litigating Chapter 11 cases,
with new battles immediately on the horizon over whether the
Ground Lease with the City can be assumed by PPL and whether 3LM
is capable of proposing and obtaining approval of a plan of
reorganization in its own bankruptcy case.  In any event, it is
not the Court's job to negotiate settlements between the parties;
instead the Court's job is to rule on controversies and approve
settlements that comply with the Bankruptcy Code," Judge Mott
added.

The Court will set a status conference in each of the bankruptcy
cases.

A copy of the Court's Jan. 11, 2013 Consolidated Opinion is
available at http://is.gd/Nj29eWfrom Leagle.com.


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

THQ received approval from the U.S. Bankruptcy Court on the
calendar to conduct bidding and complete the sale of the company
following an agreement reached between the potential buyer and the
committee representing unsecured creditors.  The Court approved
Clearlake Capital Group, L.P.'s bid for the entire company as the
opening bid for an orderly auction process.  The Court also
approved procedures that allow other interested parties to bid for
individual assets or for the entire company, but bids for
individual assets will only be considered superior to an aggregate
bid for the entire company if the value generated by separate
sales were to exceed the price offered by an individual bidder for
the entire company.

The new calendar now calls for all bids to be received by Jan. 22,
2013, at 9:00 a.m. ET.  The auction will be held later that day at
3:00 p.m.  The hearing on the sale will be held at 9:30 a.m.
January 23, and the closing will occur January 24.

The Court also approved an amended financing agreement that will
support THQ's operations during this period.

"Today's ruling provides a clear path.  We will now know
definitively by Jan. 23rd where we stand," confirmed Brian
Farrell, Chairman and CEO of THQ.  "We appreciate the support of
our employees, partners, and suppliers now more than ever."

THQ is being advised by Centerview Partners LLC and FTI Consulting
as its financial advisors and Gibson, Dunn & Crutcher LLP as legal
counsel.

                            About THQ

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.


UNITED AMERICAN: "Put Exercise Period" to End on March 30
---------------------------------------------------------
United American Healthcare Corporation entered into a Fourth
Amendment to Voting and Standstill Agreement with St. George
Investments, LLC, an Illinois limited liability company, and The
Dove Foundation, an Illinois trust.

The Fourth Amendment further amends the Voting and Standstill
Agreement dated March 19, 2010, between the Company and St.
George, which was previously amended by (i) the Amendment to
Voting and Standstill Agreement dated June 7, 2010, (ii) the
Agreement to Join the Voting and Standstill Agreement by Dove
dated June 7, 2010, (iii) the Acknowledgment and Waiver of Certain
Provisions of the Voting and Standstill Agreement dated June 18,
2010, (iv) the Second Amendment to Voting and Standstill Agreement
dated Nov. 3, 2011, and (v) the Third Amendment to Voting and
Standstill Agreement dated May 15, 2012.

In connection with the Fourth Amendment, St. George and Dove have
agreed to forbear on exercising their rights to cause the Company
to purchase their respective shares of the Company's common stock,
and the Company has agreed to postpone the "Put Commencement Date"
(as defined in the Voting and Standstill Agreement) until Oct. 1,
2013.  As a result, the "Put Exercise Period" will end on
March 30, 2014.

A copy of the Fourth Amendment is available at:

                        http://is.gd/TNu9Mu

                       About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

The Company's balance sheet at Sept. 30, 2012, showed
$15.5 million in total assets, $12.9 million in total liabilities,
and stockholders' equity of $2.6 million.

As reported in the TCR on Oct. 18, 2012, Bravos & Associates,
CPA's, in Bloomingdale, Illinois, expressed substantial doubt
about United American's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss from continuing operations of $1.9 million during the year
ended June 30, 2012, and, as of that date, had a working capital
deficiency of $10.2 million.


VANDERRA RESOURCES: OK'd to Implement Key Employee Incentive Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Vanderra Resources, LLC, to implement a key employee
incentive plan.

The Debtor, in its motion, stated that a critical aspect of its
orderly wind down includes the selling of its rolling stock and
other property and the collection of its accounts receivable.  As
of Nov. 7, 2012, the Debtor's gross trade accounts receivable
aggregated $9,175,101.  Of that amount, $5,881,840 is over 120
days.

