TCR_Public/130118.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 18, 2013, Vol. 17, No. 17

                            Headlines

ACTIVECARE INC: Incurs $12.4 Million Net Loss in Fiscal 2012
AIDA'S PARADISE: Bank Fails to Dismiss Equitable Subordination Bid
AMERICAN AIRLINES: Unveils Brand New Paint Job
AMERICAN AIRLINES: Pilots See $522M Silver Lining in US Air Merger
AMERICAN AIRLINES: AMR, USAir Pilot Unions OK Deal Ahead of Merger

AMERICAN AIRLINES: Passenger Service Agents Reject CWA Union
AMERICAN INT'L GROUP: Seeks Approval to File More Bank Suits
AMF BOWLING: Files Schedules of Assets and Liabilities
AMPAL-AMERICAN: Creditors Committee Files Own Plan
AUTO CARE: Unsecureds to Be Paid in Full Under Plan

AUTO CARE: Bank of Marin Responds to Motion for Ch.7 Conversion
BEALL CORP: Wabash Non-Compete Agreements Threaten Sale
BERNARD L. MADOFF: Removing Suit Has Little Significance
BLOCKBUSTER INC: Dish May Shutter UK Unit After No Buyer Found
BOOMERANG SYSTEMS: Incurs $17.4 Million Net Loss in 2012

BROCADE COMMUNICATIONS: Moody's Rates $300MM Unsecured Notes 'B1'
BROCADE COMMUNICATIONS: S&P Assigns 'BB+' Rating to $300MM Notes
CANYONS AT DEBUQUE: Wins Extension of Right to Use Cash Collateral
CANYONS AT DEBUQUE: First-Citizens Objects to Disclosure Statement
CAREY LIMOUSINE: Drivers Want to Steer It Through Bankruptcy

CARY CREEK: Intends to Keep Affiliate AAC as Property Manager
CARY CREEK: Proposes $300,000 DIP Financing From AAC
CELOTEX CORP: NJ High Court Tackles Post-Ch. 11 Coverage Row
CHEROKEE SIMEON: Facing Challenge on Bid to Use Cash Collateral
CLINICA REAL: Dr. Stone's Plan Exclusivity Extended to June 23

CLINICA REAL: State Farm Balks at Exclusivity Until Nov. 1
COMPUTER GRAPHICS: Clement C. W. Chan Raises Going Concern Doubt
CRYSTAL COVE: Manager Replacement No Impact on Fitch Ratings
DDR CORP: Closes Refinancing of Revolving Credit Facilities
DIAL GLOBAL: Suspending Filing of Reports with SEC

DRAGON SYSTEMS: Deliberations on Case vs. Goldman This Week
DYNASIL CORP: Had $4MM Loss in 2012, Warns of Possible Bankruptcy
EASTMAN KODAK: Bankruptcy Costs Nearing $125 Million
EASTMAN KODAK: Pushes Court to Ax Kyocera Infringement Claims
EGPI FIRECREEK: Director Quits; Co-Treasurer Passes Away

EINSTEIN NOAH: S&P Raises Corporate Credit Rating to 'B+'
ELCOM HOTEL: Works Out Deal with Unit Owners
ENERGYSOLUTIONS INC: Rejects Equity Election Option Suggestion
FAIRFAX FIN'L: Moody's Assigns '(P)Ba2' Seniority Shelf Ratings
FLAGSHIP FRANCHISES: Patient Care Ombudsman Not Needed

FREESEAS INC: Supreme Court OKs Settlement with Hanover
FREESEAS INC: Hanover Holdings Discloses 8.4% Equity Stake
GENCORP INC: Moody's Confirms 'B1' CFR; Rates $460MM Notes 'Ba3'
GENWORTH FINANCIAL: Moody's Downgrades IFS Rating to 'Ba2'
GEOKINETICS HOLDINGS: Moody's Cuts PDR to 'D-PD' on Ch. 11 Filing

GHC NY: Chapter 11 Case Dismissed Due to "Bad Faith" Filing
GIBRALTAR INDUSTRIES: Moody's Affirms 'B1' CFR; Rates Notes 'B2'
GIBRALTAR INDUSTRIES: S&P Affirms 'BB-' Corporate Credit Rating
GREYSTONE LOGISTICS: Delays Form 10-Q for Nov. 30 Quarter
HAMPTON CAPITAL: Final DIP Financing Hearing on Feb. 14

HAWKER BEECHCRAFT: Lines Up $600M for Bankruptcy-Exit Financing
HEALOGICS INC: S&P Affirms 'B' CCR; Outlook Stable
HICKOK INCORPORATED: Incurs $784,000 Net Loss in Fiscal 2012
HORSHAM 410: Chapter 11 Case Dismissed After Failing to File Docs
IMH FINANCIAL: Amends Bylaws to Protect NOL Carryforwards

INTERFAITH MEDICAL: Committee Hiring A&B as Bankruptcy Counsel
JAS & ASSOCIATES: Plan Outline Fails to Pass Muster
LAGUNA BRISAS: Wins Right to Use Cash Collateral Through Feb. 28
LAKERIDGE CENTER: Second Amended Reorganization Plan Confirmed
LAUSELL INC: Can Access Bank's Cash Collateral Until March 31

LCI HOLDING: Can Employ Young Conaway as Conflicts Counsel
LCI HOLDING: Has Until Feb. 9 to File Schedules and Statements
MEADE INSTRUMENTS: Incurs $1.3MM Net Loss in Fiscal 2013 3rd Qtr.
MEDIANNUAIRE HOLDING: 90% of Lenders Back Restructuring Proposal
METRO FUEL: Kirkland & Ellis Approved as Lead Bankruptcy Counsel

METRO FUEL: Taps AP Services as Crisis Managers and Provide CRO
METRO FUEL: Hires Carl Marks as Financial Advisor
MF GLOBAL: Stipulation on Securities Class Litigation Docketed
MIRAMAR REAL ESTATE: Confirms Plan, Transfers Assets to Putman
MOBIVITY HOLDINGS: Robert Prag Discloses 8.4% Equity Stake

MOMENTIVE SPECIALTY: Obtains Amendments to Credit Facilities
MOMENTIVE SPECIALTY: Moody's Affirms 'B3' CFR; Outlook Stable
MOMENTIVE SPECIALTY: S&P Affirms B- CCR & Sr. Secured Debt Rating
MONEY TREE: Payout Plan Targets Company Executives
MONITOR COMPANY: Wants to Use $6.7-Mil. for Transition

MONITOR COMPANY: Michael Ash Joins Creditors Committee
MONITOR COMPANY: Can Employ McGladrey LLP as Tax Advisor
MONITOR COMPANY: Committee Retains MFC as Financial Advisors
MORGANS HOTEL: JPMorgan Hikes Equity Stake to 9.3%
MSR RESORT: Gets OK to Obtain Additional $7-Mil. in Loans

NATIONAL RETAIL: Fitch Ups $288MM Preferred Stock Rating from BB+
NATURAL PORK: Conway MacKenzie OK'd to Market Operating Assets
NATURAL PORK: Court OKs Appointment of Chapter 11 Trustee
NEXT 1 INTERACTIVE: Delays Form 10-Q for Nov. 30 Quarter
NEOGENIX ONCOLOGY: Has Until Jan. 22 to Propose Chapter 11 Plan

NET TALK.COM: Obtains Add'l $400,000 from 1080 NW 163rd Drive
NORTEL NETWORKS: Former Executives Acquitted in Fraud Case
NPS PHARMACEUTICALS: Amends Third Quarter Form 10-Q
OCALA FUNDING: Has Until March 7 to Propose Chapter 11 Plan
OCWEN FINANCIAL: Moody's Affirms 'B1' CFR; Outlook Stable

OLYMPIC HOLDINGS: Plan Offers Payment to Unsecureds in 2 Years
ONE SILVER: Case Summary & 20 Largest Unsecured Creditors
OPEN SOLUTIONS: Moody's Reviews 'Caa2' CFR for Possible Upgrade
OVERSEAS SHIPHOLDING: Wants to Obtain $10-Mil. DIP Loan From OIN
OVERSEAS SHIPHOLDING: CEXIM Borrowers to Obtain $15-Mil. DIP Loan

OVERSEAS SHIPHOLDING: Wants Actions vs. Execs Halted During Ch. 11
PELICAN COVE: Case Summary & 11 Largest Unsecured Creditors
PENNFIELD CORP: Creditors Balk at Cargill's Bid to Buy Mills
PENSON WORLDWIDE: Wins OK for KCC as Claims and Notice Agent
PENSON WORLDWIDE: Files Chapter 11 Liquidation Plan

PHIL'S CAKE: Cash Collateral Hearing Continued to Jan. 24
PHIL'S CAKE: Okayed to Transfer Tampa Property to FDIC
PHOENIX COS: S&P Affirms 'B-' Longterm Counterparty Credit Rating
PICCADILLY RESTAURANTS: Wants 90-Day Extension in Exclusivity
PINNACLE AIRLINES: Plan Next After Delta Deal Wins Court Okay

PIPKIN'S MOTORS: Case Summary & 10 Largest Unsecured Creditors
PMI GROUP: Jan. 23 Hearing on Sixth Exclusivity Extension
RADIOSHACK CORP: Dissolves Target Mobile Partnership with Target
RADIOSHACK CORP: Ended Target Deal No Impact on Moody's 'B3' CFR
REAL ESTATE ASSOCIATES: Eric Mathis Quits as CFO

RED MOUNTAIN: Incurs $3.2-Mil. Net Loss in Fiscal 2013 2nd Quarter
RESIDENTIAL CAPITAL: Examiner Has Wolf as Conflicts Counsel
RESIDENTIAL CAPITAL: CHFA Wants to Recover Servicing Portfolio
RESIDENTIAL CAPITAL: MassMutual Seeks Limited Discovery
REVEL AC: S&P Lowers Rating on First-Lien Term Loan to 'CC'

RG STEEL: Sues to Wind Up Coke Fuel Joint Venture
RITZ CAMERA: Heads to Ch. 7 After Failing to Sell Assets
RITZ CAMERA: Converting to Chapter 7 to Continue Lawsuits
RTW PROPERTIES: Selling Tank Farm to Pay Arvest Bank's Claim
S&W AIRCRAFT: Case Summary & 13 Largest Unsecured Creditors

SANUWAVE HEALTH: David Nemelka Lowers Equity Stake to 19.9%
SATCON TECHNOLOGY: Fraser Milner Approved as Canadian Counsel
SATCON TECHNOLOGY: Greenberg Traurig OK'd as Bankruptcy Counsel
SATCON TECHNOLOGY: OK'd to Pay $6.4MM Critical Vendors Claims
SECUREALERT INC: Incurs $19.9 Million Net Loss in Fiscal 2012

SEARS HOLDINGS: Edward Lampert Buys 332,048 Add'l Common Shares
SHERIDAN GROUP: Has Access to $10MM BOA Facility After Oct. 15
SOUTHERN MONTANA: Valuation Consultant Now Known as Harper Hofer
SUGARLEAF TIMBER: Andrew Brumby Appointed as Mediator
SUNY DOWNSTATE MEDICAL: Facing Liquidity Crunch

SYNTAX-BRILLIAN: Del. Court Won't Reinstate Suit Against Bank
TELETOUCH COMMUNICATIONS: Delays Form 10-Q for Nov. 30 Quarter
TESORO CORP: Moody's Assigns 'Ba1' Rating to $500-Mil. Term Loan
TESORO CORP: S&P Assigns 'BB+' Corporate Credit Rating
THQ INC: Gibson, Young Conaway Hiring Approvals Sought

TPC GROUP: $100MM Add-On Notes No Impact on Moody's 'B2' CFR
TPC GROUP: S&P Keeps 'B' Rating over New $100MM Add-On Notes
TRIBUNE COMPANY: Elects Bruce Karsh as Board Chairman
TRIBUNE CO: To Drop Clawback Lawsuits Against Many Top Executives
TWG CAPITAL: Wins Extension to File Creditor-Payment Plan

UNIFRAX I: Moody's Affirms B2 CFR; Rates Sr. Unsec. Notes Caa1
UNIFRAX HOLDING: S&P Affirms 'B' Corporate Credit Rating
UNIVERSITY GENERAL: To Present at Equity Conference on Jan. 22
URANIUM ONE: S&P Revises Outlook to Developing; Affirms 'BB-' CCR
UTSTARCOM HOLDINGS: Himanshu Shah Hikes Equity Stake to 17.7%

VERTICAL COMPUTER: Secures $1.7 Million Loan from Lakeshore
VERTIS HOLDINGS: Quad/Graphics Completes Acquisition of Assets
VERTIS HOLDINGS: Cousins Chipman Is Committee's Del. Counsel
VERTIS HOLDINGS: Perella Weinberg Is Financial Advisor
VERTIS HOLDINGS: Richards Layton Is Debtors' Co-Counsel

VIGGLE INC: Terminates Merger Agreement with GetGlue
WEST PENN ALLEGHENY: Pursues Out-of-Court Restructuring
WESTERN POZZOLAN: Trustee Taps Kim Firm as General Purpose Counsel
WESTSIDE MEDICAL: Court Confirms Liquidating Plan
WILLIAMS MANAGEMENT: Case Summary & 14 Largest Unsecured Creditors

YMCA RIVERSIDE: Shutters Doors; To Liquidate in Chapter 7
ZUERCHER TRUST: Files Schedules of Assets and Liabilities
ZUERCHER TRUST: List of 20 Largest Unsecured Creditors

* Two Circuits Retain Absolute Priority Rule for Individuals
* Foreclosure Activity Increased in 25 States in 2012
* National Credit Default Rates Up in Fourth Quarter 2012
* Fitch Says No Economic Boost to Come from Global Corporate Capex
* Moody's Says 2013 Outlook for US Higher Education Sector Neg.

* Bank of America Takes a Mortgage Mulligan
* Morgan Stanley to Defer Bonuses to Top Bankers, Traders

* FASB Calls for More Disclosure on Repurchase Deals
* House Approves Sandy Aid Package

* Gonzalez Saggio Adds Three Attorneys in Atlanta Office
* Law360 Names Weil Gotshal Bankruptcy Group of the Year
* Wiley Rein Picks Bankruptcy Vet from Dickstein Shapiro

* BOOK REVIEW: Corporate Venturing -- Creating New Businesses

                            *********

ACTIVECARE INC: Incurs $12.4 Million Net Loss in Fiscal 2012
------------------------------------------------------------
ActiveCare, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$12.36 million on $1.52 million of total revenues for the year
ended Sept. 30, 2012, compared with a net loss of $7.89 million on
$771,391 of total revenues during the prior year.

ActiveCare's balance sheet at Sept. 30, 2012, showed $5.87 million
in total assets, $13.59 million in total liabilities, and a
$7.71 million total stockholders' deficit.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012, citing recurring
operating losses and an accumulated deficit which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/bkSCnv

On Nov. 16, 2012, pursuant to the LOI dated Sept. 14, 2012,
ActiveCare entered into an Asset Purchase Agreement finalizing the
terms of its purchase of substantially all of the net assets of
Green Wire, LLC, and its related entities, Rapid Medical Response,
LLC, Orbit Medical Response, LLC, and Green Wire Outsourcing, Inc.

The Company filed a Current Report on Form 8-K on Nov. 19, 2012,
to report the purchase.  The Company amends the Form 8-K to
furnish the financial statements of the acquired entities and pro
forma financial information related to the transaction.

A copy of the financial statements is available at:

                        http://is.gd/yYiqHq

                          About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.


AIDA'S PARADISE: Bank Fails to Dismiss Equitable Subordination Bid
------------------------------------------------------------------
Bankruptcy Judge Karen S. Jennemann denied the request of lender
TD Bank to strike or dismiss a request by Aida's Paradise LLC to
equitably subordinate the bank's unsecured claim.

Aida's Paradise is a multi-member, Florida Limited Liability
Company that owns valuable real property located on International
Drive in Orlando's tourist corridor.  Until recently, the Debtor
leased a large portion of its holdings to a restaurant operated as
the Salt Island Chophouse and Fish Market.  Salt Island once
contributed roughly 70% of the Debtor's rental revenue.

The Debtor commenced an adversary complaint against TD Bank and
has sought to equitably subordinate the Bank's unsecured
deficiency claim, arguing TD Bank unjustifiably thwarted the
Debtor's attempt to evict Salt Island and improperly refused to
allow the Debtor to timely release the restaurant space.

TD Bank argues it was merely acting as a prudent lender pursuing
collection of its sizeable claim and has filed a motion to strike
or dismiss the Debtor's motion attempting to equitably subordinate
its claim.

The Debtor's principals allegedly took out a $5,000,000 loan in
2003 from Colonial Bank, predecessor in interest to TD Bank, to
purchase property on I-Drive.  As security for the loan, the
Debtor and its principals executed a mortgage and security
agreement encumbering the real property, an assignment of leases,
rents, and contract rights, and an unconditional guaranty in favor
of Colonial Bank.  TD Bank acquired the note and other loan
documents in October 2006, at which time the Debtor executed and
delivered a renewed promissory note for $9 million secured by an
updated mortgage encumbering the real property.

Salt Island began leasing space for its sizeable, up-scale
restaurant from the Debtor in 2004.  Salt Island renewed the lease
for a further five-year term in 2009.  The Debtor subordinated its
leasehold interest in the Salt Island lease to TD Bank's first
mortgage.

In February 2009, the Debtor apparently fell behind on its loan
payment to TD Bank, but allegedly quickly cured the monetary
default in March.  Arguing the cure was incomplete, TD Bank
revoked its assignment of rents and directed all tenants,
including Salt Island, to begin paying rent to TD Bank directly.
TD Bank refused to allow the Debtor to directly collect the rents
until the Debtor executed a forbearance agreement, which included
additional warranties and representations and payment of TD Bank's
legal fees.  The Debtor argues its real problems with TD Bank
started when TD Bank refused to sign the forbearance agreement.

To add to the Debtor's financial problems, beginning in April
2009, Salt Island started making only partial rent payments
directly to TD Bank, which forced the Debtor to pay additional
funds of its own to meet its monthly loan obligations.  From July
2009 to July 2010, the Debtor allegedly tried repeatedly to evict
Salt Island but, because of TD Bank's continual acceptance of
partial rent payments, the Debtor claims it was unable to complete
the eviction process.

TD Bank next offered to allow the Debtor to resume the direct
collection of rent from Salt Island if the Debtor first would
escrow $1.2 million.  The Debtor again refused, stating no
provision in any loan document authorized TD Bank to demand such
an escrow.  On July 21, 2010, TD Bank initiated foreclosure
proceedings against the Debtor in Orange County, Florida.  By that
time, the Debtor had entered into discussions with a new potential
tenant -- Rothman's Orlando, LLC, a New York City steakhouse
looking to enter the Orlando market.  While the foreclosure was
pending, the Debtor entered into a 15-year lease agreement with
Rothman's for the Salt Island restaurant space, contingent upon TD
Bank executing a non-disturbance agreement agreeing not to evict
Rothman's upon a foreclosure of the Debtor's interest in the
Property.

TD Bank allegedly declined to sign the non-disturbance agreement,
instead adding Rothman's as a defendant to its foreclosure
complaint.  The Debtor answered the foreclosure complaint with
affirmative defenses of (1) estoppel; (2) unclean hands; (3)
setoff; (4) failure to mitigate; and (5) impossibility of
performance because TD Bank had prevented the Debtor from evicting
Salt Island.

On July 29, 2010, after 15 months of making only partial rent
payments and failing to secure a new tenant, Salt Island closed
its doors and ceased operations.  On Aug. 12, 2010, the Debtor
regained possession of the former Salt Island space to find the
property "significantly damaged" and "in overall poor repair."

The Debtor claims Salt Island tore the furniture, fixtures, and
equipment from the restaurant space after TD Bank sent a letter
requesting their removal.  The Debtor filed four counterclaims
against TD Bank in the state court foreclosure action alleging TD
Bank: (1) interfered with contractual relations; (2) interfered
with an advantageous business relationship; (3) breached the
implied covenant of good faith and fair dealing; and (4) breached
its fiduciary duty as a lender.  The parties filed cross motions
for summary judgment, but, before the state court ruled on any of
the issues, the Debtor filed for Chapter 11 bankruptcy protection.

The Debtor's Schedule D lists a secured debt owed to TD Bank in
the amount of $9 million.  Both parties agree the real property
securing the debt is worth vastly less than $9 million and that TD
Bank has a very large unsecured, deficiency claim.

In its bankruptcy case, the Debtor filed a motion to equitably
subordinate TD Bank's unsecured claim under Bankruptcy Code Sec.
501(c), arguing the bank unduly dominated and controlled the
Debtor's business decisions by constructively preventing the
Debtor from evicting Salt Island, by unreasonably collecting
partial rent, by requiring an unjusitified $1.2 million escrow, by
unreasonably rejecting a proposed replacement tenant for the
restaurant, and by instructing Salt Island to remove FF&E which
caused significant damage to the restaurant.  These claims are
nearly identical to the Debtor's causes of action before the state
court, now removed to the Bankruptcy Court.

The Court consolidated the adversary proceeding with the Debtor's
motion to equitably subordinate in the main case because the
issues giving rise to the two matters involve the same facts and
circumstances.  Both address Salt Island's failure to pay rent and
the events leading up to Salt Island's ultimate eviction.

In denying the Bank's request, Judge Jennemann said the aggregate
degree of TD Bank's control over the Debtor in declining to
execute a non-disturbance agreement with a viable new tenant, in
requiring additional warranties, representations, and a
substantial escrow of $1.2 million, and in continuing to redirect
rents and forestall Salt Island's eviction, is a question of fact
not appropriate for resolution at the motion to dismiss stage.  At
a minimum, the Debtor's allegations provide sufficient information
to suggest TD Bank may have become a fiduciary, and the Debtor has
stated a plausible claim for relief.

A copy of the Court's Jan. 14, 2013 Memorandum Opinion is
available at http://is.gd/9vmOGFfrom Leagle.com.

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel.  Terry J.
Soifer and Consulting CFO, Inc., serves as its financial advisor.
The petition was signed by Dr. Adil R. Elias, manager.

In its schedules, the Debtor disclosed $15.0 million in total
assets and $9.32 million in total liabilities.

The Debtor has filed a plan that allows the holder of a class of
secured claim, TD Bank, to retain its lien on the I-Drive
Properties, and its allowed secured claim to be paid back over
time.  The class of allowed general unsecured claims will be paid
a pro rata portion of the so-called "cash flow note."  The class
of interests will retain their interest in the Debtor in exchange
for "new value" and, as such, are unimpaired.


AMERICAN AIRLINES: Unveils Brand New Paint Job
----------------------------------------------
Susan Carey, writing for The Wall Street Journal, reports that
American Airlines parent AMR Corp. unveiled a new brand and paint
job on Thursday, a sign that the company is preparing to soar
again after nearly completing its bankruptcy-court reorganization.
The report says Tom Horton, AMR's chief executive officer, said in
an interview that the new look has been in the works for two
years, since around the time the company placed a massive order
for 550 new planes.  Because the new aircraft are made partly of
lightweight composite materials that need to be painted, he said,
"we knew we had to cross the paint bridge" and give up American's
45-year-old polished aluminum look.

AMR and its creditors currently are weighing whether to merge with
US Airways Group Inc. as a way for American to emerge from
bankruptcy protection later this year, or whether to step out as
an independent company.  In a statement Thursday, US Airways said
it applauded American on its new brand elements and livery, the
report says.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Pilots See $522M Silver Lining in US Air Merger
------------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that labor Labor
contracts for American Airlines Inc. pilots could be increased by
$522 million over six years if the airline consummates a potential
merger with U.S. Airways Group Inc. that could be AA's ticket out
of bankruptcy, the airlines' pilot unions said Tuesday.

The Allied Pilots Association, which represents the AA pilots, and
US Airline Pilots Association, released a joint statement
outlining a memorandum of understanding recently approved by both
groups' leadership, the report said.

The joint statement reads:

"Fellow pilots,

The Allied Pilots Association (APA) and US Airline Pilots
Association (USAPA) share the goal of achieving the best possible
contract for our memberships, and the increasing possibility of an
American Airlines-US Airways merger has brought us together to
work for that common cause. While this is the first joint
communication you are receiving, your respective negotiating
committees have been working well together since shortly after the
announcement of the possible merger last April. Additionally, APA
and USAPA have enjoyed a good working relationship for years
though our mutual involvement with the Coalition of Airline Pilots
Associations (CAPA), advancing common interests that affect our
profession.

One of the results of these cooperative efforts has been the
memorandum of understanding (MOU) that was approved by the APA
Board of Directors on Dec. 29, 2012 and approved on Jan. 4, 2013
by the USAPA Board of Pilot Representatives for a membership vote.
This MOU was the product of extensive discussions during the last
month with our unions and representatives from US Airways,
American Airlines and the AMR Unsecured Creditors' Committee. Due
to restrictions imposed by a confidentiality agreement, we have
been unable to share any details of this MOU with you until now.

In addition to this joint update, you will be receiving
information today from your respective negotiating committees
outlining what the MOU means to you. If the merger is eventually
approved, this MOU along with the APA-American Airlines 2012
Collective Bargaining Agreement will serve as the foundation for
the joint collective bargaining agreement (JCBA) for the combined
pilot force. Your negotiating committees will continue working
together as we develop this contract, jointly pursuing the best
possible outcome for our memberships and striving to expeditiously
join other pilot groups that are already enjoying substantially
improved contracts.

We recognize the prospect for substantial improvements this
potential merger holds for both pilot groups.  We will continue
our partnership in this effort and will update you as conditions
warrant. Should this merger take place, we are looking forward to
utilizing the best assets from both unions to work toward a JCBA
that we can all be proud of?a JCBA that propels the ?New American
Airlines' to the top of the industry."

Keith Wilson                                 Gary Hummel
President, APA                            President, USAPA

                         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: AMR, USAir Pilot Unions OK Deal Ahead of Merger
------------------------------------------------------------------
Pilots for American Airlines Inc. and US Airways Group Inc. have
agreed to a memorandum of understanding addressing working
conditions related to a potential merger, according to a January
16 report by Tulsa World.

The MOU provides both companies the means to evaluate the impact
of pilot labor costs as well as operational and union seniority
integration issues in a merger.

The document also establishes wages and working conditions agreed
to by American Airlines and the Allied Pilots Association in the
latter's 2012 labor agreement as the baseline contract for all
pilots if the two carriers should merge, according to the report.

Bruce Hicks, American Airlines spokesman, said the MOU is based
on the airline's labor agreement ratified by the APA union and
signed by the parties last month.

"The MOU was negotiated to give the parties greater clarity on
both the costs and the pilot integration processes associated
with a potential merger, as American reviews its strategic
alternatives," Tulsa World quoted Mr. Hicks as saying.

"It defines the terms and conditions of employment for American
and US Airways pilots in the event of a merger and the process to
reach a joint collective bargaining agreement," Mr. Hicks said.

Maria Chutchian of BankruptcyLaw360 reported that labor contracts
for American Airlines pilots could be increased by $522 million
over six years if the airline consummates a potential merger with
US Airways.

The MOU document was negotiated over the past month by the APA
union and US Airways' US Airlines Pilots Association,
representatives of senior management of the companies and the
committee representing unsecured creditors.

The unions released a joint statement outlining the memorandum of
understanding.  The joint statement reads:


"Fellow pilots,

The Allied Pilots Association (APA) and US Airline Pilots
Association (USAPA) share the goal of achieving the best possible
contract for our memberships, and the increasing possibility of
an American Airlines-US Airways merger has brought us together to
work for that common cause.  While this is the first joint
communication you are receiving, your respective negotiating
committees have been working well together since shortly after
the announcement of the possible merger last April.

Additionally, APA and USAPA have enjoyed a good working
relationship for years though our mutual involvement with the
Coalition of Airline Pilots Associations (CAPA), advancing common
interests that affect our profession.

One of the results of these cooperative efforts has been the
memorandum of understanding (MOU) that was approved by the APA
Board of Directors on Dec. 29, 2012 and approved on Jan. 4, 2013
by the USAPA Board of Pilot Representatives for a membership
vote.  This MOU was the product of extensive discussions during
the last month with our unions and representatives from US
Airways, American Airlines and the AMR Unsecured Creditors'
Committee.  Due to restrictions imposed by a confidentiality
agreement, we have been unable to share any details of this MOU
with you until now.

In addition to this joint update, you will be receiving
information today from your respective negotiating committees
outlining what the MOU means to you.  If the merger is eventually
approved, this MOU along with the APA-American Airlines 2012
Collective Bargaining Agreement will serve as the foundation for
the joint collective bargaining agreement (JCBA) for the combined
pilot force.  Your negotiating committees will continue working
together as we develop this contract, jointly pursuing the best
possible outcome for our memberships and striving to
expeditiously join other pilot groups that are already enjoying
substantially improved contracts.

We recognize the prospect for substantial improvements this
potential merger holds for both pilot groups.  We will continue
our partnership in this effort and will update you as conditions
warrant.  Should this merger take place, we are looking forward
to utilizing the best assets from both unions to work toward a
JCBA that we can all be proud of -- a JCBA that propels the 'New
American Airlines' to the top of the industry."

                         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: Passenger Service Agents Reject CWA Union
------------------------------------------------------------
American Airlines Inc.'s passenger service agents voted for no
union after an election that concluded on Tuesday, according to a
January 15 report by Reuters.

Of the 5,954 workers who cast a vote, 3,052 voted against
unionizing while 2,891 voted in favor of the Communications
Workers of America.  There were 7,792 people eligible to vote,
Reuters reported, citing data from the National Mediation Board,
which conducted the election from December 4, 2012 to January 15,
2013.

The worker group, which includes airport agents and reservations
representatives, is the only group at American Airlines not
unionized.

In a January 15 statement, the CWA union said it will keep
working to give agents a voice.

"Agents at American Airlines will continue to stand strong and
work for a voice at their airline and CWA will be with them," the
union said.

CWA also said a merger would give American Airlines agents
another chance at representation since their counterparts at US
Airways Group Inc. are represented by a union.

The result of the election means American Airlines will have one
fewer union to deal with as it completes Chapter 11 restructuring
either independently or through a merger with US Airways,
Bloomberg News reported.

American Airlines disagreed with the CWA union over the amount of
support it needed among workers to hold a representation vote.
In December 2011, the union petitioned the mediation board to
hold an election after collecting signatures of support from at
least 35% of those eligible to vote, which is the minimum
required by the agency.

In February 2012, Congress raised the threshold to 50%.  When the
mediation board said the vote could proceed under the previous
standard, American Airlines appealed to a federal district court
which agreed to block balloting, Bloomberg News reported.

The CWA union won an appeal before the 5th U.S. Circuit Court of
Appeals and the airline filed papers with the Supreme Court on
November 21, 2012, asking that the election be delayed until the
case could be heard.  Justice Antonin Scalia denied the stay on
November 27, 2012, according to the report.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN INT'L GROUP: Seeks Approval to File More Bank Suits
------------------------------------------------------------
Mary Williams Walsh, writing for The New York Times, reported that
American International Group wants to be able to sue other banks,
aside from Bank of America, that sold it mortgage-backed
securities that plunged in value during the financial crisis.  AIG
has not said which banks, but possibilities include Deutsche Bank,
Goldman Sachs and JPMorgan Chase, the report said.

The report noted that since the summer of 2011, AIG has been
battling Bank of America over claims that the bank packaged and
sold it defective mortgages that dealt A.I.G. billions of dollars
in losses.

But to sue, A.I.G. first must win a court fight with an entity
controlled by the Federal Reserve Bank of New York, which the
insurer says is blocking its efforts to pursue the banks that
caused it financial harm, the report said.

The dispute illustrates the web of financial instruments that
A.I.G. and the federal government became tangled in as the insurer
nearly collapsed in 2008 and required a vast taxpayer bailout, the
NY Times report pointed out.  It also shows the complexity of
apportioning blame, five years after the financial crisis, and
making wrongdoers pay for their share of the harm.

According to a lawsuit filed Friday, A.I.G. is seeking a
declaration from a New York state judge that it has the right to
pursue "billions of dollars of fraud and other tort claims that
exist against numerous financial institutions," even though Fed
officials have said A.I.G. gave up that right, the report cited.

"If I were the general counsel of A.I.G., I would seek this kind
of declaratory judgment," Henry T. C. Hu, a former regulator who
is now a professor at the University of Texas School of Law, told
the NY Times. "I don't know whether I'd win, but it's certainly
worth trying."

The NY Times report said that much of A.I.G.'s rescue was needed
because it didn't have money in 2008 to cover guarantees that it
sold banks in case the complex securities in their portfolios
defaulted. But the latest dispute centers on a less familiar part
of the bailout -- the part in which reserves were removed from
A.I.G.'s life insurance units and replaced with what turned out to
be troubled mortgage securities.

The securitized housing loans lost value so fast when the bubble
burst that some of A.I.G.'s life insurers risked being shut down
by state insurance regulators.  The Fed stepped in instead, and
A.I.G.'s current lawsuit centers on the relationship that formed
between the insurer and its rescuer as a result.

The Fed paid about $44 billion to extricate A.I.G.'s life
insurance units from soured trades, and set up a special entity,
Maiden Lane II, to buy the plunging mortgage securities for $20.8
billion. Those securities had an original face value of $39.3
billion.

Maiden Lane II is the sole defendant in A.I.G.'s lawsuit,
according to the report.  The complaint says that at the moment
Maiden Lane II bought the securities, it locked the insurance
units into an $18 billion loss -- the difference between the
securities' face value and their price in late 2008, arguably the
bottom of the market. A.I.G. attributes a large chunk of its
losses to the mortgage securities that it bought from Bank of
America.  It sued the bank for $10 billion in August 2011.

But one of Bank of America's defenses is that A.I.G. lacks
standing, having given its litigation rights to Maiden Lane II,
the report noted.

Last month, for instance, two senior Fed officials submitted
declarations saying they believed that as part of the sale of
assets to Maiden Lane II, A.I.G. had agreed not to go after any of
the banks.

That prompted A.I.G. to file its suit, arguing that when it sold
the tainted assets to Maiden Lane II, it did yield some litigation
rights, but not the ones giving it the right to bring fraud
complaints against the banks that put the securities together.

A.I.G. said those banks had misled its life insurance and money
management businesses regarding the quality of the securities, and
"obtained artificially high credit ratings" so the securities
would pass the life insurers' investment rules.

A.I.G.'s lawsuit is separate from one that until late last week it
considered joining, which argued that the New York Fed acted
unconstitutionally during the bailout, harming the insurer's
shareholders.

That lawsuit was filed in 2011 by Maurice R. Greenberg, a former
chief executive of A.I.G. and a major shareholder. Mr. Greenberg
had hoped the company would join the lawsuit, but the possibility
that A.I.G. would sue its rescuer drew sharp criticism and
A.I.G.'s board decided against it.

The new suit isn't seeking financial compensation from the Fed.

                            About AIG

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

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


AMF BOWLING: Files Schedules of Assets and Liabilities
------------------------------------------------------
AMF Bowling Worldwide, Inc., filed its schedules of assets and
liabilities with the U.S. Bankruptcy Court for the Eastern
District of Virginia, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------     ------------
  A. Real Property                  $508,115
  B. Personal Property           $29,585,582
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $316,854,533
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $1,800
  F. Creditors Holding
     Unsecured Non-priority                        $8,610,156
     Claims
                                 -----------     ------------
        TOTAL                    $30,093,697     $325,466,489

A copy of the schedules is available at:

             http://bankrupt.com/misc/amf.doc322.pdf

                   About AMF Bowling Worldwide

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

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

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

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

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

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

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

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

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


AMPAL-AMERICAN: Creditors Committee Files Own Plan
--------------------------------------------------
BankruptcyData reported that Ampal-American Israel's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an Amended Plan of Reorganization and related Disclosure
Statement.

According to the Disclosure Statement, "The Plan is a reorganizing
plan for the Debtor.  Pursuant to the Plan, distributions to
holders of Allowed General Unsecured Claims against the Debtor's
Estate in satisfaction of each such holder's Claim will be the Pro
Rata share (after payment in Cash out of funds held in the Series
B Deposit Account and the Series C Deposit Account) of either (i)
100% of the Preferred Stock of the Reorganized Debtor or (ii) the
Cash Payment if the Equity Buyout Option is exercised pursuant to
Section 4.7 of the Plan. The funds held in the Series B Deposit
Account and the Series C Deposit Account, respectively, shall be
distributed Pro Rata to the holders of the Series B and Series C
Debentures, respectively. The Plan does not provide for any
distribution to Intercompany Claims, however, the Reorganized
Debtor will have the right to adjust, reinstate, cancel,
extinguish, or pay such claims. Holders of Equity Interests will
retain their shares of Class A Stock, now in the Reorganized
Debtor; moreover, such holders will have the right to exercise the
Equity Buyout Option by making a cash investment in the Debtor in
the amount equal to seventy-five (75%) of the sum of (i) the Net
Allowed General Unsecured Claims Amount and (ii) the total amount
of all scheduled and filed Claims against the Debtor that have not
been Allowed (excluding Claims that have been disallowed by a
Final Order), in which case the holders of General Unsecured
Claims, instead of receiving Preferred Stock, will instead receive
their Pro Rata share of the Cash Payment," the report said.

                        About Ampal-American

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

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

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

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


AUTO CARE: Unsecureds to Be Paid in Full Under Plan
---------------------------------------------------
Auto Care Mall of Fremont, Inc., filed a plan of reorganization
and disclosure statement in support of the plan dated Dec. 12,
2012.

The Plan provides for the payment over time of the Debtor's debt
for real estate taxes, first and second mortgages arrearages to
Bank of Marin and for reinstatement of the subject loans.

The Debtor proposes to eliminate the encumbrance of Bank of
America by mutual agreement or successful completion of an
adversary proceeding filed to determine status of the Bank of
America deed of trust.

All general unsecured claims totaling $7,410 will be paid in full
with interest at the rate of 3% per annum within 60 days of the
Effective Date.

In addition, security interest holders will retain their equity
interests in the Debtor.

Equity holders and principal owner of the Debtor, Dan Duc, is in
the process of setting the $6,000 claim of BofA as to junior trust
deed, Dan Duc personally and Flipper Marine.  Additionally, Mr.
Duc is going to lenders, friends and relatives and will raise the
funds necessary to pay, back taxes and reinstate first and second
loans with Bank of Marin.

A full-text copy of the disclosure statement is available for free
at http://bankrupt.com/misc/AUTO_CARE_ds.pdf

                  About Auto Care Mall of Fremont

Auto Care Mall of Fremont, Inc., in San Jose, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-56050)
on Aug. 15, 2012.  The only shareholders of the Debtor are
Dan Duc (50%) and his wife (50%).  Judge Stephen L. Johnson
presides over the case.  The Law Office of Patrick Calhoun, Esq.,
serves as the Debtor's counsel.  The petition was signed by Gina
Baumbach, vice president.

On May 18, 2012, at the behest of the secured lender, Bank of
Marin, the Alameda County Superior Court of the State of
California appointed Susan L. Uecker as receiver to the Debtor's
real property commonly known as 40851-40967 Albrae Street, in
Fremont, California.  The Superior Court appointed the receiver to
address the Debtor's mismanagement and misappropriation of the
bank's cash collateral.

The property is improved with four single story warehouse
buildings totaling 38,226 square feet and is occupied exclusively
with auto service related businesses.  The property consists of
15 units, three of which are currently vacant.  The property
generates monthly rents totaling roughly $34,492 in addition to
common area maintenance charges totaling $8,235.

According to Bank of Marin, the Debtor owes the bank roughly
$6.5 million under two prepetition promissory notes.  The Debtor's
Schedule D identifies a judgment lien against the property held by
Bank of America to secure a $6 million claim scheduled by the
Debtor as a non-contingent, liquidated, and undisputed held by
Bank of America.   The Debtor's Schedules D identifies non-
contingent, liquidated and undisputed claims totaling $11.105
million that encumber the property, which the Debtor values at
$7.4 million.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.


AUTO CARE: Bank of Marin Responds to Motion for Ch.7 Conversion
---------------------------------------------------------------
Secured creditor Bank of Marin has submitted a response to the
motion by U.S. Trustee to convert the Chapter 11 case of Auto Care
Mall of Fremont, Inc., to a case under Chapter 7.

According to the bank, the U.S. Trustee may well be correct that
conversion to Chapter 7 is appropriate so that a Chapter 7 trustee
may evaluate and pursue claims against shareholders of the Debtor
based on loans and preferential transfers made to the shareholders
prior to the bankruptcy filing.  However, the bank argues, the
U.S. Trustee's action does not involve property that is subject to
Bank of Marin's Stay Relief Motion.  Because of that fact, and
because section 362(d)(3) mandates termination of the automatic
stay in this single asset real estate case due to the Debtor's
failure to file a plan of reorganization before November 13, 2012,
that has a reasonable possibility of being confirmed, that should
not delay or otherwise affect the Court's granting of Bank of
Marin's Stay Relief Motion, the bank says.

As reported by the Troubled Company Reporter on Jan. 8, 2013,
August B. Landis, Acting United States Trustee for Region 17,
asked the Bankruptcy Court to convert the Debtor's Chapter 11 case
to under one under Chapter 7 of the Bankruptcy Code.  The U.S.
Trustee said the Debtor has no incentive to pursue collection of
significant loans and preferential transfers to the shareholders
of the Debtor, and an unbiased and independent Chapter 7 trustee
would be in a much better position to evaluate and pursue such
transfers.  The U.S. Trustee further said in the filing, "In
addition, the commercial real property owned by the Debtor is in
receivership, and the lender has sought relief from stay in order
to foreclose.  Finally, the Debtor has failed to file any monthly
operating reports in the case -- the Court, the creditors and the
UST have no idea what is happening in the case."

                  About Auto Care Mall of Fremont

Auto Care Mall of Fremont, Inc., in San Jose, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-56050)
on Aug. 15, 2012.  The only shareholders of the Debtor are
Dan Duc (50%) and his wife (50%).  Judge Stephen L. Johnson
presides over the case.  The Law Office of Patrick Calhoun, Esq.,
serves as the Debtor's counsel.  The petition was signed by Gina
Baumbach, vice president.

On May 18, 2012, at the behest of the secured lender, Bank of
Marin, the Alameda County Superior Court of the State of
California appointed Susan L. Uecker as receiver to the Debtor's
real property commonly known as 40851-40967 Albrae Street, in
Fremont, California.  The Superior Court appointed the receiver to
address the Debtor's mismanagement and misappropriation of the
bank's cash collateral.

The property is improved with four single story warehouse
buildings totaling 38,226 square feet and is occupied exclusively
with auto service related businesses.  The property consists of
15 units, three of which are currently vacant.  The property
generates monthly rents totaling roughly $34,492 in addition to
common area maintenance charges totaling $8,235.

According to Bank of Marin, the Debtor owes the bank roughly
$6.5 million under two prepetition promissory notes.  The Debtor's
Schedule D identifies a judgment lien against the property held by
Bank of America to secure a $6 million claim scheduled by the
Debtor as a non-contingent, liquidated, and undisputed held by
Bank of America.   The Debtor's Schedules D identifies non-
contingent, liquidated and undisputed claims totaling $11.105
million that encumber the property, which the Debtor values at
$7.4 million.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.


BEALL CORP: Wabash Non-Compete Agreements Threaten Sale
-------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that semi-
trailer manufacturer Wabash National Corp. was the successful
bidder during a Chapter 11 auction for three parcels of Beall
Corp.'s assets with a $21.35 million bid, but Beall principals'
refusal to sign non-compete agreements could threaten the deal.

                         About Beall Corp.

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

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

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


BERNARD L. MADOFF: Removing Suit Has Little Significance
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Jed Rakoff won't be granting any
tardy requests to take lawsuits away from the bankruptcy judge
involving Bernard L. Madoff Investment Securities LLC.  Judge
Rakoff's ruling on Jan. 15 may nonetheless have little practical
significance.

The report recounts that Madoff trustee Irving Picard sued a
customer named Betty Klein in 2010.  In March 2012, the bankruptcy
judge decreed that any attempt at removing lawsuits to district
court must be initiated by April 2, 2012.  Ms. Klein says her
lawyer never received notification about the deadline and filed
papers in July asking Judge Rakoff to remove the lawsuit from
bankruptcy court.  Mr. Picard produced an affidavit showing that
notice of the deadline was sent to Klein's lawyer as the lawyer
requested.

