TCR_Public/130117.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 17, 2013, Vol. 17, No. 16

                            Headlines

22ND CENTURY: Closes $2.5 Million Private Placement
501 GRANT: Sec. 341(a) Creditors' Meeting Slated for January 17
A123 SYSTEMS: Lobbying Becomes Focus of Disputes Over Sale
ABSOLUTE LIFE: Delays Form 10-Q for Nov. 30 Quarter
ADAMS PRODUCE: Burr & Forman Approved as Litigation Counsel

ADAMS PRODUCE: Feb. 27 Hearing on Adequacy of the Plan Outline
AEMETIS INC: CEO Discloses 18.9% Equity Stake
AHERN RENTALS: Again Loses Exclusive Plan-Filing Rights
AGRIPARTNERS LIMITED: Sec. 341(a) Creditors' Meeting on Jan. 24
AMERICAN AIRLINES: Amends Purchase Agreements With Boeing

AMERICAN AIRLINES: USAir Won't Offer Higher Than 70/30 in Merger
AMERICAN AIRLINES: To Return to Profitability, CEO Says
AMERICAN AIRLINES: City of St. Louis Settlement Approved
AMERICAN AIRLINES: Wayne County Airport Settlement Approved
AMERICAN AIRLINES: Proposes Husch Blackwell as Special Counsel

APEX TOOL: Moody's Assigns 'B2' CFR; Rates Secured Loans 'B1'
APEX TOOL: S&P Assigns Prelim. 'B' CCR, Rates New Loans 'B'
ARENA MOTOR: Case Summary & 20 Largest Unsecured Creditors
ASCENDANT UNIVERSAL: Voluntary Chapter 11 Case Summary
ATP OIL: Jan. 31, 2013 Set as General Claims Bar Date

AURA SYSTEMS: Incurs $2.1 Million Net Loss in Nov. 30 Quarter
AVIATION CAPITAL: S&P Assigns 'BB+' Rating to $300MM Senior Notes
BABCOCK & WILCOX: NNSA Contract Loss No Impact Moody's Ba1 Rating
BILLMYPARENTS INC: William Hernandez Joins as Director
BIOZONE PHARMACEUTICALS: Files Amendment No. 5 to 8.3MM Prospectus

BRIAN GEORGE: 6th Cir. BAP Affirms Summary Judgment in Hogans Suit
BRIER CREEK: Court Halts Arbitration Ahead of Plan Hearing
CAPITOL BANCORP: Committee Taps Harrington for Canal Air Issues
CASHAY LLC: Case Summary & 5 Largest Unsecured Creditors
CENTENNIAL BEVERAGE: Meeting of Creditors on Jan. 24

CHINA SHEN: NYSE MKT Extends Listing Compliance Date to April 24
CIRCLE ENTERTAINMENT: Chairman and CEO Quits for Personal Reasons
CLAREMONT VILLAS: Obtains FNMA Preservation Loan Facility
COMMERCIAL MANAGEMENT: Welsch Cos. to Assist in Apartment Sale
CONSOLIDATED TRANSPORT: Has $4.75-Mil. in Financing

CROSSMARK HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
DENNY'S CORP: 7th Straight Quarter of Positive Sales
DIGITALGLOBE INC: Moody's Affirms 'Ba3' CFR; Outlook Stable
DIGITALGLOBE INC: S&P Assigns 'BB' Rating to Proposed $500MM Notes
DOUBLE S PAVING: Case Summary & 15 Unsecured Creditors

DOWNTOWN CENTER: Voluntary Chapter 11 Case Summary
DJSP ENTERPRISES: Kerry Propper Owns 1.3-Mil. Ordinary Shares
DJSP ENTERPRISES: Jonas Grossman Owns 705,728 Ordinary Shares
DYNASIL CORP: Reports Financial Results for Year Ended Sept. 30
EASTBRIDGE INVESTMENT: Sells 1.4MM Tsingda Shares to MA Platform

EMPRESAS BENITEZ: Case Summary & 20 Largest Unsecured Creditors
EMPRESAS OMAJEDE: Meeting of Creditors on Jan. 28
FIBERTOWER CORP: Turnover of $12-Mil. to First Lien Trustee
FLASH DUTCH: S&P Retains 'B+' Rating Despite Changes on Financing
FREIGHT MANAGEMENT: Voluntary Chapter 11 Case Summary

GASCO ENERGY: Gets NYSE Notice of Listing Non-Compliance
GEORGIA GULF: Moody's Hikes CFR to Ba2, Sec. Notes Rating to Ba1
GEORGIA GULF: S&P Removes Corporate Credit Rating From CreditWatch
GMX RESOURCES: Files Complaint to Correct Supplemental Indenture
HANDY HARDWARE: Wells Fargo Financing Has Interim Approval

HANDY HARDWARE: Sec. 341(a) Meeting Scheduled for Feb. 22
HANDY HARDWARE: Wins Approval for Donlin Recano as Claims Agent
HAVEN HEALTH: RI Supreme Court Reverses Ruling in Tort Suit
HARVEY HOTEL: Case Summary & 5 Unsecured Creditors
HEALTH NET: Fitch Affirms 'BB' Rating on Senior Unsecured Notes

HOSTESS BRANDS: Worker Jobs Uncertain in Flowers Acquisition
HOSTESS BRANDS: Liquidation Good for Flowers, Moody's Says
HOSTESS BRANDS: U.S. Trustee Forms Committee of Non-CBA Retirees
HOSTESS BRANDS: Has Deal on Use of ACE Cash Collateral
INSPIRATION BIOPHARMACEUTICALS: $18.3-Mil. DIP Loan Approved

INSPIRATION BIOPHARMACEUTICALS: Looking for Buyer for Assets
INVESTORS CAPITAL: Sec. 341(a) Meeting of Creditors on Feb. 8
J AND Y INVESTMENT: Seeks to Use Rents, Cites Equity Cushion
J AND Y INVESTMENT: Section 341(a) Meeting Scheduled for Feb. 13
JACOB NORTH: Case Summary & 20 Largest Unsecured Creditors

JACOBS FINANCIAL: Delays Form 10-Q for Nov. 30 Quarter
JER/JAMESON: Has Exclusive Right to File Plan Until Feb. 17
JNC SOLOMON: Case Summary & 2 Largest Unsecured Creditors
JOLIET CROSSINGS: Sec. 341(a) Meeting of Creditors on Jan. 31
K-V PHARMACEUTICAL: Files Copies of Plan Documents with SEC

LA JOLLA: Adds Two Members to its Management Team
LCI HOLDING: Meeting of Creditors on Jan. 24
LCI HOLDING: Huron Management Okayed to Provide Interim CFO
LCI HOLDING: Can Employ KCC to Provide Administrative Services
LCI HOLDING: Can Employ KPMG as Auditors and Tax Consultants

LCI HOLDING: Wins OK for Skadden Arps as Bankruptcy Counsel
LEHMAN BROTHERS: Seeks to Eliminate $564.7MM US Airways Reserve
LENNAR CORP: Earnings Reflect Improving Housing Sector, Fitch Says
LITHIUM TECHNOLOGY: Issues 61.1 Million Common Shares to Lex Van
LMI AEROSPACE: Moody's Gives 'B1' CFR; Rates $325MM Loans 'B1'

LMI AEROSPACE: S&P Assigns 'B+' CCR, Rates $325MM Loans 'B+'
LODGENET INTERACTIVE: Rich Battista Steps Down President & CEO
MARITIME COMMUNICATIONS: Dennis Brown Approved as FCC Counsel
MAUI LAND: Stock Resumes Trading on NYSE, Subject to Reviews
MBIA INSURANCE: S&P Lowers Rating on Surplus Notes to 'C'

MCGUINNESS II: Case Summary & 18 Largest Unsecured Creditors
METRO FUEL: Curtis Mallet Approved as Bankruptcy Co-Counsel
METRO FUEL: Epiq Bankruptcy OK'd as Notice and Claims Agent
METRO FUEL: Files Schedules of Assets and Liabilities
METRO FUEL: U.S. Trustee Forms 7-Member Creditors Committee

MJM MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
MOMENTIVE SPECIALTY: Launches Cash Tender Offer of $120MM Notes
NATIONAL QUALITY: Case Summary & 2 Unsecured Creditors
OCALA SHOPPES: Wants Access to Shopping Center's Rents
OCALA SHOPPES: Section 341(a) Meeting Scheduled for Feb. 7

OILERS BORROWER: Moody's Assigns 'B2' CFR; Outlook Stable
OILERS BORROWER: S&P Gives 'B' CCR, Rates $280MM Loan 'B'
OVERSEAS SHIPHOLDING: Sec. 341(a) Meeting Continued to March 21
OVERSEAS SHIPHOLDING: Bowman Okayed as South African Counsel
OVERSEAS SHIPHOLDING: Chilmark Approved as Financial Advisors

OVERSEAS SHIPHOLDING: Says Securities Suits Distract Mgt.
PARADISE HOSPITALITY: Court Approves Orantes as Counsel
PARADISE HOSPITALITY: Marcus & Millichap Approved as Broker
PINNACLE AIRLINES: ALPA & Creditors Agreements Approved
REAL MEX RESTAURANTS: Names Charles Robinson President & CEO

PHOENIX COMPANIES: Bondholder Consent Solicitation Successful
RESIDENTIAL CAPITAL: Proposes WilmerHale as Regulatory Counsel
RESIDENTIAL CAPITAL: Banks Said to Have $8.5BB Deal
RESIDENTIAL CAPITAL: Hearings on $8.7-Bil. RMBS Deal in March
RESIDENTIAL CAPITAL: Ally Cuts GMAC as Servicer for 535 Loans

RESIDENTIAL CAPITAL: Can Reimburse Ally Over Employee Payments
RG STEEL: Recovery for Creditors Aimed From Preference Suits
SATCON TECHNOLOGY: Committee Taps Holland & Knight as Counsel
SATCON TECHNOLOGY: Committee Taps Sullivan Hazeltine as Co-Counsel
SATCON TECHNOLOGY: Epiq Bankruptcy OK'd as Administrative Agent

SAUK PRAIRIE: Moody's Assigns 'Ba1' Rating to $38-Mil. Bonds
SOUTHERN ONE: Sec. 341(a) Meeting of Creditors on Jan. 18
SOUTHERN ONE: Amends List of 20 Largest Unsecured Creditors
SPORTS SURFACES: Updated Case Summary & Creditors' Lists
STEELCASE INC: Moody's Affirms 'Ba1' CFR; Outlook Positive

STEELMAN PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
T-L BRYWOOD: Government Proofs of Debt Due Feb. 28
T-L BRYWOOD: Wants Plan Filing Deadline Extended to March 31
THOR INDUSTRIES: Cash Collateral Hearing Rescheduled to Jan. 28
VANDERRA RESOURCES: Ritchie Bros. Approved as Auctioneers

VANDERRA RESOURCES: Court Approves RE/MAX First as Broker
VANDERRA RESOURCES: Court OKs Hunton & Williams as Panel's Counsel
VERTIS HOLDINGS: Critic Held in Contempt for Ignoring Injunction
WALTER INVESTMENT: Moody's Cuts Corp. Family Rating to 'B2'
WEST 380: Can Use US Bank Cash Collateral Through March 22

WEST COVINA MOTORS: Sec. 341(a) Creditors' Meeting on Feb. 4
WILLIAMS LOVE: Court Rules on Summary Judgment Motions

* Stay Modification Order Becomes Moot During Appeal
* Debt Ceiling Delay to Prompt Formal US Rating Review, Fitch Says

* InCharge Debt Solutions to Exhibit at ABI Bankruptcy Conference

* Law360 Names Kramer Levin Naftalis 2012 "Top Practice Group"
* Randall Eisenberg Joins AlixPartners' Restructuring Practice
* Hilco Names Jay Stone CEO of Accounts Receivable Unit

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

22ND CENTURY: Closes $2.5 Million Private Placement
---------------------------------------------------
22nd Century Group, Inc., closed a private placement on Friday,
Jan. 11, 2013, with an institutional investor.  22nd Century sold
2500 shares of its Series A convertible preferred stock and a 5-
year warrant for an aggregate purchase price of $2.5 million.  The
shares of Series A preferred stock are convertible into a total of
4,166,667 shares of common stock at a conversion price of $0.60
per share, subject to adjustments.  The 5-year warrant grants the
investor the right to purchase up to an additional 4,166,667
shares of common stock at an exercise price of approximately $0.70
per share.

22nd Century also granted the institutional investor a one-year
overallotment option to purchase up to an aggregate of 2,083,333
additional shares of its common stock at a price of $0.60 per
share and a 5-year warrant to purchase up to an additional
2,083,333 shares of common stock with an exercise price of
approximately $0.70 per share.

Joseph Pandolfino, 22nd Century's chief executive officer stated,
"The proceeds from this private placement will strengthen 22nd
Century's balance sheet and will facilitate the company reaching
many milestones.  I expect the New Year will be a very exciting
one for our shareholders."

Chardan Capital Markets, LLC, acted as the exclusive placement
agent in this transaction.

22nd Century has agreed to file a registration statement with the
U.S. Securities and Exchange Commission, covering the shares of
common stock issuable upon the conversion of the preferred stock
and exercise of the warrants.  The securities in the private
placement have not been registered under the Securities Act of
1933, as amended, or applicable state securities laws.
Accordingly, the subject securities may not be offered or sold in
the United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and those applicable state
securities laws.

                         About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

Freed Maxick CPAs, PC), in Buffalo, New York, expressed
substantial doubt about 22nd Century Group's ability to continue
as a going concern following the financial results for the year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and, as of
Dec. 31, 2011, has negative working capital of $1.9 million and a
shareholders' deficit of $1.2 million.  "Additional financing will
be required during 2012 in order to satisfy existing current
obligations and finance working capital needs, as well as
additional losses from operations that are expected in 2012."

The Company incurred a net loss of $1.34 million in 2011, compared
with a net loss of $1.42 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.39 million
in total assets, $3.60 million in total liabilities, and a
stockholders' deficit of $1.21 million.


501 GRANT: Sec. 341(a) Creditors' Meeting Slated for January 17
---------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
of 501 Grant Street Partners LLC on Jan. 17, 2013, at 2:15 p.m. at
Room 2612, 725 S Figueroa St. in Los Angeles, California.

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 501 Grant Street &
                       Union Trust Building

An involuntary Chapter 11 bankruptcy petition was filed against
501 Grant Street Partners LLC, based in Woodland Hills, California
(Bankr. C.D. Calif. Case No. 12-20066) on Nov. 14, 2012.  The
petitioning creditors are Allied Barton Security Services LLC,
owed $960 for security services; Cost Company LP, $5,900 owed for
masonry work; and MSA Systems Integration Inc., owed $2,401 for
unpaid invoice.  Malhar S. Pagay, Esq., at Pachulski Stang Ziehl &
Jones LLP, represents the petitioning creditors.

501 Grant Street Partners owns the Union Trust Building in
downtown Pittsburgh, Pennsylvania.  It sought Chapter 11
protection (Bankr. W.D. Pa. Case No. 12-23890) on Aug. 3, 2012, to
avert a sheriff sale of the building set for Aug. 6.  The August
petition listed under $50,000 in both assets and debts.  Roger M.
Bould, Esq., at Keevican Weiss Bauerle & Hirsch, LLC, represented
501 Grant Street as counsel.  In November, U.S. Bankruptcy Judge
Judith K. Fitzgerald dismissed 501 Grant Street Partners' Chapter
11 petition, paving for the sheriff sale of the Union Trust
Building on Jan. 7, 2013.

SA Challenger Inc., which acquired interest in the building's
mortgage by U.S. Bank, is seeking to foreclose on the property.
SA Challenger is seeking to collect $41.4 million.  Earlier in
November, at the lender's request, Judge Ward appointed the real
estate firm CBRE to serve as receiver for the building, overseeing
its operation and management until the sheriff sale takes place.


A123 SYSTEMS: Lobbying Becomes Focus of Disputes Over Sale
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that while the A123 Systems Inc. creditors' committee
hired a Washington lobbyist to push through government approval
for selling the business to a Chinese company for $256.6 million,
the committee wants to block Johnson Controls Inc. from receiving
a $5.5 million breakup fee for hiring its own lobbyist to oppose
the sale.

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.

The report recounts that 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 said that Johnson Controls, loser at auction, hired
a "seasoned political lobbyist" to fight against government
approval of the sale.  The A123 creditors' committee was scheduled
to appear in bankruptcy court Jan. 15 to ask the judge to withhold
payment of $5.5 million in breakup fees and expenses that JCI
would earn for having lost the auction after being the so-called
stalking horse bidder.

The committee, the report relates, argues that JCI's lobbying is
an attempted interference with the sale justifying denial of the
breakup fee and expense reimbursement the court approved in
setting up auction procedures.  JCI countered in a court filing by
saying that lobbying is a right guaranteed by the First Amendment
to the U.S. Constitution.  The exercise of a constitutional right
to petition the government can't be grounds for denying payment of
a breakup fee otherwise earned, JCI says.

Milwaukee-based JCI also appealed the sale-approval order and said
it may be interested in buying the business s 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.


ABSOLUTE LIFE: Delays Form 10-Q for Nov. 30 Quarter
---------------------------------------------------
Due to the effect of its recently discontinued operations Absolute
Life Solutions, Inc., was unable to file its quarterly report on
Form 10-Q for the fiscal period ended Nov. 30, 2012.  The Company
expects to file the Form 10-Q no later than the fifth calendar day
following the prescribed due date, as permitted by Rule 12b-25.

                        About Absolute Life

New York, N.Y.-based Absolute Life Solutions, Inc., is a specialty
financial services company engaged in the business of purchasing
life settlement contracts for long-term investment purposes.

The Company's balance sheet at Feb. 29, 2012, showed
$91.87 million in total assets, $17.49 million in total
liabilities, and stockholders' equity of $74.38 million.

Marcum LLP, in New York, N.Y., expressed substantial doubt about
Absolute Life's ability to continue as a going concern following
the Company's results for the fiscal year ended Aug. 31, 2011.
The independent auditors noted that the Company that the continued
existence of the Company is dependent upon its ability to generate
profit from its life settlement investments and to meet its
obligations as they become due.  "The demand for and selling
prices of the Company's products, may not be sufficient to meet
cash flow expectations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern."


ADAMS PRODUCE: Burr & Forman Approved as Litigation Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
authorized Adams Produce Company, LLC to employ Burr and Forman
LLP, as special litigation counsel in connection with the Debtors'
assertion of claims against Frost Cummings Tidwell Group, LLC.  On
Oct. 19, 2012, the Debtors filed an adversary proceeding against
FCT Group Adversary Proceeding asserting claims for negligence and
fraud based on FCT Group's work as the Debtors' former auditor.
The contingency fee rate agreed to by the Debtors and Burr &
Forman will be consistent with those charged by firms of
comparable size and stature.

                        About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce disclosed 19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under
a term loan, $1.35 million under a real estate loan, and
$3.4 million under a revolver.  The Debtors are also indebted
$2 million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.

Brian R. Walding, Esq., at Walding LLC, in Birmingham, Alabama,
represents the Ad Hoc Committee of Non-Insider Employees as
counsel.

The Bankruptcy Administrator said that it is not feasible to form
a committee of unsecured creditors in the Debtor's case in view of
the fact that an insufficient number of unsecured creditors were
willing to serve.


ADAMS PRODUCE: Feb. 27 Hearing on Adequacy of the Plan Outline
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
will convene a hearing on Feb. 27, 2013, at 10 a.m., to consider
adequacy of the information in the disclosure statement explaining
Adams Produce Company, LLC, et al.'s Joint Plan of Liquidation
dated Jan. 14, 2013.  Objections, if any, are due Feb. 20.

The Debtors filed their Plan on the last day of their exclusive
period to propose a Plan.  The Hon. Tamara O. Mitchell's
exclusivity extension order gave the Debtor until Jan. 14, 2013,
to propose a plan and until March 15, 2013, to solicit acceptances
of the Plan.

Substantially all of the Debtors' unencumbered assets, except for
certain causes of action, were liquidated during the course of the
Debtors' bankruptcy cases.  The Plan provides for transfer of the
Debtors' remaining assets into a liquidation trust.

The Plan further provides for the termination of all interests in
the Debtors and the dissolution and wind up of the affairs of the
Debtors.  The liquidating trustee will liquidate the assets of the
estates and will distribute the net proceeds thereof as: (a) first
to pay the reasonable costs and expenses of the liquidating
trustee and his professionals; and (b) second pro rata to the
holders of allowed claims on the terms and conditions, and in the
priority, set forth in the Plan.

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

                        About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce disclosed 19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under
a term loan, $1.35 million under a real estate loan, and
$3.4 million under a revolver.  The Debtors are also indebted
$2 million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.

Brian R. Walding, Esq., at Walding LLC, in Birmingham, Alabama,
represents the Ad Hoc Committee of Non-Insider Employees as
counsel.

The Bankruptcy Administrator said that it is not feasible to form
a committee of unsecured creditors in the Debtor's case in view of
the fact that an insufficient number of unsecured creditors were
willing to serve.


AEMETIS INC: CEO Discloses 18.9% Equity Stake
---------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Eric A. McAfee and McAfee Capital, LLC, disclosed
that, as of Dec. 31, 2012, they beneficially own 34,116,159 shares
of common stock of Aemetis, Inc., representing 18.92% of the
shares outstanding.  Eric McAfee is the Chief Executive Officer
and Chairman of the Board of the Company.  McAfee Capital is a
California limited liability company whose principal business is
investing in securities.  Eric McAfee is the sole member of McAfee
Capital.  A copy of the filing is available at http://is.gd/qUps2c

                           About Aemetis

Headquartered in Cupertino, California, Aemetis, formerly AE
Biofuels Inc., is an advanced fuels and renewable chemicals
company.  Aemetis owns and operates a 55 million gallon renewable
fuels plant in California; and owns and operates a 50 million
gallon capacity renewable chemicals and advanced fuels production
facility on the east coast of India.  Aemetis operates a research
and development laboratory at the Maryland Biotech Center, and
holds four granted patents and ten pending patents on its Z-
microbe and related technology for the production of renewable
fuels and chemicals.  For additional information about Aemetis,
please visit www.aemetis.com.

Aemetis disclosed a net loss of $18.29 million for the year ended
Dec. 31, 2011, compared with a net loss of $8.56 million during
the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $98.84
million in total assets, $87.46 million in total liabilities and
$11.37 million in total stockholders' equity.


AHERN RENTALS: Again Loses Exclusive Plan-Filing Rights
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ahern Rentals Inc. won a fleeting victory in federal
district court and is now exposed to facing a Chapter 11 plan
filed by creditors in opposition to the company's own
reorganization proposal.

The report recounts that in December, the U.S. bankruptcy judge in
Reno, Nevada, ended Ahern's exclusive right to propose a
reorganization plan after finding that the company failed to
negotiate in good faith after a year in Chapter 11.  The judge
also concluded that Ahern's plan was fatally flawed because the
current owners would retain the equity even though secured lenders
opposed the plan and weren't being paid in full.  Ahern appealed
and won a stay pending appeal from U.S. District Judge Larry R.
Hicks in Reno.  Judge Hicks restored Ahern's exclusive plan-filing
right, saying creditors couldn't file a plan of their own at least
until he decided the appeal.

According to the report, a noteholder group filed papers asking
Judge Hicks to terminate the stay.  The group, holding 90% of the
second-lien notes, includes Nomura Corporate Research & Asset
Management Inc. and Och-Ziff Capital Management Group.

Judge Hicks, the report discloses, agreed with the lenders. He
ruled in an opinion on Jan. 14 that an order ending so-called
exclusivity isn't automatically appealable and dismissed the
appeal along with terminating the stay, thus allowing creditors to
file competing plans.

The 9.25% second-lien notes traded Jan. 15 for 79 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The notes have more than
tripled in price since December 2011.

                       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.


AGRIPARTNERS LIMITED: Sec. 341(a) Creditors' Meeting on Jan. 24
---------------------------------------------------------------
There's a meeting of creditors of Agripartners Limited Partnership
on Jan. 24, 2013 at 2:30 p.m.  The meeting will be held at #2-101
United States Courthouse, 2110 First Street, Ft. Myers, Florida.

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.

According to the notice of the 341 meeting, proofs of claim are
due March 11, 2013.

The Court will hold a status conference on Jan. 23, 2013 at 9:30
a.m.

Agripartners Limited Partnership filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 12-19214) in Ft. Myers, Florida on
Dec. 24, 2012.  Attorneys at Shraiberg, Ferrara & Landau, P.A.,
and Miller & Hollander serve as counsel to the Debtor.  The Debtor
estimated assets of at least $100 million and liabilities of at
least $50 million.


AMERICAN AIRLINES: Amends Purchase Agreements With Boeing
---------------------------------------------------------
American Airlines, Inc., a wholly owned subsidiary of AMR
Corporation, entered into an agreement on Jan. 11, 2013, with The
Boeing Company that provides for the assumption and restructuring
of certain existing aircraft purchase agreements between Boeing
and American, the entering into of a definitive purchase agreement
with respect to Boeing 737 MAX aircraft, certain financing
commitments for Boeing Model 787-8 and 787-9 aircraft and certain
Boeing Model 737-8 aircraft, the assumption of certain other
aircraft spare parts, support and services agreements, and a
comprehensive settlement of the relationship among American and
its affiliates and Boeing and certain affiliates of Boeing,
including all claims asserted by Boeing and those affiliates in
the Pending Cases, with certain limited exceptions.

The Restructuring Agreement is subject to certain contingencies,
including approval of the Bankruptcy Court.  A motion has been
filed with the Court seeking approval of the Restructuring
Agreement and is scheduled for hearing on Jan. 23, 2013.

Under the Restructuring Agreement, American will assume and amend
the following aircraft purchase agreements with Boeing:

  * Purchase Agreement No. 1977 dated Oct. 31, 1997, relating to
    Boeing Model 737-8 aircraft, as previously amended and
    supplemented;

  * Purchase Agreement No. 1980 dated Oct. 31, 1997, relating to
    Boeing Model 777 aircraft, as amended and supplemented; and

  * Purchase Agreement No. 3219 dated Oct. 15, 2008, relating to
    Boeing Model 787-9 aircraft, as amended and supplemented.

The Restructured Aircraft Purchase Agreements will provide for
certain concessions and savings to American in connection with the
acquisition by American of the 737 aircraft, the 787 aircraft and
aircraft spare parts.  The Restructured Aircraft Purchase
Agreements will also provide for the substitution of up to 20 787-
8 aircraft for 787-9 aircraft, an accelerated delivery schedule
for the 787 aircraft with deliveries scheduled to commence in
November 2014 and to continue in each calendar year through
September 2018, and the confirmation of the purchase of the Boeing
787 aircraft, which previously had been subject to certain
reconfirmation rights.

Under the Restructured Aircraft Purchase Agreements, as of
Jan. 31, 2013, American will have firm aircraft orders for 111 737
aircraft, 18 777 aircraft and 42 787 aircraft, with the option to
purchase 40 737 aircraft, 13 777 aircraft and 58 787 aircraft.

The Restructuring Agreement further provides that, upon approval
by the Court, American will enter into a definitive purchase
agreement pursuant to which American will acquire 100 MAX
aircraft, equipped with new, more fuel efficient engines.  The MAX
purchase agreement will constitute the definitive purchase
agreement contemplated by and will supersede the agreement entered
into by American and Boeing on July 19, 2011, that provided for
the commitment of American to purchase such MAX aircraft.  The
2011 MAX order was subject to a number of contingencies, including
the parties entering into a definitive purchase agreement and
Boeing's approval of the launch of the Boeing 737 re-engined
aircraft program, which was approved in August 2011.  Under the
MAX purchase agreement, the MAX aircraft are scheduled to be
delivered in each of the years 2018 through 2022.  In addition,
under the MAX purchase agreement, American will have the option to
purchase 60 additional MAX aircraft in the years 2022-2025.

Further, American will assume without amendment aircraft purchase
agreements with respect to the following types of aircraft
currently operated by American and under which there remain no
further aircraft to be acquired by American:

  * Boeing Model 757-223 aircraft;
  * Boeing Model 757 aircraft;
  * Boeing Model 767 aircraft;
  * McDonnell Douglas Model MD82 and related model aircraft; and
  * McDonnell Douglas Model MD83 and related model aircraft.

Under the Restructuring Agreement, American and its affiliates
will assume certain other aircraft related agreements with Boeing
and its affiliates pursuant to which American acquires spare
parts, after-market services, software and related support
services in connection with operation of the Boeing aircraft.
Agreements pursuant to which Boeing agreed to provide financing of
certain aircraft also will be assumed.

As part of the Restructuring Agreement, American and its
affiliates and Boeing and its affiliates have agreed to resolve
and release all claims between them in connection with the
foregoing assumed agreements that arise out of facts and
circumstances occurring on or prior to the filing of the Pending
Cases, with limited exceptions, such as third party
indemnification claims, warranty claims and claims related to any
aircraft lease or financing agreements.  Subject to payment by
American of certain cure amounts in connection with the assumption
of the assumed agreements, Boeing and its affiliates will release
and withdraw all claims filed against American and its affiliates
in the Pending Cases with the exception of certain allowed
unsecured claims specified in the Restructuring Agreements and any
claims in connection with any aircraft lease or financing
agreements.

American also, on Jan. 11, 2013, entered into an amendment to the
A320 Family Aircraft Purchase Agreement with Airbus S.A.S., dated
July 20, 2011, specifying the scheduled delivery months of certain
aircraft and revising the date by which American must notify
Airbus of the engine selection of certain aircraft types.  The
Airbus Amendment will become effective on the date the Court
enters an order approving assumption of the A320 Family Purchase
Agreement.  Agreements pursuant to which Airbus agreed to
providing financing for the purchase of certain aircraft also will
be assumed.

                         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: USAir Won't Offer Higher Than 70/30 in Merger
----------------------------------------------------------------
Mike Spector and Susan Carey, writing for The Wall Street Journal,
report that people close to the discussions said US Airways Group
Inc. first proposed a merger to American Airlines parent AMR Corp.
in April, under which American's creditors and US Airways'
shareholders would each own roughly half the combined company.

According to WSJ, people close to the process said the previously
undisclosed proposal, made in an April 20 letter from US Airways
Chief Executive Doug Parker to AMR CEO Tom Horton and American's
creditors committee, was essentially ignored.  WSJ says it sheds
new light on the evolution of the merger negotiations, as American
prepares to decide whether to pursue a deal or try to emerge from
bankruptcy protection as an independent company.  It also comes as
American prepares to report fourth-quarter and full-year earnings
on Wednesday.  The airline is expected to report record annual
revenue approaching $25 billion, said a person briefed on the
results.

The report notes the April merger proposal called for American's
creditors to receive 49.9% of a combined airline, and US Airways
shareholders the balance of 50.1%, leaving them in control, said
people close to the discussions.  With American's financial
performance improving and restructuring steps nearing completion,
US Airways made a second merger proposal in mid-November that
remains under discussion between the two carriers.  The latest
offer proposes American creditors receive 70% of a combined
airline, and US Airways shareholders 30%, with the merged airline
run by US Airways' Mr. Parker.  People close to US Airwas also
said US Airways executives and advisers believe the current 70/30
proposal offers American's creditors a premium and have made clear
they aren't interested in ceding more value.

WSJ relates people familiar with the companies' finances said the
merged airline could be valued at roughly $10 billion.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: To Return to Profitability, CEO Says
-------------------------------------------------------
The Wall Street Journal's Susan Carey and Dow Jones Newswires'
Tess Stynes report that Tom Horton, AMR Corp.'s chairman and chief
executive, said in an interview Wednesday that the airline expects
its cost-savings initiatives and revenue-enhancement plans to lift
the company's fortunes this year.

AMR reported a fourth-quarter profit aided by some special gains.
The WSJ report relates that, in the first quarter of this year,
Mr. Horton said, "I think we'll be back to profitability,"
assuming fuel prices and the economy cooperate.  He said 2012's
final quarter "capped a very successful year" for AMR as it
essentially completed its financial restructuring and met or
exceeded the goals it set after it filed for bankruptcy-court
protection in late 2011.

The report relates Mr. Horton declined to answer questions about
discussions with US Airways Group Inc. about a possible merger as
the vehicle to take AMR out of Chapter 11 court protection, citing
nondisclosure agreements in place with US Airways, AMR creditors
and other parties.  He said early this month that AMR's evaluation
of that alternative will be concluded within a matter of weeks.

In the latest quarter, AMR swung to a fourth-quarter profit after
recording positive one-time items of $350 million from an income-
tax benefit and the settlement of a commercial dispute.  Still,
the company posted an annual loss of $1.88 billion, mostly on a
net $1.7 billion in reorganization-related and other charges. But
AMR achieved 2012 revenue of $24.9 billion, the highest in its
history, the WSJ report.


AMERICAN AIRLINES: City of St. Louis Settlement Approved
--------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved a settlement
between American Airlines Inc. and the City of St. Louis.

The settlement was hammered out in connection with their pre-
bankruptcy contracts, one of which is a 2007 cargo city lease
agreement.

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

Both sides also agreed to release each other from all claims
except as provided for in the court-approved settlement.  The
settlement is formalized in a 22-page agreement, which can be
accessed for free at http://is.gd/A8Bfci

                         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: Wayne County Airport Settlement Approved
-----------------------------------------------------------
American Airlines Inc. obtained a court order approving an
agreement with Wayne County Airport Authority to cancel their
lease contract.

The contract dated June 1, 2010 allowed American Airlines to
lease a facility at the Detroit Metropolitan Wayne County
Airport.

AMR Corp., the parent of American Airlines, had said the contract
is no longer necessary to maintain the airline's business
operations at the Detroit airport.

                         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: Proposes Husch Blackwell as Special Counsel
--------------------------------------------------------------
AMR Corp. filed an application seeking authority to employ Husch
Blackwell LLP as its special counsel.

Husch Blackwell has provided legal services to AMR as an
"ordinary course" professional since the company's bankruptcy
filing.  Its fees, however, exceeded the $50,000 fee cap for
firms employed by AMR to provide services in the ordinary course
of business, prompting the company to file the application
pursuant to Section 327 of the U.S. Bankruptcy Code.

The firm will continue to provide the same services, which
involve the negotiation and documentation of various transactions
related to the purchase, financing and maintenance of aircraft
and engines.

Husch Blackwell will be paid on an hourly basis and will be
reimbursed for work-related expenses.  The hourly rates range
from $210 to $940 for partners; $220 to $605 for counsel; $180 to
$475 for associates; $120 to $305 for paraprofessionals; and $35
to $365 for certain other technical support.

The firm does not represent interest adverse to AMR, according to
a declaration by David Agee, Esq., a partner at Husch Blackwell.

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

                         American Airlines

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

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

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

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

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

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

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

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


APEX TOOL: Moody's Assigns 'B2' CFR; Rates Secured Loans 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned B2 corporate family rating and
B2-PD probability of default rating to Apex Tool Group, LLC, B1
rating to the company's first lien senior secured credit
facilities, consisting of $175 million revolver due 2018 and $835
million term loan due 2020, and B3 rating to $450 million senior
unsecured notes due 2021. The rating outlook is stable.

The following rating actions have been taken:

  Corporate family rating, B2 assigned;

  Probability of default rating, B2-PD assigned;

  $175 million senior secured revolving credit facility due 2018,
  B1, LGD3-37% assigned;

  $835 million senior secured term loan facility due 2020, B1,
  LGD3-37% assigned;

  $450 million senior unsecured notes due 2021, B3, LGD5-74%
  assigned;

The rating outlook is stable.

Ratings Rationale

Apex Tool Group LLC was created as a joint venture between Danaher
Tool Group and Cooper Industries' Cooper Tools in July 2010. The
proposed financing is being arranged as a part of $1.55 billion
acquisition of the company by Bain Capital Partners LLC. The
financing consists of $1,010 million first lien senior secured
credit facilities that include an $835 million term loan due 2018
and a $175 million revolver due 2020, $450 million senior
unsecured notes due 2021, as well as $374 million equity
contribution. The closing of the acquisition is subject to
regulatory approvals in China.

The B2 corporate family rating reflects Apex' high adjusted debt-
to-EBITDA and adjusted debt-to-capitalization leverage, small
equity base, relatively modest operating margins, very competitive
industry, cyclicality of various end markets and limited time as a
standalone entity. As a result of this leveraging transaction, the
adjusted debt-to-EBITDA will be near 6.0x, while the adjusted pro
forma debt-to-capitalization ratio will approach 77.5%, a level
somewhat elevated for the rating category.

On the other hand, the ratings reflect the company's solid market
positions it enjoys within its hand and power tool business
segments, breadth of product offerings and brand names, free cash
flow generation and good liquidity profile, as well as Moody's
expectation that solid fundamentals in its end markets will help
the company continue building its size and scale and expand its
profitability by enhancing cost efficiencies. Apex' ratings are
also supported by its global reach, extensive operational
footprint and distribution channels as well as diversity of
customers and industries served.