The key employees are integral to the efficient and expeditious
wind down of the Debtor's affairs, well as the maximization of
funds available for distribution to creditors.  They perform, or
will perform over the next three to four months, critical
functions necessary to the administration of the Estate including,
among other things:

   -- selling the Debtor's remaining rolling stock and other
      property;

   -- collecting A/R;

   -- analyzing proofs of claim filed against the Debtor and
      supporting any objections to same;

   -- identifying and developing potential claims and causes of
      action against third parties;

   -- preparing monthly operating reports; and

   -- assisting the Debtor's attorneys in responding to documents
      and information requests by the Committee, PlainsCapital
      Bank and other parties-in-interest.

The KEIP will create an incentive pool from the A/R collections
from Nov. 12, 2012, through Feb. 28, 2013, which will be divided
among the key employees, based on the following benchmarks:

  A/R Col.     AR Col.    Incentive Incentive Cum.      Cum.
Lower Rate     Upper Rate   Rate      Amount   Incentive Incentive
                                               Amount    Rate
  --------     ----------   -------   -------  --------  --------
        $0     $1,500,000      0%           $0       $0       0%
$1,500,001     $2,000,000    1.00%      $5,000   $5,000    0.25%
$2,000,001     $2,500,000    1.25%      $6,250  $11,250    0.45%
$2,500,001     $3,000,000    1.50%      $7,500  $18,750    0.62%
$3,000,001     $3,500,000    1.75%      $8,750  $27,500    0.79%
$3,500,001     $4,000,000    2.00%     $10,000  $37,500    0.94%
$4,000,001     $4,500,000    2.25%     $11,250  $48,750    1.08%
$4,500,001     $5,000,000    2.50%     $12,500  $61,250    1.22%
$5,000,001     $5,500,000    2.50%     $12,500  $73,750    1.34%
$5,500,001     $6,000,000    2.50%     $12,500  $86,250    1.44%
$6,000,001     $6,500,000    2.50%     $12,500  $98,750    1.52%
$6,500,001     $7,000,000    2.50%     $12,500 $111,250    1.59%
$7,000,001     $7,500,000    2.50%     $12,500 $123,750    1.65%
$7,500,001     $8,000,000    2.50%     $12,500 $136,250    1.70%

The payments to the key employees based on A/R collections will be
paid weekly, commencing the week of Nov. 19, 2012.  The A/R
incentive pool will be divided among the key employees as follows:
35% to Mr. Lassiter; 35% to Mr. Morgan and 30% to Ms. Belmont.

With respect to the two remaining officers, Mr. Lassiter and Mr.
Morgan, the KEIP increases their monthly compensation for a
guaranteed set period of time.  Beginning Dec. 1, 2012, and
continue through the end of March 2013, Mr. Lassiter's monthly
compensation will increase from $14,583 to $18,541.  Beginning
Dec. 1, 2012, and continuing through the end of Feb. 2013, Mr.
Morgan's monthly compensation will increase from $10,833 to
$13,750. The aggregate additional cost of this portion of the KEIP
is $24,583.

The Court also ordered that:

  -- the incentive compensation to the key employees, which is
     based on A/R collections commencing on Nov. 12, 2012, and
     ending on Feb. 28, 2013, will be paid on the earlier of (i)
     the date the Bankruptcy Case is converted to a case under
     Chapter 7 of the Bankruptcy Code; (ii) March 1, 2013; or
      (iii) the Effective Date of a liquidating plan; and

   -- the incentive compensation will only be paid to the key
     employees identified in the motion and who are employed by
     the Debtor on the applicable trigger date.

                 Objections of Parties-in-Interest

Various objections were filed to the incentive plan.

PlainsCapital Bank said that its does not object to the structure
of the incentive plan.  Since Ritchie Brothers is liquidating
substantially all of the Debtor's personal property, the only
major remaining asset in the Debtor's estate is the A/R which is
over $9 million.  However, PCB objects to the timing of the
payment of the "A/R incentive pool" to the key employees as this
does not incentivize the key employees to maximize the collection
of the A/R throughout the period of their employment.  Instead,
the key employees must be paid at the end of March 2013.

The U.S. Trustee for Region 6 objected to the portion of the
incentive plan that proposes to give monthly raises to Joseph
Lassiter and Mike Morgan, who are insiders, for remaining with the
company rather than establishing performance benchmarks.