Judge Rakoff said in his four-page opinion that merely denying
receipt isn't enough to counter the presumption that notice of the
deadline was properly given.  He therefore refused to take the
suit away from the bankruptcy judge.

Mr. Rochelle notes that refusing to even consider removing the
suit makes little practical difference.  Early this month Judge
Rakoff wrote an opinion where he concluded that the bankruptcy
court doesn't have constitutional power to make final judgments in
lawsuits against customers asserting fraudulent transfer claims.
He sent all the cases back to the bankruptcy judge with
instructions to make recommended rulings.  In substance, Judge
Rakoff ruled this month on the very issues that Ms. Klein wanted
the judge to consider.

The Klein opinion was part of Securities Investor Protection Corp.
v. Bernard L. Madoff Investment Securities LLC, 12-mc-00115, U.S.
District Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
various appeals has limited Mr. Picard's ability to distribute
recovered funds.


BLOCKBUSTER INC: Dish May Shutter UK Unit After No Buyer Found
--------------------------------------------------------------
Jessica Hodgson at Daily Bankruptcy Review reports that the U.K.
arm of DVD rental company Blockbuster called in administrators to
sell or wind down the company after U.S. parent Dish Network Corp.
failed to find a buyer.  The move marks the third failure of a
high-profile British retailer this year and underscores the bleak
conditions in the U.K. retail sector as well as the shift away
from high street DVD rentals as consumers increasingly opt to
download movies over the Internet or use post-based rental
services, according to the report.

                       About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.


BOOMERANG SYSTEMS: Incurs $17.4 Million Net Loss in 2012
--------------------------------------------------------
Boomerang Systems, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $17.42 million on $1.14 million of total revenues
for the year ended Sept. 30, 2012, compared with a net loss of
$19.10 million on $1.59 million of total revenues during the prior
year.

Boomerang Systems' balance sheet at Sept. 30, 2012, showed $6.03
million in total assets, $21.28 million in total liabilities and a
$15.25 million total stockholders' deficit.

                         Bankruptcy Warning

"Our operations may not generate sufficient cash to enable us to
service our debt.  If we were to fail to make any required payment
under the notes and agreements governing our indebtedness or fail
to comply with the covenants contained in the notes and
agreements, we would be in default.  Our debt holders would have
the ability to require that we immediately pay all outstanding
indebtedness.  If the debt holders were to require immediate
payment, we might not have sufficient assets to satisfy our
obligations under the notes or our other indebtedness.  In such
event, we could be forced to seek protection under bankruptcy
laws, which could have a material adverse effect on our existing
contracts and our ability to procure new contracts as well as our
ability to recruit and/or retain employees.  Accordingly, a
default could have a significant adverse effect on the market
value and marketability of our common stock," the Company said in
the filing.

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

                        http://is.gd/ZiUaKI

                      About Boomerang Systems

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


BROCADE COMMUNICATIONS: Moody's Rates $300MM Unsecured Notes 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Brocade
Communications Systems, Inc.'s proposed $300 million senior
unsecured notes and revised the rating on Brocade's existing
senior secured debt to Ba1 from Ba2. It is expected that the new
notes will be used to partially refinance the company's secured
debt. The corporate family rating remains Ba3 and the ratings
outlook remains positive.

The debt instrument ratings were assigned using Moody's Loss Given
Default Methodology. The upward revision in the secured debt
rating to Ba1 reflects the expected repayment of the secured notes
due 2018 and increase in junior debt. The unsecured rating
reflects its junior-most position in the capital structure. The
ratings on the secured notes due 2018 will be withdrawn upon
repayment.

Ratings Rationale

Revenue, EBITDA and free cash flow grew in the fourth quarter and
fiscal year ended October 27, 2012 driven by continued strength in
the company's storage area networking (SAN) business. Moody's
expects the SAN business will remain strong in 2013 though some
challenges will continue for the Ethernet business. The rating
outlook remains positive reflecting Moody's view that given the
business outlook and company's strong balance sheet, ratings could
be upgraded in the near term particularly if the newly appointed
CEO maintains Brocade's strategic direction and conservative
financial policies. On January 14, 2013, Brocade announced the
appointment of networking industry veteran, Lloyd Carney to
replace long term CEO Michael Klayko who announced his retirement
last July.

Upgrades:

  Issuer: Brocade Communications Systems, Inc.

    Senior Secured Bank Credit Facility Oct 7, 2013, Upgraded to
    Ba1 from Ba2

    Senior Secured Bank Credit Facility Oct 7, 2013, Upgraded to
    LGD2, 25 % from LGD3, 41 %

    Senior Secured Regular Bond/Debenture Jan 15, 2020, Upgraded
    to Ba1 from Ba2

    Senior Secured Regular Bond/Debenture Jan 15, 2020, Upgraded
    to LGD2, 25 % from LGD3, 41 %

Assignments:

  Issuer: Brocade Communications Systems, Inc.

    Senior Unsecured Regular Bond/Debenture, Assigned B1

    Senior Unsecured Regular Bond/Debenture, Assigned LGD5, 78 %

The principal methodology used in rating Brocade was the Global
Communications Equipment Industry Methodology published in June
2008. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Brocade Communications Systems, Inc. is a leading producer of
storage area network ("SAN") equipment and a niche provider of
data network equipment. Brocade, with revenues of $2.2 billion for
the twelve months ended October 2012, is headquartered in San
Jose, CA.


BROCADE COMMUNICATIONS: S&P Assigns 'BB+' Rating to $300MM Notes
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB+' issue level
rating and '3' recovery rating to Brocade Communications Systems
Inc.'s new $300 million senior unsecured notes.  The '3' recovery
rating indicates our expectations for meaningful (50% to 70%)
recovery of principle in the event of payment default.

S&P also affirmed its existing ratings on the company: the 'BB+'
corporate credit rating and the 'BBB' issue-level rating on the
company's $300 million senior secured notes due 2020.  The '1'
recovery rating on the senior secured notes remains unchanged and
indicates expectations for very high (90% to 100%) recovery of
principle in the event of payment default.

The ratings on San Jose, Calif.-based Brocade Communications
Systems Inc. reflect Standard & Poor's expectation that the
company will maintain its "intermediate" financial risk profile,
as evidenced by a credit profile S&P considers conservative and
consistent cash flow generation.  S&P views Brocade's business
risk profile as "fair," reflecting its strong presence in the
mature core storage area network (SAN) segment and a small market
share in the much larger and highly competitive Ethernet switching
segment.

"Brocade continues to deliver mixed results, with consistent
growth in the SAN segment offset by uneven performance in the
Ethernet switching segment," said Standard & Poor's credit analyst
Andrew Chang.  "Despite macroeconomic headwinds and competitive
industry dynamics, we expect Brocade to drive low single-digit
revenue growth overall in fiscal 2013 as SAN growth remains stable
and the Ethernet switching segment resumes growth via new product
rollouts," added Mr. Chang.

Brocade benefits from the underlying trend toward network
convergence as the proliferation of video, wireless products, and
IT infrastructure virtualization lead to increasing demand for
networking products.


CANYONS AT DEBUQUE: Wins Extension of Right to Use Cash Collateral
------------------------------------------------------------------
U.S. Bankruptcy Judge Elizabeth E. Brown has approved a
stipulation for extension of the use of cash collateral between
Bluestone Ridge Ranch East, LLC, and Canyons at Debeque Ranch,
LLC, and First Citizens Bank and Trust.

The Debtors and First Citizens previously entered into a
Stipulation for Authorization of Debtors' Use of Cash Collateral
which provided for the Debtors' use of cash collateral through
October 31, 2012.

The parties agree to extend the term of the Stipulation from
October 31, 2012 through January 31, 2013, pursuant to a Budget.
The stipulation provides that the Debtors may provide a revised
Budget for the extended time period to First Citizens, subject to
First Citizens' approval, and the Budget approval and use of cash
collateral will be governed by the same terms.

                  About Canyons @ DeBeque Ranch

Canyons @ DeBeque Ranch, LLC, filed a Chapter 11 petition (Bankr.
D. Colo. Case No. 12-24993) in Denver on July 18, 2012.  Affiliate
Bluestone Ridge Ranch East, LLC, aka Bluestone Ridge Ranch PUD,
based in Butte, Montana, filed a separate Chapter 11 petition
(Bankr. D. Colo. Case No. 12-24994) on the same day.

Judge Elizabeth E. Brown oversees the case.  The Debtor is
represented by Jeffrey S. Brinen, Esq., at Kutner Miller Brinen,
P.C., serves as counsel to the Debtor.  Canyons @ DeBuque
disclosed $12,115,374 in assets and $7,182,814 in liabilities as
of the Chapter 11 filing.


CANYONS AT DEBUQUE: First-Citizens Objects to Disclosure Statement
------------------------------------------------------------------
First-Citizens Bank & Trust Company, as Receiver for United
Western Bank, objects to the adequacy of the Disclosure Statement
explaining the Plan of Reorganization by Canyons @ DeBeque Ranch,
LLC.

Douglas W. Brown, Esq., at Brown, Berardini & Dunning, P.C.,
representing the Bank, tells the Court that the Debtors do not
disclose their tax basis in any of the real properties which would
be essential in determining available net proceeds in the event of
a sale of the real properties.

The Disclosure Statement also does not address the potential for
any deficiency claims on the Canyons Obligations and Bluestone
Obligations.  First-Citizens' secured position may become under-
secured during the proposed Plan if the Debtors cannot sell or
refinance the real properties securing same.  In addition, there
is no provision in the Plan for a reevaluation of the Plan in the
event that the values of the properties decline during the 4 year
plan.

Mr. Brown contends that the Disclosure Statement must disclose
that the Ranches of the West, Inc., is an insider of the Debtors
and include an analysis of why the Debtors have not pursued an
avoidance or subordination of Ranches' claims in the best
interests of the Estates and all creditors.  In addition, the
Disclosure Statement does not sufficiently address why it is
paying 3.75% on the secured claims, specifically it does not
explain how such interest rate was arrived at.  The Disclosure
Statement also fails to disclose how the Debtors can make monthly
payments derived from Other Proceeds when such Other Proceeds
appears to be based in part on annual payments to be received from
anticipated leases that have not yet been entered into.

Mr. Brown notes that the Disclosure Statement is lacking in its
explanation of how the Debtors will generate crop and pasture
revenues of approximately $200,000 in the first year.  The Debtors
have failed to explain in detail who they are talking to
concerning leasing of the improved grounds, which leases will
generate such revenues, nor do they have sufficient information to
explain why their crop production will increase 10% in the second
and third years of the Plan, simply stating that increased
carrying capacities will generate same.  When these Debtors do not
have any history of these levels of crop production, this is
simply insufficient disclosure.  There also needs to be disclosure
on how Debtor's prior removal of the top soil on the Properties
will affect future crop production.

The liquidation analysis is not sufficient and fails to give a
creditor a clear understanding of whether there is available
equity for all creditors in the event of liquidation. Simply
stating that the estates have a liquidation value of 75% of the
Debtors' market values is not sufficient disclosure.

Mr. Brown points out that the Disclosure Statement is not clear as
to what personal assets the Debtors hold or intend to retain.  The
latest Monthly Operating Report for Bluestone reflects that the
Debtor currently carries $500,000.00 worth of vehicle insurance,
yet it doesn't appear that Bluestone holds any of such type of
asset.

The Bank is represented by:

         Douglas W. Brown, Esq.
         BROWN, BERARDINI & DUNNING, P.C.
         2000 S. Colorado Blvd.
         Tower Two, Suite 700
         Denver, CO 80222
         Tel: (303) 329-3363
         Email: dbrown@bbdfirm.com

As a result and in addition to the objections filed by parties-in-
interest, Judge Elizabeth E. Brown has filed a notice directing
the Debtor to correct discrepancies in the Disclosure Statement.

                  About Canyons @ DeBeque Ranch

Canyons @ DeBeque Ranch, LLC, filed a Chapter 11 petition (Bankr.
D. Colo. Case No. 12-24993) in Denver on July 18, 2012.  Affiliate
Bluestone Ridge Ranch East, LLC, aka Bluestone Ridge Ranch PUD,
based in Butte, Montana, filed a separate Chapter 11 petition
(Bankr. D. Colo. Case No. 12-24994) on the same day.

Judge Elizabeth E. Brown oversees the case.  The Debtor is
represented by Jeffrey S. Brinen, Esq., at Kutner Miller Brinen,
P.C., serves as counsel to the Debtor.  Canyons @ DeBuque
disclosed $12,115,374 in assets and $7,182,814 in liabilities as
of the Chapter 11 filing.


CAREY LIMOUSINE: Drivers Want to Steer It Through Bankruptcy
------------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that drivers for
Carey Limousine L.A. Inc. who won a multimillion-dollar judgment
against the company said they have a better way to get the company
out of bankruptcy: Sue parent company Carey International Inc.

                       About Carey Limousine

Carey Limousine L.A., Inc., a subsidiary of Carey International,
is one of the largest chauffeured transportation services
companies in Southern California.

Carey Limousine filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-12664) on Sept. 25, 2012.

The Debtor operates from a centralized location with convenient
proximity to Los Angeles International Airport, Beverly Hills,
Downtown Los Angeles, and other centers of business and tourism
in Southern California.  The Debtor has 17 employees and utilized
30 independent owner-operators.  Seventeen farm-out companies,
providing chauffeurs, fulfill overflow customer requests.

The Debtor estimated just under $500,000 in assets and at least
$100 million in liabilities.  The Debtor said it owes $146.6
million in term loans provided by lenders led by Highland
Financial Corp., as arranger and NexBank, SSB, as administrative
agent.

The Debtor has tapped Young, Conaway, Stargatt & Taylor, as
counsel; Willkie Farr & Gallagher LLP, as bankruptcy co-counsel;
and Kurtzman Carson Consultants LLC as the claims and notice
agent.


CARY CREEK: Intends to Keep Affiliate AAC as Property Manager
-------------------------------------------------------------
Cary Creek Limited Partnership filed with the Bankruptcy Court a
motion to continue the employment of American Asset Corporation as
property manager for the Debtor.

Prior to the Petition Date, AAC, formerly known as AAC Real Estate
Services, Inc., a North Carolina corporation, was the property
manager for the Debtor's property in North Carolina.  AAC, an
affiliate of the Debtor by way of common ownership, employs
individuals who oversee and handle the day-to-day management and
development of the Property pursuant to a Development,
Construction Management and Marketing Agreement dated June 8, 2004
between the Debtor and AAC.  AAC also is the property manager for
other companies affiliated with the Debtor.

AAC would continue to receive after the Petition Date certain fees
for its services, including an infrastructure fee and building
fee, and reimbursement for out-of-pocket expenses paid on behalf
of the Debtor.  The Debtor says that the fees are reasonable as
compared to industry standards for similar properties in Wake
County.

The Property Management Agreement also contains provisions for (i)
leasing commissions, (ii) sales commissions, and (iii) purchase
commissions.  The Debtor says no services will be provided that
would require payment of commissions, no commissions will be paid
to AAC unless otherwise approved by the Court after notice and
hearing.

In its capacity as property manager for the Debtor, AAC is not a
"professional person" within the meaning of section 327(a) of the
Bankruptcy Code, and thus, Court approval is not required for the
continued employment of AAC in such capacity.  In addition, the
Debtor and AAC have common officers; namely, Terry Bradshaw and
Paul Herndon.  Thus, the principals of the Debtor are, in effect,
providing the property management services through AAC, an
affiliated entity.

                         About Cary Creek

Cary Creek Limited Partnership sought Chapter 11 protection
(Bankr. E.D.N.C. Case No. 13-00041) on Jan. 3, 2013.

Cary Creek is the owner of 1,009 acres of land located adjacent to
the west boundary of NC Highway 55 immediately sought of its
interchange with NC-540/I-540, in Cary, Wake County, North
Carolina.  The property is managed by American Asset Corporation.

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

Cary Creek is seeking joint administration of its Chapter 11 case
with the consolidated Chapter 11 cases of Brier Creek Corporate
Center Associates Limited Partnership, et al., which sought
bankruptcy protection on March 9, 2012 (Bankr. E.D.N.C. Lead Case
No. 12-01855).  Brier Creek, et al., own real property located in
Wake County, North Carolina and Mecklenburg County, North
Carolina.

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


CARY CREEK: Proposes $300,000 DIP Financing From AAC
----------------------------------------------------
Cary Creek Limited Partnership has no income or cash reserves from
which to pay the costs or expenditures likely to arise during the
Chapter 11 case.

Accordingly, the Debtor seeks approval from the Bankruptcy Court
to obtain postpetition financing to timely pay the on-going costs
of operating, preserving, and protect the business and property of
the estate, and preserve the going-concern value of the Property
for the benefit of creditors and the estate.

The Debtor seeks to obtain post-petition financing from AAC Retail
Property Development and Acquisition Fund, LLC.

The postpetition financing would be a credit facility in an amount
not to exceed $300,000 upon these terms:

   a. The outstanding principal balance would bear interest at 4%
per annum, and all principal and accrued interest would be due and
payable in full upon the earliest of (a) June 30, 2013, (b) the
date on which payment of the Obligations is accelerated by the
Lender as provided in the Financing Agreement, and (c) the date of
closing of a sale of all or substantially all of the assets of any
Debtor.

   b. The financing would be used to fund the Debtor's operating
expenses, costs of administration, capital expenditures, and other
expenses.

   c. The outstanding indebtedness would be secured, pursuant to
11 U.S.C. Sec. 364(c), by (i) a first lien on property of the
estate that is not otherwise subject to a lien and (ii) a junior
lien on property of the estate that is subject to a lien,
excluding only bankruptcy causes of action or the proceeds
thereof.

   d. Any deficiency would be treated as a super-priority
administrative expense pursuant to Sec. 364(c), subject and
subordinate to the payment of (a) the fees specified in 28 U.S.C.
Sec. 1930, and (b) a carve-out in an amount not to exceed $100,000
($75,000 for the Debtor's professionals and $25,000 for the
professionals for any official committee) for the payment of
allowed but unpaid fees of such professionals approved by the
Court pursuant to Sections 327 or 328 of the Bankruptcy Code.

                         About Cary Creek

Cary Creek Limited Partnership sought Chapter 11 protection
(Bankr. E.D.N.C. Case No. 13-00041) on Jan. 3, 2013.

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

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

Cary Creek is seeking joint administration of its Chapter 11 case
with the consolidated Chapter 11 cases of Brier Creek Corporate
Center Associates Limited Partnership, et al., which sought
bankruptcy protection on March 9, 2012 (Bankr. E.D.N.C. Lead Case
No. 12-01855).  Brier Creek, et al., own real property located in
Wake County, North Carolina and Mecklenburg County, North
Carolina.

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


CELOTEX CORP: NJ High Court Tackles Post-Ch. 11 Coverage Row
------------------------------------------------------------
Martin Bricketto of BankruptcyLaw360 reported that a bankruptcy
decision that notice failings prevented Celotex Corp. from
securing excess insurance coverage for asbestos-related claims at
the time shouldn't bar a company trust from now obtaining coverage
for more recent claims, an attorney for the trust told the New
Jersey Supreme Court on Tuesday.

Representing the Celotex Asbestos Settlement Trust, James R.
Matthews of Keating Muething & Klekamp PLLC asked the court to
preserve a 2011 Appellate Division ruling that the Florida
bankruptcy court decisions and subsequent rulings upholding it did
not address future claims, the report said.

                        About Celotex Corp.

The Celotex Corporation manufactured, marketed, and distributed
building products.  Carey Canada Inc. mined asbestos until it
ceased operations in 1986.  Celotex and Carey Canada sought
chapter 11 protection (Bankr. M.D. Fla. Case No. 90-10016) on
Oct. 12, 1990.  At the time of the filing, Celotex and Carey
Canada had been named as defendants in thousands of lawsuits filed
by Asbestos Personal Injury Claimants, and in hundreds of lawsuits
filed by Asbestos Property Damage Claimants.  On Dec. 6, 1996, the
Bankruptcy Court entered an Order Confirming the Modified Joint
Plan of Reorganization for Celotex and Carey Canada.  A principal
feature of the confirmed Plan was the creation of the Asbestos
Settlement Trust under 11 U.S.C. Sec. 524(g) "to address,
liquidate, resolve, and disallow or allow and pay Asbestos Claims,
which will operate in accordance with the Asbestos Claims
Resolution Procedures."


CHEROKEE SIMEON: Facing Challenge on Bid to Use Cash Collateral
---------------------------------------------------------------
Cherokee Simeon Venture, I, LLC, asks the Bankruptcy Court for
authority to use cash collateral of EFG-Campus Bay LLC.  The
Debtor requests the use of roughly $10,100 per month.

In connection with the Debtor's termination of the services of a
rent receiver that previously oversaw the Debtor's real property,
the Debtor seeks to use funds in its bank account for the limited
purposes of paying a security company to protect its real
property; certain miscellaneous expenses to preserve the property;
and the Debtor's accountant, CIS, for tax return preparation
services and other limited accounting services.  In addition, to
the extent necessary and appropriate, the Debtor seeks the use of
cash collateral for purposes of paying any bankruptcy fees.

Without immediate access to the cash in the Account, the Debtor
said it will be unable to preserve the Property's value or its
Chapter 11 case.

The Debtor also seeks permission to use cash collateral for
miscellaneous charges such as refuse disposal ($199.78 per month),
landscape maintenance ($65.92 per month), fire alarm monitoring
services ($713.04) and utility services such as electric and
water.  Additionally, the Debtor may need cash for payment of
quarterly United States Trustee fees.  However, the funds in the
Debtor's Account may constitute part of the Lender's collateral,
and therefore, may not be used in support of the Chapter 11 case,
absent compliance with section 363(c)(2) of the Bankruptcy Code.

To provide the Lender with adequate protection, the Debtor will
grant the Lender a valid and perfected replacement security
interest and lien in all of the Pre-Petition Collateral, to the
extent of any diminution of the value of the Lender's Pre-Petition
Collateral.

To the extent the adequate protection is ultimately determined to
be insufficient, the Lender could receive a superpriority
administrative claim in the amount of its valid and perfected
claim to be determined.

                     EFG-Campus Bay Objects

Sandra G.M. Selzer, Esq., at Greenberg Traurig LLP, tells the
Court that the Cash Collateral Motion should be considered in
light of EFG-Campus Bay LLC's pending motion to dismiss this
Chapter 11 case or have it transferred to the U.S. Bankruptcy
Court for the Northern District of California.  Only if the Court
determines to retain the case should it act on this motion at all.

Ms. Selzer contends that the motion should be denied.  While the
motion makes perfunctory recitals about adequate protection,
replacement liens and the like, the Cash Collateral Motion is
entirely disconnected from the facts of this case.  It makes no
showing of a need for usage of EFG's cash collateral, nor does it
show that adequate protection can or would be provided to EFG.
EFG's position cannot be adequately protected against diminution
that will be caused by the Debtor's proposed actions and instead,
the effect of granting this motion will be to authorize the
expenditure of EFG's collateral (money) for the benefit of the
Debtor -- and Zeneca, Inc. -- with essentially no chance of
recoupment, much less benefit, to EFG or its other collateral.

Even giving the Debtor the benefit of the doubt concerning the
referenced expenditures, Ms. Selzer contends that they would, at
best, cover a small part of the carrying costs of the subject real
property.  For example, over $100,000 of property taxes are coming
due (penalties and interest accrue after December 10, 2012) and
the Debtor neither mentions them, nor makes provision for them.
Nor does the Debtor address fire prevention (for which it has
received notices of violation within the last year), preserving
the casualty insurance on the property, or a number of other key
things that would be necessary to avoid waste or destruction of
the Debtor's only tangible asset -- and EFG's central collateral
-- during the pendency of the case.

Ms. Selzer concludes that the relief requested would proverbially
"throw good money after bad", which it appears the Debtor and
Zeneca are too willing to do with EFG's money.

The Lender's counsel may be reached at:

         Sandra G.M. Selzer, Esq.
         GREENBERG TRAURIG LLP
         The Nemours Building
         1007 North Orange Street, Suite 1200
         Wilmington, DE 19801
         Tel: (302) 661-7000
         Fax: (302) 661-7360
         Email: selzers@gtlaw.com

Cherokee Simeon Venture, I, LLC, is an AstraZeneca Plc affiliate
that owns a contaminated former acid-factory site in Richmond,
California.  Cherokee Simeon sought Chapter 11 protection (Bankr.
D. Del. Case No. 12-12913) on Oct. 23, 2012.  Cherokee Simeon
disclosed $33,600,000 in assets and $17,954,851 in debts in its
schedules.  Rafael Xavier Zahralddin-Aravena, Esq., at Elliott
Greenleaf represents the Debtor.


CLINICA REAL: Dr. Stone's Plan Exclusivity Extended to June 23
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona extended
Keith Michael Keith Stone's exclusive period to file a plan from
Dec. 21, 2012, to June 21, 2013.

In the motion, Dr. Stone said that the source of income for the
Debtor is his chiropractic and pain management practice, Clinical
Real, LLC, and that the primary reason for his filing of the
Chapter 11 petition was a lawsuit filed by State Farm in which
both Debtor and his practice were named defendants, alleging
fraudulent practices and a pattern of racketeering activity.

According to Dr. Stone, it is unlikely that State Farm's claims
against the Debtor and the Debtor's claims against State Farm will
be adjudicated before the expiration of the exclusive period.

                        About Clinica Real

Clinica Real, LLC, dba Clinica Real Rehabilitation & Chiropractic,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20451) in
Phoenix, Arizona, on Sept. 13, 2012.  Clinica Real, doing business
as Clinica Real Rehabilitation & Chiropractic, disclosed $10.5
million in assets and $29.8 million in liabilities.

The Debtor has no real property.  Its largest asset is an
unliquidated claim against State Farm Mutual Automobile Insurance
Co. and State Farm Fire & Casualty Co., which the Debtor valued at
$9.75 million.  Most of the claims against the Debtor are
unsecured.  State Farm has an unsecured claim of $29 million,
which the Debtor says is disputed.

Judge Sarah Sharer Curley presides over the case.  Mark J. Giunta,
Esq., serves as the Debtor's counsel.  The petition was signed by
Keith M. Stone, member.

Keith Michael Stone filed a separate Chapter 11 petition (Bankr.
D. Ariz. Case No. 12-20452) on Sept. 13, 2012.  Mr. Stone is
represented by Cindy L. Greene, Esq., at Carmichael & Powell,
P.C., in Phoenix, Arizona.

The cases are jointly administered under Case No. 12-20451.


CLINICA REAL: State Farm Balks at Exclusivity Until Nov. 1
-----------------------------------------------------------
Clinica Real, LLC, asks the U.S. Bankruptcy Court for the District
of Arizona to extend its exclusive period to file a plan from
Jan. 13, 2013, until Nov. 1, 2013.  The Debtor related that the
extension will give it approximately 2 weeks to propose a Plan or
Reorganization after the conclusion of the state court trial prior
to the expiration of the exclusivity.

According to papers filed with the Court, the primary factor
leading to the filing of the Debtor's Chapter 11 petition was a
lawsuit filed by State Farm Mutual Automobile Insurance Company
and State Farm Fire & Casualty Co. in which both the Debtor and
its principal, Keith M. Stone, were named defendants, alleging
fraudulent business practices and a pattern of racketeering
activity.  The Debtor disputes these claims.

State Farm filed a motion to dismiss or in the alternative
abstain, or relief from the automatic stay which the Bankruptcy
Court denied in part and granted in part.  According to the
Debtor, the Bankruptcy Court denied the dismissal of the case and
abstention.  The Bankruptcy Court, however, granted relief from
the automatic stay to allow the State Farm Litigation to continue
in State Court commencing on or about Sept. 4, 2013.

The Debtor stated, "It is anticipated that the trial will slightly
exceed thirty days.  Resolution of the State Farm Litigation is
the biggest obstacle to confirming any proposed Plan of
Reorganization and it is unlikely that the State Farm's claims
against the Debtor and the Debtor's claims against State Farm will
be adjudicated before the expiration of the standard exclusivity
period."

State Farm objects to the length of the extension requested by
Clinica Real, pointing out it is far longer than Dr. Michael
Stone's exclusivity period.  According to State Farm, these
intertwined Debtors and likely joint proponents of any proposed
plan of reorganization in the jointly administered cases should
have the same expiration date for exclusivity.  Creating different
exclusivity periods in the cases introduces unnecessary
Complication, says State Farm.

State Farm does not oppose the extension of the exclusivity period
to June 21, 2013, the same date as Dr. Stone's exclusivity
expires, but opposes the requested extension to Nov. 1, 2013.

A hearing on the extension is scheduled Feb. 5, 2013, at 10:00
a.m.

                        About Clinica Real

Clinica Real, LLC, dba Clinica Real Rehabilitation & Chiropractic,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20451) in
Phoenix, Arizona, on Sept. 13, 2012.  Clinica Real, doing business
as Clinica Real Rehabilitation & Chiropractic, disclosed $10.5
million in assets and $29.8 million in liabilities.

The Debtor has no real property.  Its largest asset is an
unliquidated claim against State Farm Mutual Automobile Insurance
Co. and State Farm Fire & Casualty Co., which the Debtor valued at
$9.75 million.  Most of the claims against the Debtor are
unsecured.  State Farm has an unsecured claim of $29 million,
which the Debtor says is disputed.

Judge Sarah Sharer Curley presides over the case.  Mark J. Giunta,
Esq., serves as the Debtor's counsel.  The petition was signed by
Keith M. Stone, member.

Keith Michael Stone filed a separate Chapter 11 petition (Bankr.
D. Ariz. Case No. 12-20452) on Sept. 13, 2012.  Mr. Stone is
represented by Cindy L. Greene, Esq., at Carmichael & Powell,
P.C., in Phoenix, Arizona.

The cases are jointly administered under Case No. 12-20451.



COMPUTER GRAPHICS: Clement C. W. Chan Raises Going Concern Doubt
----------------------------------------------------------------
Computer Graphics International Inc. filed on Jan. 14, 2013, its
annual report on Form 10-K for the fiscal year ended Sept. 30,
2012.

Clement C. W. Chan & Co., in Wanchai, Hong Kong, expressed
substantial doubt about Computer Graphics' ability to continue as
a going concern.  The independent auditors noted that the Company
incurred a net loss of $1,136,813 for the year ended Sept. 30,
2012. and has accumulated losses of $841,688 at Sept. 30, 2012.

The Company reported a net loss of $1.1 million on $5.8 million of
sales in fiscal 2012, compared with net income of $2.8 million on
$10.1 million of sales in fiscal 2011.  The Company attributed the
decrease in sales to the overall market decline in the current
Chinese real estate industry.

The Company's balance sheet at Sept. 30, 2012, showed $2.0 million
in total assets, $1.3 million in total liabilities, and
stockholders' equity of $700.8 million.

A copy of the Form 10-K is available at http://is.gd/R5TP9v

Shenzhen, China-based Computer Graphics International, Inc., is a
3D digital visual service provider founded in 2006.  The Company
specializes in providing one-stop-shop service and systems based
on 3D image technology to domestic governments, real estate
developers, game developers, the automotive industry and other
commercial customers.  The Company operates through its wholly-
owned subsidiaries Shenzhen Digital Image Technologies Co.,
Limited and Guangzhou Digital Image Technologies Co., Ltd.


CRYSTAL COVE: Manager Replacement No Impact on Fitch Ratings
------------------------------------------------------------
The proposed manager replacement for Crystal Cove CDO, Ltd. is
unlikely to impact the transaction's outstanding ratings,
according to Fitch Ratings.

Fitch has been notified of a proposed amendment and restatement to
the Crystal Cove Collateral Management Agreement (CMA) in which
the CDO asset management responsibilities for the transaction
would be assumed by Vertical Capital, LLC (Vertical Capital),
successor collateral manager to Pacific Investment Management
Company LLC.

The most senior class in the transaction is currently rated 'Csf',
indicating that default appears inevitable for the notes. In
addition, Crystal Cove is no longer in its reinvestment period and
all overcollateralization tests have been failing. Given the
above, the manager's capabilities are no longer a rating factor
for this transaction. Accordingly, Fitch has not evaluated the
replacement manager and does not expect the amendment and
restatement of the CMA and the appointment of Vertical Capital as
collateral manager thereunder to result in the withdrawal,
reduction or other adverse action with respect to the current
rating of the notes.

Fitch is not a party to the transaction and therefore does not
provide consent or approval, as that remains the sole preserve of
the transaction parties. Fitch expects to be notified by the
trustee when or if the proposed transfer of asset management
responsibilities is completed.


DDR CORP: Closes Refinancing of Revolving Credit Facilities
-----------------------------------------------------------
DDR Corp. on Jan. 17 disclosed that it has closed the refinancing
of its two senior unsecured revolving credit facilities scheduled
to mature in February 2016 and its senior secured term loan
scheduled to mature in September 2014.

The new $750 million unsecured revolving credit facility, arranged
by J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, has
an initial maturity of April 2017, a borrower option to extend an
additional year, and contains an accordion feature that provides
for $1.25 billion of potential total capacity.  DDR also
refinanced its $65 million unsecured revolving credit facility,
provided solely by PNC Bank, National Association, to match the
terms of the $750 million unsecured revolving credit facility.

Pricing on both refinanced revolving credit facilities was reduced
and is currently set at LIBOR plus 140 bp, a decrease of 25 bp
from the previous rate, and is determined based upon DDR's credit
ratings from Moody's and S&P. Further, the annual facility fee for
both revolving credit facilities has been reduced from 35 bp to 30
bp.

Simultaneously with refinancing its unsecured revolving credit
facilities, DDR refinanced its $400 million senior secured term
loan scheduled to mature in September 2014.  The new secured term
loan, arranged by KeyBanc Capital Markets and RBC Capital Markets,
has an initial maturity of April 2017 with a borrower option to
extend an additional year.  Pricing on the new secured term loan
is currently set at LIBOR plus 155 bp, a decrease of 15 bp from
the previous rate, and is determined based upon DDR's credit
ratings from Moody's and S&P.  During the fourth quarter of 2012,
the secured term loan was reduced to $400 million from $500
million, using proceeds from DDR's re-opening of its 2022 Senior
Unsecured Notes.

David J. Oakes, DDR's president and chief financial officer,
commented, "These refinancings are consistent with our stated
objectives to extend duration and lower our cost of capital as we
continue to reduce our corporate risk profile."

                            About DDR

DDR (NYSE: DDR) -- http://www.ddr.com--is an owner and manager of
459 value-oriented shopping centers representing 116 million
square feet in 39 states, Puerto Rico and Brazil.  The company's
assets are concentrated in high barrier-to-entry markets with
stable populations and high growth potential and its portfolio is
actively managed to create long-term shareholder value.  DDR is a
self-administered and self-managed REIT operating as a fully
integrated real estate company.

                          *     *     *

As reported by the Troubled Company Reporter on November 21, 2012,
Fitch Ratings revised the Rating Outlook on DDR Corp. (NYSE:
DDR) to Positive from Stable.  In addition, Fitch affirmed the
following credit ratings of DDR:

  -- Issuer Default Rating (IDR) at 'BB+';
  -- Senior unsecured revolving credit facilities at 'BB+';
  -- Senior unsecured term loans at 'BB+';
  -- Senior unsecured notes at 'BB+';
  -- Senior unsecured convertible notes at 'BB+';
  -- Preferred stock at 'BB-'.


DIAL GLOBAL: Suspending Filing of Reports with SEC
--------------------------------------------------
Dial Global, Inc., filed a Form 15 with the U.S. Securities and
Exchange Commission to voluntarily terminate the registration of
its common stock and seven year common stock purchase warrants and
to suspend its obligations to file periodic reports with the SEC.
As of Jan. 15, 2013, there were 263 holders of the Common Stock.

                         About Dial Global

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

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

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


DRAGON SYSTEMS: Deliberations on Case vs. Goldman This Week
-----------------------------------------------------------
Tim McLaughlin of Reuters reported that a federal jury in Boston
could begin deliberations as early as Thursday on whether Wall
Street banking giant Goldman Sachs Group Inc. was liable for the
botched acquisition of speech recognition software company Dragon
Systems in 2000.

Dragon's founders have accused Goldman of being negligent after
Belgium-based Lernout & Hauspie paid $580 million in stock for
Dragon and then went bankrupt, the report related.

It wasn't the job of Goldman bankers to sniff out the accounting
fraud that ultimately doomed Lernout & Hauspie and made the stock
received by Dragon founders Jim and Janet Baker worthless, defense
attorneys have argued, Reuter said.

The Bakers owned 51 percent of the company but only were able to
sell a few million dollars worth of L&H stock before the company
collapsed in an accounting fraud, Reuters noted.  The Bakers and
two other early Dragon employees are seeking several hundred
million dollars in damages.

According to Reuters, U.S. District Judge Patti Saris on Tuesday
told jurors they could begin their deliberations as early as
Thursday after hearing closing arguments and getting her
instructions on the law in the case. Tuesday marked the trial's
18th day of testimony.

Meanwhile, in a videotape shown to jurors, Ellen Chamberlain, who
was Dragon's chief financial officer, recalled how the company was
on the verge of insolvency before the deal with Lernout & Hauspie
closed, the report related.  Dragon was making payroll, but the
company was going to have to borrow money to continue to do so,
she said.

Chamberlain also said Dragon had to restate its 1999 financial
results after the discovery of "channel stuffing," the report
added.  The term refers to flooding vendors with excess products
so the company can book higher revenue.

Before the deal closed, Dragon executives also were concerned that
they did not have Lernout & Hauspie's most recent audited
financial statements, according to the report.  But Dragon was
told that Lernout & Hauspie had no open issues with the U.S.
Securities and Exchange Commission over accounting issues.  Dragon
questioned L&H's spike in Asian revenue.

Had there been issues, Dragon would have pushed for the deal to be
restructured as a cash sale rather than an all-stock transaction,
Chamberlain said, according to Reuters.

The case is Baker v. Goldman Sachs & Co., 09-cv-10053, U.S.
District Court.


DYNASIL CORP: Had $4MM Loss in 2012, Warns of Possible Bankruptcy
-----------------------------------------------------------------
Dynasil Corporation of America filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $4.30 million on $47.88 million of net revenue for the
year ended Sept. 30, 2012, compared with net income of $1.35
million on $46.95 million of net revenue during the prior fiscal
year.

Dynasil's balance sheet at Sept. 30, 2012, showed $37.46 million
in total assets, $18.62 million in total liabilities and $18.84
million in total stockholders' equity.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012, citing default with the financial
covenants under the Company's outstanding loan agreements and a
loss from operations which factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company is in default of the financial covenants under the
terms of its outstanding indebtedness with Sovereign Bank, N.A.,
and Massachusetts Capital Resource Company for its fiscal fourth
quarter ended Sept. 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.  A default gives the lenders the right to
accelerate the maturity of the indebtedness outstanding.
Furthermore, Sovereign Bank, the Company's senior lender has an
option option to impose a default interest rate with respect to
the senior debt outstanding, which is 5% higher than the current
rate.  None of the lenders has has taken any actions as of January
15.

The Company had approximately $9 million of indebtedness with
Sovereign Bank and $3.0 million of indebtedness with Massachusetts
Capital, which is subordinated to the Sovereign Bank loan, as of
as of Sept. 30, 2012.  The Company said it is current with all
principal and interest payments due on all its outstanding
indebtedness, through January 15.

"If our lenders were to accelerate our debt payments, our assets
may not be sufficient to fully repay the debt and we may not be
able to obtain capital from other sources at favorable terms or at
all.  If additional funding is required, this funding may not be
available on favorable terms, if at all, or without potentially
very substantial dilution to our stockholders.  If we do not raise
the necessary funds, we may need to curtail or cease our
operations, sell certain assets and/or file for bankruptcy, which
would have a material adverse effect on our financial condition
and results of operations," the Company said in the regulatory
filing

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

                           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.


EASTMAN KODAK: Bankruptcy Costs Nearing $125 Million
----------------------------------------------------
USA Today's Matthew Daneman, citing a Rochester (N.Y.) Democrat
and Chronicle analysis, reports that more than two dozen separate
law firms, accounting firms and other outfits associated with
Eastman Kodak Co.'s bankruptcy have submitted billing statements
totaling nearly $125 million.  The report relates:

     -- roughly $22 million come from New York City firm Sullivan
        & Cromwell LLP, the primary law firm representing Kodak in
        the bankruptcy;

     -- the committees representing creditors' and retirees'
        interests also racked up sizable bills -- expenses that
        have to be borne by Kodak. That $3.2 million bill includes
        legal services from Arent Fox LLP and Haskell, Slaughter,
        Young & Rediker LLC; financial advising from Zolfo Cooper
        LLC and actuarial services from Segal Co.;

     -- the fee examiner, Luskin Stern & Eisler LLP, has submitted
        roughly $225,000 worth of bills in the Chapter 11; and

     -- accounting giant Ernst & Young has billed more than
        $13 million so far in the bankruptcy for financial
        consulting services.

"That doesn't shock me," said Martha L. Salzman, assistant
professor of accounting and law at the State University of New
York at Buffalo, according to the report. "Bankruptcy's
expensive."

The report notes Enron spent more than $1 billion on attorneys,
financial advisers and other professionals for its bankruptcy.
Lehman Brothers Holdings Inc., which filed for bankruptcy
protection in 2008, ultimately paid its attorneys and advisers in
excess of $850 million.  American Airlines bankruptcy has to date
topped $200 million in various bills and expenses.

"A modern Chapter 11 case is just hugely expensive," said Robert
Rock, senior counsel with the bankruptcy practice at Albany law
firm Tully Rinckey PLLC. "It goes in proportion to the size of the
company and the complexity of the debt structure."

Kodak has said it expects to emerge from bankruptcy in the first
half of 2013.

                      About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Pushes Court to Ax Kyocera Infringement Claims
-------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Eastman Kodak
Co. on Tuesday urged a New York bankruptcy judge to toss most of
Kyocera Corp.'s patent infringement suit over 15 camera and
printer patents, saying more than a dozen of Kyocera's claims
violate the automatic stay because they could have been brought
before Kodak filed for bankruptcy.  The iconic camera and imaging
company contends the court should dismiss those 13 claims and
requested that the court implement the automatic stay with respect
to the remaining two patents, the report said.

                      About Eastman Kodak

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

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

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

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

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

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

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

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

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


EGPI FIRECREEK: Director Quits; Co-Treasurer Passes Away
--------------------------------------------------------
David H. Ray resigned from his positions as director and executive
vice president, co-Treasurer, and positions as committee member of
EGPI Firecreek, Inc., and its subsidiaries, effective as of
Nov. 15, 2012.  Mr. Ray's resignation from the Board was not due
to any disagreement with the Company, but was made by Mr. Ray for
personal reasons.

Mrs. Melvena Alexander who has served as Co-Treasurer, Secretary
and Comptroller of the Company and Subsidiaries and member of the
audit committee since Feb. 10, 2007, having served as Secretary
and Comptroller of EGPI and Firecreek Petroleum, Inc., since
July 1, 2004, through Feb. 9, 2007, and having served in one or
more capacities as Secretary and Comptroller of EGPI since May 18,
1999., has recently passed away.  As a result, the Company will
hold a Board of Directors meeting to formally end Mrs. Alexander's
service with the Company expected to be as of Dec. 31, 2012, and
further, to nominate and or formally appoint a transition member
or officer for these positions.

                       About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

The Company reported a net loss of $4.97 million in 2011, compared
with a net loss of $4.48 million in 2010.

In its audit report for the 2011 results, M&K CPAS, PLLC, in
Houston, Texas, noted that the Company has suffered recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at Sept. 30, 2012, showed $2.35
million in total assets, $6.49 million in total liabilities, all
current, $1.86 million in series D preferred stock, and a
$6.01 million total shareholders' deficit.


EINSTEIN NOAH: S&P Raises Corporate Credit Rating to 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Lakewood, Co.-based Einstein Noah Restaurant Group Inc.
to 'B+' from 'B'.  The rating outlook is stable.