The company has good liquidity supported by the availability under
its $175 million senior secured revolving credit facility, annual
free cash flow generation, lack of debt maturities until 2018, and
the expectation that Apex will have reasonable room under its
4.75x senior secured net leverage covenant in the credit
agreement, applicable only if more that $35 million under the
credit facility is utilized. The company's liquidity is
constrained by limited cash balances ($25 million expected at
close of the transaction), as well as higher seasonal working
capital needs that may weaken cash flow.

The stable outlook reflects Moody's expectation that the
accommodating end market conditions will result in growing
revenues and earnings for the company, therefore allowing it to
de-lever using free cash flows.

Upward rating pressure could result if the company builds size and
scale, de-levers to below 5.0x adjusted debt-to-EBITDA, if
adjusted EBITA-interest coverage ratio exceeds 3.0x and adjusted
free cash flow-to-debt exceeds 5% on a sustainable basis, while
liquidity remains solid.

Downward pressure on the rating could occur if the company's
adjusted debt-to-EBITDA rises above 6.0x, adjusted debt-to-
capitalization remains above 70% for an extended period of time,
EBITA-to interest coverage is below 2.0x, or if liquidity weakens
significantly.

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

Apex Tool Group, LLC, headquartered in Sparks, MD, is a global
manufacturer of hand and power tools for commercial, industrial
and do-it-yourself customers. Apex was established as a joint
venture between Danaher Tool Group and Cooper Industries' Cooper
Tools in July 2010. The company is currently being acquired by the
private equity sponsor, Bain Capital Partners LLC. Apex operates
two business segments: Hand Tools Segment that produces mechanic
tools and trade tools, and represents about 73% of its total
revenues, and Power Tools Segment that produces electric and
pneumatic fastening and torque controlling tools, drilling,
cutting, and materials removal tools, and soldering tools, and
represents 27% of total revenues. The company serves customers in
automotive, aerospace, electronics, hardware, energy, and consumer
retail industries. Apex has operations North America, Europe,
Asia, Australia and Latin America and distributes its products in
121 countries. In the LTM period ending September 28, 2012, the
company generated about $1.5 billion in revenues and $232 million
in EBITDA.


APEX TOOL: S&P Assigns Prelim. 'B' CCR, Rates New Loans 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B' corporate credit rating to Sparks, Md.-based Apex
Tool Group LLC.  The rating outlook is stable.

"At the same time, we assigned our preliminary 'B' issue-level
rating (the same as the corporate credit rating) to the company's
proposed $175 million revolving credit facility due 2017 and its
proposed $835 million term loan due 2019.  The preliminary
recovery rating is '3', indicating our expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default," S&P noted.

In addition, S&P assigned its preliminary 'B-' issue-level rating
(one notch below the corporate credit rating) to the company's
proposed $450 million senior unsecured notes due 2021.  These
notes are co-issued by Apex Tool Group Finance Inc.  The
preliminary recovery rating is '5', indicating S&P's expectation
of modest (10% to 30%) recovery for noteholders in the event of a
payment default.  Proceeds from these offerings will be used to
fund Bain Capital's acquisition of Apex.  Total consideration for
the acquisition is approximately $1.6 billion.  (For the complete
recovery analysis, see S&P's recovery report to be published on
RatingsDirect following this report.)

"The preliminary corporate credit rating on Apex Tool Group LLC
reflects what we consider to be the combination of Apex's 'fair'
business risk profile and 'highly leveraged' financial risk
profile," said Standard & Poor's credit analyst Thomas Nadramia.
Our view of the company's fair business risk profile is due to a
highly competitive operating environment, the company's exposure
to volatile raw material costs, and reliance on cyclical
industrial and construction markets that drive demand for hand and
power tools.  These factors are somewhat offset by the company's
strong market position in hand tools for use in both consumer and
industrial applications and power tools geared primarily for
industrial applications and OEM markets, significant geographic
and customer diversification, and relatively attractive and
improving EBITDA margins.  Standard & Poor's views Apex's
financial risk profile as highly leveraged given debt to EBITDA
(including adjustments operating leases) of about 5.6x pro forma
for the refinancing.

Apex benefits from a broad set of proprietary and private label
brands sold through direct, retail, and trade channels; a
diversified mix of customers; end markets and geographies; and by
providing natural hedges against downturns in any given account,
end market segment, or region.  The company maintains long-
standing relationships with retailers and distributors in both "Do
it Yourself" and professional tool markets.  The company's largest
customer is Sears Holdings Corp. (CCC+/Stable/--), with about 16%
of total sales, for whom Apex manufactures tools for the Craftsman
tool line.  While S&P believes the Craftsman brand will survive
any adverse developments for Sears, near-term sales could be
adversely affected if Sears downsizes its retail footprint.

As a global manufacturer and distributor of hand and power tools,
Apex manufactures and distributes a range of products (ratchets,
sockets, wrenches, storage boxes, tape measures, electronic and
pneumatic assembly and drilling tools, and soldering and welding
equipment, etc.).  S&P believes the company has the No. 1 or No. 2
market share in most of its products, which are sold under a large
number of recognized private label and proprietary brands.  Auto
manufacturing and repair, residential and commercial construction
activity, aerospace development and maintenance, and general
economic activity drive the demand for Apex's products.

The stable rating outlook reflects S&P's expectation credit
measures will remain consistent with its highly leveraged
financial risk profile with 2013 debt to EBITDA and FFO to debt of
about 5x and 12%, respectively, based on S&P's assumptions of
modest growth and debt repayment from free cash flow.  S&P also
expects Apex will maintain strong liquidity.

S&P could raise its rating on Apex if the company sales and EBITDA
grow more quickly than expected, with resulting cash utilized to
reduce debt resulting in debt leverage sustained well below 5x and
FFO to debt above 12%.  This could occur, under S&P's scenario, if
sales increased in high single digits percentage while the company
continued to improve profit margins by about 100 basis points.

"We consider a negative rating action as unlikely in the near
term, however, we could take one if Apex has weaker-than-expected
end market demand resulting in a decline in volumes or the loss of
one of its major customers, such that total leverage increased to
well above 6x on a sustained basis and liquidity was materially
lessened.  This could occur if 2013 sales growth turned negative
in conjunction with a 200 basis point decline in margins.


ARENA MOTOR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Arena Motor Group, LLC
        aka Arena Mitsubishi
        11227 Reisterstown Road
        Owings Mills, MD 21117

Bankruptcy Case No.: 13-10665

Chapter 11 Petition Date: January 15, 2013

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

Judge: Nancy V. Alquist

Debtor's Counsel: James C. Olson, Esq.
                  10451 Mill Run Circle, Suite 400
                  Owings Mills, MD 21117
                  Tel: (410) 356-8852
                  Fax: (410) 356-8804
                  E-mail: jcolson@msn.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mdb13-10665.pdf

The petition was signed by Max Lipman, president and sole member.


ASCENDANT UNIVERSAL: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Ascendant Universal Fund I, LLC
        54440 W. Sahara Ave. Third Floor
        Las Vegas, NV 89146

Bankruptcy Case No.: 13-10320

Chapter 11 Petition Date: January 14, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Byron E. Thomas, Esq.
                  MASON & ASSOCIATES
                  5440 W. Sahara Ave., Suite 313
                  Las Vegas, NV 89146
                  Tel: (702) 836-9696
                  Fax: (702) 836-9699
                  E-mail: cathy@lawbymason.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Shawn Wright, manager.


ATP OIL: Jan. 31, 2013 Set as General Claims Bar Date
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
established Jan. 31, 2013, as the deadline for any individual or
entity to file proofs of claim against ATP Oil & Gas Corporation.

The Court set Feb. 14, as the governmental bar date.

Proofs of claim must be filed with the Debtor's claims agent:

         ATP OIL & Gas Corp.
         Claims Processing Department
         KURTZMAN CARSON CONSULTANTS LLC
         2335 Alaska Avenue
         El Segundo, CA 90245

                            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.  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.  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.

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.


AURA SYSTEMS: Incurs $2.1 Million Net Loss in Nov. 30 Quarter
-------------------------------------------------------------
Aura Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.15 million on $1.21 million of net revenues for the three
months ended Nov. 30, 2012, compared with a net loss of
$3.27 million on $527,185 of net revenues for the same period a
year ago.

For the nine months ended Nov. 30, 2012, the Company incurred a
net loss of $8.58 million on $2.28 million of net revenues,
compared with a net loss of $11.09 million on $2.09 million of net
revenues for the same period during the prior year.

Aura Systems incurred a net loss of $14.15 million for the year
ended Feb. 29, 2012, compared with a net loss of $11.19 million
for the year ended Feb. 28, 2011.

The Company's balance sheet at Nov. 30, 2012, showed $3.68 million
in total assets, $22.47 million in total liabilities and a $18.78
million total stockholders' deficit.

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

                        http://is.gd/JLcNv3

                        About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles,
tests and sells its proprietary and patented Axial Flux induction
machine known as the AuraGen(R) for industrial and commercial
applications and VIPER for military applications.

Kabani & Company, Inc., issued a "going concern" qualification on
the financial statements for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has historically
incurred substantial losses from operations, and may not have
sufficient working capital or outside financing available to meet
its planned operating activities over the next twelve months which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


AVIATION CAPITAL: S&P Assigns 'BB+' Rating to $300MM Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB+' rating to Aviation Capital Group Corp.'s (ACG) $300 million
senior notes.  The issue is Rule 144A without registration rights.
The company will use proceeds for general corporate purposes.

"Our ratings on ACG reflect its position as a major provider of
aircraft operating leases and its ownership of new-technology
aircraft with relatively stable asset values.  Inherent risks of
cyclical demand and lease rates for aircraft, as well as a
significant, albeit declining, percentage of encumbered assets,
limit the credit rating.  The ratings on ACG do not incorporate an
explicit parental guarantee from its parent Pacific Life Insurance
Co. (A+/Stable/A-1), owned by Pacific LifeCorp (BBB+/Stable/--).
However, we give one notch of credit for potential support from
the higher-rated parent.  Pacific Life Insurance injected
$350 million of equity into ACG in March 2010.  We characterize
ACG's business risk profile as "satisfactory," its financial risk
profile as "significant," and its liquidity as "adequate" under
our criteria," S&P said.

The outlook is stable.  "We expect ACG's financial profile to
remain relatively consistent through 2013 despite the addition of
several new aircraft over that period funded through incremental
debt.  We don't consider an upgrade likely until lease rates for
aircraft lessors begin to demonstrate sustainable improvement,
resulting in funds from operations (FFO) to debt approaching 10%
on a sustained basis, or Pacific Life chooses to operate ACG at a
lower level of leverage.  Although we don't consider it likely, we
could lower the ratings if FFO to debt declined to below 6% on a
sustained basis because of global economic weakness, particularly
in Europe, resulting in weaker demand for aircraft, which would
likely pressure lease rates and cash flow.  We could also lower
the ratings if we believe Pacific Life is likely to reduce its
support," S&P added.

RATINGS LIST

Aviation Capital Group Corp.
Corporate credit rating                       BBB-/Stable/--

Ratings Assigned

Aviation Capital Group Corp.
$300 mil sr unsecured notes                   BB+


BABCOCK & WILCOX: NNSA Contract Loss No Impact Moody's Ba1 Rating
-----------------------------------------------------------------
The Babcock & Wilcox Company (B&W) was recently notified by the
National Nuclear Security Administration (NNSA) that its team was
not selected to lead the combined Management & Operating (M&O)
contract for the Y-12 National Security Complex and Pantex Plant
says Moody's Investors Service. B&W has maintained a contract with
the NNSA for the management and operation of these facilities for
the past 12 years. B&W also recently initiated a quarterly
dividend and announced a share repurchase program. Moody's views
these actions as credit negative, but does not expect the recent
shareholder friendly initiatives or the potential loss of this
contract to affect the credit ratings of B&W due to several
mitigating factors.


BILLMYPARENTS INC: William Hernandez Joins as Director
------------------------------------------------------
William Hernandez, 55, has joined the Board of Directors of
BillMyParents, Inc, effective Jan. 8, 2013.  Mr. Hernandez was
appointed as the Company's President on Nov. 12, 2012.

Mr. Hernandez brings over 30 years' experience in the global
financial services, payments, transaction processing, card
network, and brokerage industries.  From 2008 to 2012, Mr.
Hernandez was President and CEO of Conifer Consulting Group, a
unique financial services and payments consulting company that
provides a broad range of strategic and project-based services to
financial institutions supporting credit and debit card
portfolios, card associations, private label card issuers, payment
products companies, merchant acquirers, processors, retail bank
and merchants to the US and global markets.

                        About BillMyParents

San Diego, Calif.-based BillMyParents, Inc., markets prepaid cards
with special features aimed at young people and their parents.
BMP is designed to enable parents and young people to collaborate
toward the goal of responsible spending.

BillMyParents incurred a net loss and comprehensive net loss of
$25.71 million for the year ended Sept. 30, 2012, compared with a
net loss and comprehensive net loss of $14.21 million during the
prior year.

The Company's balance sheet at Sept. 30, 2012, showed $5.78
million in total assets, $20.77 million in total liabilities, all
current, $789,569 in redeemable common stock, $8.36 million in
redeemable Series B convertible preferred stock, and a $24.15
million total stockholders' deficiency.

BDO USA, LLP, in La Jolla, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2012.


BIOZONE PHARMACEUTICALS: Files Amendment No. 5 to 8.3MM Prospectus
------------------------------------------------------------------
Biozone Pharmaceuticals, Inc., filed an amendment no.5 to the Form
S-1 with the U.S. Securities and Exchange Commission relating to
the sale by Aero Liquidating Trust of up to 8,345,310 shares of
the Company's common stock.  All of these shares of the Company's
common stock are being offered for resale by the selling
stockholder.

The prices at which the selling stockholder may sell shares will
be determined by the prevailing market price for the shares or in
negotiated transactions.  The Company will not receive any
proceeds from the sale of these shares by the selling stockholder.

The Company will bear all costs relating to the registration of
these shares of its common stock, other than any selling
stockholder's legal or accounting costs or commissions.

The Company's common stock is quoted on the Over-the-Counter
Bulletin Board under the symbol "BZNE.OB".  The last reported sale
price of the Company's common stock as reported by the OTC
Bulletin Board on Jan. 10, 2013 , was $3.75 per share.

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

                        http://is.gd/qgqw8o

                   About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Paritz and Company. P.A., in Hackensack,
N.J., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company does not have sufficient cash balances to meet working
capital and capital expenditure needs for the next twelve months.
In addition, as of Dec. 31, 2011, the Company has a shareholder
deficiency and negative working capital of $4.37 million.  The
continuation of the Company as a going concern is dependent on,
among other things, the Company's ability to obtain necessary
financing to repay debt that is in default and to meet future
operating and capital requirements.

Biozone reported a net loss of $5.45 million in 2011, compared
with a net loss of $319,813 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$8.25 million in total assets, $8.33 million in total liabilities
and a $74,927 total shareholders' deficiency.


BRIAN GEORGE: 6th Cir. BAP Affirms Summary Judgment in Hogans Suit
------------------------------------------------------------------
The U.S. Bankruptcy Appellate Panel for the Sixth Circuit affirmed
a bankruptcy court's order granting partial summary judgment and
excepting from discharge for fraud under 11 U.S.C. Sec.
523(a)(2)(A), damages in the amount $171,000.  The amount is a
portion of the $513,000 in total damages awarded by a Colorado
state court to Michael Hogan and Anette Hogan in their dispute
with Brian Keith George and Olga George.

The Hogans sued the Georges and other defendants in the first
District Court of Jefferson County, Colorado (Case No. 07 CV 6520)
alleging (1) Misrepresentation/Fraud in the Inducement; (2) Breach
of Contract; (3) Negligent Misrepresentation; and (4) Breach of
Statutory Duty; (5) Civil Conspiracy; (6) Bad Faith Violation of
the Colorado Consumer Protection Act; and (7) Exemplary Damages,
related to the Hogans' purchase of property from the Defendants.
Subsequent to the filing of an amended State Court complaint, the
Georges filed a case under chapter 13.  The chapter 13 case was
voluntarily dismissed by an order entered on Sept. 12, 2008.
After the chapter 13 case was dismissed, the Hogans resumed the
Colorado litigation.

After the Georges' Chapter 11 bankruptcy filing, the Hogans on
April 28, 2009, filed an adversary complaint seeking to have the
$513,000 debt owed to them by the Debtors based upon a Colorado
State Court Judgment, declared nondischargeable pursuant to 11
U.S.C. Sec. 523(a)(2) and (a)(6).

On Aug. 26, 2009, the Hogans moved for summary judgment on their
complaint.  The Hogans argued that all the elements necessary to
prove their claims for fraud and negligent misrepresentation under
11 U.S.C. Sec. 523(a)(2)(A), and for willful and malicious injury
to property under Sec. 523(a)(6), were actually litigated and
determined by the jury in the Colorado litigation.  The Hogans,
therefore, that the Amended Complaint, the jury instructions,
verdicts and State Court Judgment provide a basis for finding the
Colorado Judgment nondischargeable under 11 U.S.C. Sec.
523(a)(2)(A) and (a)(6).

On Nov. 12, 2009, the bankruptcy court issued a memorandum opinion
and order granting summary judgment on the Hogans' claim under
Sec. 523(a)(2)(A), but denying summary judgment on the Hogans'
claim under Sec. 523(a)(6).  Although the Colorado litigation
resulted in a judgment totaling $513,000, the bankruptcy court
only awarded summary judgment on the Hogans claim for damages of
$171,000 and for punitive damages in the amount of $187,000, based
on their claim for fraud under Sec. 523(a)(2)(A). The bankruptcy
court considered all the elements of fraud under Colorado law and
found that these elements satisfied the requirements for
determining nondischargeability under Sec. 523(a)(2)(A).

The bankruptcy court, however, concluded that there were genuine
issues of fact that precluded a finding of summary judgment on the
Hogans' claim for willful and malicious injury to property under
Sec. 523(a)(6).  The bankruptcy court reasoned that summary
judgment could not be granted because the Hogans had failed to
show that the debt set forth in the Colorado Judgment was based on
an injury that was both willful and malicious. The bankruptcy
court examined the jury instructions and pointed out that the jury
in the Colorado litigation had been asked to determine whether the
injury to the Hogans was either willful or malicious, but not
both, as required under Sec. 523(a)(6).  Therefore, the bankruptcy
court held that the Colorado Judgment does not have preclusive
effect on the issue of willful and malicious conduct.

The bankruptcy court also denied summary judgment on the Hogans'
claim for negligent misrepresentation under Sec. 523(a)(2)(A)
because this section of the Bankruptcy Code does not include a
cause of action for negligent misrepresentation.  The bankruptcy
court held that the Colorado Judgment does not have preclusive
effect on the issue of negligent misrepresentation.

The appellate case is, Michael Hogan and Anette Hogan, Appellants,
v. Brian Keith George and Olga George, Appellees, No. 12-8013 (6th
Cir. BAP).  A copy of the Court's Jan. 11, 2013 Opinion is
available at http://is.gd/xezGJUfrom Leagle.com.  Chief
Bankruptcy Appellate Panel Judge Marci B. McIvor wrote the
opinion.

Thomas L. Canary, Jr., Esq., at Mapother & Mapother, P.S.C., in
Lexington, Kentucky, represent the Hogans.

John E. Davis, Esq., at Davis Law Office, in Lexington, Kentucky,
represent the Georges.

Brian Keith George and Olga George filed a Chapter 11 petition on
March 23, 2009, which was subsequently converted to a case under
Chapter 7 on Oct. 21, 2009.  The bankruptcy case was assigned to
Judge William S. Howard.


BRIER CREEK: Court Halts Arbitration Ahead of Plan Hearing
----------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse stayed arbitration
involving Brier Creek Corporate Center Associates Limited
Partnership and its affiliates, and Bank of America N.A., pending
a hearing on confirmation of the Debtors' plan of reorganization.
Judge Humrickhouse held that the arbitration acts as "a
significant threat to thwart or frustrate the debtor's
reorganization efforts."

On Oct. 13, 2011, the Debtors and other affiliated entities filed
a complaint in state court alleging 15 claims for relief against
Bank of America relating to certain loans the bank made to the
Debtors.  On Jan. 13, 2012, Bank of America responded to the
complaint by denying liability as to all 15 claims and asserting
its own claims against the Plaintiffs including those that
guaranteed the note obligations.

After the Debtors' bankruptcy filing in March 2012, Bank of
America filed a Motion to Compel Arbitration and Stay Proceedings
relating to the state court litigation.  The Plaintiffs later
removed the litigation to the Bankruptcy Court.

On Dec. 7, 2012, Bank of America filed a separate demand for
arbitration with the American Arbitration Association against
Riprand Count Arco, Paul L. Herndon, Michael J. Fahey, Amommarc
II, LLC, Brian C. Briody, Barry R. James, Duncan H. Lewison, and
Petr Vasicko -- Arbitration Respondents.  With the exception of
Amommarc II, LLC, each of the Arbitration Respondents is either a
current or former officer of American Asset Corporation, one of
the Plaintiffs and an affiliate of the Debtors.  AAC is the
property manager of the Debtors and oversees the day-to-day
management and development of the Debtors' properties.  On Jan. 2,
2013, the Debtors asked the Bankruptcy Court to stay the
arbitration against the Arbitration Respondents.

In ruling for the Debtors, Judge Humrickhouse cited the intricate
relationship between the Debtors and the Arbitration Respondents,
and because of that, the automatic stay under 11 U.S.C. Sec.
362(a)(1) applies to the arbitration against the Arbitration
Respondents.  The judge held that Mr. Herndon and Count Arco, two
of the Arbitration Respondents, play an integral role in the day-
to-day operations of the Debtors.  Thus, while the arbitration is
based on the Arbitration Respondents' status as guarantors, the
prosecution of it will have significant effects on the Debtors'
ability to successfully reorganize.

Judge Humrickhouse also noted that the issues presented in the
arbitration are identical to those presented in the Adversary
Proceeding.  Accordingly, preparation for the prosecution of the
Adversary Proceeding is identical to preparation for the defense
of the arbitration, both of which rely heavily on the resources
and workforce of the Debtors.  The preparation, the judge said,
would be required at a time when the Bankruptcy Cases are at a
"critical juncture," with confirmation hearings scheduled to occur
in March 2013.

"Finally, and most importantly," according to Judge Humrickhouse,
the Debtors' reorganization has depended and will continue to
depend upon financing from AAC Property Investment Fund, LLC, and
AAC Retail Property Development and Acquisition Fund, LLC.  The
financial stability and long term funding of PIF and Retail
Funding is dependent upon Key Bank's underwriting assessment of
Herndon and Count Arco.  Actual litigation against Herndon and
Count Arco will detrimentally affect that assessment. Thus, the
arbitration significantly threatens the Debtors' ability to
maintain sufficient financing necessary to fund a feasible
reorganization plan, and continued prosecution of it will place
the Debtors' chances at achieving a successful reorganization in
serious doubt.

A copy of the Court's Jan. 14, 2013 Order is available at
http://is.gd/fKekZ1from Leagle.com.

                    About Brier Creek Corporate

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

The other debtors are Brier Creek Office #4, LLC; Brier Creek
Office #6, LLC; Service Retail at Brier Creek, LLC; Service Retail
at Whitehall II Limited Partnership; Shopton Ridge 30-C, LLC;
Whitehall Corporate Center #4, LLC; Whitehall Corporate Center #5,
LLC; and Whitehall Corporate Center #6, LLC.

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

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

Brier Creek's other affiliated entities are Cary Creek Limited
Partnership; Shopton Ridge Business Park Limited Partnership; AAC
Retail Property Development and Acquisition Fund, LLC; American
Asset Corporation Companies Limited; and American Asset
Corporation. Cary Creek Limited Partnership filed a voluntary
petition on Jan. 3, 2013.  By order entered Jan. 10, 2013, the
bankruptcy case of Cary Creek Limited Partnership was consolidated
with the other debtors's cases and all of the cases are now being
jointly administered for procedural purposes only.


CAPITOL BANCORP: Committee Taps Harrington for Canal Air Issues
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized the Official Committee of Unsecured Creditors of
Capitol Bancorp. Ltd., et al., to retain Harrington Dragich PLLC
as the Committee's special counsel.

Harrington Dragich will perform legal services on behalf of the
Committee for the limited purpose of advising it with regard to
issues related to Canal Air, LLC's motion for an order granting
leave to file proof of claim after the bar date, and matters
regarding General Electric Capital Corporation.

Canal Air is an affiliate of GECC.

The hourly rates of Harrington Dragich's personnel are:

         Members                $350
         Associates             $250

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

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., of Foley & Lardner LLP
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

The Debtor's plan would exchange debt and trust-preferred
securities for equity.  Holders of $6.8 million in senior notes
would see a full recovery by receipt of new stock.  Holders of
$151.3 million in trust-preferred securities would take equity
worth $50 million, for a one-third recovery.  Holders of $5
million in preferred stock would have a 20% recovery from new
equity, while common stockholders would take stock worth
$15 million.


CASHAY LLC: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Cashay, LLC, a California limited liability company
        4706 Ruffner Street
        San Diego, CA 92111

Bankruptcy Case No.: 13-00346

Chapter 11 Petition Date: January 15, 2013

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

Debtor's Counsel: John L. Smaha, Esq.
                  SMAHA LAW GROUP, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  E-mail: jsmaha@smaha.com

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

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

A copy of the Company's list of its five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/casb13-00346.pdf

The petition was signed by Jay Warren, managing member.


CENTENNIAL BEVERAGE: Meeting of Creditors on Jan. 24
----------------------------------------------------
There's a meeting of creditors of Centennial Beverage Group, LLC,
on Jan. 24, 2013, at 10:00 a.m. at Dallas, Room 976.  Proofs of
claim are due by April 24, 2013, according to the notice of the
Sec. 341 meeting.

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 Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) on Dec. 17, 2012, amid lower sales
brought by competition from big-box retailers.

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

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

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


CHINA SHEN: NYSE MKT Extends Listing Compliance Date to April 24
----------------------------------------------------------------
China Shen Zhou Mining & Resources, Inc. on Jan. 16 disclosed that
the Company received notice from the NYSE MKT LLC advising that
China Shen Zhou's plan to regain compliance previously submitted
to the Exchange has been approved with an extended compliance date
of April 24, 2013.

On October 24, 2012, the Company received notice from the NYSE
Amex advising that it was not in compliance with Section
1003(a)(iv) continued listing standards, which applies if a listed
company has sustained losses that are substantial in relation to
its overall operations or its existing financial resources.

The Company presented a plan of compliance to the Exchange on
November 30, 2012 and has provided supplemental information as
requested.  On January 11, 2013, the Exchange communicated that it
accepted the Company's plan of compliance and granted the Company
an extension until April 24, 2013 to regain compliance with the
continued listing standards.  The Company will be subject to
periodic review by the Exchange Staff during the extension period.
Failure to make progress consistent with the plan or to regain
compliance with the continued listing standards by the end of the
plan period could result in the Company being delisted from the
NYSE Amex.  China Shen Zhou's management fully expects to execute
the plan within the time frame prescribed by the Exchange.

             About China Shen Mining & Resources, Inc.

China Shen Zhou Mining & Resources, Inc., through its
subsidiaries, is engaged in the exploration, development, mining,
and processing of fluorite, barite and nonferrous metals such as
zinc, lead and copper in China.  The Company has the following
principal areas of interest in China: (a) fluorite extraction and
processing in the Sumochaganaobao region of Inner Mongolia;
(b)fluorite and barite extraction and processing in the Wuchuan
County of Guizhou province (c)fluorite and barite extraction and
processing in the Yanhe County of Guizhou province.(d)fluorite
extraction and processing in Jingde County, Anhui Province; (e)
zinc/copper/lead processing in Wulatehouqi of Inner Mongolia; and
(f) zinc/copper exploration, mining and processing in Xinjiang.


CIRCLE ENTERTAINMENT: Chairman and CEO Quits for Personal Reasons
-----------------------------------------------------------------
Robert F.X. Sillerman resigned as Chairman of the Board of
Directors and as Chief Executive of Circle Entertainment effective
Jan. 12, 2013, due to his expanding commitments to other
businesses and for personal reasons.  He will remain as a director
of the Company.

                      About Circle Entertainment

New York City-based Circle Entertainment Inc. has been pursuing
the development and commercialization of its new location-based
entertainment line of business since Sept. 10, 2010, which has and
will continue to require significant capital and financing.  The
Company does not currently generate any revenues from this new
line of business.  The Company has no long-term financing in place
or commitments for such financing to develop and commercialize its
new location-based entertainment line of business.

As reported in the TCR on March 30, 2012, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about
Circle Entertainment'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 limited available cash, has a working capital deficiency and
will need to secure new financing or additional capital in order
to pay its obligations.

The Company's balance sheet at Sept. 30, 2012, showed
$3.09 million in total assets, $22.71 million in total
liabilities, and a $19.62 million total stockholders' deficit.


CLAREMONT VILLAS: Obtains FNMA Preservation Loan Facility
---------------------------------------------------------
Centerline Capital Group announced on Jan. 16 it has provided an
$11 million FNMA Affordable Preservation loan facility to
refinance Claremont Villas, an affordable housing property located
in Claremont, California.

Claremont Villas is a garden-style affordable housing multifamily
facility comprised of five, three-story buildings and a clubhouse,
that includes a total of 154 units.  The property was built in
1994 and was originally financed through a syndication of Low-
Income Housing Tax Credits.  At closing, the property was outside
of the 15-year tax credit compliance period, but within the 55-
year compliance period.  Proceeds from the loan will be used to
pay off existing debt.

"The borrowers came to Centerline when the underwriting process
with another lender stalled," noted Philip Melton, Senior Managing
Director in the Affordable Housing Debt division at Centerline
Capital Group.  "We were able to screen the proposed loan and
identify specific items that would require Fannie Mae Waivers and
approval, and within the first two weeks, Centerline underwriters
had visited the asset and were able to complete the Fannie Mae
delegate underwriting quickly."

The borrower is SP Investments Inc., which is owned by Paul H.
Pfleger, and is one of three entities that comprise Security
Properties (SP).  SP is a privately owned real estate investment,
development and management company focused on multifamily
residential properties.  Since its formation in 1969, SP and its
partners have invested over $1 billion of equity in multifamily
residential real estate, representing a portfolio value in excess
of $3 billion.

"Centerline demonstrated a high level of competence in this rather
complicated, income-restricted housing refinance, enabling
Security Properties to outperform its original execution," added
Ilya Gamel, Director of Security Properties' Affordable Housing
Group.

"Claremont Villas is located in Los Angeles County, in a strong
multifamily market with rents that are below the market average
which provided a great upside to our client," commented Suzanne
Cope, SVP of Debt Originations at Centerline Capital Group.  "Our
team worked quickly to secure proper financing for the borrower --
a successful local owner-operator.  We were pleased to see this
deal go from app to close in just over 50 days."

The property is professionally managed by Madrona Ridge
Residential, a Security Properties-affiliated property management
firm that manages 5,500 units.

Parking at Claremont Villas is provided by a total of 118 surface
spaces, including 8 ADA spaces. Property amenities include a two-
story clubhouse, laundry room, lounge area, community room,
outdoor swimming pool, barbeque area, spa, recreation area and
controlled access.

Centerline is a Fannie Mae DUS lender, Freddie Mac seller-
servicer, FHA-approved mortgage provider and source for other
forms of debt and equity.

                 About Centerline Capital Group

Centerline Capital Group -- http://www.centerline.com-- is a
subsidiary of Centerline Holding.  It provides real estate
financing and asset management services focused on affordable and
conventional multifamily housing.  It offers a range of both debt
financing and equity investment products, as well as asset
management services to developers, owners, and investors.
Centerline is structured to originate, underwrite, service,
manage, refinance or sell through all phases of an asset's life
cycle.


COMMERCIAL MANAGEMENT: Welsch Cos. to Assist in Apartment Sale
--------------------------------------------------------------
Brian F. Leonard, the Chapter 11 Trustee of Commercial Management,
LLC, sought and obtained approval from the U.S. Bankruptcy Court
to employ Welsch Companies dba Colliers International/
Minneapolis-St. Paul, to represent him in connection with selling
the Buena Vista apartment complex located in Richfield, Minnesota
which is owned by the Debtor.

The Chapter 11 Trustee believes that the bankruptcy estate's best
interest would be served by retaining Colliers to represent the
Trustee in such matters. Colliers is experienced in such work and
is agreeable to performing such services for a commission of .5%
of the gross sales price, or alternatively, a 1.0 % commission of
the gross sales price if a buyer's broker is involved, with such
compensation being subject to final allowance by the Court.

Ted Bickel attests that Colliers is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                   About Commercial Management

Commercial Management, LLC, owns a 410-unit apartment complex
located in Richfield, Minn., under the trade name of Buena Vista
Apartments.  Buena Vista is 99% occupied and has approximately
eight full time employees, and a small number of part-time
employees. Buena Vista is managed by The Wirth Company.

The appraised value of Buena Vista is $28 million.  As of the
Petition Date, secured creditor U.S. Bank claims the Debtor owes
it $20.3 million.

Commercial Management filed a Chapter 11 petition (Bankr. D. Minn.
Case No. 12-42676) in its hometown in Minneapolis on May 2, 2012.

Related entities that have pending bankruptcy cases are Jeffrey J.
Wirth (Case No. 12-42368), Palmer Lake Plaza, LLC (Case No.
12-42266), Tomah Hospitality, LLC (Case No. 12-10894), and Tomah
Hotel Properties, LLC (Case No. 12-10895).

Judge Nancy C. Dreher presides over the case.  Commercial
Management tapped Neal L. Wolf and the law firm of Neal Wolf &
Associates, LLC as bankruptcy counsel.  The Debtor also hired the
Law Offices of Neil P. Thompson, in Minneapolis, as local counsel.

Brian F. Leonard, the Chapter 11 trustee, obtained approval from
the U.S. Bankruptcy Court to employ David A. Lutz as special
counsel.

The Chapter 11 trustee's bankruptcy counsel can be reached at:

         Matthew R. Burton, Esq.
         LEONARD, O'BRIEN, SPENCER GALE & SAYRE, LTD.
         100 South 5th Street, Suite 2500
         Minneapolis, MN 55402
         Tel: (612) 332-1030


CONSOLIDATED TRANSPORT: Has $4.75-Mil. in Financing
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
approved, on a final basis, the stipulation and agreement relating
to Consolidated Transport Systems, Inc., et al.'s motion to obtain
postpetition financing and use of cash collateral.

The agreement entered between the Debtors and Marquette
Transportation Finance, Inc., provides for, among other things:

   -- a borrowing of up to $4,750,000 to fund the Debtors'
      operating expenses;

   -- after Oct. 30, 2012, no portion of the postpetition
      indebtedness will be used to fund fees or expenses incurred
      by any entity, including the Debtors and professionals, in,
      among other things: (i) preventing, hindering or delaying
      the lender's enforcement or realization upon any of the
      prepetition collateral or postpetition collateral once a
      postpetition event of default has occurred; and (ii)
      incurring indebtedness without the lender's consent or by
      order of the Court; and

   -- as adequate protection from any diminution value of the
      lender's collateral, the Debtor will grant replacement liens
      on of the Debtors' present and future accounts.

As of the Petition Date, the Debtors owed the lender approximately
$3,115,640 plus costs and expenses.

A copy of the terms of the stipulation is available for free at
http://bankrupt.com/misc/CONSOLIDATETRANSPORT_CC_finalorder_b.pdf

The Court entered a separate order authorizing the Debtors to use
cash collateral for payment its postpetition payroll and
prospective federal heavy use tax.

                   About Consolidated Transport,
                      Tandem Transport et al.

Michigan City, Indiana-based trucking company Consolidated
Transport Systems, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ind. Case No. 12-32940) on Aug. 16, 2012.  Walter G & Carolyn Bay
owns 87.3% of the privately held Debtor.

Tandem Transport Corp., and two affiliates Transport Investment
Corporation, and Tandem Eastern, Inc., sought Chapter 11
protection (Bankr. N.D. Ind. Case Nos. 12-33135 to 12-33137) on
Aug. 31, 2012.

The Companies and their predecessors have provided for-hire
freight services throughout the United States since 1945.  The
largest portion (75%) of the Companies' business consists of
hauling building materials, with the balance consisting of
transporting steel (20%) and other miscellaneous freight such as
stone, salt, and machinery (5%).  The bulk of the Companies' loads
are received and delivered east of the Mississippi River, although
they have general commodities authority for the lower 48 states.
The Companies have intrastate authority for the states of Georgia,
Illinois, Indiana, Kentucky, Michigan, Missouri, North Carolina,
Ohio, Tennessee and Texas.

