TCR_Public/130122.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, January 22, 2013, Vol. 17, No. 21

                            Headlines

0738126 BC: Owner Accused of Operating Ponzi Scheme
112TH & SHERIDAN: Case Summary & 2 Unsecured Creditors
1584 FULTON: Voluntary Chapter 11 Case Summary
1ST REGENTS BANK: Closed; First Minnesota Bank Assumes Deposits
400 EAST: Hires Herrick Feinstein as Bankruptcy Counsel

400 EAST: Government Proofs of Claim Due April 8
A123 SYSTEMS: CFIUS Reviews Transfer of Technology to Wanxiang
ABB/CON-CISE OPTICAL: S&P Affirms 'B' CCR; Rates $330MM Loans 'B'
ABDIANA A: Court OKs Merlin Law et al. to Pursue Insurance Claim
AMERICAN AIRLINES: Veteran Pilots Assert Grievances

AMERICAN AIRLINES: $740-Mil. in Claims Traded for 11-Month Period
AMERICAN AIRLINES: KPMG Also Provides Services to US Airways
AMERICAN AIRLINES: Skadden Arps Discloses New Hourly Rates
AMERICAN AIRLINES: Wins Court Approval for $1.5-Bil. Financing
AMERICAN AIRLINES: Incurs $1.9 Billion Net Loss in Full Year 2012

AMERICAN AXLE: Expects $2.9 Billion Sales in Full Year 2012
AMERICAN MEDIA: S&P Lowers Corporate Credit Rating to 'CCC+'
ARMAND PROPERTIES: Voluntary Chapter 11 Case Summary
ARRIS GROUP: S&P Assigns Preliminary 'BB-' Corporate Credit Rating
ATARI INC: U.S. Arm of Iconic Company Files for Bankruptcy

ATARI INC: Intends to Pay Claims of Certain Developers
ATARI INC: Wants Until March to File Schedules and Statements
ATARI INC: Case Summary & 30 Largest Unsecured Creditors
BELLA HOLDINGS: Case Summary & Top Unsecured Creditors
BERNARD L MADOFF: SEC Purge of Madoff, Goldman Probe Files Upheld

BOB YARI: Calif. Appeals Court Affirms Ruling in E1 Films Lawsuit
BRUCE BURROW: US Trustee Seeks Dismissal or Ch.7 Conversion
CENTRAL FEDERAL: Annual Stockholders Meeting Set for May 16
CENTRAL GARDEN: S&P Cuts CCR to 'B'; Cuts Debt Rating to 'BB-'
CENTRAL EUROPEAN: Major Investor Junks Revised Deal with RTL

CHEROKEE SIMEON: Court Approves Elliott Greenleaf as Counsel
CHESAPEAKE STEAK: 3rd Cir. Affirms Russo Conviction on Wire Fraud
CHRYSLER GROUP: Nears Deal with Banco Santander for Financing
CLEAR CHANNEL: Bank Debt Trades at 15% Off in Secondary Market
COLLEGE BOOK: Claims Bar Date Set for Feb. 28

COMMUNITY FIRST: Martin Maguire Named to Boards of Directors
CONTOURGLOBAL LP: S&P Assigns 'B+' Corporate Credit Rating
CSD LLC: Withdraws Motion to Tap Lionel Sawyer as Special Counsel
DCP LLC: S&P Affirms 'B' Corporate Credit Rating
DEWEY & LEBOEUF: JPMorgan, Trustee Object to Bankruptcy Fee Claims

DEWEY & LEBOEUF: Citibank Denied Win in Ex-Partner Loan Fight
DIAL GLOBAL: Obtains $5MM Loan; Waivers Extended Until Feb. 28
DRAGON SYSTEMS: Founders "Scapegoating" Over Sale, Says Goldman
DUNE ENERGY: Amends Stock Option Awards of Two Former Directors
DRINKS AMERICAS: Shareholders Cut Number of Directors to Three

EASTMAN KODAK: Dodges Pricey Payout in SC Pollution Settlement
ELPIDA MEMORY: Clears Hurdle on Way to Micron Deal
EMMIS COMMUNICATIONS: Has Exchange Offer for Eligible Options
EMMONS-SHEEPSHEAD: Wants Court's Nod to Borrow $5-Mil. from SDF
EMPIRE RESORTS: Gets Approval for Destination Resort Master Plan

EVISION SOLAR: Inks Teaming Agreement with Horizon Energy
FIELD FAMILY: Exclusive Filing Period Extended Until May 10
FEEL GOLF: Incurs $3.4-Mil. Net Loss in 2011
GEOKINETICS INC: To File for Chap. 11 to Implement Restructuring
GEORGE R. CRANFORD: Case Summary & 20 Largest Unsecured Creditors

GFI GROUP: Moody's Downgrades Rating to 'B1'; Outlook Stable
GMC DAIRY: Voluntary Chapter 11 Case Summary
GREAT BASIN: Voluntarily Delists Common Stock From NYSE MKT
GREEKTOWN SUPERHOLDINGS: Moody's Keeps 'B3' Corp. Family Rating
HAMPTON ROADS: Kevin Chase Joins as SVP for Commercial Banking

HANDY HARDWARE: Meeting to Form Creditors' Panel on Jan. 24
HELLER EHRMAN: Greenberg Traurig to Mediate Malpractice Suit
HAWKER BEECHCRAFT: Attys Should Inform Retirees on PBGC Deal
HD SUPPLY: Issues $950 Million 10.50% Sr. Subordinated Notes
HEB GROCERY: Beats Antitrust Suit Over Produce Restrictions

HERITAGE REAL ESTATE: Case Summary & Unsecured Creditor
HIGHLAND LAND: Case Summary & 20 Largest Unsecured Creditors
HILLMAN GROUP: S&P Assigns 'B+' Rating to $76.8MM Draw Term Loan
HOSTESS BRANDS: Judge Greenlights Deal to Pay ACE Insurance Debt
HOWREY LLP: Trustee Targets Former Partners

IMPLANT SCIENCES: Gets TSA Approval for Sniffer Trace Detector
JASMINE AT ORLANDO: Court Dismisses Chapter 11 Case
KENNETH SCHACTER: Ralph DeLuca Buys Metropolis Poster for $1.2MM
LAGUNA BRISAS: Court Approves Johnny Kim as Special Counsel
LIFECARE HOLDINGS: Creditors' Committee Taps Pachulski & FTI

LOCATION BASED TECHNOLOGIES: Amends 2012 Report to Correct Errors
LORUS THERAPEUTICS: Incurs C$1.61-Mil. Net Loss in Nov. 30 Quarter
LODGENET INTERACTIVE: Former CEO Gets $1.4MM for Unpaid Salary
LSP MADISON: Moody's Affirms 'Ba2' Rating on Sr. Sec. Term Loan
LSP MADISON: S&P Affirms 'BB+' Rating on Senior Secured Term Loan

LYON WORKSPACE: Files Chapter 11 Petition in Illinois
LYON WORKSPACE: Proposes KCC as Notice and Claims Agent
LYON WORKSPACE: Asks for March 4 Extension to File Schedules
LYON WORKSPACE: Case Summary & 20 Largest Unsecured Creditors
MERIDIAN SUNRISE: Case Summary & 20 Largest Unsecured Creditors

METEX MFG: Committee Taps Charter Oak as Financial Advisor
METRO FUEL: Gets Final OK to Incur DIP Loan, Use Cash Collateral
MF GLOBAL: Execs, PwC Call Investors' Case Flimsy
MICHAELS STORES: Reports Holiday Sales of $1.164 Billion
MICHAELS STORES: Moody's Rates $1.64-Bil. Term Loan Due 2020 'B1'

MIR PRINTING: Case Summary & 17 Largest Unsecured Creditors
MOMENTIVE PERFORMANCE: Proposes to Issue $1.1-Bil. Senior Notes
MOMENTIVE SPECIALTY: Signs Various Transactions Relating to Notes
MOOG INC: Moody's Says Notes Repurchase No Impact on 'Ba2' CFR
MOSS FAMILY: Hires Beachwalk Realty as Broker

MUSCLEPHARM CORP: Further Amends 4.5MM Shares Prospectus
NCL CORPORATION: S&P Raises Corporate Credit Rating to 'BB-'
NEW ORLEANS AUCTION: Seller of Chinese Seal Wins $8,325 Judgment
NEWLEAD HOLDINGS: Enters Into Coal Reserve Property Agreement
NINNEKAH QUICK: 10th Cir. Rules on Absolute Priority Rule

NTP MARBLE: Meeting to Form Creditors' Panel on Feb. 1
O&G LEASING: Indenture Trustee Withdraws First Amended Plan
OMEGA NAVIGATION: Compromise Denied, Settlement Approved
OVERSEAS SHIPHOLDING: Sr. Lenders Object to CEXIM & DSF Financing
PEARLMONT LLC: Chapter 11 Case Summary & Unsecured Creditor

PEDEVCO CORP: To Further Restate 2011 Report to Correct Errors
PEDEVCO CORP: Files 2nd Amendment to Form S-1 Prospectus
PENNFIELD CORP: Cargill Completes Asset Purchase Agreement
PENSON WORLDWIDE: Meeting to Form Creditors' Panel Tomorrow
PINNACLE AIRLINES: Path From Chapter 11 May Run Through Delta Air

POWERWAVE TECHNOLOGIES: Amends Q3 Form 10-Q to Address Comments
PRINCE SPORTS: Settles Tennis Net Patent Fight with Wilson
QUICK-MED TECHNOLOGIES: Paul Jenssen Replaces Nam Nguyen as CFO
RAY THOMAS: Case Summary & 20 Largest Unsecured Creditors
RG STEEL: Asks Court for Liquidating Trustee to Wind Up MSC

RG STEEL: Has Court Nod to Pay Prepetition Claims of Trial Experts
RG STEEL: Committee Wants Leave to Pursue Claims vs. Ira Rennert
RICHFIELD EQUITIES: Has Access to DIP Financing Until Jan. 25
ROTECH HEALTHCARE: Amends Report on $25MM Loan to Add Exhibit
RYAN INT'L: In Liquidation; Ceases Remaining Charter Operations

SATCON TECHNOLOGY: Aims to Put Assets on Auction Block Next Month
SAVANNAH INTERESTS: Owners Retain Control Under Plan
SECOND INJURY: Mo. Auditor Confirms State Fund Insolvent
SHELDRAKE LOFTS: Court Approves McGrath & Company as Appraiser
SINO-FOREST CORP: Plan Implementation Date Expected for Jan. 23

STELLAR BIOTECHNOLOGIES: Incurs $5.2-Mil. Net Loss in 2012
SURGICAL ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
THELEN LLP: Ex-Partner Clawback Deal Paves Way for More Pacts
THQ INC: Panel Seek to Retain Houlihan Lokey as Fin'l Advisor
TIGER MEDIA: Expects $9 Million Net Income for 2012

TIGER MEDIA: Phillip Frost Owns 32.5% of Ordinary Shares
TRIBUNE CO: Names Peter Liguori as Chief Executive Officer
TRINSEO SA: S&P Affirms 'B+' Corporate Credit Rating
TRIBUNE CO: To Drop Clawback Lawsuits Against Many Top Executives
TXU CORP: Bank Debt Trades at 34% Off in Secondary Market

USEC INC: Modifies Executive Compensation Program for 2013
UTSTARCOM HOLDINGS: Himanshu Shah Hikes Equity Stake to 17.7%
VELO HOLDINGS: Urges Judge to Confirm Ch. 11 Reorganization Plan
VERTIS HOLDINGS: Hires Deloitte & World Graphic
VITESSE SEMICONDUCTOR: Raging Capital Drops 2 Director Nominees

VYSTAR CORP: Composition of Board Committees Modified
W.R. GRACE: Financing Amendment Approved by Bankr. Court
W.R. GRACE: Drops Bid to Expand Baker Donelson's Services
W.R. GRACE: David Law Firm Represents Asbestos Claimants
W.R. GRACE: To Release 4th Quarter Results Feb. 6

WARNER SPRINGS: Court Approves Timothy Landis as Consultant
WARNER SPRINGS: Claims Bar Date Set for Feb. 22
WILCOX EMBARCADERO: Stipulation on Use of Owens Cash Collateral
WVSV HOLDINGS: Amends Plan Outline to Address 10K Objection
XZERES CORP: Delays Form 10-Q for November 30 Quarter

XZERES CORP: Amends 2012 Form 10-K to Revise Disclosures
ZACKY FARMS: Lillian Zacky Family Trust Wins Auction
ZUERCHER TRUST: Court Orders Appointment of Ch. 11 Trustee

* Moody's Says Speculative-Grade Liquidity Still Face Threats
* Moody's Says Foreclosure Timelines Continue to Extend

* Regionals Showing Better Health than Big Banks in Latest Reports

* Law360 Names Akin Gump Bankruptcy Group of The Year

* Large Companies With Insolvent Balance Sheets

                            *********

0738126 BC: Owner Accused of Operating Ponzi Scheme
---------------------------------------------------
The executive director of the British Columbia Securities
Commission has issued a notice of hearing alleging that a Canadian
citizen who currently resides and is under house arrest in
Colbert, Washington, perpetrated a fraud and made false statements
to the commission.

The notice alleges that Doris Elizabeth Nelson operated a payday
loan business that was, in actuality, a Ponzi scheme that raised
$135.4 million from at least 800 investors in Canada and the
United States.  The notice states that over $69 million was raised
from at least 355 B.C. investors.

Ms. Nelson ran her business through a group of companies that she
directed and controlled, and which she represented and promoted
collectively as the Little Loan Shoppe.  She financed the growth
of her business by raising funds from investors in B.C. and the
U.S., and used existing investors to recruit new investors, paying
these recruiters on a commission basis.  In return for investors'
money, she had her companies issue promissory notes.

Ms. Nelson represented to investors, both directly and through her
recruiters, that because her business was so profitable, she could
afford promissory notes paying annual interest rates of 40% to
60%.  She also said that the investment was risk-free.  In
reality, her business was not profitable due to its high rate of
customer loan defaults.

One of the companies that Nelson controlled and used to issue
promissory notes was 0738126 B.C. Ltd.  On July 11, 2008,
commission investigators notified Ms. Nelson that 0738126's
capital raising activities in B.C. were under investigation.  The
notice alleges that Ms. Nelson reacted by emailing investors,
telling them that she planned to make false statements to the
commission and coaching them to hide relevant information if
contacted by the commission.

The commission ordered 0738126 to provide information and records
regarding its investors.  In response, Ms. Nelson produced a false
affidavit in which she misrepresented the number of Canadian
investors and attached false evidence purporting to establish
exemptions for those distributions that 0738126 had already made.
Nelson also stated, correctly, that 0738126 had ceased
distributing securities.

Since 2009, two of Ms. Nelson's companies have entered bankruptcy
proceedings.  Ms. Nelson is also the subject of civil proceedings
brought by the Washington State Department of Financial
Institutions and the U.S. Securities and Exchange Commission.
Additionally, she is awaiting trial in federal criminal court in
Spokane, Washington, currently scheduled to be held in June 2013,
on 71 counts of wire fraud, 22 counts of mail fraud, and 17 counts
of international money laundering.

These allegations have not been proven. Counsel for the executive
director will apply to set dates for a hearing into the
allegations before a panel of commissioners on February 19, 2013
at 9:00 a.m.

The B.C. Securities Commission is the independent provincial
government agency responsible for regulating trading in securities
within the province.


112TH & SHERIDAN: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: 112th & Sheridan Development, LLC
        44 Inverness Drive East, Building E
        Englewood, CO 80112

Bankruptcy Case No.: 13-10711

Chapter 11 Petition Date: January 18, 2013

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

Scheduled Assets: $2,503,294

Scheduled Liabilities: $1,862,826

A copy of the Company's list of its two unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cob13-10711.pdf

The petition was signed by James S. Loup, manager.


1584 FULTON: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 1584 Fulton LLC
        1584 Fulton Street
        Brooklyn, NY 11213

Bankruptcy Case No.: 13-40279

Chapter 11 Petition Date: January 17, 2013

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

Judge: Nancy Hershey Lord

Debtor's Counsel: David Carlebach, Esq.
                  LAW OFFICES OF DAVID CARLEBACH, ESQ.
                  40 Exchange Place, Suite 1306
                  New York, NY 10005
                  Tel: (212) 785-3041
                  Fax: (646) 355-1916
                  E-mail: david@carlebachlaw.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Martin Daskal, managing member.


1ST REGENTS BANK: Closed; First Minnesota Bank Assumes Deposits
---------------------------------------------------------------
1st Regents Bank of Andover, Minn., was closed on Friday, Jan. 18,
2013, by the Minnesota Department of Commerce, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First Minnesota Bank of Minnetonka, Minn., to
assume all of the deposits of 1st Regents Bank.

Depositors of 1st Regents Bank's sole branch will automatically
become depositors of First Minnesota Bank.  The drive-through
facility of 1st Regents Bank will reopen during normal business
hours, but due to the Martin Luther King, Jr. holiday, the bank's
lobby will reopen on Tuesday, Jan. 22 at its usual time.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.
Customers of 1st Regents Bank should continue to use their
existing branch until they receive notice from First Minnesota
Bank that it has completed systems changes to allow other First
Minnesota Bank branches to process their accounts as well.

As of Sept. 30, 2012, 1st Regents Bank had around $50.2 million in
total assets and $49.1 million in total deposits.  First Minnesota
Bank will pay the FDIC a premium of two percent to assume all of
the deposits of 1st Regents Bank.  In addition to assuming all of
the deposits of the failed bank, First Minnesota Bank agreed to
purchase essentially all of the assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-886-2504.  Interested parties also can
visit the FDIC's Web site at

  http://www.fdic.gov/bank/individual/failed/1stregents.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $10.5 million.  Compared to other alternatives, First
Minnesota Bank's acquisition was the least costly resolution for
the FDIC's DIF.  1st Regents Bank is the second FDIC-insured
institution to fail in the nation this year, and the first in
Minnesota.  The last FDIC-insured institution closed in the state
was First Commercial Bank, Bloomington, on Sept. 7, 2012.


400 EAST: Hires Herrick Feinstein as Bankruptcy Counsel
-------------------------------------------------------
400 East 51st Street LLC asks the U.S. Bankruptcy Court for
permission to employ Herrick, Feinstein LLP as principal
bankruptcy counsel.

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

The firm's hourly rates range from $990 to $495 for members and
counsel, $580 to $290 for associates, and $355 to $180 for legal
assistants.

                    About 400 East 51st Street

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


400 EAST: Government Proofs of Claim Due April 8
------------------------------------------------
The deadline for governmental entities to file proofs of claim in
the Chapter 11 case of 400 East 51st Street LLC is April 8, 2013
at 5:00 p.m.

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


A123 SYSTEMS: CFIUS Reviews Transfer of Technology to Wanxiang
--------------------------------------------------------------
The Strategic Materials Advisory Council on Jan. 21 urged the
Committee on Foreign Investment in the United States (CFIUS) to
follow the words of President Obama's Second Inaugural Address and
refuse to hand over critical technology to other countries.

In his Inaugural, the President said, "The path towards
sustainable energy sources will be long and sometimes difficult.
But America cannot resist this transition; we must lead it.  We
cannot cede to other nations the technology that will power new
jobs and new industries -- we must claim its promise."

"The President could have been reading from our own public
statements about the transfer of advanced battery technology to a
company owned by one of China's richest and most politically-
connected individuals," said Council Co-Chair, former Army
Acquisition Executive, Dean Popps.

"With more than $250 million in federal and state grants, it
appears A123 Systems advanced the technology of lithium-ion
batteries by at least a decade," Mr. Popps said.  "What's more,
the grounding of the entire Boeing 787 fleet over concerns with
its lithium-ion battery technology shows just how vital this
technology will be in the 21st century."

"This is exactly the science the President was talking about:
technology that will power the jobs and industries of tomorrow by
powering our electrical grid and our communications system.  Even
more central to the President's concerns, this science will power
our satellites, unmanned military drones and our soldiers in the
field.  This highly sensitive technology with key military
applications should not be handed over to China. American
taxpayers own this technology; we paid for it and, like the
President said, we should claim its promise."

CFIUS, headed by Obama's outgoing Treasury Secretary, Timothy
Geithner, is in the process of reviewing the transfer of A123
Systems' technology to the Shanghai-based Wanxiang Group in a
bankruptcy sale.  Wanxiang's founder and CEO is Chinese
billionaire Lu Quanqiu, China's 18th richest man and a 44 year
member of China's National People's Congress.

In a maneuver described as "novel," Wanxiang has established an
"independent trust" to buy a majority of A123's assets while
awaiting a decision from CFIUS.  "This 'trust' mechanism shouldn't
fool anyone," Mr. Popps noted, "at the end of the sale, this
technology will still be Chinese-owned unless CFIUS follows the
mandate in today's Inaugural address."

                        About the Council

The Strategic Materials Advisory Council is a coalition of former
U.S. Government leaders and industry experts who have significant
experience with strategic and critical materials through decades
of service in the public and private sector.  The Council was
formed with the clear objective to promote policy solutions that
ensure continued access of both U.S. industry and military to
those materials needed to support a robust 21st century economy
and military.

                        About A123 Systems

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

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

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

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

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

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

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

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

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

JCI has filed an appeal from the sale approval.


ABB/CON-CISE OPTICAL: S&P Affirms 'B' CCR; Rates $330MM Loans 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Coral Springs, Fla.-based ABB/Con-Cise Optical
Group LLC.  The outlook is stable.

At the same time, S&P assigned its 'B' issue rating (the same as
the corporate credit rating) to the proposed $330 million senior
secured credit facilities.  The recovery rating on the senior
secured credit facilities is '3', indicating that lenders could
expect meaningful (50% to 70%) recovery in the event of a
payment default or bankruptcy.  The ratings are subject to change
and assume the transaction closes on substantially the terms
provided to S&P.  S&P expects to withdraw the ratings on the
existing credit facilities upon repayment.  Total debt outstanding
at close is estimated at about $270 million.

"The ratings on ABB reflect the company's narrow focus in the
highly competitive contact lens distribution industry, its
continuing vulnerability to decisions made by the four major
contact lens suppliers, low barriers to entry, and the ability of
customers to switch distributors fairly easily," said Standard &
Poor's credit analyst Jerry Phelan.  "The ratings also reflect
the company's modest free cash flow generation after tax
distributions, and its aggressive financial policy."

The outlook is stable.  S&P expects ABB to improve credit measures
as it benefits from the acquisition by increasing profits
meaningfully over the next two years through synergies, cost
eliminations, and share gains, while maintaining adequate
liquidity.


ABDIANA A: Court OKs Merlin Law et al. to Pursue Insurance Claim
----------------------------------------------------------------
Abdiana A, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the Western District of Missouri to employ
Erin Kristofco and Merlin Law Group, P.A., John Del Percio and
Lloyd L. Messick as special counsel to pursue certain claims with
respect to damage to the property at 1726 Holmes Road, Kansas
City, Missouri, owned by the Debtor.

Prior to the formation of the Debtor and the deeds of the property
at 1726 Holmes Road to the Debtor, the property at 1726 Holmes
Road was owned by an affiliate of the Debtor and insured against
loss under Abdiana Properties, Inc.'s policy of property insurance
with American Family Mutual Insurance Co.

In January 2011, substantial theft and vandalism damage was
sustained to the property at 1726 Holmes Road, giving rise to
certain claims by Abdiana Properties, Inc., for the loss and
damage.  The insurer declined to pay Abdiana Properties, Inc.'s
claim arising out of the damage to the property at 1726 Holmes
Road now owned by the Debtor and which secures Debtor's
obligations to Arvest Bank.  Abdiana Properties, Inc., engaged
counsel to bring suit to recover for the loss and damages to the
property, and on June 19, 2012, suit was filed seeking to recover
for the damage to the property.  The Petition alleged damages and
sought recovery of $4,671,974 and a sum of money equal to the
plaintiff's lost business income, lost rents and lost rental
value, with interest and costs and vexatious refusal penalties.

The Debtor entered into a Contingent Fee Agreement dated May 7,
2012, with Erin Kristofco and Merlin Law Group, P.A.; John Del
Percio; and Lloyd L. Messick, with respect to the claims arising
out of the damage to the property at 1726 Holmes Road.  Pursuant
to the Contingent Fee Agreement, Abdiana Properties, Inc., agreed
to pay a contingent fee in connection with the litigation of 20%
of all gross amounts collected, 97% of which will go to MLG and 3%
of which will be paid to Messrs. Del Percio and Messick as co-
counsel, as provided in the Contingent Fee Agreement.  The Debtor
has an expectancy that the net recovery will be paid to or for the
benefit of the Debtor and the property at 1726 Holmes Road.

The Debtor said it brought the precautionary motion for approval
of the engagement of MLG, Del Percio and Messick as special
counsel to prosecute the claims arising out of the damage to the
property at 1726 Holmes Road and for approval of the Contingent
Fee Agreement.  Although the Contingent Fee Agreement is between
Abdiana Properties, Inc., and MLG, Del Percio and Messick, to the
extent that the Debtor has an interest in the net proceeds of the
claim arising out of damage to the property at 1726 Holmes Road
and the employment of counsel may impact that interest, the Debtor
sought court approval of the employment of MLG, Del Percio and
Messick as special counsel to prosecute the claim.

Erin Kristofco and Merlin Law Group, P.A.; John Del Percio; and
Lloyd L. Messick attest they are "disinterested persons" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Abdiana A, LLC, filed for Chapter 11 bankruptcy (Bankr. W.D. Mo.
Case No. 12-44005) on Sept. 25, 2012, estimating at least
$10 million in assets and debts.  Abdiana A's business consists of
ownership and operation of various real properties in Kansas City,
Missouri.  Bankruptcy Judge Arthur B. Federman oversees the case.


AMERICAN AIRLINES: Veteran Pilots Assert Grievances
---------------------------------------------------
A group of pilots claimed the bankruptcy court, which oversees
American Airlines Inc.'s bankruptcy case, erred when it overruled
its objection to the new labor contract between the airline and
the Allied Pilots Association.

The pilots, who were hired by American Airlines prior to Nov. 1,
1983, said the U.S. Bankruptcy Court in Manhattan does not have
jurisdiction to order that any grievances filed by the group
challenging the airline's ability to abrogate the contract are
moot.

The group previously criticized the airline's refusal to exclude
the grievances filed by pilot Larry Scerba from the settlement
proposed under the new labor deal.

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

                      Retirement Plan

The Pilots Group also claimed that the bankruptcy court erred when
it overruled the group's objection to the amendment of the pilots
retirement plan.

Earlier this month, the group of pilots appealed from a
bankruptcy court's decision that authorized AMR Corp., the parent
company of American Airlines, to eliminate lump sum and
installment options provided under the retirement plan.

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

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: $740-Mil. in Claims Traded for 11-Month Period
-----------------------------------------------------------------
There were 815 claims totaling $740,392,283 that changed hands in
the Chapter 11 cases of AMR Corp., American Airlines, Inc., and
their debtor affiliates from January to November 2012, according
to data compiled by SecondMarket.

The first claim trading in AMR's case was recorded in January
last year, less than two months after the airline company filed
for bankruptcy.

The breakdown of the claims trading activity is as follows:

        Month     Trades      Amount      Avg. Amount
     ----------   ------   ------------   -----------
     Nov. 2012      57     $140,655,059    $2,467,633
     Oct. 2012      61     $155,061,245    $2,541,988
     Sept. 2012    174     $288,956,230    $1,660,668
     Aug. 2012     126     $106,196,547      $842,830
     July 2012      71      $26,453,587      $372,586
     June 2012      49      $15,109,975      $308,367
     May 2012       67       $3,001,097       $44,792
     April 2012     67       $3,236,946       $48,313
     March 2012    135       $1,448,743       $10,731
     Feb. 2012       7         $272,727       $38,961
     Jan. 2012       1             $128          $128

                         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: KPMG Also Provides Services to US Airways
------------------------------------------------------------
Howard Steinberg, a partner of the firm of KPMG LLP, filed a
supplemental declaration disclosing that it is the auditor of US
Airways.  In order to avoid the sharing, inadvertent or
otherwise, of confidential information between those KPMG
professionals working on behalf of the Debtors with those KPMG
professionals working on behalf of US Airways, KPMG will
assign different professionals to work on the two different
matters, and the KPMG professionals working for US Airways will
not share any information or discuss any matters related to that
engagement with those KPMG professionals working for the Debtors
without US Airways' prior written consent, and vice versa.

AMR Corp. and its affiliates earlier sought and obtained the
Bankruptcy Court's permission to employ KPMG LLP as their tax
compliance and tax consultants, nunc pro tunc to March 8, 2012.

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 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: Skadden Arps Discloses New Hourly Rates
----------------------------------------------------------
John Wm. Butler, Jr., Esq., partner of the firm of Skadden, Arps,
Slate, Meagher & Flom LLP, in Chicago, Illinois, filed
supplemental affidavits disclosing that effective January 1,
2013, the hourly rates under the standard bundled rate structure
will range from $840 to $1,220 for partners, $845 to $930 for
counsel, $365 to $795 for associates, and $195 to $325 for legal
assistants and support staff.  On average, the 2013 rates
represents an increase of approximately 4% from the firm's prior
rate structure which was last adjusted as of January 1, 2012.

Mr. Butler also disclosed that, in consultation with the Official
Committee of Unsecured Creditors, his firm has determined to
transfer to Togut, Segal & Segal LLP matters relating to:

   (a) the review and analysis of the releases contained in the
       proposed order approving the Debtors' motion to enter into
       term sheets relating to 21 ERJ135, 59 ERJ140 and 118
       ERJ145 Aircraft and the diligence concerning potential
       fraudulent conveyance claims that were raised by Marathon
       Asset Management, LP;

   (b) Marathon's motion for the appointment of an examiner; and

   (c) matters relating the action styled American Airlines,
       Inc., v. Travelport Limited, et al., Case No.
       4:11-cv00244-Y (N.D. Tex. 2011) and other matters
       related to the dispute that is the subject of the
       Antitrust Action.

Further, Mr. Butler disclosed that his firm represents, among
others, an affiliate of Arinc Incorporated, the City and County
of San Francisco; the City of Chicago; and MPC Holdings; and
affiliates of Airfoil Technologies International-Singapore PTE
LTD, Allied Irish Bank, P.L.C., American Express Travel Related
Services Company, Inc., and AMETEK, Inc.

The Official Committee of Unsecured Creditors in AMR Corp.'s cases
retained Skadden, Arps, Slate, Meagher & Flom LLP and affiliates
as its counsel, nunc pro tunc to December 5, 2011.  Skadden Arps
agreed to:

  (a) advise the Committee regarding its rights, powers, and
      duties in the Chapter 11 Cases;

  (b) assist and advise the Committee in its consultations with
      the Debtors concerning the administration of the Chapter
      11 Cases;

  (c) assist and advise the Committee in its investigation of
      the acts, conduct, assets, liabilities, and financial
      condition of the Debtors, the operation of the Debtors'
      business and the desirability of the continuance of the
      business;

  (d) assist the Committee, as applicable, in the formulation,
      review, analysis and negotiation of any plan of
      reorganization that may be filed and assist the Committee,
      as applicable, in the formulation, review, analysis and
      negotiation of the disclosure statement accompanying any
      plan of reorganization;

  (e) assist the Committee in preparing pleadings and
      applications including, if applicable, any request for
      appointment of a trustee or examiner under Section 1104 of
      the Bankruptcy Code;

  (f) represent the Committee at court hearings and proceedings;

  (g) assist the Committee in the review, analysis, and
      negotiation of any financing agreements;

  (h) assist and advise the Committee as to its communications
      with its constituents regarding significant matters in
      these cases, including but not limited to communications
      required under Section 1102(b)(3) of the Bankruptcy Code;
      and

  (i) review and analyze motions, applications, orders,
      statements of operations and schedules filed with the
      Court and advise the Committee as to their propriety.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wins Court Approval for $1.5-Bil. Financing
--------------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that AMR
Corp., the American Airlines parent restructuring in bankruptcy,
won court approval for $1.5 billion in aircraft financing,
defeating bondholder opposition to a plan to repay debt.

U.S. Bankruptcy Judge Sean Lane in Manhattan approved American's
request for the financing in a decision filed on Jan. 18,
according to the report, overruling an objection from a noteholder
trustee that said the company owes a premium called a make-whole
amount when it refinances.

"The noteholders here are entitled to receive full repayment of
principal and accrued interest without a make-whole amount, which
is exactly what they bargained for in these circumstances," Judge
Lane said, Bloomberg related.

AMR, which filed for bankruptcy in 2011, sought court approval in
October for the financing to take advantage of lower interest
rates, saying it may save more than $200 million in interest
expense, the report recalled.  The airline said it would use
proceeds to repay about $1.3 billion in debt backed by aircraft
under three series of notes.

The proposal, Bloomberg noted, was opposed by trustee U.S.
Bancorp, which sued the Fort Worth, Texas-based airline in
bankruptcy court.  It said AMR was required to pay the make-whole
amount under the terms of existing notes.

Michael Burke, an attorney for U.S. Bancorp, didn't respond to a
phone message or e-mail seeking comment, according to Bloomberg.

                    Borrower Disincentive

Mr. McLaughlin explains that make-whole provisions, under which
investors receive a premium if the securities are redeemed early,
are included in credit agreements to create a disincentive for
borrowers to call bonds before their scheduled maturity.  Lenders
would rather keep the current high-coupon debt than have to
reinvest the cash into lower-yielding notes.

Vicki Bryan, an analyst at Gimme Credit LLC, told Bloomberg in a
phone interview that she was concerned about the decision because
AMR was "attacking" a fundamental provision that protects
investors in the high-yield credit market.  "This fundamentally
weakens again even more what investors can expect in protection in
high-yield debt," she said.

The 13 percent secured notes fell 3.7 cents on the dollar to 103.3
cents on Jan. 19, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority. The 8.625
percent pass-through certificates dropped 4.5 cents to 103.75, and
the 10.375 percent pass-through certificates fell 4.5 cents to
103.5 on the same day.

                             AMR Spokesman

"We are pleased with Judge Lane's decision and that he agreed with
our position," AMR spokesman Sean Collins said in a statement,
Bloomberg related.

Judge Lane rejected the trustee's arguments in his decision.
American's bankruptcy filing triggered an automatic acceleration
of the amounts due under the notes without the make-whole payment,
the judge said, according to Bloomberg.

"In the case of a voluntary redemption, a make-whole amount is
due, but if payment is made due to acceleration, it is not," Lane
wrote, Bloomberg cited.

                         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: Incurs $1.9 Billion Net Loss in Full Year 2012
-----------------------------------------------------------------
AMR Corporation reported net income of $262 million on $5.93
billion of total operating revenues for the three months ended
Dec. 31, 2012, compared with a net loss of $1.09 billion on $5.95
billion of total operating revenues for the same period during the
prior year.

For the 12 months ended Dec. 31, 2012, the Company reported a net
loss of $1.87 billion on $24.85 billion of total operating
revenues, compared with a net loss of $1.97 billion on $23.97
billion of total operating revenues during the prior year.

Excluding reorganization and special items, the net loss for 2012
was $130 million, a $932 million improvement over 2011.  The
Company's operating profit, excluding special items, of $494
million for 2012 was a $749 million improvement over last year.

"We have made enormous progress towards building the new
American," said Tom Horton, AMR's Chairman and CEO.  "It is
remarkable what the American team has been able to accomplish,
including generating record revenue and a return to an operating
profit for the year while restructuring every aspect of our
company.  I want to thank all of our people for their dedication,
hard work and commitment to serving our customers during this
time.  Our momentum is growing toward emerging as a strong,
healthy and vibrant competitor.  In fact, with what we have
accomplished, we expect to show strong results beginning in the
first quarter of 2013."

"Throughout 2012, we have executed on all aspects of our business
plan - streamlining our organizational structure, increasing unit
revenues, reducing unit costs, and restructuring our balance
sheet," said Bella Goren, AMR's chief financial officer.  "The
strong financial foundation we are building gives us the ability
to deliver returns to our financial stakeholders and make
investments that create enhanced value for our customers and our
people."

A copy of the press release is available for free at:

                        http://is.gd/INiSCE

                         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.

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 AXLE: Expects $2.9 Billion Sales in Full Year 2012
-----------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., expects full year
sales in 2012 to be approximately $2.9 billion, which represents
an increase of approximately 13.5% as compared to the full year
2011.

AAM expects adjusted earnings before interest expense, income
taxes and depreciation and amortization (Adjusted EBITDA) to be
approximately $350 million in 2012.