"The upgrade reflects our reassessment of the company's financial
risk profile as 'aggressive' because of the enhanced credit
protection profile," said Standard & Poor's credit analyst Mariola
Borysiak.  The rating on Einstein Noah also takes into account our
assessment of its business risk profile as "vulnerable".  We
believe that these assessments will not change over the next year.

The "aggressive" financial risk profile assessment reflects
Einstein's moderately improved credit metrics resulting from lower
debt balances.  In October 2012, Einstein planned to issue a
$265 million credit facility to refinance its existing debt and
pay a one-time special dividend to its shareholders.  However, the
proposed transaction did not close and the company instead amended
its existing Dec. 20, 2010, credit agreement.  The amendment
increased the company's term loan to $100 million from $75 million
and its revolver to $75 million from $50 million.  The company
used proceeds from the incremental term loan, along with about
$40 million borrowings under the revolver, to pay approximately
$68 million in dividends to its shareholders.

Einstein's credit measures are moderately stronger following the
amendment of the credit facility than initially contemplated in
the October 2012 transaction.  Pro forma total debt to EBITDA as
of Oct. 2, 2012, is now about 3.9x compared with 5.6x. EBITDA
coverage of interest improved to the mid-3x area from about 2.5x,
and funds from operations (FFO) to total debt ratio is now
slightly over 20% versus an initial estimate of 14%.  S&P
anticipates modest improvement of these measures mainly from small
EBITDA gains and modest debt reduction over the next 12 months.
S&P anticipates that debt leverage will improve to about 3.7x,
coverage of interest will strengthen to nearly 4x, and FFO to
total debt will improve to about 26% at fiscal 2013 year-end.

"Our stable outlook reflects our view that Einstein's performance
will benefit from favorable trends in the bakery-cafe segment of
the restaurant industry, despite heightened competition.  We
expect the company's menu innovations coupled with cost savings
initiatives to propel modest profitability gains over the next
year," S&P noted.

S&P could raise the rating on Einstein if S&P reassessed its
business risk profile to "weak" from the current "vulnerable,"
while the company at least maintains its existing credit metrics.
However, S&P considers an upgrade unlikely over the next 12
months, given Einstein's small position in the increasingly
competitive breakfast segment of the restaurant industry, and its
lack of success in increasing its lunch business.

"Alternatively, we could consider a downgrade if increasing
competition in the breakfast daypart hurts Einstein's sales growth
and margins and results in leverage that exceeds 4.5x.  This could
happen if revenues remain flat in 2013 and commodity inflation
hurts gross margin by about 200 basis points from the Oct. 2,
2012, level.  Given the company's vulnerable business risk
profile, another debt-financed dividend that results in leverage
increasing over the indicated threshold could also trigger a
downgrade.


ELCOM HOTEL: Works Out Deal with Unit Owners
--------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that the previously
sparring condominium owners associations and the bankrupt
operators of Miami hotel and condominium development One Bal
Harbour settled on a chief restructuring officer Tuesday and set
out a plan to work together during the Chapter 11 restructuring
process.  In a ruling from the bench, U.S. Bankruptcy Judge Robert
A. Mark approved the agreement, which appoints Algon Group as
chief restructuring officer for Elcom Condominium LLC and Elcom
Hotel & Spa LLC, the report said.

                         About Elcom Hotel

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

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

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

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


ENERGYSOLUTIONS INC: Rejects Equity Election Option Suggestion
--------------------------------------------------------------
EnergySolutions, Inc., through its Chairman of the Board of
Directors Steven R. Rogel, sent an answer to a letter dated
Jan. 9, 2013, of Gary Siegler of Indian Creek Asset Management
relating to the Company's proposed merger agreement with Rockwell
Holdco, Inc., and Rockwell Acquisition Corp., affiliates of Energy
Capital Partners, a leading private equity firm focused on
investing in North America's energy infrastructure.

The Company has rejected a suggestion by Mr. Siegler that
shareholders of EnergySolutions be given an election to retain
equity in the company going forward post-acquisition.
EnergySolutions said it is committed to complying with the terms
of the Merger Agreement which contemplates an all-cash
transaction.  The Company, however, has forwarded the suggestion
to Energy Capital for its consideration.

The Company also clarifies that the management has had no
discussions with Energy Capital relating to post-closing equity
awards, salary, bonuses, or any other compensation, and no
arrangements, understandings or agreements are in place regarding
those matters.

"[T]he transaction with Energy Capital Partners followed an
extensive evaluation of strategic alternatives, which included
contacting over twenty parties," Mr. Rogel wrote.  "At the
conclusion of that process, there were no actionable proposals.
In addition, as has been publicly announced, EnergySolutions is
currently in a "go-shop" period in which we are actively
soliciting other offers to enter into a transaction."

The letter is available for free at http://is.gd/ARG8Jr

                   $4.8MM Retention Awards Okayed

The Compensation Committee of the Board of Directors of
EnergySolutions approved retention awards to the named executive
officers:

        Name                       Amount
    --------------              ------------
    David Lockwood               $3,300,000
    Greg Wood                    $1,200,000
    John Christian                 $100,000
    Mark Morant                    $100,000
    Alan Parker                    $100,000

The retention awards were approved in connection with the
Company's recently announced agreement to consummate a merger with
a subsidiary of Rockwell Holdco, Inc.  Subject to any required tax
withholdings, the awards will be paid upon and subject to the
closing of the Merger and the aforementioned officers' employment
with the Company through the date of the closing of the Merger.

                     About EnergySolutions, Inc.

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

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

                           *     *     *

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


FAIRFAX FIN'L: Moody's Assigns '(P)Ba2' Seniority Shelf Ratings
---------------------------------------------------------------
Moody's Investors Service has assigned Baa3 ratings to C$250
million of senior unsecured notes being issued by Fairfax
Financial Holdings Limited (Fairfax; TSE: FFH) through a reopening
of its October 2012 issuance. As a result of the reopening, the
issue will increase in size by C$250 million to C$450 million in
total. The senior notes reopening constitutes a drawdown from the
company's domestic shelf registration (provisional senior
unsecured debt rated (P)Baa3). Proceeds from the offering are
expected to be used to re-finance near term bond maturities as
well as for general corporate purposes. The rating outlook for
Fairfax is stable.

Ratings Rationale

According to William Burn, Moody's lead analyst for Fairfax, "The
incremental financial leverage associated with the offering is
within the tolerance for the current rating, and proceeds will be
partly used to retire maturing debt that has a higher coupon".

Fairfax's Baa3 senior unsecured debt rating is based on a
diversified revenue stream by product and geography, a high level
of cash and marketable resources at the parent-company level, and
a liquid investment portfolio. Several credit challenges remain
significant to Fairfax's rating including: weak operating earnings
(excluding realized gains), historical volatility of loss reserves
particularly at its run-off operations, exposure to catastrophe
risk, a high level of common stock investments and the basis risk
associated with the current equity hedge. Key man risk and
management succession is also a consideration given the
instrumental role played by CEO Prem Watsa in Fairfax's strategic
direction, investment philosophy and corporate culture.

The debt rating also reflects the collective insurance financial
strength ratings of the Fairfax group of companies and the debt
outstanding at intermediate holding companies, which results in
structural subordination at the ultimate holding company. This
structural subordination is mitigated by both the diversification
of businesses and by the commitment to maintain significant levels
of cash at the parent company.

The following factors could lead to an upgrade of Fairfax's
ratings: 1) adjusted financial leverage consistently less than 30%
and earnings coverage (excluding realized gains/losses)
consistently above 4x; 2) reduction in risk at Fairfax's runoff
operations; 3) aggregate combined ratios consistently less than
100%; and 4) an upgrade of the stand-alone credit profile of the
company's lead operating P&C and/or reinsurance companies. Factors
that could lead to a downgrade of the ratings include: 1)
substantial reduction of holding company liquidity to less than
$750 million (or less than 3x total fixed charges); 2) adjusted
financial leverage consistently above 35% and earnings coverage
(excluding realized gains/losses) consistently less than 2x; 3)
significant adverse reserve development at Fairfax's run-off or
ongoing operating subsidiaries (greater than 2% of net reserves);
and/or a 4) downgrade of the stand-alone credit profile of the
company's lead operating P&C and/or reinsurance companies.

The following ratings have been assigned:

Assignments:

  Issuer: Fairfax Financial Holdings Limited

    Senior Unsecured Regular Bond/Debenture Oct 14, 2022,
    Assigned Baa3

    C$2 billion Multiple Seniority Shelf, Assigned (P)Baa3 for
    senior unsecured debt

    C$2 billion Multiple Seniority Shelf, Assigned (P)Ba1 for
    subordinated debt

    C$2 billion Multiple Seniority Shelf, Assigned (P)Ba2 for
    preferred shares (non-cumulative)

    C$2 billion Multiple Seniority Shelf, Assigned (P)Ba2 for
    preferred shares

Fairfax is an insurance and financial services holding company
that offers P&C insurance products through its reinsurance and
insurance operating subsidiaries. Fairfax has four primary
operating companies: Odyssey Re Holdings Corporation (A3 insurance
financial strength (IFS) rating of Odyssey Reinsurance Company,
positive outlook); Crum & Forster Holdings Corp (principal
insurance subsidiaries Baa1 IFS rating, stable); Zenith National
Insurance Corporation (A3 IFS rating of Zenith Insurance Company,
stable), and Northbridge Financial Corp. (not rated). Fairfax also
has a sizable runoff business including TIG Insurance Company, and
UK-based RiverStone Insurance (both not rated). The company also
engages in internal reinsurance activities, primarily through its
CRC Insurance Limited and Wentworth subsidiaries (not rated),
depending on the pricing environment. Fairfax Asia, which includes
three subsidiaries (not rated), represented around 4% of net
premium written and 16% of underwriting profit for the first nine
months of 2012.

Fairfax is headquartered in Toronto, Canada. For the first nine
months of 2012, Fairfax generated total revenues of $5.3 billion
and net income attributable to Fairfax of $128 million.
Shareholders' equity attributable to Fairfax was $8.5 billion as
of September 30, 2012.

The methodologies used in this rating were Moody's Global Rating
Methodology for Property and Casualty Insurers published in May
2010, and Moody's Global Rating Methodology for Reinsurers
published in December 2011.


FLAGSHIP FRANCHISES: Patient Care Ombudsman Not Needed
------------------------------------------------------
Bankruptcy Judge Kathleen H. Sanberg ruled that a patient care
ombudsman is not necessary for the protection of the clients of
Flagship Franchises of Minnesota, LLC and Flagship Franchises of
Minnesota, Inc.

A copy of the Court's Jan. 4, 2013 Memorandum and Opinion is
available at http://is.gd/14Bs5tfrom Leagle.com.

Flagship Franchises of Minnesota, LLC, operates an adult
healthcare day center in Savage, Minnesota, and provides in-home
adult day care services for chronically ill and vulnerable adults,
including adults with Alzheimer's, Parkinson's, and brain
injuries.  It conducts business under the assumed name "Sarah
Adult Day Services" and began operating in July 2002.

Flagship Franchises of Minnesota LLC filed a Chapter 11 bankruptcy
petition (Bankr.D. Minn. Case Nos. 12-36898 on Dec. 12, 2012,
listing $162,229 in assets and $1,552,906 in debts.  Flagship
Franchises of Minnesota Inc. also sought Chapter 11 protection
(Bankr. D. Minn. Case No. 12-36900), listing under $1 million in
both assets and debts.

Judge Kathleen H. Sanberg oversees the bankruptcy cases.  Edwin H.
Caldie, Esq., at Leonard, Street and Deinard, represent the
Debtors.

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mnb12-36898.pdf The petition was signed
by Deborah Delaney, founder and manager.


FREESEAS INC: Supreme Court OKs Settlement with Hanover
-------------------------------------------------------
The Supreme Court of the State of New York, County of New York, on
Jan. 14, 2013, entered an order approving, among other things, the
fairness of the terms and conditions of an exchange pursuant to
Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with a stipulation of settlement between FreeSeas Inc.,
and Hanover Holdings I, LLC, in the matter entitled Hanover
Holdings I, LLC v. FreeSeas Inc., Case No. 654474/2012.

On Dec. 21, 2012, Hanover commenced the Action against the Company
to recover an aggregate of $305,485 of past-due accounts payable
of the Company, which Hanover had purchased from certain vendors
of the Company pursuant to the terms of separate claim purchase
agreements between Hanover and each of those vendors, plus fees
and costs.  The Assigned Accounts relate to certain maritime
services provided by certain vendors of the Company and certain
investor relations and financial communications services provided
by a vendor of the Company.  The Order provides for the full and
final settlement of the Claim and the Action.  The Settlement
Agreement became effective and binding upon the Company and
Hanover upon execution of the Order by the Court on Jan. 14, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, the Company issued and delivered to Hanover 1,375,000
shares of the Company's common stock, $0.001 par value.  Giving
effect to that issuance, the Settlement Shares represent
approximately 8.37% of the total number of shares of Common Stock
presently outstanding.  The Settlement Agreement provides that the
Settlement Shares will be subject to adjustment on the 36th
trading day following the date on which the Settlement Shares were
initially issued to reflect the intention of the parties that the
total number of shares of Common Stock to be issued to Hanover
pursuant to the Settlement Agreement be based upon a specified
discount to the trading volume weighted average price of the
Common Stock for a specified period of time subsequent to the
Court's entry of the Order.

A copy of the Court's Order is available for free at:

                        http://is.gd/9IxO2P

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of Oct.
12, 2012, the aggregate dwt of the Company's operational fleet is
approximately 197,200 dwt and the average age of its fleet is 15
years.

As reported in the Troubled Company Reporter on July 18, 2012,
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, expressed substantial doubt about FreeSeas'
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 recurring operating losses and has a working capital
deficiency.  "In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements with banks."

The Company's balance sheet at June 30, 2012, showed
US$120.8 million in total assets, US$104.1 million in total
current liabilities, and shareholders' equity of US$16.7 million.


FREESEAS INC: Hanover Holdings Discloses 8.4% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hanover Holdings I, LLC, and Joshua Sason disclosed
that, as of Jan. 14, 2013, they beneficially own 1,375,000 shares
of common stock of FreeSeas, Inc., representing 8.37% of the
shares outstanding.

The 1,375,000 shares of common stock owned directly by Hanover
were acquired by Hanover pursuant to an order entered by the
Supreme Court of the State of New York, County of New York,
approving, among other things, the fairness of the terms and
conditions of an exchange pursuant to Section 3(a)(10) of the
Securities Act of 1933, as amended, in accordance with a
stipulation of settlement between the Issuer and Hanover in the
matter entitled Hanover Holdings I, LLC v. FreeSeas Inc., Case No.
654474/2012.  Hanover commenced the Action against the Company on
Dec. 21, 2012, to recover an aggregate of $305,485 of past-due
accounts payable of the Company, which Hanover had purchased from
certain vendors of the Company pursuant to the terms of separate
claim purchase agreements between Hanover and each of such
vendors, plus fees and costs.

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

                        http://is.gd/26tWgO

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of Oct.
12, 2012, the aggregate dwt of the Company's operational fleet is
approximately 197,200 dwt and the average age of its fleet is 15
years.

As reported in the Troubled Company Reporter on July 18, 2012,
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, expressed substantial doubt about FreeSeas'
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 recurring operating losses and has a working capital
deficiency.  "In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements with banks."

The Company's balance sheet at June 30, 2012, showed
US$120.8 million in total assets, US$104.1 million in total
current liabilities, and shareholders' equity of US$16.7 million.


GENCORP INC: Moody's Confirms 'B1' CFR; Rates $460MM Notes 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has confirmed the B1 Corporate Family
Rating of GenCorp Inc. and lowered the Speculative Grade Liquidity
Rating to SGL-3 from SGL-2, concluding the review for possible
downgrade that commenced July 24, 2012. Concurrently a Ba3 rating
has been assigned to the planned $460 million of second lien notes
due 2021, the proceeds of which will help fund the pending
acquisition of Pratt & Whitney Rocketdyne, Inc. The rating outlook
is stable.

Ratings assigned:

  $460 million guaranteed second lien notes due 2021, assigned
  Ba3, LGD3, 38%

Ratings confirmed:

  Corporate Family, B1

  Probability of Default, B1-PD

  $0.2 million convertible subordinated notes due 2024, B3, to
  LGD6, 92% from LGD5, 87%

Ratings lowered:

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

Ratings Rationale

Confirmation of the B1 Corporate Family Rating heavily considers
the improved scale and market position expected to come from the
GenCorp/Rocketdyne combination. Good prospects exist for funding
resilience on missile and propulsion technologies, despite fiscal
austerity. Precision strike weapons play an integral role in the
US military and an increasing number of missile development
programs globally will drive ongoing investment levels. Space
launch prospects are helped by the growing role of satellites in
defense communications, navigation and ISR (intelligence,
surveillance, reconnaissance). Heavy lift and exploration should
support orders related to space vehicle launch as well.
Rocketdyne's intellectual property will raise GenCorp's prominence
in the missile segment, while greater scale will broaden the
revenue base over which fixed costs can be spread. Better overhead
cost efficiencies should facilitate future bidding prospects, a
competitive imperative as federal procurement reforms advance. A
good funded backlog level, not uncommon for contractors deriving
orders from procurement accounts but helpful to near-term earnings
visibility in a sequestration scenario, also helps the credit. Pro
forma for the transaction, debt to EBITDA (as of 8/31/12) would be
just above 6x, elevated for the B1 CFR, but the increase stems
mainly from Moody's estimate of pension underfunding, rather than
from funded debt. The acquisition itself, being valued at only
5.5x pro forma EBITDA and paid partially by cash on hand (about
$75 million), does not much raise leverage.

The Speculative Grade Liquidity rating has been lowered to SGL-3
from SGL-2, despite confirmation of the B1 CFR. GenCorp will
likely consume cash over the ensuing 12 months due to the high
level of planned capital spending. The high spending should
complete Rocketdyne's operational restructuring that was needed as
NASA's Space Shuttle program concluded and the company's revenues
fell. The capital spending will also cover roll-out of a new
enterprise reporting system at GenCorp, which should permit
greater efficiencies. In Moody's view, dependence (about $15
million is expected) on the revolving credit line will likely
develop over the next year, but good financial ratio covenant
cushion is expected. GenCorp will not likely be required to fund
its (closed) pension plan for the next year, which supports the
likelihood that borrowings under the revolver will probably not
rise much beyond $15 million.

The rating outlook is stable. Debt to EBITDA should improve to the
5x level by 2014 when free cash flow can be put toward debt
reduction and integration benefits begin taking hold. The stable
outlook anticipates that GenCorp's management will focus on the
considerable integration challenge ahead rather than on further
acquisition spending, and that liquidity should rise, by 2014.

Upward rating momentum is unlikely, but would depend on stable
backlog levels (pro forma for the acquisition), expectation of
debt to EBITDA sustained at 4x or less, free cash flow to debt in
the high single digit percentage range and good liquidity.
Downward rating pressure would mount with debt to EBITDA continued
above the mid-5x level beyond the near-term integration period,
backlog declines, or a prolonged period of low cash flow.

GenCorp Inc., produces propulsion systems for defense and space
applications and armament systems for precision tactical weapon
systems. Revenues for the twelve months ended 8/30/12 were
approximately $950 million.

The principal methodology used in rating GenCorp 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.


GENWORTH FINANCIAL: Moody's Downgrades IFS Rating to 'Ba2'
----------------------------------------------------------
Moody's Investors Service has confirmed the debt ratings of
Genworth Financial, Inc. ("Genworth"; NYSE: GNW, senior debt at
Baa3), with a stable outlook. The rating action follows the
company's announcement of a reorganization plan designed to reduce
the linkages of the holding company with Genworth's US Mortgage
Insurance (MI) operating companies. At the same time, Moody's
downgraded the insurance financial strength (IFS) ratings of
Genworth's US MI operating companies to Ba2 from Ba1, with a
negative outlook. The rating actions conclude a review for
downgrade that was initiated on June 27, 2012.

Moody's ratings on Genworth's US life insurance operating
companies (IFS at A3 / stable), Genworth Financial Mortgage
Insurance Pty Limited (Genworth Australia, IFS at A1 / on review
for downgrade) and Genworth Financial Mortgage Indemnity Limited
(Genworth Indemnity, IFS at A2 / on review for downgrade) are
unaffected.

Overview of Genworth's Reorganization Announcement

Moody's said the plan outlined by Genworth consisted of the
following actions: 1) A legal entity reorganization that includes
the creation of a new ultimate parent entity (New Parent) to
facilitate the separation of the US MI business from the holding
company that has issued the senior note obligations; 2) Creation
of the option, under certain conditions, to write future US MI
business using a new operating company (NewCo) structure; and 3)
Transfer of the ownership of the European MI operating
subsidiaries to Genworth Mortgage Insurance Corporation (GMICO).

According to the rating agency, the New Parent will own Genworth,
the old parent, as well as the US MI subsidiaries. Genworth's
outstanding senior and subordinated notes will remain obligations
of the old parent. As a result of the reorganization, under which
the old parent no longer owns the US MI subsidiaries, the latter
are no longer among the companies covered by the indenture
governing the old parent's senior notes. The reorganization, which
the company expects to be completed in the second quarter of 2013,
does not require shareholder or noteholder consent. North
Carolina, the state regulator for GMICO, has approved the plans.
The plans have also been filed with other regulators and are
subject to their approval, which the company expects to be
completed by the second quarter of 2013.

The NewCo option, discussed in the US MI section below, gives
Genworth the option to write new business out of a new operating
company in the unexpected event that business at GMICO
deteriorated significantly or significant additional capital is
required by its counterparties, effectively walling off GMICO's
existing liabilities and placing the entity into runoff. The
option to create NewCo has received requisite approvals from US
government sponsored enterprises (GSEs), the main regulator for
MIs. If Genworth created a new US mortgage insurance company under
the NewCo option, Genworth and GMICO would also have to meet
certain obligations, pursuant to the approvals granted by the
GSEs.

Ratings Rationale

Holding Company

Commenting on the confirmation of the holding company ratings of
Genworth, Moody's Senior Vice President Robinson said: "The plan
outlined by Genworth limits the potential downside impact of the
lower-rated US MI on the holding company and the rest of the
operations, thereby addressing the key rating concern that drove
the review for downgrade." The rating agency noted that since,
under the reorganization plan, stress losses in the US MI
operations should not pressure or require support from Genworth's
financial resources going forward, notching for holding company
debt will no longer be affected by the weaker creditworthiness of
the US MI business. Genworth's Baa3 senior debt rating is now 3
notches lower than the A3 IFS ratings of the company's life
insurance operating entities, the standard notching practice for
insurance groups.

Genworth ended the fourth quarter with approximately $1 billion of
cash and highly-liquid securities at the holding company. As part
of the actions outlined above, the company expects to contribute
about $100 million of cash to GMICO.

Moody's added that restoring dividend capacity for the life
entities is important from a holding company perspective,
especially as the company aims to sell off a portion of its
Australian MI business. In its US life operations, statutory
capital generation has been weak relative to peers, and the
company has a modest amount of unassigned surplus, which limits
dividend capacity to the holding company. Over the past year, the
company has taken and continues to take a number of steps to
increase unassigned surplus.

US Mortgage Insurance (GMICO)

Moody's said the downgrade of the IFS rating of Genworth Mortgage
Insurance Corporation (`GMICO'- collectively consolidated US MI
operating company affiliates) to Ba2 from Ba1, reflects the
expected weaker implicit parental support going forward under the
new holding company structure, which reduces the linkage between
GMICO and Genworth. GMICO's rating had previously benefited from
one notch of uplift from its stand-alone credit profile due to the
implicit financial support of the holding company. In addition,
under a stress scenario, Genworth could put GMICO into run-off and
use the NewCo to write new business, and that would limit GMICO's
future earnings from higher quality new production. Moody's
believes that while the capital infusion in connection with the
restructuring is expected to enhance GMICO's current capital
adequacy, it is not sufficient to offset the negative credit
pressure attributable to diminishing support from Genworth and the
potential for GMICO being placed into run-off.

The rating agency commented that GMICO's rating and negative
outlook reflect the firm's modest capitalization and its reliance
on regulatory forbearance to write new business. The negative
outlook also incorporates continued elevated mortgage
delinquencies, modest cures, and remaining uncertainty about the
role of private mortgage insurers amid ongoing housing market
reform, offset slightly by recent improved underwriting prospects.

Rating Drivers - holding company

The rating agency said the following could result in an upgrade to
Genworth's ratings: 1) Upgrade of Genworth's life insurance
subsidiaries; 2) Significant increase in cash flow diversity
available to the holding company.

Conversely, the following could place downward pressure on the
company's ratings: 1) Deterioration in credit profile of the US
life insurance or the international mortgage insurance operations;
2) Unassigned surplus at the US life operations is expected to be
less than $100 million as of year-end 2013; 3) Financial leverage
in excess of 30% and/or earnings coverage less than 2x on a
sustained basis; or 4) Failure to execute the reorganization plan.

Rating Drivers -- US mortgage insurance

The following factors could lead to a change in rating outlook to
stable from negative: 1) Ability to maintain new business flows
and to return to profitability; 2) Persistent lower new
delinquencies and robust cures; 3) A regulatory framework that
affirms the market opportunity for private mortgage insurers.

Conversely, the following factors could lead to a downgrade of
GMICO: 1) Material deterioration of risk to capital and statutory
loss ratio; 2) Non-renewal of GSE agreements and regulatory
forbearance; 3) Genworth elects the NewCo as its main mortgage
insurance writer, while placing GMICO into run-off.

The following ratings were confirmed with a stable outlook:

  Genworth Financial, Inc. - senior unsecured debt rating at Baa3,
junior subordinated debt rating at Ba1(hyb), provisional senior
unsecured shelf rating at (P)Baa3, provisional subordinate shelf
rating at (P)Ba1, provisional preferred shelf rating at (P)Ba2,
short-term debt rating for commercial paper at P-3;

  Genworth Seguros de Credito a la Vivienda - insurance financial
strength rating at Baa3, national scale insurance financial
strength rating at Aa3.mx.

The following ratings were downgraded with a negative outlook:

  Genworth Mortgage Insurance Corporation - insurance financial
strength rating to Ba2 from Ba1;

  Genworth Residential Mortgage Insurance Corporation of NC -
insurance financial strength rating to Ba2 from Ba1.

Genworth Financial, Inc., headquartered in Richmond, Virginia,
reported total assets of $114 billion and total stockholders'
equity, excluding noncontrolling interests, of $16.4 billion as of
September 30, 2012.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.

The methodologies used in this rating were Moody's Global
Methodology for Rating Mortgage Insurers published in December
2012 and Moody's Global Rating Methodology for Life Insurers
published in May 2010.

Moody's National Scale Ratings (NSRs) are intended as relative
measures of creditworthiness among debt issues and issuers within
a country, enabling market participants to better differentiate
relative risks. NSRs differ from Moody's global scale ratings in
that they are not globally comparable with the full universe of
Moody's rated entities, but only with NSRs for other rated debt
issues and issuers within the same country. NSRs are designated by
a ".nn" country modifier signifying the relevant country, as in
".mx" for Mexico. For further information on Moody's approach to
national scale ratings, please refer to Moody's Rating Methodology
published in October 2012 entitled "Mapping Moody's National Scale
Ratings to Global Scale Ratings".


GEOKINETICS HOLDINGS: Moody's Cuts PDR to 'D-PD' on Ch. 11 Filing
-----------------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
Rating (PDR) for Geokinetics Holdings USA, Inc. (GEOK) to D-PD
from Ca-PD. The company's Corporate Family Rating (CFR) and senior
secured notes rating were confirmed at Ca. The rating outlook was
changed to negative from under review for downgrade.

This rating action concludes the review for downgrade initiated on
December 18, 2012 following GEOK's decision not to make the
scheduled December 15, 2012 $14.6 million interest payment due on
its 9.75% senior secured notes. The 30-day grace period to cure
the technical default associated with not making its scheduled
interest payment expired on January 14, 2013.

Issuer: Geokinetics Holdings USA, Inc.

  Corporate Family Rating, Confirmed Ca

  Probability of Default rating, Downgraded to D-PD from Ca-PD

  US$300 million Senior Secured Notes, Confirmed Ca

  US$300 million Senior Secured Notes, Confirmed LGD4-51%

Ratings Rationale

This rating action is in response to the company's announcement on
January 15, 2013 that it entered into a restructuring plan under
Chapter 11 of Title 11 of the U.S. Bankruptcy Code for the
District of Delaware.

Shortly following these rating actions, Moody's will withdraw all
of GEOK's ratings (refer to Moody's ratings withdrawal policy on
moodys.com).

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

Geokinetics Holdings USA, Inc. is a wholly owned subsidiary of
Geokinetics Inc., whose debt it guarantees. Geokinetics Inc. is a
global provider of seismic data acquisition and processing
services, and is headquartered in Houston, Texas.


GHC NY: Chapter 11 Case Dismissed Due to "Bad Faith" Filing
-----------------------------------------------------------
Judge Robert E. Gerber has dismissed the Chapter 11 case of GHC NY
Corp., at the behest of Gerald Romanoff, sole officer and director
of the company.

Gerald Romanoff argues the bankruptcy petition was wholly
unauthorized, and filed in bad faith -- which both bolsters
"cause" for dismissal for lack of corporate authority and provides
separate "cause" for dismissal.  He said his son, Robert Romanoff,
retained counsel to file the Petition after he suffered a string
of losses in state court and six days after one judge in a
foreclosure action ordered Robert to pay back rent of over
$200,000 within 10 days of the order, and found that Robert's
"freeloading" for seven years in a building owned by GHC was at
least partly responsible for the foreclosure action against GHC's
Gansevoort Property.  In a classic case of forum shopping, Robert
filed the Petition and removed the foreclosure action to federal
court to avoid the state court ruling.  Moreover, the Petition was
also filed as the next battleground of his relentless, and to
date, unsuccessful, war to subvert the estate plan of his mother,
Sheryl Romanoff, to wrestle control of GHC away from father,
Gerald, and to deny his mother certain majority ownership rights
she has in GHC's parent company, New Roads.

Gerald Romanoff pointed out that the Bankruptcy Court is now the
fourth forum in which Robert seeks to fight with his parents over
GHC after having no success in multiple state court fora.

                           About GHC NY

GHC NY Corp. in New York filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 12-14031) on Sept. 25, 2012.  Robert R.
Leinwand, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck
P.C.  GHC NY estimated $10 million to $50 million in assets and
debts.  The petition was signed by Robert Romanoff, authorized
signatory.

The Debtor is owned by an entity named New Roads Realty Corp.,
which is ran by Robert Romanoff, who signed the Chapter 11
petition.  The Debtor sought Chapter 11 protection after Robert
Romanoff determined that the attempt of Gerald Romanoff to
transfer title to the Company's most valuable asset, the real
property and improvements located at 53-61 Gansevoort Street, new
York, New York, for inadequate consideration, would permanently
impair the Company's ability to pay its debts as they come due.

The resolution authorizing the bankruptcy filing said a pending
foreclosure proceeding against the Manhattan property and the real
property and improvements located at 501-511 Church Avenue,
Brooklyn, New York, without proper defenses thereto may cause
irreparable harm to the company.


GIBRALTAR INDUSTRIES: Moody's Affirms 'B1' CFR; Rates Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Gibraltar
Industries, Inc.'s proposed $210 million senior subordinated notes
due 2021. In the same rating action, the rating agency affirmed B1
corporate family rating and B1-PD probability of default rating.
The rating outlook is stable.

The following rating actions were taken:

Proposed $210 million senior subordinated notes due 2021, assigned
a B2 (LGD 5, 71%);

- B1 corporate family rating affirmed;

- B1-PD probability of default rating affirmed

Existing $204 million of senior subordinated notes due 2015,
affirmed at B2 (LGD 5, 71%), will be withdrawn at the close of its
refinancing

Speculative grade liquidity rating upgraded to SGL-2 from SGL-3

Ratings Rationale

The proceeds from the $210 million senior subordinated notes will
be designated for refinancing the company's current senior
subordinated notes due 2015. Because if its retirement, the
maturity of the company's bank credit facility will be extended
from June 2015 to October 2016.

The B1 corporate family rating reflects Gibraltar's heavy exposure
to residential and non-residential construction markets, the
potential for margins to remain pressured until these sectors
experience a sustainable recovery, and integration risks
associated with four acquisitions completed over the last 12
months. At the same time, the rating takes into consideration the
company's ability to generate strong and consistent free cash
flow, on-going efforts to eliminate redundancies through facility
consolidations, improved profitability relative to cyclical lows,
and good liquidity.

Gibraltar's good liquidity profile (SGL-2) is supported by a pro
forma cash balance that is sufficient given the size of the
company. At September 30, 2012, the cash balance stood at $71
million and was supplemented by a sizeable $200 million asset-
based revolver that was undrawn and had availability of
approximately $140 million. This availability reflected the
borrowing base less approximately $14 million of outstanding
letter of credit commitments. Also, the company continues to
generate strong positive free cash flow. The revolving credit
facility has only a fixed charge coverage covenant of 1.25 to
1.00, under which there was sufficient headroom at September 30,
2012. All assets are encumbered to secure borrowings under the
revolving credit facility.

The ratings could be downgraded if the company fails to sustain
adjusted EBITA margins above 5.0%, adjusted debt to EBITDA were to
remain above 5.0x, adjusted EBITA to interest expense were to
remain below 2.0x, or if housing were to again stumble and non-
residential construction markets were to deteriorate further over
the next 12 to 18 months.

A shift in Moody's expectations about non-residential construction
coupled with significant improvement in operating margins and
interest coverage could result in upgrade consideration.
Specifically, adjusted EBITA margins above 8%, adjusted debt to
EBITDA sustained below 4.0x and adjusted EBITA to interest expense
above 3.0x on a trailing 12 month basis could result in a positive
rating action.

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

Headquartered in Buffalo, NY, Gibraltar Industries, Inc.
("Gibraltar") is a manufacturer and distributor of products for
building markets. Approximately 50% of the company's mix is
derived from sales of residential building products, with the
balance from non-residential building markets. Products include
structural and architectural enhancements largely for homes and,
to a lesser extent, for low-rise retail, other commercial and
professional buildings, and a wide variety of other building
structures. With the acquisition of The D.S. Brown Company in
2011, Gibraltar's broadened its non-residential product offering
to include bridge and highway transportation infrastructure
products.


GIBRALTAR INDUSTRIES: S&P Affirms 'BB-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on Buffalo, N.Y.-based Gibraltar
Industries Inc.  The rating outlook is stable.

S&P also assigned a 'BB-' issue-level rating to the company's
proposed $210 million senior subordinated notes.  The recovery
rating on the proposed notes is '3', indicating S&P's expectation
for meaningful (50% to 70%) recovery in the event of payment
default under S&P's default scenario.  (For the complete
recovery analysis, see Standard & Poor's recovery report on
Gibraltar Industries Inc., to be published shortly on
RatingsDirect.)

"The ratings on Gibraltar Industries reflect our view of the
company's ''weak' business risk profile and 'significant'
financial risk profile," said Standard & Poor's credit analyst.
"Our business risk profile considers the building products
manufacturer's dependence on cyclical residential, industrial, and
construction end markets; high customer concentration; and
exposure to volatile raw materials costs."  These factors are
modestly offset by the company's good position in niche markets
and highly variable cost structure.  The financial risk assessment
incorporates our view that the company will maintain leverage
below 4x and 'strong' liquidity while continuing to pursue an
acquisitive growth strategy. Gibraltar Industries is a leading
manufacturer, processor, and distributor of products for the
building, highway, and bridge construction markets.  The company's
strategy is to target high market share opportunities in niche
products and be the low-cost provider in these markets.

"The rating outlook is stable, reflecting our belief that
Gibraltar's credit measures will remain consistent with recent
levels and the 'BB-' corporate credit rating, despite weak
residential and nonresidential markets.  We believe leverage will
stay below 4x, even after giving consideration to the company's
acquisition-driven growth strategy.  Moreover, our outlook
incorporates the company's strong liquidity position, favorable
debt maturity profile, good expected cushion regarding its fixed-
charge covenant, and ability to generate modest free cash flow,"
S&P said.

"We could lower the rating if credit measures weakened from
current levels such that leverage was likely to be maintained
between 4x and 5x.  This could occur if the recovery in
residential and nonresidential end markets reverses course or if
the company cannot pass through raw material costs following a
decline in demand.  We could downgrade Gibraltar if the company
pursued a more aggressive financial policy regarding its
acquisition growth strategy," S&P noted.

Based on S&P's view of the company's weak business risk profile
and acquisition driven growth strategy, an upgrade is viewed as
unlikely in the next year.


GREYSTONE LOGISTICS: Delays Form 10-Q for Nov. 30 Quarter
---------------------------------------------------------
Greystone Logistics, Inc., notified the U.S. Securities and
Exchange Commission regarding the delay in the filing of its
quarterly report on Form 10-Q for the period ended Nov. 30, 2012.
The Company's limited personnel and resources have impaired its
ability to prepare and timely file its Quarterly Report.

The net income for the six months and three months ended Nov. 30,
2012, is expected to be $1,103,544 and $136,777, respectively,
compared to $751,141 and $368,830, respectively, for the six
months and three months ended Nov. 30, 2011.

The net income to common stockholders for the six months and three
months ended Nov. 30, 2012, is expected to be $834,608, or $0.03
per share, and $2,603, or $0.00 per share, compared to $623,934,
or $0.02 per share, and $237,248, or $0.01 per share,
respectively, for the six months and three months ended Nov. 30,
2011.

The increase in net income for the six months ended Nov. 30, 2012,
compared to the six months ended Nov. 30, 2011, is primarily
related to an increase of approximately $70,000 in operating
income plus the recognition of a benefit from income taxes of
$209,300 for the six months ended Nov. 30, 2012, compared to no
benefit recognized in the six months ended Nov. 30, 2011.  The
decrease in net income for the three months ended Nov. 30, 2012,
compared to the three months ended Nov. 30, 2011, results
primarily from a decline in sales of approximately $1,154,000.

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

Greystone reported net income of $2.49 million for the year ended
May 31, 2012, compared with a net loss of $847,204 during the
prior fiscal year.

The Company's balance sheet at Aug. 31, 2012, showed
$13.08 million in total assets, $18.65 million in total
liabilities, and a $5.57 million total deficit.


HAMPTON CAPITAL: Final DIP Financing Hearing on Feb. 14
-------------------------------------------------------
Hampton Capital Partners, LLC, obtained interim approval of its
request to incur postpetition financing from its existing first-
lien lender, Bank of America.

The Court will conduct a final hearing on the DIP financing at
9:30 a.m., on Feb. 14, 2013, at Courtroom #2, U.S. Bankruptcy
Court, Second Floor, 101 S. Edgeworth Street, Greensboro, North
Carolina.  Objections to final approval of the DIP loans are due
Feb. 12.

Nothing in the Interim DIP order or the budget will affect in any
way the rights, claims or causes of action of INVISTA North
America S.a r.l., INVISTA Technologies S.a r.l. or the Debtor
concerning the alleged termination on Dec. 20, 2012, of a
Trademark License Agreement, dated as of July 1, 2008, as amended,
including, without limitation, by a Trademark License and
Restatement Agreement, dated as of Oct. 1, 2011, and a First
Amendment to the Trademark License and Restatement Agreement,
dated as of September 1, 2012, and all trademark licenses granted
by INVISTA to the Debtor under the Trademark Agreement, pursuant
to letter from INVISTA dated as of December 20, 2012.

As reported in the Jan. 11, 2013 edition of the TCR, Bank of
America, already owed $10 million on a first-lien debt, has agreed
to provide the Debtors liquidity to fund the Chapter 11 effort on
these terms:

  -- During the period from the Petition Date through and
including Feb. 8, 2013, the Debtor may obtain credit extensions
only to the extent necessary to avoid immediate and irreparable
harm to the Debtor, which will mean proceeds of DIP loan advances
(in) an aggregate amount of $2,624,119 sued for purposes specified
in the budget, and (ii) to reduce the amount of the prepetition
debt to the extent of use or sale of prepetition inventory.

  -- BofA will be granted, among other things, security interests
in the Debtor's assets, replacement liens, and administrative
priority status for the DIP obligations.

  -- The Debtor would be authorized to use proceeds of the DIP
loans to pay professional expenses, the DIP lender would committed
to fund certain "unwind expense".

                  About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

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

Northen Blue, LLP, serves as counsel to the Debtor.  Getzler
Henrich & Associates LLC is the financial consultant.


HAWKER BEECHCRAFT: Lines Up $600M for Bankruptcy-Exit Financing
---------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Bankruptcy & Debt
section, reported that Hawker Beechcraft Inc. said it has struck a
deal for $600 million in exit financing from lenders led by J.P.
Morgan Chase & Co. to take it out of Chapter 11 protection.

In court papers filed Friday, the aircraft manufacturer asked a
bankruptcy judge to let it commit to the financing deal with J.P.
Morgan "as soon as possible."  Hawker hopes to emerge from Chapter
11 protection by the end of March, the report said.

J.P. Morgan, which beat out three other rival lenders, would
underwrite, structure, arrange and syndicate the exit financing: a
$375 million senior secured term loan, which would mature in seven
years, and a $225 million secured revolving loan, which would
mature in five years, the report noted.

Hawker said it would use the term loan to pay off its $400 million
bankruptcy loan as well as for working capital.  The report added
that Hawker said it likely won't draw on the revolving loan until
after its restructuring and will use the cash to help support its
operations going forward.

To firm up the financing commitment, Hawker has asked the U.S.
Bankruptcy Court in Manhattan to let it pay fees to J.P. Morgan .
However, the company redacted the specific amount from public
court filings on the grounds that it is "highly sensitive" and
proprietary information, the report pointed out.

One of Hawker's financial advisers, Agnes K. Tang of Perella
Weinberg Partners, said in court papers that the fees are "fair
and reasonable" and "reflect market terms."

The report related that Hawker said it's been searching for
bankruptcy-exit financing since November, once the company's sale
plans fell apart and it became clear the company, one of the
world's largest makers of business jets, would have to reorganize
instead.

Superior Aviation Beijing Co. had tentatively offered $1.79
billion for Hawker's business, except for its defense assets, but
the two walked away from the deal in mid-October when they
couldn't agree on the final terms, the report recounted.

Hawker quickly turned its attention to its backup strategy of a
standalone restructuring, through which it's seeking to lighten
its debt load by about $2.5 billion and exit Chapter 11 under the
control of a group of hedge funds, which include Bain Capital's
Sankaty Advisors, Angelo Gordon & Co. and Centerbridge Partners.
The hedge funds would swap more than $920 million in debt for an
81.1% stake in the restructured company.  Senior bondholders,
unsecured creditors and the government's pension insurer would
share in the remaining 18.9% stake.

Hawker's restructuring plan is subject to bankruptcy-court
approval at a Jan. 31 hearing.

The Wichita, Kan., company, which plans to change its name to
Beechcraft Corp. upon emergence from Chapter 11, sought court
protection last May.

                     About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HEALOGICS INC: S&P Affirms 'B' CCR; Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Jacksonville, Fla.-based Healogics Inc.  The
outlook is stable.

At the same time, S&P assigned Healogics' proposed $30 million
first-lien revolving credit agreement and $290 million first-lien
term loan S&P's 'B' credit rating (the same as the corporate
credit rating), with a recovery rating of '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery of principal in
the event of payment default.

"We also assigned Healogics' proposed $110 million second-lien
term loan our 'CCC+' credit rating (two notches below the
corporate credit rating), with a recovery rating of '6',
indicating our expectation for negligible (0 to 10%) recovery of
principal in the event of payment default," S&P said.

"The rating on Healogics Inc., formerly National Healing Corp.,
reflects its "highly leveraged" financial risk profile.  We
believe Healogics' growth goals and financial policies of its
owners will keep leverage above 5x.  As of Dec. 31, 2012, we
estimate pro forma adjusted debt to EBITDA was about 5.3x,
slightly higher than actual adjusted leverage of 5.1x as of
Sept. 30, 2012.  In December 2012, we revised our business risk
assessment to "weak" from "vulnerable" because we believe the late
2011 transformative acquisition of Wound Care Holdings LLC (WC)
was successfully integrated.  The "weak" business risk profile
recognizes Healogics' good market position with a narrow operating
focus providing outsourced wound care to hospitals and the risk
that hospitals, now struggling to rein in costs, may impose less
lucrative contract terms on Healogics.  It operates about 500
specialized wound care centers in 44 states," S&P noted.