The Companies operate as a combined enterprise.  Consolidated owns
the fleet of roughly 275 tractors and 330 trailers.  It also
employs office staff of 66 employees.  The corporate headquarters
is located in Michigan City, Indiana while their executive office
is located in St. Louis, Michigan.  Transport is the operating
company which provides logistics to customers and also brokers
freight.  Eastern employs 246 drivers, while Investment employs 10
mechanics.

Consolidated initiated its chapter 11 proceeding to prevent any
actions by equipment lenders such as repossession of equipment
that would threaten the Companies' operations and viability while
they restructure their respective operations.  Transport,
Investment and Eastern filed their chapter 11 proceedings to give
them the necessary breathing room provided by the Bankruptcy Code,
as well as a single forum to allow them to effectively restructure
their operations.

Consolidated disclosed $17,207,923 in assets and $11,559,933 in
liabilities as of the Chapter 11 filing and affiliate, Tandem
Eastern, Inc., disclosed $40,652 in assets and $56,119 in
liabilities. Transport Investment estimated less than $50,000 in
assets and up to $50 million in liabilities.  Two other entities
that filed are Transport Investment Corporation and Tandem
Eastern, Inc.

Judge Harry C. Dees, Jr. presides over the cases.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana, serve as the Debtors'
counsel.  O'Keefe & Associates Consulting, LLC, as financial
advisors,  The petition was signed by Jeffrey T. Gross, president.


CROSSMARK HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Plano, Tex.-based CROSSMARK Holdings Inc.  The
outlook is stable.

"At the same time, we assigned our 'B' issue ratings and '4'
recovery ratings to the company's $75 million first-lien revolving
credit facility due 2017 and its $310 million first-lien term loan
due 2019.  The '4' recovery ratings indicates our expectation for
average recovery (30% to 50%) for first-lien lenders in the event
of a payment default.  We also assigned our 'CCC+' issue rating
and '6' recovery rating to the company's $105 million second-lien
term loan due 2020.  The '6' recovery rating indicates our
expectation for negligible recovery (0% to 10%) for second-lien
lenders in the event of a payment default," S&P said.

S&P estimates the company has about $415 million in reported debt
outstanding following the transaction.

The ratings on CROSSMARK reflect Standard & Poor's assessment that
the company's business risk profile will remain "fair."  The
ratings also reflect S&P's assessment that the company's financial
risk profile is "highly leveraged," based on its forecast for
credit ratios to remain weak, S&P's opinion that financial policy
is "very aggressive," and S&P's view that liquidity is "adequate."

"While the company participates in an industry with attractive
growth prospects, we believe it will remain a distant number three
competitor behind Advantage Sales & Marketing Inc. (B+/Stable/--)
and Acosta Inc. (B+/Stable/--) for at least the next few years,"
said Standard & Poor's credit analyst Brian Milligan.

The outlook is stable, which reflects Standard & Poor's
expectation that credit ratios will modestly improve during 2013
and 2014 as additional outsourcing continues.


DENNY'S CORP: 7th Straight Quarter of Positive Sales
----------------------------------------------------
Denny's Corporation was slated to present at the 15th Annual ICR
XChange Investor Conference at the Fontainebleau Miami Beach hotel
today, Jan. 16, 2013.  Investors and interested parties may access
a copy of the presentation in the Investor Relations section of
Denny's Web site at ir.dennys.com.

The Company is providing preliminary results for the fourth
quarter and full year ended Dec. 26, 2012, on same-store sales and
unit openings.  Denny's achieved its seventh consecutive quarter
of positive system-wide same-store sales and second consecutive
year of positive system-wide same-store sales.  In the fourth
quarter, Denny's franchisees opened 12 new units, closed 11
restaurants and purchased eight company-owned restaurants.  In
addition, the Company opened one new unit, acquired one franchised
unit, and closed one restaurant.  For the full year, Denny's
opened 40 new units, including six international units.  Denny's
closed a total of 37 units during 2012 for net system unit growth
of three units, which is the fourth consecutive year of positive
net system growth for the brand.

                                    Quarter
                                     Ended      Year Ended
  Preliminary Results               12/26/12     12/26/12
  -------------------               --------    ----------
  Same-Store Sales
  Franchised Restaurants              1.9%          1.5%
  Company Restaurants                 0.5%          0.2%
  System-wide Restaurants             1.7%          1.3%

  Units Opened                         13            40
  Franchised & Licensed                12            39
  Company                               1             1

  Units Refranchised                    8            36

Denny's is reiterating its full year 2012 guidance for Adjusted
EBITDA* between $77 million and $80 million, and Adjusted Income
Before Taxes* between $45 million and $48 million.  Denny's
expects to release financial and operating results for its fourth
quarter and year ended Dec. 26, 2012, after the market closes on
Wednesday, Feb. 20, 2013.

                      About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company's balance sheet at Sept. 26, 2012, showed
$325.85 million in total assets, $325.29 million in total
liabilities and $563,000 in total shareholders' equity.

The Company said in its annual report for the year ended Dec. 28,
2011, that as the Company is heavily franchised, its financial
results are contingent upon the operational and financial success
of its franchisees.  The Company receives royalties, contributions
to advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

                           *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service.


DIGITALGLOBE INC: Moody's Affirms 'Ba3' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service affirmed DigitalGlobe, Inc.'s Corporate
Family Rating (CFR) at Ba3 and upgraded the Probability of Default
Rating (PDR) to Ba3-PD from B1-PD. In addition, Moody's assigned a
Ba2 rating to the company's proposed $150 million revolving credit
facility and $550 million secured term loan B, and a B1 rating to
the proposed $500 million senior unsecured notes due 2021. Moody's
also affirmed the Speculative Grade Liquidity Rating at SGL-2. The
rating outlook is stable.

In connection with this rating action, Moody's revised the
expected mean family recovery rate to 50% from 65% due to the new
dual-class bond/bank debt capital structure and the PDR was
upgraded to Ba3-PD, consistent with the affirmed Ba3 CFR. New
issue proceeds together with stock and cash will be used to
finance DigitalGlobe's pending acquisition of GeoEye, Inc.
("GeoEye") and repay existing debt at both companies. The
transaction's enterprise value, which was initially around $890
million when announced on July 23, 2012, is currently estimated at
$1.2 billion following the subsequent appreciation in
DigitalGlobe's stock price. The combination received antitrust
clearance from the US Department of Justice (DoJ) on January 9,
2013. Approvals from the Federal Communications Commission (FCC)
and National Oceanic and Atmospheric Administration (NOAA) are
still pending. DigitalGlobe and GeoEye shareholders, which
separately approved the transaction in December 2012, are expected
to own roughly 64% and 36%, respectively of the combined company.

Ratings Affirmed:

  Corporate Family Rating -- Ba3

  Speculative Grade Liquidity Rating -- SGL-2

Rating Upgraded:

  Probability of Default Rating to Ba3-PD from B1-PD

Ratings Assigned:

  $150 Million Secured Revolving Credit Facility due 2018 -- Ba2
  (LGD-2, 27%)

  $550 Million Secured Term Loan B due 2020 -- Ba2 (LGD-2, 27%)

  $500 Million Senior Unsecured Notes due 2021 -- B1 (LGD-5, 81%)

The assigned ratings are subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's. Moody's will withdraw ratings
on DigitalGlobe's existing $100 million revolver and $500 million
term loan (both rated Ba3), and GeoEye's existing $400 million
9.625% senior secured notes due 2015 (B1) and $125 million 8.625%
second lien senior secured notes due 2016 (Caa1), as well as
GeoEye's CFR (B2), PDR (B2-PD), Speculative Grade Liquidity Rating
(SGL-3), and all LGD Assessments upon transaction closing and
repayment of the debt obligations.

Ratings Rationale

DigitalGlobe's Ba3 rating primarily reflects the company's leading
position in the commercial satellite imagery market, and the
difficulty in replicating the specialized products and services
provided by companies like DigitalGlobe. The rating is also
supported by the improving competitive dynamics in the current
budget constrained global market aided by the pending combination
with GeoEye and the material capex rationalization that Moody's
expects following completion of the acquisition. The combined
company will become the global leader in earth imagery and
geospatial analysis with greater revenue diversity, a stronger
credit profile and better growth opportunities resulting from a
broader array of products and services. Moody's also expects
strong support for DigitalGlobe from the US government to
continue, as the primary competitors of commercial satellite
imagery will be international players. The Ba3 rating reflects the
combined company's moderately high near-term leverage, with
Moody's expectation for debt to EBITDA (Moody's adjusted) of
around 4.7x at the end of 2013 declining to under 4x by 2014, as
well as negative free cash flow generation as DigitalGlobe incurs
significant costs to integrate GeoEye and targets $85 million in
annual operating cost synergies. The rating is tempered by the
technology and business risks inherent in DigitalGlobe's high
customer and asset concentration and the longer-term uncertainty
relating to the company's strategy to meet shareholder return
expectations. Moody's also expects DigitalGlobe to continue to use
insurance to manage the risk of anomalies or service disruption in
space.

Rating Outlook

The stable outlook reflects Moody's view that following the GeoEye
acquisition the business risk from a potential reduction or
elimination of US government contracts owing to current budget
constraints will diminish given the combined company's enhanced
position within the satellite imagery industry.

What Could Change the Rating - Up

Ratings may be upgraded if DigitalGlobe successfully integrates
GeoEye's operations, diversifies the combined company's revenue
away from the US government to more commercial sources, and the
resulting cash flow augments the company's liquidity while free
cash flow generation rises to over $150 million per annum or at
least 15% of debt (Moody's adjusted) on a sustained basis, and
debt to EBITDA (Moody's adjusted) leverage is sustained below 3x.

What Could Change the Rating - Down

A rating downgrade would be driven by a prolonged integration of
GeoEye that significantly impacts free cash flow generation, or an
unfavorable Department of Defense (DoD) budget outcome which would
materially curtail US government revenue and if DigitalGlobe is
unable to replenish this revenue from other customers. Debt to
EBITDA (Moody's adjusted) sustained above 4x (post integration)
could also prompt a downgrade. Given the high technology risk
prevalent in the company's business model, ratings would come
under pressure if there is a significant impairment of assets in
space that is not covered by insurance.

The principal methodology used in rating DigitalGlobe, Inc. was
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.

Headquartered in Longmont, Colorado, DigitalGlobe is a commercial
satellite imagery company which operates a constellation of three
earth imaging satellites -- QuickBird, WorldView-1, and WorldView-
2. DigitalGlobe is one of two US-based companies (along with
GeoEye, which operates two in-orbit satellites -- IKONOS and
GeoEye-1) operating in the earth imagery industry. DigitalGlobe
will acquire GeoEye in a stock, cash and debt transaction
currently valued at approximately $1.2 billion making it the
largest global satellite imagery provider. DigitalGlobe will own
and operate a network of ground stations, maintain an extensive
archive of satellite imagery, and provide integrated aerial
imagery collection services and as well as advanced geospatial
image processing, analytical and map building capabilities. For
the twelve months ended September 30, 2012, DigitalGlobe's revenue
was approximately $394 million and GeoEye's revenue was roughly
$362 million.


DIGITALGLOBE INC: S&P Assigns 'BB' Rating to Proposed $500MM Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
and '1' recovery ratings to DigitalGlobe Inc.'s proposed
$700 million senior secured credit facilities, which consist of a
$550 million term loan due 2020 and $150 million revolving credit
facility due 2018.  The '1' recovery rating on this debt indicates
S&P's expectation for very high (90% to 100%) recovery in the
event of a payment default.  At the same time, S&P assigned its
'BB' issue-level and '4' recovery ratings to the proposed
$500 million senior unsecured notes.  The '4' recovery rating on
this debt indicates S&P's expectation for average (30% to 50%)
recovery in the event of a payment default.  DigitalGlobe will use
the proceeds of the term loan and senior unsecured notes, along
with cash, to finance its combination with GeoEye, repay existing
indebtedness at both companies, and pay fees and expenses.

S&P also affirmed its 'BB' corporate credit rating and negative
outlook on DigitalGlobe.

"The ratings on Longmont, Colo.-based DigitalGlobe Inc. reflect
Standard & Poor's Ratings Services' view of the company's 'fair'
business risk profile and 'aggressive' financial risk profile,"
said Standard & Poor's credit analyst Michael Weinstein.  S&P
believes DigitalGlobe will continue to benefit from revenues from
its EnhancedView service-level agreement (SLA) with the National
Geospatial-Intelligence Agency (NGA), an arm of the U.S.
government.  Given that the NGA did not renew the EnhancedView SLA
with GeoEye, S&P believes it is less likely that the U.S.
government will pursue further budget cuts that would affect
DigitalGlobe's EnhancedView SLA over the next few years.  Assuming
the transaction with GeoEye closes, DigitalGlobe will be the sole
provider of high-resolution commercial satellite imagery services
for various agencies within the U.S. government.  Given
DigitalGlobe's strengthened market position following the merger
with GeoEye, S&P believes it is well positioned to retain its full
share of expected revenues from the EnhancedView SLA.  At the same
time, the ratings recognize that government contracts are not
guaranteed until Congress appropriates the funds and that, though
unlikely, government agencies may terminate or suspend their
contracts at any time.  Pro forma for the GeoEye transaction,
about half of DigitalGlobe's revenue will come from customers
within the U.S. government, and S&P factors this customer
concentration into its business risk assessment.

The outlook is negative, which reflects the expected heightened
leverage associated with the acquisition of GeoEye, and possible
integration risks, which could keep leverage elevated through 2014
if expected synergies do not materialize from the business
combination.  S&P could lower the rating if FFO to debt were to
remain under 20% or if leverage were to remain above 4x on a
sustained basis.  If the company is able to realize meaningful
operating synergies from its combination with GeoEye, S&P could
revise the outlook to stable within the next year.

Given the significant customer concentration from the U.S.
government at around 50% of the combined companies' revenues, it
is unlikely that S&P would raise the rating unless revenues become
more diversified, and FFO to debt rose above 35% on a sustained
basis.


DOUBLE S PAVING: Case Summary & 15 Unsecured Creditors
------------------------------------------------------
Debtor: Double S Paving, Inc.
        7541 Yougsford Rd.
        Marion, TX 78124

Bankruptcy Case No.: 13-50077

Chapter 11 Petition Date: January 14, 2013

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Debtor's Counsel: James Samuel Wilkins, Esq.
                  WILLIS & WILKINS, LLP
                  100 W Houston St, Suite 1275
                  San Antonio, TX 78205
                  Tel: (210) 271-9212
                  Fax: (210) 271-9389
                  E-mail: jwilkins@stic.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 15 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/txwb13-50077.pdf

The petition was signed by Maurice Schneider, president.


DOWNTOWN CENTER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Downtown Center Building, LLC
        220 California Drive
        Burlingame, CA 94010

Bankruptcy Case No.: 13-30088

Chapter 11 Petition Date: January 14, 2013

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Najeeb U. Kudiya, Esq.
                  NOCOS AND KUDIYA, LLP
                  805 Veterans Blvd. #301
                  Redwood City, CA 94063
                  Tel: (650) 366-0455
                  E-mail: nukudiya@nocoskudiya.com

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

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

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

The petition was signed by Scheherezade Sharabianlou, managing
partner.


DJSP ENTERPRISES: Kerry Propper Owns 1.3-Mil. Ordinary Shares
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Kerry Propper disclosed that, as of Dec. 31,
2012, he beneficially owns 1,002,107 ordinary shares, par value
$0.0001 per share, of DJSP Enterprises, Inc., representing 7.7% of
the shares outstanding.  Mr. Propper previously reported
beneficial ownership of 1,307,082 ordinary shares representing
9.7% of the ordinary shares outstanding as of Jan. 3, 2012.
A copy of the amended filing is available at http://is.gd/HEZiM9

                      About DJSP Enterprises

Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services.  Its principal customer is The Law Offices of
David J. Stern, P.A.  It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico.  Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.

As reported in the Jan. 20, 2011, edition of the TCR, DAL Group,
LLC, a subsidiary of DJSP Enterprises, has obtained waivers on
notes held by these parties for payments due through April 1,
2011:

                                         Amount of Note
                                         --------------
    Law Offices of David J. Stern, P.A.     $47,869,000
    Chardan Capital, LLC,                    $1,000,000
    Chardan Capital Markets, LLC               $250,000
    Kerry S. Propper                         $1,500,000

The waivers were sought by DAL as it develops and implements plans
to restructure its ongoing operations to reflect its significantly
reduced revenues and operations and the other changes.

DAL did not make the interest payments due Jan. 3, 2011, for (i)
unsecured term notes in the aggregate principal amount of
$1,600,000 (ii) and a $500,000 term note issued by Cornix
Management, LLC.  DAL is seeking waivers from the holders of the
unsecured notes and Cornix of principal and interest payments
otherwise due under these notes, and the default interest rates
under these notes, through April 1, 2011.

DAL has entered into a forbearance agreement with BA Note
Acquisition, LLC, pursuant to which BNA has agreed to forbear from
taking action on a $5.5-million line of credit until March 9,
2011.


DJSP ENTERPRISES: Jonas Grossman Owns 705,728 Ordinary Shares
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Jonas Grossman disclosed that, as of Jan. 3, 2013, he
beneficially owns 705,728 ordinary shares of DJSP Enterprises
representing 5.4% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/AqU9Mu

                      About DJSP Enterprises

Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services.  Its principal customer is The Law Offices of
David J. Stern, P.A.  It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico.  Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.

As reported in the Jan. 20, 2011 edition of the TCR, DAL Group,
LLC, a subsidiary of DJSP Enterprises, has obtained waivers on
notes held by these parties for payments due through April 1,
2011:

                                         Amount of Note
                                         --------------
    Law Offices of David J. Stern, P.A.     $47,869,000
    Chardan Capital, LLC,                    $1,000,000
    Chardan Capital Markets, LLC               $250,000
    Kerry S. Propper                         $1,500,000

The waivers were sought by DAL as it develops and implements plans
to restructure its ongoing operations to reflect its significantly
reduced revenues and operations and the other changes.

DAL did not make the interest payments due Jan. 3, 2011, for (i)
unsecured term notes in the aggregate principal amount of
$1,600,000 (ii) and a $500,000 term note issued by Cornix
Management, LLC.  DAL is seeking waivers from the holders of the
unsecured notes and Cornix of principal and interest payments
otherwise due under these notes, and the default interest rates
under these notes, through April 1, 2011.

DAL has entered into a forbearance agreement with BA Note
Acquisition, LLC, pursuant to which BNA has agreed to forbear from
taking action on a $5.5-million line of credit until March 9,
2011.


DYNASIL CORP: Reports Financial Results for Year Ended Sept. 30
---------------------------------------------------------------
Dynasil Corporation of America on Jan. 15 announced financial
results for fiscal year ended September 30, 2012 and the filing of
its Annual Report on Form 10-K within the extension period
provided by Rule 12b-25.

Total revenue for fiscal 2012 increased to $47.9 million from
$47.0 million in fiscal 2011.  Contract Research segment revenue
decreased to $24.3 million from $24.9 million in fiscal 2011.  The
Company's newly named Optics segment (previously part of the
"Products & Technology" segment) posted revenue of $17.5 million,
up from $15.8 million a year earlier.  Instruments segment (also
previously part of the "Products & Technology" segment) revenue
remained relatively flat at $6.1 million, compared with $6.2
million in 2011.  The newly created Biomedical segment achieved
its first revenues of $0.1 million in fiscal 2012.

Gross profit for fiscal 2012 totaled $20.0 million, or 40.7% of
net revenue, compared with $19.8 million, or 42.1% of revenue for
fiscal 2011.  Gross profit margin declined as a result of higher
costs within the Contract Research segment.

Selling, general and administrative expenses for fiscal 2012
totaled $21.0 million, versus $17.5 million for fiscal 2011,
primarily reflecting investments in the Company's Instruments
segment and Biomedical segment pipelines to support future growth.
These investments include technology development activities and
staff additions in support of organic product development.  In
addition, the Company incurred a significant, non-recurring charge
of approximately $466,000 to its selling, general and
administrative expenses during that quarter related to costs
incurred as a result of a review, under the direction of the Audit
Committee of the Board, of certain cash application processes and
billing practices of the RMD division.  This investigation has
been completed and has resulted in modifications in the division's
practices and internal controls.  The Company does not anticipate
additional expenses for this matter.

As a result of higher-than-expected costs and product launch
delays, the Company determined that there was a decline in the
fair value of its Instruments segment, and recorded a non-cash
goodwill impairment charge of $2.3 million for the three-month
period ended September 30, 2012.

"We made significant investments during fiscal 2012 to launch two
refreshed products -- the LPX Pro Lead Paint Analyzer and the
Navigator 2.0 gamma probe -- but continue to await the regulatory
approvals that would enable us to bring those devices to market,"
said Dynasil Chairman and Interim CEO Peter Sulick.  "The
increased expenses also reflected further investment in our dual
mode detector program and our biomedical business.  In addition,
we incurred expenses for a review of certain cash application
processes and billing practices at our RMD division.  Going
forward, we are focused on improving our liquidity and pursuing
strategic initiatives that best position the company for future
profitable growth."

Including the goodwill impairment charge, net loss for the 12
months ended September 30, 2012 was $4.3 million, or $0.29 per
share, compared with net income of $1.4 million, or $0.08 per
diluted share, for the 12 months ended September 30, 2011.

Liquidity

As previously disclosed, as of September 30, 2012, Dynasil is in
default with its financial covenants under the Company's loan
agreements.  Dynasil continues to be current with all principal
and interest payments due on all its outstanding indebtedness and
management expects to continue discussions with its lenders to
address the financial covenant situation.  These financial
covenant defaults give the lenders the right to accelerate the
maturity of the indebtedness outstanding and foreclose on any
security interest.  Furthermore, Sovereign Bank, N.A., the
Company's senior lender, may, at its option, impose a default
interest rate with respect to the senior debt outstanding, which
is 5% higher than the rate otherwise in effect.  To date, the
lenders have not taken any such actions.  However, the Company
cannot predict when or whether a resolution of this situation will
be achieved.

The Company has taken and will continue to take actions to improve
its liquidity, including the implementation of a number of
initiatives designed to conserve cash, optimize profitability and
right-size the cost structure of its various businesses.  Dynasil
has retained Argus Management Corporation and Mirus Capital as
financial advisors to assist it in evaluating strategic and
restructuring alternatives, including the potential sale of
product lines and/or a Company division.  While the Company is
actively considering such strategic alternatives, there can be no
assurances that any such transaction will occur, or, if a
transaction is completed, it will be on terms favorable to the
Company.

Because of the uncertainty of any resolution of the covenant
violations and possibility of an acceleration of the indebtedness
by the lenders, the Company has reclassified all of its
outstanding indebtedness as a current liability in the financial
statements for year ended September 30, 2012 filed and the
Company's independent registered public accountants has included a
"going concern" qualification in its audit opinion with respect to
such financial statements.

Recent Highlights

-- RMD Inc. received contracts totaling $3.4 million from the
Department of Homeland Security's Domestic Nuclear Detection
Office (DNDO) under the Small Business Innovation Research (SBIR)
and Small Business Technology Transfer (STTR) programs.  These
contracts provide funded research and development of gamma and
neutron radiation detectors capable of identifying illicit nuclear
materials.

-- RMD Inc. received grants totaling $3.45 million from the U.S.
Department of Energy's Small Business Innovation Research (SBIR)
and Small Business Technology Transfer (STTR) Programs.  The
grants consist of three Phase II grants totaling $3 million and
three Phase I grants totaling $0.45 million.  These grants provide
funded research and development in the areas of scintillation,
sensing and nondestructive testing technologies.

                          About Dynasil

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

Dynasil Corporation disclosed that the Company has failed to
comply with the financial covenants set forth in the terms of its
outstanding indebtedness for its fiscal fourth quarter ended
September 30, 2012.  These covenants require the Company to
maintain specified ratios of earnings before interest, taxes,
depreciation and amortization (EBITDA) to fixed charges and to
total/senior debt.


EASTBRIDGE INVESTMENT: Sells 1.4MM Tsingda Shares to MA Platform
----------------------------------------------------------------
EastBridge Investment Group Corporation entered into a Securities
Purchase Agreement with Hui Zhang, the Chief Executive Officer of
Tsingda eEDU Corporation, and MA Platform, Inc. (the Purchaser),
pursuant to which the Company agreed to sell to the Purchaser
1,424,129 ordinary shares of Tsingda, at a price of $2.30 per
share for an aggregate purchase price of $3,275,496.

The SPA contains customary representations, warranties and
covenants of the parties.  In addition, under the SPA, Norman P.
Klein, the Company's Chief Financial Officer, and David Bolocan
agreed to resign from their positions as Tsingda's directors.  The
SPA also provides for a deposit in an amount of 20% of the
Purchase Price to be paid by Purchaser to the Company within 5
days after the execution of the SPA.  A copy of the SPA is
available for free at http://is.gd/mKE55S

On Jan. 9, 2013, pursuant to the SPA, the Company consummated the
Sale.  In connection therewith, on Dec. 19, 2012, Mr. Klein and
Mr. Bolocan submitted their resignations to the board of directors
of Tsingda.

                     About EastBridge Investment

Scottsdale, Arizona-based EastBridge Investment Group Corporation
provides investment related services in Asia and in the United
States, with a strong focus on the high GDP growth countries, such
as China, Australia and the U.S.

EastBridge is one of a small group of United States companies
solely concentrated in marketing business consulting services to
closely held, small to mid-size Asian and American companies that
require these services for expansion.

Tarvaran Askelson & Company, LLP, in Laguna Niguel, California,
expressed substantial doubt about EastBridge Investment's ability
to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred significant losses and that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.

The Company's balance sheet at Sept. 30, 2012, showed $6.7 million
in total assets, $4.5 million in total liabilities, and
stockholders' equity of $2.2 million.


EMPRESAS BENITEZ: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Empresas Benitez Toledo, Inc.
        Carr Num. 112 Int. Km 5.3
        Sector Cachichuela
        Bo. Arenales Altos
        Isabela, PR 00662

Bankruptcy Case No.: 13-00186

Chapter 11 Petition Date: January 14, 2013

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  254 San Jose Street
                  5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

Scheduled Assets: $5,201,300

Scheduled Liabilities: $12,885,097

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/prb13-00186.pdf

The petition was signed by Carlos R. Benitez Lopez, president.


EMPRESAS OMAJEDE: Meeting of Creditors on Jan. 28
-------------------------------------------------
There's a meeting of creditors of Empresas Omajede Inc. on Jan.
28, 2013, at 10:00 a.m.  The meeting will be held at 341 Meeting
Room, Ochoa Building, 500 Tanca Street, First Floor, San Juan.

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.

According to the notice of the 341 meeting, proofs of claim are
due by April 29, 2013.  Governmental entities have until June 26,
2013 to file their proofs of claims.

Empresas Omajede Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.
Patricia I. Varela, Esq., at Charles A. Cuprill, PSC, serves as
counsel.  The Debtor disclosed $5,613,568 in assets and
$98,762,700 in its schedules.


FIBERTOWER CORP: Turnover of $12-Mil. to First Lien Trustee
-----------------------------------------------------------
Fibertower Network Services Corp., et al., ask the U.S. Bankruptcy
Court for the Northern District of Texas for authorization to
modify the final cash collateral order to:

   i) amend and restate paragraph 4(a)(i) thereof to provide that
      the FCC License Termination Event is not a termination date;
      and

  ii) amend and restate a paragraph of the cash collateral order
      to provide for (a) the turnover of $12 million to the
      first lien trustee, for the benefit of the first lien
      noteholders, and (b) monthly payments of excess cash as
      additional adequate protection.

On Aug. 21, 2012, the Court entered the cash collateral order
which, among other things, authorized the Debtors to use cash
collateral with the consent of the consenting noteholders and the
First Lien Trustee.  Since that time, certain events have taken
place which necessitate revisions or modifications to the cash
collateral order.  In particular, the FCC has denied the Debtors'
pending applications for extension and waiver of certain license
build out requirements, thus resulting in the cancellation of the
majority of the Debtors' 24 GHz and 39 GHz spectrum licenses.

The cash collateral order provides that a "termination date" will
occur if the FCC cancels the Debtors' FCC spectrum licenses.  On
Nov. 7, 2012, the FCC denied the applications, thereby causing an
FCC License Termination Event.

The Debtors relate that despite the impending wind-down of the
Debtors' business and the occurrence of an FCC License Termination
Event, the consenting noteholders and the first lien trustee have
agreed to allow the Debtors to continue to use cash collateral on
a consensual basis.  The first lien trustee and the consenting
noteholders have agreed to a new 13-week budget.  A copy of the
budget is available for free at:

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

In exchange, the Debtors have agreed to provide the first lien
trustee and the consenting noteholders with additional adequate
protection, in the form, of (i) an initial $12 million
distribution to the first lien trustee within three business days
after entry of an order approving this motion; and (ii) subsequent
monthly distributions of excess cash going forward.

The Committee's challenge period under the cash collateral order
has expired without any challenge having been filed.  Accordingly,
among other things, (i) the secured obligations constitute allowed
secured claims for all purposes, (ii) the liens granted in favor
of the first lien secured parties are legal, valid, binding,
enforceable and perfected first priority liens for all purposes in
the Chapter 11 cases and any successor case and (iii) the release
of the claims and defenses is binding on all parties in interest
in the Chapter 11 cases.

In a separate filing, the Debtor requested that the Court modify
final cash collateral order to reflect the restated and amended
paragraph 6(a) of the cash collateral order, which states among
other things:

   "(a) Adequate Protection Payments.  As adequate protection, the
   Debtors are authorized and directed to pay (A) to the first
   lien trustee, ongoing payment in cash on a current basis, no
   less than monthly, and including any amounts incurred prior to
   the Petition Date, of the reasonable and documented fees, costs
   and expenses of the First Lien Trustee in connection with the
   Chapter 11 Cases (including, without limitations, the fees and
   expenses of Reed Smith LLP and Haynes and Boone, LLP as counsel
   for the First Lien Trustee); (B) to the Consenting Noteholders,
   ongoing payment in cash on a current basis, no less than
   monthly, and including amounts incurred prior to the Petition
   Date, of the reasonable and documented fees and expenses of the
   Consenting Noteholders in connection with the Chapter 11 Cases
   (including, without limitation, the fees and expenses of
   Stroock & Stroock & Lavan LLP and Haynes and Boone, LLP as
   counsel to the Consenting Noteholders);"

                   About FiberTower Corporation

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.


FLASH DUTCH: S&P Retains 'B+' Rating Despite Changes on Financing
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' corporate
credit and all its issue and recovery ratings on Flash Dutch 2 BV
(also known as DuPont Performance Coatings) and its subsidiary
remain unchanged following modifications to the financing for
the acquisition of the company from DuPont (E.I.) de Nemours & Co.
Senior secured debt will increase by a total of $350 million, and
senior unsecured debt will decrease by the same amount.  As a
result, senior secured debt outstanding at closing will total
about $3.15 billion and unsecured debt $750 million.  Although
this somewhat weakens recovery prospects for the senior secured
lenders, the change is not significant enough to result in a
change to the ratings.

RATINGS LIST

Ratings Unchanged

Flash Dutch 2 BV

Corporate Credit Rating          B+/Stable/--

Flash Dutch 2 BV

U.S. Coatings Acquisition Inc.
Senior Secured                  B+
  Recovery Rating                3
Senior Unsecured                B-
  Recovery Rating                6


FREIGHT MANAGEMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Freight Management, Inc.
        2120 Ford Road
        Muscle Shoals, AL 35661

Bankruptcy Case No.: 13-80121

Chapter 11 Petition Date: January 14, 2013

Court: United States Bankruptcy Court
       Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Kevin D. Heard, Esq.
                  HEARD ARY, LLC
                  307 Clinton Ave. W., Suite 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818
                  E-mail: kheard@heardlaw.com

Scheduled Assets: $1,536,164

Scheduled Liabilities: $4,804,220

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

The petition was signed by Roger Renfro, president.


GASCO ENERGY: Gets NYSE Notice of Listing Non-Compliance
--------------------------------------------------------
Gasco Energy, Inc. on Jan. 16 disclosed that on January 11, 2013,
the Company received notice from NYSE MKT LLC indicating that it
does not satisfy the continued listing standards of the Exchange
set forth in Section 1003(a)(iv) of the NYSE MKT LLC Company
Guide, which applies if a listed company has sustained losses
which are so substantial in relation to its overall operations or
its existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the Exchange, as to whether such company will be able to continue
operations and/or meet its obligations as they mature.

In order to maintain its listing, the Company must submit a plan
of compliance by February 10, 2013 (the "Plan") addressing how it
intends to regain compliance with Section 1003(a)(iv) of the
Company Guide by June 30, 2013.  If the Company does not submit a
Plan, or if the Plan is not accepted, the Company will be subject
to delisting proceedings.  Furthermore, if the Plan is accepted
but the Company is not in compliance with the continued listing
standards of the Company Guide by June 30, 2013, or if the Company
does not make progress consistent with the Plan, the Exchange
staff will initiate delisting proceedings as it deems appropriate.

The Company intends to provide the Exchange with a Plan by
February 10, 2013, to address how it intends to regain to
compliance with Section 1003(a)(iv) of the Company Guide.
However, there can be no assurance that the Plan will be accepted
by the Exchange or that the Company will be able to achieve
compliance with the Exchange's continued listing standards within
the required time frame.

                        About Gasco Energy

Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin.  Gasco's principal business is the
acquisition of leasehold interests in petroleum and natural gas
rights, either directly or indirectly, and the exploitation and
development of properties subject to these leases.  Gasco focuses
its drilling efforts in the Riverbend Project located in the Uinta
Basin of northeastern Utah, targeting the oil-bearing Green River
Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk,
Mancos, Dakota and Morrison formations.


GEORGIA GULF: Moody's Hikes CFR to Ba2, Sec. Notes Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded Georgia Gulf Corporation's
(GGC) Corporate Family Rating (CFR) to Ba2 from Ba3 as a result of
the company's planned merger with the chlor alkali and derivatives
business of PPG Industries, Inc.'s (PPG, Baa1, stable). Moody's
also raised the rating on GGC's existing 9% senior secured notes
to Ba1 and assigned a Ba3 rating to Eagle Spinco Inc.'s (the legal
name assigned to the chlor alkali and derivative business, which
will become a wholly owned subsidiary of GGC) $688 million of
unsecured notes due 2021. Eagle Spinco will use the notes along
with a $212 million Term Loan A to provide $900 million in
compensation to PPG as part of the transaction. GGC and Eagle
Spinco will provide cross guarantees to ensure that the any debt
at GGC subsequent to the merger will not be structurally
subordinated to debt at Eagle Spinco, and vice versa. As part of
the transaction GGC will be changing its name to Axiall
Corporation. The outlook for GGC and Eagle Spinco is stable. The
assigned ratings are subject to receipt of final documentation
that is consistent with the draft documentation provided. As PPG
has received the required tax letter and GGC has received its
shareholder approval, the transaction is expected to close by the
end of the month.

"The transaction is a credit positive for GGC due to the large
amount of equity utilized in the financing the acquisition of
PPG's chlor alkali business," stated John Rogers, Senior Vice
President at Moody's Investors Service. "The utilization of a
Reverse Morris Trust structure provides a tax free distribution to
PPG and requires a large amount of equity to finance the
transaction, thereby benefiting GGC's credit profile."

Ratings upgraded:

Georgia Gulf Corporation

  Corporate Family Rating to Ba2 from Ba3

  Probability of Default Rating to Ba2-PD from Ba3-PD

  Senior secured notes to Ba1 (LGD3, 36%) from B1 (LGD4, 66%)

Ratings assigned:

Eagle Spinco, Inc.

  $688 million unsecured notes due 2021 -- Ba3 (LGD5, 81%)

Ratings Rationale

The upgrade of GGC's CFR to Ba2 reflects the increase in the size
of the combined company, strong financial metrics (pro forma
Debt/EBITDA of 2.6x and Retained Cash Flow/Net Debt of26% based on
an estimate of full year 2012 results, including Moody's standard
adjustments),the improvement in GGC's vertical back integration
and the expectation that Gulf Coast natural gas costs will provide
a sustainable competitive advantage for exports. The structure of
this transaction clearly demonstrates management's goal of growing
the company, while maintaining a conservative balance sheet.

The combined company's profitability will be concentrated in chlor
alkali and PVC resins, which are highly cyclical commodity
products that are exposed to significant price volatility.
However, low natural gas prices will provide a meaningful
competitive advantage for North American producers, thereby
boosting PVC exports and providing greater stability to domestic
margins.

The upgrade of the senior secured notes to Ba1 from B1 reflects
the upgrade in the CFR as well as the additional debt cushion in
the post-merger capital structure provided by the proposed
unsecured notes of Eagle Spinco.