AAM defines Adjusted EBITDA to be earnings before interest, taxes,
depreciation and amortization excluding the impact of
curtailments, asset impairments, restructuring costs and special
charges related to the closure of the Detroit Manufacturing
Complex and Cheektowaga Manufacturing Facility, and debt
refinancing and redemption costs, to the extent applicable.  AAM
believes that EBITDA and Adjusted EBITDA are meaningful measures
of performance as they are commonly utilized by management and
investors to analyze operating performance and entity valuation.
The Company's management, the investment community and banking
institutions routinely use these terms, together with other
measures, to measure its operating performance relative to other
Tier 1 automotive suppliers.  EBITDA and Adjusted EBITDA should
not be construed as income from operations, net income or cash
flow from operating activities as determined under GAAP.  Other
companies may calculate EBITDA and Adjusted EBITDA differently.

AAM expects full year net capital spending to approximate 6.5% of
sales in 2012.  The Company defines net capital spending as
capital expenditures net of proceeds from the sale-leaseback of
equipment and the sale of property, plant and equipment.

AAM expects net debt to be approximately $1.39 billion at year-end
2012.  The Company defines net debt as total debt less cash and
cash equivalents.

AAM expects to reverse the U.S. deferred tax asset valuation
allowance in the fourth quarter of 2012.  The impact of this
adjustment is estimated to be in excess of $300 million.

AAM's 2013 Outlook:

   * AAM expects full year sales in 2013 to be approximately $3.2
     billion.  This sales projection is based on the anticipated
     launch schedule of programs in AAM's new and incremental
     business backlog and the assumption that the U.S. Seasonally
     Adjusted Annual Rate of sales will increase from
     approximately 14.5 million vehicle units in 2012 to
     approximately 15.0 million vehicle units in 2013.

   * AAM expects to generate earnings before interest expense,
     income taxes and depreciation and amortization (EBITDA) as a
     percentage of sales in the range of 13.0% - 13.5% in 2013.

   * AAM expects full year net capital spending to approximate
     7.0% of sales in 2013.

AAM's 2015 Target:

   * AAM is targeting full year sales to exceed $4.0 billion and
     over $500 million of EBITDA in 2015.  This sales and EBITDA
     projection is based on the anticipated launch schedule of
     programs in AAM's new and incremental business backlog and
     the assumption that the U.S. SAAR will be approximately 15.0
     million vehicle units in 2015.

                         About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

The Company's balance sheet at Sept. 30, 2012, showed $2.67
billion in total assets, $3.17 billion in total liabilities and a
$497.7 million total stockholders' deficit.

                           *     *     *

In January 2012, Fitch Ratings has affirmed the 'B+' Issuer
Default Ratings (IDRs) of American Axle & Manufacturing.

Fitch expects leverage to trend downward over the intermediate
term, however, as the company gains traction on its new business
wins.  Looking ahead, Fitch expects free cash flow to be
relatively weak, but positive, in 2012 with the steep ramp-up
in new business and as the company continues to make investments
in both capital assets and research and development work to
support growth opportunities in its customer base and product
offerings.  Beyond 2012, free cash flow is likely to strengthen
meaningfully as the new programs coming on line in the near term
begin to produce higher levels of cash.

As reported by the TCR on Sept. 6, 2012, Moody's Investors Service
has affirmed the B1 Corporate Family Rating (CFR) and Probability
of Default Rating (PDR) of American Axle & Manufacturing Holdings,
Inc.

American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.

"The 'BB-' corporate credit rating on American Axle reflects the
company's 'weak' business risk profile and 'aggressive' financial
risk profile, which incorporate substantial exposure to the highly
cyclical light-vehicle market," S&P said, as reported by the TCR
on Sept. 6, 2012.


AMERICAN MEDIA: S&P Lowers Corporate Credit Rating to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Boca Raton, Fla.-based American Media Inc. to 'CCC+ '
from 'B-'.  The rating outlook is negative.

"In conjunction with the downgrade, we are lowering the issue-
level rating on the first-lien notes to 'CCC+' from 'B-'.  The
recovery rating on this debt remains '4', indicating our
expectation for average (30% to 50%) recovery in the event of a
payment default.  We are also lowering the issue-level rating on
the second-lien notes to 'CCC-' from 'CCC'.  The recovery rating
on this debt remains '6', indicating our expectation for
negligible (0% to 10%) recovery in the event of a payment
default," S&P said.

American Media had total debt of $477 million on Sept. 30, 2012.

"The downgrade conveys our expectation that continued declines in
circulation and advertising revenues will outweigh the company's
cost reductions, resulting in deteriorating operating performance,
rising debt leverage, and thinning discretionary cash flow," said
Standard & Poor's credit analyst Hal Diamond.

A key consideration is that the company has a narrowing margin of
compliance with its senior leverage covenant, which has its final
step down to 4.5x on Sept. 30, 2013.  S&P believes that the
company may need an amendment to its revolving credit facility
covenant by the end of the 2014, or possibly even sooner, which
could be difficult to obtain.  The company relies on the revolving
credit facility to fund its $28 million, semiannual June and
December interest payments on its $365 million 11.5% first-lien
notes due December 2017 and $104.9 million 13.5% second-lien notes
due June 2018, which are paid in seasonally weak first and third
fiscal quarters.

"The ratings on American Media reflect our expectation that
leverage will remain high and interest coverage will thin further.
High leverage and weak interest coverage metrics underpin our view
of American Media's financial profile as "highly leveraged," based
on our criteria.  We view the business risk profile as
"vulnerable," based on our expectations that the business will
remain highly competitive, operating diversity will stay limited,
cyclicality will persist, and adverse secular trends will remain a
threat.  We assess the company's management and governance as
fair,"S&P noted.

American Media is a magazine and tabloid publisher, producing
titles such as "Shape," "Star," and "The National Enquirer."
Magazine publishing is highly competitive, particularly in the
areas of celebrity news and gossip.  Some of American Media's
publications compete with magazines from larger, better-
capitalized companies.  The industry faces difficult long-term
fundamentals because of competition from Internet-based media,
where content is often available to readers free of charge and
barriers to entry are low.  Ad spending is also migrating online.
Aside from structural issues, both circulation and advertising
revenue are vulnerable to economic cyclicality.


ARMAND PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Armand Properties 1, Inc.
        aka Purta Del Sol
        22041 S. Dixie Highway
        Miami, FL 33170

Bankruptcy Case No.: 13-11173

Chapter 11 Petition Date: January 18, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Joel M. Aresty, Esq.
                  JOEL M. ARESTY, P.A.
                  13499 Biscayne Boulevard, #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.com

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

Estimated Debts: $10,000,001 to $50,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Tanveer A. Hasan, president.


ARRIS GROUP: S&P Assigns Preliminary 'BB-' Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Rating Services assigned a preliminary 'BB-'
corporate credit rating to Suwanee, Ga.-based ARRIS Group Inc.
The outlook is stable.  Concurrently, S&P assigned a preliminary
'BB-' issue-level rating to ARRIS' proposed $2.175 billion credit
facility, which consists of a term loan A due 2018, term loan B
facility due 2020, and a $250 million revolving credit facility
due 2018.  The preliminary recovery rating is '3', reflecting
S&P's expectation for meaningful (50% to 70%) recovery of
principal in the event of default.  S&P also assigned a
preliminary 'B+' issue rating and '5' recovery rating to existing
senior convertible notes due 2026, reflecting its expectation for
modest (10% to 30%) recovery of principal in the event of default.

"The ratings on ARRIS reflect the company's leading position in
the global customer premise equipment (CPE) industry and our
expectation that the company will meet with at least moderate
success in integrating Motorola Home, despite the challenges to
integrate Motorola Home's much larger business and reverse its
revenue declines, resulting in our assessment of its business risk
profile as "fair."  The ratings also reflect the company's pro
forma leverage, which we expect to increase to about 4.4x over the
coming year, resulting in our assessment of its financial risk
profile as "aggressive".  The company's liquidity is "adequate"
and we assess its management and governance as fair," S&P said.

"With the Motorola Home acquisition, ARRIS' pro forma revenues and
employees more than triple, representing about $4.7 billion in
revenues and 7,000 employees for 12 months ended December 2012,"
said Standard & Poor's ratings analyst John Moore.  "We expect the
acquisition will provide ARRIS with a leading set top box systems
business, representing about 50% of pro forma revenues, and
enhance its position in global CPE and home networking markets,"
added Mr. Moore.

Pro forma client concentration is significant, with ARRIS/Motorola
Home's five largest clients representing about 51% of pro forma
2012 revenues.  S&P expects this concentration to moderate to less
than 50% over the coming year, however, due to higher demand in
international markets.


ATARI INC: U.S. Arm of Iconic Company Files for Bankruptcy
----------------------------------------------------------
Atari Inc., the U.S. arm of the iconic company that helped
spearheaded the videogames industry 40 years ago with gaming
consoles and classic hits like "Pong", filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 13-10176) to break away
from its unprofitable French parent company and secure independent
capital.

The company's parent, Atari SA, formerly known as Infogrames SA,
has been unprofitable for years.  Its principal creditor, BlueBay
Asset Management, which is owed EUR21 million, has suspended the
credit line.

The Chapter 11 process constitutes the most strategic option for
Atari's U.S. operations, as they look to preserve their inherent
value and unlock revenue potential unrealized while under the
control of Atari S.A.

Atari U.S. said in a statement that it is looking to secure
independent capital for future growth, primarily in the areas of
digital and mobile games.

During the Chapter 11 process, the company expects to conduct its
normal business operations.

Within the next 90 to 120 days, Atari U.S. expects to effectuate a
sale of all, or substantially all, of their assets in a "sale free
and clear" under Section 363 of the Bankruptcy Code or to confirm
plans of reorganization that accomplish substantially the same
result.

The assets to be sold include not only one of the most widely
recognized brand logos, which is familiar to 90% of Americans,
according to a recent survey, but also legendary game titles
including Pong, Asteroids, Centipede, Missile Command, Battlezone
and Tempest.  Other recognized brands include Test Drive, Backyard
Sports and Humongous.

Atari Inc. has shifted its business from traditional retail games
to digital games and licensing with an increased focus on
developing mobile games based on some of Atari's most iconic and
enduring franchises.  The company has recently launched titles for
iOS and Android mobile platforms, including Atari Greatest Hits,
Outlaw, Breakout and Asteroids Gunner.  Upcoming mobile and tablet
games include apps based upon the popular Rollercoaster Tycoon
franchise and Atari Casino.

The U.S. companies are also seeking approval to obtain
$5.25 million in debtor-in-possession financing from one or more
funds managed by Tenor Capital Management, a firm specializing in
convertible arbitrage and special situations.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their respective Chapter 11 cases.  BMC Group is the claims and
notice agent.  Protiviti Inc. is the financial advisor.


ATARI INC: Intends to Pay Claims of Certain Developers
------------------------------------------------------
Atari Inc., and its U.S. affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to pay
pre-bankruptcy claims of certain critical game developers, one
game licensor, and other third parties who provide services
essential to their operations.

While the Debtors believe that almost all of their developers
provide invaluable services, the Debtors seek authority to pay the
prepetition amounts owed only to those certain foreign and small
developers for which, in the Debtors' business judgment,
nonpayment presents a substantial risk of immediate and
irreparable harm to the Debtors' business.  Specifically, the
Debtors request authority to pay, in their discretion, prepetition
claims totaling $233,300 held by these developers:

   1. Code Mystics Inc. ($25,300 prepetition claim).  Code Mystics
      develops "Atari's Greatest Hits" for mobile devices, which
      has generated over $3.5 million dollars of revenue, and
      currently is generating approximately $50,000 to $100,000
      per month in revenue for the Debtors.

   2. Escalation Studios Inc. ($66,000).  Escalation Studios
      develops "Atari Casino" which is scheduled to be released in
      a few months.  Atari Casino is a genre of games that
      represents one of the most significant upcoming revenue
      opportunities in the Debtors' portfolio.

   3. GSkinner.com Inc. ($99,000).  Gkinner.com developed the
      "Atari Online Arcade" for the Debtors in connection with a
      significant partnership with Microsoft.  Gskinner.com
      utilized HTML5 in which Atari classic titles were reimagined
      for Internet Explorer 10.  The Atari Online Arcade was a
      critical success and is also part of the Atari.com website.

   4. Uab On5 ($43,000).  Uab On5 is creating the Debtors' next
      launch of the RollerCoaster Tycoon franchise, which is also
      scheduled to be released in the next few months.
      RollerCoaster Tycoon is one of the best-selling franchises
      in PC gaming history, selling over 14 million units
      worldwide and generating over $220 million in North American
      sales alone.

In addition, the Debtors develop and sell certain games licensed
to them by third parties who originally designed and developed
those games.  One of the most valuable games in the Debtors'
portfolio, RollerCoaster Tycoon, is licensed to the Debtors by a
foreign licensor, Chris Sawyer.  Because the postpetition
cooperation of the Mr. Sawyer is critical to the Debtors'
business, the Debtors request authority to pay Sawyer's
prepetition claim of $250,000.

Moreover, the Debtors request authority to pay claims held by
other vendors that are essential to maintaining the going concern
value of the Debtors:

     Other Vendor         Prepetition Claim      Description
     ------------         ------------------     -----------
  American Express              $40,013        Corporate Expenses

  Cinram Group, LLC /Ditan
  Distribution LLC              $44,920        Warehouse Lien
                                -------
           Total                $84,933

In sum, the Debtors seek authorization to pay up to $568,233 in
Critical Vendor Claims, which constitutes approximately 9.5% of
the Debtors' overall trade debt.

Each Critical Vendor will be required to continue to provide
services to the Debtors on the normal trade terms, practices, and
programs that were most favorable to the Debtors in effect prior
to the Petition Date, or on other such favorable terms as are
acceptable to the Debtors.

                         About Atari Inc.

Atari Inc., the U.S. iconic company that helped spearheaded the
videogames industry 40 years ago with gaming consoles and classic
hits like "Pong", filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Lead Case No. 13-10176) on Jan. 21, 2012, to break away from its
unprofitable French parent company and secure independent capital.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their respective Chapter 11 cases.  BMC Group is the claims and
notice agent.  Protiviti Inc. is the financial advisor.


ATARI INC: Wants Until March to File Schedules and Statements
--------------------------------------------------------------
Atari Inc. and its affiliates ask the Bankruptcy Court to extend
to 44 days from the Petition Date their deadline to file schedules
of assets and liabilities and statements of financial affairs.

Due to the nature of the Debtors' businesses, limited staff
available to perform the required internal review of the Debtors'
businesses and affairs, and the numerous other matters incident to
the commencement of these chapter 11 cases, the Debtors submit
that the 14-day period within which to file the Schedules and
Statements under Fed.R.Bank.P. 1007(c) will not be sufficient. It
would be onerous, if not impossible, to complete the Schedules and
Statements within the deadline imposed by Bankruptcy Rule 1007(c).
The volume of material that must be compiled and reviewed by the
Debtors' limited staff provides ample "cause" justifying the
requested extension for filing the Schedules and Statements.

                         About Atari Inc.

Atari Inc., the U.S. iconic company that helped spearheaded the
videogames industry 40 years ago with gaming consoles and classic
hits like "Pong", filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Lead Case No. 13-10176) on Jan. 21, 2012, to break away from its
unprofitable French parent company and secure independent capital.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their respective Chapter 11 cases.  BMC Group is the claims and
notice agent.  Protiviti Inc. is the financial advisor.


ATARI INC: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Chapter 11 Debtor: Atari Inc.
           475 Park Avenue South
           New York, NY 10016

Bankruptcy Case No.: 13-10176

Chapter 11 Petition Date: January 21, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (Baltimore)

Debtor's Counsel:   Andrew Kamensky, Esq.
                    Michael P. Richman, Esq.
                    Peter S. Partee, Esq.
                    Richard P. Norton, Esq.
                    Robert A. Rich, Esq.
                    HUNTON & WILLIAMS, LLP
                    200 Park Avenue, 53rd Floor
                    New York, NY 10166
                    Tel: 212-309-1000
                    Fax: 212-309-1100
                    Email: akamensky@hunton.com
                           mrichman@hunton.com
                           ppartee@hunton.com
                           rnorton@hunton.com
                           rrich2@hunton.com

Debtor's Financial
Advisors:           Guy Davis
                    Suzanne Roski
                    PROTIVITI, INC.
                    1051 East Cary Street, Suite 602
                    Richmond, VA 23219
                    Tel: 804-644-7000
                    Fax: 804-644-7055

Debtor's Claims
Agent:              BMC Group

Lead Debtor's
Estimated Assets: $1,000,001 to $10,000,000

Lead Debtor's
Estimated Debts: $10,000,001 to $50,000,000

Affiliates simultaneously filing for Chapter 11:

         Entity                           Case No.
         ------                           --------
     Atari Interactive, Inc.              13-10177
      Estimated assets: $10MM to $50MM
      Estimated Debts: $100,001 to $500,000
     California U.S. Holdings, Inc.       13-10178
     Humongous, Inc.                      13-10179

The petitions were signed by Robert A. Mattes, Atari's Chief
Financial Officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Creditor                       Nature of Claim   Claim Amount
   --------                       ---------------   ------------
CHRIS SAWYER                      ROYALTIES             $250,000
c/o MARJACQ MICRO LIMITED
187 GLOUCESTER BOULEVARD
LONDON, NW1 6BU, UK
Tel: +44 020 7935-9499
guy@marjacq.com

TAVANT TECHNOLOGIES, INC.         TRADE PAYABLES        $243,336
3101 JAY STREET, SUITE 101
SANTA CLARA, CA 95054
Tel: (408) 654-5222
sudheer.devadiga@tavant.com

CD PROJEKT RED S.A                ROYALTIES             $215,998
UL. JAGIELLONSKA 74
BUDYNEK E, WARSAW
03-301, POLAND
Tel: +48 22-519-69-00
michal.nowakowski@cdprojekt.com

DELOITTE & TOUCHE                 ACCOUNTING FEES       $164,000

LIQUID ENTERTAINMENT              TRADE PAYABLES        $152,001
hnewman@liquidentertainment.net

CDV SOFTWARE ENTERTAINMENT        TRADE PAYABLES        $147,967
tom.gross@cdvus.com

KMART                             CUSTOMER              $142,877

GIBSON, DUNN & CRUTCHER LLP       LEGAL SERVICES        $127,505
wbarsky@gibsondunn.com

RACKSPACE MANAGED HOSTING         TRADE PAYABLES        $124,716
rosanna.murray@rackspace.com

FRONTIER DEVELOPMENTS LTD         ROYALTIES             $120,000
guy@marjacq.com

SLEEPY GIANT ENTERTAINMENT INC    TRADE PAYABLES        $105,653
piotr.kapiszewski@sleepygiant.com

GUI KARYO                         SEVERANCE             $104,661
gui@karyo.com

DORSEY & WHITNEY LLP              LEGAL SERVICES        $102,915
walling.barbara@dorsey.com

GSKINNER.COM INC.                 TRADE PAYABLES         $99,000
bobi@gskinner.com

ERNST & YOUNG (FRANCE)            CONSULTING SERVICES    $90,000

FLURRY INC                        TRADE PAYABLES         $79,550
marc@flurry.com

PETROL ADVERTISING INC.           TRADE PAYABLES         $70,833
sclarke@petrolad.com

BUG TRACKER                       TRADE PAYABLES         $68,369

ESCALATION STUDIOS INC            TRADE PAYABLES         $66,000

ARVATO DIGITAL SERVICES, LLC      TRADE PAYABLES         $64,644
caren.burnette@arvatousa.com

TRIPLEPOINT LLC                   TRADE PAYABLES         $62,639
qwageman@triplepointpr.com

WAL-MART                          CUSTOMER               $56,330

BABEL MEDIA LTD                   TRADE PAYABLES         $54,269
paul.mewis@babelmedia.com

KOOLHAUS GAMES, INC.              TRADE PAYABLES         $51,240
corporate@koolhausgames.com

FLYING WISDOM STUDIOS, INC.       TRADE PAYABLES         $50,135
hkchao@flyingwisdomstudios.com

GRIPTONITE, INC.                  TRADE PAYABLES         $47,500
bowen.situ@glu.com

CINRAM GAMING &                   TRADE PAYABLES         $44,920
DISTRIBUTION DIVISION
louellaidolor@cinram.com

GAMESPY INDUSTRIES, INC.          LICENSING              $44,000
ar.customer@glu.com

UAB ON5 NAUGARDUKO G.             TRADE PAYABLES         $43,000
sergey@on-5.com

HUDSON VALLEY COMPUTER            TRADE PAYABLES         $42,959
SERVICES LLC
DBA ELEVATED COMPUTING
mikem@elevatedcomputing.com


BELLA HOLDINGS: Case Summary & Top Unsecured Creditors
------------------------------------------------------
Debtor: Bella Holdings, LLC
        c/o David F. Cooper
        Building 11, Suite 900
        3495 Piedmont Road
        Atlanta, GA 30305

Bankruptcy Case No.: 13-51042

Chapter 11 Petition Date: January 18, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, N.E.
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108
                  E-mail: geeslingm@aol.com

Estimated Assets: $0 to $50,000

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Bella Cucina Artful Food, Inc.          13-51043
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Alisa Barry, managing member.

A. A copy of Bella Holdings' list of its two unsecured creditors
is available for free at:
http://bankrupt.com/misc/ganb13-51042.pdf

B. A copy of Bella Cucina's list of its 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/ganb13-51043.pdf


BERNARD L MADOFF: SEC Purge of Madoff, Goldman Probe Files Upheld
-----------------------------------------------------------------
Tom Schoenberg, writing for Bloomberg News, reported that the U.S.
Securities and Exchange Commission doesn't have to restore purged
files on Bernard Madoff and Goldman Sachs Group Inc. (GS) that
were sought by a government watchdog group, a federal judge ruled.

Citizens for Responsibility and Ethics in Washington sued the
agency for allegedly violating federal records law by refusing to
recover investigative files that had been destroyed. The group
asked for documents related to the agency's preliminary probes
under the Freedom of Information Act, Bloomberg related.

U.S. District Judge James Boasberg in Washington ruled on Jan. 18
that the government was only required to seek recovery of records
that were physically removed from the agency's custody rather than
those that were done away with, according to Bloomberg.  "The SEC
was under no duty to undertake restoration efforts," the judge
said.

The lawsuit sought records of so-called Matters Under
Investigation, which under a policy dating back to 1998 weren't
stored as official files of the SEC, according to a Sept. 14,
2011, letter to Congress from then-SEC enforcement director Robert
Khuzami, Bloomberg pointed out.

CREW, as the group is known, sued for materials related to the
SEC's initial probes of Madoff's Ponzi scheme, Goldman Sachs's
trades of American International Group Inc. credit- default swaps
in 2009, insider-trading probes of Deutsche Bank AG, Lehman
Brothers and SAC Capital Advisors LP, and investigations of
possible financial fraud at Wells Fargo & Co. and Bank of America
Corp. in 2007 and 2008, according to the report.

                          Early Stages

Bloomberg said the group, according to the lawsuit, wanted to know
why those probes were closed at an early stage without any action
by the agency.

Darcy Flynn, a 13-year SEC employee, claimed in a letter to U.S.
Senator Charles Grassley, an Iowa Republican, that the agency
destroyed documents related to those investigations, Bloomberg
related.

"The most troubling aspect of the judge's opinion is his
conclusion that the SEC is under absolutely no obligation to
conduct any recovery efforts," Anne Weismann, chief counsel of the
group, told Bloomberg. She said the group was considering whether
to appeal.

The group sought recovery of deleted electronic files as well as
any physical documents that may still exist elsewhere in the
agency, according to the report.

                       ?Messy Details'

When the group filed its lawsuit, Weismann said in a statement
that "the public deserves to know all the messy details about how
these investigations were conducted, and why they were closed at
such an early stage without taking any action against the Bernie
Madoffs of the world," Bloomberg recalled.

Under the SEC's policy on closed preliminary investigations, the
only information it retained was the title of the matter, its
source, general subject matter, the staff members involved, the
date it was opened and closed and other parties related to the
inquiry, according to the complaint, Bloomberg noted.

In light of Grassley's questions and continuing discussions with
the National Archives and Records Administration, the SEC halted
the policy, requiring all documents created or received for all
enforcement matters to be retained until the agency is certain
that the policies meet federal standards, according to Khuzami's
letter to Congress, Bloomberg said.

The case is Citizens for Responsibility and Ethics in Washington
v. U.S. Securities and Exchange Commission, 11-cv- 01732, U.S.
District Court, District of Columbia (Washington).


                     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.


BOB YARI: Calif. Appeals Court Affirms Ruling in E1 Films Lawsuit
-----------------------------------------------------------------
Following a bench trial, a trial court issued a statement of
decision and entered judgment in favor of E1 Films Canada Inc. on
its breach of contract claims against Syndicate Films
International LLC.  The trial court ruled that E1 met its burden
to show it was entitled to a refund of payments made in connection
with an agreement for the Canadian distribution of certain films.
Syndicate Films contends that substantial evidence does not
support the judgment with respect to either liability or damages
for breach of contract, and that prejudgment interest should not
have been awarded.

In a Jan. 15 ruling, the Court of Appeals of California, Second
District, Division Two, affirmed the trial court's decision.
Substantial evidence supported the trial court's determination
that Syndicate Films breached the agreement and that E1 was
entitled to damages in the amount of $1,390,000 plus prejudgment
interest.

E1 distributed feature films and television programs in Canada and
other countries throughout the world.  Its parent company was E1
Entertainment.  Patrice Theroux had been E1's president since mid-
2006 and had been an entertainment executive with a different
company for the previous 18 years.

Syndicate Films was a foreign sales agent, affiliated with the
Yari Film Group.  Its role was as a foreign distributor, selling
rights on behalf of producers; it did not independently produce
films or acquire films for licensing.  As the president of
appellant, David Glasser oversaw international distribution and
sales for appellant between 2004 and 2008.  Mr. Glasser was also
the chief creative officer for the Yari Film Group.

In December 2009, E1 filed its initial complaint for breach of
contract and fraud against Syndicate Films, Bob Yari and Bob Yari
Productions.  In January 2010, the action was stayed against BYP,
then in chapter 11 bankruptcy, and E1 later dismissed Yari from
the action.

E1 received leave to file the operative first amended complaint in
November 2010, which alleged four causes of action for breach of
contract against Syndicate Films and BYP and a cause of action for
fraud against Syndicate Films, BYP and Yari.  The complaint
specifically referenced an output term sheet as providing a basis
for liability.  E1 sought damages in the amount of $2,070,098,
which it asserted was the difference between the minimum
guarantees it paid and the amount of the reduced minimum
guarantees it should have paid in light of the films' limited
theatrical releases.  Syndicate Films answered the complaint,
denying the allegations and asserting several affirmative
defenses.

The case is, E1 FILMS CANADA INC., Plaintiff and Respondent, v.
SYNDICATE FILMS INTERNATIONAL, Defendant and Appellant, No.
B236146 (Calif. App. Ct.).  A copy of the Court's Jan. 15 ruling
is available at http://is.gd/7JpiGhfrom Leagle.com.


BRUCE BURROW: US Trustee Seeks Dismissal or Ch.7 Conversion
-----------------------------------------------------------
Bruce Burrow, writing for Arkansas Business, reports that since
Bruce Burrow hasn't complied with reporting requirements, a U.S.
bankruptcy trustee has asked that the Jonesboro, Ark., developer?s
Chapter 11 bankruptcy reorganization be converted to Chapter 7
liquidation or thrown out.  U.S. Trustee Nancy Gargula said Mr.
Burrow hasn't filed "accurate monthly operating reports for
September, October and November 2012" and also didn't file proof
of insurance on his property or a list of other financial
documents.

"Operating reports are a source of vital, financial information
which creditors and other parties in interest may access in order
to make an informed decision on the merits of [Burrow's]
disclosure statement and plan," the motion said, according to the
report.

According to the report, Mr. Burrow's attorney, Kevin Keech, Esq.,
in North Little Rock, Ark., said the missing paperwork was just an
oversight and the motion took him by surprise.  He said that
ordinarily he would receive a call about missing documents.  He
said the missing documents should be filed soon, which should
resolve the issues.

Mr. Burrow filed his Chapter 11 bankruptcy petition on July 30,
2012, and disclosed total debts of $17.27 million and total assets
of $14.1 million.


CENTRAL FEDERAL: Annual Stockholders Meeting Set for May 16
-----------------------------------------------------------
Central Federal Corporation's Annual Meeting of stockholders will
be held on May 16, 2013, at the Fairlawn Country Club, 200 North
Wheaton Road, Fairlawn, Ohio at 10:00 a.m.  The record date for
stockholders eligible to vote at the meeting is April 1, 2013.

                        About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

Central Federal reported a net loss of $5.42 million in 2011, a
net loss of $6.87 million in 2010, and a net loss of $9.89 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $222.13
million in total assets, $197.76 million in total liabilities and
$24.36 million in total stockholders' equity.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


CENTRAL GARDEN: S&P Cuts CCR to 'B'; Cuts Debt Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Walnut Creek, Calif.-based Central Garden & Pet Co. to
'B' from 'B+'.  The outlook is stable.

At the same time, S&P lowered its issue rating on the company's
$375 million revolving credit facility due 2016 to 'BB-' from
'BB'.  The recovery rating remains '1', which indicates S&P's
expectation of very high recovery (90% to 100%) for creditors in
the event of a payment default or bankruptcy.

"We also lowered our issue rating on the company's $450 million
senior subordinated notes due 2018 to 'CCC+' from 'B'.  We revised
the recovery rating on the notes to '6' from '5', which indicates
our expectation of negligible recovery (0% to 10%) for noteholders
in the event of a payment default or bankruptcy," S&P said.

As of Sept. 29, 2012, the company had $449.8 million in reported
debt outstanding.

The downgrade reflects Standard & Poor's assessment that Central
Garden & Pet's business risk profile has worsened to "vulnerable"
from "weak."

"The company shows a continued inability to raise prices
sufficiently to protect margin and we believe transformation-
related expenses will continue over the next several years," said
Standard & Poor's credit analyst Brian Milligan.  "Also, the
company is vulnerable to the decisions of its top five customers,
which represented about 45% of fiscal 2012 revenue."

The financial risk profile remains "aggressive," based on Standard
& Poor's forecast for credit ratios to remain weak, S&P's opinion
that financial policy is "aggressive," and its view that the
liquidity profile remains "less than adequate."

The outlook is stable, which reflects S&P's forecast for credit
ratios to remain near recent levels even though it believes the
company will remain vulnerable to the decisions of its top
customers.

"We could lower the ratings if the liquidity profile worsens to
"weak" from "less than adequate," possibly due to the inability to
repay peak revolver borrowing, which could result in a covenant
breach, especially if peak revolver borrowing meaningfully exceeds
our forecast," S&P said.

While unlikely over the next year, S&P could raise the ratings if
its assessment of the company's business risk profile improves to
"weak," which could follow a rise in margins to 2009 and 2010
levels, including gross margin above 35%.  This could occur
through the successful execution of the company's transformation
plan.


CENTRAL EUROPEAN: Major Investor Junks Revised Deal with RTL
------------------------------------------------------------
Mark Kaufman, the second largest shareholder of Central European
Distribution Corporation, sent a letter dated Jan. 16, 2013, to
the investors, Chairman of the Board of Directors and members of
the Board of Directors of CEDC protesting CEDC's revised deal with
Roust Trading Ltd.

As reported by the TCR on Jan. 7, 2013, CEDC has agreed to a
revised transaction with Russian Standard (through its affiliate,
Roust Trading Ltd.).  The agreement, among other things, addresses
the ongoing management of CEDC, with directors nominated by
Russian Standard taking responsibility for CEDC's operations
through a newly-formed committee of the CEDC Board of Directors.

Mr. Kaufman withdrew his support for the revised transaction
saying the terms of the revised deal no longer deliver a clear and
definitive path to resolving CEDC's immediate liquidity crisis.

"The original and main reason why I supported a deal with RTL was
that it was likely to be the only viable option on the table able
to deliver a satisfactory and fast solution in light of the
complicated and time-sensitive financial and business problems
facing CEDC, including the possible default on the 3% Convertible
Senior Notes due 2013," Mr. Kaufman adds.  However, Mr. Kaufman
maintained, the revised agreement does not present a definitive
solution, including funding the repayment of the 2013 Convertible
Notes.

Mr. Kaufman said the configuration of the Board contemplated by
the Term Sheet is questionable, risks concentrating power in the
hands of a single stockholder, and denies CEDC the possibility of
having suitably experienced directors with independent judgment
considering the Company's options and protecting the interests of
all stockholders and other stakeholders.

Mr. Kaufman intends to apply to the Delaware Court of Chancery for
a summary order compelling CEDC to hold an Annual General Meeting
at the earliest possible date.

In the event that the Company proposes only to re-nominate
existing members of the Special Committee, Mr. Kaufman expects to
take any and all actions necessary to propose alternate nominees
for election at the next Annual General Meeting.

"Let me be crystal clear.  I have never set out to be a
shareholder activist.  For more than a year, I have in good faith
tried to support the Company in the most effective way possible.
But the current situation has pushed me to become more active,
especially in light of the Board we find ourselves with today.

"And I call on all of CEDC's stockholders to raise their voices.
It is time to demonstrate to our largest stockholder that there
are other stockholders in CEDC!  And it is high time to
demonstrate to the Board that it is our Company, not theirs!"

A complete copy of the letter is available for free at:

                        http://is.gd/dH04cc

                            About CEDC

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

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

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

                             Liquidity

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

                           *     *     *

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

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

As reported by the TCR on Jan. 16, 2013, Moody's Investors Service
has downgraded the corporate family rating (CFR) and probability
of default rating (PDR) of Central European Distribution
Corporation (CEDC) to Caa3 from Caa2.

"The downgrade follows CEDC announcement on the 28 of December
that it had agreed with Russian Standard a revised transaction to
repay its $310 million of convertible notes due March 2013 which,
in Moody's view, has increased the risk of potential loss for
existing bondholders", says Paolo Leschiutta, a Moody's Vice
President - Senior Credit Officer and lead analyst for CEDC.


CHEROKEE SIMEON: Court Approves Elliott Greenleaf as Counsel
------------------------------------------------------------
Cherokee Simeon Venture, I, LLC sought and obtained approval from
the U.S. Bankruptcy Court for permission to employ Elliott
Greenleaf as counsel.

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.


CHESAPEAKE STEAK: 3rd Cir. Affirms Russo Conviction on Wire Fraud
-----------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit affirmed an order
convicting Bryan Russo on one count of wire fraud following a jury
trial.  Mr. Russo took an appeal, arguing that the wire fraud
count was improperly joined under Rule 8(a) of the Federal Rules
of Criminal Procedure with the remaining three counts of the
Superseding Indictment.  Alternatively, Mr. Russo contends that
the District Court abused its discretion in declining to sever the
counts pursuant to Rule 14(a) of the Federal Rules of Criminal
Procedure.

In 2001, Mr. Russo and two associates purchased the Chesapeake
Steak & Seafood Restaurant.  By 2005, the Chesapeake had filed for
Chapter 11 bankruptcy.  Following the bankruptcy filing, Mr.
Russo's mother, Karen Russo, arranged to purchase the restaurant,
but Mr. Russo continued to manage its daily operations.  In early
2006, the Chesapeake continued to experience financial
difficulties and was in need of working capital.  Mr. Russo
Appellant was referred to Dennis Lint, a loan broker and former
police officer.  Mr. Lint arranged for Karen Russo to obtain
financing from Financial Pacific Leasing, LLC, under a complicated
equipment leasing agreement.  Financial Pacific was told that the
agreement would operate in the following manner: Financial Pacific
would pay $32,000 to purchase 160 chairs from a company called TNT
Equipment, and TNT Equipment would deliver the chairs to the
Chesapeake.  The Chesapeake would then lease the chairs from
Financial Pacific with the option of purchasing the chairs at the
end of the lease period.

TNT Equipment never delivered the chairs to the Chesapeake.
Government prosecutors take the position that the chairs never
existed, while Mr. Russo contends that the chairs were already
owned by Karen Russo and in the Chesapeake's inventory prior to
the arrangement with Financial Pacific.  Regardless, the
Government elicited testimony from both Mr. Lint and an official
with Financial Pacific that Mr. Russo perpetuated the scheme by
falsely confirming in a telephone call with Financial Pacific that
the chairs had been delivered from TNT Equipment to the
Chesapeake.  It was only after this phone confirmation that
Financial Pacific granted final approval of the agreement.  Mr.
Lint testified that Mr. Russo also advanced the scheme by
providing Mr. Lint with a falsified income tax return for Karen
Russo, which Mr. Lint submitted to Financial Pacific in support of
the financing application.  Ultimately, Financial Pacific issued a
payment of $32,000 to TNT Equipment, and TNT Equipment remitted
$28,428 of this amount back to the Chesapeake.