HICKOK INCORPORATED: Incurs $784,000 Net Loss in Fiscal 2012
------------------------------------------------------------
Hickok Incorporated filed on Jan. 14, 2013, its annual report on
Form 10-K for the fiscal year ended Sept. 30, 2012.

According to the regulatory filing, the Company has suffered
recurring losses from operations during the past several years due
primarily to decreasing sales of existing product lines and a
general economic downturn in all markets the Company serves.  "The
resulting lower sales levels have impacted the Company's accounts
receivable and cash balances, if this situation continues it may
prevent the Company from generating sufficient cash flow to
sustain its operations."

"The ability of the Company to continue as a going concern is
dependent on improving the Company's profitability and cash flow
and securing additional financing if needed.

"Management believes that the actions presently being taken by the
Company will provide the stimulus for it to continue as a going
concern, however, because of the inherent uncertainties there can
be no assurances to that effect."

The Company reported a net loss of $783,966 on $4.8 million of net
sales for fiscal 2012, compared with a net loss of $672,535 on
$5.1 million of net sales for fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $3.2 million
in total assets, $888,096 in total current liabilities, and
stockholders' equity of $2.3 million.

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

Cleveland, Ohio-based Hickok Incorporated develops and
manufactures products used by companies in the transportation
industry.  Primary markets served are automotive, emissions
testing, aircraft, and locomotive with sales both to original
equipment manufacturers (OEM's) and to the aftermarkets.  The
Company generated approximately 66% of its fiscal 2012 revenue
from designing and manufacturing diagnostic tools for automotive
diagnostics and testing.


HORSHAM 410: Chapter 11 Case Dismissed After Failing to File Docs
-----------------------------------------------------------------
Judge Jean K. FitzSimon has ordered the dismissal of the Chapter
11 case of Horsham 410, LLC, after the Debtor failed to file
documents required by the Court.  The Debtor was previously
ordered by the Bankruptcy Court to file the documents on Oct. 24,
2012, and extended the filing deadline to Nov. 20, 2012.

Horsham 410, LLC, owns and operates commercial real estate located
at 410 Horsham Road, Horsham, Montgomery County, Pennsylvania.
The Property is currently rented to two tenants under lease.
Horsham 410 LLC filed a Chapter 11 petition (Bankr. E.D. Pa. Case
No. 12-19941) in Philadelphia on Oct. 23, 2012.  The Debtor, a
Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B),
estimated at least $10 million in assets and liabilities.

Judge Jean K. FitzSimon presides over the case.


IMH FINANCIAL: Amends Bylaws to Protect NOL Carryforwards
---------------------------------------------------------
IMH Financial Corporation amended its Bylaws and restated them in
full to, among other things, provide authority to the Board of
Directors to protect the Company's net operating loss
carryforwards and certain other tax attributes, and include
provisions restricting transfers of the Company's capital stock to
5.0% stockholders or to stockholders who become 5.0% stockholders
upon that transfer.  A copy of the Amended Bylaws is available for
free at http://is.gd/CWUH4T

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

The Company reported a net loss of $35.19 million in 2011, a net
loss of $117.04 million in 2010, and a net loss of $74.47 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $228.93
million in total assets, $86.63 million in total liabilities and
$142.30 million in total stockholders' equity.


INTERFAITH MEDICAL: Committee Hiring A&B as Bankruptcy Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Interfaith
Medical Center, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of New York for authorization to retain Alston &
Bird LLP, nunc pro tunc to Dec. 13, 2012, the date the firm was
selected to represent the Committee in the Debtor's case.

Alston & Bird's services will include, without limitation,
assisting, advising, and representing the Committee with respect
to the following matters:

  (a) the administration of this case and the exercise of
      oversight with respect to the Debtor's affairs including all
      issues arising from or impacting the Debtor or the Committee
      in the Debtor's  Chapter 11 case;

  (b) the preparation on behalf of the Committee of all necessary
      applications, motions, orders, reports, and other legal
      papers;

  (c) appearances in this Court to represent the interests of the
      Committee;

  (d) the negotiation, formulation, drafting, and confirmation of
      any plan of reorganization or liquidation and matters
      related thereto;

  (e) The exercise of oversight with respect to any transfer,
      pledge, conveyance, sale, or other liquidation of the
      Debtor's assets;

  (f) The investigation as the Committee may desire concerning,
      among other things, the assets, liabilities, financial
      condition, and operating issues concerning the Debtor that
      may be relevant to the case;

  (g) The communication with the Committee's constituents and
      others as the Committee may consider desirable in
      furtherance of its responsibilities; and

  (h) The performance of all of the Committee's duties and powers
      under the Bankruptcy Code and the Bankruptcy Rules or as may
      be ordered by the Court.

The current hourly rates charged by Alston & Bird for attorneys
and paralegals are:

          Partner        $625 to $1,150
          Counsel        $625 to $935
          Associate      $390 to $695
          Paralegal      $205 to $315
          Case Clerk     $205 to $210

Craig Freeman, Esq., and Martin J. Bunin, Esq., are the A&B
bankruptcy partners who will be the primary partners on this
matter, and their hourly rates for this matter are $730 and $825,
respectively.

To the best of the Committee's knowledge, information, and belief,
Alston & Bird LLP is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code in that Alston &
Bird:

  (a) is not a creditor, an equity security holder, or an insider;

  (b) is not and was not, within two years before the date of the
      filing of the petition, a director, officer, or employee of
      the Debtor; and

  (c) does not have an interest materially adverse to the interest
      of the estate or of any class of creditors or equity
      security holders, by reason of any direct or indirect
      relationship to, connection with, or interest in, the
      Debtor, or for any other reason.

The hearing on the Committee's motion will be held on Feb. 11,
2013, at 2:00 p.m.  The objection deadline is Feb. 4, 2013, at
5:00 p.m.

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor estimates assets
and debts at $100 million to $500 million.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.

Alston & Bird LLP is the proposed counsel for the Official
Committee of Unsecured Creditors.


JAS & ASSOCIATES: Plan Outline Fails to Pass Muster
---------------------------------------------------
Bankruptcy Judge Thomas J. Tucker said he cannot grant preliminary
approval of the disclosure statement explaining the plan of
reorganization filed by JAS & Associates, Inc., citing problems,
which the Debtor must correct.

The Court wants the amended plan documents filed no later than
Jan. 16, 2013.

The Debtor on Jan. 2, 2013, filed a plan and disclosure statement,
in a document entitled "Third Amended Combined Plan and
Disclosure."  The errors include a wrong caption: Instead of the
caption saying "Third Amended Combined Plan and Disclosure," it
should have said "Third Amended Combined Plan and Disclosure
Statement."

The Debtor also must correct inconsistencies.  The Court noted
that in Section VI of the Disclosure Statement on page 16, the
Debtor lists the secured claim of the Internal Revenue Service as
$61,267.73.  But in the section of the Plan concerning the
treatment of the Internal Revenue Service's secured claim, Class 1
on page 23, the Debtor appears to state that the amount of the
secured claim is "$49,270.41 -- fully secured."  As another
example, in Section VI of the Disclosure Statement on page 17, the
Debtor appears to list the unsecured priority claim of the
Internal Revenue Service as $24,090.73, and then later in Section
VI on page 17 as $24,807.27.  But in the section of the Plan
concerning the treatment of the Internal Revenue Service's
priority claim, on page 27, the Debtor states that the amount of
the Internal Revenue Service's priority claim is $36,088.05.  The
Debtor does not list any general unsecured claim for the Internal
Revenue Service in Class 6, on page 26 of the Plan.

In Section VI on page 17 of the Disclosure Statement, the Debtor
lists "Administrative Claims (Class 1)."  The Debtor must delete
"Class 1" because administrative claims should not be classified
and are not in Class 1 in the Plan.

The Debtor also states in Section VIII of the Plan on page 23:
"$49,270.41 -- fully secured. The IRS has a lien on all assets of
the Debtor with a value of $113,235." But then on page 24, the
Debtor states; "Secured by blanket lien in all property of Debtor
with a value of $49,270.41."

The Debtor also must change "Class 8 -- Equity Interests of
Debtor" on page 26 of the Plan to "Class 7 -- Equity Interests of
Debtor."  The Debtor must state specifically when payments to each
class will begin (e.g., payments will begin on the 15th day of the
first month following the Effective date").

A copy of the Court's Jan. 11, 2013 Order is available at
http://is.gd/fvoxOnfrom Leagle.com.

JAS & Associates, Inc., dba Century Small Business Accounting,
filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
12-46922) on March 20, 2012, listing under $1 million in both
assets and debts.  A copy of the petition and list of creditors is
available at http://bankrupt.com/misc/mieb12-46922p.pdfand
http://bankrupt.com/misc/mieb12-46922c.pdf Donald C. Darnell,
Esq., serves as the Debtor's counsel.


LAGUNA BRISAS: Wins Right to Use Cash Collateral Through Feb. 28
----------------------------------------------------------------
Wells Fargo Bank, N.A., as Trustee for the registered holders of
Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006-3; Byron Chapman, as state
court receiver; Kay Nam Kim; and Mehrdad Elie, entered into a
fifth stipulation to extend the receiver's continued interim use
of cash collateral through and including Feb. 28, 2013, to permit
the Receiver to continue using cash collateral in accordance with
the budget.

Wells Fargo is represented by:

         Jennifer L. Nassiri, Esq.
         Keith C. Owens, Esq.
         VENABLE LLP
         2049 Century Park East, Suite 2100
         Los Angeles, CA 90067
         Tel: (310) 229-9900
         Fax: (310) 229-9901
         Email: kowens@venable.com
                jnassiri@venable.com

                        About Laguna Brisas

Laguna Beach, California-based Laguna Brisas, LLC doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Campbell, since Oct. 3, 2011.

M. Jonathan Hayes, Esq., at the Law Office of M. Jonathan Hayes
represents the Debtor in its restructuring effort.  The Debtor
disclosed $15,097,815 in assets and $13,982,664 in liabilities.
The petition was signed by Dae In "Andy" Kim, managing member.

The Debtor's Plan provides that Wells Fargo Bank will be
paid in full, at a contract interest rate of 6.23%, or roughly
$57,000 per month.  General unsecured claims will be paid in full,
pro-rata, in monthly installment of $43,000 over 58 months.
General unsecured claims, which are impaired under the Plan, are
estimated to aggregate $2.475 million.


LAKERIDGE CENTER: Second Amended Reorganization Plan Confirmed
--------------------------------------------------------------
The Hon. Gregg W. Zive has confirmed the second amended plan of
reorganization plan filed by Lakeridge Centre Office Complex, LP.

The Plan will be funded in part by contribution from Blackwood
Canyon, LLC, a Nevada limited liability company managed by Byron
Topol.  The following contributions will be made in cash by
Blackwood Canyon, LLC:

     A. The sum necessary to pay administrative fees in this case
        estimated at approximately $200,000.

     B. The sum of approximately $105,000 to Class 2 and Class 3
        creditors (adjusted to equal 5% of Allowed Unsecured
        Claims and 5% of the Wells Fargo Deficiency Claim).

     C. The sum of $10,945 to pay the Washoe County Treasurer for
        an unpaid tax penalty due and owing.

The total sums to fund the Plan will be deposited into a
segregated trust account prior to plan confirmation, to be
disbursed upon confirmation of this plan.

Adequate protection payments in the amount of $300,000 paid to
Wells Fargo will be deposited into the Debtor's Reserve Account on
the Effective Date.  The Reserve Account funds will be used for
the purposes of tenant improvements, commissions, repairs, and
general capital improvements on the Office Property.

Based on the Debtor's assessment of economic conditions, the
Office Property will be marketed for sale at any time before the
Wells Fargo Due Date as the Debtor will deem as appropriate in its
business judgment.  The Debtor will list the Office Property for
sale with a licensed real estate broker.  The listing amount will
be determined by the Debtor, but will be in a minimum amount to
pay Wells Fargo in full, in accordance with the Plan, unless
otherwise agreed by Wells Fargo.

The Debtor may obtain new financing for the Office Property at any
time the Debtor deems advisable, but not later than the Wells
Fargo Due Date, in a sufficient amount to pay the entire balance
owed under the Wells Fargo Note, unless Wells Fargo agrees to a
reduced payment.

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

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

                     About Lakeridge Centre

Reno, Nevada-based Lakeridge Centre Office Complex, LP, owns a
commercial office complex and vacant property located in Southwest
Reno, Nevada. Lakeridge Centre filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-53612) on Sept. 8, 2010,
estimating assets and debts at $10 million to $50 million as of
the Chapter 11 filing.  Affiliates West Shore Resort Properties
III, LLC (Bankr. D. Nev. Case No. 10-51101) and West Shore Resort
Properties, LLC (Bankr. D. Nev. Case No. 10-50506) filed separate
Chapter 11 petitions.


LAUSELL INC: Can Access Bank's Cash Collateral Until March 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Lausell, Inc., to use Firstbank Puerto Rico and
Citibank N.A.'s cash collateral and to pay critical vendor Alcan
Primary Products Company, LLC, in addition to the full amount of
Alcan's post-petition invoices, 10% thereof to be credited by
Alcan to its pre-petition claim.

The Banks have agreed to the extension of Debtor's authority to
use their cash collateral to allow the Debtor the time require to
finalize its application for a postpetition financing from the
Economic Development Bank for Puerto Rico in order to pay off the
loans with the banks, in a discounted pay off transaction ("DPO")
for a reduced amount of $6,300,000.

The total authorized use of cash collateral is $5,267,000 and will
be for the period of the week commencing on Dec. 13, 2012, and
ending on the earlier of (i) March 31, 2012, or (ii) 30 days after
the rejection or denial by the EDB of the financing being
requested by the Debtor.

As adequate protection, the Banks are granted replacement liens
and a postpetition security interest on all of the assets and
after acquired collateral of the Debtor.  As additional adequate
protection, the Debtor will make a payment to the Banks equivalent
to the daily rate of $1,035 to cover interest becoming due during
the term of the stipulation.  The Debtor will also make monthly
payments to the Banks of $5,000, for a total of $20,000 during the
period of this stipulation to cover accrued interest.

As additional adequate protection, the Banks are also granted a
superpriority claim, having priority over all administrative
expenses specified in Sections 503(b) and 507 of the Bankruptcy
Code.

                        About Lausell Inc.

Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr.
D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan,
Puerto Rico.  Lausell, also known as Aluminio Del Caribe, is a
manufacturer of windows and doors.

Bankruptcy Judge Mildred Caban Flores oversees the case.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, PSC, serves as
counsel to the Debtor.

The Bayamon, Puerto Rico-based company disclosed $34,059,950 in
assets and liabilities of $24,489,414 in its amended schedules.


LCI HOLDING: Can Employ Young Conaway as Conflicts Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
LCI Holding Company, Inc., to employ Young Conaway Stargatt &
Taylor, LLP, as conflicts counsel to the Debtors, effective as fo
the Petition Date.

Young Conaway will handle matters that the Debtors may encounter
which are not handled by lead bankruptcy counsel Skadden, Arps,
Slate, Meagher & Flom LLP, because of an actual or potential
conflict of interest, or, alternatively, which can be more
efficiently handled by Young Conaway.  The principal attorneys and
paralegal presently designated to represent the Debtors and their
standard hourly
rates are:

         David R. Hurst         $570
         Maris J. Kandestin     $390
         Morgan L. Seward       $295
         Troy Bollman           $150

                        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: Has Until Feb. 9 to File Schedules and Statements
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
LCI Holding Company, Inc., et al.'s time to filed their schedules
of assets and liabilities, and statement of financial affairs
until Feb. 9, 2013.

                        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 Debtors tapped
Huron Management Services LLC to provide an interim chief
financial officer and certain additional personnel and (ii)
designate the firm's Stuart Walker as interim CFO.  Kurtzman
Carson Consultants LLC serves as notice and claims agent.

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.

Robert A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the Official Committee of Unsecured Creditors.


MEADE INSTRUMENTS: Incurs $1.3MM Net Loss in Fiscal 2013 3rd Qtr.
-----------------------------------------------------------------
Meade Instruments Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.3 million for the three months ended
Nov. 30, 2012, compared with a net loss of $249,000 for the three
months ended Nov. 30, 2011.

The Company reported net sales of $5.7 million for the quarter
ended Nov. 30, 2012, a decrease of $1.5 million or 21% compared to
net sales of $7.2 million in the same period in the prior year.
"This decrease in net sales was generally attributable to a
reduction in net sales of low-end telescopes, spotting scopes and
microscopes which was due to increased competition from the
Company?s Chinese-owned competitors and a reduction in the amount
of demand for the products by consumers."

For the nine months ended Nov. 30, 2012, the Company had a net
loss of $2.7 million, compared with a net loss of $748,000 for the
nine months ended Nov. 30, 2011.  The Company reported net sales
of $13.8 million for the nine months ended Nov. 30, 2012, a
decrease of $3.8 million or 22% from net sales of $17.6 million in
the same period in the prior year.

The Company's balance sheet at Nov. 30, 2012, showed $13.3 million
in total assets, $5.8 million in total liabilities, and
stockholders' equity of $7.5 million.

According to the regulatory filing, the Company has incurred
significant recurring losses and negative cash flows from
operations which have resulted in reduced liquidity and a weakened
financial position as of Nov. 30, 2012.  "The Company also has
endured working capital problems caused by product development
delays during the past twelve months.  In addition, in January
2013, the Company's largest customer, and one additional customer,
notified the Company that they had unilaterally, and without prior
notice, decided to indefinitely hold payment of approximately
$0.6 million in accounts receivable, which will further reduce the
Company's already limited liquidity.  Due to these issues, the
Company's management now believes substantial doubt exists about
the Company's ability to continue as a going concern and that it
must modify the Company's business model and operations to reduce
spending to a sustainable level."

"Such actions could cause the Company to be unable to execute its
business plan, take advantage of future opportunities, respond to
competitive pressures or customer requirements.  It may also cause
the Company to delay, scale back or eliminate some or all of its
research and development programs, seek opportunities in a
strategic relationship or business combination, or to reduce or
cease operations."

A copy of the Form 10-Q is available at http://is.gd/mHbquK

Irvine, Calif.-based Meade Instruments Corp. is engaged in the
design, manufacture, marketing and sale of consumer optics
products, primarily telescopes, telescope accessories and
binoculars.


MEDIANNUAIRE HOLDING: 90% of Lenders Back Restructuring Proposal
----------------------------------------------------------------
Following the announcement on December 12, 2012 by MEDIANNUAIRE
HOLDING of the launch of the process for its lenders to vote on
its restructuring proposal, Mediannuaire Holding has already
obtained the consent of circa 90% of its senior lenders and of
100% of its mezzanine lenders.

Mediannuaire Holding is delighted with these very good
intermediary results and has decided to extend the voting period
in order to allow the lenders who have not yet cast their vote to
do so.

The crossing of the two-thirds threshold allows Mediannuaire
Holding, if it so wishes, to request the opening of accelerated
financial safeguard proceedings (procedure de sauvegarde
financiere acceleree) which would however be less profitable for
all parties involved than a restructuring on a unanimous basis.

In addition, the restructuring is no longer subject to any
condition, the consent of the majority of Pagesjaunes Finance & Co
SCA's bondholders with respect to Pagesjaunes Groupe's bond
documentation having been granted, as announced by Pagesjaunes
Groupe on last December 21.

The terms of the restructuring proposal provide the following
recovery rates(*):

-- 34.1% for the first lien lenders (other than RCF lenders and
CERBERUS), by allotment of Pagesjaunes Groupe shares and cash
payments,

-- 33.4% for the RCF lenders, by allotment of Pagesjaunes Groupe
shares and cash payments, their undrawn financing commitments
being cancelled,

-- 7.2% for the second lien lenders, by allotment of Pagesjaunes
Groupe shares only,

-- 2.6% for mezzanine lenders through the conversion of their debt
into MEDIANNUAIRE HOLDING shares.

As a reminder, on August 24, 2012, Mediannuaire Holding had
requested the consent of its lenders to temporarily waive their
right to request the interest due on 10 September 2012, 13
September 2012 and 24 October 2012 under the Mediannuaire Senior
Credit Agreement dated 10 October 2006.  This temporary waiver,
which had been granted unanimously by these lenders, expired at
the end of October and as at today's date, such interest remains
unpaid.

(*) In the context of a consensual restructuring and on the basis
of a Pagesjaunes Groupe share price of EUR1.59, used since July
2012 as a theoretical reference by the parties in their
discussions.


METRO FUEL: Kirkland & Ellis Approved as Lead Bankruptcy Counsel
----------------------------------------------------------------
The Hon. Elizabeth S. Stong U.S. Bankruptcy Court for the Eastern
District of New York authorized Metro Fuel Oil Corp., et al., to
employ Kirkland & Ellis LLP as lead counsel.

K&E is expected to, among other things:

   a. advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their businesses and properties;

   b. advise and consult on the conduct of the Chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11; and

   c. attend meetings and negotiate with representatives of
      creditors and other parties in interest.

Christopher J. Marcus, a partner at K&E, told the Court that the
hourly rates of the firm's personnel are:

          Partners                        $670 ? $1,045
          Of Counsel                      $560 ? $1,045
          Associates                      $370 ?   $750
          Paraprofessionals               $145 ?   $320
          Mr. Marcus                          $845
          Nicole L. Greenblatt                $795
          Benjamin J. Steele                  $670

The Debtors paid $200,000 to K&E as a classic retainer.  K&E
invoiced the Debtors for $150,000 on Sept. 5, 2012, $350,000 on
Sept. 17, and $363,212 on Sept. 25.

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

                         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: Taps AP Services as Crisis Managers and Provide CRO
---------------------------------------------------------------
Metro Fuel Oil Corp., et al., ask the U.S. Bankruptcy Court for
the Eastern District of New York for permission to:

   i) employ AP Services, LLC as crisis managers;

  ii) appoint APS's David Johnston as chief restructuring officer;
      and

iii) appoint APS's Thomas Studebaker as chief financial officer.

The Debtors relate that they retained AlixPartners, LLP, an
affiliate of APS, in late June 2012 to bring credibility and
transparency to their accounting and credit facility issues.

The Debtors believed it was critical to engage a CRO and CFO
to run the business through a certain restructuring process, which
includes the sale of the Debtors' assets on an expedited timeline.

APS has agreed to provide other APS personnel as necessary to
support Messrs. Johnston and Studebaker and the Debtors' existing
management team during the Chapter 11 cases.

Under the APS Engagement Letter, Mr. Johnston is responsible for
assisting the Debtor's senior management team in their
postpetition restructuring efforts, including negotiating with
parties-in-interest and coordinating the "working group" of
professionals who are or will be assisting the Debtors in the
restructuring processes or who are working for the Debtors'
stakeholders.  Additionally, Mr. Studebaker will serve as the CFO
of the Debtors, reporting to the board of directors, and directing
the Debtors' financial operations.  Mr. Studebaker is responsible
for assisting the Debtors' senior management team in the
management of their postpetition financial affairs.

The Debtors believe that Messrs. Johnston and Studebaker and the
additional personnel will not duplicate the services that are
being provided to the Debtors in the cases by any other
professionals.

The Debtors agreed to compensate Mr. Johnston $815 per hour; and
Mr. Studebaker $620 per hour.  the hourly rates of APS's
additional personnel are:

         Managing Directors                $815 - $970
         Directors                         $620 - $760
         Vice Presidents                   $455 - $555
         Associates                        $305 - $405
         Analysts                          $270 - $300
         Paraprofessionals                 $205 - $225

APS typically works for compensation that includes base fee and
contingent incentive compensation earned upon achieving meaningful
results.  In the instant case, APS seeks, as part of its fee
structure, a success fee composed of two components, (a) a fee of
$450,000, payable upon consummation of a Transaction or
confirmation of a chapter 11 plan of reorganization; and (b) a
recapitalization fee based on the refinancing of the Debtors' debt
or equity.

In connection with AlixPartners' retention as restructuring
consultants in the period leading up to the Commencement Date
under the AlixPartners Engagement Letter, the Debtors paid a
retainer of $200,000 to AlixPartners in four weekly installments
of $50,000 over the first four weeks of the engagement.
Subsequently, the Debtors increased AlixPartners' retainer by
$100,000, to a total retainer of $300,000, which was later
transferred to APS.  As of the Commencement Date, the outstanding
retainer amount was $230,000.  Pursuant to the AlixPartners
Engagement Letter, invoiced amounts have been recouped against the
retainer.  During the 90 days prior to the commencement of these
chapter 11 cases, the Debtors paid AlixPartners or APS a total of
$1,465,591.10 on account of services provided to the Debtors in
contemplation of, and in connection with, their restructuring.

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

                         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: Hires Carl Marks as Financial Advisor
-------------------------------------------------
Metro Fuel Oil Corp., et al., asked the U.S. Bankruptcy Court for
the Eastern District of New York for permission to employ Carl
Marks Advisory Group LLC as financial advisor and investment
banker nunc pro tunc to Oct 2, 2012.

CMAG agreed to:

   a. assist the Debtors' restructuring advisor AP Services, LLC,
      in connection with its exploration of prospective
      transactions;

   b. review the Debtors' business plan and other information in
      working with management and APS to stimulate interest among
      potential acquirers or merger candidates; and

   c. formulate and implement a strategy for identifying
      additional prospective acquirers, approaching them and
      ascertaining their level of interest in a transaction.

CMAG will be compensated in accordance with this fee structure:

   a. a fixed monthly advisory fee at the rate of $40,000 per
      monthly period, which will be payable in advance commencing
      from the date of the CMAG Agreement, and at the beginning of
      each subsequent monthly period in which financial advisory
      services are to be provided hereunder;

   b. a completion fee which will be paid in cash and earned in
      full and due upon the completion of each transaction with
      any party during the term of the CMAG Agreement or with any
      party introduced by CMAG or with whom CMAG has had
      discussions on behalf of the Debtors within twelve months
      from the date of termination of the CMAG Agreement;

   c. a retainer of $50,000 upon Court approval of the CMAG
      Agreement to be applied against unpaid fees and expenses, if
      any; and

   d. reimbursement for all reasonable expenses incurred by it
      in the performance of its duties, which will include travel,
      photocopying, business meals, delivery service, postage,
      vendor charges and other out-of-pocket expenses incurred in
      providing professional services, upon presentation of
      appropriate documentation therefore.

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

                         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.


MF GLOBAL: Stipulation on Securities Class Litigation Docketed
--------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court docketed a
stipulation regarding a securities class litigation filed by lead
plaintiffs The Virginia Retirement System and Her Majesty The
Queen In Right Of Alberta and pending in the U.S. District Court
(In re MF Global Holdings Limited Securities Litigation (MFGHL),
No. 11-cv-07866-VM.

The securities litigation was initially commenced by the filing of
a complaint on or about November 3, 2011 on behalf of certain
purchasers or acquirers of the publicly traded securities of MFGHL
and alleged violations of the federal securities laws by certain
of the Debtor's current and/or former officers and directors, the
report related.

According to documents filed with the Court, "This Stipulation is
being entered into in order to obviate the necessity at this time
for the Trustee and the Committee to object or to seek other
relief with respect to the Class POC, or for Lead Plaintiffs to
seek class certification...and to avoid unnecessary cost and
expense to the Parties and distraction to the efforts of the
Trustee and the Committee to otherwise maximize the value of the
estates of the Debtors," the report added.

                          About MF Global

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

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

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

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

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

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


MIRAMAR REAL ESTATE: Confirms Plan, Transfers Assets to Putman
--------------------------------------------------------------
Miramar Real Estate Management Inc. has confirmed a Plan of
Reorganization dated Aug. 13, 2012, that transfers the assets to
Banco Popular de Puerto Rico or its assignee on account of its
secured claim.

Together with the Disclosure Statement and Plan, the Debtor
requested approval of a settlement among the Debtor, its direct
subsidiary La Ciudadela de Santurce Inc., Banco Popular de Puerto
Rico as agent and lender and Banco Popular de Puerto Rico's co-
lenders.

As per the settlement, all of the assets of La Ciudadela de
Santurce, Inc. will be transferred to the Debtor, and the Debtor
will in turn sell, free and clear of liens, the aforesaid assets
to Putman Bridge Funding III, LLC's PBF-TEP Acquisitions, Inc.  In
consideration, the purchaser will pay BPPR the amount of
$60,000,000, subject to certain adjustments, to reduce the
existing claim of Banco Popular.  The purchaser will also make an
additional payment of $150,000 to the Debtor, which funds, as a
result of the agreement by BPPR to forebear from distributions on
its unsecured claim, will be distributed in accordance with the
confirmed Plan or further order of the Court.

The Plan also provides for the funding of certain carve-out
accounts.

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

                     About Miramar Real Estate

San Juan, Puerto Rico-based Miramar Real Estate Management Inc.
is a private corporation organized under the laws of the
Commonwealth of Puerto Rico.  Incorporated in 1990, Miramar began
its business providing administration services to the private
sector and government agencies.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 11-01786) on March 2, 2011.  Fausto D. Godreau
Zayas, Esq., at Latimer, Biaggi, Rachid & Godreau, LLP, serves as
the Debtor's bankruptcy counsel.  FPV & Galindez, CPAs, PSC, and
its principal, Marcos A. Claudio Agosto, serve as its external
auditors and restructuring advisors.  The Debtor estimated its
assets and debts at US$100 million to US$500 million.


MOBIVITY HOLDINGS: Robert Prag Discloses 8.4% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Robert B. Prag disclosed that, as of
Dec. 31, 2012, he beneficially owns 1,961,418 shares of common
stock of Mobivity Holdings Corp., formerly known as CommerceTel
Corporation, representing 8.4% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/XPWPFa

                      About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on Aug.
23, 2012.

Mobivity's balance sheet at Sept. 30, 2012, showed $4.53 million
in total assets, $11.10 million in total liabilities and a $6.56
million total stockholders' deficit.

M&K CPAs, PLLC, in Houston, Texas, expressed substantial doubt
about CommerceTel Corporation'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 incurred recurring operating losses and negative cash flows
from operations and is dependent on additional financing to fund
operations.


MOMENTIVE SPECIALTY: Obtains Amendments to Credit Facilities
------------------------------------------------------------
Momentive Specialty Chemicals Inc. obtained amendments to its
senior secured credit facilities to, among other things:

   (i) permit the incurrence of up to $1,100,000,000 aggregate
       principal amount of debt constituting first-priority senior
       secured debt, the net proceeds of which would be used to
       repay in full all term loans under the Company's senior
       secured credit facilities, to purchase any and all of its
       second-priority floating rate notes due 2014 and for
       general corporate purposes, including working capital;

  (ii) permit the incurrence of junior-priority debt that would be
       used, directly or indirectly, to redeem, purchase, exchange
       or retire loans of Momentive Specialty Chemicals Holdings
       LLC, the parent of the Company; and

(iii) modify certain other provisions of the senior secured
       credit facilities.

On Jan. 14, 2013, Hexion U.S. Finance Corp. and Hexion Nova Scotia
Finance, ULC, each a wholly owned subsidiary of the Company,
issued an additional $200,000,000 aggregate principal amount of
8.875% Senior Secured Notes due 2018 to the lenders holding the
Holdings Loans in reliance on Section 4(a)(2) under the Securities
Act of 1933, as amended.  The Notes were issued to those lenders
in exchange for the Holdings Loans, which were satisfied in full.

                      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.


MOMENTIVE SPECIALTY: Moody's Affirms 'B3' CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings (B3 Corporate
Family Rating - CFR) of Momentive Specialty Chemicals Inc. (MSC)
based upon its planned refinancing. If MSC completes the
refinancing as planned, the rating on Hexion U.S. Finance Corp.'s
6.625% first-priority senior secured notes due 2020 would be
lowered to B1 from Ba3, the rating on MSC's 8.875% senior secured
notes due 2018 (1.5 lien notes) would be lowered to Caa1 from B3
and the rating on its 9.0% second-priority senior secured notes
due 2020 would be lowered to Caa2 from Caa1. Additionally the
ratings on the debt that will be repaid would be withdrawn. The
outlook is stable. The assigned ratings are subject to receipt of
final documentation that is consistent with the draft
documentation provided.

MSC plans to add $1.1 billion of additional 6.625% First-Priority
Senior Secured Notes due 2020. Proceeds will be used to repay $913
million of its senior secured first lien term loan due 2015, $120
million of its second-priority senior secured floating rate notes
due 2014, pay related fees and expenses and provide a modest
amount of cash to the balance sheet. MSC also plans to replace its
revolving credit facility with a $400 million asset based
revolving credit facility (ABL facility). Finally MSC issued an
additional $200 million of 8.875% senior secured notes due 2018
(1.5 lien notes) and exchanged them for the outstanding term loans
at Momentive Specialty Chemicals Holdings LLC. Moody's assigned a
B3 rating to the additional $200 million 8.875% senior secured
notes due 2018; this rating will be downgraded along with the
rating on the initial 8.875% senior secured notes when the
refinancing is completed.

"This refinancing eliminates near-term maturities and greatly
increases Momentive's financial flexibility; however it is clearly
a negative for junior debt holders due to the increase in first
lien debt," stated John Rogers, Senior Vice President at Moody's.
"Additionally, the decline in financial performance in the second
half of 2012 has further weakened the company's credit profile."

Ratings Rationale

MSC's B3 Corporate Family Rating reflect its elevated leverage,
exposure to volatile commodities and the lack of consistent free
cash flow generation. The rating benefits from its size, product
and operational diversity, a seasoned management team that has
demonstrated the ability to successfully manage through difficult
end market conditions and a growing presence in Asia and Latin
America (although North America and Europe still account for over
70% of sales).

The rating on the first lien notes would be lowered to B1 due to
the presence of the ABL facility, which would have a first lien on
accounts receivable and inventory, as well as the increase in the
amount of first lien debt outstanding. The ratings on the
remaining secured debt would also be lowered by one notch due to
the increase in the first lien and 1.5 lien debt. The secured
notes will have a first lien on most of MSC's domestic assets
excluding the ABL collateral and a second lien on the domestic ABL
collateral.

The outlook remains stable despite MSC's weak credit metrics (pro
forma for the transaction) with Net Debt/EBITDA at 7.7x and
Retained Cash Flow/Net Debt of 4.7%. If the current trend of
revenue contraction and lower profitability in the Epoxy, Phenolic
and Coating Resins segment continues into the second half of 2013
or Net Debt/EBITDA rises above 8.0x, Moody's would likely change
the outlook to negative or lower the CFR.

MSC Speculative Grade Liquidity Rating of SGL-2 reflect its good
liquidity with the new $400 million ABL revolving credit facility
and over $300 million of cash on the balance sheet. The ABL
facility will not have a financial covenant until availability
falls below 12.5%. This refinancing will also greatly reduce any
long term debt maturities prior to 2018.

Ratings affirmed:

Momentive Specialty Chemicals Inc.

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

Borden Chemical

  Senior unsecured notes at Caa2 (LGD6, 91%); assessment will
  move to 95% upon completion of the planned refinancing

Ratings affirmed and will be downgraded upon completion of the
planned refinancing:

Hexion U.S. Finance Corp.

  Guaranteed senior secured first lien notes due 2020; these
  notes will be downgraded to B1 (LGD2, 25%) from Ba3 (LGD2, 18%)

Momentive Specialty Chemicals Inc.

  Guaranteed senior secured notes (1.5 lien) due 2018; these
  notes will be downgraded to Caa1 (LGD4, 63%) from B3 (LGD4,
  52%)

  Guaranteed senior secured second lien notes due 2020; these
  notes will be downgraded to Caa2 (LGD5, 85%) from Caa1 (LGD5,
  77%)

Ratings assigned and will be downgraded upon completion of the
planned refinancing:

Momentive Specialty Chemicals Inc.

  $200 million add-on guaranteed senior secured notes (1.5 lien)
  due 2018 at B3 (LGD4, 52%); these notes will be downgraded to
  Caa1 (LGD4, 63%)

Ratings affirmed and will be withdrawn upon completion of the
planned refinancing:

  Guaranteed senior secured credit facility due 2014

  Guaranteed senior secured term loan

  Guaranteed senior secured second lien floating rate notes due
  2014

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 (BPA), epichlorohydrin (ECH), versatic
acid and related derivatives.

The principal methodology used in rating Momentive 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.


MOMENTIVE SPECIALTY: S&P Affirms B- CCR & Sr. Secured Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Columbus, Ohio-based MSC.  In addition, S&P
affirmed its 'B-' senior secured debt rating on the company's
first-priority notes due 2020 and revised its recovery rating on
these notes to '4' from '3'.  The '4' recovery rating indicates
S&P's expectation of average (30% to 50%) recovery in the event of
a payment default.  The proposed offering increases the issue size
by $1.1 billion to $1.55 billion.

S&P affirmed all other issue and recovery ratings on the company
including its 'CCC+' senior secured debt and '5' recovery ratings
on the 8.875% senior secured notes due 2018, which are being
increased by $200 million to $1.2 billion.  The outlook is stable.

"MSC will use proceeds from the additional first-priority notes to
repay all its term loans maturing in 2015 and its second-lien
notes due 2014," said Standard & Poor's credit analyst Cindy
Werneth.

The ratings on MSC reflect what S&P considers to be the company's
"highly leveraged" financial profile and "weak" business risk
profile.

The stable outlook is predicated on free operating cash flow
continuing to be near breakeven levels or better on an annual
basis, and liquidity remaining adequate.  S&P expects credit
metrics to eventually and gradually improve with an upturn in the
global economy.  Particularly important to the company are the
housing, oilfield services (particularly natural gas), European,
and Asian markets.  Nevertheless, S&P could lower the ratings in
the near term if economic conditions worsen, or if other factors
cause the company to consume cash, thereby reducing liquidity
expectations, and leading to unsustainably high leverage.


MONEY TREE: Payout Plan Targets Company Executives
--------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that bankruptcy
attorneys handling what is left of Money Tree Inc. plan to go
after the closed Georgia payday lender's former executives who,
they claim, paid themselves handsomely while lying about the
company's financial health to the U.S. Securities and Exchange
Commission.

                         About Money Tree

Headquartered in Bainbridge, Georgia, The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree, estimated total $586,676, were to receive 95% of their
allowed claims.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.  Daniel D.
Sparks, Esq., Eric J. Breithaupt, Esq., and Bradley R. Hightower,
Esq., at Christian & Small LLP, represent the Trustee.


MONITOR COMPANY: Wants to Use $6.7-Mil. for Transition
------------------------------------------------------
Monitor Company Group Limited Partnership, filed a supplementary
motion for an order allowing it to use cash collateral to enable
fulfillment of post-closing obligations in connection with the
sale of substantially all of their assets to Deloitte Consulting
LLP and DCSH Limited.

The Debtor will use the cash collateral to fund the wind-down
account in an amount to the aggregate accrued DIP expenses, plus
$6,693,000 to be used in a manner consistent with the budget.

The APA requires that, after closing of the sale, the Debtors will
continue to operate under a transition services agreement.

The Debtors' prepetition long-term secured debt obligations total
$111 million.  About $50 million of that amount represents senior
secured obligations of the Debtors arising under a Fourth Amended
& Retstated Revolving Credit Agreement, dated as of Oct. 25, 2011,
by and among Monitor, as borrower, bank of America, N.A. as lender
and administrative agent, and Banc of America Securities, LLC, as
arranger.

As reported in the Troubled Company Reporter on Jan. 14, 2013,
Deloitte has acquired substantially all of the business of
Monitor, one of the world's leading strategy consulting firms.
This transaction combines Monitor's highly-influential brand,
strong thought leadership and top-notch talent with Deloitte's
extraordinary reach, access, and resources to solidify the
Deloitte network as a worldwide leader in strategy consulting.
Monitor's talent and assets will combine with Deloitte's
consulting strategy service lines and operate under the Monitor
Deloitte brand, resulting in a new global presence that will
redefine our industry. The transaction was completed following
approval by the Bankruptcy Court on Jan. 11, 2013.

                       About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


MONITOR COMPANY: Michael Ash Joins Creditors Committee
------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3 filed an
amended list of creditors appointed to the Committee of Unsecured
Creditors of Monitor Company Group Limited Partnership, et al.
Michael Ash replaced VHA Inc., of Irving, Texas in the Committee.

The Committee now consists of the following members:

     1. Dr. Reed K. Holden
        25 Barnes Hill Road
        Concord, MA 01742
        Tel: (978) 505-9449

     2. Intergreon, Inc.
        Attn: Michael Zuercher
        2011 Crystal Drive, Suite 200
        Alexandria, VA 22202
        Tel: (310) 375-9801
        Fax: (310) 375-9801

     3. Michael Ash
        214 N. Louise Street, Unit 15
        Glendale, CA 91206
        Tel: (310) 962-6924

                       About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee of Unsecured Creditors as counsel.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


MONITOR COMPANY: Can Employ McGladrey LLP as Tax Advisor
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Monitor Company Group Limited Partnership, et al., to employ
McGladrey LLP as tax advisor for the Debtors, effective as of
Nov. 29, 2012.

McGladrey LLP will provide tax consulting and analysis in
connection with the proposed transaction between Monitor Company
Group Limited Partnership and Deloitte Consulting LLP and
affiliate or, in the event other offers are received, proposed
transactions with other purchasers.  The initial phase of the work
will consider the tax ramifications to the partner group of the
proposed sale of assets.  The analysis will consider U.S. federal
tax consequences, state tax matters and the U.S. implications of
the sale of foreign assets.

Tax consulting services would include:


   1) preparation of tax filings,

   2) review of Debtor-prepared filings,

   3) preparation and/or review of supporting workpapers and
      analysis, and

   4) any related guidance and advice.

In the wind down phase, services would include:


   1) withdrawal from states and/or liquidation of entities,

   2) tax matters involving severance and other payments during
      the bankruptcy and wind down, and

   3) any related guidance and advice.

McGladrey will also assist in preparing tax related disclosures
for any disclosure statement filed in connection with a plan of
reorganization or plan of liquidation filed in the Debtors'
Chapter 11 bankruptcy cases.

McGladrey's services will be billed at McGladrey's standard rates
which are:

               Partner             $572
               Director         $317 to $459
               Manager          $257 to $405
               Staff            $130 to $180

                       About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee of Unsecured Creditors as counsel.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


MONITOR COMPANY: Committee Retains MFC as Financial Advisors
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Committee of Unsecured Creditors of Monitor Company Group
Limited Partnership, et al., to retain Mesirow Financial
Consulting, LLC, as financial advisors to the Committee nunc pro
tunc to Nov. 15, 2012.

MFC will render these professional services to the Committee,
among others:

   a. Assistance in the review of reports or filings as required
by the Bankruptcy Court or the Office of the United States
Trustee, including, but not limited to, schedules of assets and
liabilities, statements of financial affairs and monthly operating
reports;

   b. Review of the Debtors' financial information, including, but
not limited to, analyses of cash receipts and disbursements,
financial statement items and proposed transactions for which
Bankruptcy Court approval is sought;

   c. Review and analysis of the reporting regarding cash
collateral and any debtor-in-possession financing arrangements and
budgets;

   d. Review of bidding procedures and any asset purchase
agreements associated with the sale of the business in whole or in
part as administered under a Section 363 bankruptcy auction; and

   e. Evaluation of stalking horse bid associated with auction
proceeding.

MFS's hourly rates are: senior managing director, managing
director and director at $895 to $950, senior vice-president at
$725 to $795, vice president at $625 to $695, senior associate at
$495 to $595, associate at $295 to $445 and paraprofessional at
$160 to $250.

                       About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee of Unsecured Creditors as counsel.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


MORGANS HOTEL: JPMorgan Hikes Equity Stake to 9.3%
--------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, JPMorgan Chase & Co. disclosed that, as of
Dec. 31, 2012, it beneficially owns 2,934,261 shares of common
stock of Morgans Hotel Group Co. representing 9.3% of the shares
outstanding.  JPMorgan previously reported beneficial ownership of
2,253,524 common shares or a 7.3% equity stake as of Dec. 30,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/VOMIJI

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $87.95 million in 2011, a net
loss of $83.64 million in 2010, and a net loss of $101.60 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $577.02
million in total assets, $702.21 million in total liabilities,
$6.39 million in redeemable noncontrolling interest, and a
$131.58 million total deficit.