Post-merger, Moody's expects GGC to have cash balances of roughly
$140 million and to generate meaningful free cash flow. As part of
the transaction, GGC will move to a new $500 million ABL revolving
credit facility that will be undrawn at close. The key financial
covenant in the ABL is a springing consolidated Fixed Charge
Coverage Ratio of 1:1. GGC is not expected to approach the level
of borrowing that would cause this covenant to effect
(availability of less than $62.5 million). The outlook is
currently stable. However, if the Aromatics and Building Products
segments begin contributing greater than 20% of consolidated
EBITDA, there could be some upside to the rating. A downgrade is
unlikely, but could be possible if there were integration problems
or a sustained weakening of credit metrics (over 3.5x Debt/EBITDA
& less than 15% Retained Cash Flow/Debt).

Georgia Gulf Corporation (GGC), headquartered in Atlanta, Georgia,
is a producer of commodity chemicals including chlorovinyls
(chlorine, caustic soda, vinyl chloride monomer, polyvinyl
chloride resins and vinyl compounds), PVC fabricated products
(pipe, siding, window profiles, moldings, etc.), and aromatics
(cumene, phenol and acetone). The company generated revenues of
$3.2 billion for the LTM ending September 30, 2012. On January 14,
2013, Moody's upgraded the ratings of GGC following the completion
of the company's merger with PPG's Commodity Chemicals Business.
The combined business is expected to have annual revenues of over
$5 billion.

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


GEORGIA GULF: S&P Removes Corporate Credit Rating From CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services removed its corporate credit
rating on Georgia Gulf from CreditWatch, where it had been placed
on July 19, 2012, when the parties announced the merger. S&P then
raised the rating to 'BB' from 'BB-'.

At the same time, S&P removed its rating on Georgia Gulf's
existing senior secured notes from CreditWatch, raised the issue
rating to 'BBB-' (two notches above the corporate credit rating)
from 'BB', and revised the recovery rating to '1' from '2'.  The
'1' recovery rating indicates S&P's expectation of very high (90%
to 100%) recovery in the event of a payment default.

In addition, S&P assigned a 'BBB-' issue rating, with a recovery
rating of '1', to Eagle Spinco Inc.'s (Eagle Spinco) proposed
$212 million senior secured term loan due 2017.  Following the
merger, Eagle Spinco Inc. will be wholly owned by Georgia Gulf,
which will change its name to Axiall Corp.

S&P also assigned a 'BB' issue rating, with a recovery rating of
'4', to Eagle Spinco's proposed offering of $688 million of senior
unsecured notes due 2021.  The '4' recovery rating indicates
prospects for average (30% to 50%) recovery in the event of a
payment default.

"The one-notch upgrade of Georgia Gulf reflects our more favorable
assessment of the company's business risk profile as 'fair'
following the merger, together with what we consider to be the
continuation of its 'significant' financial risk profile," said
Standard & Poor's credit analyst Cindy Werneth.

Georgia Gulf will merge with PPG Industries Inc.'s commodity
chemicals business via a stock-for-stock exchange, using a Reverse
Morris Trust structure.  (A Reverse Morris Trust is a transaction
that combines a divisive reorganization (a spin-off or split-off)
with an acquisitive reorganization (statutory merger) to allow a
tax-free transfer of a subsidiary under U.S. law.) At Georgia
Gulf's current stock price, the transaction is valued at about
$2.6 billion.  It will be financed with 35.2 million shares (or
about $1.6 billion) of new common stock, $900 million of new debt,
and $95 million of assumed debt.  In addition, Georgia Gulf is
assuming certain pension, other postemployment benefit, and
environmental liabilities.  A favorable tax ruling has been
received, Georgia Gulf shareholders have approved the merger, and
the parties expect the transaction to close by the end of this
month.

The outlook is stable.  "Despite industry cyclicality, we expect
the company to achieve funds from operations to total adjusted
debt of 25% or more.  Post-merger, it should benefit from
increased scale and, to an even greater degree than at present,
low natural gas costs.  In addition, during the next few years, we
believe the company stands to benefit from an expected recovery in
U.S. housing markets.  There is some capacity at the current
rating level for a moderate-size investment to increase vertical
integration into ethylene production.  Nevertheless, we could
lower the ratings if economic conditions or other factors cause
operating results to be weaker than we expect such that FFO to
debt drops below 20% without prospects for near-term improvement.
We believe this could occur if revenues remain flat at pro forma
combined levels, debt is unchanged, and EBITDA drops about two
percentage points to about 11%," S&P added.

Longer term, S&P could raise the ratings slightly if the company
reduces debt and consistently generates FFO to debt above 30%.


GMX RESOURCES: Files Complaint to Correct Supplemental Indenture
----------------------------------------------------------------
GMX Resources Inc. previously disclosed the discovery of a
scrivener's error in the supplemental indenture related to the
Conversion Rate of the Company's 4.50% Convertible Senior Notes
due 2015.

The supplemental indenture incorrectly transposed numerators and
denominators of "OS0/OS1" rather than the correct "OS1/OS0" in the
antidilution formula for the Conversion Rate of the notes.  The
Conversion Rate in accordance with the erroneous formula would be
693.3329 shares of common stock per $1,000 aggregate principal
amount of the notes, whereas the Conversion Rate with the proper
formula is 4.1026 shares of common stock per $1,000 aggregate
principal amount of notes.

After discussing the error with the trustee for the notes, the
Company and the trustee determined that it would not be feasible
to amend the supplemental indenture.

On Jan. 11, 2013, the Company filed a Complaint for Declaratory
Relief and Reformation in the United States District Court for the
Western District of Oklahoma (Case No. 5:13-cv-00047-D) seeking a
declaratory judgment and reformation of the notes and the
supplemental indenture to correct the scrivener's error in the
antidilution formula.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets, $467.64 million in total liabilities and
a $124.49 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Oklahoma City-based
GMX Resources Inc. to 'CCC' from 'SD' (selective default).

"The rating on GMX Resources Inc. reflects our assessment of the
company's 'weak' liquidity, 'vulnerable' business risk, and
'highly leveraged' financial risk," said Standard & Poor's credit
analyst Paul Harvey.


HANDY HARDWARE: Wells Fargo Financing Has Interim Approval
----------------------------------------------------------
Handy Hardware Wholesale, Inc., obtained interim approval of its
secured, first-priority debtor-in-possession financing facility
from Wells Fargo Bank, N.A.

Judge Mary Walrath will consider approval of the DIP financing
motion on a final basis on Feb. 5 at 2:00 pm.  Objections are due
Jan. 31, at noon.

According to the interim order, the Debtor may borrow from Wells
Fargo amounts not to exceed $22 million, outstanding at any time,
inclusive of the prepetition debt to Wells Fargo through the
conclusion of the final hearing.

The Debtor's prepetition secured debt is held by Wells Fargo,
which is owed $14.6 million, as well as Capital One, North
America, which is owed $26 million.

In its motion seeking approval of the financing, the Debtor says
the DIP Credit Facility allows the Debtor to draw in amount not to
exceed the maximum revolver amount of, after final approval of the
financing, $30 million inclusive of prepetition debt owed to Wells
Fargo.  The DIP facility will mature 180 days from the Petition
Date.  But failure to meet these milestones will constitute events
of default:

   -- failure of the Debtor to file a plan of reorganization on or
      before 60 days following the Petition Date;

   -- failure to commence a hearing on the Disclosure Statement on
      or before 90 days following the Petition Date;

   -- failure to commence a hearing on the confirmation of the
      plan on or before 120 days following the Petition Date; and

   -- failure to confirm the Plan on or before 175 days following
      the Petition Date, and have the Plan go effective on or
      before 180 days following the Petition Date;

                       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.


HANDY HARDWARE: Sec. 341(a) Meeting Scheduled for Feb. 22
---------------------------------------------------------
A meeting of creditors in the Chapter 11 case of Handy Hardware
Wholesale, Inc., will be held on Feb. 22, 2013, at 10:00 a.m. at
J. Caleb Boggs Federal Building, 844 King St., Room 2112,
Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.  All
creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                       About Handy Hardware

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.

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.  On the
Petition Date, the Debtor estimated assets and debts of $50
million to $100 million.  Thomas J. Schifanella, Jr., signed the
petition as president.  Judge Mary F. Walrath oversees the case.
The Debtor is represented by ASHBY & GEDDES, P.A.  Donlin, Recano
& Company serves as claims and noticing agent.


HANDY HARDWARE: Wins Approval for Donlin Recano as Claims Agent
---------------------------------------------------------------
Handy Hardware Wholesale, Inc. obtained 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.

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

The Court's order provided that to the extent DRC believes that it
is entitled to the payment of any amounts on account of the
Debtor's indemnification, contribution or reimbursement
obligations, it must file an application before the Court for
approval of the payment.

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.


HAVEN HEALTH: RI Supreme Court Reverses Ruling in Tort Suit
-----------------------------------------------------------
In June 2006, Pearl E. Archambault tragically died while in the
care of Haven Health Center of Greenville, LLC, after a nurse
mistakenly administered a lethal overdose of morphine.  The
administratrix of her estate, Tracie Peloquin, filed a medical
malpractice action and now appeals from the Superior Court's
denial of her partial summary-judgment motion and grant of summary
judgment in favor of Columbia Casualty Company, the professional
liability insurer of the now-defunct nursing facility.  The
plaintiff avers that the Superior Court erred in interpreting
Rhode Island law, argues that the Supreme Court should construe
the insurance contract between Columbia and its insured in her
favor, and urges the Supreme Court to reverse the Superior Court's
decision and order that summary judgment be entered in her favor.

In a Jan. 14 opinion, a five-judge panel of the Supreme Court of
Rhode Island vacated the judgment of the Superior Court and
remanded with instructions that the Superior Court enter judgment
in favor of the plaintiff for $100,000, plus prejudgment and
postjudgment interest that has accrued on that amount.

In late 2007 or early 2008, Haven Health and two related entities?
Haven Eldercare of New England, LLC, and Haven Eldercare, LLC --
filed for Chapter 11 bankruptcy.  The next summer, the bankruptcy
court approved the sale of substantially all of the assets of
Haven Health, HENE, and HE, and dismissed their cases (without a
discharge).  In 2008, Denise Hardesty, a registered nurse employed
at the facility, filed for Chapter 7 bankruptcy, and she obtained
a discharge later that year.

In 2009, plaintiff amended her complaint to add Columbia as a
defendant and to assert two counts against Columbia directly,
based on G.L. 1956 Sec. 27-7-2.4, which permits an injured party
to proceed against an insurer when the insured has filed for
bankruptcy.  The plaintiff also added HENE and HE as defendants.

The case is, Tracie Peloquin, as Administratrix of the Estate of
Pearl E. Archambault, v. Haven Health Center of Greenville, LLC et
al., No. 2011-130-Appeal, (R.I.).   A copy of the Supreme Court's
Opinion filed Jan. 14, 2013, is available at http://is.gd/AXjXuv
from Leagle.com.

                     About Haven Healthcare

Headquartered in Middletown, Connecticut,  Haven Healthcare
Management LLC -- http://www.havenhealthcare.com/-- provides
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.

The company and 46 of its affiliates filed for chapter 11
protection (Bankr. D. Conn. Lead Case No. 07-32719) on Nov. 22,
2007.  Moses and Singer LLP served as the Debtors' counsel.
Kurtzman Carson Consultants LLC was the Debtors' claims and
notice agent.  The U.S. Trustee for Region 2 appointed nine
creditors to serve on an Official Committee of Unsecured Creditors
in this case.  Pepper Hamilton LLP served as counsel and Neubert
Pepe & Monteith P.C. served as co-counsel to the Creditors
Committee.  When the Debtors sought protection from their
creditors, they listed assets and debts of between $1 million and
$100 million.  As of Feb. 29, 2008, the Debtors' balance sheet
showed total assets of $25,965,631 and total liabilities of
$38,597,720 resulting in a $12,632,089 stockholders' deficit.
The Debtors' consolidated list of 50 largest unsecured creditors
showed total claims of more than $20 million.

According to the Troubled Company Reporter in 2008, the Bankruptcy
Court dismissed the Chapter 11 cases of Haven Healthcare
Management LLC and its debtor-affiliates.


HARVEY HOTEL: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: Harvey Hotel Properties, LLC
        11650 S. Walnut Ridge Drive
        Palos Park, IL 60464

Bankruptcy Case No.: 13-01586

Chapter 11 Petition Date: January 15, 2013

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

Judge: Janet S. Baer

Debtor's Counsel: Timothy C. Culbertson, Esq.
                  LAW OFFICES OF TIMOTHY C. CULBERTSON
                  1107 Lincoln Avenue
                  Fox River Grove, IL 60021
                  Tel: (847) 913-5945
                  Fax: (847) 574-8220
                  E-mail: tcculb@yahoo.com

Scheduled Assets: $0

Scheduled Liabilities: $2,905,400

A copy of the Company's list of its five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb13-01586.pdf

The petition was signed by Satish A. Gabhawala, managing member.


HEALTH NET: Fitch Affirms 'BB' Rating on Senior Unsecured Notes
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on Health Net Inc.'s
senior unsecured notes, 'BB+' Issuer Default Rating (IDR) and the
'BBB' Insurer Financial Strength (IFS) rating on Health Net's
operating subsidiaries. The Rating Outlook is Stable. A complete
list of ratings is shown at the end of this commentary.

Health Net's ratings continue to reflect the company's overall
'small' market position and size/scale features. Specifically,
Health Net is concentrated in California with less geographic
diversification and size and scale benefits compared to higher
rated peers.

The ratings also reflect capitalization metrics that are generally
consistent with Fitch's median rating category guidelines for the
company's current ratings balanced against a history of uneven
operating results.

Health Net targets an NAIC risk-based capital (RBC) ratio of 200%
of the company action level (CAL) for its underwriting
subsidiaries, which is consistent with Fitch's median guidelines
for the current rating category but below higher rated peers.

Both financial leverage and operating leverage were better than
median guidelines for the company's current ratings. Health Net's
debt-to-total capital ratio was 25% at Sept. 30, 2012, excluding
unrealized bond gains from stockholders' equity, compared to a
median guideline of 35% for the rating category. In addition,
operating leverage, measured by the ratio of health care premiums
to stockholders' equity, was 6.7x compared to a median guideline
of 9.0x for the rating category.

Health Net reported an elevated ratio of debt-to-EBITDA at 5.3x
due to poor operating results through the first nine months of
2012. This ratio was 2.1x at year-end 2011 and is expected to
approach 3.0x in 2013 which would be consistent with Fitch's
guidelines for the current rating category.

Substantially all of Health Net's $116 million in net income for
the first nine months of 2012 came from the $117 million gain on
sale of its Medicare stand-alone prescription drug plan in April
2012 and from $30 million in realized investment gains.

During the fourth quarter of 2012, Health Net and the state of
California's Department of Health Care Services (DHCS) entered
into a comprehensive agreement covering Health Net's state-
sponsored programs. The agreement is expected to reduce earnings
volatility by establishing mutually agreed upon margin targets for
state-sponsored business and working to improve the process for
settling rate disputes.

Health Net's EBITDA covered interest expense by 1.7x through the
first three quarters of 2012, which is down significantly from
6.5x in 2011. Health Net's run-rate interest coverage is expected
to improve beyond 3x to be consistent with Fitch's guideline for
the current rating category.

KEY RATING DRIVERS

Key ratings triggers that could lead to an upgrade for Health Net
include:

-- Solid earnings with less volatility;
-- Significant capital strengthening with Risk-Based Capital
    (RBC) sustained above 250% Company Action Level (CAL);
-- Improved run-rate profitability measured by EBITDA margin;
-- Profitable geographic diversification and expansion of the
    company's premium and membership base.

Key ratings triggers that could lead to a downgrade for Health Net
include:

-- Unforeseen operational issues that cause Fitch to question the
    company's risk management practices;
-- Material loss of commercial membership beyond management's
    2013 guidance;
-- A substantial regulatory fine or litigation charge;
-- A significant decline in stockholders' equity or increase in
    financial leverage above 30%.

Fitch has affirmed the following ratings with a Stable Rating
Outlook:

Health Net Inc.
-- Long-term IDR at 'BB+';
-- 6.375% senior notes due June 2017 at 'BB'.

Health Net Of California, Inc.
Health Net of Arizona, Inc.
Health Net Plan of Oregon, Inc.
--IFS at 'BBB'.


HOSTESS BRANDS: Worker Jobs Uncertain in Flowers Acquisition
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that it remains to be seen whether Flowers Foods Inc. will
offer employment to some of the 18,000 workers from Hostess Brands
Inc. who lost their jobs when the baker of Wonder bread went out
of business in November.

Hostess last week announced that Flowers signed a contract to pay
$390 million for 20 plants, 38 depots and most of the bread
business.

According to the Bloomberg report, Flowers spokesman Keith Hancock
wouldn't comment on whether the company will offer jobs to former
Hostess employees.  He said in an interview that plans to staff
the plants will be disclosed when and if Flowers becomes the
winning bidder at an auction being arranged by the bankruptcy
court in White Plains, New York, at a Jan. 25 hearing.

About 10% of Flowers workers are represented by labor unions.

Flowers, based in Thomasville, Georgia, has 44 bakeries producing
breads and snacks under brands including Nature's Own and
Tastykake.

                        About Hostess Brands

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

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

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

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

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

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

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

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


HOSTESS BRANDS: Liquidation Good for Flowers, Moody's Says
----------------------------------------------------------
Moody's Investors Service placed the Baa2 long-term senior
unsecured ratings of Flowers Foods, Inc. under review for
downgrade following the company's announcement that it has signed
two asset purchase agreements valued at $390 million with Hostess
Brands, Inc. as the "stalking horse bidder" for certain Hostess
assets. Flowers plans to finance the transactions through a
combination of cash on hand and new debt. The transactions are
subject to a competitive auction process and approval from the
Hostess bankruptcy court.

Ratings Rationale

The rating review is driven by the anticipated increase in
leverage that would result from the proposed transaction, and
uncertainty around the timing and amount of earnings that would be
generated from the distressed assets being purchased. In addition,
Moody's anticipates that the competitive auction process that soon
will follow could lead Flowers to raise its bid.

Moody's review will focus on the final terms of the proposed asset
purchase agreement if consummated, Flowers' financing plan, and
its strategy for integrating and operating the acquired brands and
other assets.

Ratings placed under review for downgrade:

Flowers Foods, Inc.

  LT Issuer Rating at Baa2;

  Senior unsecured debt at Baa2;

  Senior unsecured shelf at (P)Baa2.

In November 2012, Hostess, which had been operating under
bankruptcy protection since January 2012, announced that it would
lay off nearly all 18,500 of its employees and sell all of its
assets to the highest bidder after a worker strike left it unable
to operate profitably. The assets involved in Flowers' bids
include the Wonder, Nature's Pride, Merita, Home Pride, Butternut
and Beefsteak brands, 20 bakeries, and approximately 38 depots.

Moody's had anticipated that Flowers would be among the bidders
for at least some of the liquidated Hostess assets as part of its
ongoing strategy to expand its US bakery business through a
combination of acquisitions and internal growth. Notwithstanding
Flowers' strong balance sheet, Moody's estimates that the proposed
transaction will likely double the company's financial leverage
based on the current bid that may later be raised in auction. Over
the past 18 months, Flowers has increased its debt load more than
fivefold through acquisitions that included Tasty Baking Company
in May 2011 for $175 million and Lepage Bakeries in July 2012 for
$370 million.

"From a strategic standpoint, we believe that the liquidation of
Hostess represents an attractive opportunity for Flowers to
selectively expand its US footprint by acquiring attractive,
iconic bakery brands," commented Brian Weddington, Moody's Senior
Credit Officer. "However, we consider these to be distressed
assets, so we will need to know the final price and estimated cash
flows of the purchases, and understand Flowers' plan to turnaround
the acquired assets before we can determine the transaction's
effect on its credit profile," added Mr. Weddington.

The principal methodology used in this rating was Global Packaged
Goods published in December 2012.


HOSTESS BRANDS: U.S. Trustee Forms Committee of Non-CBA Retirees
----------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed two
retire employees of Hostess Brands, Inc., et al., to the official
committee of retired employees of the Debtors not covered by a
collective bargaining agreement.  The Committee members consist
of:

     1. Robert L. Morris
        P.O. Box 6506
        Williamsburg, VA 23188
        Tel: (757) 258-3845

     2. Gene A. Nuziard
        2272 Westridge Road
        Los Angeles, CA 90049
        Tel: (310) 472 0511

                      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 BRANDS: Has Deal on Use of ACE Cash Collateral
------------------------------------------------------
Hostess Brands, Inc., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York to approve a stipulation and
agreed order in connection with the use of cash collateral of ACE
American Insurance Company nunc pro tunc as of Nov. 1, 2012.

On Dec. 7, 2012, ACE filed the motion compelling arbitration of a
contract dispute underlying the Debtors' collateral motion.  At a
hearing held on Dec. 21, the Court denied the motion to compel
arbitration.  On Jan. 2, 2013, the Court entered the order denying
motion of the ACE Companies to compel arbitration of dispute
concerning the Debtors' collateral motion.

In a Jan. 7, modified bench ruling on motion of the ACE Companies
to compel arbitration related to the Debtors' cash collateral
motion, the Court ruled that the motion was adjourned on consent
to January 2013.  The obligations continue to accrue, although the
policies have now been replaced or expired, because, there's a
continuing expectation that injuries covered by the policies will
manifest themselves.

The stipulation provides that, among other things:

   a) once the stipulation is signed by ACE and the Debtors, the
      Debtors will i) serve the stipulation upon all parties
      requesting notice in the cases, all parties that were served
      with the cash collateral motion and the secured parties, and
      ii) continue the hearing on the cash collateral motion until
      March 19, 2013;

   b) until the date of the approval order or the hearing on the
      cash collateral motion, ACE will continue to pay the
      insured's obligation entirely from the collateral under the
      terms of the hearing stipulation; and

   c) promptly after the Effective Date, ACE will draw from the
      collateral an amount equal to all deductible payments
      actually made by Debtors on or after Nov. 12, 2012, which
      have not been reimbursed by ACE to the Debtors previously
      out of the Debtors' collateral, and pay the amount to the
      Debtors.  ACE will make this payment only from the
      collateral and not from its own funds.

ACE reports that as of Jan. 1, 2013, (i) the balance of the
proceeds of the Letter of Credit was $50,677,016, (ii) the balance
of the securities account was $65,920,894 and (iii) the aggregate
balance of the paid loss deposit funds was $893,518.

                       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.


INSPIRATION BIOPHARMACEUTICALS: $18.3-Mil. DIP Loan Approved
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized, on a final basis, Inspiration Biopharmaceuticals,
Inc., to:

   i) obtain senior secured superpriority postpetition financing
      consisting of a multi-draw term loan facility from Ipsen
      Pharma, S.A.S., the DIP Lender, in an aggregate principal
      amount of up to $18,300,000; and

  ii) use cash collateral.

As adequate protection from any diminution in value of its
collateral, Ipsen Pharma will be granted security interests,
liens, and superpriority claims to secure the repayment of all
obligations of the borrower under and with respect to the DIP
Financing Facility.

               About Inspiration Biopharmaceuticals

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

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

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

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

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


INSPIRATION BIOPHARMACEUTICALS: Looking for Buyer for Assets
------------------------------------------------------------
Inspiration Biopharmaceuticals Inc. sought and obtained approval
to commence a sale process for substantially all of its assets.
No buyer is yet under contract.  A hearing for sale approval was
set for Jan. 24.

The Debtor said that it will sell all or substantially all of the
Debtor's assets, free and clear of liens, claims, encumbrances and
interests under 11 U.S.C. Section 363, as well as certain related
assets owned by non-debtor Ipsen Pharma, S.A.S. and its affiliates
which will also be sold to the party submitting the highest or
best bid for the purchase of the assets.

The Debtor's principal assets are certain developmental-stage
drugs to treat hemophilia.  The products are in various stages of
development and regulatory approval, and are capital-intensive.
The Debtor has arranged with Ipsen to provide short-term liquidity
through the DIP Loan to fund the sale process, but a buyer is
needed to promptly take over the long-term oversight, funding, and
development of the products.

The Ipsen assets to be included in the sale include, among other
things, the facility in Milford, Massachusetts where certain of
the products are manufactured, and valuable development and
commercialization rights for the Products in the European Union,
Russia, China, North Africa and certain other countries.

The Court-approved bidding procedures provide that the Debtor and
the investment banker, Evercore Partners LLC, will market the
assets to be sold to both strategic and financial purchasers,
provide confidentiality agreements and due diligence, solicit
qualified bids, and conduct an auction among qualified bidders.

The Debtor believes that the sale process will be comprehensive,
robust and will result in the highest or best market-tested value
for the Debtor assets.

According to the Debtor, Ipsen, its largest secured lender and is
secured by a senior lien on the Debtor Assets, is entitled to
credit bid its secured claim.

The Debtor said that the prompt closure of the sale is critically
important to the purchaser and to the Debtor's efforts to preserve
and maximize the value of its estate.

               About Inspiration Biopharmaceuticals

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

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

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

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

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


INVESTORS CAPITAL: Sec. 341(a) Meeting of Creditors on Feb. 8
-------------------------------------------------------------
There's a meeting of creditors of Investors Capital Partners II,
LP on Feb. 8, 2013 at 12:00 p.m. at Bowling Green Courthouse in
Kentucky.

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.

Brentwood, Tennessee-based Investors Capital Partners II, LP and
two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case
Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19,
2012.

In its bare-bones Chapter 11 petition, Investors Capital Partners
II estimated assets of at least $10 million and liabilities of
less than $10 million.  It said that principal assets are located
at 2400 Happy Valley Road, in Glasgow, Kentucky.

Travis Kent Barber, Esq., at Delcotto Law Group PLLC, serves as
counsel to the Debtors.


J AND Y INVESTMENT: Seeks to Use Rents, Cites Equity Cushion
------------------------------------------------------------
J and Y Investment, LLC, asks the Bankruptcy Court to authorize
its use of cash collateral pursuant to a budget, and subject to
adequate protection to be granted in favor of its secured lender,
BACM 2004-1 320th Street South, LLC.

The lender, which claims to be owed $8.5 million in principal
under a secured loan, restarted a foreclosure process for the
Debtor's Federal Way Center Building in May 2012 and continued the
sale again until Jan. 11, 2013.  The parties were not able to
reach agreement, so the Debtor sought bankruptcy protection on the
eve of the sale in order to continue operations and preserve the
equity in the property.

The Debtor requires the immediate use of rental income from the
property to continue its operations uninterrupted, thus preserving
the value of the Property and avoiding immediate and irreparable
harm to its business and assets.  As set forth in the interim
budget, rental income will be used to pay operating expenses,
maintain the property, and continue to establish and maintain a
reasonable cash reserve for tenant improvements, taxes and
insurance.

The Debtor says that the lender is adequately protected by the
existence of equity in the property.  Assuming the principal
amount owing on the loan is, as asserted by the lender, $8.5
million, and taking the conservative appraised value for the
property of $11 million, the lender is protected by an equity
cushion of $2.5 million.

In addition, the Debtor proposes to provide, on an interim basis,
additional adequate protection to the lender in the form of a
replacement lien encumbering leases and subleases entered into
following the Petition Date, and the rents generated therefrom.

A hearing on the request is scheduled for Jan. 18.

                     About J and Y Investment

J and Y Investment, LLC, sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-10218) in Seattle on Jan. 10, 2013.

The Debtor is a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B) and owns the Federal Way Center Building in 2505 S
320th Street, Federal Way, Washington.  The property is valued at
$11.43 million and secures an $8.56 million debt to BACM 2004-1.
The Debtor disclosed total assets of $13.05 million against total
liabilities of $8.65 million in its schedules.

New Castle, Washington-based East of Cascade, Inc., has a 100%
membership interest in the Debtor.

A copy of the schedules of assets and liabilities is available for
free at http://bankrupt.com/misc/wawb13-10218.pdf

The statement of financial affairs and other missing documents are
due Jan. 24.


J AND Y INVESTMENT: Section 341(a) Meeting Scheduled for Feb. 13
----------------------------------------------------------------
A meeting of creditors in the Chapter 11 case of J and Y
Investment, LLC, will be held on Feb. 13, 2013, at 2:00 p.m. at
US Courthouse, Room 4107.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.  All
creditors are invited, but not required, to attend.  This meeting
of creditors offers the one opportunity in a bankruptcy proceeding
for creditors to question a responsible office of the Debtor under
oath about the company's financial affairs and operations that
would be of interest to the general body of creditors.

                      About J & Y Investment

J and Y Investment, LLC, sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-10218) in Seattle on Jan. 10, 2013.  The
petition was signed by Yong C. Kang, president of East of
Cascade, Inc.  Judge Karen A. Overstreet oversees the case.
Bush Strout & Kornfeld, LLP, serves as the Debtor's counse.

The Debtor is a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B) and owns the Federal Way Center Building in 2505 S
320th Street, Federal Way, Washington.  The property is valued at
$11.43 million and secures an $8.56 million debt to BACM 2004-1.
The Debtor disclosed total assets of $13.05 million against total
liabilities of $8.65 million in its schedules.

New Castle, Washington-based East of Cascade, Inc., has a 100%
membership interest in the Debtor.


JACOB NORTH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jacob North Printing Co., Inc.
        3721 West Mathis Street
        Lincoln, NE 68524-2080

Bankruptcy Case No.: 13-40066

Chapter 11 Petition Date: January 14, 2013

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: Trev Peterson, Esq.
                  KNUDSEN BERKHEIMER RICHARDSON ENDACOTT
                  3800 VerMass Place, Suite 200
                  Lincoln, NE 68502
                  Tel: (402) 475-7011
                  Fax: (402) 475-8912
                  E-mail: tpeterson@knudsenlaw.com

Scheduled Assets: $2,065,147

Scheduled Liabilities: $5,051,678

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/neb13-40066.pdf

The petition was signed by Charles Calhoun, president.


JACOBS FINANCIAL: Delays Form 10-Q for Nov. 30 Quarter
------------------------------------------------------
Jacobs Financial Group, Inc., was unable without unreasonable
effort and expense to prepare its accounting records and schedules
in sufficient time to allow its accountants to complete their
review of the Company's financial statements for the period
ended Nov. 30, 2012, before the required filing date for the
subject quarterly report on Form 10-Q.  The Company intends to
file the subject Quarterly Report on Form 10-Q on or before the
fifth calendar day following the prescribed due date.

                       About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.

The Company's balance sheet at Aug. 31, 2012, showed $8.94 million
in total assets, $16.53 million in total liabilities, $1.85
million in total mandatorily redeemable preferred stock, and a
$9.44 million total stockholders' deficit.

Jacobs Financial reported a net loss of $1.10 million for the year
ended May 31, 2012, compared with a net loss of $1.30 million
during the prior fiscal year.

In the auditors' report accompanying the consolidated financial
statements for the year ended May 31, 2012, Malin, Bergquist &
Company, LLP, in Pittsburgh, PA, noted that the Company's
significant net working capital deficit and operating losses raise
substantial doubt about its ability to continue as a going
concern.


JER/JAMESON: Has Exclusive Right to File Plan Until Feb. 17
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
JER/Jameson Mezz Borrower I, LLC, et al.'s exclusive periods to
file and solicit acceptances for the proposed Chapter 11 Plan
until Feb. 17, 2013, and April 18, respectively.

As reported in the Troubled Company Reporter on Oct. 29, 2012,
the Debtors related that they, together with Channel Point, their
equity holders and their secured lenders, have undertaken efforts
to negotiate and develop a plan of reorganization that
contemplates, among other things, modifications to their franchise
agreements with Choice Hotels International, Inc. and affiliates
of Wyndham Worldwide Corporation, which will enable the re-
branding of the Debtors' hotel properties.

               About JER/Jameson Mezz Borrower II

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put
$330 million of debt on the chain to finance the buyout.  At the
top of the list is a $175 million mortgage loan with Wells Fargo
Bank NA serving as special servicer.  There are four tranches of
mezzanine loans, each for $40 million.  The collateral for each of
the Mezz Loans is the equity interest in the entity or entities
immediately below the borrower of each Mezz Loan.  All of the
mezzanine loans matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  The Debtors tapped
Ashby & Geddes, P.A. to represent their restructuring efforts.
Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and
balloting agent.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  JER/Jameson
Properties LLC disclosed $294,662,815 in assets and $163,424,762
in liabilities as of the Chapter 11 filing.  The petitions were
signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.

The U.S. Trustee has not appointed an official Committee of
unsecured creditors in any of the Debtors' cases.


JNC SOLOMON: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: JNC Solomon Enterprises Inc.
        645 Grandview Blvd.
        Daytona Beach, FL 32118

Bankruptcy Case No.: 13-00498

Chapter 11 Petition Date: January 14, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Patrick J. Thompson, Esq.
                  LAW OFFICES OF PATRICK J. THOMPSON
                  112 Orange Avenue
                  Daytona Beach, FL 32114
                  Tel: (386) 265-5945
                  Fax: (386) 265-5947
                  E-mail: law@patrickjthompson.com

Scheduled Assets: $1,131,000

Scheduled Liabilities: $3,091,466

A list of the Company's two largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/flmb13-00498.pdf

The petition was signed by Margaret Suleiman.


JOLIET CROSSINGS: Sec. 341(a) Meeting of Creditors on Jan. 31
-------------------------------------------------------------
There's a meeting of creditors of Joliet Crossings 2010, LLC, on
Jan. 31, 2013 at 3:00 p.m.  The meeting will be held at 219 South
Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802,
Chicago, Illinois 60604.  Last day to object to dischargeability
is April 1, 2013.

Joliet Crossings 2010, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 12-49294) in Chicago on Dec. 17, 2012.  Ariel
Weissberg, Esq., at Weissberg & Associates, Ltd., serves as
counsel.  The Debtor scheduled $17 million in assets and $15.9
million in liabilities.


K-V PHARMACEUTICAL: Files Copies of Plan Documents with SEC
-----------------------------------------------------------
K-V Pharmaceutical Company and its affiliates filed with the
Bankruptcy Court a proposed Joint Chapter 11 Plan of
Reorganization and related disclosure statement on Jan. 7, 2013,
along with a motion seeking, among other things, Bankruptcy Court
approval of the Disclosure Statement, establishing procedures for
the solicitation and tabulation of votes to accept or reject the
Proposed Plan, establishing the deadline and procedures for filing
objections to confirmation of the Proposed Plan, and approving the
procedures for the rights offering contemplated by the Proposed
Plan.

Copies of the filed Proposed Plan and related Disclosure Statement
are available at:

                        http://is.gd/D5keyS
                        http://is.gd/QLl68G

The Proposed Plan is subject to acceptance by the Debtors'
creditors and confirmation by the Bankruptcy Court.

As reported by the TCR on Jan. 16, 2013, under the proposed Plan,
the 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.

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.

                     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.


LA JOLLA: Adds Two Members to its Management Team
-------------------------------------------------
La Jolla Pharmaceutical Company has recently made two additions to
its management team.  Stacey Ruiz, Ph.D., has been hired as
Director of Research and Development, and Chester S. Zygmont, III,
as Director of Finance.  Dr. Ruiz will be working on the
development of La Jolla's pipeline drug candidates alongside James
Rolke, Senior Director of Research and Development and patentee
for the technology behind GCS-100.  Mr. Zygmont will be leading
the management of all financial responsibilities including
accounting, regulatory reporting, investor relations, and
treasury.

Dr. Ruiz comes to La Jolla after 5 years at Reata Pharmaceuticals,
most recently working on bardoxolone methyl for the treatment of
chronic kidney disease.  Dr. Ruiz brings a breadth of experience
in product development and translational research, having led
pharmacology and toxicology pre-clinical programs for therapeutics
targeting diseases such as chronic kidney disease, cancer,
idiopathic pulmonary fibrosis, and multiple sclerosis.  Dr. Ruiz
has also contributed to both early and late-stage clinical
development and has leveraged her scientific background to assist
both medical affairs and commercial initiatives.  Dr. Ruiz
completed her post-doctoral fellowship in Medical Oncology at
Harvard Medical School/Dana-Farber Cancer Institute.  She received
her Ph.D. in Cancer Biology from UT/MD Anderson Cancer Center and
B.S. from the University of Notre Dame.

Mr. Zygmont brings 10 years of experience in finance with a wide
range of industry applications to La Jolla.  Mr. Zygmont joins La
Jolla following his role at Z3 Capital, LLC, where he served as
managing director.  Z3 Capital, LLC, is a privately held
investment firm focused on investment acquisition and venture
funding of startup real estate, medical device and biotech
companies.  Mr. Zygmont also served as vice president at Symmetry
Advisors, a private equity leverage buyout firm in New York City.
While at Symmetry, he managed finance for the public sector fund,
was a key team member on a $600 million buyout of a portfolio
company, and subsequently led the restructuring of its
manufacturing division.  Mr. Zygmont earned his M.S. in Finance
from Baruch College Zicklin School of Business and his B.A. from
Eastern University.