Despite this additional capital, the Chesapeake continued to
struggle and eventually closed in December 2006.  By this point,
the mortgage lender for the property had already initiated
foreclosure proceedings and a sheriff's sale was scheduled for
Jan. 8, 2007.  After Karen Russo notified the lender of efforts
being made to locate a buyer for the property, the sale was
postponed until Feb. 5, 2007.  On the evening of Jan. 30, 2007, a
fire burned the Chesapeake to the ground.  The fire was later
determined to be incendiary.  Mr. Russo submitted a claim to the
Chesapeake's insurance carrier, Mid-Continent Insurance Company
and, after an extensive investigation, Mid-Continent agreed to pay
the claim.

In June 2009, Mr. Russo was charged with one count of arson, in
violation of 18 U.S.C. Sec. 844(i), and two counts of mail fraud,
in violation of 18 U.S.C. Sec. 1341, with the latter two counts
stemming from the insurance claim made to Mid-Continent.  In
August 2009, the Government filed a Superseding Indictment, which
added a charge of wire fraud, under 18 U.S.C. Sections 1343 & 2,
in connection with the lease arrangement with Financial Pacific.

In a pretrial motion, Mr. Russo moved to sever the wire fraud
count from the other counts of the Superseding Indictment, arguing
that joinder was improper under Rule 8(a), or in the alternative,
that severance was warranted pursuant to Rule 14(a) because
prejudice would result from a consolidated trial on the counts.
Judge Thomas L. Ambrose, then presiding over the case, denied Mr.
Russo motion.  A four-day trial commenced on Jan. 18, 2011,
presided over by Circuit Judge Thomas Hardiman, sitting by
designation.  At the close of trial, Mr. Russo moved for a
mistrial, citing the same misjoinder and severance grounds put
forward in his pretrial motion.  Judge Hardiman denied the motion.
The jury returned a verdict of guilty on the wire fraud count, but
not guilty on the arson and mail fraud counts.  Mr. Russo was
subsequently sentenced by Judge Ambrose to five years' probation
with eight months' home detention.

On appeal, Mr. Russo renews his argument that the wire fraud count
was erroneously joined with the other counts of the Superseding
Indictment; alternatively, he contends that it should have been
severed from those counts as a matter of discretion.

The Hon. A. Wallace Tashima, Senior Judge of the U.S. Court of
Appeals for the Ninth Circuit, sitting by designation, who penned
the Third Circuit's opinion, said there is overwhelming evidence
of Mr. Russo's knowing participation in the wire fraud scheme.  In
particular, there was credible testimony from multiple witnesses
that Mr. Russo falsely confirmed in a phone conversation with
Financial Pacific that TNT Equipment had delivered chairs to the
Chesapeake.  The District Court also gave an appropriate limiting
instruction to the jury, instructing it that it must separately
consider the evidence for each offense and not allow its verdict
on any offense to influence its decision on the others.

"We presume that a jury follows such instructions and therefore
view the instructions as "persuasive evidence" that the joinder of
counts did not prejudice Appellant," said Judge Tashima.

Judge Tashima also held that the jury's acquittal of Mr. Russo on
the arson and mail fraud counts is a compelling indication that it
was able to compartmentalize these charges from the wire fraud
count.  Based on the totality of these factors, the Third Circuit
concluded that Mr. Russo did not suffer actual prejudice as a
result of any misjoinder.

The other members of the three-judge panel are Judge Ambro and
Judge Joseph A. Greenaway, Jr.

The case is, UNITED STATES OF AMERICA, v. BRYAN K. RUSSO,
Appellant, No. 11-3077 (3rd Cir.).  A copy of the Third Circuit's
Jan. 17 Opinion is available at http://is.gd/sGnAuTfrom
Leagle.com.


CHRYSLER GROUP: Nears Deal with Banco Santander for Financing
-------------------------------------------------------------
Christina Rogers and Christopher Bjork, writing for The Wall
Street Journal, reported that Chrysler Group LLC is getting close
to striking a deal with Spanish lender Banco Santander SA to
establish an in-house financing arm through a joint venture, to be
called Chrysler Capital, according to people familiar with the
plan.

The new lending unit will provide financing for consumers and
dealers, replacing Ally Financial Inc., which is now Chrysler's
preferred lender, the report said.  The deal will be similar to an
agreement that Italy's Fiat SpA, the majority owner of Chrysler,
has in Europe with the French bank Credit Agricole SA, these
people said, according to WSJ.

WSJ related people close to the discussions said that Chrysler and
Santander have signed a term sheet and that the deal could be
finalized within the next couple of weeks.  A Chrysler spokesman
declined to comment, according to the report.

WSJ recalled that since exiting bankruptcy protection in 2009,
Chrysler has relied on Ally to provide retail loans and to finance
leases and credit for dealers to stock new-car inventory, a
service known as floor-plan financing.  As part of its 2009
restructuring, it gave up its struggling finance unit, Chrysler
Financial.

According to WSJ, the joint venture would be established with
Banco Santander's fast-growing U.S. car-finance unit, Santander
Consumer USA.  The bank is prepping the U.S. unit for an initial
public offering, which it hopes to carry out in the first half of
this year, people with knowledge of the matter told WSJ in
November.  Several years ago, Chrysler partnered with Santander's
U.S. unit to offer low-cost financing to so-called sub-prime
borrowers, or customers with credit scores below 650.

The deal with Santander marks a change in strategy for Chief
Executive Sergio Marchionne, who had previously said there was no
need for an in-house lender, WSJ noted.

Last year, Chrysler told Ally it would let its agreement with the
auto lender lapse on April 1, 2013, the report said.  Chrysler had
been talking to several other major lenders, including J.P. Morgan
Chase & Co. In November, Chrysler advanced talks with Santander,
the Journal reported, citing people familiar with the discussion.

Chrysler also confirmed at the time that it had entered into an
exclusive 30-day negotiating period with a lender, but it didn't
specify which one, WSJ recalled.

Chuck Eddy, a Chrysler dealer in Youngstown, Ohio, told WSJ that
he welcomes having more options but that he plans to stick with
Ally even if Chrysler decides to go with another lender.  "Ally
will always be King Kong because they provide the best service and
a full line of service," said Mr. Eddy, who also sits on the
Chrysler National Dealer Council.

Other major auto makers such as General Motors Co. and Toyota
Motor Corp. have in-house lenders that help provide customers with
better finance rates and ensure credit availability during
economic downturns, WSJ noted.  Such lenders can also be a
valuable source of profit.

In the U.S., Santander is still a relatively small player in the
auto-financing market, having only entered the car-loan business
in 2006, when it bought subprime-lender Drive, WSJ said.  To gain
scale, it later added car loans from HSBC Holdings PLC and
Citigroup Inc.

By expanding its unit in the U.S., parent Banco Santander is
trying to emulate the strategy it followed in Europe, where it is
now among the top auto lenders, according to WSJ. In the U.S., it
offers loans through more than 13,000 car dealers and holds a
portfolio of about $18 billion.

Prior to bankruptcy, Chrysler had Chrysler Financial, and both
were then owned by investment-fund Cerberus Capital Management,
WSJ noted. In 2009, the U.S. government decided not to provide
funding to Chrysler's finance unit and instead created the
arrangement with Ally Financial, the former General Motors
Acceptance Corp., making it Chrysler's preferred lender.

Auburn Hills, Mich.-based Chrysler Group LLC, a Delaware limited
liability company, designs, engineers, manufactures, distributes
and sells vehicles under the brand names Chrysler, Jeep, Dodge and
Ram.  The Company's current members are Fiat, which holds a 58.5
percent ownership interest in the Company, and the United Auto
Workers' Retiree Medical Benefits Trust, or the VEBA Trust, which
holds the remaining ownership interest in the Company.


CLEAR CHANNEL: Bank Debt Trades at 15% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 85.21 cents-on-the-dollar during the week ended Friday,
Jan. 18, 2013, an increase of 0.92 percentage points from the
previous week according to data compiled by LSTA/Thomson Reuters
MTM Pricing and reported in The Wall Street Journal.  The Company
pays 365 basis points above LIBOR to borrow under the facility.
The bank loan matures on Jan. 30, 2016, and carries Moody's Caa1
rating and Standard & Poor's CCC+ rating.  The loan is one of the
biggest gainers and losers among 193 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Clear Channel

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

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

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

                         Bankruptcy Warning

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

                           *     *     *

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

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


COLLEGE BOOK: Claims Bar Date Set for Feb. 28
---------------------------------------------
Judge Marian F. Harrison set Feb. 28, 2013, as the deadline to
file proofs of claim in the Chapter 11 case of College Book Rental
Company LLC.

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

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


COMMUNITY FIRST: Martin Maguire Named to Boards of Directors
------------------------------------------------------------
The boards of directors of Community First, Inc., and of its
wholly owned bank subsidiary, Community First Bank & Trust met and
appointed Martin Maguire to each of the boards of directors of the
Company and the Bank to fill vacancies created by the death of
Fred C. White.  In accordance with the bylaws of the Company and
the bylaws of the Bank, Mr. Maguire will serve as a director until
the next annual meeting of shareholders or until his successor is
elected and qualified.  Mr. Maguire was also appointed to the
Audit Committee of the Company and several other committees of the
Bank.

Mr. Maguire is a licensed CPA in Tennessee and is a partner of
Brown & Maguire CPAs, PLLC.  He is a member of the Tennessee
Society of CPAs, and The American Institute of Certified Public
Accountants.  Mr. Maguire also serves on the board of directors of
a local non-profit organization and as treasurer for his church.
Mr. Maguire is a graduate of Southern Illinois University with a
bachelor's degree in Accounting.  He has over 14 years' experience
in both public accounting and industry and has worked in both
regional and national accounting firms.  In addition, Mr. Maguire
previously served as Chief Financial Officer of a mid-sized
general contractor.

There are no arrangements or understandings between Mr. Maguire
and any other persons pursuant to which he was selected as a
director.  Additionally, there are no related party transactions
involving Mr. Maguire and the Company or the Bank that would
require disclosure under Item 404(a) of Regulation S-K (17 CFR
229.404(a)) in connection with his appointment.  Mr. Maguire will
receive compensation in accordance with the Company's existing
compensation arrangements for non-employee directors.  Mr. Maguire
will also be eligible to receive equity-based awards issued under
the Company's equity incentive plans.

                       About Community First

Columbia, Tennessee-based Community First, Inc., is a registered
bank holding company under the Bank Holding Company Act of 1956,
as amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  An
application for the bank holding company was approved by the
Federal Reserve Bank of Atlanta (the "FRB") on Aug. 6, 2002.  The
Company was incorporated under the laws of the State of Tennessee
as a Tennessee corporation on April 9, 2002.

After auditing the Company's 2011 results, Crowe Horwath LLP, in
Brentwood, Tennessee, expressed substantial doubt about Community
First's ability to continue as a going concern.  The independent
auditors noted that the Company's bank subsidiary, Community First
Bank & Trust, is not in compliance with a regulatory enforcement
action issued by its primary federal regulator requiring, among
other things, a minimum Tier 1 Leverage capital ratio at the Bank
of not less than 8.5%, a minimum Tier 1 capital to risk-weighted
assets ratio of not less than 10.0% and a minimum Total capital to
risk-weighted assets ratio of not less than 12.0%.  "The Bank's
Tier 1 Leverage capital ratio was 4.92%, its Tier 1 capital to
risk-weighted assets ratio was 7.22% and its Total-capital to risk
weighted assets ratio was 8.51% at Dec. 31, 2011.  Continued
failure to comply with the regulatory enforcement action may
result in additional adverse regulatory action."

The Company reported a net loss of $15.0 million on $19.6 million
of net interest income (before provision for loan losses) in 2011,
compared with a net loss of  $18.2 million on $21.0 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $3.4 million for 2011, compared with
$4.7 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$560.15 million in total assets, $551.51 million in total
liabilities, and $8.64 million in total shareholders' equity.


CONTOURGLOBAL LP: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating (CCR) to ContourGlobal L.P. (CG), a developer of
electric power generation and district heating assets.  At the
same time, S&P withdrew its preliminary 'B+' corporate credit
rating on ContourGlobal Power Holdings S.A. (CGPH), a 100% owned
subsidiary of CG that was to benefit from a guarantee from both CG
and its project-owning subsidiaries.  S&P also withdrew its
preliminary 'BB-' rating on CGPH's proposed $350 million senior
secured notes due 2019 after the company decided not to proceed
with that debt issuance.  The outlook on the CCR is stable.

The rating reflects the application of S&P's project developer
methodology.  S&P views the financial profile to be "aggressive"
and have assigned a quality of cash flow (QCF) score of 8,
equating to a weak business profile.

"The rating reflects our view of the portfolio's significant
concentration risk, CG's reliance on substantial distributions
from jurisdictions with considerable regulatory and operating
uncertainties, and political uncertainty in many regions of
operations," said Standard & Poor's credit analyst Ben Macdonald.

The stable outlook reflects S&P's view of the portfolio's
diversified nature in terms of geography, technology, and
counterparty exposure.


CSD LLC: Withdraws Motion to Tap Lionel Sawyer as Special Counsel
-----------------------------------------------------------------
CSD LLC provided notice in Bankruptcy Court of its withdrawal of
the application for an order authorizing the employment of Lionel
Sawyer & Collins as special counsel.

Las Vegas, Nev.-based CSD, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-21668) on Oct. 12, 2012, estimating
$50 million to $100 million in assets and $10 million to
$50 million in debts.  The petition was signed by Steven K.
Kennedy, manager of CSD Management, LLC, manager.

The Debtor owns 37.82 acres of land, seven houses, and an
equestrian facility, all located at 6629 S. Pecos Road, Las Vegas,
Nevada.  The Debtor purchased the property from Mr. Wayne Newton
and his wife, Kathleen, for $19.5 million to develop and operate a
museum/tourist attraction honoring the life and career of Wayne
Newton.  Situated on the purchased property is the current home of
the Newtons, known as "Casa de Shenandoah", which was to be used
to showcase Wayne Newton's memorabilia.  The museum remains
unopened.  DLH, LLC, which holds a 70% interest in the Debtor,
contributed nearly $60 million towards development of the museum.
DLH is a Nevada limited liability company, and its members are
Lacy Harber and Dorothy Harber.

Plans called for contributing $2 million toward the construction
of a new home for Mr. Newton on the acreage.  The new home hasn't
been built, so Mr. Newton still lives in the existing home, paying
minimal rent.

While the Debtor has made substantial expenditures towards the
development of the Newton Museum, the Debtor and the Newtons have
been involved in certain disputes regarding the development of the
museum.  The Debtor in May 2012 filed a lawsuit in Nevada state
court for fraud, civil conspiracy, and breach.  The Newtons filed
counterclaims.  Because of the deteriorating relationship of the
parties, it appears that it is no longer feasible for the parties
to move forward with the development of the museum.

On Aug. 9, 2012, the Debtor's committee members held an emergency
meeting and voted to dissolve the Debtor.  Though the Debtor has
sought approval in the state court proceedings to dissolve, that
matter is not scheduled to be heard until May 2013.

Because the Debtor is out of money and options, and because the
Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is
unwilling to lend any additional funds to the Debtor on a
prepetition basis, the majority of the committee members voted in
favor of the bankruptcy filing.  Although the Debtor is out of
cash, it claims that it has substantial equity in its property.

The Debtor has decided that a sale of the Debtor's property
pursuant to Section 363 of the Bankruptcy Code, followed by the
filing of a plan of liquidation, is the Debtor's best option for
maximizing the value of the property and maximizing the return to
the Debtor's creditors and interest holders.

James D. Greene, Esq., at Greene Infuso, LLP, in Las Vegas,
represents the Debtor.  The Debtor's CRO is Odyssey Capital Group
LLC.


DCP LLC: S&P Affirms 'B' Corporate Credit Rating
------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Santa
Monica, Calif.-based TV production company dcp LLC (the parent of
Dick Clark Productions Inc.).  This includes the 'B' corporate
credit rating and the 'B+' issue-level rating on the 10.75% senior
secured notes due 2015.  The recovery rating on this debt remains
'2'.  The rating outlook is negative.

The rating action follows dcp's unsuccessful 101% change-of-
control put offer to its bondholders following the company's sale
to a new group of investors, including Guggenheim Partners,
Mandalay Entertainment, and Mosaic Media Investment Partners.  The
offer expired on Nov. 26, 2012, with no redemption requests.  The
acquisition of dcp was completed on Sept. 28, 2012, with no
additional debt incurred.  S&P has removed its ratings from
CreditWatch, where it placed them with negative implications on
Sept. 6, 2012, when dcp announced the proposed sale to the new
sponsor group.

Standard & Poor's Ratings Services' rating on Santa Monica,
Calif.-based TV production company dcp LLC, parent of Dick Clark
Productions Inc., reflects the company's small portfolio of live-
event, high-profile TV programming and high leverage.  Standard &
Poor's Ratings Services views the company's business risk profile
as "weak" (based on its criteria), given its small program
portfolio of only four major annual live TV programs and one TV
series.  Its weak EBITDA coverage of interest and high debt
leverage underpin its assessment of its financial risk profile as
"highly leveraged."

"The ratings reflect the risk that an unfavorable outcome of
ongoing litigation with the Hollywood Foreign Press Assn. (HFPA)
could hurt dcp's revenue and EBITDA.  On Nov. 17, 2010, the HFPA
filed a lawsuit accusing Dick Clark Productions of trying to
misappropriate rights to the Golden Globe Awards program by
unilaterally entering into a new broadcast contract with NBC.  On
April 30, 2012, the judge overseeing the case ruled in dcp's
favor.  However, on June 14, 2012, the HFPA filed a motion seeking
an appeal of that ruling.  That appeal has yet to be heard,
although Dick Clark Productions produced The 70th Annual Golden
Globe Awards on Jan. 13, 2013.  In S&P's opinion, an unfavorable
outcome for dcp could weaken the company's future revenue and
EBITDA, given the Golden Globes' importance as one of the four key
live TV events the company produces," S&P noted.

Most of the company's live TV events are aired once a year.  Major
programs include the "Golden Globe Awards," "American Music
Awards," "Academy of Country Music Awards," "New Year's Rockin'
Eve," and the series "So You Think You Can Dance."  Live event
programming typically attracts strong advertising, because fewer
people record the shows to view them at a later date.  As a
result, networks can charge higher ad rates for those programs and
are willing to pay sizable license fees to the production
companies for the broadcast rights.  Most of dcp's shows get good
audience ratings in their time slots, but viewership has
fluctuated over the past several years.  Erosion of audience
ratings over the long term could eventually hurt dcp's licensing
fee revenue, though most contracts have recently been renewed at
significantly higher fees for dcp.  The company is planning to
develop new programming and aims to increase the profitability of
its current shows through increased sponsorships and ancillary
events, in addition to higher licensing fees.  The success of
these initiatives is not predictable.


DEWEY & LEBOEUF: JPMorgan, Trustee Object to Bankruptcy Fee Claims
------------------------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that JPMorgan Chase Bank NA
and the U.S. trustee on Thursday argued that professional firms
seeking more than $10 million for their work in the Dewey &
LeBoeuf LLP bankruptcy are charging too much, telling a New York
bankruptcy judge that some claims should be trimmed.

JPMorgan contends that the proposed amounts exceed the bankruptcy
budget, while the trustee says luxury hotel stays and thousands
spent on dining mean some of the claims should be reduced, the
report said.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Citibank Denied Win in Ex-Partner Loan Fight
-------------------------------------------------------------
Keith Goldberg of BankruptcyLaw360 reported that a New York
federal judge on Wednesday refused to grant Citibank NA summary
judgment in a dispute with a former Dewey & LeBoeuf LLP partner
who defaulted on a loan, but questioned the lawyer's claims that
the bank knew of Dewey's deteriorating financial situation when it
made the loan.

U.S. District Judge Louis L. Stanton based his ruling on the
preliminary submissions in the case, the report said.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DIAL GLOBAL: Obtains $5MM Loan; Waivers Extended Until Feb. 28
--------------------------------------------------------------
Dial Global, Inc., further obtained limited waivers under its
credit facilities pursuant to which the lenders agreed to extend
their respective waiver periods with respect to certain events of
noncompliance under the Credit Facilities to Feb. 28, 2013.  In
addition, certain of the lenders agreed to provide the Company
with supplemental borrowing capacity of up to $5 million under the
Second Lien Term Loan Facility, which Supplemental Facility will
mature on Feb. 28, 2013.

As previously reported, Dial Global obtained an extension of the
waiver period with respect to certain events of noncompliance
under the Credit Facilities to Jan. 15, 2013.

In connection with the Waivers, the Company entered into a Third
Amendment to Intercreditor Agreement implementing the provisions
of the Waivers and the Supplemental Facility.

The Company is engaged in continuing discussions with its First
Lien Lenders and Second Lien Lenders regarding the terms of a
restructuring of its obligations under its Credit Facilities.

"Although the Company believes that the parties have established a
framework for a potential restructuring of the Company's
obligations under its Credit Facilities, there can be no assurance
that the Company and its lenders will be able to reach agreement
regarding a restructuring on terms acceptable to the Company and
its lenders prior to the termination of the Waivers, or at all,"
the Company said in the regulatory filing with the SEC.

Copies of the Waiver Agreements are available at:

                        http://is.gd/EOtXtB
                        http://is.gd/48SsS0

                         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.

"...[I]f 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: Founders "Scapegoating" Over Sale, Says Goldman
---------------------------------------------------------------
Janelle Lawrence, writing for Bloomberg News, reported that a
Goldman Sachs Group Inc. (GS) lawyer argued to jurors that the
founders of speech-recognition pioneer Dragon Systems Inc. are
scapegoating the investment bank for their own mistakes in a $580
million all-stock sale rendered worthless when the buyer was
exposed as a fraud.

In closing arguments on Jan. 17 in Boston federal court in a
lawsuit accusing Goldman Sachs of negligence, the attorney said
Dragon co-founder Janet Baker and Chief Financial Officer Ellen
Chamberlain ignored the bank's advice to hire accountants to
further vet Belgium-based suitor Lernout & Hauspie Speech Products
NV and rushed the deal amid Dragon's cash-flow problems in 2000,
the report said.

"They are making Goldman Sachs into the guarantor of this
transaction when no one suspected fraud," Bloomberg said, citing
the bank's lawyer, John Donovan Jr., as saying.  "That's not
turning Goldman into a guarantor. That's turning Goldman into a
scapegoat."

Donovan blamed Baker, also Dragon's former chief executive
officer, for negotiating a change from a half-cash/half-stock deal
to an all-stock deal without consulting the banking team,
Bloomberg added.

"Look, if you decide to play investment banker by yourself, you're
in no position to criticize the investment banker you hired in the
process," Donovan said in court.

Lawyers for Dragon argued New York-based Goldman Sachs committed
gross negligence, committed misrepresentation through key
omissions and should have stopped the deal because of unanswered
questions about Lernout & Hauspie's revenue, Bloomberg related.

                         ?Bottom Line'

"Goldman can dress this up as much as they can, but the bottom
line is these guys didn't do anything," Alan Cotler, a lawyer for
Janet Baker and her husband, Jim, told the jury, according to
Bloomberg.

The lawyer added that Goldman Sachs's four-man investment team,
which included a 22-year-old banker and a 25-year-old, was
inexperienced, unsupervised and unfocused on a small client such
as Dragon.

"They were so busy they didn't have enough bankers to do deals,"
Cotler said, describing a time of voluminous mergers and
acquisitions, according to the report. "Dragon was small potatoes
and that's what they got, small potatoes from Goldman Sachs."

Dragon paid Goldman Sachs $5 million.

Goldman Sachs intentionally misrepresented that the bank had an
analyst monitoring Lernout & Hauspie's earnings when it had
stopped covering the company at the end of 1999, Cotler said,
Bloomberg further related. L&H posted a suspicious 1,500 percent
increase in Asian revenue in February 2000.

                            Suburban Home

He said Janet Baker, who with her husband developed the technology
that started the company in their suburban Boston home in 1982,
and Chamberlain became frustrated with the Goldman Sachs team for
not doing due diligence in the deal, the report said, citing Mr.
Cotler.

"This case is not about accounting. Goldman Sachs wants to use the
word accounting a thousand times because they don't want you to
think about investment banking," Cotler said, the report related.

Bloomberg said jurors began hearing the case in December before
U.S. District Judge Patti Saris.

In addition to the Bakers' claims, the jury is weighing negligence
claims lodged by Paul G. Bamberg and Robert Roth, two other Dragon
founders who held minority shares in the company, according to the
report.

Jurors were scheduled to receive instructions on Jan. 17 and begin
deliberations.

"The evidence shows Goldman failed as a professional team," said
attorney Jack R. Pirozzolo, who represents Bamberg and Roth,
Bloomberg said.

Donovan, Goldman Sachs's attorney, repeatedly highlighted a Feb.
29, 2000, memo from the bank to Dragon advising the company to
hire Arthur Andersen LLP to do comprehensive accounting of Lernout
& Hauspie, Bloomberg pointed out.

                            More Diligence

Dragon didn't tap Arthur Andersen for the work and CFO Chamberlain
maintained Goldman Sachs should do more due diligence, he said,
Bloomberg said.  Witnesses for Goldman Sachs testified that
Chamberlain told Dragon's board due diligence was completed and
they signed the deal.

"Here's Goldman screaming ?Do the work!' and they're being sued
because they didn't scream louder?" Donovan said, according to
Bloomberg.

Goldman Sachs could have saved Dragon from the disastrous deal if
the bank had an analyst monitoring Lernout & Hauspie in 2000,
Dragon's lawyers argued, Bloomberg noted.  Instead, the bank put
Charles Elliott, its London-based international, European
technology research analyst, on a conference call with Dragon
leaders in February, in which he was bullish on how the deal might
affect the technology market.

In a videotaped deposition played for the jury, Elliott said he
didn't know about the soaring L&H Asian revenue, later proved a
fraud, and would have been suspicious of it if he had, Bloomberg
related.

                         First Learned

Elliott, according to Bloomberg, learned of the revenue for the
first time when Cotler showed him an old newspaper article during
a deposition.  Cotler blamed the head of the Goldman Sachs team,
Richard Wayner, for not talking to Elliott about media reports on
L&H's revenue before the conference call and sending Elliott to do
research.

"Charles Elliott could have prevented this. Rich Wayner could have
prevented this," Cotler told the jury, Bloomberg related.

Goldman Sachs's lawyer argued that Dragon's leader knew about the
suspicious Asia revenue, Bloomberg ssaid. The company was in such
tough financial shape that Dragon would have gone forward with the
deal anyway, Donovan said.

Dragon has already collected $70 million in settlements with other
companies involved in the deal, according to the report. If the
jury finds Goldman negligent and awards damages, $70 million will
be deducted from the total.

The case is Baker v. Goldman Sachs & Co., 09-cv-10053, U.S.
District Court, District of Massachusetts (Boston).

The Goldman Sachs Group, Inc., together with its consolidated
subsidiaries, is a global investment banking, securities and
investment management firm that provides a wide range of
financial services to a substantial and diversified client base
that includes corporations, financial institutions, governments
and high-net-worth individuals. Founded in 1869, the firm is
headquartered in New York and maintains offices in all major
financial centers around the world.


DUNE ENERGY: Amends Stock Option Awards of Two Former Directors
---------------------------------------------------------------
Dune Energy, Inc., entered into separate amendments to the Non-
Qualified Stock Option Award Agreement with Stephen Kovacs and
Emanuel Pearlman, former directors of the Company.  Mr. Kovacs
resigned on Jan. 8, 2013, while Mr. Pearlman resigned on Jan. 14,
2013.

The amendments provide (i) that the options granted by the Company
to Messrs. Kovacs and Pearlman will vest in their entirety as of
date of their resignations, (ii) that Messrs. Kovacs and Pearlman
will have two years from the date of their resignations to
exercise the options, and (iii) for a mutual release of claims
between the Company and Messrs. Kovacs and Pearlman.

The Company's management is not aware of any disagreement between
the Company and Mr. Pearlman on any matter relating to the
Company's operations, policies or practices.

                        About Dune Energy

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

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

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

                           *     *     *

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

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

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


DRINKS AMERICAS: Shareholders Cut Number of Directors to Three
--------------------------------------------------------------
The holders of the majority of the shares of common stock of
Drinks Americas Holdings, Ltd., acting by written consent in lieu
of a meeting of the shareholders, voted to decrease the number of
directors on the Board to three directors.  As a result of the
decreased size of the Company's Board of Directors, Fredrick
Schulman, Douglas Cole and Jack Kleinert could no longer remain on
the Board.

On Jan. 15, 2013, Steven Dallas, tendered his resignation from the
Board, effective immediately.  Mr. Dallas' resignation was not as
a result of any disagreements with the Company.

On Jan. 16, 2013, the remaining directors, acting by unanimous
written consent in lieu of a meeting, elected Mr. Charles Menzies
to fill the vacancy created by Mr. Dallas' resignation.

Charles Menzies, age 40, is an attorney and entrepreneur and for
the last six years served as the Chief Executive Officer of The
Menzies Company, Inc., a firm specializing in corporation
restructuring for both private and public companies.  He is the
former Chief Executive Officer of FilmsOn.Com, Inc., ZT3
Technologies, Inc., and Unidose Systems Corporation, Inc.  Mr.
Menzies is a graduate of University of Southern California and of
Stanford Law School.

There is no family relationship between Mr. Menzies and any other
executive officer or director of the Company.

                       About Drinks Americas

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

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

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

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


EASTMAN KODAK: Dodges Pricey Payout in SC Pollution Settlement
--------------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that a federal
bankruptcy judge on Thursday approved a settlement between Eastman
Kodak Co. and South Carolina that gives the state only a tiny
fraction of the $30 million it had sought for cleanup costs at a
former chemical company site.

The $42,000 settlement comes after the South Carolina Department
of Health and Environmental Control in July asserted a $30 million
claim in Kodak's bankruptcy proceedings alleging that Kodak
arranged for the disposal of hazardous substances at the Philip
Services Corp. site in Rock Hill, S.C., 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.


ELPIDA MEMORY: Clears Hurdle on Way to Micron Deal
--------------------------------------------------
Tom Hals of Reuters reported that Elpida Memory Inc. won court
approval for technology deals over the objections of U.S.
bondholders, who argued the agreements were an attempt to bind the
bankrupt chipmaker to a proposed $2.5 billion sale to Micron
Technology Inc.

A U.S. Bankruptcy Court judge in Delaware found no evidence of
collusion or improper motives Thursday in Elpida's technology
licensing deals with Micron and a $15 million patent sale to
Rambus Inc., according to the Reuters report.

U.S. bondholders opposed the deals because they said they would
effectively tie Elpida to its proposed sale and were unfairly
beneficial to Micron, Reuters related.

"The bondholders do not cite any facts to contest the proof that
these agreements confer substantial benefits on Elpida's estate,"
Reuters cited Judge Christopher Sontchi as saying in his 43-page
opinion.

Elpida, according to Reuters, said it would be able to immediately
begin improving its operations thanks to the licensing agreements
with Micron. Elpida's lawyers have described the objections to the
technology agreements as attacks on the Micron deal itself.

The bondholders, led by hedge funds Linden Advisors, Owl Creek
Asset Management and Taconic Capital Advisors, have argued Elpida
is worth nearly $4 billion, the report pointed out. They have
attacked the Micron sale as a sweetheart deal negotiated in secret
in Japan, where Elpida's main bankruptcy is taking place.

Elpida filed for bankruptcy protection from creditors with a Tokyo
court in February and asked the Delaware Bankruptcy Court to
protect its U.S. assets soon after, Reuters related.  The
bondholders presented their own plan for reorganizing Elpida to
the Tokyo court; however, the court accepted Elpida's plan for the
sale and the bondholders have shifted their fight against the deal
to the U.S. Bankruptcy Court in Delaware.  Creditors are currently
considering the plan to sell the company and have until the end of
February to vote on it, Reuters further noted. Elpida would also
need approval from the Delaware court.

Reuters said the bondholders have complained about the lack of
access to the Tokyo court and to information about Elpida in
general. Judge Sontchi noted in a footnote in his opinion that
"there has been a troubling lack of transparency in this case,"
Reuters said.  Judge Sontchi blamed that partly on differences in
U.S. and Japanese law but also on Elpida's representatives who
"had to be dragged kicking and screaming into court even though
they ultimately were seeking the court's approval of these
transactions," according to the report.

Elpida, Japan's last maker of dynamic random access memory (DRAM)
chips, was undercut by falling chip sales and foreign competition,
the report related.  Boise, Idaho-based Micron, which is losing
money due to a crumbling PC industry, hopes the Elpida deal will
create larger economies of scale, the report added.  The deal,
according to Reuters, would catapult Micron into the No. 2 spot in
the global market for DRAM chips, behind Samsung Electronics.

Micron's shares rose 8 cents or about 1 percent in early Jan. 17
trading on Nasdaq to $7.75. The stock has risen about 43 percent
since the Tokyo court approved the sale in early November.

                        About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.


EMMIS COMMUNICATIONS: Has Exchange Offer for Eligible Options
-------------------------------------------------------------
Emmis Communications Corporation filed with the U.S. Securities
and Exchange Commission a Tender Offer Statement on Schedule TO
relating to an offer by the Company to exchange certain
outstanding options to purchase shares of the Company's common
stock that (i) have an exercise price greater than $2.95 per
share, but excluding options with an exercise price of $11.22 per
share or $17.45 per share, (ii) were granted under the Company's
Equity Compensation Plans and (iii) are held by Eligible
Participants.

An "Eligible Participant" is a holder of Eligible Options who is
either (i) currently an employee of the Company or its
subsidiaries, including employees who are officers or members of
the Company's board of directors, or (ii) a non-employee member of
the Company's board of director.

A copy of the Schedule TO is available for free at:

                        http://is.gd/ts8NDT

                     About Emmis Communications

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

The Company's balance sheet at Aug. 31, 2012, showed $287.53
million in total assets, $258.60 million in total liabilities,
$46.88 million in series A cumulative convertible preferred stock,
and a $17.94 million total deficit.

                           *     *     *

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


EMMONS-SHEEPSHEAD: Wants Court's Nod to Borrow $5-Mil. from SDF
---------------------------------------------------------------
Emmons-Sheepshead Bay Development, LLC, asks the U.S. Bankruptcy
Court for the Eastern District of New York for authorization to
obtain postpetition financing in the form of the protective
advances in the amount of up to $5,000,000 from its secured
creditor, SDF 17 Emmons LLC.

Proceeds will be used to pay real estate taxes, water and sewer
charges and Department of Buildings violations, condominium
charges, including post-petition condominium fees and other assets
associated with maintaining the Debtor and SDF's interest in the
real property located at 3112-3114 Emmons Avenue in Brooklyn, New
York, and to fund repair and restoration work to restore the
Property to its pre-Hurricane Sandy condition.

As security, the Debtor proposes to grant the Lender a
superpriority administrative expense claim allowable under
Sec. 503(b) of the Bankruptcy Code, subordinate only to fees for
the Debtor's professionals not to exceed $150,000 and fees payable
to the Office of the United States Trustee.

Interest will accrue on the advances at the default rate of 17%
per annum.

The repayment of the advances and any accrued interest will be due
on the later of (1) 90 days from the entry of an order approving
the DIP Financing or (2) the merger of the protective advances
into the indebtedness to be paid as part of a confirmed plan of
reorganization or liquidation in the Debtor's case.

SDF's secured claim will be fixed in an amount to include the
protective advances made during the bankruptcy period and its
repayment terms set forth in the Debtor's proposed plan of
reorganization or liquidation.

                             Objection

Tracy Hope Davis, the United States Trustee for Region 2, says the
Court should deny the motion because, among other things:

   1. There is no disclosure as to the SDF 17 Emmons LLC entity
      and its relationship, if any, to the Debtor.

   2. There is no documentation to support the Debtor's
      representations that the repairs and expenses relating to
      the Debtor's Property will cost up to $5,000,000.

   3. The Property is already subject to mortgages totaling
      approximately $30,000,000 all of which were assigned to SDF
      subsequent to the filing of this bankruptcy case.

   4. The interest rate and the proposed repayments terms of the
      advances are onerous given that the Debtor currently has no
      source of income, and is unlikely to produce an income
      within 90 days.

                         About the Debtor

Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold
condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in
Brooklyn.  The Debtor said the property is worth $14 million.  It
has $32.6 million in total liabilities, including $31 million owed
to TD Bank N.A., which is secured by first, second and third
priority liens on the property.