MSR RESORT: Gets OK to Obtain Additional $7-Mil. in Loans
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
in a sixth final order, authorized MSR Resort Golf Course LLC, et
al., to obtain additional secured, postpetition financing and
incur additional debt on a superpriority basis, up to the
aggregate principal amount of $7 million, pursuant to (i) the
Secured, Superpriority Debtor-in-Possession Credit Agreement,
dated as of March 21, 2011, among the DIP Facility Debtors, as
borrowers, MSR Resort Golf Course, LLC, as administrative
borrower, CNL DIP Recovery Acquisition, LLC, successor to Paulson
Real Estate Recovery Fund LP, and Five Mile Capital II CNL DIP
Administrative Agent LLC, as co-agents, and the lenders
thereunder.

The Debtors would use the funding as:

   a) working capital and general corporate purposes;

   b) payment of fees, costs, administration expenses and
      other expenses associated with the DIP Facility and the
      cases;  and

   c) interest payments to the mortgage lender.

Five Mile Capital II Equity Pooling LLC has indicated a
willingness to provide additional financing to the DIP Facility
Debtors in accordance with the Sixth DIP Amendment.

The amendment also provides that all DIP obligations will be
immediately due and payable on termination date; provided,
however, that the term "Calendar Maturity Date" will be Jan. 31,
2013.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant automatically perfected
security interests and liens in and on all of the DIP Collateral;
an allowed superpriority administrative expense claim in each of
the DIP Facility Debtors' respective cases, subject only to the
carve out.

The Debtors have not been able to obtain unsecured credit
allowable under Bankruptcy Code Section 503(b)(1) as an
administrative expense on more favorable terms and conditions than
those provided in the original DIP Credit Agreement, as amended by
the DIP Amendments, the Previous Final Orders and the sixth final
order.

A copy of the terms of the sixth amendment is available for free
at http://bankrupt.com/misc/MSRRESORT_dipfinancingorder.pdf

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

Bankruptcy Judge Sean H. Lane signed off on MSR Resort Golf Course
LLC's disclosure statement, clearing the resort owner to begin
soliciting votes for its Chapter 11 plan following a recent
agreement to sell off its five-resort portfolio for $1.5 billion.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


NATIONAL RETAIL: Fitch Ups $288MM Preferred Stock Rating from BB+
-----------------------------------------------------------------
Fitch Ratings has upgraded the credit ratings of National Retail
Properties, Inc. (NYSE: NNN) as:

-- Issuer Default Rating (IDR) to 'BBB+' from 'BBB';
-- $500 million unsecured revolving credit facility to 'BBB+'
    from 'BBB';
-- $1.2 billion senior unsecured notes to 'BBB+' from 'BBB';
-- $223 million senior unsecured convertible notes to 'BBB+' from
    'BBB';
-- $288 million preferred stock to 'BBB-' from 'BB+'.

The Rating Outlook is Stable.

Upgrade Rationale

The upgrade is driven by Fitch's expectation of leverage
sustaining at a level consistent with a 'BBB+' rating, coupled
with growth in the overall size of the triple net leased retail
portfolio that has contributed to declines in tenant and industry
concentration. The upgrade also reflects the company's flexible
funding profile, laddered debt maturity schedule, and strong
access to capital. NNN also has a strong management team. The
rating takes into account credit concerns including exposure to
non-necessity-based retailers that may be adversely affected
through retail demand cycles, as well as tenant credit risk.

Stable Leverage

In Fitch's view, NNN's leverage metrics are consistent with a
'BBB+' rating. Net debt-to-last 12 months recurring operating
EBITDA was 5.0x as of Sept. 30, 2012, down from 5.9x as of Dec.
31, 2011, and 5.7x as of Dec. 31, 2010. Leverage in 2011 and 2010
was skewed higher by the timing of acquisitions toward the latter
half of the year. Adjusting for this timing, leverage in both
periods would be approximately 5.0x. Leverage at Sept. 30, 2012
based on annualized 3Q'12 EBITDA was 4.7x and management targets
leverage on a normalized basis in the high 4.0x range.

Fitch expects leverage to remain in the 4.7x-5.0x range through
2014, which is consistent with the 'BBB+' IDR. In a more adverse
operating environment than currently anticipated by Fitch wherein
net operating income (NOI) declines by 3% in each of 2013 and
2014, leverage would decline to 5.5x in 2014, which would be at
the upper end of the range appropriate for the 'BBB+' rating.

Portfolio Growth Enhances Diversification

NNN's asset base has grown significantly over the past few years,
enhancing an already granular triple net leased retail property
portfolio. Recurring operating EBITDA grew to $277.4 million for
the TTM ended Sept. 30, 2012, from $205.7 million in 2009. As of
Sept. 30, 2012 the portfolio consisted of 1,530 properties
totaling 18.3 million square feet, up from 1,015 properties with
11.4 million square feet at Dec. 31, 2009.

Tenant diversification has improved, with the largest tenant
representing just 6.0% of annualized base rent (ABR), and the top
10 tenants representing 38.8% of ABR at Sept. 30, 2012. This is a
decline from 9.1% and 45.9%, respectively, as of Dec. 31, 2009.
The largest industry segment (convenience stores) represents 21.6%
of ABR as of Sept. 30, 2012, and is down from 26.7% at Dec. 31,
2009.

Stable Operating Performance

Occupancy was 97.9% as of Sept. 30, 2012, up from 97.2% as of
Sept. 30, 2011. NNN's fixed-charge coverage ratio (defined as
recurring operating EBITDA less recurring capital expenditures and
straight-line rents, divided by total interest incurred and
preferred stock distributions) was solid at 2.9x for the 12 months
ended Sept. 30, 2012, up from 2.8x for full year 2011. Fitch
expects fixed charge coverage to improve to just above 3.0x
through 2014 due to recent acquisitions at attractive spreads
(capitalization rates averaging 8.5%, approximately 450 basis
points (bps)over recent bond issuance), combined with long average
remaining lease terms of 12 years, stable occupancy and fixed
charges. In a more adverse operating environment than currently
anticipated by Fitch wherein NOI declines by 3% in each of 2013
and 2014, fixed charge coverage would decline to 2.7x in 2014,
which would be at the low end of the range appropriate for the
'BBB+' rating.

The company also has an Adjusted Funds from Operations (AFFO)
payout ratio of approximately 88% for the TTM ended Sept. 30,
2012. Fitch projects that the AFFO payout ratio will remain in the
mid-to-high 80% range, which is appropriate for the rating.

Strong Management Team

NNN has a long-term track record of astute implementation of its
business strategy that entails acquiring, owning, and investing in
single-tenant retail properties, generally under long-term triple
net leases.

Fitch views positively NNN's laddered debt maturity schedule,
which contributes to a liquidity coverage ratio of 1.6x for the
period Oct. 1, 2012 through Dec. 31, 2014. Fitch defines liquidity
coverage as liquidity sources divided by liquidity uses. Liquidity
sources include unrestricted cash, availability under the
company's unsecured revolving credit facility and expected
retained cash flow after dividends. Liquidity uses include debt
maturities, development expenditures and expected recurring
capital expenditures.

Access to Multiple Capital Sources

NNN's recent issuances include a $325 million 3.8% 10-year
unsecured notes offering in August 2012 at a yield of 3.98% and a
$287.5 million 6.625% series D preferred stock issuance which
refinanced the series C preferred that had a coupon of 7.375%.
Additionally, the company amended its unsecured revolving line of
credit, increasing the capacity by $50 million to $500 million,
expandable to $1 billion, with a borrowing rate of L + 117.5bps
(down from L + 150bps), and extended the maturity to 2016, with a
one-year extension option to 2017. Finally, the company
established an at-the-market (ATM) equity offering program in May
2012, with a total capacity to sell 9 million shares. YTD as of
Sept. 30, 2012, NNN has sold 2.3 million shares for net proceeds
of $65.4 million. These transactions highlight NNN's robust access
to various sources of capital on increasingly favorable terms.

NNN's unencumbered asset coverage of unsecured debt (based on a
9.0% capitalization rate on 3Q'12 annualized unencumbered NOI) was
2.6x as of Sept. 30, 2012. This level is adequate for the rating
and provides ample contingent liquidity for NNN.

Moderate Geographic Concentration

Texas represents 21.8% of ABR, with the next largest concentration
in Florida (9.2% of ABR). However, within both of these large
states, NNN's properties are well-distributed, mitigating the
geographic concentration risk.

Higher Risk Tenants

NNN's tenants include non-necessity-based retailers (e.g.
electronics, full-service restaurants, movie theatres, sporting
goods) and NNN may continue to experience tenant bankruptcies due
to the nature of the retail business. It is possible that some of
the locations leased to these tenants will be vacated in
bankruptcy, leading to lost revenue until a property is re-
tenanted, or a potential decline in value if the property is sold
vacant.

Notably, only two of the top 15 tenants are rated by Fitch, and
those tenants have speculative-grade ratings (AMC Entertainment -
IDR 'B'; Best Buy - IDR 'BB-'). The lower credit quality
highlights the risk of potential revenue losses.

Preferred Stock Notching

The two-notch differential between NNN's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with a 'BBB+' IDR. Based on Fitch's report 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis,' available on Fitch's Web site at www.fitchratings.com,
these preferred securities are deeply subordinated and have loss
absorption elements that would likely result in poor recoveries in
the event of a corporate default.

Stable Outlook

The Stable Outlook centers on Fitch's expectation that NNN's
credit metrics will remain consistent with a 'BBB+' rating over
the next 12-24 months. In addition, NNN's long-term triple net
leases (typically 15-20 years in term) and manageable lease
expiration schedule contribute to the stable cash flows of the
portfolio.

What Could Trigger A Rating Action

Fitch does not anticipate additional positive rating momentum in
the near term; however, the following factors may have a positive
impact on NNN's ratings and/or Outlook:

-- Fitch's expectation of fixed charge coverage sustaining above
    3.5x (coverage was 2.9x for the 12 months ended Sept. 30,
    2012);

-- Fitch's expectation of leverage sustaining below 4.0x
    (leverage was 5.0x as of Sept. 30, 2012);

-- Fitch's expectation of the ratio of unencumbered assets to
    unsecured debt based on a 9% capitalization rate, sustaining
    above 3.0x (this ratio was 2.6x as of Sept. 30, 2012).

The following factors may have a negative impact on NNN's ratings
and/or Outlook:

-- Fitch's expectation of fixed-charge coverage sustaining below
    2.7x;
-- Fitch's expectation of leverage sustaining above 5.5x;
-- Fitch's expectation of unencumbered asset-to-unsecured debt
    ratio sustaining below 2.4x;
-- A liquidity coverage ratio sustaining below 1.0x.


NATURAL PORK: Conway MacKenzie OK'd to Market Operating Assets
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa
authorized Natural Pork Production II, LLP to employ Conway
MacKenzie to market and sell operating assets, including those
identified as Crawfordsville, Brayton and South Harlan.  The Court
also ordered that the sale of the assets described as non-
operating, and including North Harlan, will not involve an
investment banker.

                 About Natural Pork Production II

Hog raiser Natural Pork Production II, LLP filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represent the IC Committee as
counsel.


NATURAL PORK: Court OKs Appointment of Chapter 11 Trustee
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa, in a
minutes of hearing held Dec. 10, 2012, ordered that a formal
ruling on the motion to appoint Chapter 11 trustee for Natural
Pork Production II, LLP, et al., will be entered into the record
telephonically.

As reported in the Troubled Company Reporter on Oct. 18, 2012, the
IC Committee requested for the appointment of a Chapter 11 trustee
for the Debtors.

The IC Committee is an unincorporated association which represents
persons who disassociated from Natural Pork Production II, LLP,
between March 28, 2008, and December 4, 2008, and became Creditors
in National Pork Production II, LLP, at the time of the
disassociation.  The persons represented by the IC Committee are
parties to a Settlement and Intercreditor Agreement dated November
30, 2011, between Natural Pork Production II, LLP.  The SIA
Agreement was entered into by Natural Pork Production II, LLP, and
the SIA parties to settle litigation after certain of the SIA
parties won the case of Cration Capital, L.P. and Kruse Investment
Company vs. Natural Pork Production II, L.L.P., in the Iowa Court
of Appeals No. 0-887/1-0608.

                 About Natural Pork Production II

Hog raiser Natural Pork Production II, LLP filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represent the IC Committee as
counsel.


NEXT 1 INTERACTIVE: Delays Form 10-Q for Nov. 30 Quarter
--------------------------------------------------------
Next 1 Interactive, Inc., notified the U.S. Securities and
Exchange Commission regarding the delay in the filing of its
quarterly report on Form 10-Q for the period ended Nov. 30, 2012.
The Company was not able to obtain all information prior to filing
date, the accountant was not able to complete the required
financial statements and management was not able to complete
Management's Discussion and Analysis of those financial statements
by Jan. 14, 2013.

                      About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

As reported in the TCR on June 21, 2012, Sherb & Co., LLP, in Boca
Raton, Florida, issued a "going concern" qualification on the
consolidated financial statements for the year ended Feb. 29,
2012.  The independent auditors noted that the Company had an
accumulated deficit of $66,983,176 and a working capital deficit
of $14,546,150 at Feb. 29, 2012, net losses for the year ended
Feb. 29, 2012m of $13,651,066 and cash used in operations during
the year ended Feb. 29, 2012, of $4,822,423.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

The Company's balance sheet at Aug. 31, 2012, showed $1.1 million
in total assets, $13.1 million in total liabilities, and a
stockholders' deficit of $12.0 million.


NEOGENIX ONCOLOGY: Has Until Jan. 22 to Propose Chapter 11 Plan
---------------------------------------------------------------
The Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland extended Neogenix Oncology, Inc.'s exclusive
periods to file the proposed Chapter 11 Plan until Jan. 22, 2013,
and to solicit acceptances of that plan until March 25.

                      About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean,
Virginia, serves as counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.

W. Clarkson McDow, Jr., U.S. Trustee for Region 4, appointed seven
members to the committee of equity security holders.

Sands Anderson PC represents the Official Committee of Equity
Security Holders.  The Committee tapped FTI Consulting, Inc., as
its financial advisor.


NET TALK.COM: Obtains Add'l $400,000 from 1080 NW 163rd Drive
-------------------------------------------------------------
Net Talk.com, Inc., received an additional advance of $400,000
pursuant to its existing lending facility with 1080 NW 163rd
Drive, LLC.

The additional advance of $400,000 was memorialized by a Future
Advance Promissory Note issued by the Company, which was
consolidated with an initial advance of $1,000,000 from 1080 NW
163rd Drive, LLC.  The Consolidated Promissory Note has an
aggregate principal balance of $1,400,000.

The Consolidated Promissory Note, among other matters, accrues
interest at 12% per annum, is payable in full on Nov. 29, 2014,
and is secured by the Company's corporate office building, located
at 1080 NW 163rd Drive, Miami Gardens, FL 33169.  Proceeds from
the additional advance of $400,000 were used for marketing and
general working capital.

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

The Company's balance sheet at Sept. 30, 2012, showed $5.58
million in total assets, $20.52 million in total liabilities,
$7.20 million in redeemable preferred stock, and a $22.15 million
total stockholders' deficit.

Net Talk.com incurred a net loss of $26.17 million for the year
ended Sept. 30, 2011, compared with a net loss of $6.30 million
during the prior year.


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

                       About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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


NPS PHARMACEUTICALS: Amends Third Quarter Form 10-Q
---------------------------------------------------
NPS Pharmaceuticals, Inc., has amended its quarterly report on
Form 10-Q for the period ended Sept. 30, 2012, that was originally
filed with the U.S. Securities and Exchange Commission on
November 9.  Certain portions of Exhibit 10.2 that were previously
redacted in the original filing have been unredacted.  In
addition, at the request of the SEC, Appendices 10 and 11 have
been attached to Exhibit 10.2.

Copies of the Exhibits are available at:

                        http://is.gd/kiiM9y
                        http://is.gd/ij3u7z
                        http://is.gd/emohKc

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS reported a net loss of $36.26 million in 2011, a net loss of
$31.44 million in 2010 and a net loss of $17.86 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $165.46
million in total assets, $212.20 million in total liabilities and
a $46.74 million total stockholders' deficit.


OCALA FUNDING: Has Until March 7 to Propose Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended Ocala Funding LLC's exclusive period to propose a chapter
11 plan until March 7, 2013, and to solicit acceptances for that
plan until May 6, 2013.

                        About Ocala Funding

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

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

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

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

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

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

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

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


OCWEN FINANCIAL: Moody's Affirms 'B1' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed Ocwen Financial Corporation's
(Ocwen) corporate family and senior secured ratings at B1. The
outlook for all ratings are stable.

Ratings Rationale

Ocwen's ratings reflect the company's extraordinarily rapid growth
balanced by the company's solid capital and leverage metrics for a
B1 rated financial services company. In addition, the ratings
reflect the company's solid track record as a non-prime
residential mortgage servicer along with its record of integrating
servicer acquisitions.

The ratings are also constrained by the fact that virtually all
new servicing volume is obtained through opportunistic bulk
acquisitions and that the company is a monoline financial services
company concentrating on the residential mortgage servicing
market. Management also has a history of exploring new ancillary
business opportunities, potentially distracting management from
its focus on the core servicing franchise.

On January 14, 2013, Ocwen announced their intention to obtain a
new $1.3 billion 5-year senior secured term loan to finance the
announced acquisition of certain mortgage servicing assets from
Residential Capital, LLC as well as to refinance the company's
current senior secured term loan facility.

On October 24, 2012 Ocwen announced that it was the successful
bidder of the servicing platform along with $160 billion in
servicing and subservicing rights at the bankruptcy auction of
Residential Capital, LLC.

Upon completion of the ResCap acquisition, Ocwen's servicing
portfolio will double and it will surpass US Bank and is projected
to become the sixth largest US residential mortgage servicer.
While the exposure to integration complexities and growing pains
is credit negative, the company's solid capital and leverage
metrics for a B1 rated financial services company along with its
solid track record and success at integrating other servicing
platforms.

Given the high rate of recent growth, an upgrade is unlikely at
this time. Negative ratings pressure could result if the company's
servicing performance or financial fundamentals weaken. Particular
focus will be on: a) the rate of amortization of the term loan b)
call center metrics, c) delinquency rates of the servicing
portfolio, d) cash reconciliation statistics.

Ocwen Financial, a publicly-traded company (NYSE: OCN), is a
provider of residential and commercial loan servicing, special
servicing and asset management services with headquarters in
Atlanta, Georgia.

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


OLYMPIC HOLDINGS: Plan Offers Payment to Unsecureds in 2 Years
--------------------------------------------------------------
Olympic Holdings, LLC, has filed a proposed Chapter 11 Plan of
Reorganization and explanatory Disclosure Statement.

J.P. Morgan Chase Bank, N.A., which claims to be owed $14,424,546
(including prepayment penalty of some $2,000,000) holds a first
priority deed of trust on the Debtor's Alameda Property.  Daaus
Funding, LLC, owed $624,000, holds a second priority deed of trust
on the Alameda Property.  The Daaus Funding debt is also a debt of
Golden Oak Partners, LLC, which is itself in a Chapter 11
proceeding before the Court, Case No. 12-33650).  Chase has
alleged in its Motion for Relief that the Alameda Property is
worth $13,500,000 which the Debtor believes is significantly
understated.

Pursuant to the Plan's terms, Chase's secured claim will be
amortized over a period of 30 years from the Effective Date, with
a balloon payment of all unpaid principal and all accrued but
unpaid interest on Dec. 31, 2018. The monthly payments will be
$57,805 per month, starting on the first day of the first month
following the Effective Date, estimated to be March 1, 2013.  The
Debtor will continue paying the monthly adequate protection
payment to the Bank until the Effective Date of the Plan.

The Debtor will pay Dauss the full amount of its Class 2 Claim
with 7% annual interest, amortized over 15 years, or $5,3930 per
month, starting on the first day of the first month following the
Effective Date, estimated to be March 1, 2013.

Holders of Class 5 Unsecured Claims will be paid in full over 24
months.  The monthly payments will be $1,666 and will begin on the
first day of the third month following the Effective Date,
estimated to be April 1, 2012.  The Debtor estimates that there
are approximately $40,000 of general unsecured debts other than
tenant deposits

The Debtor will fund the Plan from the tenant income it receives
from the lease of its real property.

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

      http://bankrupt.com/misc/olympicholdings.doc57.pdf

                      About Olympic Holdings

Beverly Hills, California-based Olympic Holdings, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-32707) on June 29, 2012, in Los Angeles.  The Debtor estimated
assets and liabilities at $10 million to $50 million.

Affiliates of the Debtor that filed separate Chapter 11 petitions
in the same Court are Wooton Group, LLC (Case No. 12-31323, filed
June 19, 2012) and Golden Oak Partners, LLC (Case No. 12-33650
filed July 9, 2012).

The Debtor is a California Limited Liability Company formed in
1996 which owns and manages real property.  This is a single asset
case.  The Debtor owns property comprised of three (3)
continguous, multi-tenant industrial/warehouse buildings located
at 4851 S. Alameda Street, in Los Angeles, California.

The law offices of M. Jonathan Hayes represents the Debtor as
general bankruptcy counsel.


ONE SILVER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: One Silver Tree, Inc.
        dba Jewelry Max International
        fka Team Family, Inc.
        250 Spring Street NW
        Suite 6N-319
        Atlanta, GA 30303-1101

Bankruptcy Case No.: 13-50928

Chapter 11 Petition Date: January 16, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Edward F. Danowitz, Jr., Esq.
                  DANOWITZ & ASSOCIATES, P.C.
                  300 Galleria Parkway, NW
                  Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  E-mail: edanowitz@danowitzlegal.com

Scheduled Assets: $107,345

Scheduled Liabilities: $1,006,381

A list of the Company?s 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ganb13-50928.pdf

The petition was signed by Yong H. Yang, CEO.


OPEN SOLUTIONS: Moody's Reviews 'Caa2' CFR for Possible Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Open Solutions
Inc.'s under review for possible upgrade following Fiserv, Inc.'s
announcement that it has acquired Open Solutions for $55 million
and assumed Open Solutions' debt. Moody's has withdrawn the
ratings for Open Solutions' senior secured credit facilities as
the bank facilities have been repaid.

Ratings Rationale

According to the terms of the Agreement and Plan of Merger, Fiserv
intends to repay Open Solutions' $325 million of senior
subordinated notes on February 13, 2013. If so, Moody's will
withdraw all Open Solutions debt ratings including the senior
subordinated notes. To the extent that Open Solutions' senior
subordinated notes remain outstanding beyond the contemplated
date, the ratings review would focus on the level of credit
support Fiserv provides to the senior subordinated debt and
structural considerations for the notes in the capital structure.

Moody's placed the following ratings under review for possible
upgrade:

  Issuer: Open Solutions, Inc.

     Corporate Family Rating -- Caa2

     Probability of Default Rating -- Caa2-PD

     $325 million of 9.75% senior subordinated notes due February
     2015 -- Caa3, LGD5 (86%)

Moody's has withdrawn the following ratings:

     $30 million senior secured revolving credit facility -- B3,
     LGD2 (27%)

     $539 million outstanding senior secured term loan facility
     due January 2014 -- B3, LGD2 (27%)

Headquartered in Glastonbury, Connecticut, Open Solutions Inc. is
a provider of data processing and information management software
and services to banks, thrifts and credit unions. The company is
owned by funds affiliated to The Carlyle Group and Providence
Equity Partners.

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


OVERSEAS SHIPHOLDING: Wants to Obtain $10-Mil. DIP Loan From OIN
----------------------------------------------------------------
Overseas Shipholding Group, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to obtain up to $10,000,000 in
debtor-in-possession postpetition financing from OSG
International, Inc.

The borrowers under the DIP facility are 1372 Tanker Corporation,
Alcesmar Limited, Alcmar Limited, Andromar Limited, Antigmar
Limited, Ariadmar Limited, Shirley Tanker Srl, Samar Tanker
Corporation, Leyte Product Tanker Corporation, and Rosalyn Tanker
Corporation.

The DSF Borrowers will use proceeds from the DSF DIP Facility
for working capital and other corporate needs, and paying certain
administrative costs, including certain fees and expenses of the
professionals retained by the Debtors, during the pendency of the
Chapter 11 cases.

Some of the material terms of the DSF DIP Facility are as shown
below:

Borrowers          :  The DSF Borrowers

Guarantor          :  None

DIP Lender         :  OSG International, Inc.

DIP Facility Amount:  $10,000,000

Fees               :  None

Interest Rate      :  Rate as in effect for the Loan and for the
                      applicable Interest Period or Interest
                      Periods plus 1.00%.

Collateral and
Priority           :  The liens and security interests under the
                      Security Documents (as defined in the DIP
                      Loan Agreement) have the senior status
                      afforded by Sections 364(c) and 364(d) of
                      the Bankruptcy Code.

The hearing on the motion has been scheduled for Jan. 24, 2013, at
9:30 a.m.  The Objection Deadline is Jan. 17, 2013, at 4:00 p.m.

A copy of the motion is available at:

             http://bankrupt.com/misc/osg.doc252.pdf

                    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: CEXIM Borrowers to Obtain $15-Mil. DIP Loan
-----------------------------------------------------------------
Overseas Shipholding Group, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to authorize certain debtors to
obtain up to $15 million in debtor-in-possession postpetition
financing from OSG International, Inc.

The CEXIM Borrowers are Delta Aframax Corporation, Epsilon Aframax
Corporation, Front President, Inc., Maple Tanker Corporation and
Oak Tanker Corporation.

The CEXIM Borrowers are five vessel-holding indirect subsidiaries
of OSG that entered into a Loan Agreement dated Aug. 10, 2009,
with the Export-Import Bank of China as original lender and
security agent, and OSG as guarantor (the"CEXIM Facility").
Borrowings under the CEXIM Facility financed the construction in
China of five vessels that carry crude oil or finished petroleum
products.  Each of the CEXIM Vessels is owned by a CEXIM Borrower.

As of the Petition Date, approximately $311,751,114.08 in
aggregate principal amount was outstanding under the CEXIM
Facility.

The CEXIM Borrowers will use the proceeds from the CEXIM DIP
Facility for working capital and other corporate needs, and paying
certain administrative costs, including certain fees and expenses
of the professionals retained by the Debtors, during the pendency
of the Chapter 11 cases.

Some of the material terms of the CEXIM DIP Facility are as shown
below:

Borrowers          :  The CEXIM Borrowers

Guarantor          :  None

DIP Lender         :  OSG International, Inc.

DIP Facility Amount:  $15,000,000

Fees               :  None

Interest Rate      :  Rate as in effect for the Loan and for the
                      applicable Interest Period or Interest
                      Periods plus 1.00%.

Collateral and
Priority           :  The liens and security interests under the
                      Security Documents (as defined in the DIP
                      Loan Agreement) have the senior status
                      afforded by Sections 364(c) and 364(d) of
                      the Bankruptcy Code.

The hearing on the motion has been scheduled for Jan. 24, 2013, at
9:30 a.m.  The Objection Deadline is Jan. 17, 2013, at 4:00 p.m.

A copy of the motion is available at:

             http://bankrupt.com/misc/osg.doc251.pdf

                    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: Wants Actions vs. Execs Halted During Ch. 11
------------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Overseas Shipholding
Group Inc. asked a Delaware bankruptcy judge Monday to halt a
series of putative class actions currently proceeding against its
top brass in New York federal court, claiming the securities suits
threaten to disrupt the shipping giant's Chapter 11
reorganization.

OSG, whose fleet of 111 oil tankers ranks among the world's
largest, said the four shareholder actions should be subject to
the bankruptcy court's automatic stay for while they are not aimed
directly at the company they are still harmful to its financial
well-being, the report said.

                    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.


PELICAN COVE: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pelican Cove of Lauderdale-by-the-Sea, LLC
        229 Hibiscus Ave.
        Fort Lauderdale, FL 33308

Bankruptcy Case No.: 13-10985

Chapter 11 Petition Date: January 16, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Susan D. Lasky, Esq.
                  2101 N Andrews Ave #405
                  Wilton Manors, FL 33311
                  Tel: (954) 565-5854
                  Fax: (954) 206-0628
                  E-mail: ECF@suelasky.com

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

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

A list of the Company?s 11 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/flsb13-10985.pdf

The petition was signed by Charles Bradford, manager.


PENNFIELD CORP: Creditors Balk at Cargill's Bid to Buy Mills
------------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
committee representing unsecured creditors in Pennfield Corp.'s
Chapter 11 case balked at the livestock-feed company's proposal to
sell two of its three mills for $8.5 million to Cargill Inc.

                        About Pennfield Corp

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

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

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

Pennfield filed official lists showing assets of $7.2 million and
liabilities totaling $26.1 million, including $11.3 million in
secured claims. Debt includes $10 million owing to secured lender
Fulton Bank NA.


PENSON WORLDWIDE: Wins OK for KCC as Claims and Notice Agent
------------------------------------------------------------
Penson Worldwide Inc. and its affiliates obtained an order
appointing Kurtzman Carson Consultants LLC as the claims and
noticing agent to assume full responsibility for the distribution
of notices and the maintenance, processing and docketing of proofs
of claim filed in their Chapter 11 cases.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be hundreds of
entities to be noticed at some point in the Chapter 11 cases.  In
view of the number of anticipated claimants and the complexity of
the businesses, the Debtors submit that the appointment of a
claims and noticing agent is both necessary and in the best
interests of the Debtors' estates and their creditors.

On account of its consulting services, KCC personnel will charge
based on a 25% discounted rate:

   Position                            25% Discounted Rate
   --------                            -------------------
Clerical                                   $30 to $45
Project Specialist                         $60 to $105
Technology/Programming Consultant          $75 to $150
Consultant                                 $94 to $150
Senior Consultant                         $169 to $206
Senior Managing Consultant                    $221

Weekend, holidays and overtime               Waived
Travel expenses and working meals            Waived

For its noticing services, KKC will charge $50 per 1,000 e-mails,
and $0.10 per page for electronic noticing.  For its claims
administration services, KCC will charge $0.10 per creditor per
month but is waiving the fee for its public website hosting
services.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company?s products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Files Chapter 11 Liquidation Plan
---------------------------------------------------
Penson Worldwide Inc. and its affiliates, just days after filing
for bankruptcy, filed a proposed Joint Liquidation Plan pursuant
to the terms of a restructuring support agreement negotiated with
second lien noteholders and convertible noteholders.

The Debtors have not filed the required explanatory disclosure
statement as of Jan. 16.

PWI was a borrower under a $50 million senior secured revolving
credit facility, but has completely paid down its obligations as
of March 31, 2012.  PWI is the issuer of $200 million in principal
amount of $12.5% senior second lien secured notes due 2017, with a
maturity date of May 15, 2017, with U.S. Bank N.A. serving as
indenture trustee.  PWI is also the issuer of $60 mililon in
principal amount of 8% senior convertible notes due 2014, with a
maturity date of June 1, 2014, and U.S. Bank serving as indenture
trustee.  There's also $83.5 million outstanding under certain
intercompany notes.

Under the Plan, secured creditors, if any, are receiving a full
recovery and are deemed to accept the Plan.  Holders of general
unsecured claims, second lien note claims, and convertible note
claims will receive membership interests in a new company formed
by the Debtors and are voting on the Plan.  Holders of equity
interests, company claims and securities law claims are not
receiving anything and are deemed to reject the Plan.

On or before the effective date of the Plan, Penson Liquidating
Company LLC -- PLC -- will be formed as a Delaware limited
liability company and all assets of the Debtors will be conveyed
and transferred to PLC.  In connection with the vesting and
transfer of the PLC Assets, including causes of action, any
attorney-client privilege, work-product protection or other
privilege or immunity attaching to any documents or communications
transferred to PLC shall vest in PLC.  The Debtors and the Chief
Officer are authorized to take all necessary actions to effectuate
the transfer of such privileges, protections and immunities. The
Limited Liability Company Agreement of PLC will provide for the
creation of four classes of membership interests:

    Class A Units.  Each holder of second lien note claims will
         against PWI will receive its pro rata share of the
         Class A Units.

    Class B Units. Each holder of an allowed general unsecured
         claim or a convertible note claim against PWI will
         receive its pro rata share of the
         Class B Units.

    Class C Units.  Class C Units will be held by the
         liquidation trust for the benefit of holders of general
         unsecured claims of any debtor other than pwi.

    Class D Units.  The liquidation trust will hold the Class
         D units and will make a distribution to holders of equity
         interests to the extent that asset recoveries exceed
         current expectations in an amount that would permit a
         distribution to a class of equity interests, then after
         the payment in full of all allowed claims.

The ad hoc committee of second lien noteholders, who are parties
to the RSA, are represented by:

         Gary Kaplan, Esq.
         Richard Tisdale, Esq.
         FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
         One New York Plaza
         New York, NY 10004
         Telephone: (212) 859-8520
         Facsimile: (212) 859-4000

The ad hoc committee of holders of convertible notes, who are
parties to the RSA, are represented by:

         Larry J. Nyhan, Esq.
         Bojan Guzina, Esq.
         SIDLEY AUSTIN LLP
         One South Dearborn
         Chicago, IL 60603
         Telephone: (312) 853-7323
         Facsimile: (312) 853-7036

A copy of the Plan is available for free at:

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

                      Ownership Statement

Penson Worldwide filed an amendment to its Chapter 11 petition
with respect to the attached ownership statement.  The ownership
statement erroneously listed Apex Clearing and TD Ameritrade as
corporations holding 10% or more of the equity interests in
Penson.  Customers or correspondents of Apex and TD are beneficial
holders of 10% or more of the equity interests in Penson, however,
neither corporation holds 10% or more of the equity interests in
Penson.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company?s products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PHIL'S CAKE: Cash Collateral Hearing Continued to Jan. 24
---------------------------------------------------------
The Bankruptcy Court has continued to Jan. 24, 2013, at 9:30 a.m.
the hearing on the motion of Phil's Cake Box Bakeries, Inc., to
use cash that constitute collateral of its pre-bankruptcy
creditors.

The Debtor said it needs access to the Cash Collateral to continue
operating its businesses or manage its financial affairs,
substantially in compliance with a budget.

In a third interim order, the Court authorized the Debtor to use
the cash collateral that these parties may assert liens and
security interests:

   i) Southern Commerce Bank, N.A.;

  ii) Zions First National Bank;

iii) Heritage Bank; and

  iv) Colson, as successor in interest to the United States Small
      Business Association and the Florida Business Development
      Corporation.

Pursuant to the third interim order, the Debtor is authorized to
use cash collateral, including but not limited to funds on-hand
prepetition or transferred postpetition into the Debtor's bank
accounts maintained with SCB.

As reported in the Troubled Company Reporter on Sept. 11, 2012, at
different times, the Debtor executed loan agreements in favor
of Southern Commerce Bank, N.A., Zions First National Bank,
Heritage Bank, and Colson Services Corp., as successor in interest
to the United States Small Business Association and the Florida
Business Development Corporation:

                             Amount Owed as of
     Lender                  the Petition Date
     ------                  -----------------
     Southern Commerce              $1,600,000
                             ($660,000 relates
                          to a line of credit)
     Zions                          $6,000,000
     Heritage                         $250,000
     Colson                         $3,000,000
     BankAtlantic                      $43,000

SCB asserts that it has a first priority position with respect to
accounts receivable and inventory.

According to the Debtor, Zions may assert that it has perfected
first position mortgage lien on the Debtor's Eagle Trail Facility,
including any fixtures, including freezers and associated
equipment located at the property.  The Debtor asserts that Zions
does not assert a lien on Cash Collateral.

Heritage may assert that it has perfected first position mortgage
liens on certain real property located in the vicinity of the
Debtor's retail facility.  The Debtor asserts that Heritage does
not assert a lien on Cash Collateral.

Colson may assert that it has perfected junior liens and security
interest in the Eagle Trail Facility, including fixtures and
equipment.  The Debtor asserts that Colson does not assert a lien
on Cash Collateral.

BankAtlantic may assert liens on and security interests in certain
items of equipment located at 1009 and 1017 N. Excelda Avenue.
The Debtor asserts that BankAtlantic does not assert a lien on
Cash Collateral.

In exchange for the use of Cash Collateral, the Debtor proposes to
provide the Secured Creditors with replacement liens identical in
extent, validity and priority as such liens existed on the
Petition Date.  As additional adequate protection to SCB, the
Debtor proposes to pay SCB on a monthly basis accrued interest on
(i) the line of credit obligation; and (ii) the commercial loan
obligation, Loan Number x125.

SCB has filed in the case docket a Notice of Consent to Entry of
Agreed Interim Bridge Order Authorizing Use of Cash Collateral.

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.


PHIL'S CAKE: Okayed to Transfer Tampa Property to FDIC
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, in
an amended order, authorized Phil's Cake Box Bakeries, Inc., to
abandon certain residential real property collateral to the
Federal Deposit Insurance Corporation as receiver for Heritage
Bank.

The amended order substitutes FDIC for Heritage Bank.  At the Nov.
8, 2012, hearing, the attorney for Heritage Bank announced that
the appropriate party-in-interest is now the FDIC as receiver for
Heritage Bank of Florida.

The Debtor is authorized to abandon these real property, subject
to the existing liens of FDIC as receiver for Heritage Bank, TC
12, LLC, Lienbase-FL 12, and ABRTL, LLC and AM Cert, LLC:

   1. Corner of 903 N. Excelda Ave. Tampa (Lots 8 and 9, block 1,
      HAVANA, according to the plat thereof as recorded in Plat
      Book 4, Page 52, of the Public Records of Hillsborough
      County, Florida); and

   2. 1014 Paddock St., Tampa (Lot 1, block 11 of WEST NAPLES
      SUBDIVISION, according to the Map or Plat thereof as
      recorded in Plat Book 3, Page 20, of the public records of
      Hillsborough County, Florida).

The Debtor is authorized to transfer title to the residential real
property to FDIC or its assigns by deed in lieu of foreclosure or
to consent to foreclosure judgment in state court at the election
of the FDIC or its assigns.

The automatic stay is lifted as to the residential real property
to allow for the abandonment from the bankruptcy estate.

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.


PHOENIX COS: S&P Affirms 'B-' Longterm Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
long-term counterparty credit rating on The Phoenix Cos. Inc.
(NYSE:PNX).  At the same time, S&P affirmed its 'BB-' financial
strength ratings on subsidiaries Phoenix Life Insurance Co. and
PHL Variable Insurance Co. (collectively Phoenix).  S&P removed
all the ratings from CreditWatch Negative, where they were placed
Dec. 7, 2012.  The outlook is stable.

PNX has received the required approval from a majority of its bond
holders to amend its indenture regarding its third-quarter 2012
SEC filing.  The company had previously breached a covenant when
it didn't file its third-quarter 2012 SEC filing with the trustee
within 15 days of the SEC filing deadline.  If not remedied, this
breach of covenant may have led to an acceleration of principal
payments.  On Dec. 12, 2012, PNX began a consent solicitation to
amend the indenture.  As of Jan. 15, 2013, the company had
received a one-time consent from at least 65% of its bond holders,
allowing PNX to extend the date for providing its third-quarter
2012 form 10-Q to the bond trustee to March 31, 2013.

The stable outlook reflects S&P's view that Phoenix's financial
profile is stabilizing and incrementally improving, mainly because
of improving operating performance and its continuous
strengthening of its capital base.  However, its business profile
remains marginal.  "In the short term, we expect Phoenix to be
able to make all timely payments on its obligations.  In the
longer term, we expect PNX's repositioning strategy to be
successful and to add new distribution relationships that increase
sales," said Standard & Poor's credit analyst Deep Banerjee.


PICCADILLY RESTAURANTS: Wants 90-Day Extension in Exclusivity
-------------------------------------------------------------
Piccadilly Restaurants, LLC, et al., asks the U.S. Bankruptcy
Court for the Western District of Louisiana to extend by 90 days
their exclusive periods in which they may file a chapter 11 plan
and solicit acceptances for that plan.  The Debtors relate that
they have been involved in significant negotiations with its
primary vendor of food and supplies, its secured creditor, and the
official committee of unsecured creditors regarding several
different issues.

                    About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Lawyers at
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New
Orleans, serve as the 2012 Debtors' counsel.  BMC Group, Inc.,
serves as claims agent, noticing agent and balloting agent.  In
its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, in
October appointed seven members to the official committee of
unsecured creditors in the Chapter 11 cases of Piccadilly
Restaurants, LLC.


PINNACLE AIRLINES: Plan Next After Delta Deal Wins Court Okay
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the agreement where Delta Air Lines Inc. will finance
the reorganization of Pinnacle Airlines Corp. attracted no
creditor opposition.  As a result, the bankruptcy judge in
Manhattan gave approval Jan. 16, challenging Pinnacle to confirm a
reorganization plan and emerge from Chapter 11 by May 15 as the
Delta contract requires.

The report adds that on Jan. 16 the judge also approved a new
labor contract ratified by members of the pilots' union. The
pilots' contract was the last union agreement to garner court
approval.  The contract saves Pinnacle $30 million a year largely
from a 9% wage reduction.

According to the report, Pinnacle will be filing a reorganization
plan where Atlanta-based Delta will convert secured financing into
the new stock, in the process making Pinnacle a wholly owned
subsidiary of Delta.  The plan calls for Pinnacle eventually to
operate 81 regional jets for the larger airline.

                     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.


PIPKIN'S MOTORS: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pipkin's Motors, Inc.
        4140 North Valdosta Road
        Valdosta, GA 31602

Bankruptcy Case No.: 13-70056

Chapter 11 Petition Date: January 16, 2013

Court: United States Bankruptcy Court
       Middle District of Georgia (Valdosta)

Judge: John T. Laney III

Debtor's Counsel: David E. Mullis, Esq.
                  DAVID E. MULLIS, P.C.
                  2301 Mimosa Drive
                  Valdosta, GA 31602
                  Tel: (229) 245-8817
                  Fax: (229) 245-1515
                  E-mail: dmullis@businesslawhelp.com

Scheduled Assets: $8,289,306

Scheduled Liabilities: $8,241,080

A list of the Company?s 10 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/gamb13-70056.pdf

The petition was signed by David Pipkin, president.


PMI GROUP: Jan. 23 Hearing on Sixth Exclusivity Extension
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Jan. 23, 2013, at 11:30 a.m., to consider The
PMI Group, Inc.'s request for a sixth exclusivity extension.

The Debtors are requesting that the Court extend their exclusive
periods to propose a Plan until March 4 and solicit acceptances of
that plan until May 3, respectively.  The Debtors need additional
time to negotiate and prepare adequate information in relation to
the plan.

                       About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


RADIOSHACK CORP: Dissolves Target Mobile Partnership with Target
----------------------------------------------------------------
RadioShack Corp. ended its relationship with Target, where it
helps operate Target Mobile in 1,500 Target stores, effective
April 8, 2013.

The RadioShack and Target partnership provided RadioShack access
to manage Target's post-paid mobility business, but RadioShack did
not manage the prepaid mobility business or the wider range of
accessories offered in Target stores.

Since October 2012, RadioShack had been renegotiating the terms of
the relationship with Target to establish an agreement that would
be profitable to both companies.  At that time, RadioShack
executed a termination notice that would allow the company to exit
the Target business if an agreement could not be reached.

"In order for RadioShack to have continued this relationship, we
needed to establish a new agreement that would be financially
appealing to both companies," said Telvin Jeffries, RadioShack
executive vice president, chief human resources officer, and
general manager of retail services.  "Ultimately, we amicably
agreed to dissolve the relationship."

                          About Radioshack

RadioShack sells consumer electronics and peripherals, including
cellular phones.  It operates roughly 4,700 stores in the U.S. and
Mexico.  It also operates about 1,500 wireless phone kiosks in
Target stores.  The company also generates sales through a network
of 1,100 dealer outlets worldwide.  Revenues for the last 12
months' period ending June 30, 2012, were roughly $4.4 billion.

The Company's balance sheet at Sept. 30, 2012, showed $2.23
billion in total assets, $1.57 billion in total liabilities and
$662.4 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from
'B-'. The outlook is negative.