                     About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.  The Debtor disclosed $26,319,392 in assets and
$24,066,684 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.

Meredyth A. Kippes, U.S. Trustee for Region 6, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee is represented by Hunton & Williams LLP as counsel.


VERTIS HOLDINGS: Wins Injunction Against Jay Schiller
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vertis Inc. won an injunction against an individual
named Jay Schiller barring him from contacting customers and
alleging they were overcharged for printing more newspaper inserts
than needed.  The bankrupt Baltimore-based advertising and
marketing services provider said Mr. Schiller's activities
threaten to upset the $258.5 million court-approved sale of the
business to Quad/Graphics Inc.

Mr. Schiller claimed he did "absolutely" nothing wrong while
saying that "Vertis is not doing a good job in managing preprint
quantities."

According to the report, Vertis said in papers filed Jan. 7 in
bankruptcy court that Mr. Schiller was engaging in "blackmail and
extortion" by threatening to contact customers "unless the debtors
agree to pay him a significant sum of money."  Later on Jan. 7,
U.S. Bankruptcy Judge Christopher Sontchi in Delaware gave Vertis
a temporary injunction barring Mr. Schiller from "contacting the
debtor's customers or anyone else for the purpose of disclosing to
them information concerning the debtors." In a phone interview,
Mr. Schiller said he didn't know he had been sued and was unaware
of the injunction.

The report notes that the nature of Mr. Schiller's activities from
Vertis's perspective is unclear because crucial allegations in
court papers were filed under seal.

In an interview with Bloomberg News, Mr. Schiller denied
contacting Vertis's customers.  He said he helps advertisers
recover overcharges when more inserts are printed than required
given a newspaper's circulation.  Mr. Schiller said customers
might have claims against Vertis for printing too many inserts
because "they didn't manage the outgoing quantities correctly."

Mr. Schiller said in the interview that Vertis wasn't disputing
the amounts, they "just don't want anyone to find out." He claimed
that a Vertis lawyer named Christopher Updike said he shouldn't
contact customers until after the sale to Quad/Graphics is
completed.

"Schiller's statements are without merit," Shannon Pritchett, a
Vertis spokeswoman, said in an e-mailed statement.

The lawsuit is Vertis Holdings Inc. v. Schiller (In re Vertis
Holdings Inc.), 13-50003, U.S. Bankruptcy Court, District of
Delaware (Wilmington).

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


VIGGLE INC: Sillerman Line of Credit Hiked to $20 Million
---------------------------------------------------------
Viggle Inc.'s Board of Directors approved an increase in the line
of credit with Sillerman Investment Company LLC, an affiliate of
Robert F.X. Sillerman, the Executive Chairman and Chief Executive
Officer of the Company, from $15,000,000 to $20,000,000.

As previously disclosed, Sillerman agreed to advance up to
$10,000,000 to the Company, as evidenced by a line of credit grid
promissory note, dated as of June 29, 2012, that was executed and
delivered by the Company in favor of the Lender on July 6, 2012.

On Oct. 31, 2012, the Company's Board of Directors approved an
increase in the line of credit from $10,000,000 to $12,000,000 and
a further advance of $2,000,000 was made on Oct. 31, 2012.

On Dec. 3, 2012, the Company's Board of Directors approved an
increase in the line of credit from $12,000,000 to $12,500,000 and
entered into an Amended and Restated Line of Credit Promissory
Note for $12,000,000 but otherwise on the same terms and
conditions as the Grid Note.  A further advance of $500,000 was
made by the Lender.

On Dec. 12, 2012, the Company's Board of Directors approved an
increase in the line of credit from $12,500,000 to $15,000,000 and
entered into an Amended and Restated Line of Credit Promissory
Note for $15,000,000 but otherwise on the same terms and
conditions as the Grid Note.  A further advance of $2,500,000 was
made by the Lender.

The Company entered into an Amended and Restated Line of Credit
Promissory Note for $20,000,000 but otherwise on the same terms
and conditions as the Grid Note.  A further advance of $1,000,000
had been made by the Lender.

The Company is using the proceeds to fund working capital
requirements and for general corporate purposes.  Because Mr.
Sillerman is a director, executive officer and greater than 10%
stockholder of the Company, the Company's independent directors
approved the transaction.