Judge Elizabeth S. Stong presides over the case.  Arnold Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene et al., serves as
the Debtor's counsel.  The petition was signed by Jacob Pinson,
managing member, Yachad Enterprises, LLC.


EMPIRE RESORTS: Gets Approval for Destination Resort Master Plan
----------------------------------------------------------------
EPR Properties together with Empire Resorts, Inc., and its wholly
owned subsidiary, Monticello Raceway Management, Inc., received
approval from the Town of Thompson Town Board on the Comprehensive
Development Plan, SEQRA findings and the Planned Resort
Development Text Amendments for the 1,583-acre site of the former
Concord Resort.  Approval of the CDP and SEQRA findings and the
adoption of the Amendments means the joint developments can now
move forward with the submission of individual site plan
applications, thus initiating the commencement of the build-out of
the proposed EPT Concord Resort.

The transformative CDP for the EPT Concord Resort is anticipated
to create a world-class, four-season destination resort and multi-
use residential community, reigniting the Catskill tourist
industry which historically supported the regional economy.  As a
catalyst for economic growth, it will transform the patterns of
employment, development and investment in the area.

As submitted, the plan includes an indoor water park, 18-hole golf
course, hotels, an RV park, and an entertainment village with a
cinema and supporting retail, and a Casino Resort (including a
harness horse racetrack, grandstand/showroom, simulcast facility,
and hotel).

In addition, the plan includes a residential village with a mix of
unit types including condos, apartments, townhouses and detached
single family homes, a civic center, and an active adult
residential community.  This mix of uses will be connected to
abundant open space, via a multi-use trail system.

The initial phase of development and construction includes the
Casino Resort comprising of an approximately 117-acre development
area in the southern portion of the EPT Concord Resort.  It is
anticipated that construction of the Casino Resort will begin in
the spring of 2013.  Shortly thereafter, it is anticipated that
site plan approvals for both the Golf Phase and select components
of the Entertainment Village Phase will be obtained with
construction of all three of these elements completed in 2014.

The Golf Phase, at approximately 229 acres, will be highlighted by
the renovation of the Monster Golf Course by Rees Jones, the "The
US Open Doctor," and will also include the construction of the
golf clubhouse, golf maintenance building, and the golf cottages.
The initial components of the Entertainment Village Phase will
likely encompass the development of a movie theater, event field,
and approximately 115,000 square feet of commercial retail.

With the completion of the Casino Resort, the Golf Course Phase
and select components of the Entertainment Village Phase, it is
anticipated that over 1,000 new full time equivalent jobs will be
created at the site.  The direct effect on the local economy from
this initial phase is estimated at approximately $290 million
annually.  For Sullivan County the total annual economic activity
that will result from the initial phase of operations alone is
estimated at $395 million.

After the completion of the initial three elements, subsequent
phases will include a residential village, hospitality,
commercial, residential and recreational phases utilizing the
natural beauty of the entire parcel.

The development of the EPR Concord Resort is contingent upon
various conditions, including the receipt of necessary
governmental approvals and Empire's ability to obtain financing.

                       About EPR Properties

EPR Properties is a specialty real estate investment trust (REIT)
that invests in properties in select market segments which require
unique industry knowledge, while offering the potential for stable
and attractive returns.  EPR's total investments exceed $3.1
billion and its primary investment segments are Entertainment,
Recreation and Education.  EPR adheres to rigorous underwriting
and investing criteria centered on key industry and property level
cash flow standards.  EPR believes its focused niche approach
provides a competitive advantage, and the potential for higher
growth and better yields.  Further information is available at
www.eprkc.com

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

The Company reported a net loss of $24,000 in 2011, compared with
a net loss of $17.57 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$51.98 million in total assets, $25.48 million in total
liabilities, and $26.49 million in total stockholders' equity.


EVISION SOLAR: Inks Teaming Agreement with Horizon Energy
---------------------------------------------------------
Envision Solar International, Inc., entered into a teaming
agreement, dated Jan. 1, 2013, with Horizon Energy Group, a leader
in microgrid development and implementation including battery
storage expertise.

The agreement calls on the Parties to work together on an
exclusive basis on certain projects to be introduced by either
party.  Any costs associated  with this agreement will be borne by
the Party incurring those costs.  Compensation for any project
will be agreed to on a project by project basis in conjunction
with the final scope of each Party on that project and defined in
a separate definitive  agreement to be signed by each party for
that project.

A copy of this agreement is available at http://is.gd/hAhUIx

                         About Envision Solar

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

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

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


FIELD FAMILY: Exclusive Filing Period Extended Until May 10
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
extended Field Family Associates, LLC's exclusive plan filing
period and exclusive solicitation period until May 10, 2013, and
July 9, 2013, respectively.  This is the first extension of the
Debtor's exclusive periods.

In its motion, the Debtor related that it has engaged in
discussions with multiple third parties who are interested in a
potential sale transaction that would be incorporated in a Chapter
11 plan.  Management believes that, given additional time, it can
successfully propose a confirmable plan, the Debtor stated.

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.


FEEL GOLF: Incurs $3.4-Mil. Net Loss in 2011
--------------------------------------------
Feel Golf Co., Inc., filed on Jan. 17, 2013, its annual report on
Form 10-K ended Dec. 31, 2011.  W. T. Uniack & Co. CPA's P.C., in
Woodstock, Ga., the Company's independent accountants, noted that
the Company has current assets of $522,187 and current liabilities
of $365,315.  "In addition, the Company has an accumulated deficit
of ($15,100,454) and is dependent on at least maintaining current
revenue levels.  Those conditions raise substantial doubt about
the Company?s ability to continue as a going concern."

The Company reported a net loss of $3.4 million on $1.4 million of
revenues in 2011, compared with a net loss of $5.3 million on
$391,594 of revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.6 million
in total assets, $2.5 million in total assets, and stockholders'
equity of $141,504.

A copy of the Form 10-K is available at http://is.gd/z1JjuJ

Sanford, Fla.-based Feel Golf Co., Inc., produces golf clubs
including drivers, irons and wedges.


GEOKINETICS INC: To File for Chap. 11 to Implement Restructuring
----------------------------------------------------------------
Geokinetics Inc., Geokinetics Holdings USA, Inc., a wholly owned
subsidiary of the Company, and the Company's other direct and
indirect domestic subsidiaries entered into a Restructuring
Support Agreement with holders of more than 70% in aggregate
principal amount of Holdings' 9.75% Senior Secured Notes due 2014
and Avista Capital Partners, L.P., and Avista Capital Partners
(Offshore), L.P., the largest holders of the Company's outstanding
Series B-1 Senior Convertible Preferred Stock, Series C-1 Senior
Preferred Stock and Series D Junior Preferred Stock.

Under the terms of the Agreement, the Company and the Subsidiaries
agreed to implement a financial restructuring of the Company and
the other parties to the Agreement agreed to support and vote for
either a pre-negotiated or pre-packaged plan of reorganization, in
each case in accordance with the terms, and subject to the
conditions, set forth in the Agreement.

Under the proposed plan of reorganization, the Company will:

   (i) exchange the Notes for 100% of the issued common stock of
       the reorganized Company, subject to dilution from a
       management incentive plan to be adopted by the reorganized
       Company and the conversion of up to $25 million of debtor
       in possession financing into common stock of the
       reorganized Company;

  (ii) repay $50 million in loans plus accrued interest
       outstanding under Holdings' revolving credit facility from
       the proceeds of an exit financing facility to be entered
       into in connection with the consummation of the plan of
       reorganization;

(iii) pay general unsecured claims in full either at the
       conclusion of the chapter 11 case or in the ordinary course
       of business; and

  (iv) make a cash payment to the holders of certain of the
       Preferred Stock and cancel all of the Preferred Stock.

The existing holders of the common stock of the Company will not
receive any distributions and their equity interests will be
canceled.

The Company intends to file voluntary petitions for relief under
chapter 11 of the U.S. Code in the Bankruptcy Court to implement
the proposed plan of reorganization.  The Company intends to use
the chapter 11 process to facilitate a financial restructuring
designed to restore the Company to long-term financial health
while continuing to operate in the normal course of business
without interruption.  The restructuring is not expected to have
an impact on the Company's operations.

The parties' commitment under the Agreement and the completion of
the transactions contemplated by the Agreement are subject to a
number of closing conditions, termination rights and approvals,
including the majority of the holders of the Notes reaching an
agreement with respect to various corporate governance
arrangements, the approval of the Bankruptcy Court, and the
finalization of definitive documentation.

A copy of the Restructuring Agreement is available at:

                       http://is.gd/79pK0B

                      About Geokinetics Inc.

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

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

                           *     *     *

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

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

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


GEORGE R. CRANFORD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: George R. Cranford, Inc.
        5518 Tuxedo Road
        Cheverly, MD 20781

Bankruptcy Case No.: 13-10851

Chapter 11 Petition Date: January 18, 2013

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

Debtor's Counsel: Robert C. Davis, Jr., Esq.
                  DAVIS & DAVIS, LLP
                  2002 Monticello Drive
                  Annapolis, MD 21401
                  Tel: (410) 571-2793
                  E-mail: rd@davislawpartners.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mdb13-10851.pdf

The petition was signed by George R. Craford, Jr., president.


GFI GROUP: Moody's Downgrades Rating to 'B1'; Outlook Stable
------------------------------------------------------------
Moody's Investors Services downgraded GFI Group Inc. to B1 from
Ba2. The rating outlook is stable. This concludes a review
commenced on Dec 12, 2012.

RATINGS RATIONALE

Moody's said the downgrade to B1 reflects two principle factors.
The first factor is GFI's weak profitability. GFI reported only
$1.4 million in GAAP profitability for the first nine months of
2012. Furthermore, Moody's expects a more difficult operating
environment for inter-dealer brokers in 2013 and beyond -
potentially characterized by extended periods of lower risk-taking
capacity by regulated institutions and lower market transaction
volumes overall. This is necessitating a reengineering of the cost
base of GFI as well as at several of its competitors.

The second factor contributing to the downgrade has been an
aggressive dividend and share repurchase policy in light of the
more difficult operating environment. For example GFI is currently
paying a quarterly dividend of 5 cents per share, despite
reporting only 1 cent per share of GAAP net income in the first
nine months of 2012.

These concerns are mitigated to some extent by adjustments GFI is
making to its operating model to reflect the more difficult
operating environment, including reducing broker compensation
expenses. "A tougher operating environment does make it a little
easier to retain brokers, which has been a perennial challenge for
inter-dealer firms" said Peter Nerby, a Moody's Senior Vice-
President. At the same time, Moody's noted that compensation
adjustments must be made carefully in the context of the operating
environment, so as not to impair revenue generation capacity.

GFI Group Inc is an inter-dealer broker headquartered in New York.

The principal methodology used in this rating was Global
Securities Industry Methodology published in December 2006.


GMC DAIRY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: GMC Dairy Farms LLP
        dba GMC Dairy Farms
            The George & Marilyn J. Lanting Revocable Trust
        4738 Avenue 120
        Corcoran, CA 93212

Bankruptcy Case No.: 13-10302

Chapter 11 Petition Date: January 17, 2013

Court: U.S. Bankruptcy Court
       Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Thomas O. Gillis, Esq.
                  1006 H. Street, #1
                  Modesto, CA 95354
                  Tel: (209) 575-3116

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by George Lanting, general partner.


GREAT BASIN: Voluntarily Delists Common Stock From NYSE MKT
-----------------------------------------------------------
Great Basin Gold Ltd. previously reported its intention to delist
voluntarily its common shares from NYSE MKT.  The management
believes that under the Company's current financial circumstances,
it is not practicable for the Company to maintain a plan of
compliance that would satisfy NYSE MKT's continued listing
requirements.  As such, the Board of Directors of the Company
determined that it is in the best interests of the Company to
delist voluntarily the Company's common stock from NYSE MKT.

In connection therewith, the Company formally notified NYSE MKT on
Jan. 15, 2013, of the Company's intention to file a Form 25 -
Notification of Removal from Listing and/or Registration under
Section 12(b) of the Securities Exchange Act of 1934, as amended,
with the SEC on or about Jan. 25, 2013.  The Company expects that
the delisting will take effect on or about Feb. 4, 2013.  The
Company has not arranged for listing or registration of its common
shares on another national securities exchange or for quotation of
its common shares in a quotation medium (as defined in Exchange
Act Rule 15c2-11).

                      About Great Basin Gold

Great Basin Gold Ltd. is incorporated under the laws of the
Province of British Columbia and its registered address is 1108-
1030 West Georgia Street, in Vancouver BC, Canada.  Great Basin
Gold Ltd., including its subsidiaries is a mineral exploration and
development company with two operating assets, both in the
production build-up phase, the Hollister Project on the Carlin
Trend in Nevada, U.S.A, and the Burnstone Project in the
Witwatersrand Goldfields in South Africa.  Over and above the
exploration being conducted at the above mentioned properties,
greenfields exploration is being undertaken in Tanzania and
Mozambique.

On Sept. 18, 2012, Great Basin Gold Ltd. announced that its
principal South African subsidiary, Southgold Exploration (Pty)
Ltd., owner of the Burnstone mine, filed for protection under the
South African business rescue ("BR") procedures.

On Sept. 19, 2012, the Company made a Companies Creditors
Arrangement Act (Vancouver Registry 126583) following the business
rescue proceedings for the Burnstone mine that commenced Sept. 14,
2012, as a result of the termination of all development and
production activities at the mine on Sept. 11, 2012.  CCAA is a
Canadian insolvency statute which will allow the Company a period
of time to seek buyers and partners for its two gold mining
projects and/or corporate level financiers in an effort to
restructure the Company.

Operating and development activities were suspended at the
Burnstone mine in early September 2012 which created a default
under the loan agreement.  Term loan 1 will be restructured or
settled under the Business rescue proceedings of the South African
subsidiary owing title to the Burnstone mine as well as the CCAA
filing by the Company.  As a result of the default the outstanding
amounts have been disclosed as current.

Under the CCAA proceedings, the stay of any potential creditor
lawsuits was extended until Jan. 14, 2013.  There were no updates
on the CCAA proceedings as of Jan. 18, 2013.


GREEKTOWN SUPERHOLDINGS: Moody's Keeps 'B3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service said Greektown Superholdings, Inc. B3
Corporate Family Rating and stable rating outlook are unaffected
by the company's announcement that it received a proposal from
Athens Acquisition, LLC (not rated). to purchase a large block of
Greektown capital stock.

The principal methodology used in rating Greektown Superholdings,
Inc. was the Global Gaming 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.


HAMPTON ROADS: Kevin Chase Joins as SVP for Commercial Banking
--------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that Kevin J. Chase has
joined BHR's commercial banking team in Richmond as Senior Vice
President - Commercial Banking, reporting to Richard Byrne,
President of the Richmond market.  Mr. Chase brings over 35 years
of experience in commercial real estate finance in Richmond and
surrounding areas.

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "We are very
pleased to welcome Kevin to our team.  He brings a proven track
record, deep knowledge of real estate markets in our region, and
decades of experience across all aspects of commercial real estate
finance, including origination, underwriting, structuring,
servicing and workouts."

Prior to joining BHR, Mr. Chase served as Senior Vice President
and Commercial Real Estate Relationship Manager with SunTrust Bank
in Richmond.  From 1993 to 2008, he served in various
positions with Genworth Financial and its predecessors GE
Financial Assurance and Life Insurance Company of Virginia.  From
1974 to 1993, Chase worked for commercial mortgage banking firms
in Richmond that arranged financings for properties in central
Virginia with correspondent life insurance companies and banks.

Mr. Chase earned a BS in Commerce from the University of Virginia.
He is a Licensed Virginia Certified General Appraiser and a member
of the Richmond Real Estate Group and GRACRE (Greater Richmond
Area Commercial Real Estate).  Chase serves on the boards of
William Byrd Community House and Virginia Supportive Housing.

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.07 billion in total assets, $1.88 billion in total liabilities
and $187.96 million in total shareholders' equity.


HANDY HARDWARE: Meeting to Form Creditors' Panel on Jan. 24
-----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Jan. 24, 2013, at 10:00 a.m. in
the bankruptcy case of Handy Hardware Wholesale, Inc.  The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 2112
         Wilmington, DE 19801

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

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

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

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

                    About Handy Hardware

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

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


HELLER EHRMAN: Greenberg Traurig to Mediate Malpractice Suit
------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that Greenberg Traurig
LLP told a California bankruptcy court Wednesday that it had
agreed to mediate a multimillion-dollar suit filed by the estate
of bankrupt Heller Ehrman LLP over Greenberg Traurig's alleged
malpractice while representing the firm in liquidation.

In a stipulation filed with U.S. Bankruptcy Judge Dennis Montali,
Greenberg Traurig said that mediation sessions will begin within
60 days, the report related.

"The parties, in the course of discussing the upcoming case
management conference and upcoming discovery, came to a good faith
agreement to attempt to resolve the lawsuit...," the report added,
citing the stipulation.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Calif., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HAWKER BEECHCRAFT: Attys Should Inform Retirees on PBGC Deal
------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge declined Thursday to make a ruling on Hawker
Beechcraft Inc.'s proposed deal with the Pension Guaranty Benefit
Corp. that would end its pension plan for nonunion employees and
which attorneys say is key to its eventual emergence from Chapter
11 bankruptcy.

Though U.S. Bankruptcy Judge Stuart M. Bernstein said the aircraft
maker would likely see its motion approved eventually, he directed
the Hawker Beechcraft's counsel to provide salaried retirees who
objected to the deal with further details, the report said.

                     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.


HD SUPPLY: Issues $950 Million 10.50% Sr. Subordinated Notes
------------------------------------------------------------
HD Supply, Inc., issued $950 million aggregate principal amount of
its 10.50% Senior Subordinated Notes due 2021 under the Indenture,
dated as of Jan. 16, 2013, as supplemented by the First
Supplemental Indenture, dated as of Jan. 16, 2013, among the
Company, certain subsidiaries of the Company as guarantors and
Wells Fargo Bank, National Association as trustee.  The Notes are
entitled to the benefit of the Exchange and Registration Rights
Agreement among the Company, the Subsidiary Guarantors and the
initial purchasers.  The Notes are unsecured senior subordinated
indebtedness of the Company.  A copy of the Form 8-K as filed with
the SEC is available for free at http://is.gd/uA1cga

                           About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of
net sales for the year ended Jan. 31, 2010.

The Company's balance sheet at Oct. 28, 2012, showed $7.67 billion
in total assets, $8.55 billion in total liabilities and a
stockholders' deficit of $881 million.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HEB GROCERY: Beats Antitrust Suit Over Produce Restrictions
-----------------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that a Texas federal judge
on Thursday tossed a bankrupt produce distributor's lawsuit
alleging supermarket chain HEB Grocery Co. LP violated antitrust
law by imposing exclusivity restrictions on produce it could sell,
saying the claims had been brought too late.

Delta Produce LP argued an exclusivity agreement prohibiting it
from selling produce to HEB's competitors violated the Sherman and
Clayton Acts and Texas law, but U.S. District Judge Harry Lee
Hudspeth dismissed the suit's claims in their entirety, the report
said.


HERITAGE REAL ESTATE: Case Summary & Unsecured Creditor
-------------------------------------------------------
Debtor: Heritage Real Estate Investment, Inc.
        312 Hyde Park Avenue
        Eutaw, AL 35462

Bankruptcy Case No.: 13-70116

Chapter 11 Petition Date: January 18, 2013

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Tuscaloosa)

Debtor's Counsel: Herbert M. Newell, III, Esq.
                  NEWELL & HOLDEN, LLC
                  2117 Jack Warner Parkway, Suite 5
                  Tuscaloosa, AL 35401
                  Tel: (205) 343-0340
                  E-mail: hnewell@newell-law.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Clifton Dawson, special assistant
secretary.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bruce L. Johnson, Et Al            --                   $7,061,707
120 Knollwood Boulevard
Montgomery, AL 36117


HIGHLAND LAND: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Highland Land Company, LLC
        aka Southern Coastal Construction & Development, LLC
            Lake Arthur Estates, Inc.
            Southeast Real Estate Holdings, Inc.
            PRP Southeast 1 Realty Co., Inc.
            Waterfall
            Turner Heritage Homes, Inc.
            HP HOA Lot Acquisitions, LLC
            Fall Ridge of Delray
            Lake Arthur Estates
            Highland Land Company
            McIntosh Farms
            Highland Crossing
            Hunter's Mill
            Pine Summit
            Hickory Grove
            Highland Oaks
            Cedar Grove
            North Highland Crossing
        6615 W. Boynton Beach Boulevard, Suite 396
        Boynton Beach, FL 33437

Bankruptcy Case No.: 13-50024

Chapter 11 Petition Date: January 18, 2013

Court: U.S. Bankruptcy Court
       Northern District of Florida (Panama City)

Debtor's Counsel: Brian G. Rich, Esq.
                  BERGER SINGERMAN, LLP
                  125 S. Gadsden Street, Suite 300
                  Tallahassee, FL 32301
                  Tel: (850) 561-3010
                  Fax: (850) 561-3013
                  E-mail: brich@bergersingerman.com

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

Estimated Debts: $10,000,001 to $50,000,000

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/flnb13-50024.pdf

The petition was signed by Louis S. Weltman, president of Phoenix
Realty Partners, Inc., manager.

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Turner Heritage Homes, Inc.           11-40517            06/29/11


HILLMAN GROUP: S&P Assigns 'B+' Rating to $76.8MM Draw Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B+'
issue-level rating and '2' recovery rating to The Hillman Group
Inc.'s (B/Stable/--) delayed draw term loan of $76.8 million due
2016.  The '2' recovery rating indicates S&P's expectation that
lenders would receive substantial (70%-90%) recovery in the event
of a payment default.

The 'CCC+' issue-level rating on the company's 10.875% senior
notes due 2018 is unchanged following the add-on of $65 million.
The recovery rating on the notes is unchanged at '6', indicating
S&P's expectation for negligible (0% to 10%) recovery in the event
of payment default.

The 'B' corporate credit rating and stable outlook remain
unchanged.  (For the latest corporate credit rating rationale, see
the summary analysis on Hillman published Oct. 19, 2012, on
RatingsDirect.)

Hillman raised this additional debt to fund its acquisition of H.
Paulin & Co. Ltd., a Toronto-based manufacturer and distributor of
fasteners, fluid system products, automotive parts, and screw
machine components.  Pro forma for this pending acquisition, S&P
estimates leverage (as measured by the ratio of debt to EBITDA)
will remain near 7x.  However, S&P expects this ratio to fall to
the mid-6x area by year-end 2013 because of relatively stable
operating performance and because litigation expenses incurred in
2012 won't likely repeat in 2013.

"The delayed draw term loan decreases the recovery prospects for
the company's total senior secured debt but not enough to impact
our existing recovery ratings, which remain '2'.  The unsecured
debt recovery rating is unchanged at '6' because we estimate the
larger amount of priority claims leaves a negligible amount for
the senior unsecured note holders.  (For the complete recovery
analysis, see our revised recovery report on Hillman, to be
published following this report on RatingsDirect.)," S&P said.

The 'B' corporate credit rating on Hillman reflects S&P's
assessment of the company's "highly leveraged" financial risk
profile, reflecting its high debt burden and aggressive financial
policy.  Although S&P recognize the company's generally steady
demand for its lower-price-point hardware and related product
offerings, S&P views the company's business risk profile as "weak"
because of its narrow product focus and high customer
concentration.

RATINGS LIST

The Hillman Group Inc.
Corporate credit rating                        B/Stable/--

New Ratings
The Hillman Group Inc.
Senior secured
  $76.8 mil. delayed draw term loan due 2016    B+
    Recovery rating                             2

Ratings Unchanged
The Hillman Group Inc.
Senior unsecured
  $265 mil. 10.875% notes due 2018              CCC+
    Recovery rating                             6


HOSTESS BRANDS: Judge Greenlights Deal to Pay ACE Insurance Debt
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Thursday gave Hostess Brands Inc. and ACE
American Insurance Co. the go-ahead to enter a deal that allows
the company to pay off debts owed to the insurer and its ESIS Inc.
affiliate and puts to rest a contentious battle over the funds.

U.S. Bankruptcy Judge Robert D. Drain's approval allows the fallen
snack icon to reimburse the insurers for deductible payments it
has owed since mid-November, the report said.  The deal calls for
the insurers to receive an administrative claim subject to certain
conditions, the report added.

                      About Hostess Brands

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

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

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

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

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

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

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

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


HOWREY LLP: Trustee Targets Former Partners
-------------------------------------------
Sara Randazzo of The American Law Daily reported that Allan
Diamond, the trustee overseeing Howrey's Chapter 11 bankruptcy, is
ramping up his efforts to recover tens of millions of dollars from
former partners and the firms they moved to.  According to the
report, the trustee is seeking about $100 million in clawback
claims for money paid to former partners when the firm was likely
insolvent, as well as an estimated up to $100 million more for so-
called unfinished business claims stemming from work those
partners took with them to their new firms.

The report said a total of 71 firms hired the 302 partners
streaming out of Howrey in the months leading up to its March 2011
dissolution.

The Am Law Daily pointed out that both types of claims are a
common source of recovery in law firm bankruptcies.  In Dewey &
LeBoeuf's case, the estate's advisers hope to collect some $70
million from former partners as part of a "rough justice"
settlement currently awaiting final approval in federal bankruptcy
court in New York.  Unfinished business settlements with firms
that Dewey partners landed at are in the works as well.

Thelen, which dissolved in 2008 and filed for Chapter 7 bankruptcy
in 2009, continues to reach settlements with former partners years
later.  Most recently, eight former partners agreed to pay back a
collective $475,000, according to BankruptcyLaw360.  On the
unfinished business front, Thelen has collected at least $1.9
million from successor firms, court filings show.

The Am Law Daily said Diamond says he plans to take a new approach
to reach settlements in the Howrey case by presenting law firms
with a bundled settlement plan that includes both the claims
against individual partners and the unfinished business claims
against the firm. How the firm and its partners decide to divvy up
the responsibility and pay the estate is up to them, he says.
Also, unlike in the Dewey case, where the estate chose to recover
money paid to partners only after January 2011, Diamond says he
doesn't plan to have a hard-and-fast date. Instead, he'll approach
each settlement "with a rational model based upon the strength of
my claim at various points in time."

According to the Am Law Daily report, based on his discussions so
far, Diamond groups the 71 firms into a few categories: About 20
to 25 firms that he's been talking to for months and hopes to
settle by using an all-in-one proposal; others who want him to
speak directly with partners rather than presenting the claims
together; and less than 10 firms in what he calls a "go stick it
in your ear" camp that refuse to cooperate.

A handful of others have complicating factors, including potential
claims Diamond hopes to bring against them related to contingency
fee cases or partners' one-time roles on Howrey's dissolution
committee, the report said.

Diamond, according to the report, won't say which firms fall into
which camp, but the ones with potentially the largest dollar
amounts at stake are easy to spot. Baker & Hostetler; Baker Botts;
Jones Day; and Winston & Strawn all took in at least 10 partners.
Morgan, Lewis & Bockius; Perkins Coie; and Pillsbury Winthrop Shaw
Pittman each hired a considerable number as well.

Talks with successor firms could have been further along by now,
Diamond says, but slowed last fall when San Francisco attorney
William McGrane filed a purported class action against all 302
former Howrey partners, the report related. The suit, brought
November 1, uses an interpretation of the bankruptcy code to claim
the attorneys are so-called Howrey "alter egos," meaning they are
equally responsible for the firm's debts. Filed by McGrane -- who
also pushed Howrey into involuntary bankruptcy in April 2011 and
served for a time on the unsecured creditors committee -- the
plaintiff in the case is Howrey Claims LLC, a company incorporated
in Georgia that on October 31 bought the $994.25 unsecured claim
of court reporting agency Jan Brown & Associates, the report
pointed out.

At a two-hour hearing in San Francisco, U.S. Bankruptcy Judge
Dennis Montali scrutinized McGrane's suit, ultimately saying from
the bench, "I think the right remedy in my view is to simply
dismiss the complaint," the Am Law Daily said.

With the adversary suit all but gone in Diamond's view, he says
he's back on track with the settlement talks, according to the
report.  His attitude, he says, is "Either we're going to cut
deals, or I'm suing you." Suits, he warns, will be filed soon.
"The bottom line is . . . I'm the 800-pound-gorilla that you want
to settle with," the Am Law Daily quoted.

Outside of recoveries from former partners, Diamond also continues
to mine contingency fee cases that followed Howrey lawyers to
other firms, the Am Law Daily further said.  He's most optimistic
about an antitrust class action brought several years ago by
Howrey lawyers?now at Baker & Hostetler -- on behalf of dairy
farmers in the southeastern U.S. who claim raw milk prices were
fixed. As sibling publication Litigation Daily has previously
reported, two defendants in the case have already settled for $145
million, including $48.3 million in attorneys fees and $7.4
million in expenses to be divided between Baker and the Howrey
estate. The case against the remaining defendant, Dairy Farmers of
America, heads to in Tennessee federal court. With $1.5 billion at
stake, Diamond says he'll be watching closely, the Am Law Daily
said.

                         About Howrey LLP

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

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

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

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

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

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


IMPLANT SCIENCES: Gets TSA Approval for Sniffer Trace Detector
--------------------------------------------------------------
Implant Sciences Corporation announced that the U.S.
Transportation Security Administration has notified the Company
that its Quantum SnifferTM QS-B220 Explosives Trace Detector has
successfully met the requirements for acceptance onto the Air
Cargo Screening Technology List (ACSTL).

Implant Sciences' President and CEO Glenn D. Bolduc stated, "This
announcement positions Implant Sciences to sell its products into
the U.S. security marketplace, which accounts for approximately
43% of the world market.  We are very proud to receive TSA
approval and I want to congratulate our team and everyone who has
worked so hard on this effort.  Implant Sciences now becomes only
the third trace detection manufacturer, and the sole American-
owned company, to have achieved TSA approval.  We've been
preparing for this day and believe we have put the right team in
place to execute on this significant opportunity."

Implant Sciences' COO, Dr. William McGann commented, "The QS-B220
introduces the next generation of explosives trace detection (ETD)
technology.  Our roadmap for the future includes new fundamental
detection technologies that will improve sensitivity and reduce
false alarm rates, and new sampling methodologies to extend
explosives detection to a wider range of applications and
environments."

                    About the Quantum SnifferTM

The Quantum Sniffer QS-B220 uses Ion Mobility Spectrometry to
rapidly detect and identify trace amounts of a variety of
military, commercial, and homemade explosives, as well as drugs.
In Air Cargo Security, its ability to test packages rapidly and
safely for trace explosives is critical for a system that
transports millions of parcels every day.  With significantly
lower maintenance requirements than competing systems, the QS-B220
can be deployed for a much lower total cost of ownership than
other approved products.

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 25, 2012, the
Company's principal obligation to its primary lender was
$33,429,000 with accrued interest of $3,146,000.  The Company is
required to repay all borrowings and accrued interest to this
lender on March 31, 2013.  These conditions raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $6.57
million in total assets, $42.18 million in total liabilities and a
$35.60 million total stockholders' deficit.

                        Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$4,915,000 in cash available from our line of credit with DMRJ, at
September 30, 2012, we will require additional capital in the
third quarter of fiscal 2013 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws."


JASMINE AT ORLANDO: Court Dismisses Chapter 11 Case
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
approve the motion of Jasmine at Orlando East, LLC, for the
dismissal of its Chapter 11 case.  The case is dismissed with
prejudice for a period of 12 months from the date of the dismissal
order upon the terms and conditions contained in the motion.

In its motion for dismissal, the Debtor relates that the claim of
U.S. Bank National Association, as successor to Bank of America as
trustee for the Registered Holders of LB-UBS Commercial Mortgage
Trust 2003-C7, Commercial Mortgage Pass-Through Certificates,
Series 2003-C7, will be satisfied pursuant to the settlement
agreement between the Debtor and the Lender, which was approved by
the Court on Nov. 19, 2012.  Unsecured creditors will be paid in
full.

The Debtor discloses that its sole member, 296 Orlando, LLC, has
executed a Confidential Agreement of Sale to sell its sole member
interest in the Debtor.  296 and the purchaser of the member
interest in the Debtor have closed into escrow and the
distribution of closing proceeds is being held pending receipt of
a final, non-appealable order dismissing the Debtor's case.  The
Debtor did not disclose the identity of the purchaser.

                  About Jasmine at Orlando East

Jasmine at Orlando East, LLC, filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 12-24621) on June 15, 2012 in Miami.  The
Debtor owns a multi-family apartment development containing 296
units contained in 32 two-story buildings located on 19.64 acres
located in Orlando, Florida.  The Debtor estimated assets and
liabilities of $10 million to $50 million.  The Debtor tapped
Jordi Guso, Esq., and Debi Evans Galler, Esq., at Berger Singerman
LLC, in Miami as counsel.          T

The Debtor financed its acquisition of its Florida properties
through, inter alia, a $12.9 million acquisition loan provided by
Lehman Brothers Holdings Inc. d/b/a Lehman Capital, a Division of
Lehman Brothers Holdings Inc.  The loan has been assigned to
LaSalle Bank National Association, as trustee for certain
commercial mortgage pass-through certificates.

Judge Robert A. Mark presides over the case.  The petition was
signed by Oscar A. Garcia, authorized representative.


KENNETH SCHACTER: Ralph DeLuca Buys Metropolis Poster for $1.2MM
----------------------------------------------------------------
A courtroom is not where one usually encounters rare movie
posters, but that's where New Jersey collector Ralph DeLuca made
the score of a lifetime -- a 1927 German poster advertising Fritz
Lang's sci-fi classic Metropolis.

Mr. DeLuca, who owns the film memorabilia Web site
RalphDeLuca.com, outbid three formidable competitors in a Dec. 13
auction at the US Bankruptcy Court in Los Angeles.  He paid $1.2
million to acquire one of only four known examples of the iconic
Metropolis three-sheet.  Two of those four are held in
institutional collections; the other two [including DeLuca's] are
privately owned.

"For a poster I really want, I'll pay serious cash.  I always put
my money where my mouth is," Mr. DeLuca said.

Bidding opened in the courtroom at $740,000, upping the $700,000
private cash offer Mr. DeLuca had tendered previously to the
Bankruptcy Court.  Some of the movie-poster world's top players
were present to chase the cinematic treasure.  They included an
agent for Heritage Auctions, London dealer Bruce Marchant, who
represented UK collector Andrew Cohen; and a rep from Profiles in
History, who bid on behalf of Steve Fishler, owner of Metropolis
Comics.

"If anything surprised me, it was that Heritage was not my main
competitor.  I expected to have to fight them tooth and nail, but
they, and Fishler's representative, were out of the running before
bidding even reached $900,000.  At that point, it was myself
versus Marchant," Mr. DeLuca said.

The battle concluded with Mr. DeLuca's $1.2 million bid for a
group containing the Metropolis poster and eight other items,
including a 1933 King Kong poster, a one-sheet teaser for The
Invisible Man, and other posters.

The auction closed a chapter in the bankruptcy of collector
Kenneth Schacter of Valencia, California.  According to a Dec. 13
Reuters report, Schacter purchased the Metropolis poster seven
years ago for $690,000, using funds he borrowed from an investor
with whom he was to share profits once the poster was resold.
When Mr. Schacter retained the poster in his own collection and
did not resell it, Mannheim filed suit and won a judgment against
Mr. Schacter.

Mr. Schacter did not pay the judgment, but he did file for Chapter
11 bankruptcy protection in December 2011 to reorganize his debts.
His course of action was derailed when Mannheim learned last
March, through an item in The Hollywood Reporter, that the
Metropolis poster was being offered for sale on a Web site for
$850,000.  Consequently, Mannheim asked the Bankruptcy Court to
convert Mr. Schacter's Chapter 11 filing to a Chapter 7
bankruptcy, stating he believed Mr. Schacter was concealing
assets.  The Court sided with Mannheim and re-categorized the
bankruptcy as a Chapter 7, thereby forcing Mr. Schacter to
liquidate his assets. Shortly thereafter, Bankruptcy Trustee John
J. Menchaca took possession of the Metropolis poster and other
items.

When Mr. DeLuca learned of the seizure, he consulted a Los Angeles
bankruptcy attorney who told him it would be possible to present a
private offer to the trustee.

"Ordinarily in an arrangement of that type, a person making an
offer puts up 25 percent and shows proof of funds for the
remainder.  I immediately put up a cashier's check for the full
$700,000 I was offering. The trustee felt it was a good deal."

Ultimately, Trustee Menchaca decided to liquidate the posters
through a courtroom auction, with Mr. DeLuca's $700,000 bid
serving as the opener.