"The downgrade of RadioShack reflects our view that it will be
very difficult for the company to improve its gross margin in the
fourth quarter of this year, given the highly promotional nature
of year-end holiday retailing in the wireless and consumer
electronic categories," said Standard & Poor's credit analyst
Jayne Ross.

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.


RADIOSHACK CORP: Ended Target Deal No Impact on Moody's 'B3' CFR
----------------------------------------------------------------
Moody's Investors Service said that RadioShack Corporation's
announcement that it will end its relationship with Target
effective April 8, 2013 will not affect RadioShack' B3 corporate
family rating or its negative outlook. RadioShack currently
operates wireless phone kiosks under the Target Mobile banner in
1,500 Target stores.

The principal methodology used in rating RadioShack 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.

RadioShack is a retailer of consumer electronics and peripherals,
as well as a retailer of cellular phones. It operates roughly
4,700 stores in the U.S. and Mexico. It also operates 1,500
wireless phone kiosks in Target stores. The company also generates
sales through a network of about 1,100 dealer outlets worldwide.


REAL ESTATE ASSOCIATES: Eric Mathis Quits as CFO
------------------------------------------------
Real Estate Associates Limited VII announced that Mr. Eric Mathis,
who served as the equivalent of the chief financial officer of the
Partnership, has resigned effective as of Jan. 25, 2013.

                   About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

As of Sept. 30, 2012, and Dec. 31, 2011, the Partnership holds
limited partnership interests in 1 and 11 Local Limited
Partnerships, respectively, and a general partner interest in REA
IV which, in turn, holds limited partnership interests in 3 and 8
additional Local Limited Partnerships, respectively; therefore,
the Partnership holds interests, either directly or indirectly
through REA IV, in 4 and 19 Local Limited Partnerships,
respectively.  The other general partner of REA IV is NAPICO.  The
Local Limited Partnerships own residential low income rental
projects consisting of 403 and 1,237 apartment units at Sept. 30,
2012, and Dec. 31, 2011, respectively.  The mortgage loans of
these projects are payable to or insured by various governmental
agencies.

The Partnership reported a net loss of $861,000 on $0 of revenue
in 2011, compared with net income of $171,000 on $0 of revenue in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $13.3 million in total liabilities, and a total
partners' deficit of $12.2 million.

                           Going Concern

The Partnership continues to generate recurring operating losses.
In addition, the Partnership is in default on notes payable and
related accrued interest payable that matured between December
1999 and January 2012.

Three of the Partnership's four remaining investments involved
purchases of partnership interests from partners who subsequently
withdrew from the operating partnership.  As of Sept. 30, 2012,
and Dec. 31, 2011, the Partnership is obligated for non-recourse
notes payable of approximately $3,741,000 and $6,070,000,
respectively, to the sellers of the partnership interests, bearing
interest at 9.5% to 10%. Total outstanding accrued interest is
approximately $9,524,000 and $15,215,000 at Sept. 30, 2012, and
Dec. 31, 2011, respectively.  These obligations and the related
interest are collateralized by the Partnership's investment in the
local limited partnerships and are payable only out of cash
distributions from the Local Limited Partnerships, as defined in
the notes.  Unpaid interest was due at maturity of the notes.  All
of the notes payable have matured and remain unpaid at Sept. 30,
2012.

No payments were made on the notes payable during the nine months
ended Sept. 30, 2012 or 2011.  The holder of the non-recourse
notes payable collateralized by the Partnership's investment in
five Local Limited Partnerships purchased the projects owned by
these Local Limited Partnerships, which resulted in the
extinguishment of notes payable of approximately $2,329,000 and
accrued interest of approximately $6,036,000 during the nine
months ended Sept. 30, 2012.  The Partnership has agreements with
the non-recourse note holder for the remaining three notes payable
in which the note holder agreed to forebear taking any action
under these notes in order to permit the Partnership to negotiate
the sale of its limited partnership interests in these Local
Limited Partnerships to the local general partner of the
respective Local Limited Partnerships.  Subsequent to Sept. 30,
2012, the Partnership sold its interest in one of these Local
Limited Partnerships, Aristocrat Manor, to the local general
partner of the Local Limited Partnership.  The two remaining sales
are expected to close during 2013.

After auditing the 2011 results, Ernst & Young LLP, in
Greenville, South Carolina, expressed substantial doubt about the
Partnership's ability to continue as a going concern.  The
independent auditors noted that the Partnership continues to
generate recurring operating losses.  In addition, notes payable
and related accrued interest totalling $16.2 million are in
default due to non-payment.


RED MOUNTAIN: Incurs $3.2-Mil. Net Loss in Fiscal 2013 2nd Quarter
------------------------------------------------------------------
Red Mountain Resources, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $3.2 million on $1.1 million of
revenue for the three months ended Nov. 30, 2012, compared with a
net loss of $2.2 million on $946,000 of revenue for the three
months ended Nov. 30, 2011.

For the six months ended Nov. 30, 2012, the Company reported a net
loss of $6.9 million on $2.5 million of revenue as compared to a
net loss of $4.9 million on $2.1 million of revenue for the six
months ended Nov. 30, 2011.

The Company's balance sheet at Nov. 30, 2012, showed $37.9 million
in total assets, $18.6 million in total liabilities, and
stockholders' equity of $19.3 million.

A copy of the Form 10-Q is available at http://is.gd/s6RKz8

Dallas-based Red Mountain Resources, Inc., is engaged in the
acquisition, development and exploration of oil and natural gas
properties in established basins with demonstrable prolific
producing zones.  Currently, it has established acreage positions
and production primarily in the Permian Basin of West Texas and
Southeast New Mexico and the onshore Gulf Coast of Texas.


RESIDENTIAL CAPITAL: Examiner Has Wolf as Conflicts Counsel
-----------------------------------------------------------
Arthur J. Gonzalez, the Court-appointed Chapter 11 examiner in
Residential Capital's cases, sought and obtained approval to
retain Wolf Haldenstein Adler Freeman & Herz LLP as conflicts
counsel, nunc pro tunc to Oct. 15, 2012.

The current limited scope of Wolf Haldenstein's engagement will
be to represent the Examiner in connection with aspects of his
investigation involving J.P. Morgan Securities, LLC, Morgan
Stanley & Co. LLC, Goldman Sachs & Co., Citibank, N.A., and their
affiliates, each of whom appear only to be subjects of discovery
needed to complete the Investigation.  The Conflict Parties are
clients of the Examiner's primary counsel, Chadbourne & Parke
LLP, as to which Chadbourne has a potential conflict of interest.

In the event that the Examiner learns, through future document
discovery or witness interviews, of the need to investigate other
parties as to which Chadbourne has potential conflicts, Wolf
Haldenstein may represent the Examiner in the discharge of his
duties with respect to those entities.

Wolf Haldenstein will be paid according to its customary hourly
rates:

     $390 to $865 for partners,
     $350 to $605 for counsel,
     $200 to $530 for associates, and
     $110 to $290 for paraprofessionals

The firm will also be reimbursed for necessary out-of-pocket
expenses.

Eric B. Levine, Esq., a member of the firm of Wolf Haldenstein
Adler Freeman & Herz 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 Examiner's.  Mr. Levine, however,
disclosed that his firm represents or has represented the Police
and Fireman Retirement System of the City of Detroit, Wachovia
Bank, and Oppenheimer & Co., Inc., in matters unrelated to the
Debtors' case.

                     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: CHFA Wants to Recover Servicing Portfolio
--------------------------------------------------------------
Connecticut Housing Finance Authority and Debtor GMAC Mortgage,
LLC, were parties to a Home Mortgage Servicing Agreement, dated
July 15, 1987.  As of Sept. 30, 2012, GMAC Mortgage serviced a
portfolio of approximately 880 residential mortgage loans
belonging to CHFA, worth approximately $83,981,213.  As part of
the Debtors' sale of its mortgage servicing portfolio, the
Debtors notified the Court that they intend to termite the
servicing agreement with CHFA.

By this motion, CHFA asks relief from the automatic stay in
ResCap's case to allow it to recover its loan portfolio and
related property from the Debtors.  CHFA also asks the Court to
enter an order directing the Debtors to turn over the loan
portfolio in an orderly fashion, segregate the documents, computer
data, and assets related to the portfolio, and provide CHFA a
complete accounting with respect to the portfolio.

According to CHFA's counsel, James J. Tancredi, Esq., at Day
Pitney LLP, in Harford, Connecticut, under the servicing
agreement, the Debtors are obligated to provide a variety of
critical functions for CHFA -- including collecting and remitting
monies due to CHFA from mortgages; ensuring that mortgages have
proper arrangements; paying property taxes on mortgaged property;
reporting defaults, initiating and completing foreclosure
proceedings at CHFA's direction; and submitting timely claims to
insurers and government guarantors on defaulted loans.

Mr. Tancredi says the Debtors have failed to meaningfully respond
to any requests for a dialogue about transitioning the portfolio
back to CHFA in an appropriate fashion.  Meanwhile, CHFA has seen
a serious deterioration in GMAC Mortgage's performance of its
servicing obligation.  Mr. Tancredi notes that CHFA has recently
received a request from the Debtors' document service provider,
Xerox, for documents that should have been in the Debtors'
possession pursuant to the servicing agreement.  He adds that the
Debtors have also failed to properly submit insurance claims on
defaulted loans and failed to continue providing foreclosure
services on defaulted loans through eviction.

Mr. Tancredi may be reached at:

         James J. Tancredi, Esq.
         DAY PITNEY LLP
         242 Trumbull Street
         Hartford, CT 06103
         Tel: (860) 275-0100
         Fax: (860) 275-0343
         Email: jjtancredi@daypitney.com

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: MassMutual Seeks Limited Discovery
-------------------------------------------------------
Massachusetts Mutual Life Insurance Company asks the Bankruptcy
Court to modify the limitation on discovery imposed pursuant to
the Memorandum Opinion and Order Denying the Motions of the
Federal Housing Finance Agency and Underwriter Defendants to
Compel Document Discovery from the Debtors.

MassMutual seeks narrowly tailored relief compelling the Debtors
to produce 12 loan tapes and associated originator information in
their possession related to securitizations of residential
mortgage loans sponsored by the Debtors.  Discovery of the loan-
level information, which is unavailable from other sources, is
necessary in connection with the action Massachusetts Mutual Life
Insurance Company v. Merrill Lynch, Pierce, Fenner & Smith Inc.,
et al., according to Philippe Z. Selendy, Esq., at Quinn Emanuel
Urquhart & Sullivan, LLP, in New York.  The MassMutual Action is
not subject to any bankruptcy stay and currently is pending
before the Honorable Michael A. Ponsor in the United States
District Court for the District of Massachusetts as Civil Action
No. 3:11-cv-30285.


REVEL AC: S&P Lowers Rating on First-Lien Term Loan to 'CC'
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Atlantic City-based Revel AC's (Revel) first-lien term loan to
'6', indicating S&P's expectation for negligible (0% to 10%)
recovery for lenders in the event of default, from '3' (50% to 70%
recovery expectation).  In addition, S&P lowered its issue-level
rating on the loan to 'CC' from 'CCC', in accordance with S&P's
notching criteria.

The revised recovery rating reflects the recent $150 million
increase in unrated revolving credit commitments and term loan
that are senior in priority to the rated term loan, as well as the
lowering of S&P's estimated run rate EBITDA that it assumes the
company would be valued at emergence versus S&P's previous
analysis.

"These factors reduced the recovery prospects for the rated term
loan enough to warrant the downward revision to our recovery
rating on the loan," said Standard & Poor's credit analyst
Jennifer Pepper.

S&P's rating on Revel AC Inc. reflects its view that the
additional $150 million of financing provides only near-term
operating liquidity as S&P do not believe the company will be able
to generate sufficient cash flow to service its capital structure
over the longer term.

While one of the tenets of the company's strategy is to appeal to
the nongaming customer, the property is heavily reliant on the
success of its casino - S&P had expected about 80% of revenue to
come from gaming.  In its first nine months of operations, Revel's
gaming revenue was well below expectations and the property has
generated negative EBITDA.  S&P believes the property is unlikely
to ramp up operations sufficiently to cover approximately
$140 million of fixed charges in 2013, including about
$130 million of interest expense, $5 million of scheduled
amortization, and about $5 million of capital expenditures.

Furthermore, in 2014, fixed charges increase, as interest on the
company's second-lien notes convert to cash pay.  In addition, the
company's senior secured term loan contains financial maintenance
covenants that will be measured beginning in the June 2013
quarter.  S&P do not believe that the company will be able to meet
those covenants and will need to negotiate an amendment with
lenders.

Also factored into S&P's rating is the persisting weakness in the
overall Atlantic City market.  Despite the opening of Revel,
revenues for Atlantic City casinos fell 8% in 2012, representing
the sixth straight year of casino win declines for the Atlantic
City gaming market.  Although 2013 will face an easier year-over-
year fourth quarter comparison with the effects of superstorm
Sandy, S&P expects that casino win in the market will be, at best,
flat in 2013 due to lingering storm effects on Jersey shore
customers, as well as intensifying competitive pressures
(including the likely addition of table games in Maryland sometime
this year).


RG STEEL: Sues to Wind Up Coke Fuel Joint Venture
-------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that bankrupt steel
producer RG Steel Wheeling LLC asked a Delaware bankruptcy court
Monday to wind up a coke-producing joint venture with a Severstal
US Holdings LLC subsidiary, saying it was allegedly strong-armed
out of the partnership after it filed for Chapter 11.

Severstal's SNA Carbon LLC unfairly blocked RG Steel from
participating in the management of the coke-producing joint
venture -- Mountain State Carbon LLC -- after RG Steel filed for
Chapter 11 in May, RG Steel says, according to the report.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RITZ CAMERA: Heads to Ch. 7 After Failing to Sell Assets
--------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Tuesday approved Ritz Camera & Image LLC's
conversion from a Chapter 11 case into a Chapter 7 bankruptcy,
clearing the erstwhile camera giant to appoint a trustee to
liquidate its remaining assets following its failed attempts to
find a way back to solvency.

U.S. Bankruptcy Judge Kevin Gross issued an order approving the
fallen specialty camera company's unopposed motion to convert
after a hearing in which he agreed with the debtors that Chapter 7
would be the most cost-effective means, the report said.

                         DIP Facility

In November, the Bankruptcy Court authorized the Debtors to enter
into an amendment No. 3 to senior secured superpriority debtor in
possession credit agreement dated Oct. 22, 2012.  A copy of the
amendment is available for free at
http://bankrupt.com/misc/RITZCAMERA_A_creditagreement.pdf

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sold digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  When it filed for bankruptcy,
Ritz Camera intended to shut 128 locations and cut its staff in
half.  Included in the closing are 10 locations in Maryland and 4
in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in
liabilities as of the Chapter 11 filing.  The Debtors owe not less
than $16.32 million for term and revolving loans provided by
secured lenders led by Crystal Finance LLC, as administrative
agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. DeAngelis, U.S. Trustee for Region 3, pursuant to
Section 1102(a)(1) of the Bankruptcy Code, appointed six persons
to Official Committee of Unsecured Creditors.


RITZ CAMERA: Converting to Chapter 7 to Continue Lawsuits
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 reorganization of Ritz Camera & Image
LLC was converted this week to liquidation in Chapter 7 where a
trustee was appointed automatically.  Once the operator of 265
camera stores and an Internet business, Ritz sold all the assets
in going-out-of-business sales that ended in October.  The company
said the secured lender can't be paid in full until there is
successful conclusion to "certain substantial and complex
litigation claims" believed to have "very significant value."
The company itself sought conversion to Chapter 7.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sold digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  When it filed for bankruptcy,
Ritz Camera intended to shut 128 locations and cut its staff in
half.  Included in the closing are 10 locations in Maryland and 4
in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in
liabilities as of the Chapter 11 filing.  The Debtors owe not less
than $16.32 million for term and revolving loans provided by
secured lenders led by Crystal Finance LLC, as administrative
agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. DeAngelis, U.S. Trustee for Region 3, pursuant to
Section 1102(a)(1) of the Bankruptcy Code, appointed six persons
to Official Committee of Unsecured Creditors.


RTW PROPERTIES: Selling Tank Farm to Pay Arvest Bank's Claim
------------------------------------------------------------
RTW Properties, Ltd., has a Chapter 11 plan of reorganization that
proposes to resolve the claim of the Internal Revenue Service,
sell the tank farm and pay the Arvest Bank claim in full and
continue leasing the Schertz property.

According to the explanaotory disclosure statement, the Debtor
will continue to make regular debt payments to Wells Fargo Bank
from the rental income from the Schertz property.  The Debtor will
pay any allowed IRS claim from the remaining proceeds from the
sale of the tank farm.

No unsecured claims have been filed with the Court other than the
IRS claim.

One Cypress Energy, LLC, signed a letter of intent to purchase the
Debtor's interest, including the leases in the tank farm assets.
If the sale of the tank farm does not close, the Debtor will
continue to lease the tanks and storage facilities.

Plan payments will be sourced from revenue generate through rental
income or sales proceeds from the sale of the tank farm after
Arvest Bank's claim is paid in full.  Arvest holds a valid lien on
the Debtor's interest in the tank farm and related equipment.

Arvest, owed some $6.5 million according to the Debtor's
schedules, will be paid from the sale proceeds of the tank farm.
If the sale of the tank farm does not close from 120 days after
the Effective Date of the Plan, the Debtor will pay, on the 121st
day all accrued debt in cash, including interest, attorney fees
and costs and the terms and conditions set out in the current loan
documentation between Arvest and the Debtor will control the
payment of the remainder of the Allowed Claim to Arvest.

The lending arrangement with Wells Fargo will remain undisturbed.
The Debtor continue to comply with the covenants in its guarantee
and will continue to main all ad valorem taxes "current."  Wells
Fargo is not impaired.

The scheduled amount of the secured claims of IRS (Class 5) is
$21 million.  The Debtor believes that the total IRS claims is
$100,000 or less.  The Debtor has initiated proceedings in the
form of any objection under 11 U.S.C. Sec. 505 to liquidate this
claim.  The allowed claim will be paid from proceeds of the sale
of the tank farm when liquidated.

The Debtor disputes the Unsecured Claims of the IRS in Class 6 in
the amount of approximately $10 million.  The Debtor has disputed
these claims and has objected to these claims.

Holders of equity interests (Class 7) will retain their ownership
interests in the Debtor.

A copy of the disclosure statement is available at:

         http://bankrupt.com/misc/rtwproperties.doc138.pdf

                      About RTW Properties

Schertz, Texas-based RTW Properties, LP, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-20319) in Corpus Christi on
June 18, 2012.

RTW Properties owns a petroleum-storage facility in the Port of
Brownville, Texas.  The facility includes tanks with storage
capacity of 230,000 barrels.  The Debtor also owns a tract of land
in Schertz, Texas.  The Schertz property is being leased to an
affiliate of the Debtor, Royal Manufacturing Co.

The Debtor sought bankruptcy protection to resolve a dispuet with
the Internal Revenue Service involving excise and other taxes
related to the Debtor's tank farm operation.  The IRS filed a
proof of claim in the amount of $24,919,118.66.

Langley & Banack, Inc., serves as the Debtor's bankruptcy counsel.
William O. Grimsinger and Chamberlain Hrdlicka serve as special
counsel to prosecute an adversary complaint in connection with the
tax lien.

William R. Mallory, member manager of Royal Holding, LLC, the
general partner of the Debtor, explains in a court filing that
before the petition date, the Internal Revenue Service asserted a
federal tax lien in the amount of $22 million on account of unpaid
excise taxes dating back to years as early as 2003.  For years
prior to the petition date, the Debtor has attempted to resolve
the IRS tax lien to no avail.  The Debtor believes that the
Federal tax lien claimed by the IRS is overstated.

The Debtor intends to resolve the tax lien through an adversary
proceeding.


S&W AIRCRAFT: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: S&W Aircraft Leasing LLC
        7402 Wentwood Dr
        Dallas, TX 75225

Bankruptcy Case No.: 13-30208

Chapter 11 Petition Date: January 16, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Penny Randy Schmidt
                  5656 Milton St., Ste 130
                  Dallas, TX 75206
                  Tel: (214) 912-5402

Scheduled Assets: $4,201,838

Scheduled Liabilities: $4,356,314

A list of the Company?s 13 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/txnb13-30208.pdf

The petition was signed by Donal B. Schmidt, Jr., managing member.


SANUWAVE HEALTH: David Nemelka Lowers Equity Stake to 19.9%
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, David N. Nemelka disclosed that, as of
Dec. 31, 2012, he beneficially owns 5,048,510 shares of common
stock of Sanuwave Health, Inc., representing 19.9% of the shares
outstanding.  Mr. Nemelka previously reported beneficial ownership
of 5,958,033 common shares or a 23.5% equity stake as of Nov. 27,
2012.  A copy of the amended filing is available for free at:

                        http://is.gd/cup5H5

                      About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, expressed substantial doubt
about SANUWAVE's ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations and is economically dependent
upon future issuances of equity or other financing to fund ongoing
operations.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $4.70 million on $627,153 of revenue, compared with a
net loss of $7.82 million on $577,180 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.28
million in total assets, $7.80 million in total liabilities and a
$5.52 million total stockholders' deficit.

                         Bankruptcy Warning

"The continuation of our business is dependent upon raising
additional capital.  We expect to devote substantial resources to
continue our research and development efforts, including clinical
trials.  Because of the significant time it will take for our
products to complete the clinical trial process, and for us to
obtain approval from regulatory authorities and successfully
commercialize our products, we will require substantial additional
capital.  We incurred a net loss of $4,707,212 for the nine months
ended September 30, 2012 and a net loss of $10,238,797 for the
year ended December 31, 2011.  These operating losses create
uncertainty about our ability to continue as a going concern.  As
of September 30, 2012, we had cash and cash equivalents of
$361,263.  We are working with select accredited investors to
raise up to $1.25 million in capital in a private placement.  The
accredited investors will receive a convertible promissory note
that will convert, at the Company?s option, at the completion of a
larger funding which is expected to close no later than the first
quarter of 2013.  If these efforts are unsuccessful, we may be
forced to seek relief through a filing under the U.S. Bankruptcy
Code," the Company said in its quarterly report for the period
ended Sept. 30, 2012.


SATCON TECHNOLOGY: Fraser Milner Approved as Canadian Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Satcon Technology Corporation, et al., to employ the law firm of
Fraser Milner Casgrain, LLP as Canadian counsel.

                      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: Greenberg Traurig OK'd as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Satcon Technology Corporation, et al., to employ Greenberg
Traurig, LLP as counsel.

As reported in the Troubled Company Reporter on Nov. 15, 2012, the
hourly rates of Greenberg Traurig's personnel are:

         Nancy A. Mitchell              $955
         Maria J. DiConza               $810
         Dennis A. Meloro               $530
         Burke Dunphy                   $480
         Matthew L. Hinker              $460
         Sohyoung Ward                  $460
         Shannon M. Thompson            $320
         Elizabeth Thomas, paralegal    $245

Other attorneys and paralegals will render services to the Debtors
as needed.  Generally Greenberg Traurig's hourly rates are:

         Shareholders                  $350 - $1,100
         Of Counsel                    $230 - $1,010
         Associates                    $120 -   $720
         Legal Assistants/Paralegals    $50 -   $320

Prepetition, Greenberg Traurig received from the Debtors various
advance retainers totaling $225,00.  Greenberg Traurig does not
hold any retainer for postpetition fees or expenses.

To the best of the Debtors' knowledge, Greenberg Traurig 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: OK'd to Pay $6.4MM Critical Vendors Claims
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Satcon Technology Corporation, et al., to pay
all or a portion of each critical vendor claim that the aggregate
payments will not exceed $6,400,000.

                      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


SECUREALERT INC: Incurs $19.9 Million Net Loss in Fiscal 2012
-------------------------------------------------------------
SecureAlert, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to SecureAlert common stockholders of $19.93 million
on $19.79 million of total revenues for the year ended Sept. 30,
2012, compared with a net loss attributable to SecureAlert common
stockholders of $11.92 million on $17.96 million of total revenues
during the prior fiscal year.

SecureAlert's balance sheet at Sept. 30, 2012, showed $26.53
million in total assets, $22.10 million in total liabilities and
$4.42 million in total equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Sept. 30, 2012, citing
losses, negative cash flows from operating activities, notes
payable in default and an accumulated deficit, which conditions
raise substantial doubt about its ability to continue as a going
concern.

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

                         http://is.gd/fOLKie

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.


SEARS HOLDINGS: Edward Lampert Buys 332,048 Add'l Common Shares
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Edward S. Lampert and his affiliates
disclosed that, as of Jan. 9, 2013, they beneficially own
60,136,171 common shares of Sears Holdings Corporation
representing 56.5% based upon 106,425,638 common shares
outstanding as of Nov. 9, 2012, as disclosed in Holdings'
quarterly report on Form 10-Q for the quarter ended Oct. 27, 2012.

Holdings' Board of Directors appointed Mr. Lampert to serve as
Chief Executive Officer of Holdings, effective as of the close of
business on February 2.

In open-market purchases on Jan. 9, 2013, and Jan. 10, 2013, Mr.
Lampert acquired an aggregate of 332,048 shares of Holdings common
stock for aggregate consideration of approximately $13,582,295
using personal funds.

Mr. Lampert previously reported beneficial ownership of 59,804,123
common shares or a 56.2% equity stake as of Nov. 28, 2012.

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

                        http://is.gd/Su4uHh

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SHERIDAN GROUP: Has Access to $10MM BOA Facility After Oct. 15
--------------------------------------------------------------
The Sheridan Group, Inc., and Bank of America, N. A., entered into
the Third Amendment to Third Amended and Restated Credit Agreement
to provide for the Company to have access to $10,000,000 of
availability under the facility after the current scheduled
maturity date of Oct. 15, 2013, and until the new scheduled
maturity date of Jan. 14, 2014.  A copy of the amended Credit
Agreement is available at http://is.gd/WxQmtQ

                      About The Sheridan Group

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.

The Company reported a net loss of $8.96 million in 2011, compared
with a net loss of $5.94 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$206.51 million in total assets, $177.24 million in total
liabilities, and $29.27 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Sept. 16, 2011, Standard & Poor's
Ratings Services lowered its corporate credit rating on Hunt
Valley, Md.-based printing company The Sheridan Group Inc. to
'CCC+' from 'B-'.

"The 'CCC+' corporate credit rating reflects Sheridan's ongoing
thin margin of compliance with its minimum EBITDA covenant," said
Standard & Poor's credit analyst Tulip Lim.  "It also reflects our
expectation of continued difficult operating conditions across the
company's niche printing segments, its vulnerability to prevailing
economic pressures, its high debt leverage, and the secular shift
away from print media."

In the Dec. 14, 2012, edition of the TCR, Moody's Investors
Service downgraded the Corporate Family Rating (CFR) for The
Sheridan Group, Inc. (Sheridan) to Caa1 from B3.  Sheridan's Caa1
CFR reflects risks that the intense secular challenges facing the
printing industry will compromise refinance activities as the
company addresses its upcoming maturities, including the $15
million revolving working capital facility due October 2013 and
the $128 million senior secured notes in April 2014.


SOUTHERN MONTANA: Valuation Consultant Now Known as Harper Hofer
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana approved the
supplemental motion of Lee A. Freeman, the duly appointed and
acting Chapter 11 trustee for Southern Montana Electric Generation
and Transmission Cooperative, Inc., to employ Harper Hofer and
Associates, LLC, as valuation consultant.

According to the trustee, on May 3, 2012, the Court authorized the
employment of valuation firm Harper Lutz Zuber Hofer and
Associates as valuation consultant, and on June 8, Harper Lutz
Zuber Hofer and Associates changed its name to Harper Hofer and
Associates, LLC.

The trustee stated, among other things, "[t]he name change does
not substantively impact any of the statements in the firm's
retention application or affidavit in support thereof, and the
trustee intends to treat the Court-approved retention letter as
applying to the renamed firm."

As reported in the Troubled Company Reporter on May 14, 2012,
Harper Lutz is expected to provide valuation consultation
services, including those related to (i) opining on the values of
the Debtor's wholesale power contracts with its members; and (ii)
serving as a consulting expert on valuation issues related to the
Contracts.  The trustee may also use the firm for litigation
support; if so, the trustee will separately move to expand the
scope of the firm's retention.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


SUGARLEAF TIMBER: Andrew Brumby Appointed as Mediator
-----------------------------------------------------
The Hon. Paul M. Glenn The U.S. Bankruptcy Court for the Middle
District of Florida appointed Andrew Brumby, Esq., to serve as
mediator in the Chapter 11 case of Sugarleaf Timber LLC.

Pursuant to an agreed order directing mediation and appointing
mediator, these persons and parties agreed to participate in
mediation as to the matters scheduled in the case on Jan. 10-11,
2012: the Debtor, Farm Credit of Florida, ACA; AgFirst Farm Credit
Bank; Federal agricultural Mortgage Corporationg, also known as
Farmer Mac; Gary A. Miller; Richard A. Miller; Frank E. Miller;
A.J. Johns; Lawrence R. Towers; and Avery C. Roberts.

Mr Brumby's compensation is $440/hour.  Payment for the mediation
will be allocated equally between the parties -- 33% to be paid by
the Farm credit entities, 33% to be paid by the Debtor and 33% to
be paid by the individual guarantors.

                      About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the
business of purchasing, developing, and reselling real property in
Northeast Florida.  The Company filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.  Chief
Bankruptcy Judge Paul M. Glenn presides over the case.  Robert D.
Wilcox, Esq., at Brennan, Manna & Diamond, P.L., in Jacksonville,
Fla., serves as the Debtor's bankruptcy counsel.

In its schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.

The Debtor's plan that was filed in October 2011 provides for the
delivery of a portion of the Debtor's properties which are subject
to Farm Credit's liens, which delivery the Debtor asserts will
provide the "indubitable equivalent" of Farm Credit's secured
claim.  Management of the reorganized Debtor will remain the same
after the bankruptcy exit.  Counsel for Farm Credit has opposed
the Plan, citing that the Plan is a partial "dirt for debt" plan
seeking to force Farm Credit to receive a portion of its real
property in full satisfaction of approximately $27,400,000 in
secured claims while the Debtor retains approximately 622 acres of
real property collateral which Farm Credit is forced to release
under the Plan.

An Official Committee of Unsecured Creditors has not been
appointed.  Additionally, no trustee or examiner has been
appointed.


SUNY DOWNSTATE MEDICAL: Facing Liquidity Crunch
-----------------------------------------------
Gale Scott, writing for Crain's New York Business, reports the
State University of New York Downstate Medical Center has been
losing $3 million a week and could run out of cash by May,
according to an audit released Thursday by State Comptroller
Thomas DiNapoli.

The report relates the medical center's president, Dr. John
Williams, and the auditors agreed that the financial problems are
due in part to the system's acquisition of money-losing Long
Island College Hospital, a drop in hospital-bed occupancy amid
reductions in state and federal aid, and an increase in the cost
of labor and pension plans.  But the auditors blamed part of the
problem on bad decisions by prior hospital management.

According to Crain's, the auditors noted that in June 2011 the
state advanced the ailing system $75 million.  The medical center
spent that money in four months. It continues to hemorrhage cash.
The hospital's operating loss for the six months ended June 30,
2012, was $113.5 million, the audit said. Losses for 2012 could
exceed $200 million. Operating and non-operating losses for 2011
were $275.8 million. The auditors called the financial outlook
"very bleak."

Downstate is the fourth largest employer in Brooklyn, with 8,000
employees, Crain's says.


SYNTAX-BRILLIAN: Del. Court Won't Reinstate Suit Against Bank
-------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon denied the request of SB
Liquidation Trust, successor-in-interest to Syntax-Brillian
Corporation and its affiliated debtors, to reinstate a lawsuit
against Preferred Bank.

Syntax in November 2004entered into a loan agreement with the Bank
for $3.75 million.  The Bank provided letters of credit and trust
receipts to finance Syntax's acquisition of imported inventory
from Taiwan Kolin Company.

The Trust initiated adversary proceeding against the Bank to
recover damages allegedly owed to the Debtors.  In its Complaint,
the Trust alleged that the Bank aided and abetted the Debtors'
officers and directors in breaching their fiduciary duties and
perpetuating fraud.  Further, the Complaint alleged avoidance
actions for purportedly fraudulent transfers received by the Bank.
The Bank won dismissal of the complaint pursuant to an Order and
Opinion dated July 25, 2011.  The Trust moved for relief from the
dismissal order, arguing that newly discovered evidence warrants
relief under Fed.R.Civ.P. Rules 60(b)(2) and 60(b)(6).

Through an investigation by the Securities and Exchange
Commission, and statements from Brian Pak, a graphics designer at
SBC, whose full involvement in the fraud was not previously known
to the Trust, the Trust discovered that SBC sold its HD TVs at a
loss, i.e., it was under-cost selling, which caused significant
losses.  Because of the under-cost selling, the Trust said it now
understands the true extent and nature of the fraud perpetuated by
the Insiders.

The Trust also argues that the Court should grant leave to amend
its complaint to incorporate the newly discovered evidence.

However, the Bank argues the Bankruptcy Court lacks jurisdiction
because the Plaintiff timely appealed the dismissal order.  The
Bank also argues that the Trust's Motion fails to satisfy the
requirements of both Rules 60(b)(2) and 60(b)(6).

Judge Shannon agrees with the Bank.  The judge also held that the
Trust fails to show that the "new evidence" would have changed the
result of the lawsuit.  The Trust's new information stems from the
SEC investigation and complaint.  The SEC's complaint does not
mention the Bank nor does it implicate the Bank in any wrongdoing.
The statements made by Brian Pak led the Trust to understand the
mechanics of the fraud in greater detail, but this new
understanding fails to implicate the Bank in any new way.

The case is, SB Liquidation Trust, Plaintiff, v. Preferred Bank,
Defendant, Adv. Proc. No. 10-51389 (Bankr. D. Del.).  A copy of
the Court's Jan. 15, 2013 is available at http://is.gd/pC9eRsfrom
Leagle.com.

                       About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation manufactured
and marketed LCD HDTVs, digital cameras, and consumer electronics
products including Olevia(TM) brand high-definition widescreen LCD
televisions and Vivitar brand digital still and video cameras.
Syntax-Brillian was the sole shareholder of California-based
Vivitar Corporation.

The Company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Del. Lead Case No.08-11407.  Lawyers at
Greenberg Traurig LLP represented the Debtors as counsel.  Five
members composed the official committee of unsecured creditors.
Pepper Hamilton, LLP, represented the Committee as counsel.  Epiq
Bankruptcy Solutions, LLC, served as the Debtors' balloting,
notice, and claims agent.  When the Debtors filed for protection
against their creditors, they disclosed total assets of
$175,714,000 and total debts of $259,389,000.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11
Liquidation Plan in an order dated July 6, 2009.  Under the Plan,
general unsecured claims were to received pro rata distributions
from a liquidating trust after payment of the trust's expenses and
a "liquidating trust funding reimbursement."  Holders of allowed
prepetition credit facility claims were to receive their pro rata
distributions from a lender trust, after payment in full of
allowed DIP facility claims.  A full-text copy of the Debtors' 2nd
amended Chapter 11 liquidating plan is available at:

   http://bankrupt.com/misc/syntax-brillian2ndamendedplan.pdf

The SB Liquidation Trust is represented by David M. Fournier,
Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP; and
Allan B. Diamond, Esq., Andrea L. Kim, Esq., Eric D. Madden, Esq.,
and Michael J. Yoder, Esq., at Diamond McCarthy LLP.


TELETOUCH COMMUNICATIONS: Delays Form 10-Q for Nov. 30 Quarter
--------------------------------------------------------------
Teletouch Communications, Inc.'s quarterly report on Form 10-Q for
the fiscal quarter ended Nov. 30, 2012, was not filed within the
prescribed time period because the Company requires additional
time to finalize the Quarterly Report and the financial statements
included therein.

As previously disclosed, the Company has been engaged and is
currently in the process of renegotiating the terms of its debt
facility and, therefore, the Company was unable to complete the
Quarterly Report without unreasonable effort or expense.  The
Company expects that the Quarterly Report will be filed within the
5-day time frame allowed by the extension.

The Company expects to report a net loss from continuing
operations of $376,000 for the quarter ended Nov. 30, 2012,
comared with net income from continuing operations of $7.81
million for the same period a year ago.  The Company also
estimated a net loss from continuing operation sof $487,000 for
the six months ended Nov. 30, 2012, compared with net income from
continuing operations of $7.10 million for the same period during
the prior year.

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

                        http://is.gd/J5wSX0

                         About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

The Company's balance sheet at Aug. 31, 2012, showed $11.88
million in total assets, $18.21 million in total liabilities and a
$6.33 million total shareholders' deficit.

BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012.  The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.


TESORO CORP: Moody's Assigns 'Ba1' Rating to $500-Mil. Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Tesoro
Corporation's (TSO) proposed $500 million term loan credit
facility. At the same time, Moody's affirmed TSO's Ba1 Corporate
Family Rating, placed on review for downgrade TSO's Ba1 rated
senior unsecured notes and its Baa2 rated secured revolving bank
credit facility. Moody's upgraded TSO's Speculative Grade
Liquidity (SGL) rating to SGL-2 from SGL-3.

Proceeds from the proposed $500 million term loan will be used to
partially finance the pending acquisition of BP p.l.c.'s Carson
refinery and related marketing and logistics assets for $1.075
billion plus working capital (estimated at roughly $1.3 billion).
The acquisition is expected to close before mid-2013, subject to
regulatory approvals.

Issuer: Tesoro Corporation

  Assignments:

    US$500M Senior Secured Bank Credit Facility, Assigned Ba1

    US$500M Senior Secured Bank Credit Facility, Assigned a range
    of LGD3, 48 %

  Upgrades:

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

  On Review for Possible Downgrade:

    US$1850M Senior Secured Bank Credit Facility, Placed on
    Review for Possible Downgrade, currently Baa2

    US$300M 9.75% Senior Unsecured Regular Bond/Debenture, Placed
    on Review for Possible Downgrade, currently Ba1

    US$450M 4.25% Senior Unsecured Regular Bond/Debenture, Placed
    on Review for Possible Downgrade, currently Ba1

    US$475M 5.375% Senior Unsecured Regular Bond/Debenture,
    Placed on Review for Possible Downgrade, currently Ba1

Ratings Rationale

The Ba1 rating on TSO's proposed $500 million secured term loan
reflects both the overall probability of default of TSO, to which
Moody's assigns a Probability of Default Rating of Ba1-PD, and a
loss given default of LGD 3 (48%). The proposed term loan is
secured by a first lien in the equity of Tesoro Refining &
Marketing Company LLC and Tesoro Alaska Company and a first lien
in Tesoro and USA Gasoline trademarks and all trademarks to be
acquired in the pending Carson acquisition. The term loan also
benefits from a second lien in the collateral security of TSO's
revolving bank credit facility, which includes substantially all
of TSO's crude oil and refined product inventories plus the cash
and receivables of its active domestic subsidiaries.

The review for downgrade of the Ba1 rated senior unsecured notes
reflects the expected increase in secured debt in TSO's capital
structure relative to unsecured debt. At closing of the Carson
acquisition, Moody's expects to downgrade the Ba1 rated senior
unsecured notes one notch to Ba2. The review for downgrade of the
Baa2 rated secured revolving bank credit facility reflects the
expected increase in the revolver's size at closing of the Carson
acquisition relative to the size of more junior claims in TSO's
capital structure. At closing of the Caron acquisition and
depending on the level of expected drawings on the revolver,
Moody's may downgrade TSO's secured revolving credit facility to
Baa3.

The SGL-2 rating reflects a good liquidity profile, based on TSO
healthy cash balances and cash flow from operations. In addition,
assuming the successful close of the $500 million term loan, TSO
will have secured all financing needed in order to close the
Carson acquisition. As of September 30, 2012, TSO had about $1.4
billion in cash and there were no borrowings under its $1.85
billion secured borrowing base credit facility due January 4,
2018. The revolver will increase to $3 billion once TSO receives
regulatory approval for Carson, and then will have two automatic
step downs of $500 million within 18 months of this date and an
additional $500 million within 24 months of this date. After about
$1 billion in outstanding letters of credit, availability under
the credit facility was $850 million with a borrowing base of $3.0
billion. Availability under the facility is tied to cash, accounts
receivable and inventory valuations, and covenant clearance on
minimum fixed charge coverage and tangible net worth is sound. TSO
has only $2 million of long term debt maturing in 2013. TSO is
ramping up its growth capital, and Moody's estimates that Tesoro's
capital budget will exceed $600 million in 2013. In addition, the
company has a $500 million share buyback program and an ongoing
dividend. An additional source of liquidity in 2013 will come from
the winding down of working capital at its Hawaii refinery, which
is in the process of being shut down and converted to a terminal.

The rating affirmation of TSO's Ba1 Corporate Family Rating
reflects its reasonably large and diversified refining portfolio
concentrated in the Western US, and an adequate capital structure
and liquidity profile relative to both its ratings and the
inherent cyclicality and volatility in the refining sector. The
ratings continue to be constrained both by an oversupplied and
weak US gasoline market, significant crude distillation
concentration in California, where TSO faces an increasingly
prohibitive regulatory environment and relatively weak demand, and
management's degree of shareholder return focus.

The pending Carson acquisition will bring significant scale and
strategic benefits to TSO's refining, marketing and logistics
businesses including increased operational efficiencies and
synergies expected from combining the operations of the Wilmington
and Carson refining and marketing businesses, which combined will
represent the largest refinery in the West Coast; the relatively
more stable cash flows provided by the logistics and retail
components of the acquisition; and a reasonable purchase price.
These positive factors help mitigate TSO's increased earnings and
cash flow exposure to the California refining market.

In addition, TSO has been successful in maintaining large cash
balances since the Carson acquisition was announced in August of
2012. As such, the level of debt financing of the Carson
acquisition appears to be reasonable for TSO's Ba1 Corporate
Family Rating, which would support the return of the rating
outlook to stable at closing of the acquisition.

The Carson acquisition is expected to initially financed with a
combination of cash already on the balance sheet and secured debt
(including drawings under TSO's revolving credit facility). During
the first year post closing, management anticipates dropping down
around $1 billion of the purchased assets to its MLP, Tesoro
Logistics LP (Ba3 stable) in order to permanently finance the
transaction. Nevertheless, the ultimate degree of debt financing
will largely be dependent on TSO's cash balances at closing and
Tesoro Logistics' level of equity financing of drop downs, which
faces a degree of execution risk.

The principal methodology used in rating Tesoro was the Global
Refining and Marketing 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.

Tesoro Corporation is headquartered in San Antonio, Texas.


TESORO CORP: S&P Assigns 'BB+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BBB-' issue rating and '2' recovery rating to San Antonio, Texas-
based Tesoro Corp.'s proposed $500 million term loan B that will
mature in 2016.  The company intends to use net proceeds from the
offering to finance the purchase of British Petroleum's integrated
Southern California refining and marketing business and for
general corporate purposes.  The term loan will be secured by a
perfected security interest in all equity interests of certain
subsidiaries and certain trademarks owned and acquired by the
borrower and a second priority interest in other tangible and
intangible assets.

The rating reflects the consolidated credit quality of Tesoro and
its operating subsidiaries, its "fair" business risk profile, and
"significant" financial risk profile.  The issue rating is one
notch above the corporate credit rating given the collateral
package.  S&P expects "substantial" recovery on the debt in case
of a payment default.  Currently, Tesoro Corp. has about
  $1.3 billion in debt outstanding.  In 2013, S&P expects Tesoro's
debt/EBITDA to be roughly at 1.5x to 2x, and for the company to
maintain adequate liquidity.

RATINGS LIST

  Tesoro Corp.
  Corp. credit rating                  BB+/Stable/--

  New Rating
  Proposed $500 mil term loan B        BBB-
    Recovery rating                    2


THQ INC: Gibson, Young Conaway Hiring Approvals Sought
------------------------------------------------------
BankruptcyData reported that THQ Inc. filed with the U.S.
Bankruptcy Court motion to retain Gibson, Dunn & Crutcher as
counsel at hourly rates ranging from $555 to 995 and Young Conaway
Stargatt & Taylor, as attorney at the following hourly rates:
attorney at $285 to 975 and paralegal at $80 to 250.