                          About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


WAVE SYSTEMS: Has Until July 8 to Comply with Nasdaq Requirement
----------------------------------------------------------------
Wave Systems Corp. received notification from the Listing
Qualifications Department of The Nasdaq Stock Market granting an
additional 180-day period, or until July 8, 2013, to regain
compliance with Nasdaq's minimum $1.00 bid price per share
requirement.

Under Nasdaq listing rules, the Company was granted this extension
because it met the continued listing requirement for market value
of publicly held shares and all other applicable Nasdaq listing
requirements, except the bid price requirement, and the Company
provided written notice to Nasdaq of its intention to cure the bid
price deficiency during the second compliance period by effecting
a reverse stock split, if necessary.

The Company will regain compliance with the minimum bid price
requirement if at any time prior to July 8, 2013, the bid price
for the Company's common stock closes at $1.00 per share or above
for a minimum of 10 consecutive business days.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $10.79 million in 2011, a net
loss of $4.12 million in 2010, and a net loss of $3.34 million in
2009.

Wave Systems' balance sheet at Sept. 30, 2012, showed
$23.72 million in total assets, $17.99 million in total
liabilities and $5.73 million in total stockholders' equity.


WESTMORELAND COAL: Amends Bylaws to Update with Developments
------------------------------------------------------------
The Board of Directors of Westmoreland Coal Company amended and
restated the Company's bylaws.  The Amended Bylaws became
effective immediately upon adoption.

The Amended Bylaws were adopted to keep the Company's bylaws
current with developments in General Corporation Law in the State
of Delaware.  Among other changes, the amendments:

  * Granted the Board the discretion to postpone, reschedule or
    cancel any previously scheduled annual or special meeting of
    stockholders, and hold virtual meetings of stockholders;

  * Updated the advance notice bylaws provisions regarding the
    information that must be submitted to the Company with respect
    to a stockholder proposal or nomination, and other
    requirements of the stockholder.  The amendments set forth
    procedure, consistent with amendments to the DGCL, for
    creating and providing the list of stockholders in advance of
    a stockholders' meeting, including electronically for remote
    meetings;

  * Modified several provisions (including Sections 2.2, 2.11, and
    3.2) to implement a majority vote standard for the election of
    directors.  However, if the number of nominees for election to
    the Board exceeds the number of directors to be elected, the
    directors will instead be elected by the vote of a plurality
    of the votes cast.  The amendments provided that, in order for
    an incumbent director to become a nominee for election, the
    director must submit an irrevocable resignation contingent
    upon the director failing to receive a majority of the votes
    cast in an election that is not a Contested Election and
    acceptance of that resignation by the Board.  The amendments
    also set forth the procedure for the Board to consider and act
    upon such a resignation; and

  * Eliminated the Company's obligation to indemnify and advance
    expenses to supervisors and managers, although the Company is
    still permitted to do so.

A copy of the Amended and Restated Bylaws is available at:

                        http://is.gd/ZFr5SS

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $36.87 million in 2011, a net
loss of $3.17 million in 2010, and a net loss of $29.16 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $971.15
million in total assets, $1.22 billion in total liabilities and a
$252.74 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."


WILCOX EMBARCADERO: Has Access to WF Cash Collateral Until Jan. 31
------------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California extended, in an interim order,
Wilcox Embarcadero Associates, LLC's access to cash collateral
which secured creditor Wells Fargo Bank, N.A., asserts an
interest.

Pursuant to a stipulation, among other things:

   -- Wells Fargo consents to the Debtor's use of cash collateral
      provided that Wells Fargo is granted adequate protection;

   -- the Debtor's right to use cash collateral will terminate on
      the earlier of (i) Jan. 31, 2013, (ii) or an event of
      default under the stipulation, (iii) or the date the
      stipulation ceases to be in full force and effect for any
      reason; and

   -- the Debtor will continue to make payments on the note in the
      sum of $33,454 per month on the first day of each month
      until there is a final order on use of cash collateral, a
      Plan of Reorganization or another agreement between the
      parties.

On March 22, 2004, the Debtor executed a Fixed Rate Note and Deed
of Trust payable to Wells predecessor, Greater Bay Bank, N.A., in
the amount of $6,900,000 secured by the Debtors sole real property
asset located at 1001 22nd Ave., Oakland, California.  The Note
was due and payable on March 22, 2011.