Mr. DeLuca said he is not in a hurry to part with his most
valuable artwork.

"Eventually if I get the right price, I'll sell it.  When I do, it
will be for a world-record price," he said.


LAGUNA BRISAS: Court Approves Johnny Kim as Special Counsel
-----------------------------------------------------------
Laguna Brisas, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the Central District of California to employ
Johnny Kim, Esq., as its special counsel, effective as of Aug. 20,
2012.

Johnny Kim is not related to the Debtor's insider, Andy Kim.

The professional services to be provided by Johnny Kim will
include, among other things, vindicating claims for restitution in
excess of $500,000 and other damages and harms resulting from
excessive and unlawful conduct concerning the origination,
administration and/or servicing of the senior secured promissory
note/loan obligation of Client nominally held by Wells Fargo, NA,
and specially serviced by CW Capital and/or CW Capital Management,
LLC.

The Debtor believes that J. Kim in a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

J. Kim will bill his time in the Debtor's case at $385 per hour.
Of Counsel Attorney James Burger bills at $385 per hour.  Other
attorneys engaged on a contract basis bill at $150 to $350 per
hour depending upon experience and other considerations.

                        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.


LIFECARE HOLDINGS: Creditors' Committee Taps Pachulski & FTI
------------------------------------------------------------
BankruptcyData reported that LifeCare Holdings' official committee
of unsecured creditors filed with the U.S. Bankruptcy Court
motions to retain Pachulski Stang Ziehl & Jones (Contact: Laura
Davis Jones) as counsel at the following hourly rates: partner at
$525 to $975, of counsel at $495 to $745, associate at $395 to
$495 and paralegal at $185 to $275 and FTI Consulting (Contact:
Steven Simms) as financial advisor at the following hourly rates:
senior managing director at $790 to $895, director/managing
director at $570 to $755, consultant/senior consultant at $290 to
$540 and administrative/paraprofessional/associate at $120 to
$235.

                      About LifeCare Holdings

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

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

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

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


LOCATION BASED TECHNOLOGIES: Amends 2012 Report to Correct Errors
-----------------------------------------------------------------
Location Based Technologies, Inc., has amended its annual report
for the fiscal year ended Aug. 31, 2012, to restate revenue and
cost of revenue for PocketFinder devices sold to the Company's
main distributor due to an accounting error and change in
accounting policy.

Revenues are recognized in accordance with Staff Accounting
Bulletin No. 101, Revenue Recognition in Financial Statements, as
amended by SAB No. 104, Revenue Recognition.  The Company has
reevaluated the factors that it used to determine revenue
recognition for devices sold to its distributor and concluded that
it is appropriate to restate revenue and cost of revenue for year
ended Aug. 31, 2012.

Other related accounts affected include allowance for sales
returns, deferred revenue, inventory purchase commitment, device
revenue and cost of revenue.  The Company also amended Footnote 1
"Nature of Operations and Summary of Significant Accounting
Policies" and Item 2 "Management's Discussion and Analysis of
Financial Condition and Results of Operations" to reflect changes
to the financial statements as a result of the restatement.

The Company's restated statements of operations reflect a net loss
of $7.96 million on $948,110 of total net revenue for the year
ended Aug. 31, 2012, compared with a net loss of $8.69 million on
$597,051 of total net revenue as originally reported.

Location Based's restated balance sheet at Aug. 31, 2012, showed
$5.48 million in total assets, $5.41 million in total liabilities
and $72,139 in total stockholders' equity, compared with $5.52
million in total assets, $5.75 million in total liabilities,
$430,700 in commitments and contingencies and a $661,566 total
stockholders' deficit as previously reported.

A copy of the amended Annual Report is available at:

                       http://is.gd/ks75aO

                 About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

Comiskey & Company, the Company's independent registered public
accounting firm, included an explanatory paragraph in its report
on the Company's financial statements for the fiscal year ended
Aug. 31, 2012, which expresses substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$45,000,000.  There is minimal sales history for the Company's
products, which are new to the marketplace.

                         Bankruptcy Warning

The Company remains obligated under a significant amount of notes
payable, and Silicon Valley Bank has been granted security
interests in its assets.

"If we are unable to pay these or other obligations, the creditors
could take action to enforce their rights, including foreclosing
on their security interests, and we could be forced into
liquidation and dissolution.  We are also delinquent on a number
of our accounts payable.  Our creditors may be able to force us
into involuntary bankruptcy," the Company said in its annual
report for the year ended Aug. 31, 2012.


LORUS THERAPEUTICS: Incurs C$1.61-Mil. Net Loss in Nov. 30 Quarter
------------------------------------------------------------------
Lorus Therapeutics Inc. reported a net loss of C$1.61 million for
the three months ended Nov. 30, 2012, compared with a net loss of
C$1.46 million for the three months ended Nov. 30, 2011.

For the six months ended Nov. 30, 2012, the Company had a net loss
of C$2.88 million as compared to a net loss of C$2.58 million for
the six months ended Nov. 30, 2011.

The Company's balance sheet at Nov. 30, 2012, showed
C$3.22 million in total assets, C$1.59 million in total current
liabilities, and stockholders' equity of C$1.63 million.

According to the Company, there is substantial doubt about its
ability to continue as a going concern.  Management has forecasted
that the Company's current level of cash and cash equivalents will
not be sufficient to execute its current planned expenditures for
the next 12 months without further financing being obtained.  "The
Company is currently in discussion with several potential
investors to provide additional funding.  Management believes that
it will complete one or more of these arrangements in sufficient
time to continue to execute its planned expenditures without
interruption.  However, there can be no assurance that the capital
will be available as necessary to meet these continuing
expenditures, or if the capital is available, that it will be on
terms acceptable to the Company."

A copy of the Company's interim statements for the three months
ended Nov. 30, 2012, is available at http://is.gd/dsmgUM

Toronto, Canada-based Lorus Therapeutics Inc. is a life sciences
company focused on the discovery, research and development of
effective anticancer therapies with a high safety profile.  Lorus
has worked to establish a diverse anticancer product pipeline,
with products in various stages of development ranging from pre-
clinical to a completed Phase II clinical trial.


LODGENET INTERACTIVE: Former CEO Gets $1.4MM for Unpaid Salary
--------------------------------------------------------------
LodgeNet Interactive Corporation announced that Rich Battista
departed as President, CEO and director of the Company as of
Jan. 16, 2013.  Frank Elsenbast, the Company's CFO, and James
Naro, the Company's General Counsel, have been appointed interim
co-CEOs.

Pursuant to the terms of a resignation letter agreement, on the
date of his resignation the Company will pay Mr. Battista a lump
sum in the amount of approximately $1.39 million, which amount
includes all accrued and unpaid salary, accrued and unused
vacation, and accrued bonus, plus 12 months of base salary,
minimum guaranteed bonus, and COBRA premiums, less applicable
withholding taxes.  Mr. Battista will also be entitled to the
continued exclusive use of his existing office and parking space
in Los Angeles, California, through March 31, 2013.  No other
payments are owed to Mr. Battista, including under his Employment
Agreement or Key Employee Bonus letter agreement, the relevant
provisions of which were terminated in connection with his
resignation.

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

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

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

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

                           About LodgeNet

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

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

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

                            *    *     *

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

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


LSP MADISON: Moody's Affirms 'Ba2' Rating on Sr. Sec. Term Loan
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating on LSP
Madison Funding, LLC's (Madison Funding, or HoldCo) senior secured
term loan due June 2019. The rating outlook is stable.

RATINGS RATIONALE

The rating affirmation and stable outlook incorporates Moody's
assessment that Madison Funding's plan to remove two assets from
the existing collateral package following the completion of
separate project financings for those assets, and proposal to
subsequently amend the existing HoldCo term loan documentation in
a manner that materially reduces the mandatory repayment
requirements. Moody's views this sponsor-friendly aspect of the
transaction as negative to creditors, the rating affirmation and
stable outlook recognizes additional enhancements made to the
portfolio that partially mitigate the negative credit implications
of the proposed amendment, and help to produce credit metrics that
are similar to those anticipated under the original deal and
consistent with a mid-Ba rating. Assuming the proposed amendment
obtains majority lender approval, the outstanding balance of the
Madison Funding term will be approximately $475 million, a $238
million permanent debt reduction.

Under the terms of the contemplated transactions, the sponsor, LS
Power, is proposing to remove both the Doswell (and Doswell's
project level debt) and Riverside projects from the collateral
package following the completion of two financings scheduled to
close on or about February 1st. Under the original terms of the
credit agreement, the removal of Doswell and Riverside would have
resulted in a mandatory $420 million debt reduction (disposition
amount) of the HoldCo term loan. If approved, the proposed
amendment would result in only a $238 million debt reduction, $182
million less than the original terms, a 43% differential.

Moody's understands that subsequent to the June 2012 closing of
the Madison Funding term loan, a 7.5 year power purchase agreement
(PPA) was executed at the previously merchant Cherokee plant. The
combined removal of Doswell and Riverside assets but including
Cherokee's contracted margins, the level of portfolio contracted
gross margin remains close to the 80% contracted gross margin
during the 2013-2015 period originally forecasted with all the
assets under Moody's conservative forecast. Post-2016 contracted
margin is closer to 50%, when factoring in the contracted Cherokee
margins, whereas it was closer to 30% prior to execution of this
PPA. Moody's further understands that the collateral package will
be moderately enhanced under the proposed amendment as it will
provide lenders with a first lien on a segment of the Blythe
transmission line previously excluded from the collateral package.
While other creditor-benign modifications are being made to the
credit agreement prohibiting the incurrence of incremental debt
and placing limits on distributions, the Cherokee PPA and the
addition of the Blythe collateral represent, in Moody's opinion,
the most tangible mitigating factors for Madison Funding creditors
from the proposed amendment.

From a financial perspective, the credit metrics experience modest
degradation under the company's case and a more conservative
Moody's forecast which assumes flat capacity payments equal to the
most recent four-year average for 2016 and beyond, a 20% cut to
merchant margins and a 10% decline in distributions from the
Blythe asset during the term of the loan. Specifically, Moody's
calculates that under the Moody's forecast during 2013-2015, the
average debt service coverage ratio (DSCR) improves modestly to
2.3x from 2.1x while the average ratio of Funds from Operations to
Debt (FFO/Debt) metric declines to approximately 10.5% from 13.5%
over the same period. Assuming the original terms of the credit
agreement were unchanged (debt was reduced by $420 million),
Moody's calculates that the DSCR and FFO / Debt metrics would have
improved to 3.0x and 15%, respectively, over the same time frame.
Given these metrics and factoring in the incremental benefits of
the Cherokee PPA, it is possible that consideration of a higher
rating may have been warranted had the original deal remained in
place with the term loan being reduced by $420 million.

The stable outlook reflects Moody's expectation that the portfolio
will continue to operate well, that the capacity markets will
continue to provide meaningful contractual cash flow for the
portfolio enabling consistent debt reduction over the life of the
transaction. Moody's notes that the addition of the Cherokee PPA
lengthens the tenor of the portfolio's contracted gross margin
thereby strengthening the portfolio's resiliency.

The rating could face upward rating pressure should the portfolio
show meaningfully improved credit metrics more consistent with a
high-Ba credit. Moody's anticipates that such improvement would
likely occur from more rapid deleveraging of the HoldCo term loan.

The rating could face negative credit pressure should the
project's cash flows decline materially from existing levels.
Moreover, extensive altering to the existing portfolio that, while
resulting in similar financial metrics, leads to a meaningfully
weaker collateral position for HoldCo lenders could also result in
a lower rating.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.


LSP MADISON: S&P Affirms 'BB+' Rating on Senior Secured Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
rating on LSP Madison Funding LLC's senior secured term loan,
based on a planned removal of two key assets and a lower debt pay-
down resulting in a new debt balance of $475 million.  The
recovery rating remains at '2', indicating S&P's expectation of
substantial recovery (70% to 90%) of principal in a default
scenario.  The outlook on the rating is stable.

U.S. project finance entity LSP Madison is planning to remove two
assets that provide nearly one-half of cash flow, Doswell and
Riverside, from its power generation portfolio.  Based on its
credit agreement, in removing the two assets, LSP Madison must pay
down specified debt amounts on each.  For Doswell and Riverside,
these amounts are $200 million and $220 million, respectively.
Instead, LSP Madison is proposing to pay down a lower amount,
resulting in a revised debt balance of $475 million.

With the change to the portfolio, S&P's primary concern is higher
debt outstanding throughout the term of the loan and weaker
financial metrics.  Compared with the original deal (initial
leverage at $209 per kilowatt (kW) excluding project debt, and
$321/kW including it), in the amended transaction leverage would
be $258/kW excluding project debt and $384/kW including it.
Despite the higher debt on a unit basis, S&P still views overall
debt as modest and, under its base case, the project pays down the
term loan by maturity.  Compared with the original deal (minimum
debt service coverage ratio (DSCR) of 2.42x and 2013 to 2018
average DSCR of 6.42x), in the proposed transaction, the minimum
DSCR is 1.98x and for 2013 to 2018 the average DSCR is 4.04x.

"Regarding business risk, we view the portfolio as being weaker
with two major assets eliminated.  However, diversification
measures are similar.  Compared with the current portfolio (3,582
megawatts (MW) of gas-fired and hydro assets across diverse
markets), the portfolio after the asset removal will total
1,843 MW.  Asset mix remains similar, with about one-third of the
portfolio combined-cycle gas turbines assets, 60% combustion
turbine assets, and the remaining a 139 MW hydropower asset in
Pennsylvania.  Contracted margins are also similar, with about 46%
of gross margins contracted.  With the Doswell removal, which had
project-debt associated with the asset, encumbered cash flow
reduces to 13% (from 19% originally).  As before, revenue from
cleared capacity prices, hedges, and power purchase agreements
(PPA; 69% of total revenues through 2015) provides the primary
credit support for the stable outlook," S&P said.

"The stable rating outlook reflects our expectations that the
project's more stable revenue streams, consisting of PPAs, hedged
power prices, and capacity payments, will allow for significant
deleveraging over the loan's tenor, even if merchant power
revenues are weak.  A ratings upgrade is unlikely given the
limited asset diversity, the age of the assets, and the project's
exposure to merchant power revenue.  If the assets underperform
operationally, causing energy gross margins and capacity payment
revenue to fall below expectations, we could lower the ratings.
We could also lower ratings if we materially lower our base-case
assumptions, which would affect our expectations of merchant
revenue.  An adverse change to the business profile or
developments that would lead to greater refinancing risk of over
$100/kW or more could well lead to a downgrade," S&P added.


LYON WORKSPACE: Files Chapter 11 Petition in Illinois
-----------------------------------------------------
Lyon Workspace Products, L.L.C., a manufacturer and supplier of
locker and storage products, sought Chapter 11 protection (Bankr.
N.D. Ill. Lead Case No. 13-2100) on Jan. 19, 2013.

Lyon Workspace, which sought bankruptcy protection together with
7 affiliates, filed a variety of first day motions, including
requests to continue its existing bank accounts at Capital One
Bank, pay prepetition wages of employees, pay sales use and taxes,
and hire Kurtzman Carson Consultants as claims agent.  The Debtors
are also seeking joint administration of their Chapter 11 cases.

A hearing on the first day motions is on Jan. 23, 2013, at 9:30
a.m. before Judge Janet S. Baer.

Lyon Workspace -- http://www.lyonworkspace.com/-- has 400 full-
time employees, 53% of whom are salaried employees.  The weekly
payroll is $200,000.  Eight percent of the employees are members
of the Local Union No. 1636 of the United Steelworkers of America,
A.F.L.-C.I.O.

Lyon Workspace estimated at least $10 million in assets and
liabilities.


LYON WORKSPACE: Proposes KCC as Notice and Claims Agent
-------------------------------------------------------
Lyon Workspace Products, L.L.C., and its affiliates seek an order
appointing Kurtzman Carson Consultants LLC as their notice, claims
and balloting agent.

The Debtors estimate that there are more than 500 potential
creditors and other parties in interest who require notice of
various matters in the Chapter 11 cases. Upon information and
belief, it would be highly burdensome on the Court and the Clerk's
Office to perform the services that KCC will perform.  To relieve
the Clerks' Office of these burdens, the Debtors propose to retain
KCC as their notice, claims, and balloting agent.

The Debtors agreed to provide KCC a retainer of $10,000 as
security for their payment obligations.

On account of its consulting services, KCC personnel will seek
compensation based on a 30% discounted rate:

   Position                            30% Discounted Rate
   --------                            -------------------
Clerical                                   $28 to $42
Project Specialist                         $56 to $98
Technology/Programming Consultant          $70 to $140
Consultant                                 $87 to $140
Senior Consultant                         $157 to $192
Senior Managing Consultant                    $207

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.  For the interactive voice response in connection with
its call center support services, KCC will charge $0.34 per
minute.

KCC is a "disinterested person" within that term's meaning in
Section 101(14) of the Code.

The claims agent can be reached at:

         KURTZMAN CARSON CONSULTANTS LLC
         2335 Alaska Ave.
         El Segundo, CA 90245
         Attn: Drake D. Foster
         Tel: (310) 823-9000
         Fax: (310) 823-9133
         E-mail: dfoster@kccllc.com

                     About Lyon Workspace

Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- is a
manufacturer and supplier of locker and storage products.  It has
400 full-time employees, 53% of whom are salaried employees.  The
weekly payroll is $200,000.  Eight percent of the employees are
members of the Local Union No. 1636 of the United Steelworkers of
America, A.F.L.-C.I.O.


LYON WORKSPACE: Asks for March 4 Extension to File Schedules
------------------------------------------------------------
Lyon Workspace Products, L.L.C., and its affiliates ask the
Bankruptcy Court to extend to and including March 4, 2013, their
deadline to file their schedules of assets and liabilities,
executory contracts and unexpired leases, as well as statements of
financial affairs.

Given the size and the complexity of their business operations,
the number of creditors, and the fact that certain prepetition
invoices have not yet been received or entered into Debtors'
financial accounting systems, the Debtors have begun, but not yet
finished compiling the information that will be required in order
to complete the Schedules and Statements.  Due to the large scale
of their business, the Debtors have more than 500 creditors.

                     About Lyon Workspace

Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- is a
manufacturer and supplier of locker and storage products.  It has
400 full-time employees, 53% of whom are salaried employees.  The
weekly payroll is $200,000.  Eight percent of the employees are
members of the Local Union No. 1636 of the United Steelworkers of
America, A.F.L.-C.I.O.


LYON WORKSPACE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lyon Workspace Products, LLC
        420 N. Main Street
        Montgomery, IL 60538

Bankruptcy Case No.: 13-02100

Chapter 11 Petition Date: January 19, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Janet S. Baer

Debtor's Counsel: Kathleen A. Stetsko, Esq.
                  Daniel A. Zazove, Esq.
                  PERKINS COIE LLP
                  131 S. Dearborn Suite 1700
                  Chicago, IL 60603
                  Tel: (312) 324-8400
                  Fax: (312) 324-9400
                  E-mail: kstetsko@perkinscoie.com
                          dzazove@perkinscoie.com

Debtor's
Claims and
Notice Agent:     KURTZMAN CARSON CONSULTANTS LLC

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Robert Wanat, chief restructuring
officer.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Pension Benefit           Unpaid                 $7,896,104
Guaranty Corp.            Contributions
Dept 77430
P.O. Box 77000
Detroit MI 48277

Bluecross Blueshield      Medical Claims         $484,729
of Illinois
300 E. Randolph St.
Chicago, IL 6061-5099

Promet Steel, Inc.        Trade Debt             $472,699
900 East 103rd St.
Chicago, IL 60628

Premier Resource Group    Trade Debt             $455,013
246 East Janata Blvd
Ste 262
Lombard, IL 60148

Unarco Material           Trade Debt             $368,791
Handling Inc.
701 16th Ave. East
Springfield, TN 37172

Sherwin Williams          Trade Debt             $367,147
Countryside
5111 Dansher Rd
Countryside, IL 60525

Miller Metals Service     Trade Debt             $340,496
Corp
2400 Bond St.
University Park,
IL 60484

Barsteel Corporation      Trade Debt             $313,153
484 Central Ave
Highland Park, IL 60035

Temple-Inland             Trade Debt             $292,101
PO Box 360853M
Pittsburgh,
PA 15251-6853

Century Steel Corp        Trade Debt             $241,937
300 East Joe Orr Rd
PO Box 38
Chicago Heights,
IL60448

Lexington Steel           Trade Debt             $232,363
Corporation
5443 West 70th PL
Bedford Park, IL 60638

Nashville Wire            Trade Debt             $231,420
Products
199 Polk Ave
Nashville, TN 37210

Trillium Staffing         Trade Debt             $197,490
Solutions

Cardinal Packaging        Trade Debt             $169,211
Products

Ortho Seating, LLC        Trade Debt             $133,942

American Grinders Inc     Trade Debt             $106,221

BTM Installations LLC     Trade Debt             $103,550

Master Lock Co            Trade Debt             $100,126

Xingyi Metal Products     Trade Debt             $96,956

Kilian Manufacturing      Trade Debt             $93,072
Corp

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                          Case No.
     ------                          --------
Pride Metals, L.L.C.                 13-02101
Paris Metal Products, L.L.C.         13-02103
Durand Products, L.L.C.              13-02104
LL & D Group, Inc.                   13-02105
Miller Global Solutions, L.L.C.      13-02106
Lyon Workspace Products, Inc.        13-02107
Sycamore Systems, L.L.C.             13-80175


MERIDIAN SUNRISE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Meridian Sunrise Village LLC
        dba New Meridian L.L.C.
            Sunrise Village
            New Meridian Sunrise Village
        1302 Puyallup Street
        Sumner, WA 98390

Bankruptcy Case No.: 13-40342

Chapter 11 Petition Date: January 18, 2013

Court: U.S. Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

About the Debtor:  The Debtor owns the property known as the New
                   Meridian Sunrise Village in 10507 156th St. E.
                   Puyallup, Washington.  The Debtor has valued
                   the property at $70 million, which property
                   secures debt of $64.4 million to U.S. Bank,
                   National Association.  A copy of the schedules
                   attached to the petition is available at
                   http://bankrupt.com/misc/wawb13-40342.pdf

Debtor's Counsel: James L. Day, Esq.
                  BUSH STROUT & KORNFELD, LLP
                  601 Union Street, Suite 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110
                  E-mail: jday@bskd.com

Scheduled Assets: $70,551,976

Scheduled Liabilities: $65,878,148

The petition was signed by Martin D. Waiss, president of Investco
Financial Corp., manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Capstone Advisory Group, LLC       Consulting Fees         $58,016
Park 80 W. 250 Pehle Avenue, #105
Saddle Brook, NJ 07663

Pierce County Security             --                      $51,697
P.O. Box 958
Tacoma, WA 98401

Puget Sound Energy                 --                      $11,013
BOT-01H
P.O. Box 91269
Bellevue, WA 98009

Hot Yoga Puyallup LLC              Security Deposit         $9,590

SUNRISE 19-25, LLC-Ram Rest        --                       $9,390

Dwyer Pemberton & Coulson, P.C.    Accounting Fees          $8,724

Murrey's Disposal Company Inc.     --                       $7,539

SST GROUP, LLC ?Seattle Suntan     --                       $6,813

WILLIAMS KASTNER & GIBBS PLLC      --                       $6,504

Fro Yo Ventures                    --                       $6,490

Haugen Emerald City Smoothie       Security Deposit         $5,909

Firgrove Mutual Water Company      Utilities                $5,787

G & L Ent Inc.                     Security Deposit         $4,487

Thanh N. Nguyen & Thinh T. Tao     --                       $3,609

Edward D. Jones & Co, LP           --                       $3,136

Finest Wa Wines LLP                --                       $3,000

Games Workshop Retail, Inc.        Security Deposit         $2,857

Christian McClung                  Security Deposit         $2,499

Kent Station Phase I LLC           Marketing Expense        $2,350

Spencer and Associates             Legal Billing            $2,262


METEX MFG: Committee Taps Charter Oak as Financial Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Metex Mfg. Corporation asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to retain Charter
Oak Financial Consultants, LLC as its financial advisor.

Charter Oak will, among other things:

   a) assist the Committee in fulfilling its responsibility to
      monitor the Debtor's financial affairs;

   b) review, interpret, and analyze financial materials,
      including accounting, tax, statistical, financial, and
      economic data concerning the Debtor; and

   c) analyze and advise the Committee on accounting, financial,
      valuation, and related issues that may arise in the course
      of this bankruptcy case.

The hourly rates of Charter Oak's personnel are:

     Senior Managing Directors            $680
     Director                             $505
     Assistant Director                   $437
     Associates                           $375

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

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's case.  The Committee tapped to
retain Charter Oak Financial Consultants, LLC as its financial
advisor.


METRO FUEL: Gets Final OK to Incur DIP Loan, Use Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized, on a final basis, Metro Fuel Oil Corp., et al., to
obtain an additional advance in the amount of $2,000,000 from the
New Lenders, in addition to the amount of advances authorized by
the interim orders, for total authorized advances in the aggregate
amount of not more than $10,000,000 pursuant to the DIP Documents,
the interim orders, and the final order.

As of the Petition Date, the Revolver had an outstanding balance
of $31,693,858, consisting of principal of $31,357,545, accrued
and unpaid interest of $181,248, and prepetition fees and expenses
in an unliquidated amount asserted to be not less than $155,064.

As a condition to the extension of credit under the DIP Facility,
the New Lenders and the Debtors have agreed that proceeds of any
advance made under the DIP Facility will be used exclusively to
pay certain costs relating to the administration of the Cases and
otherwise in a manner consistent with the terms of the DIP
Facility and the Approved Budget, including for ordinary and
necessary operating costs and expenses arising after the Petition
Date or other payments as may be agreed to by the New Lenders. No
portion of the proceeds of any advance under the DIP Facility will
be used, directly or indirectly, to make any payment or prepayment
that is prohibited under the DIP Facility, including any payment
or prepayment relating to the Bank Debt Obligations or Notes
Obligations, subject to subsequent order of the Court.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant replacement liens in
and upon all property of the Debtors constituting Prepetition Bank
Debt Collateral; superpriority administrative expense claim
status, subject to carve out on certain expenses.

The Court also ordered that New Lenders will not be required to
marshal the collateral, and will be authorized to foreclose on and
liquidate any of the collateral as consistent with the DIP
Documents, in any manner or order in the New Lenders' sole and
absolute discretion.

The terms of the DIP Facility includes:

   1. New Lenders: Third Avenue Special Situations (Master) Fund,
      L.P. or one or more of its affiliated funds, and Zell Credit
      Opportunities Master Fund, L.P. or one or more of its
      affiliated funds.

   2. The DIP Notes will bear interest at a per annum rate equal
      to 6% and will be payable in kind and added to the principal
      amount of the DIP Facility during the term of the DIP
      Facility.  PIK Interest will be compounded monthly, and will
      include interest on interest.

   3. The maturity date of the DIP Facility will be the date that
      is the earliest of (a) 90 days after the Petition Date; and
       (b) the closing of a sale of all, substantially all, or a
      material portion of the assets of the Company taken as a
      whole, or of any Debtor individually.

                         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.
Kelley Drye & Warren LLP represents the Committee.


MF GLOBAL: Execs, PwC Call Investors' Case Flimsy
-------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Jon S. Corzine and
fellow executives of MF Global Holdings Ltd., along with its
former auditor PricewaterhouseCoopers LLP, asked a New York
federal judge Wednesday to scuttle a putative class action against
them, saying it lacks the facts to support its allegations of
wrongdoing.

In separate motions to dismiss, the heads of the failed firm and
its erstwhile auditor blasted the accusations that they were
somehow liable for MF Global's meltdown, each asserting that the
suit failed to demonstrate there was anything improper about their
actions, the report said.

                       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.


MICHAELS STORES: Reports Holiday Sales of $1.164 Billion
--------------------------------------------------------
Michaels Stores, Inc., announced net sales for November and
December fiscal periods were $1.164 billion, a 4.6% increase over
the same period last year.  Same-store sales for the two month
period increased 2.4%.

On Nov. 1, 2012, the Company redeemed the remainder of its
outstanding 13% Subordinated Discount Notes.  In addition, during
the fourth quarter, the Company prepaid the remaining $292 million
of its B-1 Term Loans under its Senior Secured Term Loan Facility
using available cash and its Asset-Based Revolving Credit
Facility.

As of Dec. 29, 2012, the Company had approximately $118 million in
cash and $3.02 billion of debt including $125 million outstanding
on its revolving credit facility.

As a reminder, the Company plans to release its fourth quarter
results on Thursday, March 21, 2013, and will conduct a conference
call at 8:00 a.m. CT on that date.  Those who wish to participate
in the call may do so by dialing 866-425-6198, conference ID#
36219948.  The conference call will also be webcast at
www.michaels.com.  To listen to the live call, please go to the
Web site at least 15 minutes early to register and download any
necessary audio software.  The webcast will be accessible for 30
days after the call.

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

The Company's balance sheet at Oct. 27, 2012, showed $1.90 billion
in total assets, $4.27 billion in total liabilities, and a
$2.37 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on April 5, 2012, Moody's Investors Service
upgraded Michaels Stores, Inc.'s Corporate Family Rating to B2
from B3.  "The upgrade of Michaels' Corporate Family Rating
primarily reflects the positive benefits of its continuing
business initiatives which have led to consistent improvements in
same store sales," said Moody's Vice President Scott Tuhy.

In the April 16, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Irving,
Texas-based Michaels Stores Inc. to 'B' from 'B-'.  "Standard &
Poor's Ratings Services' upgrade on Michaels Stores reflects the
improvement in financial ratios following the company's
performance in the important fourth quarter, given the seasonality
of the company's business," said Standard & Poor's credit analyst
Brian Milligan.  "The CreditWatch placement remains effective,
given the pending IPO."


MICHAELS STORES: Moody's Rates $1.64-Bil. Term Loan Due 2020 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 3, 33%) rating to
Michaels Stores, Inc. proposed $1.64 Billion Term Loan due 2020.
All other ratings, including the B2 Corporate Family Rating, were
affirmed. The rating outlook remains positive.

Proceeds from the offering will be used to repay the remaining
$1.495 Billion currently outstanding (after the prepayment of $292
million of its B-1 term loan during its fourth fiscal quarter) as
well as redeem approximately $137 million of their 11.375% Senior
Subordinated notes and to pay related fees and expenses. The
rating assigned to the proposed notes are subject to receipt and
review of final documentation. The proposed transaction is
positive for the company as it will lower the company's overall
interest expense while extending its maturity profile.

The following rating was assigned:

$1,640 million senior secured term loan due 2020 at B1 (LGD 3,
33%)

The following ratings were affirmed and LGD assessments amended:

Corporate Family Rating at B2

Probability of Default Rating at B2 - PD

$1,000 million senior unsecured notes due 2018 at B3 (LGD 5, 77%
from LGD 5, 76%)

$393 million senior subordinated notes due 2016 at Caa1 (LGD 6,
94%)

Speculative Grade Liquidity Rating at SGL-2

The following ratings were affirmed, and are expected to be
withdrawn upon repayment following closing of the new Term Loan:

$1,495 million senior secured term loan due 2016 at B1 (LGD 3,
34%)

RATINGS RATIONALE

The B1 rating assigned to the proposed $1.64 billion senior
secured term loan is one notch higher than the B2 Corporate Family
Rating reflecting its security interest in certain assets of the
company and the significant level of junior capital in Michaels'
capital structure.

Michaels' B2 Corporate Family Rating reflects the company's
improving but very sizeable debt burden, with debt/EBITDA of 6.0
times as of October 27, 2012. It also recognizes Michaels'
leadership position in the highly fragmented arts and crafts
segment, its high operating margins and its good liquidity
profile. The rating considers that Moody's believes operational
initiatives, such as its direct sourcing initiatives and
increasing private label brand penetration, will enable the
company to sustain consistently high operating margins. The rating
also takes into consideration the company's participation in some
segments that have greater sensitivity to economic conditions,
such as its custom framing business.

The positive rating outlook reflects expectations that the ratings
could be upgraded if the company is able to sustain positive
trends in sales and maintain its high operating margins while
utilizing cash flow to repay debt. The company has reduced debt
during 2012, while also showing positive growth in sales and
operating earnings. Quantitatively, ratings could be upgraded if
debt/EBITDA reached 5.25 times and EBITA/interest expense was
sustained above 2.0 times.

In view of the positive rating outlook, ratings are unlikely to be
downgraded in the near term. If the company was unable to make
further progress toward deleveraging over the next 12 to 18
months, or its financial policies became more aggressive
(utilizing its cash balance to fund a distribution to
shareholders, for example), the rating outlook could be revised to
stable. Ratings could be lowered if the company were to see
reversal of recent positive trends in sales. Quantitatively,
ratings could be lowered if debt/EBITDA were to approach 6.5
times.

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

Michaels Stores, Inc. is the largest dedicated arts and crafts
specialty retailer in North America. The company operated 1,099
Michaels stores in 49 states and Canada and 127 Aaron Brothers
stores as of October 27, 2012. The company primarily sells general
and children's crafts, home decor and seasonal items, framing and
scrapbooking products. Total sales are in excess of $4 billion.


MIR PRINTING: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: MIR Printing & Graphics
        21333 Deering Court
        Canoga Park, CA 91304

Bankruptcy Case No.: 13-10404

Chapter 11 Petition Date: January 18, 2013

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Victoria S. Kaufman

Debtor's Counsel: Ovsanna Takvoryan, Esq.
                  TAKVORYAN LAW GROUP, A PROFESSIONAL CORP
                  550 N. Brand Boulevard, Suite 1640
                  Glendale, CA 91203
                  Tel: (818) 484-8161
                  Fax: (818) 484-2126
                  E-mail: ovsanna@takvoryanlawgroup.com

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

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

A copy of the Company's list of its 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-10404.pdf

The petition was signed by Robert Mirzakhanian, president.


MOMENTIVE PERFORMANCE: Proposes to Issue $1.1-Bil. Senior Notes
---------------------------------------------------------------
Momentive Specialty Chemicals Inc. announced that Hexion U.S.
Finance Corp., a wholly owned subsidiary of the Company, is
proposing to issue $1.1 billion aggregate principal amount of
6.625% First-Priority Senior Secured Notes due 2020 in a private
offering that is exempt from the registration requirements of the
Securities Act of 1933, as amended.  The Notes will be guaranteed
on a senior secured basis by the Company and by certain domestic
subsidiaries of the Company.  The Company previously issued $450
million aggregate principal amount of 6.625% First-Priority Senior
Secured Notes due 2020 and the Notes will constitute a single
class of securities with those previously issued notes.

The Company also said it has obtained commitments from financial
institutions for a new $400 million asset-based revolving loan
credit facility, subject to a borrowing base.  The ABL Facility
will replace the Company's existing senior secured credit
facilities and the Company expects to enter into the ABL Facility
as soon as practicable following the completion of the Notes
offering.

Prior to the Company entering into the ABL Facility, the Notes
will be secured by first-priority liens, subject to certain
exceptions, on certain of the Company's and the guarantors'
existing and future domestic assets and will rank pari passu in
priority as to that collateral with the Company's senior secured
credit facilities.  After the Company enters into the ABL
Facility, the Notes will have the benefit of a first-priority lien
on certain notes priority collateral and a second-priority lien on
the ABL priority collateral, in each case subject to certain
exceptions.

The Company intends to use the net proceeds from the offering of
the Notes (i) to repay in full all of the approximately $913
million aggregate principal amount of term loans outstanding under
the Company's senior secured credit facilities, (ii) to purchase
any and all of its outstanding $120 million aggregate principal
amount of Second-Priority Senior Secured Floating Rate Notes due
2014 and (iii) to pay related fees and expenses and for general
corporate purposes.  The proposed offering of the Notes is subject
to market and other conditions, and may not occur as described or
at all.

The Notes are being offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act, and outside the
United States, only to non-U.S. investors in reliance on
Regulation S.  The Notes will not be initially registered under
the Securities Act or any state securities laws and may not be
offered or sold in the United States absent an effective
registration statement or an applicable exemption from
registration requirements or a transaction not subject to the
registration requirements of the Securities Act or any state
securities laws.

The Company priced $1.1 billion Senior Secured Notes at an issue
price of 100.750%.  The closing of the offering of the notes is
expected to occur on Jan. 31, 2013, and is subject to customary
conditions.

                Has $120 Million Notes Tender Offer

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

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

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

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

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

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

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

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

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

                     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: Signs Various Transactions Relating to Notes
-----------------------------------------------------------------
Momentive Specialty Chemicals Inc. previously announced that
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, which were issued to lenders in
exchange for loans, which were retired in full, of Momentive
Specialty Chemicals Holdings LLC, the parent of the Company.