"This is a very exciting time for the Company.  This expansion of
our management team underscores the growth occurring at La Jolla
and we look forward to the strategic contributions these team
members will make," said George F. Tidmarsh, M.D. Ph.D., president
and chief executive officer of La Jolla.  "We are now positioned
to effectively advance the development of our pipeline with the
goal of commercializing products that can help those suffering and
in need of better treatments."

                        Change of Auditor

The Board of Directors of La Jolla approved the engagement of
Squar, Milner, Peterson, Miranda & Williamson, LLP, as the
Company's independent registered public accountant to audit the
Company's financial statements for the fiscal year ended Dec. 31,
2012.  The Board of Directors dismissed BDO USA, LLP, as the
Company's independent registered public accountant on January 8.

The reports of BDO on the Company's financial statements, as of
and for the fiscal years ended Dec. 31, 2011, and Dec. 31, 2010,
did not contain any adverse opinion or disclaimer of opinion, nor
were those reports qualified or modified as to uncertainty, audit
scope or accounting principles, except that each of these reports
contained an explanatory paragraph expressing substantial doubt as
to the company's ability to continue as a going concern as a
result of recurring losses and a large accumulated deficit.

During the fiscal years ended Dec. 31, 2012, 2011 and 2010, and
from Jan. 1, 2013, through Jan. 8, 2013: (1) the Company had no
disagreements with BDO on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, for which disagreements, if not resolved to the
satisfaction of BDO, would have caused BDO to make reference to
the subject matter of the disagreement in connection with its
reports; and (2) there have been no "reportable events" (as
defined in Item 304(a)(1)(v) of Regulation S-K).

During the fiscal years ended Dec. 31, 2012, 2011, and 2010, and
from Jan. 1, 2013, through Jan. 8, 2013, the Company did not
consult with Squar Milner regarding: (1) the application of
accounting principles to a specified transaction, either proposed
or completed, or the type of audit opinion that might be rendered
on the Company's financial statements; or (2) any matter or
reportable event set forth in Item 304(a)(2)(i) or (ii) of
Regulation S-K.

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

La Jolla reported a net loss of $11.54 million in 2011, compared
with a net loss of $3.76 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.40 million in total assets, $12.93 million in total
liabilities, all current, $5.80 million in Series C-1 redeemable
convertible preferred stock, and a $15.33 million total
stockholders' deficit.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.


LCI HOLDING: Meeting of Creditors on Jan. 24
--------------------------------------------
There's a meeting of creditors of LCI Holding Company, Inc., on
Jan. 24, 2013 at 1:00 p.m. at J. Caleb Boggs Federal Building, 844
King St., Room 2112, Wilmington, Delaware.

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 LifeCare

LCI Holding Inc. and its affiliates, doing business as LifeCare
Hospitals, operate eight "hospital within hospital" facilities and
19 freestanding facilities in 10 states.  The hospitals have about
1,400 beds at facilities in Louisiana, Texas, Pennsylvania, Ohio
and Nevada.  LifeCare is controlled by Carlyle Group, which holds
93.4 percent of the stock following a $570 million acquisition in
August 2005.

LifeCare Holdings and its affiliates, including LifeCare Holdings
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
12-13319) on Dec. 11, 2012, with plans to sell assets to secured
lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.


LCI HOLDING: Huron Management Okayed to Provide Interim CFO
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
LCI Holding Company, Inc., et al., to (i) retain Huron Management
Services LLC to provide the Debtors an interim Chief Financial
Officer and certain additional personnel and (ii) designate Stuart
Walker as interim chief financial officer for the Debtors, nunc
pro tunc to Dec. 11, 2012.

Success fees, transaction fees, catch up fees or other back-end
fees will be approved by the Court at the conclusion of the case
and are not pre-approved.

As reported in the TCR on Dec. 14, 2012, Mr. Walker and the
additional personnel to be provided by Huron will, among other
things:

   -- oversee and control the preparation of the Debtors' 13 week
      cash flow forecast and financial disclosures;

   -- provide assistance in connection with communications and
      negotiations with constituents.

   -- provide recommendations with respect to the implementation
      of the reorganization efforts.

The rates Huron will charge for the engagement are:

           Interim CFO             $65,000 per month
           Managing Director       $675 to $750 per hour
           Senior Director         $550 to $620 per hour
           Director                $550 to $620 per hour
           Manager                 $420 to $535 per hour
           Associate               $350 per hour
           Analyst                 $250 per hour

The Debtors will be billed for all out-of-pocket expenses
reasonably incurred by Huron.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4 percent of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.


LCI HOLDING: Can Employ KCC to Provide Administrative Services
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
LCI Holding Company, Inc., et al., to employ Kurtzman Carson
Consultants LLC to provide administrative services to the Debtors,
nunc pro tunc to the Petition Date, on the terms and conditions
set forth in Debtors' engagement letter with KCC, dated as of
Nov. 7, 2012.

KCC will provide these Administrative Services, among others:

  (a) Assist the Debtors in analyzing claims filed against their
      estates;

  (b) Assist with the preparation of the Debtors' Schedules of
      Assets and Liabilities and Statements of Financial Affairs.

  (c) Tabulate vote and perform subscription services as may be
      requested or required in connection with any and all Chapter
      11 plans that may be filed by the Debtors and provide ballot
      reports and related balloting and tabulation services to the
      Debtors and their professionals; and

  (d) Generate an official ballot certification and testify, if
      necessary, in support of the ballot tabulation results.

KCC represents that it neither holds nor represents any interest
adverse to the Debtors' estates in connection with any matter on
which it would be employed and that it is a ?disinterested
person,? as referenced in Section 372(a) of the Bankruptcy Code
and as defined in Section 101(4) of the Bankruptcy Code.

KCC will bill at its standard hourly rates as set forth in the
Services Agreement.

On Dec. 13, 2012, the Court entered an order appointing KCC as
Claims and Notice Agent, nunc pro tunc to the Petition Date.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4 percent of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.


LCI HOLDING: Can Employ KPMG as Auditors and Tax Consultants
------------------------------------------------------------
Jan. 10 date of document; Assigned Jan. 15
The U.S. Bankruptcy Court for the District of Delaware authorized
LCI Holding Company, Inc., Inc., et al., to employ KPMG LLP as
auditors, tax compliance and tax consultants to the Debtors, nunc
pro tunc to the Petition Date.

As reported in the TCR on Dec. 20, 2012, for audit services, which
include an audit of the financial statements and schedules of the
Debtors, the majority of fees to be charged reflect a reduction of
30% to 50% from KPMG's normal and customary rates:

           Audit Services             Discounted Rate
           --------------             ---------------
           Partners                    $450 to $500
           Senior Managers/Managers    $375 to $425
           Senior Associates           $225 to $275
           Associates                  $125 to $175

For tax compliance and consulting services, which include the
preparation of federal and state corporate tax returns and
schedules, the majority of fees will have a reduction of 20% to
25% of the firm's normal rates:

           Tax Compliance Services   Discounted Rate
           -----------------------   ---------------
           Partners                       $695
           Senior Managers                $580
           Managers                       $470
           Senior Associates              $320
           Associates                     $260

           Tax Consulting Services   Discounted Rate
           -----------------------   ---------------
           Partners/Directors         $695 to $840
           Senior Managers            $580 to $740
           Managers                   $470 to $660
           Senior Associates          $320 to $480
           Associates                 $260 to $320

KPMG will also seek reimbursement for reasonable and necessary
expenses.

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

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4 percent of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company Inc. and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.


LCI HOLDING: Wins OK for Skadden Arps as Bankruptcy Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
LCI Holding Company, Inc., to employ Skadden, Arps, Slate, Meagher
& Flom LLP and its affiliated law practice entities as the
Debtors' bankruptcy, corporate and litigation counsel, nunc pro
tunc to the Petition Date.

Skadden will provide these services, among others:

1. advising the Debtors with respect to their powers and duties as
debtors and debtors in possession.

2. attending meetings and negotiating with represnetiatives of
creditors and other parties in interest and advising and
consulting on the conduct of the cases;

3. taking all necessary actions to protect and preserve estates;
and

4. preparing all motions, applications, answers, reports and
papers necessary to the administration of the estates.

As reported in the TCR on Dec. 14, 2012, Skadden's current hourly
rates range from $840 to $1,150 for partners, $815 to $985 for
counsel, $364 to $755 for associates and $195 to $310 for legal
assistants.  Effective Jan. 1, 2013, the rates will rise to $840
to $1,220 for partners, $845 to $930 for counsel, $365 to $795 for
associates and $195 to $325 for legal assistants.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4 percent of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.


LEHMAN BROTHERS: Seeks to Eliminate $564.7MM US Airways Reserve
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. is unable to distribute
more than $10 billion to creditors given the requirement to retain
reserves for claims under dispute.  One of the larger claims
requiring holdback is $564.7 million being held aside for US
Airways Group Inc.

According to the report, the US Airways claim arises from the
airline's purchase of auction-rate securities through the
brokerage subsidiary Lehman Brothers Inc.  US Airways initiated
arbitration where the panel decided that three former Lehman
employees were liable for $15 million.  The award was paid with
Lehman's directors' and officers' liability insurance.

The report relates that Lehman filed papers Jan. 15 setting up a
hearing on Jan. 30 in U.S. Bankruptcy Court in Manhattan where the
judge will be asked to cut the reserve for the US Airways claim.
Lehman argues that only the brokerage subsidiary is liable on the
claim, although US Airways contends otherwise.  Alternatively,
Lehman proposes that no more than about $91 million be held in
reserve.

                       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)


LENNAR CORP: Earnings Reflect Improving Housing Sector, Fitch Says
------------------------------------------------------------------
Lennar Corporation (NYSE: LEN) on Jan. 15, 2013, reported better
than expected fourth-quarter earnings, reflecting the company's
strong liquidity position and continuing growth prospects for the
U.S. housing sector, according to Fitch Ratings. The company is
the third largest homebuilder in the U.S. and has an issuer
default rating (IDR) of 'BB+'.  Rating Outlooks for both Lennar
and the U.S. housing and homebuilding sectors are Stable.

Lennar's fourth-quarter revenue jumped 42% to $1.35 billion and
gross margins expanded to 23.5% from 19.4%. The company's CEO
noted that low mortgage rates, affordable home prices, reduced
foreclosures, and an extremely favorable "rent versus own"
comparison continued to drive the U.S. housing recovery, as
reflected in Lennar's earnings. Fitch sees attractive home prices,
persistently low mortgage rates, and a rise in nominal incomes
resulting in superior affordability and valuations. Mortgage rates
remain near their all-time recorded lows, and housing appears more
undervalued versus incomes than at any time in the past 35 years.
Rising home prices and the potential for interest rates to
increase could create a sense of urgency and encourage fence-
sitters to pull the trigger and purchase a home.

Lennar maintains solid liquidity, with unrestricted homebuilding
cash of $1.15 billion as of Nov. 30, 2012. The company also has an
unsecured revolving credit facility of $500 million that expires
in May 2015. Its debt maturities are well-laddered, with roughly
20% of its total homebuilding debt maturing through 2015.

Fitch says: "We raised our housing forecast for 2012 a number of
times during the course of the year. Nevertheless, the current
forecast still reflects a below-trend line cyclical rise off a
very low bottom. In a slowly growing economy with somewhat
diminished distressed home sales competition, less competitive
rental cost alternatives, and new home inventories at historically
low levels, 2013 single-family housing starts should improve about
18%, while new home sales increase approximately 22% and existing
home sales grow 7%. However, as we have noted in the past,
recovery will likely occur in fits and starts.

"We also adjusted expectations for home prices due to overt price
increases and mix issues. Average single-family new home prices
(as measured by the Census Bureau) improved an estimated 3.5% in
2012 and should rise about 3.8% in 2013.

"Although home prices have stabilized and started to improve, we
believe that home price appreciation will tend to be relatively
narrowly focused and very sensitive to local economic, employment,
and supply issues. Demand will likely continue to be affected by
widespread negative equity, challenging mortgage qualification
standards, and excess supply due to foreclosures. Foreclosure
activity could also accelerate somewhat this year as a result of
agreements between banks and the federal government."


LITHIUM TECHNOLOGY: Issues 61.1 Million Common Shares to Lex Van
----------------------------------------------------------------
Lithium Technology Corporation received an initial request from
its existing investor Lex van Hessen Holdings BV, in Nieuwerkerk
a/d Ijssel, The Netherlands, to convert a certain convertible note
in their possession into common shares.  This request was
confirmed and finalized on Jan. 10, 2013, and as a result, the
Company issued 61,133,291 common shares to Lex van Hessen Holdings
BV.

The total principal of the converted notes was $3,571,817.
Including accrued interest, the total note amount of the
conversion was $4,279,330.

As a result, the total number of shares outstanding of the Company
has increased from 2,564,124,519 to the new total of
2,625,257,810.

                      About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company was not able to file its annual report for the period
ended Dec. 31, 2011, and its quarterly reports for the succeeding
periods.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $12.26 million on $6.06 million of total revenue.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                          Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


LMI AEROSPACE: Moody's Gives 'B1' CFR; Rates $325MM Loans 'B1'
--------------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family
rating to LMI Aerospace, Inc. and a B1 rating to its $325 million
senior secured credit facilities. The rating outlook is stable.

On December 28, 2012, LMI completed the acquisition of Valent
Aerostructures, LLC for roughly $246 million, including assumed
debt. The acquisition was primarily funded with proceeds from the
$225 million term loan and $15 million of equity issued to Valent.

The following ratings have been assigned:

  B1 Corporate Family Rating (CFR);

  B2-PD Probability of Default Rating (PDR);

  B1 (LGD3, 34%) to the proposed $100 million first lien
  revolving credit facility due 2017;

  B1 (LGD3, 34%) to the $225 million first lien term loan due
  2018; and

  SGL-2 speculative grade liquidity rating.

Ratings Rationale

The B1 corporate family rating reflects LMI's relatively high
initial leverage following its debt funded acquisition of Valent,
proforma of roughly 4.5x at December 31, 2012, its small scale,
its focus within the cyclical commercial aerospace sector and high
customer concentrations. Moody's analyst Brian Grieser said "while
initial leverage is viewed as high, LMI and Valent's combined
backlog and earnings growth expectations, coupled with a
commitment by LMI's management to conservative balance sheet
management, is expected to support a meaningful reduction in
financial leverage during 2013 and into 2014".

The ratings favorably reflects LMI's cyclical growth prospects
driven by increasing production rates of commercial aircrafts and
increasing outsourcing by original equipment manufacturers (OEM)
and Tier 1 suppliers. Proforma for the acquisition, LMI will have
an increased exposure to mature platforms such as the Boeing 737
and 747 and Gulfstream 450/550 as well as a growing exposure to
next generation platforms such as B787 and G650. The majority of
work performed by LMI is done subject to long term agreements
where the company is the sole-source provider which provides
significant revenue and earnings visibility. As such, Moody's
expects recent earnings growth trends for both companies to
continue over the next 12 to 24 months supporting a restoration of
credit metrics.

The SGL-2 rating reflects Moody's view that LMI will possess a
good liquidity profile over the next twelve to eighteen months.
LMI is expected to fund all of its basic needs through internal
sources. However, 2013 capital spending will include extraordinary
investments in working capital and CAPEX to enable LMI to receive
offload work from OEM's and Tier 1 suppliers that will consume
much of expected cash flows and delay meaningful debt reduction
into 2014. LMI will benefit from full availability on its proposed
$100 million revolving credit facility and should maintain good
covenant headroom in both its interest coverage and total leverage
covenants. All assets are encumbered by the first lien revolver
and term loan.

The B1 rating on the senior secured credit facilities reflects its
first lien security interest in substantially all assets of LMI as
well as upstream guarantees from all operating subsidiaries.
Further, the ratings reflect an estimated 65% family recovery
rate, due to the all first lien capital structure, as well as the
term loan and revolver represent the preponderance of the debt.

The stable outlook incorporates Moody's expectation that LMI will
benefit from growing production rates by aircraft manufacturers,
particularly Boeing, Gulfstream and Bombardier, as well as
increasing off-loading of work by Spirit Aerosystems on key
platforms such as the B737. Moody's expects this to translate into
higher combined earnings and debt reduction which should improve
both leverage and cash generation.

Given LMI's modest operating scale and end market concentration, a
ratings upgrade is viewed as unlikely. A ratings upgrade would
likely be predicated on LMI's expansion of its operating scale or
diversification into less volatile sectors. If accomplished,
Moody's would consider an upgrade if leverage was consistently
maintained below 3.5x and LMI maintained a strong liquidity
profile.

A ratings downgrade could occur if liquidity were to deteriorate
or if the company were unable to successfully ramp up new business
or integrate the Valent acquisition resulting in a deterioration
of earnings. Leverage maintained at or above 4.5x or failure to
allocate free cash flow to debt reduction could lead to a negative
outlook or ratings downgrade.

The principal methodology used in rating LMI 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.

LMI, headquartered in St. Charles, Mo., is a provider of design
engineering services and supplier of structural assemblies, kits,
and components to aerospace and defense markets. Valent is a
provider of complex structural components, major sub assemblies
and machined parts for OEM and Tier 1 airframe manufacturers.
Profroma for the Valent acquisition, 2012 revenues were roughly
$400 million.


LMI AEROSPACE: S&P Assigns 'B+' CCR, Rates $325MM Loans 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to LMI Aerospace Inc.  The outlook is
stable.  At the same time, S&P is assigning its 'B+' issue rating
and '3' recovery rating to the proposed $325 million secured
first-lien credit facility, which consists of a $100 million
revolver and a $225 million term loan.  The '3' recovery rating
indicates our expectation of substantial (50%-70%) recovery in the
event of payment default.

"The ratings on LMI reflect our expectations that leverage will
improve steadily over the next 12 months because of earnings
growth and some debt reduction from free cash flow," said Standard
& Poor's credit analyst Christopher DeNicolo.  We believe revenues
and earnings will show solid growth over the next year because of
strength in commercial aerospace market, good positions on popular
aircraft programs, and contributions from Valent.  We assess the
company's business risk profile as "weak," as defined in our
criteria, reflecting its position as a Tier II aerostructures
supplier to the cyclical and competitive commercial aerospace
market, relatively good customer and program diversity, and
efficient operations.  We assess the company's financial risk
profile as "aggressive," based on the company's moderately high
debt leverage, limited free cash flow in the next year (because of
high capital expenditures), and adequate "liquidity."

LMI recently acquired Valent for $247 million, financed with
proceeds from a $225 million term loan, as well as cash and
equity.  Valent is a supplier of major, complex sub-assemblies and
machine parts to leading airframe manufacturers in the commercial
aerospace, military, and general aviation industries.  This
expands and complements LMI's capabilities, and modestly improves
its program and customer diversity.  Credit measures are average
for the rating, with pro forma debt to EBITDA of about 4x, funds
from operations (FFO) to debt of 15%-20%, and EBITDA interest
coverage of approximately 3.5x.  We expect modest improvement over
the next 12 months because of growing earnings due to strength in
the commercial aerospace market as well as modest debt reduction
from free cash flows.  In 2013, we expect debt to EBITDA to
decline to 3x-3.5x and FFO to debt to improve to about 20%, absent
further debt-financed acquisitions.

LMI provides design engineering services, structural assemblies,
and kits and components for large commercial aircraft (50% of
sales pro forma for the Valent acquisition), business and regional
jets (23%), military (17%), and other markets (10%), which
includes technology, testing, and commercial consulting services.
Some of the company's products include fuselage and wing skins and
assemblies, helicopter components, and machined spars and ribs as
well as design and engineering services.  The acquisition of
Valent broadens LMI's manufacturing capabilities and expands their
position on major platforms, especially the very popular Boeing
737.  The combined company should be able to compete for larger,
more complex assemblies.

The commercial aerospace market is currently in a cyclical upturn,
and the major aircraft and engine manufacturers are increasing
production significantly to work down huge order backlogs.
Although defense spending is likely to be flat to declining for
the foreseeable future, military platforms comprise only 17% of
total pro forma revenues, and funding for the company's major
military programs should be relatively stable in the next year.

LMI has good program diversity for the size of the company.  On
the commercial aerospace side, the combined company will have
content on the Boeing 737, 747, 777, and 787, as well as the
Gulfstream G450, G550, and G650 business jets.  On the military
side, programs include the Blackhawk helicopter, F-18 fighter, and
V-22 tilt-rotor.  The company's customer base is limited, as is
typical for an aerospace supplier.  Although the top seven
customers will still comprise more than 75% of sales, pro forma
for the acquisition, the largest customer will change from Boeing
to Spirit Aerosystems (which itself sells mostly to Boeing), which
will account for more than 25% of combined sales.

The outlook is stable.  Revenues and earnings should see solid
growth over the next year due to higher production of commercial
aircraft and improving margins.  S&P expects that higher earnings
and debt reduction using excess free cash flow should result in
steadily improving credit ratios.  S&P do not expect to raise the
ratings in the next year but could do so if cash flow and debt
reduction is greater than S&P expects, resulting in debt to EBITDA
below 3x and FFO to debt above 25%.  S&P is also unlikely to lower
the ratings, but if lower-than-expected earnings or material debt-
financed acquisitions result in debt to EBITDA increasing above 5x
or FFO to debt declining below 12%, and S&P expects the measures
to remain there, S&P could downgrade the company.


LODGENET INTERACTIVE: Rich Battista Steps Down President & CEO
--------------------------------------------------------------
LodgeNet Interactive Corporation on Jan. 16 disclosed that Rich
Battista will depart as President, CEO and director of the Company
as of January 16, 2013.  Frank Elsenbast, the Company's CFO, and
James Naro, the Company's General Counsel, have been appointed
interim co-CEOs.

During his tenure, Mr. Battista successfully guided LodgeNet
through a strategic review process that recently concluded with
the announced $60 million recapitalization plan with an investor
syndicate led by Colony Capital.  The recapitalization is designed
to place LodgeNet on a path to revitalize its business and balance
sheet, while delivering strong cash flow.  The recapitalization
also includes a five-year extension of the Company's secured
credit facility with its lenders.

"Rich has done a first-rate job as our president & CEO, leading us
through this transaction to secure the Company's future," said
LodgeNet Interactive Chairman Doug Bradbury.  "Under the Colony
Capital-led syndicate, LodgeNet is poised to transform its
business and re-affirm its position as the industry leader in
providing interactive products and services to the hospitality and
healthcare markets. We thank Rich for his significant
contributions to the Company during this important time and wish
him well in his future endeavors."

"My time at LodgeNet has been very rewarding," said Rich Battista.
"I am proud of what we have accomplished in signing our
recapitalization agreement with Colony and our lenders in order to
return LodgeNet to strong financial footing.  The Colony-led
syndicate brings significant resources, both financial and
strategic, to the Company.  It is now time to pass the baton and I
do so knowing that the company is in terrific hands and on an
exciting path towards strong future success."

As co-CEOs, Messrs. Elsenbast and Naro will oversee the completion
of the previously announced transaction through the court-
supervised process.  Upon closing of the transaction, the Company
will be appointing a new CEO.

                          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.


MARITIME COMMUNICATIONS: Dennis Brown Approved as FCC Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Mississippi
authorized Maritime Communications/Land Mobile, LLC to employ
Dennis Brown as its special FCC counsel, nunc pro tunc, effective
Aug. 4, 2012.  Mr. Brown is representing the Debtor in any
regulatory issues and efforts involving the FCC licenses in which
the Debtor may have an interest and in any ensuing litigation.
Mr. Brown will not be replacing the Debtor's special counsel
Robert J. Keller, but will be in addition to Mr. Keller.  While
Mr. Keller's representation is primarily directed toward an FCC
hearing involving the Debtor, Mr. Brown's representation has been
and will be primarily directed toward licensing matters before the
FCC.  Mr. Brown will be paid $350 per hour for his services.

                   About Maritime Communications

Maritime Communications/Land Mobile, LLC, owns and operates
numerous licenses for wireless and cellular services.  Its assets
primarily include Federal Communications licenses.  The Company
filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 11-13463)
on Aug. 1, 2011, in Aberdeeen, Mississippi.  Harris Jernigan &
Geno PLLC serves as the counsel to the Debtor.  The Debtor
disclosed $46,542,751 in assets, and $31,240,965 in liabilities as
of the petition date.

The U.S. Trustee for Region 5 appointed three members to
comprise the Official Committee of Unsecured Creditors.  Burr &
Forman LLP represents the Committee.


MAUI LAND: Stock Resumes Trading on NYSE, Subject to Reviews
------------------------------------------------------------
Maui Land & Pineapple Company, Inc., announced that the New York
Stock Exchange (NYSE) has accepted the Company's plan for
continued listing on the NYSE.  As a result, the Company's common
stock will continue to be listed on the NYSE, subject to quarterly
reviews by the NYSE to monitor the Company's progress against the
plan.

The NYSE notified the Company on Oct. 23, 2012, that the Company
had fallen below the NYSE's continued listing standards because
its average market capitalization was less than $50 million over a
30 trading-day period and its most recently reported shareholders'
equity was less than $50 million.

With the acceptance of the plan, the Company has 18 months from
the original notification date in which to comply with the average
market capitalization standard, subject to its compliance with the
NYSE's other continued listing requirements.

                    About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

Following the financial results for the year ended Dec. 31, 2011,
the Company's independent auditors expressed substantial doubt
about the Company's ability to continue as a going concern.
Deloitte & Touche LLP, in Honolulu, Hawaii, noted that the
Company's recurring negative cash flows from operations and
deficiency in stockholders' equity raise substantial doubt
about the Company's ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $61.44
million in total assets, $89.62 million in total liabilities and a
$28.17 million stockholders' deficiency.


MBIA INSURANCE: S&P Lowers Rating on Surplus Notes to 'C'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its rating
on MBIA Insurance Corp.'s 14% fixed-to-floating rate surplus notes
due 2033 to 'C' from 'CCC'.

The downgrade of the surplus notes is a result of nonpayment of
interest due on Jan. 15, 2013.  The New York State Department of
Financial Services (NYSDFS) has denied MBIA's request to make the
scheduled interest payment.  Under New York insurance law, any
payment on the notes may be made only with the prior approval of
the NYSDFS.

"Our 'C' subordinated debt rating include issues on which cash
coupon payments have been deferred, eliminated, or in some cases
paid in kind, as permitted under the terms of the issue.  We
assign a 'C' rating for types of nonpayment that are permitted
under the terms of the instrument to distinguish these more
clearly from cases that constitute events of default, for which
holders have specified remedies," S&P said.

RATINGS LIST

  MBIA Insurance Corp.
   Counterparty Credit Rating            B/Negative/--
   Financial Strength Rating             B/Negative/--

  Rating Lowered                                  To        From
  MBIA Insurance Corp.
   $1 bil var rate surplus nts due 01/15/2033     C         CCC


MCGUINNESS II: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: McGuinness II, Inc.
        9700 East Colonial Drive
        Orlando, FL 32817

Bankruptcy Case No.: 13--00414

Chapter 11 Petition Date: January 14, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: David S. Jennis, Esq.
                  JENNIS & BOWEN PL
                  400 North Ashley Drive
                  Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  E-mail: ecf@jennisbowen.com

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

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

A list of the Company's 18 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/flmb13-00414.pdf

The petition was signed by Rosa Catapano, president.


METRO FUEL: Curtis Mallet Approved as Bankruptcy Co-Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Metro Fuel Oil Corp., et al. to employ Curtis, Mallet-
Prevost, Colt & Mosle LLP as co-counsel.

Curtis, as co-counsel, is expected to handle matters where it
would be more cost effective for Curtis to handle the matters, or
matters which the Debtors, K&E, or other counsel to the Debtors
request be handled by Curtis.

The Debtors related that Kirkland & Ellis LLP serves as their lead
counsel.  To ensure that there would not be any duplication of
efforts, K&E and Curtis have worked together to develop a plan to
properly divide up the work in these chapter 11 cases.

Michael A. Cohen, a member of Curtis, told the Court that the
hourly rates of Curtis' personnel are:

         Partners                        $740 - $860
         Counsel                         $510 - $635
         Associates                      $305 - $600
         Paraprofessionals               $190 - $230
         Managing Clerks                    $450
         Other Support Personnel          $55 - $325

Mr. Cohen added that as an accommodation to the Debtors, Curtis
agreed to apply a 10% discount to Curtis' standard hourly rates.

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

                         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.  Th Debtor tapped Carl Marks Advisory
Group LLC as financial advisor and investment banker, Curtis,
Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP Services, LLC
as crisis managers for the Debtors, and appoint David Johnston as
their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.


METRO FUEL: Epiq Bankruptcy OK'd as Notice and Claims Agent
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Metro Fuel Oil Corp., et al. to employ Epiq Bankruptcy
Solutions, LLC as notice and claims agent.

Epiq is expected to, among other things:

   a. maintain a list of all potential creditors and notify all
potential creditors of the filing of the bankruptcy petitions and
of the setting of the first meeting of creditors, pursuant to
Section 341(a) of the Bankruptcy Code, under the proper provisions
of the Bankruptcy Code and the Federal Rules of Bankruptcy
Procedure as determined by Debtors' counsel; and

   b. prepare and serve required notices in these chapter 11
cases.

                         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.  Th Debtor tapped Carl Marks Advisory
Group LLC as financial advisor and investment banker, Curtis,
Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP Services, LLC
as crisis managers for the Debtors, and appoint David Johnston as
their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.


METRO FUEL: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Metro Terminals Corp., affiliate of Metro Fuel Oil Corp., filed
with the U.S. Bankruptcy Court for the Eastern District of New
York its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $30,303,337
  B. Personal Property            $8,310,146
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $58,724,451
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $3,462
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $12,646,497
                                 -----------      -----------
        TOTAL                    $38,613,483      $71,374,410

The other debtors also filed schedules, disclosing:

   Company                               Assets      Liabilities
   -------                               ------      -----------
Metro Fuel Oil Corp                    $19,646,033   $69,345,243
Metro Biofuels LLC                          $7,100   $58,724,451
Metro Terminals of Long Island, LLC     $5,158,065   $48,225,107
Metro Plumbing Services Corp                    $0   $48,218,552
Apollo Petroleum Transport LLC            $259,421   $48,371,612
Metro Energy Group LLC                     $95,921   $48,218,552
Kings Land Realty Inc.                    $163,551   $48,218,552
Apollo Pipeline LLC                       $524,985            $0
Apollo Petroleum Transport Inc.                 $0            $0

Copies of the schedules are available for free at:

            http://bankrupt.com/misc/METRO_FUEL_sal.pdf
            http://bankrupt.com/misc/METRO_FUEL_sal_b.pdf
            http://bankrupt.com/misc/METRO_FUEL_sal_c.pdf
            http://bankrupt.com/misc/METRO_FUEL_sal_d.pdf
            http://bankrupt.com/misc/METRO_FUEL_sal_e.pdf
            http://bankrupt.com/misc/METRO_FUEL_sal_f.pdf
            http://bankrupt.com/misc/METRO_FUEL_sal_g.pdf
            http://bankrupt.com/misc/METRO_FUEL_sal_h.pdf
            http://bankrupt.com/misc/METRO_FUEL_sal_i.pdf
            http://bankrupt.com/misc/METRO_FUEL_sal_j.pdf

                         About Metro Fuel

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

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

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913).  Judge Elizabeth S. Stong presides over the case.
Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the
Debtor.  The Debtor selected Epiq Bankruptcy Solutions LLC as
notice and claims agent.  Th Debtor tapped Carl Marks Advisory
Group LLC as financial advisor and investment banker, Curtis,
Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP Services, LLC
as crisis managers for the Debtors, and appoint David Johnston as
their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.


METRO FUEL: U.S. Trustee Forms 7-Member Creditors Committee
-----------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Metro Fuel Oil Corp., et al.

The Committee is comprised of

      1. Big Apple Energy
         Attn: Victor M. Ferreira
         6800 Jericho Tpke.
         Syosset, NY 11791
         Tel: (516) 558-7966

      2. Buckeye Pipe Line Company, L.P.
         Attn: Jason Lawhorn
         1 Greenway Plaza, Suite 600
         Houston, TX 77046
         Tel. (832) 325-5129

     3. Global Companies LLC
        Attn: Edward Faneuil
        800 South Street
        P.O. Box 9161
        Waltham, MA 02454
        Tel. (781) 398-4211

     4. NIC Holding Corp.
        Attn: Elizabeth A. McConaghy
        25 Melville Park Road, Suite 210
        Melville, NY 11747
        Tel. (631) 753-4221

     5. AMAF Burner & Control Supply
        Attn: Scott Lupardo
        146-57 Horace Harding Rd.
        Flushing, NY 11367
        Tel. (718) 358-1100

On Oct. 16, 2012, the U.S. Trustee added two creditors to the
Committee, namely:

      1. Hess Corporation
         Attn: Charles F. Cerria
         1185 Avenue of the Americas, 40th Floor
         New York, NY 10036
         Tel. (212) 536-8531

      2. Bayside Fuel Oil Depot Corp.
         Attn: Sergio Allegretti
         1776 Shore Parkway
         Brooklyn, NY 11214
         Tel. (718) 372-9800

                         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.  Th Debtor tapped Carl Marks Advisory
Group LLC as financial advisor and investment banker, Curtis,
Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP Services, LLC
as crisis managers for the Debtors, and appoint David Johnston as
their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.


MJM MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: MJM Management LLC
        aka Liberty Hotel
        1770 Orchid Avenue
        Hollywood, CA 90028

Bankruptcy Case No.: 13-11161

Chapter 11 Petition Date: January 15, 2013

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

Judge: Thomas B. Donovan

Debtor's Counsel: Howard S. Fisher, Esq.
                  LAW OFFICES OF HOWARD S. FISHER
                  9401 Wilshire, Suite 1250
                  Beverly Hills, CA 90212
                  Tel: (310) 553-2000
                  Fax: (310) 553-0012

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-11161.pdf

The petition was signed by Mushtag Ahmad, manager.


MOMENTIVE SPECIALTY: Launches Cash Tender Offer of $120MM Notes
---------------------------------------------------------------
Momentive Specialty Chemicals Inc. on Jan. 16 disclosed that it
has launched a cash tender offer to purchase any and all of the
outstanding $120 million aggregate principal amount of Second-
Priority Senior Secured Floating Rate Notes due 2014 of its wholly
owned subsidiaries, Hexion U.S. Finance Corp. and Hexion Nova
Scotia Finance, ULC.  In connection with the tender offer, the
Company is also soliciting consents from holders of the Notes to
certain amendments to the indenture and related documents
governing the Notes to, among other things, eliminate
substantially all of the restrictive covenants contained therein
and release collateral.

The Notes and other information relative to the tender offer are
set forth in the table below.

Title of Security

Second-Priority Senior Secured Floating Rate Notes
Due 2014

CUSIP
Number

428303AG6

Aggregate Principal Amount Outstanding

$120,000,000

Tender Offer
Consideration(1)

$972.50

Consent and Early Tender Payment(2)

$30.00

Total Consideration(1,2)

$1,002.50



        (1)   Per $1,000 principal amount of Notes excluding
accrued and unpaid interest thereon, which will be paid in
addition to the tender offer consideration or the total
consideration, as applicable.

        (2)   Includes the tender offer consideration and the
consent and early tender payment.

Each holder who validly tenders its Notes and delivers its
Consents to the proposed amendments prior to 5:00 p.m., New York
City time, on January 30, 2013, unless such time is extended by
the Company, will receive, if such Notes are accepted for purchase
pursuant to the tender offer, the total consideration of $1,002.50
per $1,000 principal amount of the Notes tendered, which includes
$30.00 as the tender offer consideration and $972.50 as a consent
and early tender payment.  In addition, accrued interest up to,
but not including, the applicable payment date of the Notes will
be paid in cash on all validly tendered and accepted Notes.

The tender offer is scheduled to expire at midnight, New York City
time, on February 13, 2013, unless extended or earlier terminated.
Holders who validly tender their Notes after the Early Tender Time
but on or prior to the Expiration Date will receive the tender
offer consideration of $972.50 per $1,000 principal amount of the
Notes, plus any accrued and unpaid interest on the Notes up to,
but not including, the payment date, but will not receive the
consent and early tender payment.

In connection with the tender offer, the Company is soliciting
consents to amend the indenture pursuant to which the Notes were
issued and certain related documents to, among other things,
eliminate substantially all of the restrictive covenants, certain
events of default and certain other provisions contained in that
indenture, and release the collateral securing the Notes.

Tendered Notes may be withdrawn at any time prior to the Early
Tender Time but not thereafter, except to the extent that the
Company is required by law to provide additional withdrawal
rights.  Holders who validly tender their Notes after the Early
Tender Time will receive only the tender offer consideration and
will not be entitled to receive a consent and early tender payment
if such Notes are accepted for purchase pursuant to the tender
offer.  Subject to the terms and conditions described below,
payment of the total consideration or tender offer consideration,
as applicable, will occur promptly after the Early Tender Time or
Expiration Date, as applicable.  In addition, at any time after
the Early Tender Time but prior to the Expiration Date, and
subject to the terms and conditions described below, the Company
may accept for purchase Notes validly tendered on or prior to such
time and purchase such Notes for the tender offer consideration or
total consideration, as applicable, promptly thereafter.