The Wells Fargo Deed of Trust contains an Assignment of Rents.
Wells Fargo holds a First Deed of Trust issued to its predecessor,
Greater Bay Bank, N.A.  There is a junior Deed of Trust in favor
of Owens Mortgage Investment Fund.

The current principal balance due on the Wells Note is $5,813,733;
the current balance due on the Owens Note is $3,297,570.

                     About Wilcox Embarcadero

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Calif. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

Steele, George, Schofield & Ramos LLP represents the Debtor in its
restructuring efforts.

In its schedules, The Debtor disclosed $10.2 million in assets and
under $8.6 million in liabilities.  The Debtor's property
secures an $8.55 million debt to Wells Fargo and Owens Mortgage
Investment Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan.  The Debtor is in negotiations with
a new lender to take out the lender, but needs more time to
accomplish this task.


ZACHRY HOLDINGS: Moody's Gives 'B1' CFR; Rates $250MM Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
and a B1-PD probability of default rating to Zachry Holdings, Inc.
In addition, Moody's assigned a B2 rating to the company's
proposed $250 million senior unsecured notes due 2020. The rating
outlook is stable.

The proceeds from the proposed note offering will be used to
retire the company's existing $250 million term loan. The company
also plans to upsize the borrowing limit on its credit facility to
$350 million from $275 million upon completion of the note
offering.

The following ratings were assigned in this rating action:

Corporate Family Rating B1;

Probability of Default Rating B1-PD;

$250 million of senior unsecured notes B2 (LGD5, 79%);

This is a newly initiated rating and is Moody's first press
release on this issuer.

Ratings Rationale

The B1 corporate family rating reflects Zachry's small size, low
margins and lack of geographic and end-market diversification
versus other rated engineering and construction companies. The
company is primarily focused on the cyclical domestic energy
industry and has little exposure to other end-markets and
geographic regions. Zachry's ratings are supported by the
company's relatively conservative financial policies and
reasonable credit metrics. Zachry's pro forma liquidity profile
also supports the ratings since the company is expected to have a
sizeable cash balance and no near-term debt maturities. They
anticipate no borrowings and approximately $150 million of
financial and performance letters of credit outstanding on the new
$350 million credit facility after the note offering is complete.
Moody's expects Zachry's to produce revenue of approximately $2.3
billion and EBITDA of approximately $145 million over the next 12
months including Moody's standard adjustment for operating leases.
This should result in a leverage ratio of approximately 2.7x and
an interest coverage ratio (EBITA/Interest Expense) of
approximately 3.7x including Moody's adjustments.

The stable outlook presumes the company's operating results will
remain relatively stable or gradually improve over the next 12 to
18 months and result in improved credit metrics. It also assumes
the company will carefully balance its leverage with its growth
strategy.

The ratings could experience upward pressure if the company
successfully integrates the acquisition of JV Industrial Companies
and continues to grow its EBITA resulting in improved credit
metrics. This would include generating EBITA of at least $125
million and increasing cash & marketable securities to more than
40% of the company's outstanding debt. Moody's views high cash
balances to be prudent in the engineering & construction sector
due to the risks associated with completing complex and technical
projects under fixed price lump sum contracts.

Negative rating pressure could develop if deteriorating operating
results, debt financed acquisitions or shareholder dividends
result in funds from operations (CF from operations before working
capital changes) declining below 20% of outstanding debt or cash &
marketable securities declining to less than 40% of outstanding
debt. A significant reduction in borrowing availability or
liquidity could also result in a downgrade.

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

Headquartered in San Antonio, Texas, Zachry Holdings is a
domestically focused provider of engineering, procurement,
construction, turnaround and maintenance services. The company is
predominantly focused on the domestic downstream energy and power
industries with exposure to fossil fuels and renewable energy. The
company's EPC business provides engineering, procurement and
construction services to the fossil power and renewable energy
industries on both a cost reimbursable and lump sum basis. The
Turnarounds and Maintenance business performs maintenance,
overhaul and repair services for the refinery, chemical and
petrochemical sectors. The company generated approximately $2.2
billion in pro forma revenue for the trailing 12-month period
ended September 30, 2012.