On Jan. 14, 2013, the Company entered into the following
transactions:

   (1) A Second Supplemental Indenture governing the Notes, to an
       indenture, dated as of Jan. 29, 2010, a copy of which is
       available for free at http://is.gd/Gy4PFr

   (2) A registration rights agreement pursuant to which the
       Company and the Note Guarantors will use their commercially
       reasonable efforts to register with the Securities and
       Exchange Commission notes having substantially identical
       terms as the Notes as part of offers to exchange freely
       tradable exchange notes for Notes within 365 days after any
       such sale date of the Notes.  A copy of the Agreement is
       available for free at http://is.gd/Z6Mw83

   (3) An amendment to its senior secured credit facility, a copy
       of which is available at http://is.gd/QmzhsM

   (4) A fifth joinder and supplement to the intercreditor
       agreement, dated as of Nov. 3, 2006, among JPMorgan Chase
       Bank, N.A., as intercreditor agent, Wilmington Trust
       Company, as trustee and collateral agent for the existing
       floating rate second-priority senior secured notes due 2014
       and the 9.00% second-priority senior secured notes due
       2020, Wilmington Trust FSB (now known as Wilmington Trust,
       National Association), as trustee and as collateral agent
       for the 8.875% senior secured notes due 2018, Holdings, the
       Company, and each subsidiary of the Company.  Under the
       Joinder to the Second Lien Intercreditor Agreement, the
       Trustee acknowledged and agreed to act as senior agent
       under the Second Lien Intercreditor Agreement on behalf of
       the holders of the Notes.  A copy of the Agreement is
       available at http://is.gd/5Y8V7V

                      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.


MOOG INC: Moody's Says Notes Repurchase No Impact on 'Ba2' CFR
--------------------------------------------------------------
Moody's Investors Service said that Moog Inc.'s announced
redemption of its $200 million senior subordinated notes due 2015
is a moderate credit positive, but will have no rating impact. The
notes were repurchased at par using proceeds from the company's
revolving credit facility.

The principal methodology used in rating Moog Inc. 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.

Moog carries a 'Ba2' corporate family rating with a stable
outlook.

Moog, Inc., headquartered in East Aurora, NY, is a designer and
manufacturer of high performance precision motion control products
and systems for aerospace and industrial markets. The company
operates within five segments: Aircraft Controls, Space and
Defense Controls, Industrial Systems, Components, and Medical
Devices. Moog reported last twelve months ended September 30, 2012
revenues of approximately $2.5 billion.


MOSS FAMILY: Hires Beachwalk Realty as Broker
---------------------------------------------
Moss Family Limited Partnership and Beachwalk, L.P. ask the U.S.
Bankruptcy Court for permission to employ Beachwalk Realty LLC as
broker to sell property at 101 Cottage Camp, Michigan City,
Indiana.  The Debtor said in court filings it is in the best
interest of the estate to liquidate the asset.

                    About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors.  The Debtor disclosed $6,609,576 in assets
and $6,299,851 in liabilities as of the Chapter 11 filing.

The U.S. Trustee has not appointed an official committee of
unsecured creditors


MUSCLEPHARM CORP: Further Amends 4.5MM Shares Prospectus
--------------------------------------------------------
MusclePharm Corporation filed a post-effective amendment no.1 to
the Form S-1 regisration statement relating to its offering of up
to 1,500,000 shares of its Series D Convertible Preferred Stock,
$0.001 par value per share and up to 3,000,000 shares of its
common stock, $0.001 par value per share, in which the Series D
Preferred Stock is convertible.

The Series D Preferred Stock converts at a rate of two shares of
common stock for each share of Series D Preferred Stock, subject
to adjustment.  Further, the conversion of the Series D Preferred
Stock is subject to certain ownership limitations.  Proceeds will
be deposited in an escrow account and returned to investors in
full, without interest or deduction, unless the subscribed shares
of Series D Preferred Stock are sold during the offering period.
Investors will have no right to the return of their funds during
the term of the escrow.

The Series D Preferred Stock is not listed on an exchange, and the
Company does not intend to list the Series D Preferred Stock on
any exchange or market.  The Company's common stock is presently
quoted on the OTCBB under the symbol "MSLP.OB".  On Jan. 15, 2013,
the last reported sale price for the Company's common stock on the
OTC QB was $4.23 per share.

The Company has retained placement agents in this offering, with
GVC Capital LLC acting as representative of the placement agents.
The Company has agreed to pay the placement agents' fees.  The
placement agents are not required to sell any specific number or
dollar amount of its Series D Preferred Stock in this offering,
but will use their reasonable best efforts to solicit orders to
purchase its Series D Preferred Stock offered.

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

                        http://is.gd/OlRqS3

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$7.81 million in total assets, $15.10 million in total
liabilities, and a $7.29 million total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NCL CORPORATION: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Miami, Fla.-based cruise operator NCL Corp. Ltd. to
'BB-' from 'B+'.  S&P removed the ratings from CreditWatch, where
they were placed with positive implications on Jan. 9, 2013.  The
outlook is stable.

At the same time, S&P raised the issue-level rating on the first-
lien senior secured notes due 2016 one notch to 'BB+' from 'BB'.
The recovery rating on this debt remains '1', indicating S&P's
expectation for very high (90% to 100%) recovery for noteholders
in the event of default.

"We also raised the issue-level rating on the senior notes due
2018 one notch to 'BB-' from 'B+' and revised the recovery rating
on this debt to '3' (50% to 70% recovery expectation) from '4'
(30% to 50% recovery expectation).  Recovery prospects for the
2018 notes have improved enough to warrant an upward revision in
the recovery rating following anticipated debt repayment from the
IPO proceeds," S&P noted.

"The action follows the completion of the company's IPO of common
stock, which generated $447 million in gross proceeds not
including the underwriters' overallotment, which will be used for
debt repayment," said Standard & Poor's credit analyst Emile
Courtney.

"This will result in a significant reduction in debt and a
moderate decrease in interest expense, and an improved financial
risk assessment on the company.  Following the IPO, our
expectation for lease and port commitment-adjusted debt to EBITDA
in 2013 will improve to the high-4x area from the high-5x area
previously, and our expectation for funds from operation (FFO) to
total adjusted debt will improve to around 16% in 2013 from the
low-teens percentage area previously.  In addition, we believe
that EBITDA coverage of interest expense will improve to about 4x
in 2013.  These leverage and coverage measures would be in line
with an "aggressive" financial risk assessment, in our view,
compared with a "highly leveraged" financial risk assessment
previously.  Additionally, anticipated leverage measures in 2013
after debt repayment from IPO proceeds would represent a good
cushion compared with the 5.5x threshold for debt to EBITDA and
the 15% threshold for FFO to total debt that we believe are in
line with the 'BB-' rating on NCL," S&P added.

The 'BB-' corporate credit rating on Miami, Fla.-based NCL Corp.
Ltd. reflects Standard & Poor's Ratings Services' assessment of
the company's financial risk profile as "aggressive" and S&P's
assessment of its business risk profile as "fair," according to
its criteria.

S&P's assessment of NCL's business risk profile as fair is based
on its position as the third largest cruise operator in the North
American market (behind Carnival Corp. and Royal Caribbean Cruises
Ltd.), significant capital requirements to fund new ship building,
an inability to pull back spending once a ship order is committed,
and the cruise industry's sensitivity to the economic cycle.
Management's success in executing operating improvements over
the past few years partly offsets these risk factors.

"We believe the cruise sector has, to a large extent, recovered
from the impact of the Costa Concordia grounding and should
experience low-single-digit net yield growth in 2013.  We believe
NCL's future bookings pertaining to 2013 itineraries are pricing
better compared with the prior-year period.  For 2013, we have
incorporated into the ratings an expectation of a low-single-digit
increase in net revenue yield and a low-teen percentage EBITDA
increase factoring in capacity growth due to the scheduled April
2013 delivery of Norwegian Breakaway.  Downside risks to our
performance expectation for NCL stem primarily from slowing
economic growth and sovereign debt issues in Europe," S&P added.


NEW ORLEANS AUCTION: Seller of Chinese Seal Wins $8,325 Judgment
----------------------------------------------------------------
Bankruptcy Judge Elizabeth W. Magner granted Kurt Wille, who
entered into an agreement with New Orleans Auction Galleries,
Inc., in late 2010 for the sale of several consigned items in a
January 2011 auction, including a Chinese Seal, judgment for
$8,325 against the trust liquidating the gallery's assets.  The
Court denied Mr. Wille's request for leave to file a proof of
claim and another request to compel return of property.  Mr. Wille
has not received any payment from the gallery for the sale of the
Chinese Seal.

A copy of the Court's Jan. 15, 2013 Reasons For Decision is
available at http://is.gd/2YMO23from Leagle.com.

Based in New Orleans, Louisiana, New Orleans Auction Galleries
Inc. filed for Chapter 11 bankruptcy protection on April 1, 2011
(Bankr. E.D. La. Case No. 11-11068).  Judge Elizabeth W. Magner
presides over the case.  Stewart F. Peck, Esq., Christopher T.
Caplinger, Esq., and Joseph Patrick Briggett, Esq., at Lugenbuhl
Wheaton Peck Rankin & Hubbard, represent the Debtor.  The Debtor
selected Pontchartrain Financial LLC as financial advisor, and
Patrick Gros CPA as accountant.  The Debtor estimated assets of
$100,000 and $500,000, and debts of $1 million and $10 million.

The gallery's assets were purchased by Cakebread Art Antiques
Collectables, Inc., a firm owned by Houston businesswoman Susan
Krohn, at an auction on June 1, 2012.  Auction Central News
reports that the purchase price was not disclosed, although there
has been speculation within New Orleans' antiques trade that it
was in the vicinity of $1.5 million.

NOA's Disclosure Statement was approved on April 26, 2012.  NOA's
Sixth Amended Plan of Reorganization with Immaterial Modifications
was confirmed on June 1, 2012.  As part of its Plan, NOA sold
substantially all of its assets.  Priority, administrative and
secured claims were paid following the sale.  NOA established the
NOAG Litigation Trust for the purpose of liquidating any remaining
assets and distributing the residual sale proceeds to unsecured
claimants.  David Adler, was appointed Trustee of the Trust.


NEWLEAD HOLDINGS: Enters Into Coal Reserve Property Agreement
-------------------------------------------------------------
NewLead Holdings Ltd. on Jan. 17 disclosed that the Company has
entered into an agreement to acquire title and excavation rights
in properties containing 18.6 million tons of estimated coal
reserves for $11.0 million.  NewLead also entered into an
agreement to acquire ownership and leasehold interests in
properties containing approximately 143.1 million tons of coal for
$55.0 million.

Michael Zolotas, President and Chief Executive Officer of NewLead,
stated, "We have expanded our recently launched commodities
business with the agreement to acquire an estimated 18.6 million
tons of coal reserves.  We are in the process of acquiring
additional coal properties with reserves estimated at
approximately 143.1 million tons.  Once we have acquired all of
the assets, our coal reserves will consist primarily of sub
bituminous B coal, which is 13,500 BTU with low sulfur.  We will
also have 'Blue Gem' and 'Rich Mountain' seams of coal, highly
sought after in the international market.  We believe that our
international shipping expertise will allow us to exploit the
demand for these coal reserves."

Michael Zolotas continued, "In entering the mining business, we
undertook to secure supply contracts for the coal reserves.
Consequently, we entered into two agreements to supply coal to
third parties.  These agreements are expected to generate $873.5
million of revenue over a three-year period.  Based on our
projections of operating costs, we believe that these sales will
have healthy margins and will generate significant cash flow with
which to fund continued growth.  We intend to supplement the
supply agreements by allowing contract miners to mine and pay us a
royalty for coal removed."

            Coal and Natural Gas Reserve Acquisitions

As of December 28, 2012, NewLead entered into an agreement to
acquire title and mineral excavation rights to 5,000 acres of land
in Kentucky.  The coal reserves in these properties are estimated
to be approximately 18.6 million tons.  The transaction is subject
to execution and delivery of certain definitive agreements and
other closing conditions, but is currently expected to close by
January 29, 2013.  There can be no assurance that the transaction
will be consummated.  The consideration of $11.0 million was paid
in the form of notes maturing on January 29, 2013. The notes do
not accrue interest, but remain subject to a guaranty by the
initial purchaser and are secured by a mortgage lien and a
security interest in the assets being purchased.

NewLead has also entered into an agreement to acquire ownership
and leasehold interests in 18,335 acres in Tennessee containing
coal and natural gas and other natural resources.  The agreement
contemplates that the Company will acquire rights, title, permits
and leases to coal mines with total reserves estimated at 143.1
million tons.  The transaction is subject to execution and
delivery of certain definitive agreements and other closing
conditions, but is currently expected to close in February 2013.
There can be no assurance that the transaction will be
consummated.  The agreement contemplates that consideration of
$55.0 million shall be payable in cash in two installments; $30.0
million at closing and the remaining $25.0 million on the first
anniversary of the closing.

The estimated reserves stated above are as determined by
independent appraisals.  The methodology used by the independent
appraisers was not compliant with the methodology required by the
Securities and Exchange Commission ("SEC") in reserve reports and,
accordingly, should not be relied upon.  Such reserve information
is only provided to give the best currently available information.
NewLead is undertaking to obtain reserve reports that comply with
SEC methodology. Such reports may differ materially from the
information provided herein.

The properties in Tennessee and Kentucky also include natural gas
wells and projects relating to extraction of timber, sand, gravel,
fly ash and dimension stone. Third parties are currently
extracting these commodities on the properties and paying
royalties.

                      Coal Supply Contracts

NewLead signed two coal supply contracts with creditworthy
counterparties for the sale of coal to such parties.  Annual
revenue from these two contracts is expected to be $184.7 million
in the first year, $318.4 million in the second year and $370.4
million for the third and final year.

The first contract provides for the sale of 70,000 tons of coal
per month for the first 12 months (840,000 tons annually),
increasing to 140,000 tons per month for the second year (1.68
million tons annually) and 210,000 tons per month for the third
year (2.52 million tons annually). All tonnage is subject to a
variation of 5%.  The price was established based on the
prevailing market price for coal at the time the contract was
entered into.

The second contract provides for the sale of 130,000 metric tons
per month for the first 12 months (1.56 million metric tons
annually), increasing to 210,000 metric tons per month for the
second and third years (2.52 million metric tons annually). All
tonnage is subject to a variation of 5%.  The price was
established based on the prevailing market price for coal at the
time the contract was entered into.

NewLead intends to source the coal to meet such contracts from the
estimated reserves discussed above, but to the extent it is unable
to do so, it will be required to seek to source the coal from
other suppliers at the prevailing prices.

                        Management Company

NewLead also entered into an agreement to acquire a local coal
mining management company in exchange for compensation, paid in
the form $3.0 million in common shares of NewLead and a warrant
for $6.4 million in common shares of NewLead.  Such acquisition is
subject to a number of terms and conditions and there is no
assurance it will be consummated.  The management company shall be
responsible for managing the daily operations of the coal mines
and the excavation of the coal from the properties.

                      About NewLead Holdings

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

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


NINNEKAH QUICK: 10th Cir. Rules on Absolute Priority Rule
---------------------------------------------------------
The case, DILL OIL COMPANY, LLC; DANNY DILL; NANCY DILL,
Appellants, v. ARVIN E. STEPHENS; KAREN J. STEPHENS, f/d/b/a
Ninnekah Quick Mart, Appellees, NATIONAL ASSOCIATION OF CONSUMER
BANKRUPTCY ATTORNEYS, Amicus Curiae, No. 11-6309 (10th Cir.),
presents an issue of first impression for the Tenth Circuit:
whether the 2005 amendments to the Bankruptcy Code exempt
individual Chapter 11 debtors from the absolute priority rule.
The bankruptcy court answered this question in the affirmative.
It confirmed the Debtors' proposed plan of reorganization over
certain creditors' objections that the plan violated the absolute
priority rule.  On appeal, the bankruptcy appellate panel
certified the case for direct appeal.  Exercising jurisdiction
under 28 U.S.C. Section 158(d)(2)(A) and 158(a)(1), a three-judge
panel of the Tenth Circuit reversed the bankruptcy court's order
confirming the plan and remand for further proceedings.

Arvin E. Stephens and Karen J. Stephens, f/d/b/a/ Ninnekah Quick
Mart, LLC, filed for relief under Chapter 11 of the Bankruptcy
Code on June 30, 2010.  The Debtors owned a chain of convenience
stores for which Dill Oil Company LLC was the primary supplier of
gasoline and gas station products.

Dill Oil and Danny and Nancy Dill objected to confirmation of the
Debtors' proposed plan of reorganization filed Dec. 30, 2010, on
the ground that the plan violated the absolute priority rule,
which bars junior claimants, including debtors, from retaining any
interest in property when a dissenting class of senior creditors
has not been paid in full.  Due to the rising price of gas and a
diminishing customer base, the Debtors' stores began operating at
a loss.  Eventually, the Debtors became liable to the Dills for
approximately $1.8 million.  In December 2008, the Debtors
executed mortgages in favor of the Dills on various tracts of real
estate, including a house and farmlands.  The Dills' mortgages,
however, were subordinate to existing mortgages on the properties.

Pursuant to the plan, the Dills would be paid approximately
$15,000 as a secured creditor, but their remaining claim would be
considered unsecured.  The Debtors would retain possession and
control of their property; the Dills would receive a monthly
payment for five years, totaling about 1% of their unsecured
claim.

Because their vote constituted approximately 96% of Class 8's
claims, the Dills' rejection precluded approval of the plan under
11 U.S.C. Sec. 1129(a).

On May 20, 2011, the bankruptcy court entered an order confirming
the plan under Sec. 1129(b)'s "cram down" mechanism.  The Dills
argued that the plan was unconfirmable because it violated the
absolute priority rule.  The bankruptcy court rejected this
contention, holding instead that the plain language of the
Bankruptcy Abuse Prevention and Consumer Protection Act abrogated
the absolute priority rule as to individual Chapter 11 debtors.

The Dills timely filed a notice of appeal on June 1, 2011, seeking
reversal of the confirmation order.  The Dills proceeded to the
bankruptcy appellate panel, which sua sponte issued a
certification of final order for direct appeal to the Tenth
Circuit based on its determination that the case presents a
question of public importance for which there is no controlling
law.

The Bankruptcy Appellate Panel for the Ninth Circuit and five
bankruptcy courts (one of which was affirmed by a district court)
have adopted a "broad view," holding that the BAPCPA amendments
eliminate the absolute priority rule as applied to an individual's
entire estate.  In contrast, the Fourth Circuit and 17 bankruptcy
courts have reached the opposite conclusion, holding that the
BAPCPA amendments only exempt from the absolute priority rule that
property which 11 U.S.C. Sec. 1115 adds to an individual estate --
not the pre-petition property already defined by Sec. 541.  In
other words, Sec. 1115 includes only post-petition property and
earnings.

Advocates of the broad view emphasize that the BAPCPA amendments
evince an intent to model Chapter 11 on Chapter 13, which has no
absolute priority rule.  They also emphasize that abolishing the
absolute priority rule with respect to individual debtors does not
leave unsecured creditors without any power or protection.
Instead, unsecured creditors can rely on the safeguards of Sec.
1129(a)(15)'s disposable income test.

In contrast, those ascribing to the narrow view argue that,
"[e]ach one of these new provisions," even where modeled on
Chapter 13, "appears designed to impose greater burdens on
individual chapter 11 debtor's rights so as to ensure a greater
payout to creditors."  Narrow view proponents urge that if
Congress intended to abolish the absolute priority rule with
respect to individual debtors, "it would have done so in a far
less convoluted way."  Congress could have raised Chapter 13's
debt ceiling or expressly exempted individual debtors at the
beginning of Sec. 1129(b)(2)(B)(ii).  Moreover, BAPCPA's
legislative history lists several debtor protections but makes no
mention of eliminating the absolute priority rule.  Advocates for
the narrow view argue that, had Congress intended such a drastic
change, it surely would have included the amendment in its list of
debtor protections.  Instead, the amendments are best understood
as preserving the status quo.

"Because both the statutory language and Congress's intent are
ambiguous, we heed the presumption against implied repeal," the
Tenth Circuit said.

"The statutory language and legislative history lack any clear
indication that Congress intended to erode a pillar of creditor
bankruptcy protection."
The absolute priority rule originated in the late 1800s as a
judicial invention that was primarily employed in the context of
railroad reorganizations.

A copy of the Tenth Circuit's Jan. 15, 2013 opinion is available
at http://is.gd/YWTRRcfrom Leagle.com.


NTP MARBLE: Meeting to Form Creditors' Panel on Feb. 1
------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Feb. 1, 2013, at 10:00 a.m. in
the bankruptcy case of NTP Marble Inc.  The meeting will be held
at:

         Office of the United States Trustee
         833 Chestnut Street, Suite 501
         Philadelphia, PA 19107

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

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

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

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

NTP Marble Inc. dba Colonial Marble & Granite filed a Chapter 11
petition (Bankr. E.D. Pa. Case No. 13-10087) on Jan. 4, 2011 in
Philadelphia, Pennsylvania Albert A. Ciardi, III, Esq., at Ciardi
Ciardi & Astin, P.C, in Philadelphia, serves as counsel to the
Debtor.  The Debtor estimated $1 million to $10 million in assets
and $1 million to $10 million in liabilities.


O&G LEASING: Indenture Trustee Withdraws First Amended Plan
-----------------------------------------------------------
First Security Bank, the indenture trustee for holders of
prepetition debentures, notified the U.S. Bankruptcy Court for the
Southern District of Mississippi that it has:

   -- withdrawn its First Amended Chapter 11 Plan for O&G Leasing,
      LLC and Performance Drilling Company, LLC; and

   -- terminated the Asset Purchase Agreement with Hunter
      Drilling, LLC and Red Mountain Resources, Inc.

The Court has held in abeyance, pending further order of the
Court, the Indenture Trustee's motion for appointment of a Chapter
11 trustee.  In its motion seeking a trustee, First Security
claimed that:

   1. The Debtors have failed to demonstrate that they have the
      ability to obtain a confirmed plan within a reasonable
      period of time;

   2. Past and present performance of the Debtors and little
      prospect for the Debtors' rehabilitation; and

   3. The Debtors have failed to communicate with their primary
      secured creditor concerning the collateral, operations and
      other matters.

Competing plans were proposed by the Debtor and First Security.

The Indenture Trustee's plan contemplates that Red Mountain
Resources or its newly formed subsidiary Hunter Drilling,
will purchase the Debtors' assets.

The Debtor's plan promises to pay general unsecured creditors at
the rate of $100,000 per quarter so that those creditors are paid
in full within six or seven quarters, whereas more senior
creditors (Class 2 2009 Senior Debentures and Class 4 2009
Subordinated Debentures) are to be paid over 8 and 10 years,
respectively.

                         About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholy-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
tArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.

The Company filed for Chapter 11 bankruptcy protection on May 21,
2010 (Bankr. S.D. Miss. Case No. 10-01851).  Douglas C. Noble,
Esq., at McCraney, Montagnet Quin & Noble, PLLC, in Ridgeland,
Mississippi, assists the Debtor in its restructuring effort.  BMC
Group, LLC, serves as the Debtor's voting agent.  The Debtor
estimated $10 million to $50 million in assets and $50 million to
$100 million in debts.

Performance filed a separate petition for Chapter 11 relief
(Bankr. S.D. Miss. Case No. 10-01852) on May 21, 2010.
Performance estimated assets and debts of between $1,000,000 and
$10,000,000 in its petition.

The Debtors filed on July 1, 2011, their Plan of Reorganization
[Dkt #407] and an accompanying Disclosure Statement [Dkt #408] for
which approval is being sought pursuant to Section 1125 of the
Bankruptcy Code.

First Security Bank, as Trustee, filed on July 22, 2011, its
Indenture Trustee's Chapter 11 Plan [Dkt #423], and an
accompanying Disclosure Statement for Its Chapter 11 Plan [Dkt
#425] on July 26, 2011, for which approval is also being sought
pursuant to Section 1125 of the Bankruptcy Code.


OMEGA NAVIGATION: Compromise Denied, Settlement Approved
--------------------------------------------------------
BankruptcyData reported that U.S. Bankruptcy Court issued an order
denying Omega Navigation Enterprises' application, pursuant to
Bankruptcy Rule 9019, to compromise controversy regarding an
insider settlement.

The controversy, according to the report, relates to George
Kassiotis (who previously served as Omega's president, C.E.O. and
a director), his proof of claim for unpaid prepetition wages and a
$5.5 million promissory.  The Company's junior lenders had
objected to the motion and its official committee of unsecured
creditors had filed a conditional objection.

Separately, the Court approved the Company's motion to approve a
settlement agreement with senior lenders, the BankruptcyData
report said.  According to documents filed with the Court, "the
Debtors have proposed a Settlement Agreement with the Senior
Lenders that, as granted herein, fully resolves the Senior Lender
Dispositive Motions, the Administrative Claim Motion, the Greece
Litigation, the English Litigation and the Show Cause Order, as
well as rendering moot the Senior Lenders' pending appeal of this
Court's Order denying the Senior Lender 2011 Motions," the report
related.

The order continues, "This Court acknowledges the Debtors'
representation that it is highly desirable to achieve a fair
'walk-away' resolution for both the Debtors and the Senior
Lenders.  Based on its independent observations over the 18-month
course of these cases, this Court accepts such representations as
being made in good faith," the report added.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OVERSEAS SHIPHOLDING: Sr. Lenders Object to CEXIM & DSF Financing
-----------------------------------------------------------------
BankruptcyData reported that Overseas Shipholding Group's working
group of senior lenders under the 2006 credit agreement filed with
the U.S. Bankruptcy Court a limited objection to the CEXIM and DSF
financing motions.

Documents filed with the Court explain, "Although the Working
Group understands that the Debtors are seeking to preserve the
value of the CEXIM and DSF vessels, this option must be
effectuated in a manner that provides OIN (as the proposed DIP
lender) with market terms that a third party DIP lender would be
willing to accept. Notably, the CEXIM and DSF Debtors are special
purpose entities whose sole purpose is to own vessels and
therefore these Debtors have no other material assets. Merely
providing OIN with pari passu liens on these vessels is not enough
and the Working Group submits that in these circumstances any
third party DIP lender would insist on priming liens particularly
when there is ample evidence that the prepetition secured
lenders," the report related.

                    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.


PEARLMONT LLC: Chapter 11 Case Summary & Unsecured Creditor
-----------------------------------------------------------
Debtor: Pearlmont LLC
        71 Montvale Avenue
        Montvale, NJ 07645

Bankruptcy Case No.: 13-10964

Chapter 11 Petition Date: January 18, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Leonard S. Singer, Esq.
                  ZAZELLA & SINGER, ESQS.
                  36 Mountain View Boulevard
                  Wayne, NJ 07470
                  Tel: (973) 696-1700
                  Fax: (973) 696-3228
                  E-mail: zsbankruptcy@gmail.com

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

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

The petition was signed by Alfred R. Caggia, member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Borough of Montvale                --                      $12,000
Mercedes Drive
Montvale, NJ 07645


PEDEVCO CORP: To Further Restate 2011 Report to Correct Errors
--------------------------------------------------------------
On May 23, 2012, the Board of Directors of PEDEVCO CORP., formerly
Blast Energy Services, Inc., concluded that the consolidated
financial statements of the Company for the year ended Dec. 31,
2011, should no longer be relied upon and should be restated in
order to correct two errors discovered subsequent to their
original issuance.  These errors were as follows:

   * $87,668 of improperly deferred costs associated with the
     Eagle Ford Asset acquisition.

   * $19,200 of improper intercompany profit eliminations related
     to intercompany transactions between Condor Energy Technology
     LLC and the Company.

On Dec. 12, 2012, the Board of Directors of the Company concluded
that the consolidated financial statements of the Company for the
year ended Dec. 31, 2011, should no longer be relied upon and
should be restated in order to correct the Company's accounting
for the fully vested non-forfeitable stock award issued to
investor relations consultants.  The Company originally recorded
the $69,667 value of the award as a stock service receivable in
the balance sheet as performance was not required until the
Company had completed a reverse merger transaction, at which time
the 18 month service period would commence.  Because the award is
fully vested and non-forfeitable and the Company has no ability to
compel specific performance, the Company reconsidered its
accounting for this transaction and concluded that the appropriate
treatment should have been to expense the value of the award in
full.  These consolidated financial statements are being restated
to reflect this correction.

As a result, the Company intends to restate its consolidated
balance sheet and consolidated statement of operations.

A copy of the filing is available for free at:

                       http://is.gd/lVMRXw

                       About PEDEVCO Corp.

PEDEVCO Corp., d/b/a Pacific Energy Development  (OTCBB:PEDO) is a
publicly-traded energy company engaged in the acquisition and
development of strategic, high growth energy projects, including
shale oil and gas assets in the United States and Pacific Rim
countries.  The company's producing assets include its Niobrara
Asset located in the DJ Basin in Colorado, the Eagle Ford Asset in
McMullen County, Texas, and the North Sugar Valley Field located
in Matagorda County, Texas.  The company was founded in early 2011
and has offices in Danville, California and Beijing, China.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million in 2011,
compared with a net loss of $1.51 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$11.62 million in total assets, $3.96 million in total
liabilities, $1.25 million in redeemable series A convertible
preferred stock, and $6.41 million in total stockholders' equity.


PEDEVCO CORP: Files 2nd Amendment to Form S-1 Prospectus
--------------------------------------------------------
Pedevco Corp., formerly known as Blast Energy Services Inc.,
filed with the U.S. Securities and Exchange Commission amendment
no.2 to the Form S-1 registration statement relating to the
offering of an undertermined shares of the Company's common stock.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "PEDO."  On Jan. 11, 2013, the last reported bid
price per share of the Company's common stock as quoted on the
OTCBB was $2.15.  The Company intends to apply to list its common
stock on the NYSE MKT.

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

                         http://is.gd/CuuLHt

                         About PEDEVCO Corp.

PEDEVCO Corp., d/b/a Pacific Energy Development  (OTCBB:PEDO) is a
publicly-traded energy company engaged in the acquisition and
development of strategic, high growth energy projects, including
shale oil and gas assets in the United States and Pacific Rim
countries.  The company's producing assets include its Niobrara
Asset located in the DJ Basin in Colorado, the Eagle Ford Asset in
McMullen County, Texas, and the North Sugar Valley Field located
in Matagorda County, Texas.  The company was founded in early 2011
and has offices in Danville, California and Beijing, China.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million in 2011,
compared with a net loss of $1.51 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$11.62 million in total assets, $3.96 million in total
liabilities, $1.25 million in redeemable series A convertible
preferred stock, and $6.41 million in total stockholders' equity.


PENNFIELD CORP: Cargill Completes Asset Purchase Agreement
----------------------------------------------------------
Cargill on Jan. 17 disclosed that it has secured the winning bid
to complete the acquisition of two animal feed mills from
Lancaster, Pa.-based Pennfield Corporation for $9.8 million in a
bankruptcy proceeding.  The acquisition will be finalized Jan. 21,
2013, and Cargill will assume ownership.

Under terms of the agreement, Cargill acquired Pennfield's animal
feed mills and associated assets located in Mount Joy and
Martinsburg, Pa.  To facilitate the sale of its assets, Pennfield
filed voluntary Chapter 11 Bankruptcy petitions in U.S. Bankruptcy
court for the Eastern District of Pennsylvania in October 2012.

Cargill's preliminary bid was filed with the bankruptcy court on
Dec. 28, 2012.  The judge then set a court date of Jan. 17, 2013,
to allow for a simultaneous live auction of other bids received
during the interim time frame and a confirmation of the ultimate
bid which would provide the best combination of fit and value for
the secured creditors in the bankruptcy estate.

"We are thrilled to add Pennfield's state-of-the-art facilities
and knowledgeable employees to the Cargill family," said Rob
Sheffer, group director, for Cargill's Northeast region.  "The
deal not only expands our footprint in the region but it also
provides us with additional capabilities and opportunities to
serve new customer segments and enhance our offerings for existing
customers in the region."

Jennifer Horn, former director of administration and family member
of Pennfield will join Cargill as administration team lead, where
she will be responsible for overseeing Pennfield customer and
employee communications.  "We believe the employees and customers
of Pennfield could not have received a better outcome than being
part of the Cargill family," Ms. Horn said.  "Cargill is not only
a market leader but also a family-owned organization that shares
the same values and commitment to providing the best products for
our customers."

                           About Cargill

Cargill -- http://www.cargill.co-- is an international producer
and marketer of food, agricultural, financial and industrial
products and services.  Founded in 1865, the privately held
company employs 142,000 people in 65 countries.

                   About Pennfield Corporation

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: Meeting to Form Creditors' Panel Tomorrow
-----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Jan. 23, 2013, at 1:00 p.m. in
the bankruptcy case of Penson Worldwide, Inc., et al.  The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 2112
         Wilmington, DE 19801

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

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

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

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

                      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.


PINNACLE AIRLINES: Path From Chapter 11 May Run Through Delta Air
-----------------------------------------------------------------
Reuters reported that Pinnacle Airlines Corp won bankruptcy court
approval for agreements that it said pave the way for the regional
carrier to emerge from Chapter 11 as a unit of Delta Air Lines.

U.S. Bankruptcy Court Judge Robert Gerber signed an order that
allows Pinnacle to form a restructuring accord with Delta, the
report related. The carrier's reorganization plan, which will
allow Delta to acquire equity in Pinnacle after Pinnacle emerges
from bankruptcy, must be filed by Feb. 15.

Pinnacle's new business plan calls for it to operate 81 two-class
regional jets for Atlanta-based Delta.

The Memphis, Tennessee, regional carrier filed for Chapter 11 in
April 2012, pressured by debt and high fuel prices. At the time of
the filing, Pinnacle said it would rework contracts with Delta and
end the flying it had done for United Airlines and US Airways
Group, Reuters recalled.

Reuters said the judge also approved an amendment to Pinnacle's
debtor-in-possession credit facility that provides $30 million of
additional liquidity for continued operation and an additional $22
million to pay pilots. A new labor pact with Pinnacle's pilots was
also approved.

Without the agreements, Pinnacle would face "significant risk" of
having to cease operations by February, the carrier said in its
motion, Reuters noted.

                     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.


POWERWAVE TECHNOLOGIES: Amends Q3 Form 10-Q to Address Comments
---------------------------------------------------------------
Powerwave Technologies, Inc., has amended its quarterly report on
Form 10-Q for the fiscal period ended Sept. 30, 2012, for the sole
purpose of re-filing Exhibit 10.1 that was originally filed with
the original Form 10-Q to address comments the Company received
from the Staff of the Commission in response to a confidential
treatment request filed by the Company with respect to certain
portions of Exhibit 10.1.

No other changes have been made to the Form 10-Q.  The Amendment
speaks as of the original filing date of the Form 10-Q, does not
reflect events occurring after the original filing date or modify
or update those disclosures that may be affected by subsequent
events, and no other changes are being made to any other
disclosure contained in the Form 10-Q or any exhibits.

As required by Rule 12b-15 under the Securities Exchange Act of
1934, as amended, new certifications by the Company's principal
executive officer and principal financial officer are being filed
as exhibits to the Amendment pursuant to Rule 13a-14(a) of the
Exchange Act.  However, the Company is not including
certifications pursuant to Section 1350 of Chapter 63 of Title 18
of the United States Code (18 U.S.C. 1350) as no financial
statements are being filed with this Amendment.

A copy of Exhibit 10.1 (Credit Agreement) is available at:

                        http://is.gd/k2o5DJ

                   About Powerwave Technologies

Powerwave Technologies, Inc., headquartered in Santa Ana, Calif.,
is a global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

According to the quarterly report for the period ended July 1,
2012, the Company has experienced significant recurring net losses
and operating cash flow deficits for the past four quarters.  The
Company's ability to continue as a going concern is dependent on
many factors, including among others, its ability to raise
additional funding, and its ability to successfully restructure
operations to lower manufacturing costs and reduce operating
expenses.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.


PRINCE SPORTS: Settles Tennis Net Patent Fight with Wilson
----------------------------------------------------------
Bill Donahue of BankruptcyLaw360 reported that Wilson Sporting
Goods Co. has agreed to drop claims that bankrupt Prince Sports
Inc. infringed its patented design for portable tennis and
vollyball nets, according to settlement documents filed Thursday.

The two companies filed a joint motion in Illinois federal court
asking that the case be dismissed, but offered no details on the
terms of the agreement, the report said.  Neither company answered
requests Friday for more information on the settlement, BLaw360
noted.