The consummation of the tender offer is conditioned upon, among
other things, the Company having sufficient funds to pay the total
consideration for validly tendered Notes from the issuance of
newly issued debt of the Company.

If any of the conditions are not satisfied, the Company may
terminate the tender offer and return tendered Notes.  The Company
has the right to waive any of the foregoing conditions with
respect to the Notes and to consummate the tender offer.  In
addition, the Company has the right, in its sole discretion, to
terminate the tender offer at any time, subject to applicable law.
It is the Company's current intention to redeem any Notes that are
not tendered pursuant to the tender offer.

This announcement shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities.  The complete
terms and conditions of the tender offer are set forth in an Offer
to Purchase and Consent Solicitation Statement dated January 16,
2013 and the related Consent and Letter of Transmittal that are
being sent to holders of the Notes.  The tender offer is being
made only through, and subject to the terms and conditions set
forth in, the Offer Documents and related materials.

J.P. Morgan will act as Dealer Manager and Solicitation Agent for
the tender offer for the Notes.  Questions regarding the tender
offer may be directed to J.P. Morgan at (800) 245-8812 (toll-free)
or (212) 270-1200 (collect).

Global Bondholder Services Corporation will act as the Information
Agent for the tender offer.  Requests for the Offer Documents may
be directed to Global Bondholder Services Corporation at (212)
430-3774 (for brokers and banks) or (866) 470-3700 (for all
others).

Neither the Company nor any other person makes any recommendation
as to whether holders of Notes should tender their Notes, and no
one has been authorized to make such a recommendation. Holders of
Notes must make their own decisions as to whether to tender their
Notes, and if they decide to do so, the principal amount of the
Notes to tender. Holders of the Notes should read carefully the
Offer Documents and related materials before any decision is made
with respect to the tender offer.

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported net income of $118 million on $5.20
billion of net sales in 2011, compared with net income of $214
million on $4.59 billion of net sales in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.44 billion in total assets, $4.60 billion in total liabilities
and a $1.16 billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


NATIONAL QUALITY: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: National Quality and Review Corporation
        5305 Kenilworth Avenue, Suite 200
        Riverdale, MD 20737

Bankruptcy Case No.: 13-10659

Chapter 11 Petition Date: January 14, 2013

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Charles C. Iweanoge, Esq.
                  THE IWEANOGES' FIRM, PC
                  1026 Monroe Street, NE
                  Washington, DC 20017
                  Tel: (202) 347-7026
                  Fax: (202) 347-7108
                  E-mail: cci@iweanogesfirm.com

Estimated Assets: $0 to $50,000

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

A copy of the list of two top unsecured creditors is
available for free at http://bankrupt.com/misc/mdb13-10659.pdf

The petition was signed by Anthony I. Isama, president.


OCALA SHOPPES: Wants Access to Shopping Center's Rents
------------------------------------------------------
The Ocala Shoppes LLC filed an emergency motion for an order
authorizing its immediate use and possession of property that may
constitute "cash collateral."

Prepetition, the Debtor financed the acquisition and construction
of its shopping center through a series of loans.  Bank of America
N.A., on account of its merger with Merrill Lynch in October 2010,
is owed $100 million in principal on account of secured loans to
the Debtor.  In February 2012, BOA filed a verified complaint for
foreclosure in Florida state court, and in August 2012, obtained
an order instructing tenants to pay all rents to BOA.

Having sought bankruptcy protection, Ocala is requesting the
Bankruptcy Court to authorize its use of any rents or other income
derived from the property.  In order to adequately protect any
interest of BOA, the Debtor proposes:

   -- All rents and income derived from the property will be paid
      directly by the tenants and deposited into an interest
      bearing account ("rents account"), which will not be
      commingled with any other accounts of the Debtor;

   -- The Debtor will disburse funds from the rents account to pay
      the reasonable and customary expenses associated with the
      management and operation of the property.

   -- The Debtor seeks to use cash collateral to the extent
      necessary to pay any deposits required by any utility as
      adequate assurance.

The Debtor will also provide BOA with written reporting as to the
status of the operations.  It will also grant replacements liens
to BOA.

The Debtor says in the cash collateral motion that it does not
believe that the value of its property exceeds the amount of BOA
claims.

                      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, 2012, 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.


OCALA SHOPPES: Section 341(a) Meeting Scheduled for Feb. 7
----------------------------------------------------------
A meeting of creditors in the Chapter 11 case of The Ocala Shoppes
LLC will be held on Feb. 7, 2013, at 11:00 a.m. at Tampa, FL (861)
- Room 100-B, Timberlake Annex, 501 E. Polk Street.  Creditors
have until March 25 to file proofs of claims.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      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, 2012, 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.


OILERS BORROWER: Moody's Assigns 'B2' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Oilers Borrower Corp., a subsidiary of Oilers Acquisition Holdings
Corp., a special purpose holding company formed to acquire
OneStopPlus Group, a retailer that specializes in selling plus
size apparel nationally through its direct-to-consumer catalogs
and e-commerce websites. In addition, Moody's also assigned a B1
rating to the company's proposed $280 million senior secured term
loan. The rating outlook is stable.

On December 5, 2012, Charlesbank Capital Partners and Webster
Capital (together the "Sponsors") announced they had agreed to
purchase 100% of Redcats USA from PPR S.A., a publicly traded
French multinational company which operates a global portfolio of
luxury, sport, and lifestyle brands, for $522 million including
fees and expenses. The acquisition will be funded with proceeds
from the proposed $280 million 1st lien term loan, a proposed
$85 million 2nd lien term loan (not rated by Moody's), and equity
from the company's Sponsors.

Upon consummation of the transaction, Oilers will be merged with
and into Redcats USA, with Redcats USA being the surviving entity
and obligor of the term loans under the name OneStopPlus Group.
The assigned ratings are subject to the completion of the
transaction and Moody's review of final documentation. This is a
first time rating for OneStopPlus.

The following ratings were assigned:

  -- Corporate Family Rating at B2;

  -- Probability-of-Default Rating at B2-PD;

  -- $280 million Senior Secured 1st Lien Term Loan due 2020 at
     B1 (LGD3, 40%).

Ratings Rationale

OneStopPlus' B2 Corporate Family Rating reflects the company's
narrow focus on the direct-to-consumer plus-size apparel market,
modest scale in the retail and apparel industry, and a high
reliance on catalog mailings to drive sales. The rating also
reflects the company's high leverage with pro forma debt/EBITDA
(incorporating Moody's standard analytical adjustments, including
75% of parent preferred stock treated as debt) expected to be
around 6.2 times for the latest twelve month period ended
September 30, 2012, with deleveraging expected through debt
reduction with excess free cash flow and modest earnings growth.

The company's rating is supported by favorable demographic trends
due the increasing number of overweight and obese people in the
U.S., the breadth of its product offering relative to many
competitors, and the solid growth trends in online retail
spending. The company's liquidity is expected to be good with
positive cash flow and availability under a proposed $60 million
ABL revolver (not rated by Moody's) expected to be more than
sufficient to cover seasonal working capital needs, modest capital
spending and debt amortization over the next twelve months.

The stable rating outlook reflects the expectation that
OneStopPlus will steadily de-lever through debt reduction with
excess free cash flow and modest earnings growth, and that the
company will maintain good liquidity.

Ratings could be downgraded if revenue or earnings were to
deteriorate, competitive pressure increase, or financial policies
become aggressive. Specific metrics include debt/EBITDA exceeding
7 times or EBITA/interest falling below 1.5 times. A deterioration
in liquidity may also result in a negative rating action.

Ratings could be upgraded if debt/EBITDA falls below 4.5 times and
EBITA/interest expense rises above 2.5 times while maintaining
positive free cash flow and using excess cash to pay down debt. A
higher rating would also require maintenance of good liquidity.

The B1 rating assigned to the company's proposed first lien term
loan facility reflects the B2-PD overall probability of default of
the company and a loss given default assessment of LGD3, 40%. The
facility benefits from the sizeable amount of junior claims in the
proposed capital structure, including the proposed $85 million
second lien term loan, as well as its first lien position on
substantially all assets of the company, other than accounts
receivable, inventory and cash which are pledged on a first lien
basis to the company's proposed ABL credit facility.

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

Headquartered in New York, NY, OneStopPlus Group is a retailer
that specializes in selling plus size apparel nationally through
its direct-to-consumer catalogs and e-commerce websites. The
company operates 8 unique lifestyle brands through its branded
website and catalogs, including Woman Within, Roaman's, Jessica
London, fullbeauty, King Size, BrylaneHome, BCO, and
OneStopPlus.com.


OILERS BORROWER: S&P Gives 'B' CCR, Rates $280MM Loan 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to New York City-based Oilers Borrower
Corp. following the announcement of the leveraged buyout from
French luxury goods manufacturer and retailer, PPR S.A.
(BBB/Stable/A-2).  The outlook is stable.

"Concurrently, we assigned a 'B' issue-level rating with a '3'
recovery rating to the company's $280 million first-lien secured
term loan due 2020.  The '3' recovery rating indicates our
expectation of meaningful (50% to 70%) recovery in the event of a
payment default.  We also assigned a 'CCC+' issue-level rating
with a '6' recovery rating to the $85 million second-lien secured
term loan, also due 2020.  The '6' recovery rating indicates our
expectation for negligible (0% to 10%) recovery of principal in
the event of a payment default," S&P noted.

At the completion of the transaction, Oilers Borrower Corp. will
merge with and into Redcats USA Inc., doing business as
OneStopPlus Group.  According to the company, the transaction will
be funded with equity from Charlesbank Capital and Webster Capital
and the first- and second-lien secured term loans.  These proceeds
will be used to purchase the company from PPR S.A. and pay fees
and expenses.

The ratings on specialty apparel retailer, Oilers Borrower Corp.,
reflect Standard & Poor's Ratings Services' view of the company's
"vulnerable" business risk profile and "aggressive" financial risk
profile.

"Oilers' vulnerable business risk profile reflects its relatively
small size in the highly fragmented and competitive plus-size
apparel industry, high exposure to commodity cost volatility, and
our 'fair' assessment of the management team," said Standard &
Poor's credit analyst Kristina Koltunicki.

"The stable outlook reflects our expectation that the company will
improve credit protection measures modestly over the next 12
months, as it grows its top-line revenue and manages operating
costs.  We do not anticipate the company will generate a
significant amount of free cash flow, thus minimizing its debt
reduction potential over the next year.  Although we expect some
modest improvement in credit protection measures, we believe the
company will maintain an aggressive financial risk profile over
the next year," S&P said.

"We could lower our ratings if operating performance weakens,
leading to gross margin erosion of approximately 100 basis points
(bps) below our expectations and flat sales growth.  Under this
scenario, leverage would have increased to about 5.4x, which would
lead to a revision of the company's financial risk profile to
"highly leveraged."  We could also lower the ratings if the
company's financial policies become more aggressive, such as
through a significant debt-financed dividend to its sponsors," S&P
added.

S&P could raise the rating if sales increase in the low-single
digits and gross margin increases 100 bps above S&P's expectations
in the next 12 months.  This would result in leverage under 4x.


OVERSEAS SHIPHOLDING: Sec. 341(a) Meeting Continued to March 21
---------------------------------------------------------------
The Sec. 341(a) meeting of creditors of Overseas Shipholding
Group, Inc., et al., has been continued to March 21, 2013, 11:00
a.m., at J. Caleb Boggs Federal Building, 844 King St., Suite
2207, in Wilmington, Delaware.

Debtors have been granted an extension until Feb. 27, 2013, to
file their respective schedules of assets and liabilities and
statements of financial affairs.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.  All
creditors are invited, but not required, to attend.  This meeting
of creditors offers the one opportunity in a bankruptcy proceeding
for creditors to question a responsible office of the Debtor under
oath about the company's financial affairs and operations that
would be of interest to the general body of creditors.

                    About Overseas Shipholding

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

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

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

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

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


OVERSEAS SHIPHOLDING: Bowman Okayed as South African Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Overseas Shipholding Group, Inc., et al., to employ Bowman
Gilfillan, Inc., as special South African counsel for the Debtors,
nunc pro tunc to Nov. 21, 2012, to advise the Debtors in matters
pertaining to South African law and regulations as they effect the
Debtors' operations and restructuring.

Bowman's current hourly rates are:

As of December 1, 2012, attorneys and paralegals principally
responsible for the representation of the Debtors and their
current hourly rates will be as follows:

     Claire van Zuylen      Partner             $450
     Craig Cunningham       Partner             $450
     James McKinnell        Partner             $450
     Sizwe Msimang          Senior Associate    $281
     Umaymah Salasa-Khan    Associate           $185

                    About Overseas Shipholding

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

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

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

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

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


OVERSEAS SHIPHOLDING: Chilmark Approved as Financial Advisors
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Overseas Shipholding Group, Inc., et al., to employ Chilmark
Partners, LLC, as financial and restructuring advisor to the
Debtors, nunc pro tunc to

As reported in the TCR on Jan. 14, 2013, Chilmark agreed to, among
other things:

   a) review and analyze the Debtors' business and prospects;

   b) review and analyze the debtors' short-term and long-term
      business plans; and

   c) analyze the Debtors financial liquidity and financing
      requirements.

Chilmark's fee structure includes, among other things:

   -- a $200,000 monthly fee;

   -- a fee equal to $8,500, payable upon consummation of the
      restructuring;

   -- a fee payable upon the consummation of the sale transaction;

   -- a fee payable upon the consummation of a financing equal to
      .75% of the amount raised in any financing.

                    About Overseas Shipholding

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

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

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

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

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


OVERSEAS SHIPHOLDING: Says Securities Suits Distract Mgt.
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Overseas Shipholding Group Inc. is asking the
bankruptcy judge in Delaware to halt four securities class-action
lawsuits against the ship owner's officers and directors.

According to the report, OSG wants the bankruptcy judge to stop
four class suits based on faulty accounting.  About a month before
OSG's Chapter 11 filing in November, the company said that the
past three years of financial statements "should no longer be
relied upon."

The company, the report relates, says the suits distract top
management from working on the reorganization.  Without a halt,
OSG says the suits will "deplete estate property" and "cause
irreparable harm to the debtors' restructuring efforts."

There will be a hearing on Jan. 21 where U.S. Bankruptcy Judge
Peter J. Walsh will decide if the suits should halt.

                    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.


PARADISE HOSPITALITY: Court Approves Orantes as Counsel
-------------------------------------------------------
Paradise Hospitality, Inc. sought and obtained approval from the
U.S. Bankruptcy Court to employ the Orantes Law Firm as General
Insolvency Counsel.

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Sam S. Oh, Esq., at
Lim, Ruger & Kim, LLP, serves as the Debtor's counsel.  The Debtor
disclosed $15,628,687 in assets and $21,430,333 in liabilities as
of the Chapter 11 filing.  The petition was signed by the Debtor's
president, Dae In Kim, a Korean businessman who lives in southern
California.


PARADISE HOSPITALITY: Marcus & Millichap Approved as Broker
-----------------------------------------------------------
Paradise Hospitality, Inc. sought and obtained approval from the
U.S. Bankruptcy Court to employ Marcus & Millichap Real Estate
Investment Services as real estate broker.

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Sam S. Oh, Esq., at
Lim, Ruger & Kim, LLP, serves as the Debtor's counsel.  The Debtor
disclosed $15,628,687 in assets and $21,430,333 in liabilities as
of the Chapter 11 filing.  The petition was signed by the Debtor's
president, Dae In Kim, a Korean businessman who lives in southern
California.


PINNACLE AIRLINES: ALPA & Creditors Agreements Approved
-------------------------------------------------------
Pinnacle Airlines Corp. on Jan. 16 disclosed that the
comprehensive agreements it reached with Delta, the Air Line
Pilots Association, International (ALPA) and the Official
Committee of Unsecured Creditors (Creditors' Committee) in
Pinnacle's Chapter 11 cases have been approved by the Bankruptcy
Court overseeing Pinnacle's cases.  The agreements together
provide a path for the Company to emerge from bankruptcy with a
competitive cost structure and a viable long-term business plan.
Under Pinnacle's new business plan, the Company will transition to
operating a fleet of 81 fuel-efficient, two-class regional jets
for Delta.

The comprehensive agreements include:

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

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

-- A new collective bargaining agreement with Pinnacle's pilots,
as well as a bridge agreement that provides transitional payments,
furlough benefits and specified career opportunities at Delta to
Pinnacle's pilots.

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

"The agreements represent a significant milestone in Pinnacle's
restructuring and provide a clear and achievable path toward
emergence from Chapter 11," said John Spanjers, president and CEO
of Pinnacle Airlines Corp.  "Pinnacle will be well positioned to
emerge from the bankruptcy process with a viable business plan
that provides meaningful opportunities for our employees.  We also
thank Delta, our partners, employees and other stakeholders who
have helped us achieve this milestone."

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

                         Pinnacle Saved

Joseph Checkler, writing for Dow Jones Newswires, reports that the
Bankruptcy Court in Manhattan signed off on Pinnacle Airlines'
bankruptcy loan of up to $52 million from Delta Air Lines on top
of the $74.3 million it is already provided under a plan that
would see it take control of the carrier.  Pinnacle also received
court approval for an amended agreement on 181 planes that
Pinnacle flies for Delta and on an agreement with creditors in
support of a restructuring proposal.

According to the report, Davis Polk & Wardwell LLP's Marshall
Huebner, a Pinnacle lawyer, said the approvals would "in essence
save Pinnacle."

The report relates the amended Delta deal calls for Pinnacle to
nearly double the number of large planes it flies for Delta to 81
from 41, while phasing out its fleet of 140 smaller planes flown
for Delta.

Delta and Pinnacle's unsecured creditors have agreed to support
the company's yet-to-be-filed restructuring plan, which is due to
be filed by Feb. 15. While the plan's details remain to be
negotiated, the report says Delta will likely take a stake in the
restructured Pinnacle. Pinnacle hopes to be out of bankruptcy by
the end of May.  Judge Robert Gerber has recently given the
company until June to control its bankruptcy without the threat of
rival proposals.

The report also relates the Court approved the decision by
Pinnacle pilots to accept labor concessions from the company.
Those Air Line Pilots Association International union members
overwhelmingly voted to accept the seven-year deal that calls for
a 9% pay cut for all 2,400 Pinnacle pilots and a longevity cap for
pilots' pay scales.  In exchange, those pilots will get a
transition payment and guaranteed hiring by Delta for many of
them. Judge Gerber also approved a deal that allows for "career
progression," permitting Pinnacle pilots to move to Delta, a
Pinnacle lawyer said in court Wednesday.

"In this case, I'm not only approving it but I'm approving it with
enthusiasm in what passes for a judge as joy," Judge Gerber said,
according to the report.

                     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.


REAL MEX RESTAURANTS: Names Charles Robinson President & CEO
------------------------------------------------------------
Real Mex Restaurants on Jan. 16 named veteran restaurant executive
Charles E. Robinson as President & CEO. Robinson, who will also
serve on the Real Mex board of directors, replaces interim CEO
Christopher R. Thomas, who has served in the post since mid-2012
and will remain on the board.

Mr. Robinson, 57, is charged with leading the company's ongoing
turnaround.  He most recently was working closely with the founder
of Warner Hospitality as EVP of Food & Beverage, helping develop,
refurbish and rejuvenate restaurants for several high-profile
casinos around the U.S., including the Hard Rock Hotel and Casino
in Las Vegas.

Previously Mr. Robinson was President & COO of E-Brands
Restaurants based in Orlando, where he oversaw the growth of the
multi-concept operator, which owns Timpano Italian Chophouses,
Taqueria Canonita, Salsa Taqueria & Tequila Bar among other
brands.  During his tenure the company doubled its revenues and
built an infrastructure for growth.

"Charly's proven leadership abilities and business acumen are
exactly what we need to further boost the performance improvements
underway," said Mark Holdsworth, Chairman of Real Mex and Managing
Partner of Tennenbaum Capital Partners, one of the company's
owners.  "His decades of experience operating restaurants,
including several Mexican brands, will be invaluable as we move
forward."

"We are excited to have Charly, a seasoned executive with more
than 35 years of experience in the hospitality and restaurant
industries, join the Real Mex team," said James Zenni, President
and CEO of Z Capital Partners, also part of the company's
ownership group.  "He has a strong track record of building and
significantly improving restaurants, and we are confident that
under his guidance Real Mex will continue to execute on its
strategic plan while it enhances the experience it provides its
customers."

Before leading E-Brands Restaurants, Mr. Robinson served as Senior
Vice President of Operations at Planet Hollywood, and prior to
that, as Senior Vice President of Operations at Rainforest Cafe.
Earlier in his career he helped create the Caliente Grille Tex-Mex
concept for Ryan's Family Steakhouses and served as President of
that division.

"This is an exciting challenge and I look forward to helping Real
Mex realize its full potential," Mr. Robinson said.  "We have the
most recognized brands in Mexican full-serve dining and a loyal
guest base, which provides a solid platform for future growth."

A graduate of Purdue University's Hotel, Restaurant and
Institutional Management School, Robinson began his career in the
hotel business.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

The Court has approved that certain asset purchase agreement
between the Debtors and RlvI Opco LLC dated as of Feb. 10, 2012,
for the sale of substantially all of the Debtors' assets.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel; Cole, Schotz, Meisel, Forman & Leonard
P.A. as its co-counsel, and Duff & Phelps Securities, LLC as its
financial advisor.

Early this year, the Bankruptcy Court authorized Real Mex to sell
substantially all of their assets to RM Opco, LLC, an entity
formed by a group of its bondholders.  Pursuant to the Jan. 27,
2012 purchase agreement, the purchaser made a written offer to
acquire the assets in exchange for (i) an $80,000 credit bid, (ii)
$53,569,000 in cash, and (iii) the assumption of the assumed
liabilities.


PHOENIX COMPANIES: Bondholder Consent Solicitation Successful
-------------------------------------------------------------
The Phoenix Companies, Inc. on Jan. 16 announced the success of
its previously announced solicitation of bondholders holding its
outstanding 7.45% Quarterly Interest Bonds due 2032 (CUSIP 71902E
20 8) seeking a one-time consent to amend the indenture governing
the bonds and provide a related waiver.  The goal of the
solicitation was to obtain consents from holders representing a
majority of the outstanding principal amount of the bonds, and
Phoenix received consents representing at least 65%.

The approval of the amendments and waiver allows Phoenix to extend
the date for providing its third quarter 2012 Form 10-Q to the
bond trustee to March 31, 2013.

As previously reported, Phoenix is restating financial statements
for several prior periods and, as a result, delayed filing its
third quarter 2012 Form 10-Q with the Securities and Exchange
Commission (SEC).  That delay prevented Phoenix from filing the
required Form 10-Q with the bond trustee within 15 days after the
SEC filing deadline.  The company intends to file its third
quarter 2012 Form 10-Q with the SEC prior to the timely filing of
its year-end 2012 Form 10-K.  The SEC's deadline for the Form 10-K
filing is March 18, 2013.

                           About Phoenix

Headquartered in Hartford, Connecticut, The Phoenix Companies,
Inc. -- http://www.phoenixwm.com-- is a boutique life insurance
and annuity company serving customers' retirement and protection
needs through select independent distributors.

                           *     *     *

In December 2012, Moody's Investors Service said it has placed on
review for downgrade the B3 senior debt rating of The Phoenix
Companies, and the Ba2 insurance financial strength (IFS) rating
of the company's life insurance subsidiaries, led by Phoenix Life
Insurance Company (Phoenix Life).  The rating action was prompted
by a reporting covenant breach related to the company's announced
delay in the filing of its Q3 2012 financials.

According to Moody's Assistant Vice President, Shachar Gonen, "The
review for downgrade of Phoenix's ratings is driven by a potential
event of default on its $253 million outstanding of 7.45%
Quarterly Interest Bonds due 2032. If the company fails to file
its Q3 2012 Form 10-Q with the Securities and Exchange Commission
(SEC) by January 29, 2013 and does not obtain an amendment and
waiver, investors could force an acceleration of principal, which
would severely pressure the financial flexibility of Phoenix."

Phoenix had about $124 million of cash and liquid assets as of Q3
2012, and Moody's believes the company would need to find
alternative financing or take extraordinary dividends out of its
operating companies in order to repay accelerated notes.


RESIDENTIAL CAPITAL: Proposes WilmerHale as Regulatory Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Residential
Capital's cases seeks the Court's authority to retain Wilmer
Cutler Pickering Hale and Dorr LLP as its special counsel for
certain regulatory matters in connection with the Debtors' Chapter
11 cases effective as of Dec. 12, 2012.

The U.S. Treasury owns a majority of Residential Capital LLC's
ultimate parent company, Ally Financial Inc.  AFI, a bank holding
company, continues to be liable for several billion dollars of
funds under the Troubled Asset Relief Program it received during
the financial crisis.  In addition, ResCap, as a subsidiary of a
bank holding company, is regulated by the Federal Reserve Bank,
among other regulatory agencies, and is party to numerous
agreements with Ally Bank -- which itself is regulated by the
FDIC and other regulatory agencies.  The Committee believes that
special regulatory counsel is critical to inform and assist it in
navigating the highly regulated environment.

As special regulatory counsel, WilmerHale will:

   (a) assist the Committee in discussions with the Federal
       Reserve Board about the scope of the Debtors' obligations
       and foreclosure review process;

   (b) assist the Committee in discussions with the Department of
       Justice and applicable state attorneys general regarding
       the scope of the Debtors' obligations under the Consent
       Judgment;

   (c) assist the Committee in understanding and complying with
       certain privilege and confidentiality issues asserted by
       regulatory agencies like the Federal Reserve Board; and

   (d) represent the Committee on other regulatory matters
       appropriately handled by WilmerHale as determined by the
       Committee in consultation with its lead counsel.

WilmerHale will be paid according to its customary hourly rates:

      Partners                   $690 to $1,335
      Counsel                    $710 to $875
      Associates                 $415 to $730
      Legal Assistants           $205 to $480

The principal attorneys presently designated to represent the
Committee and their current standard hourly rates are:

William J. Perlstein      bill.perlstein@wilmerhale.com    $1,115
Franca Harris Gutierrez   franca.gutierrez@wilmerhale.com    $875
Jeremy Newell             jeremy.newell@wilmerhale.com       $720
Michael Blayney           michael.blayney@wilmerhale.com     $735

WilmerHale will also be reimbursed for any necessary out-of-
pocket expenses.

William J. Perlstein, Esq., a partner of the law firm of Wilmer
Cutler Pickering Hale and Dorr LLP, in New York, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the interests of the Committee,
the Debtors and their estates.

                     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: Banks Said to Have $8.5BB Deal
---------------------------------------------------
Jesse Hamilton and Cheyenne Hopkins of Bloomberg News, citing two
people briefed on the discussions, reported on Jan. 8 that Goldman
Sachs Group Inc., Morgan Stanley and two other banks were expected
to agree last week to settle claims over botched foreclosures in
an accord similar to one reached with 10 other loan servicers.

The agreement, also involving HSBC Holdings Inc., and Residential
Capital, LLC's parent, Ally Financial Inc., would end case-by-case
reviews of foreclosures under earlier accords with the biggest
mortgage servicers, said the people, who declined to be identified
because the talks are private, Bloomberg added.  The Federal
Reserve-led discussions specified at least $1.5 billion in cash
and assistance for borrowers, one of the people said.

Bloomberg reported that 10 servicers agreed Jan. 7 to an
$8.5 billion settlement with the Fed and the Office of the
Comptroller of the Currency that ends the outside reviews in
exchange for a deal that limits their costs to $3.3 billion in
cash for foreclosures in 2009 and 2010 and $5.2 billion in other
mortgage-related aid.

The new settlement could bring the industry payout to $10 billion
and expands beyond the 14 firms required to review foreclosures
under the April 2011 agreement, the report related.  IndyMac
Bancorp's successor OneWest Bank FSB and EverBank Financial Corp.
(EVER) have yet to reach settlements with regulators.

Bloomberg related that Goldman Sachs and Morgan Stanley entered
the mortgage servicing business through acquisitions.  Goldman
Sachs bought Litton Loan Servicing LP in 2007 and Morgan Stanley
bought Saxon Capital Inc. in 2006, before a housing market
collapse that led to the worst financial crisis since the Great
Depression.  Litton initiated 135,586 foreclosure actions in 2009
and 2010, and Saxon initiated at least 60,313 actions in the same
period, according to the Fed. Both New York-based banks later
sold the servicers.

Residential Capital, the unit of Detroit-based Ally involved in
the settlement, supports the idea that bank funds "should go
toward consumers rather than consultants," and has been delayed
in considering the settlement because of its bankruptcy, said
Susan Fitzpatrick, a bank spokeswoman, Bloomberg reported.

"The ResCap Board of Directors will consider the settlement
proposal promptly" and talk with a panel representing unsecured
creditors, she said in a statement, according to Bloomberg.

Ocwen Financial Corp. agreed to buy Saxon and Litton in 2011 as
Goldman Sachs and Morgan Stanley separated themselves from the
mortgage-servicing business.  Ocwen Financial also agreed to buy
ResCap's mortgage-servicing business.

                     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: Hearings on $8.7-Bil. RMBS Deal in March
-------------------------------------------------------------
Judge Martin Glenn approved a further modified scheduling order
governing the discovery and hearing on the proposed settlement of
claims held by the residential mortgage-backed trusts.  The
scheduling order, dated Dec. 27, 2012, provides these dates:

   Jan. 15, 2013  -- The Steering Committee's replies to any
                     objections to the 9019 Motion will be served
                     upon the Parties

   Jan. 30, 2013  -- depositions of experts will be completed

   Feb. 1, 2013   -- The Ad Hoc Group of Junior Secured
                     Noteholders and Assured Guaranty may serve
                     and file any objection to the 9019 Motion

                  -- All objections, replies, and other documents
                     served will be filed with the Court

   Feb. 19, 2013  -- All supplemental expert reports will be
                     filed and served

   Feb. 22, 2013  -- The Debtors' replies to any objections to
                     the 9019 Motion will be served upon the
                     Parties

   Feb. 28, 2013  -- Status Conference

   March 4, 2013  -- All adverse witness lists, exhibit lists,
                     and direct testimony, along with any other
                     disclosures will be filed with the Court

   March 18, 19,  -- Hearing on the 9019 Motion
   20, and 21, 2013

                        RMBS Settlement

The Debtors are seeking approval of the compromise and settlement
of an allowed claim of up to $8.7 billion against  certain Debtors
to be offered to and allocated amongst certain securitization
trusts in accordance with the terms and conditions of RMBS Trust
Settlement Agreements.

The Debtors entered into two identical settlement agreements with
two sets of institutional investors that own securities held by
the Trusts.  The first is a group of institutions represented by
Kathy Patrick of Gibbs & Bruns LLP while the other group of
investors is represented by Talcott Franklin of Talcott Franklin,
P.C.  The settlements will jointly draw on the same allowed claim
against certain Debtors.

According to the Debtors, the Amended RMBS Trust Settlement
Agreements have been amended and restated through continued
negotiation by the Parties.  Though the Parties executed Second
Amended and Restated RMBS Trust Settlement Agreements, the
parties further amended those agreements based on the views
expressed by the Court during the September 19, 2012, status
hearing on the 9019 Motion.

As set forth in the Amended and Restated RMBS Trust Settlement
Agreements, the Debtors have agreed to offer each Trust that
accepts the settlement an allocated share of the Allowed Claim.
The Trustees, on behalf of the Trusts, will have 14 days after
the entry of an order by the Court approving the RMBS Trust
Settlement to accept or reject the RMBS Trust Settlement.  The
final amount of the Allowed Claim will be reduced from
$8.7 billion by the percentage, based on OIB, of Trusts that do
not accept the offer to participate in the Allowed Claim.

Each Trust's share of the Allowed Claim will be allocated under
the RMBS Trust Settlement Agreements and based on the agreed-upon
formulation.  To ensure the fairness of the allocation, an
independent expert will be hired to allocate the Allowed Claim
based on net expected lifetime mortgage losses among the
accepting Trusts, without regard to expected lifetime claims to
be paid by the monoline insurers on the securitizations they
insured.

Deposits into each Trust as a result of a distribution on an
Allowed Claim will be treated as a "subsequent recovery" (where
applicable) and distributed by the terms of the waterfall in the
Governing Agreements.  Accordingly, the RMBS Trust Settlement and
its claims allocation will prevent a windfall to any one Trust or
Institutional Investor, treat the Holders equitably and in
accordance with their contractual rights under the Governing
Agreements, and maximize recoveries for all Investors, the
Debtors assert.

                     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: Ally Cuts GMAC as Servicer for 535 Loans
-------------------------------------------------------------
Ally Bank notified debtor GMAC Mortgage, LLC, on Dec. 19, 2012,
that it is terminating GMAC Mortgage as servicer with respect to
approximately 535 Mortgage Loans for which the related properties
are located in special flood hazard areas, effective April 18,
2013, or a later date as may be mutually agreeable to the
parties.

The Debtors and Ally Bank also entered into a stipulation
agreeing for GMACM to provide Ally Bank with documentation
evidencing full remediation of the Specified Compliance Issues in
accordance with the Program Documents related to their servicing
agreement.

The stipulation provides that if GMACM does not remediate all
Specified Compliance Issues, Ally Bank is granted limited relief
from the automatic stay to terminate their client contract and
their Master Mortgage Loan Purchase and Sale Agreement.  The
MLPSA and the Client Contract shall automatically terminate,
without further notice or order of the Court, upon the date on
which the sale of the assets to Ocwen Financial Corporation
closes.

The parties agreed that the Amendment to the MMLPSA will not be
effective unless and until the Court approves their Stipulation.

                     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: Can Reimburse Ally Over Employee Payments
--------------------------------------------------------------
The Bankruptcy Court entered an amended order dated Jan. 3, 2013,
authorizing Residential Capital and its affiliated debtors to
reimburse Ally Financial, Inc., for payments made to the Debtors'
employees on account of deferred cash issued as part of those
employees' compensation on or after the Petition Date.  AFI is
directed to remit the payments to the Debtors' employees as and
when those payments become due.

AFI is granted administrative expense claims pursuant to Section
503(b) of the Bankruptcy Code for the reimbursement claims.

                     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: Recovery for Creditors Aimed From Preference Suits
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that filing preference claims against creditors can be
lucrative for bankrupt companies and the lawyers who bring the
lawsuits, as the liquidation of steel producer RG Steel LLC shows.

RG Steel has begun filing 600 to 800 lawsuits seeking to recover
about $100 million from creditors who received preferences before
the Chapter 11 case began in May, according to Joe Steinfeld,
whose firm ASK LLP was hired to file the suits.  A preference is a
payment to a creditor on overdue debt received within 90 days of
bankruptcy.

According to the report, Leif Clark, who retired in October as a
U.S. bankruptcy judge in San Antonio, said he was "pretty
favorably disposed" toward preference suits because they "often
are the only basis of recovery" for unsecured creditors.  From the
point of view of a creditor, being sued for a preference adds
insult to injury. Typically, the creditor will be owed money by
the bankrupt company and may be lucky to recover pennies on the
dollar.  If the bankrupt company made a payment within 90 days of
bankruptcy, the creditor oftentimes will be sued for the so-called
preference, increasing the creditor's loss as a consequence of the
customer's bankruptcy.  Although the creditor might be paid cents
on the dollar for its claim against a bankrupt, the creditor must
repay a preference 100 percent, absent a settlement.

From a policy perspective, filing preference suits becomes
"problematic when the proceeds really end up going to the
administrative costs of the case and don't end up being
redistributed," Arthur J. Gonzalez said in an interview with
Bloomberg News.  Judge Gonzalez was a bankruptcy judge in
Manhattan from 1995 until 2012.

In the RG Steel case, Mr. Steinfeld said in an interview that his
firm reviewed thousands of payments before bankruptcy and is
filing suits to recover those where the preference claims may be
valid.  Mr. Steinfeld said he would aim for RG Steel to realize
net recoveries amounting to about 20% of the sums being
sought in the suits.  Expenses and legal fees to recover
preferences amount to about 25% of recoveries, Steinfeld said.

The expense of filing preferences suits isn't inconsiderable. The
filing fee alone is almost $300 per suit, meaning that ASK will
put up more than $230,000 just to initiate the process. ASK has
recovered more than $260 million for bankrupt companies, according
to a court filing.

Mr. Steinfeld says he created $700,000 in computer software to
weed out potential lawsuits where creditors have valid defenses.
Bankruptcy law lets a creditor off the hook if the payment was on
time or if the creditor extended credit after receiving the
preference.

The court-approved fee arrangement calls for ASK to be paid 15% of
recoveries before suit is filed or 22.5% afterward, plus expenses.

                          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.


SATCON TECHNOLOGY: Committee Taps Holland & Knight as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Satcon Technology Corporation sought and obtained
permission to retain Holland & Knight LLP as its counsel.