* Fitch Says Deal Ends Uncertainty for US Residential Servicers
---------------------------------------------------------------
Fitch Ratings believes the settlement between regulators and 10
residential loan servicing companies is positive for those
companies as it is an end to the foreclosure review proceedings
and will allow for a refocus on the services they provide. The
Office of the Comptroller of the Currency (OCC) and the U.S.
Federal Reserve Board announced the agreement on Jan. 7, 2013. It
includes the payment of $8.5 billion, either as cash payments or
assistance to help borrowers, and effectively ends the case-by-
case independent foreclosure reviews mandated by the enforcement
actions issued in April 2011.

Fitch says: "In our view, the end to the extended, and recently
controversial, independent review process will allow these
servicers to refocus on completing other initiatives required by
the various regulators, as well as to reassign internal staff that
have been involved with the lengthy review process. In addition,
the agreements makes the final compensation structure clear and
eliminates further cost for the independent reviews that will
allow the servicers to better establish their future cost to
service and potentially allow funds to be released for
improvements in the quality of their services. The additional
scrutiny, mandated changes, and costs have caused many
institutions to re-examine strategies and question their
commitments to the market. Three of the 10 servicers under this
agreement are no longer active in the U.S. residential servicer
market. Many have actively pursued a strategy to offload non-
agency and, in some cases, higher risk agency portfolios to
concentrate on new, low-risk products.

"Fitch further believes that the industry as a whole has addressed
foreclosure documentation and process changes that resulted from
regulation and policy changes. However, we see a backlog of
foreclosures remaining to be processed.

"The servicers included in this agreement who are also Fitch-rated
servicers include: Bank of America, Citibank, JPMorgan Chase, PNC,
and Wells Fargo."


* First American Ducks Duty to Indemnify Lender in $100M Deal Row
-----------------------------------------------------------------
Gavin Broady of BankruptcyLaw360 reported that a Wisconsin federal
judge on Friday determined First American Title Insurance Co. does
not have a duty to indemnify a lender in a dispute over a bankrupt
developer's failed $100 million real estate project, but said the
insurer still breached its defense duty.

U.S. District Judge William M. Conley, revisiting a pair of
November 2011 rulings in light of new facts and the determinations
of a Missouri bankruptcy court, based his ruling on an exclusion
in a First American insurance policy issued to BB Syndication
Services Inc., the report said.


* Setting Aside Abandonment Is Governed by Rule 60(b)
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to a Jan. 8 decision by U.S. District Judge
Michael A. Shipp in Trenton, New Jersey, closing a Chapter 7 case
doesn't amount to an irrevocable abandonment of a lawsuit.

The report recounts a woman was given a discharge in Chapter 7 and
her case was closed.  One year later, the trustee reopened the
case and proceeded to settle with the former husband on a claim
for personal injury inflicted on the wife during marriage. The
husband was to pay $15,000.  The ex-wife contended that closing
the case was an irrevocable abandonment of the lawsuit claim under
Section 544(c) of the Bankruptcy Code. The bankruptcy judge agreed
and refused to approve the settlement. The former husband
appealed.

The report relates that Judge Shipp said there was no guidance
from the U.S. Court of Appeals in Philadelphia about the
consequences of closing a case.  He said the Courts of Appeal for
the Sixth and Tenth Circuits have ruled that setting aside an
automatic abandonment should be governed by Rule 60(b) of the
Federal Rules of Civil Procedure.  Judge Shipp remanded the case,
telling the bankruptcy judge to analyze whether abandonment should
be set aside under Rule 60(b).

The case is Frost v. Reilly (In re Reilly), 12-3171, U.S. District
Court, District of New Jersey (Trenton).


* Dorsey Adds Five Lawyers to West Coast Bankruptcy Practice
------------------------------------------------------------
International law firm Dorsey & Whitney LLP on Jan. 15 disclosed
that five attorneys have joined its Palo Alto office from the
well-known bankruptcy law firm, Murray & Murray.

John Murray, Stephen O'Neill, Robert Franklin, Craig Prim and
Thomas Hwang will anchor Dorsey's West Coast Bankruptcy and
Restructuring practice.