                        About Prince Sports

Prince Sports, Inc. and its U.S. affiliates filed voluntary
petitions for Chapter 11 reorganization (Bankr. D. Del. Lead Case
NO. 12-11439) on May 1, 2012, with a Chapter 11 plan that
contemplates the transfer of ownership to Authentic Brands Group
(ABG)-Prince LLC.

Founded in 1970, Prince Sports has a 42-year track record of
developing premium quality products for the racquet sports
industry.  The Company pioneered many innovative designs,
including the "oversized" racquet, the "longbody" racquet, and
technology for racquet applications such as Triple Threat, 03 and
EX03.  Prince sells its products through brands like "Ektelon,"
which sells racquetball racquets, footwear and gloves and "Viking
Athletics," through which it sells platform tennis paddles, balls
and gloves.  Prince is distributed in over 100 countries.

Lincolnshire Management Inc. acquired Prince from Benneton Group,
the parent company of United Colors of Benneton, in 2003.
Lincolnshire Management sold Prince to Nautic Partners in August
2007.

The Debtor has a Chapter 11 plan where (ABG)-Prince LLC, which
acquired the secured debt from GE Capital and Madison Capital,
will be acquiring 100% of the new equity in exchange of the
discharge of the debt.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  The Debtors have also tapped FTI Consultin, Inc., to
provide David J. Woodward as Chief Restructuring Officer, and
provide additional personnel. Epiq Bankruptcy Solutions LLC is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case.


QUICK-MED TECHNOLOGIES: Paul Jenssen Replaces Nam Nguyen as CFO
---------------------------------------------------------------
Mr. Nam Nguyen has resigned as Chief Financial Officer and
corporate secretary effective as of Jan. 10, 2013, and will
continue to provide ongoing transition services through
approximately Jan. 18, 2013.

The Company was grateful to Mr. Nguyen for his years of service.
There were no disagreements between Mr. Nguyen and any officer or
director of the Company.

Effective as of January 10, the Company appointed Mr. Paul
Jenssen, 56, as its Chief Financial Officer, corporate treasurer
and secretary.  Mr. Jenssen will be working under a consulting
agreement, will be paid a weekly retainer of $1,120 for the first
eight hours of work.  Time above eight hours will be paid at
$125/hour, with a certain discount for the initial period.  In
addition he may be granted stock options at the Company's
discretion.

Mr. Jenssen has over 35 years of experience in strategic planning,
process improvement, finance and accounting.  He started his
career at Deloitte Touche (1978-1984) before becoming Treasurer at
Associated Press (1984-1998).  In addition to working as a
consultant since 1998, he was the CFO, COO and a Senior Managing
Director at Rothschild North America investment bank (1998-2006).
From 2006 until the present, Mr. Jenssen was the President of
Jenssen Consulting, a business involved in providing strategic
planning, process improvement, finance and accounting related
services.

Mr. Jenssen is a CPA, has an MBA from Columbia University in New
York and has held several securities licenses.

There is no family relationship between Mr. Jenssen and any of the
other executive officers or directors of the Company.

                         About Quick-Med

Gainesville, Fla.-based Quick-Med Technologies, Inc., is a life
sciences company focused on developing proprietary, broad-based
technologies in the consumer and healthcare markets.  Its four
core technologies are: (1) Novel Intrinsically Micro-Bonded
Utility Substrate (NIMBUS(R)), a family of advanced polymers bio-
engineered to have antimicrobial, hemostatic, and other properties
that can be used in a wide range of applications, including wound
care, catheters, tubing, films, and coatings; (2) Stay Fresh(R), a
novel antimicrobial based on sequestered hydrogen peroxide, that
can provide durable antimicrobial protection to items such as
textiles through numerous laundering cycles; (3) NimbuDerm(TM), a
novel copolymer for application as a persistent hand sanitizer
with long lasting protection against germs; and (4) MultiStat(R),
a family of advanced patented methods and compounds shown to be
effective in skin therapy applications.

The Company's balance sheet at Sept. 30, 2012, showed $1.4 million
in total assets, $9.8 million in total liabilities, and a
stockholders' deficit of $8.4 million.

Daszkal Bolton LLP, in Boca Raton, Florida, expressed substantial
doubt about Quick-Med's ability to continue as a going concern.
The independent auditors noted the the Company has experienced
recurring losses and negative cash flows from operations for the
years ended June 30, 2012, and 2011, and has a net capital
deficiency.


RAY THOMAS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ray Thomas Petroleum Company, Inc.
        P.O. Box 338
        Shelby, NC 28151-0338

Bankruptcy Case No.: 13-40034

Chapter 11 Petition Date: January 18, 2013

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Shelby)

Judge: J. Craig Whitley

Debtor's Counsel: Ashley K. Neal, Esq.
                  RAYBURN, COOPER & DURHAM, P.A.
                  227 West Trade Street, Suite 1200
                  Charlotte, NC 28202
                  Tel: (704) 334-0891
                  Fax: (704) 377-1897
                  E-mail: aneal@rcdlaw.net

                         - and ?

                  Paul R. Baynard, Esq.
                  RAYBURN, COOPER & DURHAM, P.A.
                  227 West Trade Street, Suite 1200
                  Charlotte, NC 28202
                  Tel: (704) 334-0891
                  Fax: (704) 377-1897
                  E-mail: pbaynard@rcdlaw.net

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

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

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
TPC Realty, LLC                         13-40035
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petition was signed by L. Ray Thomas, president.

A. A copy of Ray Thomas Petroleum's list of its 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/ncwb13-40034.pdf

B. A copy of TPC Realty's list of its two unsecured creditors is
available for free at:
http://bankrupt.com/misc/ncwb13-40035.pdf


RG STEEL: Asks Court for Liquidating Trustee to Wind Up MSC
-----------------------------------------------------------
Debtor RG Steel Wheeling, LLC, has filed a Complaint against SNA
Carbon, LLC, and Mountain State Carbon, LLC ("MSC"), in connection
with several agreements entered into in 2005 between its
predecessor, Wheeling-Pittsburgh Steel Corporation, and SNA Carbon
(an affiliate of Defendant Severstal US Holdings, LLC) to form
MSC, the purpose of which was to have a dedicated source of high
grade coke for their competing steelmaking businesses.

Severstal and its affiliates purchased Wheeling-Pitt in 2008.  In
March 2011, Severstal sold its equity interest in Severstal
Sparrows Point, LLC, which was the indirect owner of Wheeling-Pitt
(then known as Severstal Wheeling, Inc.), to RG Steel, LLC.  RG
Wheeling is a subsidiary of RG Steel and is the successor, through
Severstal Wheeling, to Wheeling-Pitt's membership interest in MSC.

The Complaint states that relations between SNA Carbon, MSC, and
RG Wheeling deteriorated almost immediately after the acquisition
and never recovered.  In May 2012, the parties became embroiled in
a dispute over payments for coke shipments from MSC.  Before the
dispute could be resolved, RG Wheeling filed for Chapter 11
protection on May 30, 2012.

Using its bankruptcy filing as a pretext, and in violation of the
automatic stay, RG Wheeling says SNA Carbon has deprived the
Company of its membership interest in MSC, and particularly its
management rights under the LLC Agreement.  Shortly after the
filing, Severstal blocked RG Wheeling from participating in the
direction of MSC's operations or governance, stripping RG Wheeling
of the opportunity to maximize the value of its interest in MSC
for the benefit of its creditors, the Complaint relates.

RG Wheeling seeks a declaration that it did not cease to
be a member of MSC upon the filing of its Chapter II petition.  RG
Wheeling further seeks an order enjoining SNA Carbon (i) from
continuing to deprive RG Wheeling of its rights appurtenant to its
membership interest in MSC, including its right to appoint
representatives to MSC's board of managers; and (ii) from
interfering with the restoration of all of RG Wheeling's
rights appurtenant to its membership

Given the inability of SNA Carbon and RG Wheeling to cooperate in
the management of MSC, RG Wheeling also requests that the Court
order the judicial dissolution of MSC and the appointment of a
liquidating trustee for MSC to wind up its affairs and sell its
assets for maximum value.

On Jan. 4, 2013, Severstal filed a motion for an order modifying
the automatic stay pursuant to 11 U.S.C. Sec. 362(d)(2) to permit
it to enforce a security interest purportedly granted by RG
Wheeling in its membership interest in MSC.  Severstal contends in
the motion that RG Steel owes it $100,677,778 on a secured
promissory note issued by RG Steel in connection with its
acquisition of Severstal's equity interest in Severstal Sparrows
Point in March 2011, that it has a lien on RG Wheeling's
membership interest in MSC in the amount of the unpaid principal
and accrued interest on the promissory note, and that its lien
exceeds the value of RG Wheeling's membership interest in MSC.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Has Court Nod to Pay Prepetition Claims of Trial Experts
------------------------------------------------------------------
Bankruptcy Judge Kevin J. Carey has authorized WP Steel Venture
LLC, et al., to pay the prepetition claims of certain trial
experts totaling $81,040 in connection with the collapse of the
No. 4 Bridge Crane and related damages.

As reported in the TCR on Jan. 10, 2013, a predecessor of RG Steel
Sparrows Point, LLC, filed a complaint in the U.S. District Court
for the District of Maryland against Kinder Morgan Bulk Terminals,
Inc., for negligence and breach of contract following the loss of
the No. 4 Bridge Crane.  RG Steel asserted that the overall
monetary damages resulting from the collapse of the Bridge Crane
are in excess of $20 million.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Committee Wants Leave to Pursue Claims vs. Ira Rennert
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of WP Steel Venture,
LLC, et al., asks the Bankruptcy Court for authorization to
commence, prosecute and settle certain claims and causes of action
on behalf and for the benefit of the Debtors' estate against Ira
L. Rennert, the controlling manager of the Debtors.

The Committee cites these claims and causes of action arise from
these breaches of fiduciary duties committed by Mr. Rennert: (a)
Rennert's failure to cause the Debtors to file for bankruptcy in
December 2011, instead delaying the inevitable bankruptcy in
order to allow Rernert's alter ego, The Renco Group, Inc., to
transfer a portion of its equity interests in the Company's parent
in an attempt to avoid potential liability for the Debtors'
underfunded pension plans, and as a result, causing the already
hopelessly insolvent Debtors to be layered with hundreds of
millions of dollars in secured putative indebtedness; (b)
Rennert's refusal to cause the Debtors to file for bankruptcy
before expiration of a cure period for defaults under a coke
supply agreement, instead delaying the bankruptcy in order to
negotiate debtor-in-possession "financing" with the Debtors'
prepetition senior agent to dissuade the agent from drawing down
$50 million in cash collateral that Renco had posted under the
Debtors' prepetition senior secured loans, which delay caused the
Debtors' joint venture to purportedly terminate the coke supply
agreement and probably resulted in a loss of significant amount --
if not a complete loss -- of value of the Debtors' interests in
the said joint venture; and (c) Rennert's exertion of personal
influence over the Debtors' prepetition senior agent and taking
certain actions to prevent the agent from drawing down on most of
the cash collateral that Renco posted.

The Committee says it believes that prosecuting the Rennert Claims
would be appropriate and may provide recoveries in excess of
$238 million for the Debtors' estates and creditors.  The
Committee believes that the Debtors will not pursue the Rennert
Claims because such claims are against the Debtors' sole equity
owner and and controlling manager, the Committee adds.

                          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.


RICHFIELD EQUITIES: Has Access to DIP Financing Until Jan. 25
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved a stipulation between Richfield Equities, L.L.C and
Comerica Bank extending from Jan. 11, 2013, to Jan. 25, 2013, the
termination date under final order authorizing postpetition
financing and granting adequate protection.  A copy of the
approved budget is available for free at
http://bankrupt.com/misc/richfieldequities_Loan-extension.pdf

                     About Richfield Equities

Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18.

Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal.  Debtors are a vertically-integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors' operations include two (2) landfills, two (2) transfer
stations, and collection and hauling operations.

The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.

As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank.  The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.

Joseph M. Fischer, Esq., Robert A Weisberg, Esq., and Christopher
A. Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel.  Quarton Partners
serves as their investment banker.

Wolfson Bolton PLLC represents the Official Committee of Unsecured
Creditors of Richfield Equities, L.L.C., et al., as counsel.

Judge Daniel S. Opperman oversees the cases.

The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.




ROTECH HEALTHCARE: Amends Report on $25MM Loan to Add Exhibit
-------------------------------------------------------------
Rotech Healthcare Inc. has amended its current report on Form 8-K,
originally filed on Dec. 21, 2012, to include as exhibit a copy of
its term loan credit agreement with Silver Point Finance, LLC.  No
other changes have been made to the Original Report.

On Dec. 21, 2012, the Company entered into a new term loan credit
agreement with Silver Point, as administrative agent and SPCP
Group, LLC (an affiliate of Silver Point Finance, LLC), as initial
lender relating to a term loan credit facility in an aggregate
principal amount of $25 million.  Pursuant to the Credit
Agreement, the Company borrowed $23.5 million of the Facility on
Dec. 21, 2012.  The remaining $1.5 million portion of the Facility
that is not borrowed at that time may be borrowed on or before
Jan. 1, 2014, so long as certain limited conditions as set forth
in the Credit Agreement are satisfied.

The Facility replaces and repays commitments and loans under the
Company's Credit Agreement, dated as of March 17, 2011, and,
assuming the Company will borrow $1.5 million under the Delayed
Draw Facility, increases available liquidity in the Company by
approximately $15 million.  In addition to repaying amounts
outstanding under the 2011 Credit Agreement and fees and expenses
associated with the Facility, the proceeds of the Facility should
provide the Company with additional flexibility to address
anticipated competitive changes and opportunities in the industry
and working capital needs supporting the Company's business plans.

The loans under the Facility will mature on April 30, 2015.  The
Credit Agreement does not require any amortization payments in
respect of the loans and the entire principal amount is due at
maturity.  All borrowings under the Facility participate in a
first priority security interest in substantially all of the
Company's and the subsidiary guarantor's assets with the Company's
$230 million in aggregate principal amount of 10.75% senior
secured notes due Oct. 15, 2015.

Amounts under the Facility bear interest at (i) the LIBOR Rate
plus 10.0% per annum or, at the Company's option, (ii) a
fluctuating rate plus 9.0% per annum.  Interest is payable
monthly.  The default rate under the Facility is 3.0% per annum
above the otherwise applicable interest rate.  A "ticking" fee on
the commitments in respect of the Delayed Draw Facility in an
amount equal to 500 basis points per annum will begin accruing
from March 31, 2013, to the Delayed Draw Termination Date and
shall be due and payable in cash on a monthly basis.

To the extent the Company or any of its restricted subsidiaries
obtain net cash proceeds from the incurrence of indebtedness not
permitted to be incurred pursuant to the Credit Agreement,
issuances of equity by the Company, asset sales or
insurance/condemnation events, mandatory prepayments of the loans
will be required, subject to exceptions set forth in the Credit
Agreement.

Those mandatory prepayments and any voluntary prepayments are
subject to a premium of (i) 6.0% in the case of a prepayment made
on or prior to Dec. 31, 2013 (or 4.5%, if that prepayment is made
in connection with a change in control) and (ii) 3.0% in the case
of a prepayment made on or after Jan. 1, 2014, through and
including Dec. 31, 2014.  Prepayments made on or after Jan. 1,
2015, are not subject to a premium.  Any commitment reductions in
respect of the Delayed Draw Facility after March 31, 2013, are
subject to a premium of 6%.

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

                         http://is.gd/cPH9cw

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $255.76
million in total assets, $601.98 million in total liabilities and
a $346.22 million total stockholders' deficiency.

                         Bankruptcy Warning

"In the event that we lack the ability to generate adequate cash
to support our ongoing operations, we may need to access the
financial markets by seeking additional debt or equity financing.
As disclosed in our Risk Factors, there may be uncertainty
surrounding our ability to access capital in the marketplace.  The
Company may be unable to secure the $15.0 million in additional
financing permitted to it under the Indentures for our Senior
Secured Notes and our Senior Second Lien Notes or to refinance its
indebtedness on commercially reasonable terms, in which case it
would need to identify alternative options to address its current
and prospective credit situation, such as a sale of the Company or
other strategic transaction, or a transformative transaction, such
as a possible restructuring or reorganization of the Company's
operations which could include filing for bankruptcy protection,"
the Company said in its quarterly report for the period ended
Sept. 30, 2012.

                           *     *     *

As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its rating on Orlando, Fla.-based Rotech
Healthcare Inc. to 'CCC-' from 'B'.  "The ratings reflect Rotech's
highly leveraged financial risk profile, dominated by its weak
liquidity position, high debt burden and overall sensitivity of
credit metrics to the uncertain reimbursement environment," said
Standard & Poor's credit analyst Tahira Wright.

In the Aug. 30, 2012, edition of the TCR, Moody's Investors
Service downgraded Rotech Healthcare, Inc.'s Corporate Family
Rating to Caa3 from B3 and Probability of Default Rating to Caa3
from B2.  This rating action is based on Moody's expectation that
Rotech's liquidity and credit metrics -- which are already weak --
will deteriorate further over the next few quarters.  Moody's
expects continued top-line pressure from Medicare reimbursement
cuts in 2013.


RYAN INT'L: In Liquidation; Ceases Remaining Charter Operations
---------------------------------------------------------------
CH-AVIATION reports that Ryan International Airlines has ceased
all remaining charter operations on January 11 and has entered
liquidation.

The US charter carrier has now terminated the contracts of all of
its employees and parked its remaining fleet of one A330-200, two
B767-300ERs and two MD-83s, ch-aviation relates.

According to the report, CEO Jeff Potter said the overall economy,
the massive decreases in US Department of Defense charter demand
and disputes with Atlasjet Airlines (KK, Antalya (AYT)) over a
wet-lease contract for its A330-200 as the main reasons for the
final decision to liquidate the airline.

                     About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Matthew M. Hevrin,
Esq., and Thomas J. Lester, Esq., at Hinshaw & Culbertson LLP,
serve as the Debtors' counsel.  Silverman Consulting serves as
financial advisor.  The petition was signed by Mark A. Robertson,
executive vice president.

On March 19, 2012, the U.S. Trustee for Region 11 appointed the
official committee of unsecured creditors of the Debtors.  Brian J
Lohan, Esq., Lydia R. H. Slaby, Esq., Matthew A. Clemente, Esq.,
Matthew G. Martinez, Esq., at Sidney Austin LLP, in Chicago; and
Michael G. Burke, Esq., at Sidney Austin LLP, in New York City,
represent the Creditors' Committee as counsel.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.

The Bankruptcy Court later dismissed the Chapter 11 proceeding of
Ryan 763K, a debtor-affiliate of Ryan International.


SATCON TECHNOLOGY: Aims to Put Assets on Auction Block Next Month
----------------------------------------------------------------
Satcon Technology Corp. wants to get its bankruptcy sale process
officially under way, though it hasn't yet lined up a lead bidder
for its assets.

BankruptcyData reported that Satcon Technology filed a motion with
for an order (i) approving bid procedures with respect to the sale
of all, or substantially all of the Debtors' assets; (ii)
approving a procedure for granting stalking horse protections,
(iii) scheduling a hearing to consider the sale; (iv) directing
that notice of the bid procedures and the sale be given and (v)
granting related relief and (B) an order approving the sale in a
form to be filed.

The Court scheduled a Feb. 6, 2013 hearing on the motion.

                      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.


SAVANNAH INTERESTS: Owners Retain Control Under Plan
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia
confirmed the first amended joint Chapter 11 plan filed by
Savannah Interests LLC and Gulfstream Capital Corporation on
July 31, 2012.  The joint plan contemplates that the Debtor will
continue to exist after the Effective Date.  The Reorganized
Debtor will continue to be managed by its sole member, Gulfstream.

Holders of general unsecured claims will be paid by Gulfstream
100% of their claims in equal monthly installments commencing on
the Effective Date, and ending on the date which is five years
after the commencement of the Chapter 11 case.

Holders of equity interests will retain their interests in the
Debtor, in consideration of the interest holder's contribution of
the funds necessary to make payments under the Plan to holders of
priority claims and general unsecured claims.

A copy of the First Amended Joint Chapter 11 Plan is available at:

           http://bankrupt.com/misc/savannah.doc112.pdf

Savannah Interests LLC, based in Conifer, Colorado, filed for
Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-42698) on
Dec. 30, 2011.  Lawyers at Morris, Manning & Martin LLP represent
the Debtor as counsel.  The petition was signed by David Hennessy,
CEO of Gulfstream Capital Corp., managing member.  In its
schedules, the Debtor disclosed $10.64 million in total assets and
$8.65 million in total liabilities.


SECOND INJURY: Mo. Auditor Confirms State Fund Insolvent
--------------------------------------------------------
The Associated Press reports that Missouri State Auditor Tom
Schweich confirms that a state fund for disabled workers is
insolvent.

The news agency relates that Mr. Schweich said Missouri's Second
Injury Fund had barely $3 million as of the end of 2012 but had
unpaid obligations of $28 million.

The fund covers workers' compensation claims for employees who
have previous injuries or disabilities and then suffer a new job-
related injury, the AP notes.

According to the report, auditors and financial analysts have
warned for several years that the fund was on a path toward
insolvency.  But lawmakers have done nothing to address it.

The fund gets its money from a surcharge on workers' compensation
insurance premiums paid by businesses, the report says.

Auditors trace the fund's financial woes to a 2005 law the capped
surcharges at 3%, the AP adds.


SHELDRAKE LOFTS: Court Approves McGrath & Company as Appraiser
--------------------------------------------------------------
Sheldrake Lofts LLC sought and obtained approval from the U.S.
Bankruptcy Court for permission to employ McGrath & Company, Inc.
as Appraiser for Tax Certiorari Matters.

New Rochelle, New York-based Sheldrake Lofts LLC owns several
contiguous parcels of real property in the Village of Mamaroneck
situated along the Sheldrake River: 270 Waverly Avenue, 206-208
Waverly Avenue, 188 Waverly Avenue.  It filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-23650) on Aug. 10, 2010.
David H. Wander, Esq., at Davidoff, Malito & Hutcher, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets at $50 million to $100 million and its debts at $10 million
to $50 million as of the Petition Date.


SINO-FOREST CORP: Plan Implementation Date Expected for Jan. 23
---------------------------------------------------------------
Sino-Forest Corporation on Jan. 21 disclosed that the Plan
Implementation Date, the date on which the Company's CCAA Plan of
Compromise and Reorganization dated December 3, 2012 is to become
effective, has been extended with the consent of the Initial
Consenting Noteholders and the Monitor and is now expected to
occur on Jan. 23, 2013.  All capitalized terms not otherwise
defined herein are as defined in the Plan.

In addition, as a result of the addition of another defendant to
the list of Named Third Party Defendants under the Plan, the
amount of the reserve for Unresolved Claims against Sino-Forest to
be created under the Plan has been further reduced from $28.5
million to an aggregate amount of $1.7 million.  As a result of
the further reduction in the Unresolved Claims Reserve, more than
98.5% of the Newco Notes and Newco Shares will be distributed to
Affected Creditors of Sino-Forest with Proven Claims in connection
with the implementation of the Plan.

                     About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption.  The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


STELLAR BIOTECHNOLOGIES: Incurs $5.2-Mil. Net Loss in 2012
----------------------------------------------------------
Stellar Biotechnologies, Inc., filed on Jan. 15, 2013, its annual
report on Form 20-F for the fiscal year ended Aug. 31, 2012.

D&H Group LLP, the Company's independent accountants, noted that
management of the Company has included a "going concern"
disclosure as described in Note 1 of the Company's Consolidated
Financial Statements for the year ended Aug. 31, 2012.  "Without
raising additional financial resources or achieving profitable
operations, there is substantial doubt about the ability of the
Company to continue as a going concern.  If the Company is unable
to meet these necessary requirements, it will not be able to
fulfill its business plan and be forced to reduce certain
operations or cease operations altogether."

The Company reported a net loss of $5.2 million on $286,054 of
revenues for fiscal 2012, compared with a net loss of $3.6 million
on $697,187 of revenues for fiscal 2011.

The Company's balance sheet at Aug. 31, 2012, showed $1.5 million
in total assets, $692,268 in total liabilities, and stockholders'
equity of $851,610.

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

Stellar Biotechnologies, Inc., was formed through a reverse merger
transaction with Stellar Biotechnologies Inc., a corporation
incorporated under the laws of the State of California on Sept. 9,
1999.  Stellar is a biotechnology research and production company
involved in the production and marketing of Keyhole Limpet
Hemocyanin ("KLH") as well as the development of new technology
related to the culture and production of KLH and subunit KLH
("suKLH") formulations.  Stellar is the only company dedicated
solely to developing and commercializing KLH.




SURGICAL ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Surgical Associates, Inc.
        6465 South Yale Avenue
        Tulsa, OK 74136

Bankruptcy Case No.: 13-10081

Chapter 11 Petition Date: January 17, 2013

Court: U.S. Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Dana L. Rasure

Debtor's Counsel: Steven W. Soule, Esq.
                  HALL, ESTILL, HARDWICK, GABLE, ET AL
                  320 South Boston Avenue, Suite 200
                  Tulsa, OK 74103-3706
                  Tel: (918) 594-0466
                  E-mail: ssoule@hallestill.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/oknb13-10081.pdf

The petition was signed by Mark R. Reese, M.D., president.


THELEN LLP: Ex-Partner Clawback Deal Paves Way for More Pacts
-------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that a New York
bankruptcy judge on Wednesday approved a $475,000 clawback
settlement with eight former partners of bankrupt law firm Thelen
LLP, an agreement that paves the way for further settlements with
highly compensated partners who left before the firm's dissolution
in 2008.

All of the settling partners agreed to repay the firm for
purportedly failing to meet certain capital requirements required
by compensation they received in 2007 and 2008, according to
Thelen's Chapter 7 trustee Yann Geron of Fox Rothschild LLP, the
report said.

                         About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


THQ INC: Panel Seek to Retain Houlihan Lokey as Fin'l Advisor
-------------------------------------------------------------
BankruptcyData reported that THQ's official committee of unsecured
creditors filed with the U.S. Bankruptcy Court a motion to retain
Houlihan Lokey Capital as financial advisor and investment banker
for the following fees: a monthly fee of $150,000 the first month,
$100,000 for each of the next two months and $50,000 for each
month thereafter.  Additionally Houlihan Lokey Capital will be
paid a deferred fee, equal to 5% of the value, in excess of
$3 million of all assets designated by the applicable deferred fee
transaction.

                          About THQ Inc.

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.


TIGER MEDIA: Expects $9 Million Net Income for 2012
---------------------------------------------------
Tiger Media, Inc., has provided preliminary unaudited financial
results for the full year 2012 and three months ended Dec. 31,
2012, which reflect the impact of the recently announced
divestiture of Search Media International Holdings and its
subsidiaries.

For the full year 2012, the Company anticipates its revenue will
be classified as discontinued operations, after giving effect to
the aforementioned divestiture of SMIL in the 4th quarter of 2012
including the divestiture of related party revenue from these
subsidiaries.  The results from these are presented as income from
discontinued operations and included in the net profit of the
Company.  As a result, the Company anticipates net income of $9
million for 2012 mainly due to the gain on divestiture of various
subsidiaries within 2012.

As of Dec. 31, 2012, the Company had approximately $7 million in
cash and cash equivalents, $6 million of working capital and $8
million of total assets.

Peter W. H. Tan, chief executive officer of Tiger Media, remarked,
"We have been able to realize significant progress in the
evolution of our business during 2012, transitioning from our
legacy operations to strategic transactions with high profile
partners.  These concessions possess higher margins, longer terms
and greater strategic value.  In addition, we have several new
strategic concessions and transactions in progress that will
create additional long-term revenue opportunities, strengthen and
diversify our offerings in China's media sector, deepen our
national presence and further enhance shareholder value.  We
intend to keep our investors up to date and make additional
announcements as these endeavors evolve."

The Company expects to complete its annual 20-F filing prior to
the April 30, 2013, deadline.

A copy of the press release is available for free at:

                        http://is.gd/HDT8ec

                         About Tiger Media

Tiger Media, Inc., formerly known as SearchMedia Holdings Limited,
is a nationwide multi-platform media company and one of the
largest operators of integrated outdoor billboard and in-elevator
advertising networks in China.  SearchMedia operates a network of
high-impact billboards and one of China's largest networks of in-
elevator advertisement panels in 50 cities throughout China.
Additionally, SearchMedia operates a network of large-format light
boxes in concourses of eleven major subway lines in Shanghai.
SearchMedia's core outdoor billboard and in-elevator platforms are
complemented by its subway advertising platform, which together
enable it to provide a multi-platform, "one-stop shop" services
for its local, national and international advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the company's consolidated financial
statements for the year ended Dec. 31, 2011.  The independent
auditors noted that the Company has suffered recurring losses and
has a working capital deficiency of roughly $31,000,000 at
Dec. 31, 2011, which raises substantial doubt about its ability to
continue as a going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
US$39.88 million in total assets, US$35.41 million in total
liabilities, and US$3.49 million in total shareholders' equity.


TIGER MEDIA: Phillip Frost Owns 32.5% of Ordinary Shares
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Phillip Frost, M.D., and Frost Gamma
Investments Trust disclosed that, as of Dec. 26, 2012, they
beneficially own 10,334,790 ordinary shares of Tiger Media, Inc.,
representing 32.5% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/ei3h4h

                         About Tiger Media

Tiger Media, Inc., formerly known as SearchMedia Holdings Limited,
is a nationwide multi-platform media company and one of the
largest operators of integrated outdoor billboard and in-elevator
advertising networks in China.  SearchMedia operates a network of
high-impact billboards and one of China's largest networks of in-
elevator advertisement panels in 50 cities throughout China.
Additionally, SearchMedia operates a network of large-format light
boxes in concourses of eleven major subway lines in Shanghai.
SearchMedia's core outdoor billboard and in-elevator platforms are
complemented by its subway advertising platform, which together
enable it to provide a multi-platform, "one-stop shop" services
for its local, national and international advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the company's consolidated financial
statements for the year ended Dec. 31, 2011.  The independent
auditors noted that the Company has suffered recurring losses and
has a working capital deficiency of roughly $31,000,000 at
Dec. 31, 2011, which raises substantial doubt about its ability to
continue as a going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
US$39.88 million in total assets, US$35.41 million in total
liabilities, and US$3.49 million in total shareholders' equity.


TRIBUNE CO: Names Peter Liguori as Chief Executive Officer
----------------------------------------------------------
Keach Hagey at Daily Bankruptcy Review reports that television
veteran Peter Liguori was elected chief executive of the Tribune
Co. during the media company's first board meeting since emerging
from bankruptcy.

Bruce Karsh, the president of major shareholder Oaktree Capital
Management, was named chairman of the board, according to the
report.  The report relates that Eddy Hartenstein, Tribune's
former CEO, will remain on the board and continue to serve as
publisher of the Los Angeles Times and CEO of Los Angeles Times
Media Group.

                         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.


TRINSEO SA: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Luxembourg-incorporated and U.S.-based Trinseo
S.A., the parent holding company of Trinseo Materials Operating
S.C.A. (collectively Trinseo).  The outlook is stable.

"We assigned our 'B+' issue rating and '4' recovery rating to the
company's proposed $1.3 billion senior secured note issue.  The
'4' recovery rating indicates our expectations for average
recovery (30%-50%) in the event of a payment default.  Proceeds
from the proposed notes are expected to be utilized to pay down
the entire amount of approximately $1.2 billion outstanding under
the existing term loan," S&P said.

"We assigned our 'BB' rating (two notches above the corporate
credit rating) and '1' recovery rating to subsidiary company
Trinseo Materials' proposed $300 million revolving credit
facility.  The '1' recovery rating indicates our expectations for
very high recovery (90%-100%) in the event of a payment default.
We will withdraw our ratings on the existing $240 million
revolving credit facility and on the term loan following the
successful close of the proposed transaction and the paydown of
the loan as planned.  Ratings are based on preliminary terms and
conditions," S&P noted.

"Our ratings reflect Trinseo S.A.'s aggressive financial profile
and weak business profile as a commodity-oriented producer of
petrochemical products," said Standard & Poor's credit analyst
Paul Kurias.

The stable outlook reflects S&P's expectation that the company
will gradually improve its leverage-related credit metrics over
the next 12 to 15 months so that they are at appropriate levels
for the rating.  S&P expects that a favorable market position in
key segments, such as SB latex and SSBR, and the potential for
growth in certain product lines will at least partly offset the
potential for volatility in other regions and in the lower-margin
plastics business.  S&P also expects that financial policies
management adopts will support the ratings.

"We could lower the ratings if operating performance is lower than
our expectations and adjusted EBITDA does not improve or declines
in 2013 relative to 2012 levels.  We could lower the ratings if
profit margins decline to low single digits and revenue growth
turns negative so that FFO-to-total debt remains below 12% with
limited prospects for improvement, against our expectation for a
steady improvement.  We could also downgrade Trinseo if debt
increases meaningfully because of acquisitions or additional
shareholder rewards, without commensurate improvement to operating
results.  We could also lower ratings if quarterly earnings
unexpectedly weaken so that the company is less likely in our
opinion to exceed its 2012 EBIDTA in 2013.  We do not expect to
raise the ratings unless there is a successful IPO, and the
company uses the proceeds to pay down a meaningful amount of debt.
In such a scenario, we would expect operating performance to at
least remain consistently at current levels, so that the ratio of
FFO-to-total debt is higher than 20% on a sustainable basis after
factoring in potential acquisitions or shareholder rewards.  We
view this scenario as unlikely during the next year," S&P added.


TRIBUNE CO: To Drop Clawback Lawsuits Against Many Top Executives
-----------------------------------------------------------------
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.

Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that the in-court announcement Wednesday 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, the report said.  Lawsuits will
continue against upper-echelon executives such as former Chief
Executive Dennis FitzSimons, who pocketed $47 million out of the
deal, the report said, citing court papers.

Jamie Santo of BankruptcyLaw360 reported the adversary complaints
initially were filed by the committee of unsecured creditors in
2010 in an attempt to recover allegedly preferential payments made
to Tribune executives, but under the confirmed Chapter 11 plan,
roughly 170 of the actions will become property of the reorganized
debtor, the report related.

                         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.


TXU CORP: Bank Debt Trades at 34% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 65.75 cents-on-the-dollar during the week
ended Friday, Jan. 18, 2013, an increase of 0.42 percentage points
from the previous week according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017, and carries
Moody's Caa1 rating and Standard & Poor's CCC rating.  The loan is
one of the biggest gainers and losers among 193 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                        About Energy Future

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

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

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

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

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


USEC INC: Modifies Executive Compensation Program for 2013
-----------------------------------------------------------
The Compensation Committee of the Board of Directors of USEC Inc.
approved changes to the executive compensation program for 2013
for the Company's named executive officers and other executives.
The changes are designed to keep management and the entire
organization focused on critical short-term goals and to provide
for retention of key employees, while not increasing the overall
risk of the program or encouraging excessive risk taking by
executives.  The revised incentive and severance opportunities are
not limited to executives but will be implemented throughout the
Company as appropriate.

The changes decrease the executives' overall target long-term
compensation opportunity by 25% and eliminate the potential for
the executives to earn an award above target (previously the
executives could earn up to 150% of target based on performance).
Although this reflects a temporary move away from equity-based
compensation for the executives for 2013, the named executive
officers each already own significant equity in the Company.  USEC
hopes to be able to return to a more typical executive
compensation program when there is greater certainty regarding the
Company's strategic path.

The changes are summarized below:

  -- Adopted a new performance-based quarterly cash incentive
     program for 2013 to replace the existing quarterly cash
     incentive program that was put in place in 2012.

  -- Suspended the annual incentive program and the long-term
     incentive program for 2013 and shifted the value to the new
     quarterly cash incentive program, with a 25% reduction in the
     target value of the long-term incentive component to take
     into account the reduced program risk as a result of the
     shorter performance measurement period and shift from equity-
     based to cash incentive;

  -- Revised the Company's existing severance arrangements to
     provide increased retentive features and ensure that they are
     market competitive without significantly increasing the
     overall cost of the arrangements; and

   * The named executive officers agreed to revisions to their
     existing change in control agreements to: (1) reduce the
     benefit level from two and a half times annual base salary
     and bonus to two times annual base salary and bonus; (2)
     eliminate the existing excise tax gross up; and (3) eliminate
     the additional pension credit.