Meanwhile, Stephanie Gleason at Dow Jones' DBR Small Cap reports
that THQ Inc. is requesting bankruptcy-court permission to use a
$1.5 million trust fund, set up in 2005 as an employment benefit
for management-level employees, to instead be used to pay its
creditors.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.


TPC GROUP: $100MM Add-On Notes No Impact on Moody's 'B2' CFR
------------------------------------------------------------
Moody's Investors Service said that TPC Group's (TPC, B2, Stable
outlook) B2 Corporate Family Rating (CFR) and the B3 rating on the
8.75% Senior Secured Notes due 2020 are not affected by the $100
million add-on to the notes issue.

The following summarizes the ratings:

TPC Group Inc.

  Corporate Family Rating -- B2

  Probability of Default Rating -- B2-PD

  $755mm 8.75% Senior Secured Notes due 2020 -- B3 (LGD4, 61%)
  from B3 (LGD4, 63%)

Outlook - Stable

Ratings Rationale

The principal methodology used in rating TPC was the Global
Chemical Industry Methodology, published in December 2009. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

TPC is a processor of crude C4 hydrocarbons (primarily butadiene,
butene-1, isobutylene), differentiated isobutylene derivatives and
nonene and tetramer. For its product lines, TPC is either the
largest or second largest independent North American producer. The
company operates three Texas-based manufacturing facilities in
Houston, Baytown and Port Neches. Revenues were $2.4 billion for
the twelve months ended September 30, 2012.


TPC GROUP: S&P Keeps 'B' Rating over New $100MM Add-On Notes
------------------------------------------------------------
Standard & Poor's Ratings Services updated its recovery analysis
on Houston, Texas-based TPC Group Inc. to reflect the company's
proposed $100 million add-on to its existing $655 million senior
secured notes.  S&P has maintained its 'B' issue-level rating
and '4' recovery rating on the senior secured notes, indicating
its expectation of average (30% to 50%) recovery in the event of a
payment default.

"We expect that the proceeds from the add-on offering will be used
to pre-fund capital spending associated with the restart of one of
the company's idle dehydrogenation units, which will produce on-
purpose isobutylene.  All of our other existing ratings on the
company, including the 'B' corporate credit rating, remain
unchanged.  The outlook is stable," S&P said.

The ratings on TPC Group reflect its narrow product range of
commodity compounds, limited customer and geographic diversity,
cyclicality in its key markets, modest EBITDA margins, and very
aggressive financial policies.  These risk factors are partially
offset by the company's favorable competitive position and S&P's
expectation that butadiene will remain structurally short over the
next few years due to the shift toward light cracking. Standard &
Poor's characterizes TPC Group's business risk as "weak" and its
financial risk as "highly leveraged."

RATINGS LIST

TPC Group Inc.
Corporate Credit Rating              B/Stable/--

Ratings Affirmed

TPC Group Inc.
Senior Secured                       B
  Recovery Rating                     4


TRIBUNE COMPANY: Elects Bruce Karsh as Board Chairman
-----------------------------------------------------
Tribune Company on Jan. 17 disclosed that its Board of Directors
has elected Bruce Karsh as Chairman of the Board and Peter Liguori
as Chief Executive Officer.  The appointments are effective
immediately.  The company also announced that former Chief
Executive Officer Eddy Hartenstein will continue to serve as
Publisher of the Los Angeles Times and CEO of the Los Angeles
Times Media Group, and will act as special advisor to the Office
of the CEO.

"The Board is very optimistic about Tribune's future," said
Mr. Karsh.  "The company is well-positioned across its markets and
now has a strong balance sheet, significant liquidity and low
debt, so there is a lot of opportunity ahead."

Since 1995, Mr. Karsh has served as President and co-founder of
Oaktree Capital Management, L.P., formerly Oaktree Capital
Management, LLC, a Los Angeles-based investment management firm.
Prior to co-founding Oaktree, Karsh was a Managing Director of the
TCW Group and the portfolio manager of its Special Credits Funds
for seven years.

"Peter is the ideal choice to be Tribune's next Chief Executive
Officer," said Mr. Karsh.  "He has the talent and experience to
lead the company forward, and has a track record of success.  The
Board has every confidence in him."

Mr. Liguori most recently served as Chief Operating Officer of
Discovery Communications.  Before joining Discovery in 2009, he
served as Chairman of Entertainment for the Fox Broadcasting
Company.  Prior to assuming that position in 2005, Mr. Liguori was
president and CEO of News Corp.'s FX Networks since 1998.

"Tribune is a great company with an incredible collection of media
assets, iconic brands in major markets across the country,
tremendous journalism, and very talented people," said
Mr. Liguori.  "Collectively, the company's digital operations,
broadcast outlets and newspapers are some of the best in the
country.  In many ways, Tribune is like a 165-year old start-up--
there is a lot to build upon."

Mr. Liguori and the Board of Directors also thanked Mr.
Hartenstein for his leadership of the company during its recently
completed Chapter 11 process.

"Tribune was fortunate to have Eddy guiding it through bankruptcy-
-his commitment to keeping operations on track, the businesses
focused and employees energized, was exactly what the company
needed," said Mr. Karsh.  "I am very pleased that Eddy will be
staying with Tribune and The Times."

Mr. Hartenstein said, "I'm pleased that the Chapter 11 process is
complete and we can all turn our full attention to growing our
business and making this company as successful as possible."

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRIBUNE CO: To Drop Clawback Lawsuits Against Many Top Executives
-----------------------------------------------------------------
Peg Brickley at Daily Bankruptcy Review reports that just out of
bankruptcy, Tribune Co. intends to drop the bulk of some 170
lawsuits that targeted senior media executives who cashed in on
the going-private deal that ruined the company's finances.

The in-court announcement came as Tribune moved to take control of
part of the flood of litigation touched off by its 2008 collapse
into Chapter 11, which happened less than a year after a leveraged
buyout, according to the report.

The report relates that lawsuits will continue against upper-
echelon executives such as former Chief Executive Dennis
FitzSimons, who pocketed $47 million out of the deal, court papers
say.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TWG CAPITAL: Wins Extension to File Creditor-Payment Plan
---------------------------------------------------------
Patrick Fitzgerald at Dow Jones' DBR Small Cap reports that
Indianapolis insurance finance firm TWG Capital Inc. won a 90-day
extension of its sole control of its Chapter 11 case while it
works to close the sale of its assets.

TWG Capital filed a Chapter 11 petition (Bankr. S.D. Ind. Case No.
12-11019) on Sept. 14, 2012.  Attorneys at Faegre Baker Daniels
LLP, in Indianapolis, serve as counsel to the Debtor.  The Debtor
estimated less than $1 million in assets and at least $1 million
in liabilities.


UNIFRAX I: Moody's Affirms B2 CFR; Rates Sr. Unsec. Notes Caa1
--------------------------------------------------------------
Moody's Investors Service affirmed heat-resistant ceramic fiber
products company Unifrax I LLC's B2 Corporate Family Rating
("CFR") with a stable outlook. At the same time, Moody's assigned
Ba3 ratings to the company's proposed $450 million first lien
senior secured bank credit facilities and a Caa1 rating to its
proposed $250 million senior unsecured notes. Unifrax plans to
apply the proceeds from the new unsecured notes to repay about
$125 million of existing senior secured debt, fund a business
acquisition, and pay related fees and expenses.

"The proposed transactions stretch the boundaries of the B2 CFR,
but we believe Unifrax will be able to expand cash flow generation
and reduce leverage to more comfortable levels over the next
several quarters. Improved liquidity as a result of the
transaction helps offset the expected temporary increase in
leverage," said Moody's analyst Ben Nelson.

The transaction will cause Debt/EBITDA to rise to the mid 5 times
area on a pro forma basis from about 5 times for the twelve months
ended September 30, 2012. Leverage would be higher than the 5
times expected for the B2 rating, but only temporarily as the
rating assumes the company will grow EBITDA and/or apply excess
cash flow to repay debt. The acquisition would increase scale, add
new product categories, and is expected to be accretive to free
cash flow. The new financing would improve liquidity by increasing
balance sheet cash, repaying all revolver borrowings, and
eliminating financial maintenance covenants. These positive
factors offset the temporary increase in leverage and integration
risk related to the acquisition, and drives the affirmation of the
B2 CFR.

Moody's continues to expect a difficult macroeconomic environment
will challenge Unifrax to achieve organic earnings growth.
However, interest coverage remains solid for the rating category
and much of the company's capital spending is discretionary. Free
cash flow should improve with a reduction in capital spending
following the completion of major capital projects related to the
Saffil acquisition and with the addition of incremental cash flow
from the acquired business.

The actions:

Issuer: Unifrax I LLC

  Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Upgraded to B2-PD from B3-PD

  Proposed $50 million First Lien Senior Secured Revolving Credit
  Facility, Assigned Ba3 (LGD2, 28%)

  Proposed $400 million First Lien Senior Secured Term Loan B,
  Assigned Ba3 (LGD2, 28%)

  Proposed $250 million Senior Unsecured Notes Due 2019, Assigned
  Caa1 (LGD5, 83%)

Outlook, Stable

The B2 ratings on the existing senior secured credit facilities
will be withdrawn following the completion of the proposed
transactions and full repayment of these obligations. The ratings
are subject to Moody's review of the final terms and conditions of
the proposed transactions.

Ratings Rationale

The B2 CFR is constrained by modest size, a narrow product line of
ceramic fiber products, and exposure to cyclical automotive and
industrial end markets. The rating acknowledges cyclical end
market characteristics and incorporates some tolerance for
variation in earnings, but incorporates expectations for
relatively stable profit margins through economic cycles. The
rating benefits from high margins, strong market positions, broad
customer base, and operational and geographic diversity. Good
liquidity also supports the rating.

The stable rating outlook anticipates improved free cash flow and
that the company will maintain a good liquidity position. Moody's
could downgrade the rating with adverse developments with respect
to the company's operations or end markets, expectations for
leverage sustained above 5 times, marginal or negative free cash
flow generation, or deterioration in the company's liquidity
position. Conversely, Moody's could upgrade the rating with
expectations for leverage below 4 times and retained cash flow to
debt above 10% on a sustained basis. An upgrade likely would
require a commitment to more conservative financial policies.

The principal methodology used in this rating was the Global
Chemical Industry 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.

Unifrax I LLC produces heat-resistant ceramic fiber products for a
variety of industrial applications. Private equity firm American
Securities acquired the company in a secondary leveraged buyout
transaction from private equity firm AEA Investors in late 2011.
Headquartered in Niagara Falls, New York, the company generated
revenues of approximately $437 million for the twelve months ended
September 30, 2012 on a pro forma basis for the Saffil acquisition
of October 31, 2011.


UNIFRAX HOLDING: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating (CCR) on Niagara Falls, N.Y.-based Unifrax
Holding Co. (Unifrax).  At the same time, S&P assigned a 'BB-'
issue-level rating (two notches higher than the CCR) to the
company's proposed new first-lien debt, which includes a
$50 million revolver and a $400 million term loan.  The recovery
rating is '1', indicating S&P's expectation of very high (90%-
100%) recovery in a payment default scenario.  S&P also assigned a
'B-' issue-level rating (one notch below the CCR) to the company's
proposed $250 million senior unsecured notes.  The recovery rating
on this debt is '5', indicating S&P's expectation of modest (10%-
30%) recovery in a payment default scenario.  Unifrax I LLC will
be the borrower under the term loan and revolving credit facility,
and will issue the senior unsecured notes.  Unifrax UK Holdco
Ltd., Unifrax Ltd., and Unifrax GMBH will be co-borrowers under
the revolving credit facility.  S&P expects the company to use
proceeds from the new facility and notes to redeem all outstanding
debt under its existing credit facilities and to fund the
acquisition of a specialty fiber producer.  The outlook is stable.

Standard & Poor's ratings on Niagara Falls, N.Y.-based thermal
management and insulation solutions provider Unifrax Holding Co.
reflect S&P's assessment of the company's "weak" business risk
profile and "highly leveraged" financial risk profile.

"The business risk profile assessment reflects the company's
limited scale of operations as a niche producer in its core
industrial and automotive application markets," said Standard &
Poor's credit analyst Svetlana Olsha.  We expect Unifrax's organic
revenues to grow by low single digits next year, given our
expectations for a continuing slowdown in industrial production as
well as macroeconomic weakness in Europe.  Some improvement in
automotive products sales stemming from increasingly stringent
emission control regulations and increased vehicle demand in
emerging economies should partially offset this.  We expect
Unifrax to sustain EBITDA margins at good levels of about 24%.
Our assessment of the company's management and governance is
"fair."

Unifrax is a global producer of ceramic fiber insulation products
for high-temperature applications used for metal and ceramic/glass
processing, automotive emission control, and fire protection
purposes.  Ceramic fiber is a heat-resistant material that a
variety of industries use for its stability at high temperatures
and lightweight, low-heat-transmission properties.  The
acquisition will provide Unifrax with exposure to filtration and
battery separator markets.  S&P expects the company to maintain
significant market share as one of the top two competitors in the
global refractory ceramic fiber market, with the remaining
competition composed of smaller regional players.

"We expect the company's end markets to remain cyclical,
fragmented, and highly competitive.  However, Unifrax's relatively
diverse customer base, as well as a significant proportion of
revenue from maintenance and replacement, should help reduce
earnings and cash flow volatility.  Unifrax's North American and
European markets are mature, and we expect the company to expand
its operations in higher-growth emerging markets, especially China
and India, where it currently has a limited presence," S&P said.

Unifrax has a highly leveraged financial profile and an aggressive
financial policy.  Pro forma for the transaction, Unifrax's credit
metrics include total debt to EBITDA of about 5.7x and EBITDA
interest coverage of about 2.6x as of Sept. 30, 2012.  S&P
believes the company will maintain metrics in line with what it
considers appropriate for the ratings, specifically total debt to
EBITDA of 5x to 6x and EBITDA interest coverage of 2.0x to 2.5x.
S&P expects that Unifrax will make bolt-on acquisitions and could
fund purchases with both cash on hand and debt.  S&P expects the
company to make acquisitions that complement its existing
manufacturing capabilities and products.

The outlook is stable.  The company's good niche market positions
and operating margins should help sustain credit measures that are
appropriate for the rating, specifically debt to EBITDA of 5x to
6x and EBITDA interest coverage of 2.0x to 2.5x.

S&P could lower the rating if weak operating performance causes
credit measures to deteriorate, specifically if leverage exceeds
6x for an extended period.  S&P believes this could happen if
weakening industrial and automotive markets cause revenue to
decline by about 10% and lower fixed-cost absorption pressures
margins.

S&P could raise the rating if stronger-than-expected growth in the
company's end markets leads to high cash flow generation and debt
reduction such that financial leverage declines to and remains
below 5x.


UNIVERSITY GENERAL: To Present at Equity Conference on Jan. 22
--------------------------------------------------------------
University General Health System, Inc., will be presenting at the
Noble Financial Capital Markets 9th Annual Equity Conference.  The
conference will be held Jan. 21-23, 2013, at the Hard Rock Hotel
in Hollywood, Florida.

The University General Health System presentation will be
delivered by Donald Sapaugh, president, and Mike Griffin, chief
financial officer, at 9:00 a.m. Eastern Time on Tuesday, Jan. 22,
2013, in Room 1.

At the time of the presentation, a live audio and high-definition
video webcast of University General Health System's presentation
and a copy of the presentation materials will be available on the
Company's Web site at www.ughs.net and through the Noble Financial
websites at www.noblefcm.com and
www.nobleresearch.com/NINE/home.htm.  University General Health
System recommends registering at least 10 minutes prior to the
start of the presentation in order to ensure timely access.  A
Microsoft SilverLight viewer will be required to participate in
the "live" webcast.  A free download of the Microsoft SilverLight
viewer will be available on the presentation link at:
http://noble.mediasite.com/Play/a0f0bdd71d0c47dfb835aa9ff14e156c1d

                     About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.


URANIUM ONE: S&P Revises Outlook to Developing; Affirms 'BB-' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Uranium One Inc. to developing from stable.  At the same time,
Standard & Poor's affirmed its 'BB-' long-term corporate credit
rating on the company.

S&P base the outlook revision on Uranium One's agreement to be
acquired by its majority shareholder, JSC Atomredmetzoloto (ARMZ),
for C$1.3 billion.

"The developing outlook is partially based on the potential for an
improvement in the company's credit quality related to possible
enhancements, in our view, of parental or government-related
support due to the prospect of greater integration between Uranium
One and ARMZ," said Standard & Poor's credit analyst George
Economou. " Conversely, the outlook also reflects several downside
risks associated with the proposed deal including potential
changes to the company's asset profile, financial policies and
financial flexibility, and uncertain regulatory responses in
several jurisdictions," Mr. Economou added.

A developing outlook means that S&P could raise or lower the
rating over a period of about one year.

"The rating on Uranium One reflects our view of the company's
narrow operating and geographic diversification, exposure to
foundering uranium spot prices, relatively short collective mine
life, limited track record, and reliance on residual cash flows
from its joint venture mine operations.  This is somewhat offset,
in our opinion, by Uranium One's attractive cost profile,
increasing production base, relatively low debt leverage, and a
resilient long-term demand outlook for uranium from a growing
worldwide nuclear reactor fleet," S&P noted.

Standard & Poor's assesses Uranium One's stand-alone credit
profile (SACP) at 'b+'.

Majority shareholder ARMZ is a wholly owned subsidiary of Atomic
Energy Power Corp. (BBB/Stable/A-2), which in turn is a wholly
owned subsidiary of State Atomic Energy Corp. Rosatom (not rated),
a state-owned entity of the Russian Federation (foreign currency:
BBB/Stable/A-2).

"We view the proposed acquisition as providing an opportunity to
strengthen the alignment of interests between Uranium One and
majority shareholder ARMZ, which could lead to stronger incentives
for the majority holders to support Uranium One's credit quality.
We believe that the demonstration of stronger alignment could
manifest by ARMZ fully capturing Uranium One's output into the
group's operating profile, which would not only highlight the
strategic importance of Uranium One to ARMZ but also underscore
the consequently improved relative standing of ARMZ in the global
nuclear industry.  Moreover, Uranium One could have broader access
to the financial capacity of its state-backed parents,
particularly at a time when Uranium One's capital requirements
could rise substantially to fund the development of the Mkuju
River project in Tanzania," S&P added.

"The developing outlook reflects our view that we could raise or
lower the rating or SACP on Uranium One depending on the potential
changes to the company's strategic direction and financial
policies.  That said, we expect that Uranium One's low-cost
production profile and long-term sale contracts should help
support the company's operating performance through this year with
an adjusted debt-to-EBITDA leverage ratio near 3x, on a
proportionately consolidated basis, with EBITDA generation of more
than US$250 million," S&P said.

S&P could raise the rating if the proposed acquisition leads them
to improve its view of potential support from the company's parent
or via its status as a government-related entity under its
criteria.

Alternatively, S&P could lower the rating if it believes that the
company's asset quality could deteriorate or debt levels were to
increase significantly causing its adjusted debt-to-EBITDA
leverage ratio to surpass 4.5x, a key threshold for downward
ratings pressure.


UTSTARCOM HOLDINGS: Himanshu Shah Hikes Equity Stake to 17.7%
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Himanshu H. Shah and his affiliates disclosed
that, as of Jan. 15, 2013, they beneficially own 20,706,948 shares
of common stock of UTStarcom Holdings Corp. representing 17.68% of
the shares outstanding.  Mr. Shah previously reported beneficial
ownership of 19,004,034 common shares or a 12.56% equity stake as
of July 11, 2012.  A copy of the amended filing is available at:

                        http://is.gd/q4y4GT

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $505.93
million in total assets, $279.29 million in total liabilities and
$226.64 million in total equity.


VERTICAL COMPUTER: Secures $1.7 Million Loan from Lakeshore
-----------------------------------------------------------
Vertical Computer Systems, Inc.'s subsidiary, Now Solutions, Inc.,
secured financing in the aggregate amount of $1,759,150, which
amount was utilized to pay off existing indebtedness of the
Company and its subsidiaries to Tara Financial Services, Inc., and
Robert Farias, an employee of the Company.

The Company and several of its subsidiaries entered into a loan
agreement, dated as of Jan. 9, 2013, with Lakeshore Investment,
LLC, under which Now Solutions issued a secured 10 year promissory
note bearing interest at 11% per annum to Lakeshore in the amount
of $1,759,150 payable in equal monthly installments of $24,232
until Jan. 31, 2022.  The Note contains provisions requiring
additional principal reductions in the event sales by Now
Solutions exceed certain financial thresholds.

Pursuant to the Loan Agreement, the Company agreed to make
principal payments toward the Note of $90,000 by Jan. 31, 2013,
which is secured by 10% of the Company's ownership interest in
Priority Time Systems, Inc., and $600,000 by Feb. 28, 2013, which
is secured by 20% of the Company's ownership interest in Now
Solutions.  The Loan Agreement also contains provisions requiring
certain additional principal prepayments toward the Note by the
Company from any litigation or settlement proceeds regarding its
SiteFlash technology less any attorney fees and direct Costs.

The Notes are secured by the assets of the Company's subsidiaries,
Now Solutions, Priority Time, SnAPPnet, Inc., and the Company's
SiteFlash technology and are cross-collateralized.  Upon the
aggregate principal payment of $290,000 toward the Note, the
Company has the option to have Lakeshore release either the
Priority Time collateral or the SiteFlash collateral.  Upon
payment of the aggregate principal $590,000 toward the Note,
Lakeshore shall release either the Priority Time collateral or the
SiteFlash collateral.  Upon payment of the aggregate principal
$890,000 toward the Note, Lakeshore WIll release the SnAPPnet
collateral and upon full payment of the Note, Lakeshore shall
release the Now Solutions collateral.

As additional consideration for the loan, the Company granted a 5%
interest in net claim proceeds from any litigation or settlement
proceeds related to the SiteFlash technology to Lakeshore.  In
addition, until the Note is paid in full, Now Solutions agreed to
pay a Lakeshore royalty of 5% of its annual gross revenues in
excess of $5 million dollars up to a maximum of $1,759,150.

                       About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, MaloneBailey, LLP, in
Houston, Texas, noted that the Company suffered net losses and has
a working capital deficiency, which raises substantial doubt about
its ability to continue as a going concern.

The Company reported a net loss of $167,588 in 2011, compared with
a net loss of $245,164 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.27
million in total assets, $13.70 million in total liabilities,
$9.90 million in convertible cumulative preferred stock, and a
$22.33 million total stockholders' deficit.


VERTIS HOLDINGS: Quad/Graphics Completes Acquisition of Assets
--------------------------------------------------------------
Quad/Graphics, Inc. on Jan. 16 disclosed that it has completed its
acquisition of substantially all of the assets of Vertis Holdings,
Inc., for a net purchase price of $170 million.  This assumes the
purchase price of $267 million less the payment of $97 million for
current assets that are in excess of normalized working capital
requirements.  Quad/Graphics used cash on hand and drew on its
revolving credit facility to finance the acquisition.

The Company expects the acquisition of Vertis to strengthen and
expand its client offering with:

-- An enhanced range of products, services and revenue-generating
solutions;

-- Expanded industry vertical expertise;

-- Increased manufacturing flexibility and distribution
efficiencies from an extended geographic footprint; and

-- New opportunities to help clients realize mailing and
distribution cost-savings from the combined volumes and
capabilities of the two companies.

"We are excited about our acquisition of Vertis and the
opportunities it brings to advance our business and create value
for our clients, employees and shareholders," said Joel Quadracci,
Chairman, President & CEO of Quad/Graphics.  "We have strengthened
our retail ad insert, direct marketing and in-store marketing
solutions, and have expanded our support services to include media
planning and placement, and marketing services.  With more talent
and broader solutions, we are better positioned than ever to drive
business results for our clients."

Vertis generated an estimated $1.1 billion in revenues in 2012 and
approximately $55 million in annual EBITDA on an unaudited basis,
adjusted for restructuring, impairment and other transaction-
related expenses.  The combined company will employ approximately
25,000 employees from more than 70 print-production facilities in
North America, Latin America and Europe.

Gerald Sokol, Jr., Chief Executive Officer of Vertis, said: "We
have had the opportunity to work very closely with Joel Quadracci
and his team over these last several months in planning a
successful integration.  More than ever, we are convinced that
this combination represents the best possible outcome for our
customers, employees and other stakeholders."

"We are excited to begin our work as an expanded company and build
on our long-standing commitment to take print to a higher level,"
Mr. Quadracci said.  "Print has power in today's multichannel
world and we know how to leverage that power to make print perform
better than ever."

                            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.


VERTIS HOLDINGS: Cousins Chipman Is Committee's Del. Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Vertis Holdings, Inc., et al., asked the U.S. Bankruptcy
Court for the District of Delaware for permission to retain
Cousins Chipman & Brown, LLP as its Delaware counsel.

The hourly rates of CCB's personnel are:

         Scott D. Cousins                $645
         Mark D. Olivere                 $435
         Ann M. Kashishian               $250
         Partners                    $450 - $645
         Associates                  $225 - $435
         Legal Assistance/Paralegals  $180 - $225

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

                       About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts the 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 again 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.

The Debtor tapped Alvarez & Marsal North America to provide the
Debtors with a chief restructuring officer and certain additional
personnel and designating Andrew Hede as C.R.O.  The Court
approved procedures for the bidding, auction and sale of Vertis
Holdings Inc.'s assets.  The Court also approved, on a final
basis, the Debtor's $150 million DIP loan and use of cash
collateral.

Roberta A. DeAngelis, U.S. Trustee for Region 3 appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.


VERTIS HOLDINGS: Perella Weinberg Is Financial Advisor
------------------------------------------------------
Vertis Holdings, Inc., et al., asked the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Perella Weinberg
Partners LP as financial advisors and investment banker.

Perella Weinberg will, among other things:

   -- keep up to date with the Debtors' business operations,
      properties financial condition and prospects;

   -- continue to review the Debtors' financial condition and
      outlook; and

   -- analyze the Debtors' financial liquidity and evaluating
      alternatives to improve the liquidation.

The Debtor agreed to pay Perella Weinberg:

   -- a month fee of $150,000;

   -- a restructuring fee of $1,200,000 after restructuring,
      financing or sale being consummated; and

   -- reimbursement of reasonable expenses.

Prepetition, PWP received $1,500,000 in fees and $65,281 in
expenses from the Debtors for prepetition services rendered, and
expenses incurred.  PWP has not received any payment since the
petition date.

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

                       About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts the 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 again 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.

The Debtor tapped Alvarez & Marsal North America to provide the
Debtors with a chief restructuring officer and certain additional
personnel and designating Andrew Hede as C.R.O.  The Court
approved procedures for the bidding, auction and sale of Vertis
Holdings Inc.'s assets.  The Court also approved, on a final
basis, the Debtor's $150 million DIP loan and use of cash
collateral.

Roberta A. DeAngelis, U.S. Trustee for Region 3 appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.


VERTIS HOLDINGS: Richards Layton Is Debtors' Co-Counsel
-------------------------------------------------------
Vertis holdings, Inc., et al., asked the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Richards, Layton
& Finger, P.A., as co-counsel.

Jason M. Madron, a counsel at RL&F, tells the Court that the firm
received a total retainer of $85,000 for services rendered and
expenses incurred.  The Debtors propose that the remainder of the
retainer paid to RL&F and not expended for prepetition services
and disbursements be treated as an evergreen retainer.

The Debtors intend and believe that the services of RL&F will
compliment and not duplicate the services rendered by any other
professional retained in the Chapter 11 cases.  The Debtors also
filed an application seeking to employ Cadwalader, Wickersham &
Taft LLP as their lead counsel.

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

                       About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts the 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 again 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.

The Debtor tapped Alvarez & Marsal North America to provide the
Debtors with a chief restructuring officer and certain additional
personnel and designating Andrew Hede as C.R.O.  The Court
approved procedures for the bidding, auction and sale of Vertis
Holdings Inc.'s assets.  The Court also approved, on a final
basis, the Debtor's $150 million DIP loan and use of cash
collateral.

Roberta A. DeAngelis, U.S. Trustee for Region 3 appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.


VIGGLE INC: Terminates Merger Agreement with GetGlue
----------------------------------------------------
The merger agreement between Viggle Inc. and GetGlue has been
terminated.

"During the time we started talking to GetGlue about an
acquisition and since the merger agreement was signed in November,
we have seen impressive growth in our business," Robert F.X.
Sillerman, Executive Chairman and CEO of Viggle said.  "We are
pleased with this positive momentum."  He added that the
termination of the agreement was cordial.  "We wish GetGlue and
Alex all the best."

As a result of the termination, Viggle will be obligated to
reimburse AdaptiveBlue up to $500,000 for its costs, fees and
expenses incurred in connection with the negotiation of and
performance of its obligations under the Merger Agreement.

AdaptiveBlue is the company that develops GetGlue, a leading
social entertainment network.

                  Viggle Has Single Busiest Day

Viggle announced that following on the significant growth of the
last quarter it had its biggest single day, January 13, with
nearly 870,000 verified audio check-ins.

As of the end of the quarter ended Dec. 31, 2012, 1,732,528 users
have registered for Viggle's application, of which 108,883 have
been deactivated, for a total of 1,623,645 registered users.  This
represents a 42% increase over the number of registered users as
of Sept. 30, 2012.

Viggle is continuing its steady growth, adding 351,000 monthly
active users in the first 13 days of January alone.  For the
months of October, November, and December, 2012, monthly active
users were 233,607, 369,630 and 443,292, respectively.  Everyday,
Viggle users are heavily engaged in the service, learning about
new shows to watch, engaging in real-time synched experiences such
as MyGuy and Viggle LIVE, chatting with other users about their
favorite shows and all the while earning points that can be
redeemed for real rewards.

"We are very pleased with the user growth we experienced in our
second fiscal quarter," said Greg Consiglio, President and COO of
Viggle.  "We are excited to carry that momentum into the new year
and believe that this positive momentum will position us well for
the year ahead."

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


WEST PENN ALLEGHENY: Pursues Out-of-Court Restructuring
-------------------------------------------------------
Highmark Inc., West Penn Allegheny Health System (WPAHS) and
selected WPAHS bondholders on Jan. 16 disclosed that they have
reached an agreement on the financial future of the health system.
The agreement paves the way to advance the proposed Highmark-WPAHS
affiliation to the Pennsylvania Insurance Department (PID) for its
consideration, enables WPAHS to restructure its debt out of court,
and preserves the pensions of some 12,000 health system employees.

"Paramount to our affiliation with West Penn Allegheny is
preserving provider competition and choice in health care
providers for the entire community," said William Winkenwerder,
Jr., M.D., president and CEO of Highmark.  "Throughout this
process we all worked hard to develop a financial plan for the
short and long term financial stability of the health system.  We
are glad to have reached common ground with everyone, and we
appreciate the strong support from the community and elected
officials."

In the consensual plan, which does not require any bankruptcy
court approvals, Highmark has offered to purchase the outstanding
series 2007A bonds issued for WPAHS by the Allegheny County
Hospital Development Authority for cash at 87.5 percent of par
amount.  The plan will reduce WPAHS' outstanding debt and
strengthen its balance sheet, forming a more solid foundation for
the health system's future success as part of Highmark's
integrated delivery network.

"We are pleased that West Penn Allegheny, our bondholders and
Highmark have reached this important milestone to help further our
pending affiliation with Highmark," said Jack Isherwood, WPAHS
board chair.  "We believe our partnership will preserve this
important community asset that provides high-quality, efficient
health care for our patients."

The original affiliation agreement with WPAHS was amended to
strengthen the financial position of the health system.  A Form A
reflecting the amended Highmark and WPAHS affiliation agreement
will be filed with the PID seeking the necessary approval.

"We realize the PID has important diligence and review work ahead.
Highmark will work responsively to ensure all further needed
information is provided so that a good and prompt decision can be
made," said Dr. Winkenwerder.

Maintaining competitive health delivery systems boosts the
economic vitality of the region, and it ensures that costs will be
kept lower, while preserving stronger, more economically viable
communities throughout Western Pennsylvania.  West Penn Allegheny
is an important part of our community and delivers high-quality
health care.  It is also important to preserve competition in the
health insurance marketplace, according to Dr. Winkenwerder.

In a rapidly changing health care environment, Highmark is firmly
committed to working with all segments of the community to make
necessary changes to help control health care costs, improve
quality of patient care and patient safety, preserve options and
choice for individuals, employers, physicians and other health
care practitioners and create a better patient experience.  WPAHS
is an important piece of Highmark's objective of creating an
integrated delivery network to better serve the community.
Highmark previously announced plans to affiliate with Jefferson
Regional Medical Center and Saint Vincent Health System, while
maintaining strong working relationships with community hospitals
throughout the region.  In addition, Highmark has launched
construction of a Medical Mall.

                           *     *     *

As reported by the October 3, 2012, Dow Jones' DBR Small Cap
related that Pittsburgh's West Penn Allegheny Health System broke
off its agreement to be acquired by Highmark Inc., saying the
insurer had breached the deal's terms and was demanding the
hospital operator file for bankruptcy.


WESTERN POZZOLAN: Trustee Taps Kim Firm as General Purpose Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court District of Nevada authorized David A.
Rosenberg, the Chapter 11 trustee for Western Pozzolan Corp., to
employ Howard Kim & Associates as his general purpose counsel.

The Kim Firm is expected to:

   a) advise the trustee of his rights and obligations and
      performance of his duties during the administration of the
      bankruptcy case;

   b) represent the trustee in all proceedings before the Court
      and any other court, which assumes jurisdiction of a matter
      related to or arising in the bankruptcy case;

   c) assist the trustee in the performance of his duties;

   d) assist the trustee in developing legal positions and
      strategies with respect to all facets of these proceedings;
      and

   e) provide other counsel and advice as the trustee may require
      in connection with the bankruptcy case.

The compensation will be $150 per hour for paraprofessionals and
$350 per hour for the services of attorneys, subject to change
from time to time.

To the best of the trustee's knowledge, the Kim Firm represents no
interest that is adverse to the trustee, or to the Debtors'
estate, in matters upon which it will be engaged.

                      About Western Pozzolan

Western Pozzolan Corp., is in the business of mining and selling
pozzolan ore.  Western Pozzolan operates the Long Valley Pozzolan
Plant in Lassen County, California.  The Company filed a Chapter
11 bankruptcy petition (Bankr. D. Nev. Case No. 12-11040) in Las
Vegas, Nevada, on Jan. 30, 2012.

Judge Mike K. Nakagawa presides over the case, taking over from
Judge Linda B. Riegle.  Matthew Q. Callister, Esq., at Callister &
Associates, serves as the Debtor's counsel.  The Debtor disclosed
$10,825,304 in assets and $2,916,012 in liabilities as of the
Chapter 11 filing.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors.

Western Pozzolan first filed for bankruptcy protection (Bankr. D.
Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.

On Dec. 3, 2012 the Hon. Mike K. Nakagawa, in response to Interest
Income Partners, L.P.'s request for the dismissal of the Debtor's
case, ordered the appointment of a Chapter 11 trustee.  The Debtor
said that the bankruptcy case will benefit from the appointment of
a Chapter 11 trustee, given the development of the cases
associated with the Debtor's principal, James W. Scott.


WESTSIDE MEDICAL: Court Confirms Liquidating Plan
-------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
confirmed on Sept. 10, 2012, Westside Medical Park, LLC's
liquidating plan of reorganization.

Holders of general unsecured claims (Class 4) voted to accept the
Plan.

As reported in the Troubled Company Reporter on Jan. 18, 2012, the
Plan dated Dec. 21, 2011, lists the sources of money earmarked to
pay creditors.  No payments to interest holders will be made.
Sources of distribution to creditors will be (i) cash on hand,
which totaled $666,770 as of Nov. 30, 2011; and (ii) any recovery
generated from "avoidance power actions" and litigation, all of
which will be pursued by the Official Committee of Unsecured
Creditors.

The Debtor owned real estate properties in California intended to
be developed primarily for health care uses, but defaulted on a
$61 million debt in November 2011.  The Debtor thus sought
bankruptcy protection to try to preserve value for unsecured
creditors.

Most likely, general unsecured creditors can expect payments to
commence within 30 days after entry of a final unappealable order
confirming the Debtor's liquidating plan.

The Debtor calculates the claims of general unsecured creditors
aggregate $1,143,846.  Under the Plan, unsecured creditors will
receive pro rata distributions from the Available Cash and any
recovery from any Avoidance Power Action or litigation.

A copy of the Disclosure Statement dated Dec. 21, 2012, is
available for free at
http://bankrupt.com/misc/WESTSIDEMEDICAL_DiscStmDec21.PDF

                       About Westside Medical

Los Angeles, California-based Westside Medical Park, LLC, filed
for Chapter 11 bankruptcy protection on November 3, 2010 (Bankr.
C.D. Calif. Case No. 10-57457).  John P. Kreis, P.C., is the
Debtor's general bankruptcy counsel.  Garfield & Tepper serves as
special litigation counsel.  Peregrine Realty Partners has been
tapped as appraiser.  The Debtor estimated assets and debts at $50
million to $100 million as of the Chapter 11 filing.

On Dec. 28, 2010, Peter C. Anderson, the U.S. Trustee, appointed
four creditors to serve in the Official Committee of Unsecured
Creditors in the Debtor's case.

Greenberg Traurig, LLP, represents the Official Committee of
Unsecured Creditors as counsel.


WILLIAMS MANAGEMENT: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Williams Management Company, LLC
        505 Woodward Avenue
        Kalamazoo, MI 49007

Bankruptcy Case No.: 13-00321

Chapter 11 Petition Date: January 16, 2013

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Kerry D. Hettinger, Esq.
                  HETTINGER & HETTINGER PC
                  200 Admiral Avenue
                  Portage, MI 49002-3503
                  Tel: (269) 344-1100
                  E-mail: khett57@hotmail.com

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

Estimated Debts: $500,001 to $1,000,000

A copy of the list of 14 largest unsecured creditors is
available for free at http://bankrupt.com/misc/miwb13-00321.pdf

The petition was signed by David Williams, authorized agent.


YMCA RIVERSIDE: Shutters Doors; To Liquidate in Chapter 7
---------------------------------------------------------
Richard K. De Atley and Dayna Straehley, writing for The Press-
Enterprise, report the YMCAs in Riverside and Hemet, shuttered
since Friday, Jan. 11, have been permanently closed, officials
said.  The YMCA of Riverside City and County announced last month
it was filing for bankruptcy reorganization as it grappled with
financial problems stemming from the opening of a Temecula
facility that ended up closing months ago.  But its situation
worsened Jan. 14, when a deal for the Orange County YMCA to take
over and run its facilities fell through, according to officials
and court documents.  Also, the Y is changing its bankruptcy
filing from a reorganization known as Chapter 11 to Chapter 7,
which could lead to the sale of its property and assets, court
filings show.  The Y told a federal bankruptcy court that its
doors have been closed since Friday, that it cannot get a loan or
other aid to stay open, and agreed to a Chapter 7 bankruptcy that
could see the sale of its property to satisfy creditors.  A court
filing Tuesday showed assets of less than $5.3 million and
liabilities of $4.6 million.

Young Men's Christian Association of Riverside City and County --
fka Youn Mens Christian Association of Riverside, California; fka
Young Mens Christian Association of Riverside; pka YMCA of
Riverside; fka Young Mens Christian Association; pka YMCA of
Riverside City and County; pka YMCA -- filed for Chapter 11
bankruptcy (Bankr. C.D. Calif. Case No. 12-38087) on Dec. 27,
2012.  Judge Mark D. Houle oversees the case.  Franklin C. Adams,
Esq., at Best Best & Krieger LLP, serves as Chapter 11 counsel.  A
list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/cacb12-38087.pdf The petition was signed
by Jaclyn A. Fielder, chief executive officer.


ZUERCHER TRUST: Files Schedules of Assets and Liabilities
---------------------------------------------------------
The Zuercher Trust of 1999 filed with the U.S. Bankruptcy Court
for the Northern District of California its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $23,597,500
  B. Personal Property            $4,120,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,739,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,069,349
                                 -----------      -----------
        TOTAL                    $27,717,500       $8,808,349

A copy of the schedules is available for free at
http://bankrupt.com/misc/THE_ZUERCHER_TRUST_sal.pdf

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Thomas E. Carlson presides over
the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP, serves
as the Debtor's counsel.

The Debtor, a business trust, estimated assets and debts of
$10 million to $50 million.  The Debtor owns property in
621 S. Union Avenue, in Los Angeles.  The property is currently in
REAP for alleged city health code violations.

The petition was signed by Monica H. Hujazi, trustee.


ZUERCHER TRUST: List of 20 Largest Unsecured Creditors
------------------------------------------------------
The Zuercher Trust of 1999 filed with the U.S. Bankruptcy Court
Northern District of California a list of its largest unsecured
creditors, disclosing:

   Name of Creditor                    Nature of   Amount of Claim
   ----------------                      Claim     ---------------
                                       ---------
Bank of America                        Loan Costs         $800,000
P.O. Box 45144
FL9-100-04-24 Building 100, 4th floor
Jacksonville, FL 32232-9923

City of Los Angeles REAP               REAP Program        Unknown
                                         Charges

Law Firm of George Eshoo               Legal Services      Unknown

Law Office of Allan Hyman              Legal Services      Unknown

Los Angeles County Tax                                     Unknown
Collector

Los Angeles Dept. of                   Inspection Fees     Unknown
Building and Safety

Los Angeles Dept. of Water               Utilities          $3,326
and Power

Los Angeles Housing                    Inspection Fees     Unknown
Department

Luscutoff, Lendormy &                  Legal Services      Unknown
Associates

Michael Grodsky                        Legal Services     $261,820
5900 Wilshire Blvd. #26068
Los Angeles, CA 90036

Niven and Smith c/o Leo                Legal Services      Unknown
LaRocca

Wasserman-Stern Law                    Legal Services       $4,202
Offices

                 About The Zuercher Trust of 1999

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Thomas E. Carlson presides over
the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP, serves
as the Debtor's counsel.

The Debtor, a business trust, disclosed $27,717,500 in assets and
$8,808,349 in liabilities as of the Chapter 11 filing.  The Debtor
owns property in 621 S. Union Avenue, in Los Angeles.  The
property is currently in REAP for alleged city health code
violations.

The petition was signed by Monica H. Hujazi, trustee


* Two Circuits Retain Absolute Priority Rule for Individuals
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Denver ruled on Jan. 15
that two federal courts of appeal have now held that Congress
didn't repeal the absolute priority rule for individuals in
Chapter 11 when amending the U.S. Bankruptcy Code in 2005.  The
10th Circuit thus joins the Fourth Circuit in Richmond, Virginia,
which reached the same result for the same reasons in June.

According to the report, both cases involved individuals in
Chapter 11 who owned small businesses.  They both proposed plans
where at least one class of creditors voted no.  The plans allowed
the individuals to retain the businesses and use income to pay
creditors over time.  In the Denver case, the bankruptcy judge
confirmed the plan, adopting the so-called broad view of the 2005
amendments to Sections 1115 and 1129(b)(2)(B)(ii) of the
Bankruptcy Code.  A creditor appealed the Denver case. On its own,
the Bankruptcy Appellate Panel sent the appeal directly to the
circuit court because lower courts are divided and there was no
higher authority in the 10th Circuit.

The report relates that Tenth Circuit Judge Paul J. Kelly Jr.
wrote a 15-page opinion agreeing with the sister circuit in logic
and result.  The absolute priority rule derives from in Section
1129(b)(2)(B)(ii).  It provides that owners or shareholders may
not retain any property if a class of creditors isn't paid in full
and votes against the plan.  According to Judge Kelly, one
bankruptcy appellate panel and five bankruptcy courts ruled that
absolute priority for individuals was repealed when Congress
amended Section 1129 in 2005.  As amended, the subsection provides
that an individual nonetheless may "retain property included in
the estate under section 1115."  The Fourth Circuit and 17
bankruptcy courts, according to Judge Kelly, concluded that the
revision didn't repeal the absolute priority rule.