The attorneys bring more than 35 years of specialized expertise in
business reorganization, insolvency and bankruptcy law.  The group
represents financially distressed companies in the restructuring
of their financial affairs in formal Chapter 11 bankruptcy
proceedings, assignments for the benefit of creditors and out-of-
court workouts.  The group also maintains a creditor practice
representing creditors' committees, secured creditors, investors
and other creditor clients in bankruptcy and commercial law
matters.  The attorneys also represent parties interested in
mergers with, and acquisitions of, financially distressed
entities, and the purchase of assets from such entities.

Prior to joining Dorsey, Murray, O'Neill, Franklin, Prim and Hwang
practiced at Murray & Murray, a Cupertino-based law firm
specializing in business reorganization, insolvency and bankruptcy
law.  The firm, which was founded in 1975, is among the most
prominent and distinguished bankruptcy practices in Northern
California.

"We are delighted to have this preeminent group of bankruptcy and
restructuring lawyers join us in our Palo Alto office," said Craig
Ritchey, Office Head of Dorsey's Palo Alto office.  "They are
extremely accomplished and well respected in this community, and
together with our existing bankruptcy and restructuring lawyers
throughout the firm will give us tremendous capabilities."

"We are very excited about the move," said John Murray.  "The
broader platform offered by Dorsey & Whitney will allow us to
expand our practice to a national level and capitalize on east
coast opportunities, especially in Delaware and New York."

                    About Dorsey & Whitney LLP

Clients have relied on Dorsey since 1912 as a valued business
partner.  With 19 locations in the United States, Canada, Europe
and the Asia-Pacific region, Dorsey provides an integrated,
proactive approach to its clients' legal and business needs.
Dorsey represents a number of the world's most successful
companies from a wide range of industries, including leaders in
the healthcare and life sciences, financial services, technology,
retail, agribusiness and energy sectors, as well as major non-
profit and government entities.


* Lowenstein Sandler Elects Seven New Partners
----------------------------------------------
Lowenstein Sandler LLP has elected seven new partners, effective
January 1, 2013.  The new partners represent the robust growth of
many of the firm's practices, including Bankruptcy, Capital
Markets Litigation, Employment, IP, Real Estate, Specialty Finance
and Tech.

"Lowenstein Sandler lawyers are characterized by their passion for
helping clients achieve their legal and business objectives," said
Gary M. Wingens, Lowenstein Sandler Chairman and Managing Partner.
"So it is a genuine pleasure to recognize as new partners the
colleagues who best exemplify this drive.  The successes they have
helped us achieve are the result of their dedication to their
clients, entrepreneurial zeal and creative thinking.  We are
excited to have these talented attorneys take on new roles, and we
look forward to their future contributions to our clients and the
firm."

The following attorneys have been elected to the partnership:

-- David Banker, a member of the Bankruptcy, Financial
Reorganization & Creditors' Rights Group

-- Vanessa A. Ignacio, Chair of the Trademark Prosecution &
Enforcement practice and a member of the Tech Group

-- Amiad Kushner, a member of the Capital Markets Litigation
practice

-- Matthew Savare, a member of the Tech Group and Intellectual
Property and Media & Entertainment practices

-- David Tlusty, a member of the Real Estate practice

-- Traci Tomaselli, a member of the Corporate Department and
Specialty Finance and M&A practices

-- Amy Komoroski Wiwi, a member of the Employment practice

                   About Lowenstein Sandler LLP

Lowenstein Sandler LLP -- http://www.lowenstein.com-- is a
provider of transactional, litigation, and bankruptcy and
creditors' rights legal services to many of the country's top
companies and funds.  The firm has close to 300 lawyers in its New
York, New Jersey and California offices.


* Law360 Names Morrison Foerster Bankr. Practice Group of the Year
------------------------------------------------------------------
Dietrich Knauth of BankruptcyLaw360 reported that Morrison
Foerster LLP garnered impressive results for creditors and debtors
in 2012, representing Residential Capital LLC during one of the
largest restructurings on record and supporting MF Global Inc.'s
trustee in collecting billions in assets for creditors, earning it
a place among Law360's Bankruptcy Practice Groups of the Year.

ResCap filed for bankruptcy protection in May 2012 with $15.7
billion in assets, $15.3 billion in debt and a plan to sell most
of its assets to a Fortress Investment Group LLC unit, according
to the report.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:  1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Nov. 25, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:  240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:  1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***