The hourly rates of the firm's personnel are:

         John J. Monaghan, partner              $650
         J. Michael Cavanaugh, partner          $700
         Richard E. Lear, partner               $635
         Barbra R. Parlin, partner              $625
         Jeffrey R. Seul, partner               $770
         Lynne B. Xerras, senior counsel        $450
         Diane N. Rallis, associate             $375
         Shannan E. Whalen, paralegal           $225

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

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel


SATCON TECHNOLOGY: Committee Taps Sullivan Hazeltine as Co-Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Satcon Technology Corporation, et al., sought approval to
retain Sullivan Hazeltine Allinson LLC as its co-counsel.

The hourly rates of the firm's personnel are:

         William D. Sullivan, member             $425
         William A. Hazeltine, member            $375
         Alihu E. Allinson, III, member          $350
         Seth S. Brostoff, associate             $250
         Heidi M. Coleman, paralegal             $150

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

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel


SATCON TECHNOLOGY: Epiq Bankruptcy OK'd as Administrative Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Satcon Technology Corporation, et al., to employ Epiq Bankruptcy
Solutions, LLC as administrative agent.

As administrative advisor, Epiq will, among other things:

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

   b. generate an official ballot certification and testifying, if
      necessary, in support of the ballot tabulation results; and

   c. gather data in connection with the preparation, and assist
      with the preparation, of the Debtors' schedules of assets
      and liabilities and statement of financial affairs.

To the best of the Debtor's knowledge, Epiq does not hold or
represent any interest adverse to the Debtors, their estates or
any class of creditors or equity interest holders with respect to
the matters upon which it is to be engaged.

The Court earlier authorized the Debtors to employ Epiq as claims
and noticing agent in the Chapter 11 cases.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel


SAUK PRAIRIE: Moody's Assigns 'Ba1' Rating to $38-Mil. Bonds
------------------------------------------------------------
Moody's Investors Service has assigned an initial Ba1 rating to
Sauk Prairie Memorial Hospital's (SPMH) $38 million of Series
2013A fixed rate revenue bonds to be issued by the Wisconsin
Health and Educational Facilities Authority. The rating outlook is
stable. In addition to the $38 million of Series 2013A fixed rate
bonds, SPMH plans to issue $30 million of variable rate bank
Series 2013B bonds. The Series 2013B bonds are expected to be
syndicated by First Merit Bank and have a ten-year initial term
with a 17.5 year amortization (starting after an initial two year
construction period); Moody's credit assessment incorporates this
additional leverage.

Issue: Series 2013A Fixed Rate Revenue Bonds; Rating: Ba1; Sale
Amount: $38,000,000; Expected Sale Date: 01-30-2013; Rating
Description: Revenue: Other

Summary Rating Rationale

The Ba1 initial rating and stable rating outlook reflect SPMH's
track record of good operating results and strong days cash on
hand, which are tempered by the hospital's small size,
considerable capital spending and debt plans, and relative
proximity to sizeable health systems in Madison, WI.

Strengths

* Quality service area with an above average household income
   level, below average Medicaid share of gross revenues; modest
   population growth is projected in the coming years.

* Track record of good operating results, with a 10.2% operating
   cash flow margin in fiscal year (FY) 2011 and 10.4% through
   then months FY 2012.

* Strong balance sheet with 215 days cash on hand at fiscal year
   end (FYE) 2011 (December 31 year end) and 178 days at October
   31, 2012. SPMH has limited off balance sheet obligations with
   manageable operating leases and a defined contribution pension
   plan.

Challenges

* Small revenue base ($58 million in FY 2011) compared to the
   below Baa median of $150 million. SPMH's top ten admitting
   physicians accounted for a high 59% of admissions in 2011.

* Construction risks related to building a replacement hospital.

* Competition from three sizeable Madison, WI hospitals.
   Management notes that SPMH has working relationships with all
   three Madison hospitals and contracts with all three provider
   based Madison health plans.

* Modest pro forma adjusted debt coverage ratios (39% cash-to-
   debt, 13.0 times debt-to-cash flow, 1.9 times maximum annual
   debt service coverage, 111% debt-to-total operating revenue,
   and 90% monthly liquidity-to-demand debt, based on ten month
   FY 2012 financial statements).

Outlook

The stable rating outlook reflects Moody's expectation that SPMH
will maintain good operating results and strong days cash on hand
during the construction phase of the replacement hospital and
after the new hospital opens.

WHAT COULD MAKE THE RATING GO UP

Significant increase in admissions and revenue base; material cash
flow growth resulting in significantly improved debt coverage and
balance sheet ratios; successful completion of the new hospital
without disruption to operations

WHAT COULD MAKE THE RATING GO DOWN

Weaker operating results leading to more stressed debt coverage
ratios; more moderate balance sheet ratios; cost overrun or
operating disruption related to the new hospital; unexpected
material increase in debt beyond the Series 2013A&B bonds without
commensurate increase in cash flow generation and cash

Principal Methodology

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


SOUTHERN ONE: Sec. 341(a) Meeting of Creditors on Jan. 18
---------------------------------------------------------
There's a meeting of creditors of Southern One Twenty One
Investments, Ltd., on Jan. 18, 2013, at 11:30 AM at Southfork
Hotel in Sherman, Texas.  According to the notice, proofs of claim
are due April 18, 2013 for non-governmental entities, and June 3,
2013 for governmental entities.

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 Southern One

Southern One Twenty One Investments, Ltd., filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 12-43311) in Sherman, Texas,
on Dec. 3, 2012.

Nicole L. Hay, Esq., at Hiersche Hayward Drakeley & Urbach P.C.,
in Addison, Texas, serves as counsel to the Debtor.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated assets and liabilities of at least
$10 million.

The Dallas-based company said in a filing that its principal asset
comprises almost 81 acres near Highway 121 and Chelsea Boulevard
in Allen, Texas.  The property is close to a shopping mall,
according to Nicole Hay, an attorney for Southern One Twenty One,
Bloomberg News said.


SOUTHERN ONE: Amends List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Southern One Twenty One Investments Inc. submitted to the U.S.
Bankruptcy Court for the Eastern District of Texas an amended list
of creditors holding the 20 largest unsecured claims:

Company Name                        Amount of Claims
------------                        ----------------
Chiang Chu-Pin                       $3,365,696
2435 Pflingsten Road
Glenview, IL 60026

Khen Sheng Ng                        $620,000
09-01 Blk. 874 Tampines
Street 84
Singapore 520874

Peter Qian and Daisy Liu             $1,200,000
c/o Susan E. Wright
811 S. Central Expressway
Suite 442
Richardson, Texas 75080

Yang Wei Chien                       $500,000

Beanstalk Investments Ltd.           $375,000

WeePoh Chiau                         $300,000

Penny Chen                           $250,000

Sam and Laura Yang                   $200,000

Collin County Tax Assessor           $353

Based in Addison, Texas, Southern One Twenty One Investments Ltd.
filed for Chapter 11 protection on Dec, 3, 2012 (Bankr. E.D. Tex.
Case No. 12-43311).  Nicole L. Hay, Esq., at Hiersche Hayward
Drakeley & Urbach P.C., represents the Debtor.


SPORTS SURFACES: Updated Case Summary & Creditors' Lists
--------------------------------------------------------
Lead Debtor: Sports Surfaces Construction LLC
             dba Sports Construction Group LLC
             dba Sports Construction LLC
             10303 Brecksville Road
             Brecksville, OH 44141

Bankruptcy Case No.: 13-10213

Chapter 11 Petition Date: January 14, 2013

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Jessica E. Price Smith

Debtor's Counsel: Dennis J. Kaselak, Esq.
                  PETERSEN & IBOLD
                  Village Station
                  401 South Street
                  Chardon, OH 44024
                  Tel: (440) 285-3511
                  Fax: (440) 285-3363
                  E-mail: dkaselak@peteribold.com

Estimated Assets: $0 to $50,000

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

Affiliates that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
SCG Properties LLC                     13-10216
  Assets: $1,000,001 to $100,000,000
  Debts: $1,000,001 to $10,000,000

The petition was signed by Paul Franks, manager.

A. A copy of Sports Surfaces Construction LLC's list of its 20
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/ohnb13-10213.pdf

B. In its list of 20 largest unsecured creditors, SCG Properties
LLC wrote only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
PNC Bank                  Judgment               $3,486,754
1900 East Ninth Street
Cleveland, OH 44114


STEELCASE INC: Moody's Affirms 'Ba1' CFR; Outlook Positive
----------------------------------------------------------
Moody's Investors Service changed Steelcase, Inc.'s outlook to
positive from stable due to the expectation that Steelcase's
operating performance, credit metrics and credit profile will
continue improving in the near to mid-term. All ratings (including
the Ba1 Corporate Family Rating) were affirmed.

"We expect Steelcase's revenue to grow by at least 3% over the
next year, in line with the industry growth forecasted by the
Business and Institutional Furniture Manufacturers Association,"
said Kevin Cassidy, Senior Credit Officer at Moody's Investors
Service. "This, coupled with continued cost efficiency efforts,
will result in continued improvement in financial leverage and
margins," he noted.

The following ratings were affirmed:

  Corporate Family Rating at Ba1;

  Probability of Default Rating at Ba1-PD;

  $250 million 6.375% senior unsecured notes, due February 2021
  at Ba1 (LGD 4, 59% from LGD 4, 58%);

  Speculative Grade Liquidity rating at SGL-2

Rating Rationale

The Ba1 Corporate Family Rating reflects Steelcase's company's
good and improving credit metrics due in part to its focus on cost
rationalization and enhanced product diversification into energy,
healthcare and education. The rating also reflects the company's
earnings and cash flow volatility and history of aggressive
shareholder returns. Moody's expects Steelcase to maintain
stronger credit metrics than it would otherwise expect for its
Steelcase's rating category because of the earnings and cash flow
volatility. The company's strong market share and scale -- with
revenue of approximately $2.8 billion -- benefits the ratings. The
company's geographic presence in many countries also supports the
rating, but its exposure to EMEA, which accounts for more than 20%
of its revenue, is a risk. The potential for continued weakness in
the US unemployment rate, a driver of growth in the office
furniture industry, constrains the rating.

The positive outlook reflects Moody's view that Steelcase's
ongoing revenue diversification strategies and cost
rationalization efforts combined with improving industry trends
should enable it to continue enhancing its operating performance,
credit metrics and liquidity position.

Persistently strong cash flow combined with an improvement in
credit metrics and continued stable shareholder returns could spur
an upgrade. Key credit metrics which could support an upgrade
would be EBITA margins approaching high single digits (currently
6.5%), debt to EBITDA approaching 2 times (presently 2.5 times)
and retained cash flow to net debt maintained above 30%.

A downgrade is unlikely in the near to mid-term given the positive
outlook and because Steelcase has improved its operating
performance and credit metrics. A prolonged consumption of cash or
a significant deterioration in earnings could spark a downgrade as
could a material degradation in credit metrics. Key credit metrics
which could prompt a downgrade are debt to EBITDA sustained above
4.5 times or EBITA to interest maintained below 2 times.
Aggressive shareholder returns could also spur a downgrade.

The principal methodologies used in rating Steelcase were the
Global Consumer Durables rating methodology published in October
2010 and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Steelcase is a designer, marketer and manufacturer of office
furniture headquartered in Grand Rapids, Michigan. The company
sells its products through various channels including independent
dealers, company-owned dealers and directly to end users and
governmental units. The company has three reportable segments:
Americas, EMEA and an Other category. Revenues for the twelve
months ended November 2012 were $2.8 billion.


STEELMAN PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Steelman Properties, LLC
        dba Steelman Properties Series A, LLC
        3330 W. Desert Inn Rd. #A
        Las Vegas, NV 89102

Bankruptcy Case No.: 13-10317

Chapter 11 Petition Date: January 14, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Zachariah Larson, Esq.
                  MARQUIS AURBACH COFFING
                  10001 Park Run Drive
                  Las Vegas, NV 89145
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: cshurtliff@maclaw.com

Scheduled Assets: $1,582,824

Scheduled Liabilities: $2,035,352

A list of the Company's eight largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nvb13-10317.pdf

The petition was signed by Paul C. Steelman, manager and CEO.


T-L BRYWOOD: Government Proofs of Debt Due Feb. 28
--------------------------------------------------
Government entities that may have claims against T-L Brywood LLC
are required to file their proofs of debt by Feb. 28, 2013.

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


T-L BRYWOOD: Wants Plan Filing Deadline Extended to March 31
------------------------------------------------------------
T-L Brywood LLC filed a motion with the U.S. Bankruptcy Court
seeking an extension until March 31, 2013, of the deadline to file
its Chapter 11 plan and disclosure statement.  The Debtor also
seeks to extend the solicitation period to May 31, 2013.

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


THOR INDUSTRIES: Cash Collateral Hearing Rescheduled to Jan. 28
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
continued until Jan. 28, 2013, at 9 a.m., the hearing to consider
the request of Thor Industries LLC to use cash collateral, and the
related objection filed by creditor Tennessee State Bank.

As reported by the Troubled Company Reporter on May 24, 2012,
Judge Marcia Phillips Parsons authorized Thor Industries to use
TSB's cash collateral to fund general ongoing business operations
in accordance with a budget.

To secure the aggregate amount of all cash collateral used by the
Debtor, Tennessee State Bank is granted (i) a replacement lien and
security interest on all of the Prepetition Collateral and (ii) an
additional postpetition lien and security interest, junior only to
any valid and presently existing liens or security interests, in
the property of the estate.

Prior to the petition date, Thor Industries entered into a Loan
Agreement with Tennessee State Bank to continue the development of
Mountain Cove Marina, a related RV park, and a related campground
facility, all located in Campbell County, Tennessee, on Norris
Lake.  In addition, certain property known as the Hickory Bluff
Marina was pledged as additional Collateral to secure the loan of
Tennessee State Bank and to insure the United States Department of
Agriculture long-term financing of the development project.  As of
March 30, 2012, the total debt owing by Thor Industries to
Tennessee State Bank was $8,471,899 while the appraised value of
the Collateral of the development was $11,875,000.

Thor Industries said it needs the cash collateral for the payment
of its operating budgets and one additional capital expense.  Thor
Industries said it has no present alternative borrowing source
from which it could secure additional funding to operate it
business.  Without the authority to use cash collateral, Thor
Industries said it will be unable to continue its business
operations and propose a plan of reorganization.  Thor Industries
said it will be seriously and irreparable harmed, resulting in
significant losses to the Debtor's estate and its creditors.

The Debtor is liable to the bank in an amount not exceeding
$8,363,000.

                     About Thor Industries

Lake City, Tennessee-based Thor Industries, LLC, filed a Chapter
11 petition (Bankr. E.D. Tenn. Case No. 12-50625) in Greenville on
March 30, 2012.  The Debtor disclosed $11.97 million in assets and
$10.0 million in liabilities as of the Chapter 11 filing.  The
Debtor owns the property in Mountain Lake Marina & RV Resort in
Campground Road, Lake City, Tennessee, worth $11 million and
securing an $8.52 million debt.  The Debtor also owns a property
Hickory Bluff Marina, in Camden County, Georgia, worth $875,000
and securing a $375,000 loan.

Judge Marcia Phillips Parsons oversees the case.   Dean B. Farmer,
Esq., at Hodges, Doughty & Carson PLLC represents the Debtor in
its restructuring efforts.  The petition was signed by R. Steven
Williams, Sr., chief manager.

Samuel K. Crocker, U.S. Trustee for Region 8, was unable to form a
committee of unsecured creditors because there were an
insufficient number of unsecured creditors interested in forming a
committee.


VANDERRA RESOURCES: Ritchie Bros. Approved as Auctioneers
---------------------------------------------------------
Vanderra Resources, LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ Ritchie Bros. Auctioneers, to assist
with liquidating the Debtor's entire yards and related personal
property by dividing the Property into multiple auction lots and
selling the same at public auction.

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

As compensation for its Services, Ritchie will receive a
commission of 10% of the total consideration for the purchase of
each lot, with a minimum fee of $100 per lot, upon closing.  In
the event the gross auction proceeds exceed $1,000,000, then
Ritchie's commission rate shall decrease to 9.75% for each lot.
If the gross auction proceeds exceed $2,000,000, then Ritchie's
commission rate shall decrease to 9.50% for each lot.  In
addition, Ritchie shall be entitled to reimbursement of reasonable
and necessary expenses, including but not limited to, the cost of
transportation, batteries, and the refurbishing of the Property.

                     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 estimated assets and debts of at least $10 million.  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.

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.


VANDERRA RESOURCES: Court Approves RE/MAX First as Broker
---------------------------------------------------------
Vanderra Resources, LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ RE/MAX First, as residential real
estate broker to assist with marketing and selling approximately
26 acres of residential real property owned by the Debtor with an
estimated value and proposed list price of $275,000, located at
1349 and 1370 Hills Creek Road, Wellsboro, Pennsylvania.

RE/MAX will receive a commission of 6% of the sale price of the
Property (estimated to be $16,500) if the Property is sold by
April 30, 2013, and the sale proceeds from the buyer are paid in
full within 90 days thereafter.  Under such circumstances and if
the buyer is represented by a broker other than RE/MAX, then
RE/MAX shall pay the buyer's broker 2.5% to 3% of the sale price
from RE/MAX's 6% commission.

Furthermore, in the event an agreement to sell the Property to a
prospective buyer is obtained but the sale proceeds from the buyer
are not paid in full due to default, then RE/MAX shall only
receive up to 50% of the prospective buyer's deposit monies, with
the other 50% being distributed to the Debtor.

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

                     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 estimated assets and debts of at least $10 million.  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.

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.


VANDERRA RESOURCES: Court OKs Hunton & Williams as Panel's Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Vanderra
Resources LLC sought and obtained approval from the U.S.
Bankruptcy Court to retain Hunton & Williams LLP as counsel.

Hunton & Williams' Andrew E. Jillson attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Hunton & Williams' professionals bill at hourly rates ranging from
$475 to $750 per hour for partners and counsel, $240 to $485 per
hour for associates, and $135 to $235 per hour for paralegals and
other support staff.

The Committee's counsel can be reached at:

         Andrew E. Jillson, Esq.
         Cameron W. Kinvig, Esq.
         Jesse Moore, Esq.
         HUNTON & WILLIAMS LLP
         1445 Ross Avenue, Suite 3700
         Dallas, TX 75202-2799
         E-mail: ajillson@hunton.com
                 ckinvig@hunton.com
                 jtmoore@hunton.com

                     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 estimated assets and debts of at least $10 million.  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.

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.


VERTIS HOLDINGS: Critic Held in Contempt for Ignoring Injunction
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vertis Inc. is showing a Florida resident named Jay
Schiller that ignoring a bankruptcy court injunction is
expensive.

The report recounts that the Debtor obtained an order this month
from U.S. Bankruptcy Judge Christopher Sontchi in Delaware barring
Mr. Schiller from contacting customers and alleging they were
overcharged for printing more newspaper inserts than needed.

According to the report, Vertis returned to Judge Sontchi's
courtroom, alleging that Mr. Schiller said he "didn't care about
the injunction and still planned to contact the debtor's
customers."  Vertis also told Judge Sontchi how Schiller sent e-
mails "containing unfounded and defamatory statements."  Mr.
Schiller's misdeeds included consenting to an interview with
Bloomberg News where he said customers might have claims against
Vertis for printing too many inserts because "they didn't manage
the outgoing quantities correctly."

Judge Sontchi, the report discloses, found Mr. Schiller in
contempt Jan. 15 and said he would assess $5,000 in "punitive
damages" for each violation of the injunction.  Judge Sontchi will
hold another hearing to decide on the number of violations.

Vertis went to court originally saying Mr. Schiller's activities
threatened to upset the $258.5 million court-approved sale of the
business to Quad/Graphics Inc.  The company said Schiller was
engaging in "blackmail and extortion" by threatening to contact
customers "unless the debtors agree to pay him a significant sum
of money."

The lawsuit against Schiller 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.


WALTER INVESTMENT: Moody's Cuts Corp. Family Rating to 'B2'
-----------------------------------------------------------
Moody's Investors Service downgraded Walter Investment
Management's Senior Secured Bank Credit Facility ratings and
Corporate Family Rating ("CFR") to B2 from B1. The outlook is
stable.

Ratings Rationale

On January 15, 2013, Walter announced their intention to increase
the size of their senior secured bank credit facility to $1,175
million from $700 million to finance the acquisition of mortgage
servicer rights on approximately $93 billion in unpaid principal
balance from Bank of America; the acquisition is expected to be
entirely financed with debt.

Even prior to the company's latest financing, Walter had higher
leverage levels and lower levels of tangible equity than its B1
rated servicer company peers. Moody's downgraded the company's
senior secured bank credit facility and CFR ratings to B2 from B1
due to the increase in leverage, measured by the company's debt-
to-equity ratio. While the company's pro forma EBITDA metrics are
not projected to weaken, the company's debt-to-equity ratio will
increase to approximately 1.8 from 1.2.

The B2 ratings reflect the company's growing position in the U.S.
residential mortgage third-party servicing market, its "asset-
light" servicing model, its consistent financial results and its
good track record of acquiring and integrating residential
mortgage servicers.

Offsetting these positive attributes is Walter Investment's high
financial leverage (e.g. Debt to EBITDA) and low level of tangible
equity relative to its mortgage servicing peers, reliance on
secured funding which limits the company's financial flexibility
along the company's rapid growth which poses operational
integration risks.

The ratings could be upgraded if the company reduces its leverage
comparable to the company's B1 rated servicer company peers while
maintaining its servicing and financial performance.

The ratings could be downgraded if the company's servicing
performance deteriorates particularly if as a result the company's
franchise value weakens. In addition, the ratings could be
downgraded if the company's financial fundamentals or leverage
materially weaken.

Walter Investment, based in Tampa, Florida, is an asset manager,
mortgage portfolio owner and mortgage servicer specializing in
less-than-prime, non-conforming and other credit challenged
mortgage assets.

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


WEST 380: Can Use US Bank Cash Collateral Through March 22
----------------------------------------------------------
The Bankruptcy Court has authorized West 380 Family Care Facility
to access cash collateral in accordance with a budget, up to
March 22, 2013.

As adequate protection for the Debtor's use of Cash Collateral and
other Pre-Petition Bond Collateral of U.S. Bank, National
Association, as indenture trustee, and the DIP Facility, the Bond
Trustee will continue to have a valid, perfected and enforceable
continuing replacement lien and security interest in all assets of
the Debtor existing on or after the Petition Date of the same type
as the Pre-Petition Bond Collateral, provided the Bondholders'
Rollover Lien will be subordinate to the IRS Rollover Lien and
liens of the DIP Lender with respect to the DIP Facility.

As additional adequate protection, the Bond Trustee will have a
supplemental lien and security interest, to the extent of any
diminution in the Pre-Petition Bond Collateral.

As additional adequate protection, the Bond Trustee will have a
super-priority administrative expense claim, to the extent of any
diminution in the Pre-Petition Bond Collateral, against all
Collateral, assets of the Debtor's estate.

Bridgeport, Texas-based West 380 Family Care Facility, doing
business as North Texas Community Hospital, opened in August 2008
and operates in a 99,000 square-feet two-story building on 19
acres of land.  The hospital has 36 beds and 57 doctors on staff.
There are 200 employees constituting 130 full time equivalent
employees.

West 380 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
12-46274) on Nov. 8, 2012.  Andrew G. Edson, Esq., Duane J.
Brescia, Esq., and Stephen A. Roberts, Esq., at Strasburger &
Price LLP serve as its counsel.  It estimated $10 million to
$50 million in assets and $50 million to $100 million in debts.
Judge D. Michael Lynn presides over the case.


WEST COVINA MOTORS: Sec. 341(a) Creditors' Meeting on Feb. 4
------------------------------------------------------------
There's a meeting of creditors in the Chapter 11 case of West
Covina Motors, Inc. on Feb. 4, 2013 at 1:15 p.m.  The meeting will
be held at Room 2612, 725 S Figueroa St., Los Angeles, California.

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.

West Covina Motors, Inc., doing business as Clippinger Chevrolet
and Clippinger Chrysler Jeep Dodge, filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-52197) on Dec. 28, 2012.  Martin
J. Brill, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, serves
as counsel.  The Debtor estimated assets and debts of at least $10
million.


WILLIAMS LOVE: Court Rules on Summary Judgment Motions
------------------------------------------------------
Bankruptcy Judge Elizabeth L. Perris ruled on counter-motions for
summary judgment filed by parties in the lawsuit, Williams, Love,
O'Leary, & Powers, PC, v. Brann, Adv. No. 11-3279 (Bankr. D.
Ore.).  The Debtor filed the action for a determination that
Heather Brann does not have an attorney's lien securing amounts
due to her for legal work she performed on what are called Pain
Pump cases. The original claim was determined in favor of the
Debtor, certified as final, and was affirmed by the district
court.  Ms. Brann has filed a notice of appeal with the Ninth
Circuit.  After the Debtor's claim was determined, Ms. Brann filed
a number of counterclaims, some of which have earlier been
determined.  A copy of the Court's Jan. 11, 2013 Order is
available at http://is.gd/Zdmz3Ufrom Leagle.com.

                About Williams Love O'Leary & Powers

Williams, Love, O'Leary & Powers, P.C. is a law firm specializing
in the areas of medical and pharmaceutical products liability and
mass tort litigation.  Based in Portland, Oregon, Williams Love,
fdba Williams, Dailey & O'Leary, P.C., dba WLOP and WDO.com, filed
for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 11-37021) on
Aug. 14, 2011.  Judge Elizabeth L. Perris presides over the case.
The Debtor disclosed $8,602,955 in assets and $6,734,830 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Michael L. Williams, its president.  Albert N. Kennedy, Esq.,
and Michael W. Fletcher, Esq., at Tonkon Torp LLP, in Portland,
Oregon, represent the Debtor as counsel.

In September 2012, Judge Perris said she would confirm the third
amended Chapter 11 plan of Williams Love.  Sterling Savings Bank
voted in favor of the Debtor's plan.


* Stay Modification Order Becomes Moot During Appeal
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Cincinnati held Jan. 15
that if a bankruptcy court modifies an automatic stay to allow a
state court proceeding to go forward, the appeal from stay
modification becomes moot once the state court rules finally.

The report recounts that the case involved a creditor who obtained
an arbitration award before the defendant filed bankruptcy.  The
bankruptcy judge modified the automatic stay to allow the state
court to confirm the award.  The state court upheld the award and
entered judgment before the bankrupt completed an appeal from the
stay modification order.  The district judge held the appeal was
moot and the U.S. Court of Appeals in Cincinnati affirmed.

According to the report, the bankrupt contended that the appeal
wasn't moot because relief was possible.  Specifically, the
bankrupt argued that the federal appellate court could simply
direct that the state court judgment be ignored.  Circuit Judge
Jeffrey S. Sutton disagreed.

If a state court makes a ruling in violation of the stay, the
state court's action can be voided, Judge Sutton said.  On the
other hand, "when a state court permissibly enters an order in
absence of the stay, we must respect that order," he ruled.
Further, "when a state court finishes its proceedings while an
appeal is still pending, the appeal becomes moot," according to
Sutton's six-page opinion.

The case is Timco LLC v. T&M Sales Agency Inc. (In re Timco
LLC), 12-1406, U.S. Court of Appeals for the Sixth Circuit
(Cincinnati).


* Debt Ceiling Delay to Prompt Formal US Rating Review, Fitch Says
------------------------------------------------------------------
Fitch Ratings' expectation is that Congress will raise the debt
ceiling and that the risk of a U.S. sovereign default remains
extremely low. "Nonetheless, and in line with our previous
guidance, failure to raise the debt ceiling in a timely manner
will prompt a formal review of the U.S. sovereign ratings," Fitch
says.

On Dec. 31, 2012, U.S. federal government debt reached the
statutory debt limit of USD16.394trn and consequently the Treasury
has begun to implement extraordinary measures that will create an
estimated USD200bn of additional headroom under the debt ceiling.
A repeat of the August 2011 'debt ceiling crisis' would oblige
Fitch to review its current assessment of the reliability and
predictability of the institutional policy framework and prospects
for reaching agreement on a credible medium-term deficit reduction
plan.

In Fitch's opinion, the debt ceiling is an ineffective and
potentially dangerous mechanism for enforcing fiscal discipline.
It does not prevent tax and spending decisions that will incur
debt issuance in excess of the ceiling while the sanction of not
raising the ceiling risks a sovereign default and renders such a
threat incredible.

The statutory limitation on federal debt is a long-standing
feature of the U.S. fiscal framework and applies to nearly all
Treasury debt, whether held by the public or in government
accounts. Protracted debate prior to increasing the debt ceiling
is not an exceptional event, but against the backdrop of
unprecedentedly large peacetime budget deficits and outstanding
debt, any delay in raising the limit would pose ever increasing
risks to the ability of the federal government to honour its
obligations in a timely fashion. The last time Congress approved
an increase in the debt ceiling in August 2011, the federal
government came perilously close to being in a situation where, in
the words of the Treasury Secretary, it would be unable "to meet
our commitments securely".

The extraordinary measures now being enacted since Dec. 31, 2012,
together with around USD43bn Treasury deposits, are expected to
allow the federal government to continue to fund itself until end-
February, though this estimate is provisional and sensitive to
volatile monthly budget flows. It is highly uncertain what would
happen if Congress did not raise the debt ceiling before the
Treasury's borrowing authority and available cash balances were
exhausted.

With no legal authorisation for net debt issuance, the Treasury
would be forced to immediately eliminate the deficit - a fiscal
contraction twice as great as the recently avoided 'fiscal cliff'
- by delaying payments on commitments as they fall due. It is not
assured that the Treasury would or legally could prioritise debt
service over its myriad of other obligations, including social
security payments, tax rebates and payments to contractors and
employees. Arrears on such obligations would not constitute a
default event from a sovereign rating perspective but very likely
prompt a downgrade even as debt obligations continued to be met.

In addition to the debt ceiling, there is uncertainty over whether
USD54bn of spending cuts (sequester) deferred by two months under
the agreement reached just-in-time to avoid the so-called fiscal
cliff on 1 January will come into effect in fiscal year (FY) 2013
and a further USD96bn of reductions in outlays in FY14. And on 27
March, the federal government spending authority expires and,
unless renewed, will result in a government 'shutdown'. Recent
history suggests that short term fixes will be agreed, albeit only
just before each deadline is breached, that do little more than
postpone key decisions and perpetuate the uncertainty over tax and
spending policies and fail to place U.S. public finances on a
medium-term sustainable path.

The U.S. 'AAA' status is underpinned by the country's relative
economic dynamism and potential, diminishing financial sector
risks, respect for the rule of law and property rights, as well as
the exceptional financing flexibility that accrues from the global
benchmark status of U.S. Treasury securities and the dollar. These
fundamental credit strengths are being eroded by the large, albeit
steadily declining, structural budget deficit and high and rising
public debt.

In the absence of an agreed and credible medium-term deficit
reduction plan that would be consistent with sustaining the
economic recovery and restoring confidence in the long-run
sustainability of U.S. public finances, the current Negative
Outlook on the 'AAA' rating is likely to be resolved with a
downgrade later this year even if another debt ceiling crisis is
averted.


* InCharge Debt Solutions to Exhibit at ABI Bankruptcy Conference
-----------------------------------------------------------------
Nonprofit organization will exhibit at ABI Western Consumer
Bankruptcy Conference, January 21, 2013

InCharge Debt Solutions, a nonprofit credit counseling agency, will
be on hand to showcase its bankruptcy courses at the American
Bankruptcy Institute's (ABI) Western Consumer Bankruptcy
Conference on January 21, 2013 in Las Vegas, Nevada.  The event
will be held at the Golden Nugget Hotel and Casino in the original
downtown area of the city.

InCharge will be showcasing its Pre-Filing Credit Counseling, and
Pre-Discharge Debtor Education courses, found online at
http://www.PersonalFinanceEducation.com

InCharge, with its affiliate InCharge Education Foundation, has
helped clients complete over 1 million bankruptcy courses.

Conference programs will include topics like individual Chapter
11's, the latest on the mortgage industry, and ethics.  Attending
will be bankruptcy attorneys and trustees along with
representatives from organizations like InCharge Debt Solutions
that offer vital services to those consumers needing bankruptcy
courses and counseling.

"Nevada continues to rank among the top two states in terms of
cumulative bankruptcy filings with 6.84 per capita in 2012," said
Beth Mason, InCharge's Director of Outreach Programs for
Bankruptcy Services.  "Neighboring states like Utah (#4),
California (#9) and Arizona (#16) are struggling with consumer
bankruptcies also, meaning that the ABI conference in Las Vegas
will be an important event for us to network with and understand
the needs of the industry professionals who handle a majority of
the cases in the Western states."

InCharge Debt Solutions provides an array of certified counseling
services including an alternative to debt consolidation that
allows consumers to consolidate credit card bills into one monthly
payment, pay debt off faster, lower interest rates regardless of
credit score, stop collection calls, eliminate late fees and build
a budget and financial plan to follow:

-- Bankruptcy Education and Counseling: Take required pre-filing
and pre-discharge courses and receive counseling from certified
staff. Call 866-729-0049.

-- Credit Counseling: Certified credit counselors give free,
confidential counseling (online or by phone) and offer an
alternative to debt consolidation through debt management programs
and free budgeting assistance.  Call 877-486-4924.

-- Housing Counseling Services: Get help with HUD-approved
foreclosure prevention, first-time homebuyer education and free
counseling.  Call 877-251-1882.

-- Servicemember Help: Specialized help for military families
facing financial difficulty. Call 877-258-9549.

-- Online Counseling: Free, comprehensive web counseling provides
budget building tool, analysis and available solutions from your
computer.  Visit: http://www.incharge.org

                  About InCharge Debt Solutions

Founded in 1997, InCharge Debt Solutions is a leading 501(c)(3)
non-profit, community-service organization offering confidential
and professional credit counseling, housing counseling, debt
management, bankruptcy education and general financial education
to individuals seeking options to manage credit card debt and
consolidate debt payment.  The company, accredited by the Council
on Accreditation (COA) and a member of the National Foundation for
Credit Counseling (NFCC), interacted with over 1.1 million
consumers in 2012.  InCharge is affiliated with InCharge Education
Foundation, Inc. (ICEF) which is dedicated to providing
educational products, services and research supporting the
personal financial literacy of consumers across America.  ICEF
also provides financial literacy training to servicemembers and
their families through MilitaryMoney.com.


* Law360 Names Kramer Levin Naftalis 2012 "Top Practice Group"
--------------------------------------------------------------
Kramer Levin Naftalis & Frankel LLP on Jan. 16 disclosed that the
firm's Real Estate practice was named a Law360 "Top Practice Group
of 2012."  Kramer Levin was one of only five firms selected for
this honor.  Firms were chosen for the significance and complexity
of deals the group worked on in the past year.

In 2012 alone, Kramer Levin played a leading role in several
exceptionally prominent real estate transactions, including the
$260-million sale of the Saint Vincent Catholic Medical Centers
Manhattan campus to a joint venture of the Rudin Family and North
Shore/LIJ (a pivotal aspect of the resolution of Saint Vincent's
Chapter 11 Bankruptcy which was also handled by Kramer Levin);
representation of a joint venture of Toll Brothers and Starwood
Capital Group in connection with its winning bid for and
negotiation of a 97-year ground lease to develop a new $300-
million hotel and residential complex at Brooklyn Bridge Park;
representation of New York Life Insurance Company in its purchase
of an office building valued at $360 million; and representation
of The Related Companies in connection with Hudson Yards, a 12-
million-square-foot commercial/residential development project.

Widely regarded as the "go-to" firm for transactional and
restructuring matters, Kramer Levin provides counsel to real
estate developers and owners, private equity investors, investment
bankers, merchant and commercial bankers and hoteliers, among
others, across the full spectrum of real estate matters.  With
office, hotel, residential, retail, industrial, joint ventures,
restructurings, recapitalizations, development, conversions,
financings, acquisitions and sales to its credit, both long-term
clients and those new to the firm and to the industry rely on a
highly experienced 50 plus attorney team that also includes
practices devoted to Land Use, Environmental and Condemnation
matters.  The Real Estate department works closely with these and
other departments such as Litigation, Corporate, Tax and
Creditors' Rights to deliver timely, comprehensive and results-
oriented counsel.  Kramer Levin is adept at maneuvering the many
complexities of the real estate business, including matters that
involve public sector/governmental entities, and delivering
strategic, creative solutions through a network of far-reaching
relationships and capabilities in New York and beyond.