Judge Kelly, the report relates, found the revised statute to be
ambiguous since it's "susceptible to two different yet plausible
interpretations."  Given an ambiguous statute, Kelly decided to
"heed the presumption against implied repeal."

The case is Dill Oil Co. v. Stephens (In re Stephens), 11-6309,
10th U.S. Circuit Court of Appeals (Denver).


* Foreclosure Activity Increased in 25 States in 2012
-----------------------------------------------------
RealtyTrac(R), an online marketplace for foreclosure properties,
on Jan. 17 released its Year-End 2012 U.S. Foreclosure Market
Report(TM), which shows a total of 2,304,941 foreclosure filings
-- default notices, scheduled auctions and bank repossessions --
were reported on 1,836,634 U.S. properties in 2012, down 3 percent
from 2011 and down 36 percent from the peak of 2.9 million
properties with foreclosure filings in 2010.

The report also shows that 1.39 percent of U.S. housing units (one
in every 72) had at least one foreclosure filing during the year,
down from 1.45 percent of housing units in 2011 and down from 2.23
percent of housing units in 2010.

Other high-level findings from the report:

        -- Foreclosure activity in 2012 increased from 2011 in 25
states -- 20 of which primarily use the longer judicial
foreclosure process -- including New Jersey (55 percent increase),
Florida (53 percent increase), Connecticut (48 percent increase),
Indiana (46 percent increase), Illinois (33 percent increase) and
New York (31 percent increase).

        -- Foreclosure activity in 2012 decreased from 2011 in 25
states -- 19 of  which primarily use the more streamlined non-
judicial foreclosure process -- including Nevada (57 percent
decrease), Utah (40 percent decrease), Oregon (40 percent
decrease), Arizona (33 percent decrease), California (25 percent
decrease) and Michigan (23 percent decrease).

        -- Florida posted the nation's highest state foreclosure
rate in 2012, with 3.11 percent of housing units (one in 32)
receiving a foreclosure filing during the year.  Other states with
top 5 foreclosure rates were Nevada (2.70 percent), Arizona (2.69
percent), Georgia (2.58 percent), and Illinois (2.58 percent).

        -- December foreclosure activity dropped 10 percent from
the previous month to the lowest level since April 2007, a 68-
month low, and fourth quarter foreclosure activity was at the
lowest quarterly level since the third quarter of 2007 despite a 9
percent quarterly increase in bank repossessions.

        -- The average time to complete a foreclosure nationwide
in the fourth quarter increased 8 percent from the previous
quarter to a record-high 414 days.

        -- Lower foreclosure inventory gave sellers the upper hand
and helped median sales prices in the first 10 months of 2012 to
increase from the same time period in 2011 in 25 states.  Median
sales prices nationwide during the first 10 months of 2012 on
average were 99 percent of median list prices.

        -- In January 2013, 10.9 million homeowners nationwide --
representing 26 percent of all outstanding homes with a mortgage
-- were seriously underwater, meaning they owed at least 25
percent more on their home than what it was worth.  That was down
from 12.5 million homeowners representing 28 percent of all homes
with a mortgage a year earlier in January 2012.

"2012 was the year of the judicial foreclosure, with foreclosure
activity increasing from 2011 in 20 of the 26 states that
primarily use the judicial process, and a judicial state --
Florida -- posting the nation's highest state foreclosure rate for
the first time since the housing crisis began," said Daren
Blomquist, vice president at RealtyTrac.  "Meanwhile foreclosure
activity continued to decline in 19 of the 24 states that use the
more streamlined non-judicial foreclosure process, but there could
be a backlog of delayed foreclosures building up in some of those
states as well as the result of recent state legislation and court
rulings that raise the bar for lenders to foreclose."

"That could mean that although we are comfortably past the peak of
the foreclosure problem nationally, 2013 is likely to be book-
ended by two discrete jumps in foreclosure activity,"
Mr. Blomquist added.  "We expect to see continued increases in
judicial foreclosure states near the beginning of the year as
lenders finish catching up with the backlogs in those states, and
another set of increases in some non-judicial states near the end
of the year as lenders adjust to the new laws and process some
deferred foreclosures in those states."

December activity hits 68-month low, bank repossessions increase
in fourth quarter Foreclosure filings were reported on 162,511
U.S. properties in December, a 10 percent decrease from the
previous month and down 21 percent from December 2011. December's
total was the lowest monthly total since April 2007 -- a 68-month
low. All three types of foreclosure filings -- default notices
(NOD, LIS), scheduled foreclosure auctions (NTS, NFS), and bank
repossessions (REO) decreased both on a monthly and annual basis
in December.

Foreclosure filings were reported on 503,462 U.S. properties
during the fourth quarter, a 5 percent decrease from the previous
quarter -- despite a 9 percent quarter-over-quarter increase in
bank repossessions -- and a 14 percent decrease from the fourth
quarter of 2011.  The fourth quarter total was the lowest
quarterly total since the third quarter of 2007, when 448,145 U.S.
properties received foreclosure filings.

Florida, Nevada, Arizona post top state foreclosure rates More
than 3 percent of Florida housing units (3.11 percent, or one in
32) had at least one foreclosure filing in 2012, giving it the
nation's highest state foreclosure rate for the year.  A total of
279,230 Florida properties had a foreclosure filing during the
year, a 53 percent increase from 2011 but still 42 percent below
the more than 485,000 Florida properties with foreclosure filings
in 2010.

After five consecutive years with the highest state foreclosure
rate, Nevada dropped to No. 2 on the list in 2012 thanks to a 57
percent drop in foreclosure activity from 2011.  A total of 31,658
Nevada properties had a foreclosure filing during the year, 2.70
percent of all housing units in the state (one in every 37).

Arizona foreclosure activity in 2012 decreased 33 percent from
2011 and was down 51 percent from 2010, lowering the state's
foreclosure rate to the third highest in the nation following
three consecutive years with the second highest rate.  A total of
76,487 Arizona properties had foreclosure filings during the year,
2.69 percent of all housing units in the state (one in 37).

Georgia posted the nation's fourth highest state foreclosure rate,
with 2.58 percent of housing units (one in 39) receiving at least
one foreclosure filing in 2012, and Illinois posted the nation's
fifth highest state foreclosure rate, also with 2.58 percent of
housing units (one in 39) receiving at least one foreclosure
filing during the year.

Other states with foreclosure rates among the nation's 10 highest
were California (2.33 percent), Ohio (1.75 percent), Michigan
(1.69 percent), South Carolina (1.66 percent), and Colorado (1.64
percent).

Foreclosure inventory rises from low point in May, still 31
percent below peak As of the end of the year, more than 1.5
million homes were in some stage of foreclosure or bank-owned, up
9 percent from the end of 2011, but still 31 percent below the
peak of 2.2 million at the end of 2010.  Foreclosure inventory had
dropped to a 57-month low of 1.3 million in May 2012, but has
since risen off that 57-month low.

Florida accounted for the biggest share of foreclosure inventory
of any state with 305,766 properties in some stage of foreclosure
or bank owned (20 percent of the national total), followed by
California with 212,172 (14 percent), Illinois with 135,858 (9
percent), Ohio with 76,015 (5 percent), and New York with 69,044
(5 percent).

Lenders with the most inventory of bank-owned (REO) properties
were the government-backed entities of Fannie Mae, Freddie Mac and
the U.S. Department of Housing and Urban Development (HUD) with a
combined 26 percent of all REO inventory, followed by Bank of
America with 8 percent, Wells Fargo with 6 percent, US BankCorp
with 4 percent and Chase with 4 percent.

Of the properties in some stage of foreclosure or bank owned at
the end of 2012, an estimated 37 percent had a market value
between $100,000 and $200,000, while an estimated 27 percent had a
market value between $50,000 and $100,000, and an estimated 15
percent had a market value between $200,000 and $300,000.

Median home prices up in 25 states, 1.6 million fewer homeowners
underwater Lower foreclosure inventory during the year may have
helped home prices to hit bottom and start rising in many markets
during the year.  Median home prices during the first 10 months of
2012 rose compared to the same time period in 2011 in 25 states
and in 16 of the nation's 20 largest metro areas.

Nationwide the average monthly median home price during the first
10 months of 2012 was $164,712 -- nearly identical to the average
monthly median home price of $164,960 during the same time period
in 2011.  The average monthly list price during the first 12
months of 2012 was $166,110, showing that sellers on average were
getting 99 percent of their asking price during the year.

"The influx of foreclosure activity in 20 12 in many local markets
should translate into more foreclosure inventory available for
sale in 2013 in those markets," Mr. Blomquist noted.  "That is
good news for buyers and investors, but could result in some
short-term weakness in home prices as the often-discounted
foreclosure sales weigh down overall home values."

Rising home prices helped boost home values in 2012, thereby
lifting many homeowners across the country out of negative equity
compared to a year ago.  About 10.9 million homeowners nationwide
-- representing 26 percent of all homeowners with a mortgage --
owed at least 25 percent more on their combined mortgages than
what their homes were worth as of January 2013, down from 12.5
million seriously underwater homeowners representing 28 percent of
all homeowners with a mortgage in January 2012.

Average days to foreclose nationwide jumps to 414 U.S. properties
foreclosed in the fourth quarter took an average of 414 days to
complete the foreclosure process, up from 382 days in the third
quarter and up from 348 days in the fourth quarter of 2011.  It
was the longest time to complete the foreclosure process since
RealtyTrac began tracking the metric in the first quarter of 2007.

New York had the longest average time to foreclose, at 1,089 -- up
from 1,072 days in the third quarter and up from 1,019 days in the
fourth quarter of 2011 -- followed by New Jersey at 987 days -- up
from 931 days in the third quarter and up from 964 days in the
fourth quarter of 2011.

The average time to foreclose in Florida decreased for the second
straight quarter but was still the third highest in the country at
853 days, followed by Hawaii at 781 days and Illinois at 697 days.

The average time to foreclose in Texas increased 17 percent from
the previous quarter and was up 26 percent from a year ago, but
the state still documented the shortest average time to complete a
foreclosure, at 113 days.

Other states with the shortest foreclosure timelines in the fourth
quarter were Delaware (145 days), Virginia (146 days), Alabama
(163 days), Maine (168 days) and Georgia (170 days).

Top metro foreclosure rates Despite a 25 percent decrease in
foreclosure activity from 2011, Stockton, Calif., posted the
nation's highest foreclosure rate in 2012 among metropolitan
statistical areas with a population of 200,000 or more: 3.98
percent of housing units (one in 25) with a foreclosure filing
during the year.

Six other California cities ranked in the top 20 highest metro
foreclosure rates for the year, including Riverside-San
Bernardino-Ontario at No. 2 (3.86 percent of housing units with a
foreclosure filing), Modesto at No. 3 (3.82 percent), and Vallejo-
Fairfield at No. 4 (3.73 percent). All seven California metro
areas in the top 20 posted decreasing foreclosure activity from
2011.

Florida cities accounted for eight of the top 20 highest metro
foreclosure rates in 2012, led by Miami at No. 5 (3.71 percent of
housing units with a foreclosure filing), Palm Bay-Melbourne-
Titusville at No. 6 (3.60 percent), and Orlando at No. 8 (3.46
percent). Seven out of the eight Florida metro areas in the top 20
documented an increase in foreclosure activity for the year.

Other metro areas with foreclosure rates in the top 20 were
Atlanta at No. 7 (3.51 percent of housing units with a foreclosure
filing), Chicago at No. 9 (3.31 percent), Rockford, Ill., at No.
10 (3.28 percent), Las Vegas at No. 16 (3.10 percent), and Phoenix
at No. 17 (3.09 percent).

Report License The RealtyTrac U.S. Foreclosure Market Report is
the result of a proprietary evaluation of information compiled by
RealtyTrac; the report and any of the information in whole or in
part can only be quoted, copied, published, re-published,
distributed and/or re-distributed or used in any manner if the
user specifically references RealtyTrac as the source for said
report and/or any of the information set forth within the report.

Data Licensing and Custom Report Order Investors, businesses and
government institutions can contact RealtyTrac to license bulk
foreclosure and neighborhood data or purchase customized reports.
We can provide you with nationwide, regional or local data and
reports dating back to 2005 for both internal use and resale. For
more information contact our Data Licensing Department at
800.462.5193 or datasales@realtytrac.com

About RealtyTrac Inc. RealtyTrac -- http://www.realtytrac.com--
is a supplier of U.S. real estate data, with more than 1.5 million
active default, foreclosure auction and bank-owned properties, and
more than 1 million active for-sale listings on its website, which
also provides essential housing information for more than 100
million homes nationwide.  This information includes property
characteristics, tax assessor records, bankruptcy status and sales
history, along with 20 categories of key housing-related facts
provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R).
RealtyTrac's foreclosure reports and other housing data are relied
on by the Federal Reserve, U.S. Treasury Department, HUD, numerous
state housing and banking departments, investment funds as well as
millions of real estate professionals and consumers, to help
evaluate housing trends and make informed decisions about real
estate.


* National Credit Default Rates Up in Fourth Quarter 2012
---------------------------------------------------------
Data through December 2012, released on Jan. 15 by S&P Dow Jones
Indices and Experian for the S&P/Experian Consumer Credit Default
Indices, a comprehensive measure of changes in consumer credit
defaults, showed an increase in national default rates during the
month.  After hitting a post-recession low of 1.46% in September
2012, the national composite increased for three consecutive
months, posting 1.55% in October, 1.64% in November and reaching
1.72% in December.  The first mortgage default rate showed the
same pattern; it increased from its post-recession low of 1.36% in
September, to 1.47% in October, 1.58% in November, reaching 1.68%
in December.  The second mortgage went up to 0.69% in December
from its historic low of 0.62% posted last month.  Auto loan
default rates remain flat at 1.09% since November.  Bank card
default rate hit the lowest post-recession rate of 3.53% in
December; it was 3.58% in November.

"Overall, 2012 showed improvement in consumer credit quality,"
says David M. Blitzer, Managing Director and Chairman of the Index
Committee for S&P Dow Jones Indices.  "However, fourth quarter
consumer default rates reversed some of the recent declines and
pushed the composite default rate above its level of last May.
The principal culprits were first and second mortgages.  Default
rates for auto loans were roughly stable over the year and default
rates for bank cards continued to drop.  All loan types remain
below their respective levels a year ago.

"The national composite rate was 1.72% in December, eight basis
points above the November rate and 26 basis points above
September's post-recession low.  It was primarily driven by the
first mortgage rate at 1.68% in December, ten basis points above
the previous month's rate and 32 basis points above September's
post-recession low.  The second mortgage rate rose seven basis
points from last month's historic low, auto loans remained flat,
and bank cards were down five basis points to a new post-recession
low of 3.53%.  Bank card default rate moved down for eight
consecutive months, it was 96 basis points down from its April
2012 level.

"All five cities we cover showed increases in their default rates
in December.  The major increases were Miami, up 41 basis points,
Chicago up 27, and Los Angeles up 24 basis points.  New York and
Dallas were marginally higher by four and one basis points.  Miami
had the highest default rate at 3.07% and Dallas -- the lowest at
1.26%.  All five cities remain below default rates they posted a
year ago, in December 2011."

The table on the next page summarizes the December 2012 results
for the S&P/Experian Credit Default Indices.  These data are not
seasonally adjusted and are not subject to revision.

        S&P/Experian Consumer Credit Default Indices
        National Indices
        Index           December 2012 November 2012 December 2011
                        Index Level   Index Level   Index Level
        Composite       1.72          1.64          2.24
        First Mortgage  1.68          1.58          2.19
        Second Mortgage 0.69          0.62          1.33
        Bank Card       3.53          3.58          4.60
        Auto Loans      1.09          1.09          1.27
        Source: S&P/Experian Consumer Credit Default Indices
        Data through December 2012

The table below provides the S&P/Experian Consumer Default
Composite Indices for the five MSAs:

        Metropolitan     December 2012 November 2012 December 2011
        Statistical Area Index Level   Index Level   Index Level
        New York         1.51          1.47          2.13
        Chicago          2.12          1.85          2.84
        Dallas           1.26          1.25          1.56
        Los Angeles      1.84          1.60          2.54
        Miami            3.07          2.66          4.73
        Source: S&P/Experian Consumer Credit Default Indices
        Data through December 2012

                   About S&P Dow Jones Indices

S&P Dow Jones Indices LLC, a subsidiary of The McGraw-Hill
Companies, Inc., -- http://www.spdji.com-- is the world's
largest, global resource for index-based concepts, data and
research.  Home to iconic financial market indicators, such as the
S&P 500 and the Dow Jones Industrial AverageSM, S&P Dow Jones
Indices LLC has over 115 years of experience constructing
innovative and transparent solutions that fulfill the needs of
institutional and retail investors.

                          About Experian

Experian is a global information services company, providing data
and analytical tools to clients in more than 80 countries.  The
company helps businesses to manage credit risk, prevent fraud,
target marketing offers and automate decision making.  Experian
also helps individuals to check their credit report and credit
score and protect against identity theft.

Experian plc is listed on the London Stock Exchange (EXPN) and is
a constituent of the FTSE 100 index.  Total revenue for the year
ended March 31, 2011 was $4.2 billion.  Experian employs
approximately 15,000 people in 41 countries and has its corporate
headquarters in Dublin, Ireland, with operational headquarters in
Nottingham, UK; California, US; and Sao Paulo, Brazil.


* Fitch Says No Economic Boost to Come from Global Corporate Capex
------------------------------------------------------------------
Fitch Ratings' newly-published research report suggests that there
will be no investment boom among its rated non-financial
corporates that would stimulate growth in the weakly growing major
advanced economies. Capex will be flat or only have modest growth
in 2013 and 2014. Fitch does not believe that it will fall
substantially, simply that there is not a "boom" stored up.

Fitch's historical capex data show that Fitch-rated entities have
not underinvested in recent years. Fitch has used the capex:
corporate revenues and capex: depreciation and amortisation ratios
to show this. The first ratio is a more dynamic measure of capex
performance in that it tracks capex against non-financial
corporates' revenue growth. The second can be classified as an
accounting measure, but captures well how non-financial corporates
are investing in their business relative to its use as measured by
depreciation and amortisation.

In 2005 the capex to corporate revenue ratio among US corporates
was 5.8% and had grown to 6.8% by 2008. It fell sharply to 5.9% in
2009. However, capex grew over the next three years, with the
ratio increasing to a forecast estimate of 6.7% in 2012. The
lowest the capex to depreciation and amortisation ratio fell to
was 1.01x in 2009, suggesting that plants and equipment was not
unduly run down among Fitch's rated entities.

There is a similar picture for Fitch's rated corporate entities in
EMEA. At its low in 2010, one year after that of the US, capex to
revenue fell to just over 6%. It started to grow in 2011, rising
to 6.7% for the 2012 forecast. The capex to depreciation and
amortisation ratio remained above 1x throughout the period under
review.

Fitch forecasts falls in US corporates' aggregate capex in 2013
and a further fall in 2014. The agency expects the ratio of
forecast capex to forecast revenue to be 6.5% in 2013, just below
the 2012 forecast, with a fall to 6.2% in 2014. In EMEA Fitch
expects a fall in capex in 2013 and a recovery in 2014. Fitch also
believes that if there is a radical improvement in market
sentiment corporates have the capacity/firepower to increase capex
accordingly.

The report, entitled 'No Economic Boost to Come from Global
Corporate Capex' is available at www.fitchratings.com.


* Moody's Says 2013 Outlook for US Higher Education Sector Neg.
---------------------------------------------------------------
The 2013 outlook for the entire US higher education sector is
negative, including the market-leading, research-driven colleges
and universities, says Moody's Investors Service in its annual
industry outlook. Previously Moody's had a stable outlook for
these leading institutions and a negative outlook for the rest of
the sector since 2009. Moody's perceives mounting fiscal pressure
on all key university revenue sources.

"The US higher education sector has hit a critical juncture in the
evolution of its business model," says Eva Bogaty, the Moody's
Assistant Vice President -- Analyst who is the lead author on the
report "US Higher Education Outlook Negative in 2013." "Even
market-leading universities with diversified revenue streams are
facing diminished prospects for revenue growth."

The rating agency says that most universities will have to lower
their cost structures to achieve long-term financial
sustainability and fund future initiatives. Universities have been
restraining costs in response to the weak economic conditions
since the 2008-2009 financial crisis, but they have only recently
begun examining the cost structure of their traditional business
model.

"The sector will need to adjust to the prospect of prolonged muted
revenue growth," says Ms. Bogaty. "Strong governance and
management will be needed by most universities as they navigate
through this period of intensified change and challenge."

One critical factor behind the negative outlook is that price
sensitivity continues to suppress the growth in revenue from net
tuition. Moody's says all but the most elite universities face
diminished student demand and increased price sensitivity. Reasons
include the prolonged period of depressed family income and
household net worth, as well as the dip in the number of domestic
high school graduates since the peak of 3.34 million for school
year 2007-2008.

Another factor behind the negative outlook is all non-tuition
revenue sources are also strained. Public universities can expect
the share of their operating revenues from state appropriations to
continue to stagnate or even decline. Research funding, already
flat, is vulnerable to cuts in federal budget negations.

In addition, universities that count on endowments must contend
with weak returns in fiscal 2012 and what is likely to be a
volatile investment environment in 2013. For universities that own
and operate hospitals, patient care revenues continue to face
downward pressure.

The rising burden of loans on students and increase in student
loan defaults is also negatively impacting universities, leading
more people to question the value of a college degree. Most
universities remain well below the threshold for being cut off
from federal aid because of the rate of students default, says
Moody's. However, some for-profit universities as well as
universities that serve low income populations have very high
default rates. Additional risks to the sector include negative
accreditation actions, which increased by almost 50% from 2009
through 2011.

The outlook expresses Moody's expectations for the fundamental
credit conditions in the sector over the next 12 to 18 months. It
does not speak to expectations for individual rating changes and
is not a prediction of the expected balance of rating changes
during this time frame.


* Bank of America Takes a Mortgage Mulligan
-------------------------------------------
Shayndi Raice, Nick Timiraos and Dan Fitzpatrick of The Wall
Street Journal wrote that less than two years after embarking on a
painful retreat from home lending, Bank of America Corp. is
girding for a new run at the U.S. mortgage business.  Whether that
gamble pays off will depend in large measure on how long the
mortgage market's run of record profits continues, the report
said.

The Charlotte, N.C., company aims to sell more mortgages through
its 5,000-plus branches, executives said.  The fourth-biggest U.S.
mortgage lender, after Wells Fargo & Co., J.P. Morgan Chase & Co.
and U.S. Bancorp, is intent on "growing that business," Chief
Executive Brian Moynihan said at a December investor conference,
the report noted.

The decision is Bank of America's latest about-face in a business
that the company once sought to dominate, the report said.  It
also underscores the plight of many U.S. banks, which are
struggling to find profitable businesses in the face of a sluggish
economy, tougher regulation and hefty legal costs.

Bank of America's $2.5 billion purchase of Countrywide Financial
Corp. in 2008 briefly made it the top U.S. home lender before the
housing market crash saddled the company with billions of dollars
in losses, the report noted.

The seeds for the latest shift were planted in 2010 and 2011, when
the bank moved to roll back its home-lending business as it sought
to raise capital, according to the report.  Some executives who
came to Bank of America from Countrywide warned that ceding its
mortgage franchise was a big mistake, but Mr. Moynihan was a
fierce advocate, said people familiar with the discussions.

WSJ, however, said the retreat couldn't have come at a worse time.
Declining interest rates and federal housing-aid programs spurred
a rush of home refinancing, ushering in what has been the mortgage
sector's most profitable stretch in the past decade. Into the
breach stepped Bank of America's rivals led by Wells Fargo, which
last Friday reported record 2012 net income largely because of a
booming mortgage business, and J.P. Morgan, which is expected to
do the same Wednesday.

In 2007, when BofA took its first stake in Countrywide, "making
money on mortgages was like picking up pennies in front of
steamrollers," Scott Simon, who heads the mortgage-backed
securities group at Pacific Investment Management Co., or Pimco, a
unit of Allianz SE, told WSJ.  "Today, it's like you're standing
in a field, you can see 20 miles in every direction, and there's
$1,000 bills lying everywhere."

As part of the 2010-2011 retreat, the company stopped offering
certain mortgage products, sold an insurance unit and exited
wholesale lending, in which loans are bought from independent
brokers. The most drastic decision was to stop purchasing loans
from correspondent banks, a practice that once accounted for
nearly half of Bank of America's mortgage originations.

"What we found is there is tail risk," Ron D. Sturzenegger, the
executive BofA hired in 2011 to run its legacy mortgage portfolio,
on the risk of buying loans from third parties, told WSJ.  If the
bank must take risks, "I want to do it for my own customers," he
said. "We're going to use our capital, our balance sheet to focus
in on our customers."

WSJ said that should BofA succeed in its latest expansion, it
would add a new competitor in a market that has enjoyed fat
margins, which would help home buyers while pressuring results at
other big banks.

Mr. Moynihan's plan centers on growing consumer "wallet share" by
selling more products, such as asset management and investment
accounts, to its existing customers, WSJ related.  The company
plans to offer lower rates to clients who have more assets with
the bank. For example, a borrower with $250,000 in assets at Bank
of America might receive a 0.5 percentage-point discount on a
loan.

Bank of America is expected on Thursday to report its first
quarterly gain in home-lending volume versus the year-ago period
since 2009. The bank also plans to resume mortgage marketing and
shift some employees who have been working through delinquent
loans to processing new mortgages, say executives in charge of the
home-lending unit. Bank of America hired 4,000 loan processors in
2012, said executives.

Some analysts say a retail-only strategy, which carries high
overhead costs but is profitable during periods of heavy
refinancing, could prove difficult when interest rates rise and
home purchases take a larger share of the market?something they
expect to happen in the next year or two.

"What BofA is doing is difficult to pull off," Guy Cecala,
publisher of Inside Mortgage Finance, told WSJ. "The problem is
that most retail banking customers don't go to their own bank for
a new mortgage."

Even if the mortgage business continues to boom, expansion isn't a
given. The company has been criticized for poor customer service,
and many top-producing loan officers have departed, WSJ said.

WSJ related that Chris Bridgman left BofA in late 2011 after six
years as a loan officer in Sunnyvale, Calif., frustrated by
closing times that could take six months and jeopardized his
clients' ability to close on home sales. "It was ruining my
referral relationships with Realtors," he says. Turning those
deals around quickly is "what keeps you in business."

Matt Vernon, a Bank of America executive in charge of home loans,
said that in 2012 the bank made a decision to keep capacity low as
it was pulling back from the mortgage business. Now, he said, the
company is increasing its ability to serve its customers, which
should alleviate some problems with customer service. "In 2013,
the constraints begin to come off," he said.

Executives have said the bank's new strategy will take time to put
in place. "We are not doing the job we need to do in mortgage
yet," Mr. Moynihan said last month. "We know that. Everybody knows
that. The volumes are high. The process is difficult."

BofA may not be done cutting ties to the old Countrywide. As part
of its 2011 mortgage review, the bank began looking at selling the
353,000-square-foot Countrywide headquarters, a gated complex that
sits on 20 acres located near the Ventura Freeway, said a person
familiar with the review. A spokesman for the bank said that the
Calabasas, Calif., building, along with all facilities, was
reviewed for potential sale and lease-back, in which the team
would continue to occupy the site. The company continues to own
and occupy the site, he said.

Bank of America Corporation is a bank holding company and a
financial holding company.


* Morgan Stanley to Defer Bonuses to Top Bankers, Traders
---------------------------------------------------------
Michael J. Moore of Bloomberg News reported that Morgan Stanley
(MS), the investment bank that's cutting 1,600 jobs, is deferring
100 percent of bonuses for some senior bankers and traders over
three years, according to a person briefed on the matter.

The deferrals apply to employees who have both total pay of more
than $350,000 and bonuses of at least $50,000, said the person,
who asked not to be identified because the plans hadn't been
announced, according to the report.

Bloomberg recalled that Morgan Stanley last year capped most cash
bonuses at $125,000 as it seeks to tie employees to the firm and
satisfy regulators' demands for long-term incentives. Chief
Executive Officer James Gorman, 54, has said banks need to balance
rewards to employees with shareholder returns.

Morgan Stanley, Bloomberg added, set aside $5.17 billion for
compensation in its investment-banking and trading division in the
first nine months of 2012, a 9 percent decline from a year
earlier. Return on equity (MS), excluding charges tied to changes
in the value of the company's own debt (MS), was about 5 percent
in the first three quarters and below Gorman's target of 15
percent.

                          Deutsche Bank

The Bloomberg report pointed out that banks are cutting pay and
increasing deferrals as investors demand higher returns.  Deutsche
Bank AG (DBK) is weighing 2012 bonus cuts of as much as 20 percent
for investment bankers in Europe, while those in New York will see
smaller declines, four people briefed on the matter said this
week. The Frankfurt-based lender also is increasing the vesting
period for deferred bonuses for about 150 senior managers to five
years from three, and will make a single payout after the deferral
period ends rather than staggered payments each year.

Jefferies Group Inc. (JEF), the investment bank selling itself to
Leucadia National Corp., has broken from that trend, saying it
will pay employees year-end bonuses in immediately available cash.

Deferred bonuses for affected employees at Morgan Stanley will be
paid 50 percent in cash and 50 percent in stock, said the person
briefed on the matter, Bloomberg reported.  Bankers will get a
quarter of the cash in May, with another quarter coming in each of
the following three Decembers, the person said. The stock (MS)
also will be paid over three years with the first installment in
December.


* FASB Calls for More Disclosure on Repurchase Deals
----------------------------------------------------
Erin Coe of BankruptcyLaw360 reported that the Financial
Accounting Standards Board on Tuesday proposed requirements for
companies to provide more financial disclosure on repurchase
agreements, seeking to prevent a repeat of MF Global Inc.'s
meltdown and misplacement of more than $1 billion in customer
funds.

The board aims to clarify the guidance for how to distinguish
these transactions as sales or as secured borrowings and improve
disclosures to ensure that investors are receiving useful
information about the arrangements, the report said.  It is
seeking comment on the proposal until March 29, the report added.


* House Approves Sandy Aid Package
----------------------------------
Stephanie Kirchgaessner, writing for The Financial Times, reported
that the House of Representatives has passed a $51bn aid package
to states battered by superstorm Sandy, despite strong opposition
from the Republican majority.

Passage of the law on Tuesday came three weeks after Chris
Christie, the Republican governor of New Jersey, and other
Republicans from the northeast of the country, slammed Republican
leader John Boehner for delaying a vote on the measure because of
conservative unease with the bill, the report noted.

The Financial Times article said the measure must now go back to
the Senate for final passage.

An amendment sponsored by a conservative Republican that would
have forced dollar-for-dollar domestic and defence spending cuts
to pay for $17bn in storm relief was defeated with the help of
Democrats although it received the support of a majority of
Republicans, the report said.

The Club for Growth, the anti-tax group, led opposition to the
legislation and supported the call for across-the-board
discretionary spending cuts, although Congress has traditionally
passed disaster relief legislation without offsetting the charges,
the Financial Times related.

"It's the very least Congress can do to start acting in a fiscally
responsible manner," the Club for Growth said in an email to
members of Congress before it was defeated.

The $51bn package passed by 241 to 180, according to the report.
It will help rebuild damaged public transport systems in the two
hardest-hit states of New York and New Jersey, shore up funding
for the Federal Emergency Management Agency that is leading
rebuilding efforts, and help other long-term projects.

The passage of the bill was significant beyond storm relief, the
Financial Times noted.  It showed, at least on this issue, that Mr
Boehner was willing to bring a bill to the floor of the House that
did not have the majority support of his Republican conference.
The Financial Times pointed out that it is an unusual move for a
House speaker but one that was likely considered politically
expedient given Mr. Christie's recent admonishment of his party in
Washington.


* Gonzalez Saggio Adds Three Attorneys in Atlanta Office
--------------------------------------------------------
Gonzalez Saggio & Harlan LLP, (GSH), a full-service minority-owned
law firm, announced on Jan. 17 the hiring of three attorneys in
its Atlanta office to grow its financial services practice.

James W. "Beau" Hays and B. Emory Potter join as Partners, and
Alexander Yusupov as an associate, all from the firm Hays &
Potter, P.C., a full service commercial and construction
litigation firm focused on a full range of commercial collection
services.  The attorneys become a vital part of Gonzalez Saggio &
Harlan LLP which has 15 offices across the country.  The Atlanta
office has grown from three to nine attorneys since opening in
2010.

"The depth of experience the Hays & Potter attorneys bring to
Gonzalez Saggio & Harlan aids in rounding out the firm's full
complement of litigation services for our clients and prospects,
both locally and nationally," said Tracey Blackwell, Managing
Partner of the firm's Atlanta Office and National Co-Chair of the
firm's Litigation Practice Group.  "We are pleased to welcome
Beau, Emory, and Alex to the firm.  Their talent will help fulfill
the growing business needs of our clients for cost effective, one
stop, turnkey solutions to commercial debt collection."

James W. "Beau" Hays

Mr. Hays has acted as lead counsel in litigation matters for over
twenty years, specializing in commercial disputes and bankruptcy
law.  He also has extensive experience in all areas of creditors'
rights, collections, construction law, business law, and civil
litigation.  Mr. Hays is Immediate Past President of the
Commercial Law League of America (CLLA), an Associate Member of
the National Association of Bankruptcy Trustees and has served as
Legislative Liaison for the Creditors Rights Section of the State
Bar of Georgia.

He is an editor for the National Association of Credit
Management's Handbook of Credit and Commercial Laws, focusing on
chapters related to materialman's liens and construction bonds.

Mr. Hays earned his J.D. at the University of North Carolina
School of Law, where he was a member of the Holderness Moot Court
Bench.  He received a B.A. in History and Political Science at the
University of North Carolina at Chapel Hill.  He is admitted to
practice in Georgia, the U.S. District Court for the Northern,
Middle, and Southern Districts of Georgia.  He is a member of the
State Bar of Georgia and has earned the AV Preeminent peer review
rating by Martindale-Hubbell.

B. Emory Potter

Mr. Potter is a construction, commercial and civil litigation
attorney with extensive trial experience.  He specializes in
materialman's liens, construction bonds, creditors' rights, and
commercial collections, handling a large volume of litigation from
initiation of suit through post-judgment collection.  He has
served as a Municipal Court Judge for the City of Chamblee, acted
as a Special Master for the Superior Court of Fulton County, and
he founded and served as the Charter Chair of the Creditors'
Rights Section of the State Bar of Georgia, He has served as Chair
of the Nominating Committee, and on the Board of Governors of The
Commercial Law League of America [CLLA].  He currently serves as
an attorney coach for the Wesleyan High School Mock trial team
which has won three region championships under his leadership.

Mr. Potter earned his J.D. at Georgia State University College of
Law.  He holds a B.S. in Biochemistry from Auburn University.
Potter is admitted to practice in Georgia, the U.S. District Court
for the Northern District of Georgia, and U.S. Court of Appeals
for the Federal Circuit.

Alexander Yusupov

Mr. Yusupov will represent clients in commercial, business,
construction and civil law, creditors' rights, and collection
matters.  Prior to joining GSH, Mr. Yusupov served as lead counsel
in numerous bench and jury trials, as well as in appellate courts.

Graduating in the top 5% of his class, Mr. Yusupov earned his J.D.
at John Marshall Law School of Atlanta, where he was the Articles
Editor of the inaugural edition of John Marshall Law School Law
Journal.  He received a BBA in Business Administration graduating
magna cum laude.  Mr. Yusupov is admitted to practice in Georgia,
the U.S. District Courts of the Northern and Middle Districts, and
Georgia's appellate courts.  He is a member of the Georgia Bar
Association, where he is a member of the Creditors' Rights Section

Gonzalez Saggio & Harlan LLP financial services litigation
attorneys provide transactional, legislative, litigation, and
counseling services to financial institutions and financial
service providers, as well as holding companies and investors in
such institutions.  Its experience includes representing financial
institutions and subsidiaries in consumer litigation against
claims made under the Fair Credit Reporting Act (FCRA), the Fair
Debt Collections Practices Act, the Truth in Lending Act and the
Real Estate Settlement Practices Act. The firm counsels and
assists financial sector firms with respect to business and
contract disputes, including those involving securities,
annuities, insurance, mortgage and consumer fraud, RICO,
foreclosure and bankruptcy, professional negligence and other
misconduct.

                  About Gonzalez Saggio & Harlan

Gonzalez Saggio & Harlan LLP -- http://www.gshllp.com-- is a
national minority-owned law firm with 15 offices located in
Atlanta; Boca Raton, Fla.; Boston; Chicago; Cleveland;
Indianapolis; Los Angeles; Milwaukee; Nashville, Tenn.; New York;
Phoenix; Stamford, Conn.; Washington, D.C.; Wayne, N.J; and West
Des Moines, Iowa.  The firm represents midsized to Fortune 1000
Corporations, governmental entities, and individuals in the areas
of litigation, employment, environmental, corporate and
transactional, public finance, intellectual property & technology,
energy, communications & utilities law, restaurant & hospitality,
and education law.  Gonzalez Saggio & Harlan LLP practices law
with a commitment to quality, diversity and to the communities it
serves.


* Law360 Names Weil Gotshal Bankruptcy Group of the Year
--------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the bankruptcy
practice group at Weil Gotshal & Manges LLP continued a long
tradition of managing and litigating large, global restructurings
in 2012, negotiating the distribution of more than $6.5 billion to
creditors on behalf of Washington Mutual Inc. and winning a major
trial for MF Global UK Limited administrators over multibillion-
dollar repurchase-to-maturity transactions, earning a spot among
Law360's Bankruptcy Practice Groups of the Year.

Weil's portfolio of past and current bankruptcy clientele includes
corporate giants like Lehman Brothers and General Motors and
smaller portfolio companies, the report added.


* Wiley Rein Picks Bankruptcy Vet from Dickstein Shapiro
--------------------------------------------------------
George R. Pitts, one of Washington, DC's most prominent bankruptcy
law practitioners, has joined Wiley Rein LLP as a partner in its
Bankruptcy & Financial Restructuring Practice, according to a
statement issued by the firm.  For more than 25 years, Mr. Pitts
has handled complex insolvency cases and commercial litigation in
courts throughout the United States. Over his distinguished
career, he has represented numerous financial institutions in
connection with a wide range of difficult matters, including
multiple jury and bench trials.

"We are delighted to welcome George to our firm," said Chairman
Richard E. Wiley. "His arrival strengthens our impressive roster
of bankruptcy attorneys, and he will be a great asset to our
clients."

Mr. Pitts comes to Wiley Rein from the Washington, DC office of
Dickstein Shapiro, where he had been a partner since 1995.
Handling bankruptcy cases spanning 10 states and the District of
Columbia, he has represented debtors, financial institutions,
financing companies, franchisors, creditors' committees, trustees,
the Federal Deposit Insurance Corporation and the Resolution Trust
Corporation. His other casework has involved receiverships,
mechanics' liens, foreclosures and issues related to the Uniform
Commercial Code. His extensive litigation experience includes
federal and state trials involving unfair competition claims,
insurance, real estate, business torts, truth in lending and
commercial and partnership disputes.

"George is highly respected and distinguished in the national
bankruptcy bar," said H. Jason Gold, chair of Wiley Rein's
Bankruptcy & Financial Restructuring Practice. "His significant
background will complement our core bankruptcy practice, and his
broad and deep litigation experience will be of particular value
to our team."

Mr. Pitts' arrival will bolster Wiley Rein's acclaimed Bankruptcy
& Financial Restructuring Practice, which was named to the top
tier in Washington, DC in the 2013 "Best Law Firms" rankings
published annually by U.S. News & World Report. In addition,
Chambers USA and The Legal 500 US consistently rank the group as
among the best in Washington, DC and the nation respectively. The
team, one of the largest bankruptcy practices in the Washington,
DC area, includes five business bankruptcy lawyers certified by
the American Board of Certification. Mr. Gold, a bankruptcy
trustee, was recently elected to the Board of Directors of the
National Association of Bankruptcy Trustees.

Mr. Pitts earned his J.D. from the University of Virginia School
of Law, his M.A. and Ph.D. from the University of Pennsylvania,
and his B.A., with high honors, from Swarthmore College (Phi Beta
Kappa).

Mr. Pitts may be reached at:

         George R. Pitts, Esq.
         WILEY REIN LLP
         1776 K Street NW
         Washington, DC 20006
         Tel: (703) 905-2840
         Email: gpitts@wileyrein.com


* BOOK REVIEW: Corporate Venturing -- Creating New Businesses
-------------------------------------------------------------
Authors: Zenas Block and Ian C. MacMillan
Publisher: Beard Books, Washington, D.C. 2003
(reprint of 1993 book published by the President and Fellows of
Harvard College).
List Price: 371 pages. US$34.95 trade paper, ISBN 1-58798-211-0.

Creating new businesses within a firm is a way for a company to
try to tap into its potential while at the same time minimizing
risks.  A new business within a firm is like an entreprenuerial
venture in that it would have greater flexibility to
opportunistically pursue profits apart from the normal corporate
structure and decision-making processes.  Such a business is
different from a true entrepreneurial venture however in that the
business has corporate resources at its disposal.  Such a company
business venture has to answer to the company management too.
Corporate venturing--to use the authors' term--offers innovative
and stimulating business opportunities.  Though venturing is in a
somewhat symbiotic relationship with the parent firm, the venture
would never threaten to ruin the parent firm as a entrepreneur
might be financially devastated by failure.

Block and MacMillan contrast an entreprenuerial enterprise with
their subject of corporate venturing, "When a new entrepreneurial
venture is created outside an existing organization, a wide
variety of environmental factors determine the fledgling
business's survival.  Inside an organization . . . senior
management is the most critical environmental factor."  This
circumstance is the basis for both the strengths and limitations
of a corporate venture.  In their book, the authors discuss how
senior management working with the leadership of a corporate
venture can work in consideration of these strengths and
weaknesses to give the venture the best chances for success.  If
the venture succeeds beyond the prospects and goals going into
its formation, it can always be integrated into the parent
company as a new division or subsidiary modeled after the regular
parts of a company with the open-ended commitment, regular hiring
practices, and reporting and coordination, etc., going with this.
As covered by the authors, done properly with the right
commitment, sense of realism and practicality, and preliminary
research and ongoing analysis, corporate venturing offers a firm
new paths of growth and a way to reach out to new markets, engage
in fruitful business research, and adapt to changing market and
industry conditions. The principle of corporate venturing is the
familiar adage, "nothing ventured, nothing gained."  While it is
improbable that a corporate venture can save a dying firm, a
characteristic of every dying firm is a blindness about
venturing.  Just thinking about corporate ventures alone can
bring to a firm a vibrancy and imagination needed for business
longevity.

Ideas, insights, and vision are the essence of corporate
venturing.  But these are not enough by themselves. Corporate
venturing is based as much on the right personnel, especially the
top leaders.  The authors advise to select current employees of a
firm to lead a corporate venture whenever feasible because they
already have relationships with senior management who are the
ultimate overseers of a venture and they understand the corporate
culture.  In one of their several references to the corporate
consultant and motivational speaker Peter Drucker, the authors
quote him as identifying only half jokingly the most promising
employees to lead the corporate venture as "the troublemakers."
These are the ones who will be given the "great freedom and a
high level of empowerment" required to make the venture workable
and who also are most suited to "adapt rapidly to new
information." Such employees for top management of a venture are
not entirely on their own.  The other side of this, as Brock and
MacMillan go into, is for such venture management to earn and
hold the trust and confidence of the firm's top management and
work within the framework and follow the guidelines set for the
venture.

Corporate venturing is an operation which is a hybrid of the
standard corporate interests and operations and an independent
business with entrepreneurial flexibility mainly from focus on
one product or service or at most a few interrelated ones,
simplified operations, and streamlined decision-making.  From
identifying opportunities and getting starting through the
business plan and corporate politics, Brock and MacMillan guide
the readers into all of the areas of corporate venturing.

Zenas Block is a former adjunct professor with the Executive MBA
Program at the NYU Stern School of Business.  Ian C. MacMillan is
associated with Wharton as a professor and a director of a center
for entrepreneurial studies.


                            *********

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 US$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
Thursday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

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/booksto order any title today.



                            *********

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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