The firm has the largest land use practice in the City of New York
and handles the most complex and sophisticated land use matters.
The firm's Land Use Department has provided counsel on and secured
approvals for work on many of New York City's most well-known and
celebrated landmarks including the Empire State Building, the
Chrysler Building, Lincoln Center, Rockefeller Center, MOMA,
Carnegie Hall, Hearst Tower, the Sony Building and the Seagram
Building.  Recent matters include approvals for Vornado Realty
Trust's proposed 2.8 million square foot office tower for the site
of the Hotel Pennsylvania, Extell Development's three-million-
square-foot Riverside Center development and its 1,000 foot tall
One57 mixed use building, the 1,050 foot high Jean Nouvel designed
tower for a joint venture composed of the Hines Interests and the
Museum of Modern Art, and a new Rafael Vinoly designed 1,380 foot
high residential tower at 432 Park Avenue (the former Drake Hotel
site).  The Department is currently providing advice to NYU
Langone Medical Center in connection with new hospital development
on its campus; to Madison Square Garden for its transformation to
a state of the art sports and entertainment complex and ongoing
operations; to Howard Hughes Corporation in connection with its
revitalization of the South Street Seaport; and to the Whitney
Museum in connection with its new museum at the southern end of
the High Line.

In the past year, the Real Estate practice of Kramer Levin has
demonstrated its depth and breadth of counsel with 23 new
development deals valued in the tens of billions of dollars,
building sales and purchases valued at $4.5 billion, financing and
refinancing transactions of $1.5 billion, loan restructurings and
workouts of $2.5 billion, condominium developments registered or
brought to market of $5 billion and leases totaling over one
million square feet.

Real Estate Industry Group Partners

Jeffrey L. Braun, Land Use

Jonathan H. Canter, Real Estate

James P. Godman, Real Estate

James G. Greilsheimer (Counsel), Condemnation

Michael Paul Korotkin, Real Estate

Jay A. Neveloff, Real Estate

Paul D. Selver, Land Use

Michael T. Sillerman, Land Use

Gary R. Tarnoff, Land Use

Neil R. Tucker, Real Estate

Elise Wagner, Land Use

Charles S. Warren, Environmental

                       About Kramer Levin

Kramer Levin Naftalis & Frankel LLP -- http://www.kramerlevin.com
-- is a premier, full-service law firm with offices in New York,
Silicon Valley and Paris.  Firm lawyers are leading practitioners
in their respective fields.  The firm represents Global 1000 and
emerging growth companies, institutions and individuals, across a
broad range of industries.


* Randall Eisenberg Joins AlixPartners' Restructuring Practice
--------------------------------------------------------------
AlixPartners, the global business-advisory firm, on Jan. 16
announced a major commitment to and expansion of its advisory
service offerings to underperforming companies and their
constituents with the addition of Randall S. Eisenberg, a veteran
practitioner with extensive experience advising senior
managements, boards of directors and creditor constituents.
Mr. Eisenberg, who most recently was a senior managing director in
FTI Consulting, Inc.'s corporate finance and restructuring
practice, joins AlixPartners' Alan Holtz as managing director to
co-lead the Transformation and Restructuring Advisory Practice.
Mr. Eisenberg will be based in New York, as is Mr. Holtz.

As part of AlixPartners' Turnaround & Restructuring Services
business unit, and complementing the firm's renowned interim-
management capabilities, the Transformation and Restructuring
Advisory Practice focuses on providing managements and boards of
directors with world-class operational, strategic and financial
advice on effectively managing through a transformation,
turnaround or restructuring.  In addition, the practice uses this
same broad-based combination of business capabilities to provide a
unique approach to advising creditor constituents seeking to
maximize their return or recovery in underperforming situations.

Said Fred Crawford, CEO of AlixPartners: "AlixPartners is uniquely
positioned to help clients in many different situations achieve
better outcomes.  With a long history serving clients in an
advisory capacity, we are now making an even greater commitment to
the Transformation and Restructuring Advisory Practice, led by
Randall and Alan, both nationally recognized veterans."

Mr. Eisenberg, who has led many large, high-profile national and
international transformation and restructuring assignments, has
extensive experience in the development and implementation of
effective turnaround strategies and in advising constituents
seeking returns or recovery.  His diverse background extends to
numerous industries such as automotive, airlines, manufacturing,
restaurants and retail, and he has served as a senior advisor to
companies, secured lenders and unsecured creditors, as well as
represented potential acquirers of distressed businesses.  His
high-profile engagements have included Delphi, Visteon, US Airways
and Jackson Hewitt.

Said Mr. Eisenberg: "I am extremely excited to be joining
AlixPartners and am humbled by the tremendous talent the firm has
to offer.  The unparalleled operational expertise, significant
functional depth and broad industry capabilities at AlixPartners
provide me and the clients we serve with a unique platform for
delivering unmatched service and effective results."

Prior to his joining FTI in 2002, Mr. Eisenberg was a partner in
PricewaterhouseCoopers' business recovery services practice.  A
certified turnaround professional and a certified public
accountant, he holds a master's degree in management from
Northwestern University and a bachelor's degree from the
University of the Pacific.  Over the course of his career,
Eisenberg has served as chairman of the Turnaround Management
Association and president of the Association of Certified
Turnaround Professionals.  He is a fellow at both the American
College of Bankruptcy and the International Insolvency Institute,
and serves as a trustee of Save the Children-U.S.

                       About AlixPartners

AlixPartners, LLP -- http://www.alixpartners.com-- is a global
business-advisory firm offering comprehensive services in four
major areas: enterprise improvement, turnaround and restructuring,
financial advisory services and information management services.
Founded in 1981, the firm has offices around the world.


* Hilco Names Jay Stone CEO of Accounts Receivable Unit
-------------------------------------------------------
Hilco Trading, LLC on Jan. 15 announced the formation of Hilco
Receivables, LLC. Jay Stone has been named CEO.

The new Hilco Receivables is based in Northbrook, Illinois, a
northern Chicago suburb.  The company will provide contingency fee
collection services and portfolio acquisitions throughout North
America and Europe on non-performing and under-performing
commercial debt.  It will also purchase charged-off consumer debt
such as credit card receivables, student loans, health care
receivables and installment loans.  In addition to having a
relationship with the American Collectors Association (ACA), Hilco
Receivables is a BBB Accredited Business and is fully licensed and
insured to protect clients.

"We are returning to the receivables business at this time because
we uniquely understand the marketplace and the needs of our
financial and corporate customers.  This is another service for us
to help customers maximize the value of any non-performing asset
they may have in their portfolio as a natural extension of our
overall Hilco offering," said Jeff Hecktman, Chairman and CEO of
Hilco Trading LLC.  "Our original receivables business quickly
established itself as an industry leader until we sold the company
in 2007, and we believe it is an important practice in our overall
suite of valuation and monetization services," Mr. Hecktman said.
Prior to selling the company in 2007, the original Hilco
Receivables had acquired nearly $4 billion face value of debt,
made capital investments exceeding $225 million and monetized more
than $229 million of debt through contingency fee collection work.

Mr. Hecktman hired Jay Stone to serve as the new CEO of the Hilco
Receivables business recognizing the enormous up-side of re-
launching the practice with the right management team and business
Strategy.  Mr. Stone had spent nearly six years building his own
successful accounts receivables organization called Steamboat
Partners LLC since 2007.

"Jay saw the same opportunity as I did, especially to deploy large
amounts of capital for portfolio acquisitions.  With his
experience and leadership I have no doubt he'll repeat his past
success," Mr. Hecktman added.

Joining Jay Stone from Steamboat Partners is a seasoned management
team.  Buddy Beaman, EVP/COO, served as a VP for Bear Stearns
(eCast) and First USA / Bank One, running their collections and
recovery system as well as analytics.  Bill Schmeiderer, SVP
Operations, was Director of the Commercial A/R Division of Apex
Financial Management.  He also worked with DeVry Incorporated,
where he managed student loan collections, and served with
Household International (now HSBC) in collection management.  A
team of highly-experienced commercial collectors, each with a
minimum of 20 years of experience, has also joined the new Hilco
Receivables.

Mr. Stone summed it up.  "I'm thrilled to return to Hilco.
Together we bring the best practices and entrepreneurial drive
with the financial strength and global resources of today's Hilco
organization."

                    About Hilco Trading, LLC

Hilco -- http://www.hilcotrading.com-- is a closely-held,
diversified financial and operational services firm.  Its
principal competency is valuing and monetizing business assets,
including retail, consumer and industrial inventory, machinery and
equipment, real estate, accounts receivable and intellectual
property.

Through an integrated platform of more than 20 business units,
Hilco helps companies and their professional advisors derive the
maximum value for said assets through appraisals, asset
disposition and acquisition services, private equity investments,
advisory and consulting services.  Hilco serves retailers,
wholesalers, distributors and manufacturers, directly and through
their lenders, investors and advisors, which can include private
equity firms, hedge funds, investment banks, law firms, turnaround
professionals, accounting professionals, bankruptcy trustees and
receivers.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Jeffrey Kennedy
   Bankr. N.D. Ala. Case No. 13-80047
      Chapter 11 Petition filed January 7, 2013

In re Paul Warren
   Bankr. D. Ariz. Case No. 13-00212
      Chapter 11 Petition filed January 7, 2013

In re Jerry Hawkins
   Bankr. W.D. Ark. Case No. 13-70054
      Chapter 11 Petition filed January 7, 2013

In re Gwendolyn Williams
   Bankr. C.D. Calif. Case No. 13-10106
      Chapter 11 Petition filed January 7, 2013

In re Ramesh Panchal
   Bankr. N.D. Calif. Case No. 13-50085
      Chapter 11 Petition filed January 7, 2013

In re Jacen Management, LLC
   Bankr. D. Conn. Case No. 13-20031
     Chapter 11 Petition filed January 7, 2013
         See http://bankrupt.com/misc/ctb13-20031.pdf
         represented by: Gregory F. Arcaro, Esq.
                         GRAFSTEIN & ARCARO, LLC
                         E-mail: garcaro@grafsteinlaw.com

In re Igor Babichenko
   Bankr. M.D. Fla. Case No. 13-00054
      Chapter 11 Petition filed January 7, 2013

In re Classic New York Realty 2009 LLC
   Bankr. S.D.N.Y. Case No. 13-10053
     Chapter 11 Petition filed January 7, 2013
         See http://bankrupt.com/misc/nysb13-10053.pdf
         represented by: Dennis Houdek, Esq.
                         E-mail: denniswhoudek@aol.com

In re 641 Santiago Real Estate Ventures, LLC
   Bankr. E.D. Pa. Case No. 13-10128
     Chapter 11 Petition filed January 7, 2013
         See http://bankrupt.com/misc/paeb13-10128.pdf
         represented by: Thomas Daniel Bielli, Esq.
                         O'KELLY ERNST & BIELLI, LLC
                         E-mail: tbielli@oeblegal.com

In re Javier Melgarejo
   Bankr. D. S.C. Case No. 13-00113
      Chapter 11 Petition filed January 7, 2013

In re Estate of Billy Lee Watson
   Bankr. D. S.C. Case No. 13-00121
      Chapter 11 Petition filed January 7, 2013

In re Shree Mahalaxmi, Inc.
        dba Super 8
   Bankr. W.D. Tex. Case No. 13-50040
     Chapter 11 Petition filed January 7, 2013
         See http://bankrupt.com/misc/txwb13-50040p.pdf
         See http://bankrupt.com/misc/txwb13-50040c.pdf
         represented by: Rakhee V. Patel, Esq.
                         PRONSKE & PATEL, P.C.
                         E-mail: rpatel@pronskepatel.com

In re Phillip Ward
   Bankr. E.D. Va. Case No. 13-70039
      Chapter 11 Petition filed January 7, 2013

In re Adam's Corner, LLC
   Bankr. E.D. Va. Case No. 13-10082
     Chapter 11 Petition filed January 7, 2013
         See http://bankrupt.com/misc/vaeb13-10082.pdf
         Filed as Pro Se
In re David De Langis
   Bankr. C.D. Calif. Case No. 13-10654
      Chapter 11 Petition filed January 8, 2013

In re Suzanne Nguyen
   Bankr. C.D. Calif. Case No. 13-10203
      Chapter 11 Petition filed January 8, 2013

In re Laura Gens
   Bankr. N.D. Calif. Case No. 13-50106
      Chapter 11 Petition filed January 8, 2013

In re Net Five-FDA at Islamorada, LLC
   Bankr. M.D. Fla. Case No. 13-00109
     Chapter 11 Petition filed January 8, 2013
         See http://bankrupt.com/misc/flmb13-00109p.pdf
         See http://bankrupt.com/misc/flmb13-00109c.pdf
         represented by: Jason A. Burgess, Esq.
                         The Law Offices of Jason A. Burgess, LLC
                         E-mail: jason@jasonaburgess.com

In re Christopher Haskins
   Bankr. S.D. Fla. Case No. 13-10369
      Chapter 11 Petition filed January 8, 2013

In re River Street Plaza East Condominium Association
   Bankr. N.D. Ill. Case No. 13-00682
     Chapter 11 Petition filed January 8, 2013
         See http://bankrupt.com/misc/ilnb13-00682.pdf
         represented by: Matthew Johns, Esq.
                         Thompson Coburn LLP
                         E-mail: mjohns@thompsoncoburn.com

In re J. &. R. Drilling Services, Inc.
   Bankr. S.D. Iowa Case No. 13-00039
     Chapter 11 Petition filed January 8, 2013
         See http://bankrupt.com/misc/iasb13-00039.pdf
         represented by: Donald F. Neiman, Esq.
                         Bradshaw, Fowler, Proctor & Fairgrave PC
                         E-mail: neiman.donald@bradshawlaw.com

In re Vegas Inc.
   Bankr. E.D. Mich. Case No. 13-40360
     Chapter 11 Petition filed January 8, 2013
         See http://bankrupt.com/misc/mieb13-40360p.pdf
         See http://bankrupt.com/misc/mieb13-40360c.pdf
         represented by: Donald C. Darnell, Esq.
                         Darnell Law Offices
                         E-mail: dondarnell@darnell-law.com

In re 227 E 27th St. IEX LLC
   Bankr. S.D. Miss. Case No. 13-50042
     Chapter 11 Petition filed January 8, 2013
         See http://bankrupt.com/misc/mssb13-50042p.pdf
         represented by: Jarret P. Nichols, Esq.
                         Law Offices of Craig M. Geno, PLLC
                         E-mail: jnichols@cmgenolaw.com

In re  Western Lights LLC
   Bankr. S.D. Miss. Case No. 13-50043
     Chapter 11 Petition filed January 8, 2013
         See http://bankrupt.com/misc/mssb13-50043.pdf
         represented by: Jarret P. Nichols, Esq.
                         Law Offices of Craig M. Geno, PLLC
                         E-mail: jnichols@cmgenolaw.com

In re Dorothy Pandorf
   Bankr. D.N.J. Case No. 13-10386
      Chapter 11 Petition filed January 8, 2013

In re P&O Land Ventures, a New Jersey General Partnership
   Bankr. D.N.J. Case No. 13-10323
     Chapter 11 Petition filed January 8, 2013
         See http://bankrupt.com/misc/njb13-10323.pdf
         represented by: Brian W. Hofmeister, Esq.
                         Teich Groh
                         E-mail: bhofmeister@teichgroh.com

In re Buckskin Realty LLC
   Bankr. E.D.N.Y. Case No. 13-40083
     Chapter 11 Petition filed January 8, 2013
         See http://bankrupt.com/misc/nyeb13-40083.pdf
         represented by: Frank Castiglione, Esq.
                         Palmieri and Castiglione, P.C.

In re Dobb, LLC
   Bankr. E.D.N.C. Case No. 13-00152
     Chapter 11 Petition filed January 8, 2013
         See http://bankrupt.com/misc/nceb13-00152p.pdf
         See http://bankrupt.com/misc/nceb13-00152c.pdf
         represented by: Christian Bennett Felden, Esq.
                         Felden and Felden, P.A.
                         E-mail: cbfelden@feldenandfelden.com

In re Armda Transportation Group Ltd.
   Bankr. E.D. Pa. Case No. 13-10188
     Chapter 11 Petition filed January 8, 2013
         See http://bankrupt.com/misc/paeb13-10188.pdf
         represented by: Patrick Timothy Cronin, Esq.
                         Cronin and Musto
                         E-mail:
                         patrick.cronin@croninandmustolaw.com

In re Two Nice Gumba's, Inc.
        aka Claudio & Mattia's Trattoria Piano Bar
          aka Mattia's Trattoria Piano Bar
   Bankr. S.D. Tex. Case No. 13-80009
     Chapter 11 Petition filed January 8, 2013
         See http://bankrupt.com/misc/txsb13-80009.pdf
         represented by: Kimberly Anne Bartley, Esq.
                         Waldron & Schneider, L.L.P.
                         E-mail: kbartley@ws-law.com

In re Antonio Diaz
   Bankr. W.D. Tex. Case No. 13-30014
      Chapter 11 Petition filed January 8, 2013

In re Lelia De Diaz
   Bankr. W.D. Tex. Case No. 13-30014
      Chapter 11 Petition filed January 8, 2013
In re Dennis Eckholm
   Bankr. D. Ariz. Case No. 13-00329
      Chapter 11 Petition filed January 9, 2013

In re Nicolae Cosma
   Bankr. D. Ariz. Case No. 13-00354
      Chapter 11 Petition filed January 9, 2013

In re Parviz Akradi
   Bankr. C.D. Calif. Case No. 13-10232
      Chapter 11 Petition filed January 9, 2013

In re Advanced, Inc.
        dba Progreen Building Maintenance
   Bankr. C.D. Calif. Case No. 13-10752
     Chapter 11 Petition filed January 9, 2013
         See http://bankrupt.com/misc/cacb13-10752.pdf
         represented by: Bryan L. Ngo, Esq.
                         BLUE CAPITAL LAW FIRM, P.C.
                         E-mail: bngo@bluecapitallaw.com

In re Ray Gonzales
   Bankr. C.D. Calif. Case No. 13-10767
      Chapter 11 Petition filed January 9, 2013

In re Mitchell Tulio
   Bankr. N.D. Calif. Case No. 13-30049
      Chapter 11 Petition filed January 9, 2013

In re Geoffrey Moncrief
   Bankr. S.D. Calif. Case No. 13-00194
      Chapter 11 Petition filed January 9, 2013

In re Aswinder Suri
   Bankr. M.D. Fla. Case No. 13-00135
      Chapter 11 Petition filed January 9, 2013

In re Stuart Gottlieb, M.D. Chartered
        dba Gables Diagnostic Imaging Associates
   Bankr. S.D. Fla. Case No. 13-10469
     Chapter 11 Petition filed January 9, 2013
         See http://bankrupt.com/misc/flsb13-10469.pdf
         represented by: Barry S. Mittelberg, Esq.
                         BARRY S. MITTELBERG, P.A.
                         E-mail: barry@mittelberglaw.com

In re Ricky Boone
   Bankr. D. Ill. Case No. 13-00875
      Chapter 11 Petition filed January 9, 2013

In re Michael G. Shaheen, DO, PC
   Bankr. E.D. Mich. Case No. 13-30061
     Chapter 11 Petition filed January 9, 2013
         See http://bankrupt.com/misc/mieb13-30061p.pdf
         See http://bankrupt.com/misc/mieb13-30061c.pdf
         represented by: Peter T. Mooney, Esq.
                         SIMEN, FIGURA & PARKER
                         E-mail: pmooney@sfplaw.com

In re Mysty Cain
   Bankr. D. Nev. Case No. 13-10155
      Chapter 11 Petition filed January 9, 2013

In re Russel Ricciardelli
   Bankr. D. Nev. Case No. 13-10165
      Chapter 11 Petition filed January 9, 2013

In re Stuart Thomas
   Bankr. E.D. Pa. Case No. 13-10238
      Chapter 11 Petition filed January 9, 2013

In re Angeles Nursing Home Inc.
   Bankr. D. P.R. Case No. 13-00062
     Chapter 11 Petition filed January 9, 2013
         See http://bankrupt.com/misc/prb13-00062.pdf
         represented by: Homel Antonio Mercado Justiniano, Esq.
                         E-mail: hmjlaw2@gmail.com

In re Modesta Ocasio Silva
   Bankr. D. P.R. Case No. 13-00081
      Chapter 11 Petition filed January 9, 2013

In re Timothy Brown
   Bankr. N.D. Tex. Case No. 13-30132
      Chapter 11 Petition filed January 9, 2013

In re Hamby & Hamby Family Wellness Clinic, PLLC
   Bankr. W.D. Ark. Case No. 13-70110
     Chapter 11 Petition filed January 10, 2013
         See http://bankrupt.com/misc/arwb13-70110.pdf
         represented by: Stanley V. Bond, Esq.
                         Bond Law Office
                         E-mail: attybond@me.com

In re 235 Marvin Ave, LLC
   Bankr. M.D. Fla. Case No. 13-00340
     Chapter 11 Petition filed January 10, 2013
         See http://bankrupt.com/misc/flmb13-00340.pdf
         represented by: Elizabeth J. Anderson, Esq.
                         The Anderson Legal Group, LLC
                         E-mail:
                         eanderson@theandersonlegalgroup.com

In re Alpha Enterprises, Inc.
   Bankr. M.D. Fla. Case No. 13-00147
     Chapter 11 Petition filed January 10, 2013
         See http://bankrupt.com/misc/flmb13-00147.pdf
         represented by: Brett A. Mearkle, Esq.
                         Law Office of Brett A. Mearkle
                         E-mail: bmearkle@mearklelaw.com

In re Jack Aberman
   Bankr. M.D. Fla. Case No. 13-00167
      Chapter 11 Petition filed January 10, 2013

In re Sonrise Christian School, Inc.
   Bankr. M.D. Fla. Case No. 13-00294
     Chapter 11 Petition filed January 10, 2013
         See http://bankrupt.com/misc/flmb13-00294p.pdf
         See http://bankrupt.com/misc/flmb13-00294c.pdf
         represented by: Michael J. Hooi, Esq.
                         Stichter, Riedel, Blain & Prosser, P.A.
                         E-mail: mhooi.ecf@srbp.com

In re Renato Blas
   Bankr. S.D. Fla. Case No. 13-10565
      Chapter 11 Petition filed January 10, 2013

In re Jay Szelinski
   Bankr. D. Nev. Case No. 13-10252
      Chapter 11 Petition filed January 10, 2013

In re James Moore
   Bankr. D. Nev. Case No. 13-10238
      Chapter 11 Petition filed January 10, 2013

In re Broadway Winslow LLC
   Bankr. D.N.J. Case No. 13-10531
     Chapter 11 Petition filed January 10, 2013
         See http://bankrupt.com/misc/njb13-10531.pdf
         Represented by: Warren D. Levy, Esq.
                         Law Offices of Kasuri & Levy, LLC.
                         E-mail: kasurilevy@yahoo.com

In re D.G. Investments, Inc.
        dba Vivo Resorante
   Bankr. D.N.J. Case No. 13-10530
     Chapter 11 Petition filed January 10, 2013
         See http://bankrupt.com/misc/njb13-10530.pdf
         represented by: Ilissa Churgin Hook, Esq.
                         Hook & Fatovich, LLC
                         E-mail: ihook@hookandfatovich.com

In re World Harvest Deliverance Center
   Bankr. E.D.N.Y. Case No. 13-40138
     Chapter 11 Petition filed January 10, 2013
         See http://bankrupt.com/misc/nyeb13-40138.pdf
         Filed pro se

In re Main Street of Olean, LLC
        dba Scooters
   Bankr. W.D.N.Y. Case No. 13-10063
     Chapter 11 Petition filed January 10, 2013
         See http://bankrupt.com/misc/nywb13-10063.pdf
         represented by:  Robert B. Gleichenhaus, Esq.
                         Gleichenhaus, Marchese & Weishaar, P.C.
                         E-mail: RBG_GMF@hotmail.com

In re Vratislav Kotek
   Bankr. E.D.N.C. Case No. 13-00211
      Chapter 11 Petition filed January 10, 2013

In re Kation Boutique Inc.
   Bankr. D.P.R. Case No. 13-00116
     Chapter 11 Petition filed January 10, 2013
         See http://bankrupt.com/misc/prb13-00116.pdf
         represented by: Carlos Rodriguez Quesada, Esq.
                         Law Office of Carlos Rodriguez Quesada
                         E-mail: cerqlaw@coqui.net

In re Freidoum Boldaji
   Bankr. E.D. Va. Case No. 13-10147
      Chapter 11 Petition filed January 10, 2013

In re YPCRental LLC
   Bankr. D. Utah Case No. 13-20283
     Chapter 11 Petition filed January 10, 2013
         See http://bankrupt.com/misc/utb13-20283.pdf
         Filed pro se
In re David Appel
   Bankr. C.D. Calif. Case No. 13-10309
      Chapter 11 Petition filed January 11, 2013

In re Clara Drose
   Bankr. S.D. Calif. Case No. 13-00259
      Chapter 11 Petition filed January 11, 2013

In re GHP2, LLC
   Bankr. D. Del. Case No. 13-10071
     Chapter 11 Petition filed January 11, 2013
         See http://bankrupt.com/misc/deb13-10071.pdf
         represented by: Pauline K. Morgan, Esq.
                         Young, Conaway, Stargatt & Taylor
                         E-mail: bankfilings@ycst.com

In re Air Force 1 Cooling & Heating, LLC
        aka Air Force 1
   Bankr. M.D. Fla. Case No. 13-00341
     Chapter 11 Petition filed January 11, 2013
         See http://bankrupt.com/misc/flmb13-00341.pdf
         represented by: David W Steen, Esq.
                         David W Steen PA
                         E-mail: dwsteen@dsteenpa.com

In re Whitaker Views, LLC
   Bankr. M.D. Fla. Case No. 13-00358
     Chapter 11 Petition filed January 11, 2013
         See http://bankrupt.com/misc/flmb13-00358.pdf
         represented by: Timothy W Gensmer, Esq.
                         Timothy W Gensmer, PA
                         E-mail: timgensmer@aol.com

In re All My Children Academy I & II, Inc.
   Bankr. S.D. Fla. Case No. 13-10636
     Chapter 11 Petition filed January 11, 2013
         See http://bankrupt.com/misc/flsb13-10636.pdf
         represented by: Sherri B. Simpson, Esq.
                         Law Offices of Sherri B. Simpson, P.A.
                         E-mail: sbsecf@gmail.com

In re Shaneco, Inc.
   Bankr. S.D. Ga. Case No. 13-60022
     Chapter 11 Petition filed January 11, 2013
         See http://bankrupt.com/misc/gasb13-60022.pdf
         represented by: H. Lehman Franklin, Jr., Esq.
                         H. Lehman Franklin, PC
                         E-mail: hlfpcbankruptcy@hotmail.com

In re Michael Tolomeo
   Bankr. N.D. Ill. Case No. 13-01162
      Chapter 11 Petition filed January 11, 2013

In re JACQ, Inc.
   Bankr. D. Mass. Case No. 13-40064
     Chapter 11 Petition filed January 11, 2013
         See http://bankrupt.com/misc/mab13-40064.pdf
         represented by: Tameka L. Grantham, Esq.
                         Grantham Law Firm
                         E-mail: tlgrantham@gmail.com

In re Sierras, Inc.
   Bankr. D. Mass. Case No. 13-40063
     Chapter 11 Petition filed January 11, 2013
         See http://bankrupt.com/misc/mab13-40063.pdf
         represented by: Tameka L. Grantham, Esq.
                         Grantham Law Firm
                         E-mail: tlgrantham@gmail.com

In re Miller Chrysler Dodge Inc.
        dba Miller Automotive
   Bankr. W.D. Mo. Case No. 13-20027
     Chapter 11 Petition filed January 11, 2013
         See http://bankrupt.com/misc/mowb13-20027p.pdf
         See http://bankrupt.com/misc/mowb13-20027c.pdf
         represented by: William L. Needler, Esq.
                         William L. Needler and Associates Ltd.
                         E-mail: WilliamLNeedler@aol.com

In re Phillip Griffin
   Bankr. W.D. Mo. Case No. 13-40113
      Chapter 11 Petition filed January 11, 2013

In re Michael Jackson
   Bankr. D.N.J. Case No. 13-10621
      Chapter 11 Petition filed January 11, 2013

In re Laurent Gruet
   Bankr. D.N.M. Case No. 13-10080
      Chapter 11 Petition filed January 11, 2013

In re John ODonnell
   Bankr. S.D.N.Y. Case No. 13-35071
      Chapter 11 Petition filed January 11, 2013

In re Chocolat Salon LLC
   Bankr. N.D. Ohio Case No. 13-10167
     Chapter 11 Petition filed January 11, 2013
         See http://bankrupt.com/misc/ohnb13-10167.pdf
         Filed pro se

In re Luis Morales Seda
   Bankr. D.P.R. Case No. 13-00169
      Chapter 11 Petition filed January 11, 2013

In re Marquez Colon Maricarmen
   Bankr. D.P.R. Case No. 13-00148
      Chapter 11 Petition filed January 11, 2013

In re Rich's Sacred Ground, Inc.
        aka Rich's
   Bankr. S.D. Tex. Case No. 13-30130
     Chapter 11 Petition filed January 11, 2013
         See http://bankrupt.com/misc/txsb13-30130p.pdf
         See http://bankrupt.com/misc/txsb13-30130c.pdf
         represented by:  H Miles Cohn, Esq.
                         Sheiness Scott et al
                         E-mail: mcohn@hou-law.com
In re Allysin Bridges
   Bankr. D. Md. Case No. 13-10579
      Chapter 11 Petition filed January 12, 2013

In re Jason Bridges
   Bankr. D. Md. Case No. 13-10579
      Chapter 11 Petition filed January 12, 2013

In re Sky High Sports Seattle, LLC
   Bankr. D. Nev. Case No. 13-50071
     Chapter 11 Petition filed January 13, 2013
         See http://bankrupt.com/misc/nvb13-50071.pdf
         represented by: Kevin A. Darby, Esq.
                         Darby Law Practice, Ltd.
                         E-mail: kevin@darbylawpractice.com

In re George Caton
   Bankr. M.D. Ala. Case No. 13-30101
      Chapter 11 Petition filed January 14, 2013

In re Yaqui Electric Co., LLC
   Bankr. D. Ariz. Case No. 13-00500
     Chapter 11 Petition filed January 14, 2013
         See http://bankrupt.com/misc/azb13-00500.pdf
         represented by: Eric Ollason, Esq.
                         E-mail: eollason@182court.com

In re Richard Samuels
   Bankr. D. Ariz. Case No. 13-00558
      Chapter 11 Petition filed January 14, 2013

In re Mark Witaschek
   Bankr. D. D.C. Case No. 13-00019
      Chapter 11 Petition filed January 14, 2013

In re JR Equity Corporation
   Bankr. M.D. Fla. Case No. 13-00417
     Chapter 11 Petition filed January 14, 2013
         See http://bankrupt.com/misc/flmb13-00417.pdf
         represented by: David S. Jennis, Esq.
                         JENNIS & BOWEN PL
                         E-mail: ecf@jennisbowen.com

In re New Hope Assembly of God, Inc.
   Bankr. D. Idaho Case No. 13-20025
     Chapter 11 Petition filed January 14, 2013
         See http://bankrupt.com/misc/idb13-20025.pdf
         represented by: Tyler S. Wirick, Esq.
                         LAW OFFICES OF TYLER S. WIRICK
                         E-mail: tyler.wirick@gmail.com

In re H & R Lawn & Landscape, Inc.
   Bankr. D. Kans. Case No. 13-20068
     Chapter 11 Petition filed January 14, 2013
         See http://bankrupt.com/misc/ksb13-20068.pdf
         represented by: Frank Wendt
                         BROWN & RUPRECHT, P.C.
                         E-mail: fwendt@brlawkc.com

In re Se Myung Oh
   Bankr. D. Md. Case No. 13-10589
      Chapter 11 Petition filed January 14, 2013

In re 124 Old South Road, LLC
   Bankr. D. Mass. Case No. 13-10154
     Chapter 11 Petition filed January 14, 2013
         See http://bankrupt.com/misc/mab13-10154.pdf
         represented by: George J. Nader, Esq.
                         RILEY & DEVER, P.C.
                         E-mail: nader@rileydever.com

In re Nils Hylander, LLC
   Bankr. D. Nev. Case No. 13-10307
     Chapter 11 Petition filed January 14, 2013
         See http://bankrupt.com/misc/nvb13-10307.pdf
         Filed as Pro Se

In re Carl Morony
   Bankr. D. Nev. Case No. 13-10310
      Chapter 11 Petition filed January 14, 2013

In re MT & JM, LLC
   Bankr. S.D.N.Y. Case No. 13-22047
     Chapter 11 Petition filed January 14, 2013
         See http://bankrupt.com/misc/nysb13-22047.pdf
         Filed as Pro Se

In re William Soots
   Bankr. E.D.N.C. Case No. 13-00286
      Chapter 11 Petition filed January 14, 2013

In re Luis Ramon
   Bankr. D. P.R. Case No. 13-00195
      Chapter 11 Petition filed January 14, 2013

In re Paul Smiddy
   Bankr. E.D. Tenn. Case No. 13-30112
      Chapter 11 Petition filed January 14, 2013
In re Keeping Kids in Their Home Foundation Corp.
        as Trustee for Abundant Life Trust
   Bankr. M.D. Fla. Case No. 13-00433
     Chapter 11 Petition filed January 15, 2013
         See http://bankrupt.com/misc/flmb13-00433.pdf
         represented by: Thomas F. Rieger, Esq.
                         Rieger Law, P.L.
                         E-mail: trieger@riegerlawpl.com

In re Kirk Bullock
   Bankr. M.D. Fla. Case No. 13-00435
      Chapter 11 Petition filed January 15, 2013

In re Thomas McAnallen
   Bankr. M.D. Fla. Case No. 13-00241
      Chapter 11 Petition filed January 15, 2013

In re Highway 300 Properties, LLC
   Bankr. M.D. Ga. Case No. 13-10070
     Chapter 11 Petition filed January 15, 2013
         See http://bankrupt.com/misc/gamb13-10070.pdf
         represented by: Wesley J. Boyer, Esq.
                         Katz, Flatau, Popson and Boyer, LLP
                         E-mail: wjboyer_2000@yahoo.com

In re Faye Pantazelos
   Bankr. N.D. Ill. Case No. 13-01419
      Chapter 11 Petition filed January 15, 2013

In re Bert R. Huncilman & Son, Inc.
   Bankr. S.D. Ind. Case No. 13-90077
     Chapter 11 Petition filed January 15, 2013
         See http://bankrupt.com/misc/insb13-90077.pdf
         represented by: Mark J. Sandlin, Esq.
                         Goldberg Simpson, P.S.C.
                         E-mail: msandlin@goldbergsimpson.com

In re Mobjack Bay Transportation Co. LLC
   Bankr. D. Md. Case No. 13-10724
     Chapter 11 Petition filed January 15, 2013
         See http://bankrupt.com/misc/mdb13-10724.pdf
         represented by: Geri Lyons Chase, Esq.
                         Law Office of Geri Lyons Chase
                         E-mail: gerichase@verizon.net

In re Jean Manz
   Bankr. E.D. Mich. Case No. 13-40712
      Chapter 11 Petition filed January 15, 2013

In re Lion Liquidation, LLC
        fka Pride Energy Solutions, LLC
   Bankr. D. Minn. Case No. 13-40196
     Chapter 11 Petition filed January 15, 2013
         See http://bankrupt.com/misc/mnb13-40196.pdf
         represented by: Eric J. Strobel, Esq.
                         Hinshaw Culbertson LLP
                         E-mail: estrobel@comcast.net

In re Reynoso Aquino
   Bankr. D. Nev. Case No. 13-10325
      Chapter 11 Petition filed January 15, 2013

In re Roman Sledziejowski
   Bankr. S.D.N.Y. Case No. 13-22050
      Chapter 11 Petition filed January 15, 2013

In re Barnyard Foods, LLC
        ta Sooey's BBQ
   Bankr. E.D.N.C. Case No. 13-00297
     Chapter 11 Petition filed January 15, 2013
         See http://bankrupt.com/misc/nceb13-00297.pdf
         represented by: John G. Rhyne, Esq.
                         E-mail: johnrhyne@johnrhynelaw.com

In re Beaman Hines
   Bankr. E.D.N.C. Case No. 13-00298
      Chapter 11 Petition filed January 15, 2013

In re Monroeville Hospice Center, Inc.
        dba Cedars Community Hospice
          dba Cedars Hospice Center
   Bankr. W.D. Pa. Case No. 13-20192
     Chapter 11 Petition filed January 15, 2013
         See http://bankrupt.com/misc/pawb13-20192p.pdf
         See http://bankrupt.com/misc/pawb13-20192c.pdf
         represented by: Owen W. Katz, Esq.
                         E-mail: okatz@katzlawoffice.com

In re Ballinger Investments, LLC
   Bankr. E.D. Va. Case No. 13-10214
     Chapter 11 Petition filed January 15, 2013
         See http://bankrupt.com/misc/vaeb13-10214.pdf
         represented by: Ann E. Schmitt, Esq.
                         Culbert & Schmitt, PLLC
                         E-mail: aschmitt@culbert-schmitt.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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