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

                        http://is.gd/zcdid6

A copy of the 2013 Quarterly Incentive Plan is available at:

                        http://is.gd/ETeHX3

A copy of the Amended Severance Plan is available at:

                        http://is.gd/AACSOy

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.76 billion in total assets, $3.11 billion in total liabilities,
and $652.2 million in stockholders' equity.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair shareholders' ability to sell or purchase our common stock.
As of September 30, 2012, we had $530 million of convertible notes
outstanding.  A "fundamental change" is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification ... did not trigger a fundamental change.  If a
fundamental change occurs under the convertible notes, the holders
of the notes can require us to repurchase the notes in full for
cash.  We do not have adequate cash to repurchase the notes.  In
addition, the occurrence of a fundamental change under the
convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, our inability to maintain
the continued listing of our common stock on the NYSE or another
national exchange would have a material adverse effect on our
liquidity and financial condition and would likely require us to
file for bankruptcy protection," according to the Company's
quarterly report for the period ended Sept. 30, 2012.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on Bethesda, Md.-based USEC Inc.,
including the corporate credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


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 benficially 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/Lt5q2K

                       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.


VELO HOLDINGS: Urges Judge to Confirm Ch. 11 Reorganization Plan
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that private equity-
held direct marketer Vertrue LLC on Thursday sought a New York
bankruptcy judge's approval of its Chapter 11 reorganization plan,
hoping to secure a quick exit from bankruptcy after reaching a
plan that will see unsecured claim holders almost entirely shut
out.

The marketing services company said the plan is the result of
talks between the company and its principal stakeholders,
including the first-lien agent, certain first-lien lenders and the
official committee of unsecured creditors, the report said.

                        About Velo Holdings

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VERTIS HOLDINGS: Hires Deloitte & World Graphic
-----------------------------------------------
BankruptcyData reported tthat Vertis Holdings filed with the U.S.
Bankruptcy Court a motion to retain Deloitte & Touche (Contact:
Mike Morton) as outside accountant at the following hourly rates:
rates; partner at $570, senior manager at 470, manager at 420,
senior at 340 and staff at 230.  Separately, the Court approved
the Company's motion to retain World Graphic Services as
consultant to the Debtors' Inserts Business, the report added.

                           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.


VITESSE SEMICONDUCTOR: Raging Capital Drops 2 Director Nominees
---------------------------------------------------------------
Raging Capital has withdrawn its letter to Vitesse Semiconductor
Corporation, dated
Nov. 20, 2012, nominating Paul K. McWilliams and Kenneth H. Traub
for election to the Board of Directors of the Company at the 2013
annual meeting of stockholders.

On Jan. 15, 2013, the Company filed with the Securities and
Exchange Commission its proxy statement with respect to the Annual
Meeting identifying Kenneth H. Traub as a member of management's
slate of director candidates up for election at the Annual
Meeting.

Raging Capital Master Fund, Ltd., and its affiliates disclosed
that, as of Jan. 15, 2013, they beneficially own 6,491,127 shares
of common stock of Vitesse Semiconductor Corporation representing
17.6% of the shares outstanding.

A copy of the regulatory filing is available at:

                        http://is.gd/bgEp8L

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed
$56.61 million in total assets, $80.63 million in total
liabilities, and a $24.01 million total stockholders' deficit.


VYSTAR CORP: Composition of Board Committees Modified
-----------------------------------------------------
The Board of Directors of Vystar Corporation changed the
composition of its Board committees in light of the recently
disclosed addition of two new directors, bringing the number of
directors of the Company to seven members.  The composition of the
Board committees is as follows effective Jan. 16, 2013:

    Executive Committee

    William R. Doyle (Chair)
    Joseph Allegra M.D.
    Douglas Craft

    Audit Committee

    Dean Waters (Chair)
    Paul A. Yeoham
    Michelle Y. Mangum

    Compensation Committee

    Joseph Allegra M.D. (Chair)
    Thomas Marsh
    Douglas Craft

               Issues Purchase Warrants to CMA Members

As previously disclosed, on April 29, 2011, Vystar executed with
CMA Investments, LLC, an unsecured line of credit with a principal
amount of up to $800,000.  CMA is a limited liability company of
which three of the directors of the Company  were the members on
that date.  Pursuant to the terms of the CMA Note, the Company
could draw up to a maximum principal amount of $800,000.
Interest, which is computed at LIBOR plus 5.25% on amounts drawn
and fees, were initially paid by a director of the Company, to
CMA.  Pursuant to an agreement between the Company and that
affiliate, the Company issued common stock to that affiliate with
a value equal to such interest and fees paid based on the closing
price of the common stock on the OTC Bulletin Board on the date of
those payments.  This agreement was modified during February 2012
and the Company assumed responsibility for payment of such
interest and fees.  The maturity date of the CMA Note is April 29,
2013.

Other terms of the CMA Note include:

  * The CMA Note is unsecured.

  * No payments of principal are due until the second anniversary
    of the CMA Note, at which time all outstanding principal is
    due and payable; and

  * As compensation to the CMA members for providing the CMA Note,
    the Company issued warrants to purchase 2,600,000 shares of
    the Company's common stock to the CMA members at $0.45 per
    share, which was the closing price of the Company's stock on
    April 29, 2011, which vest 20% immediately and 10% upon each
    draw by the Company of $100,000 under the CMA Note.  All of
    those warrants have vested.

On Sept. 14, 2011, the Company's Board of Directors approved
increasing the line of credit with CMA by $200,000 to a maximum
principal amount of $1,000,000 and the Company's Chairman and
Chief Executive Officer became a member of CMA.  As compensation
to the directors for increasing the amount available under the CMA
Note, the Company's board of directors approved modifying the
exercise price for the 2,600,000 compensatory stock purchase
warrants previously issued to the directors from $0.45 to $0.27
per share, which was the closing price of the Company's common
stock on that date and the Company also issued warrants to
purchase an additional 1,600,000 shares of the Company's stock at
$0.27 per share, which was the closing price of the Company's
common stock on Sept. 14, 2011, which vest upon the original terms
of the CMA Note.  All of those warrants have vested.

On Nov. 2, 2012, the Board of Directors approved an increase in
the CMA line of credit from $1,000,000 to $1,500,000.  On Jan. 10,
2013, as compensation to the CMA members for providing the
increased CMA Note, the Company issued warrants to purchase
2,100,000 shares of the Company's common stock to the CMA members
at $0.35 per share.  The closing price of the Company's stock on
Jan. 10, 2013, was $.22.  Those warrants vest 20% immediately and
16% upon each draw by the Company of $100,000 under the CMA Note
above $1,000,000.

                         About Vystar Corp

Duluth, Ga.-based Vystar Corporation is the creator and exclusive
owner of the innovative technology to produce Vytex(R) Natural
Rubber Latex.  This technology reduces antigenic protein in
natural rubber latex products to virtually undetectable levels in
both liquid NRL and finished latex products.

                        Bankruptcy Warning

According to the Company's quarterly report on Form 10-Q for the
period ended June 30, 2012, there can be no assurances
that the Company will be able to achieve its projected level of
revenues in 2012 and beyond.  "If the Company is unable to achieve
its projected revenues and is not able to obtain alternate
additional financing of equity or debt, the Company would need to
significantly curtail or reorient its operations during 2012,
which could have a material adverse effect on the Company's
ability to achieve its business objectives and as a result may
require the Company to file for bankruptcy or cease operations."

Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, expressed
substantial doubt about Vystar's ability to continue as a going
concern, following its results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
recurring losses from operations, a capital deficit, and limited
capital resources.

The Company's balance sheet at Sept. 30, 2012, showed $1.31
million in total assets, $2.57 million in total liabilities and a
$1.25 million total stockholders' deficit.


W.R. GRACE: Financing Amendment Approved by Bankr. Court
--------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware approved W.R. Grace & Co. and its debtor
affiliates' motion for an order authorizing a third amendment to
the Debtors' postpetition letter of credit facility agreement.

The agreement provides for a $100 million credit facility, which
W.R. Grace used on an as-needed basis during the ordinary course
of its business operations.

Under the amendment, the termination date of their letter of
credit facility will be extended from March 1, 2013, to the
earlier of June 30, 2014, or W.R. Grace's emergence from
bankruptcy protection.

The amended agreement also requires W.R. Grace to pay an
amendment fee of $200,000, which is $50,000 less than the
amendment fees for the first and second amendments.

In addition to requiring payment of the facility fee, the
termination date will only be extended if the cash collateral
security arrangements continue to secure obligations under the
total facility.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or  215/945-7000)


W.R. GRACE: Drops Bid to Expand Baker Donelson's Services
---------------------------------------------------------
W.R. Grace withdrew its motion to expand the scope of services
provided by Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.,
and increase the firm's monthly fees.

Baker Donelson provides services in connection with W.R. Grace's
legislative affairs, which the company said, have continued to
expand.  In its previously filed motion, W.R. Grace said the firm
needed to increase its staffing for the services to include the
special consulting services of William Corcoran.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or  215/945-7000)


W.R. GRACE: David Law Firm Represents Asbestos Claimants
--------------------------------------------------------
S. Bradley Cooper, Esq., at The David Law Firm, P.C., in The
Woodlands, Texas, further revised his statement to supplement his
disclosure pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure.

The firm represents creditors that hold claims in varying amounts
for monetary damages due to injuries or deaths that resulted from
asbestos-related activities of W.R. Grace and its affiliated
debtors.

The list of the creditors and the nature and amount of their
claims is contained in documents available upon the court's
order, according to Mr. Cooper.  He attested that the firm does
not hold any claims against, or interests in, W.R. Grace and its
affiliated debtors.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or  215/945-7000)


W.R. GRACE: To Release 4th Quarter Results Feb. 6
-------------------------------------------------
W.R. Grace & Co. said it will release its fourth quarter 2012
financial results at 6:00 a.m. ET on Wednesday, February 6, 2013.
A company-hosted conference call and webcast will follow at 11:00
a.m. ET that day.

During the call, Fred Festa, Chairman and Chief Executive
Officer, and Hudson La Force, Senior Vice President and Chief
Financial Officer, will discuss the fourth quarter results and
provide an earnings outlook for 2013.  A question and answer
session with analysts will follow the prepared remarks.

Access to the live webcast and the accompanying slides will be
available through the Investor Information section of the
company's web site, www.grace.com.  Those without access to the
Internet can participate by dialing  +1 800.901.5226 (U.S.) or
+1 617.786.4513 (International).  The participant passcode is
22134034.  Investors are advised to dial into the call at least
ten minutes early in order to register.

An audio replay will be available at 1:00 p.m. ET on February 6.
The replay will be accessible by dialing  +1 888.286.8010 (U.S.)
or  +1 617.801.6888 (International) and entering the participant
passcode 73622027.  The replay will be available for one week.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or  215/945-7000)


WARNER SPRINGS: Court Approves Timothy Landis as Consultant
-----------------------------------------------------------
Warner Springs sought and obtained approval from the U.S.
Bankruptcy Court to employ Timothy P. Landis, P.H. as
environmental consultant.

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Calif. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Daniel Silva, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The property has a 150-acre golf
course, natural hot springs, 250 cottage style hotel rooms, tennis
courts, swimming pools and a private airport.  The Debtor co-owns
the property with over 1,200 other individuals and entities.  The
Debtor has 54% of the undivided tenancy-in-common fee interests in
the property.


WARNER SPRINGS: Claims Bar Date Set for Feb. 22
-----------------------------------------------
The deadline for creditors to file proofs of claim in the
Chapter 11 case of Warner Springs Ranchowners Association is
Feb. 2, 2013.

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Calif. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Daniel Silva, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The property has a 150-acre golf
course, natural hot springs, 250 cottage style hotel rooms, tennis
courts, swimming pools and a private airport.  The Debtor co-owns
the property with over 1,200 other individuals and entities.  The
Debtor has 54% of the undivided tenancy-in-common fee interests in
the property.


WILCOX EMBARCADERO: Stipulation on Use of Owens Cash Collateral
---------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California extended, in an interim order,
Wilcox Embarcadero Associates, LLC's access to cash collateral
which secured creditor Owens Mortgage Investment Fund, asserts an
interest.

Pursuant to a stipulation, among other things:

   -- the Debtor is authorized to use the cash collateral of Owens
      provided that Owens is granted adequate protection;

   -- the Debtor's right to use cash collateral will terminate on
      the earlier of (i) Jan. 31, 2013, (ii) or an event of
      default under the stipulation, (iii) or the date the
      stipulation ceases to be in full force and effect for any
      reason;

   -- the Debtor will continue to make payments on the note in the
      sum of $7,000 per month on the first day of each month until
      there is a final order on use of cash collateral, a Plan of
      Reorganization or another agreement between the parties.

On June 19, 2006, the Debtor executed a Fixed Rate Note and Deed
of Trust payable to Owens in the amount of $2,640,000 secured by
the Debtors sole real property asset located at 1001 22nd Ave.,
Oakland, California; the Note was due and payable on June 27,
2008.  The Owens Deed of Trust contains an assignment of rents.
The Owens Deed of Trust is junior to a First Deed of Trust issued
to Greater Bay Bank, N.A. which is held by Wells Fargo Bank, N.A.
The Note was subsequently modified, extending the date on which it
was due and payable to Feb. 1, 2012.  The current balance due on
the Note, asserted by Owens as of Oct. 31, 2012, is $3,297,570.;
the balance due on the Wells Fargo Note, as of Nov. 6, 2012 is
$5,813,258.

                     About Wilcox Embarcadero

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Calif. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

Steele, George, Schofield & Ramos LLP represents the Debtor in its
restructuring efforts.

In its schedules, The Debtor disclosed $10.2 million in assets and
under $8.6 million in liabilities.  The Debtor's property
secures an $8.55 million debt to Wells Fargo and Owens Mortgage
Investment Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan.  The Debtor is in negotiations with
a new lender to take out the lender, but needs more time to
accomplish this task.


WVSV HOLDINGS: Amends Plan Outline to Address 10K Objection
-----------------------------------------------------------
WVSV Holdings, L.L.C., filed with the U.S. Bankruptcy Court
for the District of Arizona Amended Disclosure Statement
explaining the proposed Plan of Reorganization.

The Debtor notes that creditor, 10K, LLC objected to the original
disclosure Statement, and believes, among other things, that the
Disclosure Statement does not contain adequate information.  10K
also contends that the Plan cannot be confirmed and approved by
the Bankruptcy Court.

According to the Amended Disclosure, the Debtor will sell the real
property pursuant to either (1) Section 363 of the Bankruptcy
Code, or (2) in the normal course of the Reorganized Debtor's
business post-confirmation.  Additionally, in the event 10K, LLC
is successful on its claim for rescission, the Debtor holds a
claim against 10K, LLC for approximately $28 million.

The Debtor proposes to treat claims as, among other things:

      Class 1 -- holder of Perkins Coie Claim will be paid in full
      on the Effective Date.  The Debtor will obtain sufficient
      monies either from financing, or a sale of a portion of
      Tract A to fully satisfy the allowed Class 1 Claim.

      Class 2 -- 10K, LLC Judgment Claim.  The Debtor will either
      (1) obtain adequate financing or (2) sell a portion of
      Tract A.  From the proceeds of either the sale or financing,
      the Debtor will escrow sufficient monies that would
      otherwise satisfy the Judgment claim.

      Class 3 -- each holder of General Unsecured Claims will
      receive 100% of its allowed general unsecured claim.
      Payment will be made in four equal semi-annual payments, the
      first of which will commence 60 days after the Effective
      Date.  Interest will accrue on these claims at the federal
      judgment interest rate.

      Class 4 -- holder of 10K, LLC Secured Claim will continue to
      receive payment(s) in accordance with the current loan
      documents, which provide for (1) no interest accrual; (2)
      principal pay-down(s) at the rate of $5,000 per acre; and
      (3) a 20% "profit participation".

      Class 5 -- holder of Pacific Coach/Spurlock Members' Claim
      will receive monthly interest on a semi-annual basis.
      Interest will accrue at the rate of 7.5% per annum through
      July 15, 2015. Interest will thereafter increase to 8.75%
      per annum.  Semi-annual payments will commence on Jan. 15,
      2013.  All sums will be due and payable to the holder of the
      Class 5 Claim on or before July 15, 2018.  The First
      Beneficial Interest lien will be released only in accordance
      with the terms of First American Title Trust 8435.

      Class 6 -- holder of 10K, LLC Claim will receive payment, if
      any, only after the conclusion of either (1) the Arizona
      Litigation, or (2) the resolution of the claim as filed in


      the Bankruptcy Court. The Debtor estimates this claim to be
      $0.  However, in the event of any adverse judgment,
      payments will commence 30 days after the date which the
      judgment will become final and all appeals have been
      exhausted.  Payments will accrue interest at the federal
      judgment rate.  Semi-annual payments in the amount of
      $340,000 will be made until the earlier of (1) payment of
      the claim in full, or (2) 15 years after the date of the
      first payment, at which time all remaining amounts will be
      due and payable.

      Class 8 -- Members will receive their return of capital and
      pro-rata distribution of any monies available for
      distribution, in accordance with the operating agreement of
      the debtor, provided the Debtor is current on all payments
      required under the Plan.

      Class 9 -- The holder of Maricopa County Secured Tax Claim
      will receive payment in full on the Effective Date.

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

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtor's case because an insufficient
number of persons holding unsecured claims against the Debtor have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint the committee should interest
develop among the creditors.


XZERES CORP: Delays Form 10-Q for November 30 Quarter
-----------------------------------------------------
Xzeres Corp. has experienced a delay in completing the information
necessary for inclusion in quarterly report on Form 10-Q for the
period ended Nov. 30, 2012.  The Company expects to file the
Quarterly Report within the allotted extension period.

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

As reported by the Troubled Company Reporter on July 3, 2012,
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about XZERES' ability to continue as a going
concern, following its audit of the Company's financial position
and results of operations for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has incurred
losses from operations, has negative working capital, and is in
need of additional capital to grow its operations so that it can
become profitable.

The Company's balance sheet at Aug. 31, 2012, showed $4.4 million
in total assets, $5.6 million in total current liabilities, and a
stockholders' deficit of $1.2 million.


XZERES CORP: Amends 2012 Form 10-K to Revise Disclosures
--------------------------------------------------------
Xzeres Corp. has amended its annual report for the year ended
Feb. 29, 2012, to incorporate the revised disclosures it made in
order to more fully comply with Item 308 of Regulation S-K.

The amendment had no effects to the Company's consolidated
statements of operations and balance sheets.

A copy of the Annual Report, as amended, is available at:

                       http://is.gd/oF5y3B

                        About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

As reported by the Troubled Company Reporter on July 3, 2012,
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about XZERES' ability to continue as a going
concern, following its audit of the Company's financial position
and results of operations for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has incurred
losses from operations, has negative working capital, and is in
need of additional capital to grow its operations so that it can
become profitable.

The Company's balance sheet at Aug. 31, 2012, showed $4.4 million
in total assets, $5.6 million in total current liabilities, and a
stockholders' deficit of $1.2 million.


ZACKY FARMS: Lillian Zacky Family Trust Wins Auction
----------------------------------------------------
Zacky Farms, LLC on Jan. 21 disclosed that it conducted a Chapter
11 auction for substantially all of its assets and that The Robert
D. Zacky and Lillian D. Zacky Family Trust was the successful
bidder.  As part of the transaction, the Trust will retain
substantially all of the Zacky employees.  The auction results
were announced at a hearing of the Bankruptcy Court on January 18,
2013.

The sale is subject to approval by the Bankruptcy Court at a final
hearing scheduled for 2:00 p.m. on Monday, Jan. 28, 2013.  Terms
of the DIP financing require the sale to close by January 31,
2013.  Imperial Capital served as investment banker for the seller
in the transaction.

Keith Cooper, Chief Restructuring Officer of Zacky Farms said, "We
are extremely pleased that the Zacky Trust was the successful
bidder whereby the operations and jobs of Zacky Farms are
preserved.  Further, this result confirms the commitment of
Lillian Zacky and Scott Zacky to the continued operation and
turnaround of Zacky Farms."

Mr. Cooper added, "I would like to personally thank all of the
employees, customers, growers and vendors who have stood by Zacky
Farms over the past 31/2 months and have supported Zacky Farms
during this challenging process.  This is a great day for Zacky
Farms and the Zacky family of employees because it is now possible
for Sam and Bob Zacky's legacy to continue with the third and
fourth generations of the Zacky Family dedicated to the future of
this company."

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.

Bankruptcy Judge Thomas Holman presides over the case.  The
petition was signed by Keith F. Cooper, the Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


ZUERCHER TRUST: Court Orders Appointment of Ch. 11 Trustee
----------------------------------------------------------
Secured creditor Win Win Alexander Union, LLC, failed in its bid
to have the Chapter 11 case of debtor The Zuercher Trust of 1999
dismissed.

However, Win Win Alexander did obtain approval of its request that
it be excused from turnover requirements.  The bankruptcy judge
also ordered the appointment of a Chapter 11 trustee.

Bankruptcy Judge Thomas E. Carlson held hearings in December and
January with respect to Win Win's motion for relief from the
automatic stay to proceed with its state court remedies of
receivership and foreclosure proceedings against The Zuercher
Trust of 1999's certain pieces of real property commonly known as
621 S. Union Avenue, Los Angeles, CA (the "Union Property") and
1639 N. Alexandria Avenue, Los Angeles, CA (the "Alexandria
Property").

In its motions, Win Win Alexander said that the Debtor commenced
the case for one purpose only -? to prevent the foreclosure sale
of the Alexandria Property that was scheduled on Sept. 27, 2012.
Win Win Alexander noted that:

   -- the Debtor has no equity in either the Alexandria Property
      or the Union Property;

   -- the subject properties do not generate sufficient income to
      cover either of the subject properties' general operating
      expenses; and

   -- the Debtor has no other source of funds with which to
      maintain and run the subject properties or with which to
      provide Win Win with adequate protection payments.

Furthermore, Win Win Alexander points out that the subject
properties were both in dilapidated and dangerous conditions prior
to being placed into receiverships that they were each
involuntarily placed in the Los Angeles City Housing Department's
Rent Escrow Account Program, which repairs and compliances are
still underway in connection with the Union Property, and which
rehabilitation and repairs were recently completed over the summer
at the Alexandria Property causing it to be removed from REAP.
Nevertheless, the subject properties each are still under state
court receivership orders and rental income for the Union Property
is still being processed through REAP.

In a December order, the bankruptcy judge order the Debtor to file
and serve appraisals of its Union Property and Alexandria
Property.

Following a hearing on Jan. 14, the bankruptcy judge ruled that
the motions for relief from stay are denied at this time.  The
bankruptcy judge though directed the U.S. Trustee to appoint a
Chapter 11 trustee.

The bankruptcy judge ordered that on or before Feb. 14, 2013, the
chapter 11 trustee will file and serve a brief report that
specifies: (a) whether Trustee will defend the Motions for Relief
from Stay; and (b) whether Trustee has received any offers to
purchase the Union Property or the Alexandria Property.

The court will hold a continued hearing on the Motions for Relief
from Stay on February 19, 2013 at 11:00 a.m.

                 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.


* Moody's Says Speculative-Grade Liquidity Still Face Threats
-------------------------------------------------------------
The liquidity of speculative-grade borrowers remained resilient in
the first few weeks of 2013, says Moody's Investors Service in its
January SGL Monitor. By mid-January, Moody's Liquidity-Stress
Index (LSI) had dipped to 3.4%, down from 3.6% at the start of the
month. The LSI falls as corporate liquidity improves.

The LSI is close to the record low 3.1% it reached in July 2012
and far below its historical average of 7.4%, over a span dating
back to 2002. The LSI reached a record high of 20.9% in March
2009.

"For now, accessible credit markets are allowing companies to
remedy liquidity issues before they grow serious," says John
Puchalla, a Moody's Vice President -- Senior Credit officer. "Many
companies are refinancing pending maturities amid low interest
rates, pushing US high-yield bond issuance to a record $260.7
billion in 2012."

Issuance appeared to have slowed in early January from the last
year's blistering pace, Mr. Puchalla reports, but remains healthy
with refinancing activity continuing.

There are several meaningful threats to the healthy liquidity,
however. Possible problems include tepid corporate earnings
performance, the enacted and potential for US tax increases and
spending cuts to address the federal deficit and if Europe's
sovereign-debt problems should worsen.

Any one of these developments could pressure corporate liquidity
by reducing cash flow or access to credit markets, says Moody's.

A leading indicator of the default rate, the low LSI is consistent
with Moody's view that the US speculative-grade default rate will
remain low in 2013 after finishing 2012 at 3.2%. Moody's forecasts
the default rate declining to 2.7% by June and ending 2013 at
3.0%.

The LSI measures the percentage of companies with an SGL-4 rating,
Moody's lowest speculative-grade liquidity (SGL) rating.

An SGL rating is an assessment of a speculative-grade company's
intrinsic liquidity position over the coming 12-15 months.

Long-term rating downgrade rates were typically higher during 2012
for companies with lower SGL ratings. For example, 50% of the
companies with an SGL-4 rating at the end of 2011 ended 2012 with
a lower Corporate Family Rating (CFR). That was much higher than
the downgrade rate among issuers with stronger SGL ratings. Less
than 10% of the companies with an SGL-1 and SGL-2 liquidity rating
at the end of 2011 saw their CFRs move lower during 2012.

Moody's Covenant-Stress Index (MCSI) declined in December to 2.3%
from 2.4% in November, indicating a low risk of covenant
violations. This index is up just slightly from the record-low
1.8% recorded in May and, before that, in July and August 2011.


* Moody's Says Foreclosure Timelines Continue to Extend
-------------------------------------------------------
The number of aged loans in foreclosure fell for most servicers of
residential mortgage-backed securities in the third quarter of
2012. This is a promising trend for servicers, according to a new
analysis by Moody's Investor Service, and indicates that servicers
are finally putting behind them the operational and regulatory
issues that plagued them in the past and are taking the steps
necessary to address their backlogged foreclosure inventory.

However, per Moody's latest "Servicer Dashboard" report,
foreclosure timelines continued to extend for all servicers. Some
additional third-quarter trends noted in the report were that cure
and cash flow rates worsened for most servicers, collections
metrics for Alt-A and subprime loans improved and modification re-
default rates increased as re-modifications rose.

Decline in inventory of aged foreclosures

In the jumbo sector, all servicers except CitiMortgage, which has
by far the smallest volume of aged loans in foreclosure in the
jumbo sector, saw a slight uptick in the third quarter. In the
subprime sector, while the overall volume of aged loans in
foreclosure dropped by 2.1%, Bank of America, which has the
largest volume in the sector, experienced a 3.2% increase quarter
over quarter.

Foreclosure timelines continued to extend

Timelines for completed foreclosures continued to lengthen in the
third quarter as servicers worked their way through the aged
pipeline. In addition, court systems in judicial states such as
New York, New Jersey and Florida remained overwhelmed by the sheer
number of cases to be processed. REO sale timelines remained
virtually unchanged over the past three quarters.

Collections metrics improved

The improvement in the economy and the success of previous
modifications resulted in the improved current-to-worse roll rates
for all servicers, with the exception of CitiMortgage in their
jumbo and Alt-A portfolios.

Cure and cash flow rates worsened

A drop in servicer modification volumes, as the pool of potential
candidates continued to thin, caused the decline in the total cure
and cash flowing rate metric for most servicers and loan types.
Only Ocwen's Subprime portfolio and Chase for all loan types
experienced an increase in the third quarter over the second
quarter.

Modification re-default rates increased

Re-modifications rates rose for the majority of servicers and
products from the previous quarter. In particular, GMAC's re-
default rate for Jumbo increased to 45% as their level of re-
modifications increased and Ocwen's subprime re-default rate rose
to nearly 55%, mainly due to the performance of distressed
portfolios that they had previously acquired.


* Regionals Showing Better Health than Big Banks in Latest Reports
------------------------------------------------------------------
Suzanne Kapner and Shayndi Raice, writing for The Wall Street
Journal, reported that quarterly earnings reports released on Jan.
17 underscore the lingering illnesses afflicting some of the
largest, best-known U.S. banks and the comparatively ruddy health
of some smaller regional lenders.

Bank of America Corp., the second-largest U.S. bank by assets,
posted a 63% decline in fourth-quarter net income, thanks to
mortgage-related legal costs, according to the report.  At
Citigroup Inc., the No. 3 U.S. bank, net income rose 25% from a
year earlier but fell far short of Wall Street analysts'
expectations, as profit was squeezed by low interest rates, the
report added.  Shares of Bank of America dropped 4.2% and
Citigroup fell 2.9% on Jan. 17, a day when U.S. blue-chip stocks
rose.

Meanwhile, a regionally diverse group of smaller lenders has been
thriving with a mix of simpler businesses and sharper focus on
local customers, WSJ pointed out. The group includes PNC Financial
Services Group Inc. of Pittsburgh, Fifth Third Bancorp of
Cincinnati and BB&T Corp. of Winston-Salem, N.C. All three posted
results that showed rising revenue, solid profit and expansion in
lending volume, WSJ said. Shares of Fifth Third jumped 4.8%, those
of PNC rose 3.7% and BB&T's rose 1.9%.

The results, according to WSJ, highlight the challenges facing the
largest banks amid uneven financial performance and increasing
investor skepticism. Troubles at the largest lenders have helped
push some customers to major regional players.

Zeke Turner, chief executive of senior-housing developer
Mainstreet Property Group LLC in Cicero, Ind., told WSJ his
company received a $25 million revolving- credit facility from PNC
Bank when larger banks weren't responsive. "They understood our
industry and put together a structure that fit what we were trying
to do," he said. "PNC stepped up when others thought we were too
small."

A major factor in the divergent results: Bank of America and
Citigroup have largely missed out on the mortgage-refinancing boom
that padded profit in the past year at many banks, according to
WSJ.

Bank of America said mortgage originations were flat with a year
earlier in the fourth quarter and dropped 50% for 2012 to $75.1
billion, WSJ said. At Citigroup, fourth-quarter mortgage
originations of $16.8 billion were down 20% from a year earlier.
In contrast, in 2012 mortgage originations rose 47% to $524
billion at Wells Fargo WFC -0.29% & Co. and 24% to $181 billion at
J.P. Morgan Chase JPM +0.04% & Co.

Adding to the toxic brew for some larger banks is public
disaffection with giant firms that are perceived as slow and
unresponsive and, in some cases, as having benefited
disproportionately from government bailouts in 2008 and 2009
without offering commensurate benefits to the public, WSJ said.

The business model in use at Bank of America and Citigroup is "too
big to profit, not just too big to fail," Joshua Siegel, chief
executive of StoneCastle Partners LLC, a New York firm that
invests in banks, told WSJ. Revenue declined in 2012 for the third
consecutive year at Bank of America and for the second year in a
row at Citigroup. Revenue at the two companies has declined $50
billion, or 24%, from its peak.  In the past year, in contrast,
revenue rose 12% at BB&T, 10% at Fifth Third and 8% at PNC.

Bank of America Chief Executive Brian Moynihan acknowledged on a
call with analysts that profitability remains a challenge for the
company, WSJ related.  Its return on equity for 2012 was 2.6%.
"The issue is recurring earnings levels," said Mr. Moynihan.

Michael Corbat, Citigroup's chief executive, said that improving
returns and realizing core earnings potential were "critical
goals" for the company, whose 2012 earnings dropped 32% from a
year earlier to $7.54 billion, WSJ added.

Large U.S. lenders continue to foot a hefty bill from the run-up
to the housing bust and financial crisis, according to WSJ. A
dozen lenders have settled this month alleged foreclosure-abuse
probes by regulators with promises to pay borrowers $9 billion.

Mr. Siegel, according to WSJ, said that smaller regional or
community banks don't have the complexity that weighs down many of
their larger peers, an observation that helps to explain the steep
discount to book value, or reported net worth, in effect at Bank
of America and Citigroup. Most of the U.S. regional banks trade
near or above their book value.

Regionals have boosted lending, WSJ pointed out. Fifth Third said
loans outstanding at the nation's 18th-largest bank increased 5.7%
in 2012 to $88.7 billion, largely due to a surge in mortgage
refinancing and a 15% increase in commercial and industrial loans.
Loans rose 17% in 2012 at PNC, to $185.9 billion, and 6.4% at BB&T
to $118.4 billion.

"We've benefited from a refinancing boom and that has augmented
our results fairly significantly," said Dan Poston, Fifth Third's
chief financial officer, WSJ cited. "The bigger banks have more
onerous regulatory concerns, whether that's the capital they are
required to hold, or new regulations that impact their trading or
derivatives books."

Glenn Gable, who runs Freeway Lanes Bowling Group, a chain of
bowling alleys in Cleveland, said he tried to get loans from
larger banks but was turned away, WSJ noted. "They weren't
interested in lending to someone in the bowling industry," Mr.
Gable said.  Instead, Mr. Gable turned to Fifth Third, which gave
him a $7 million credit line. "A regional bank doesn't just write
you off. They spend time getting to know you and your business and
looking at your track record," he said.

Glenn Schorr, an analyst with Nomura Securities, told WSJ that
regional banks aren't immune from the industry's problems, such as
low interest rates and difficult acquisitions. PNC stock is up 1%
over the past year, lagging behind a 25% gain in the KBW banks
index, amid hiccups tied to takeovers of large properties,
including last year's purchase of RBC's U.S. retail business and
the 2008 acquisition of National City Corp.

Some investors are holding out hope that the large banks will
benefit from stronger capital markets, which show signs of
rebounding this year, according to WSJ. Toward the middle of last
year, Anton Schutz, president of Mendon Capital Advisors Corp. of
Rochester, N.Y., which manages $150 million for clients, started
funneling more money into big bank stocks on expectations that
capital markets would begin to improve.

"That's when big banks start minting money," said Mr. Schutz, the
WSJ report said.


* Law360 Names Akin Gump Bankruptcy Group of The Year
-----------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that bringing together
disparate creditor constituencies and bringing home better-than-
expected recoveries in billion-dollar bankruptcies such as
Washington Mutual Inc. and Dynegy Holdings LLC brought the
restructuring pros at Akin Gump Strauss Hauer & Feld LLP a place
among Law360's Bankruptcy Groups of the Year.

Representing committees has long been an Akin Gump calling card,
and the firm burnished that reputation in 2012, a year that saw
creditor-friendly Chapter 11 plans confirmed in long-standing
cases such as WaMu and St. Vincent Catholic Medical Centers of New
York, the report added.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company            Ticker         ($MM)      ($MM)      ($MM)
  -------            ------       ------   --------    -------
ABSOLUTE SOFTWRE     ABT CN        128.8       (7.2)       2.7
ACELRX PHARMA        ACRX US        28.2       (0.3)      13.1
AK STEEL HLDG        AKS US      3,920.7     (413.9)     450.0
AMC NETWORKS-A       AMCX US     2,152.9     (915.4)     505.9
AMER AXLE & MFG      AXL US      2,674.2     (497.7)     372.3
AMER RESTAUR-LP      ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO     ASCA US     2,096.6      (25.6)     (26.5)
AMYLIN PHARMACEU     AMLN US     1,998.7      (42.4)     263.0
ANACOR PHARMACEU     ANAC US        42.8       (6.2)      15.9
ARRAY BIOPHARMA      ARRY US        85.5      (96.4)       4.1
AUTOZONE INC         AZO US      6,398.0   (1,591.4)    (682.2)
BERRY PLASTICS G     BERY US     5,106.0     (452.0)     587.0
BLUELINX HOLDING     BXC US        595.4       (1.6)     264.0
BOSTON PIZZA R-U     BPF-U CN      167.0      (86.0)       0.4
CABLEVISION SY-A     CVC US      7,285.3   (5,730.1)     (85.3)
CAPMARK FINANCIA     CPMK US    20,085.1     (933.1)       -
CENTENNIAL COMM      CYCL US     1,480.9     (925.9)     (52.1)
CHOICE HOTELS        CHH US        483.1     (569.4)       7.5
CIENA CORP           CIEN US     1,881.1      (89.0)     730.7
CINCINNATI BELL      CBB US      2,752.3     (684.6)     (68.2)
CLOROX CO            CLX US      4,747.0      (20.0)      20.0
COMVERSE INC         CNSI US       823.2      (28.4)     (48.9)
DELTA AIR LI         DAL US     44,352.0      (48.0)  (5,061.0)
DIRECTV              DTV US     20,353.0   (4,735.0)     953.0
DOMINO'S PIZZA       DPZ US        441.0   (1,345.5)      74.0
DUN & BRADSTREET     DNB US      1,821.6     (765.7)    (615.8)
DYAX CORP            DYAX US        57.2      (48.4)      26.7
DYNEGY INC           DYN US      5,971.0   (1,150.0)   1,364.0
FAIRPOINT COMMUN     FRP US      1,798.0     (220.7)      31.1
FERRELLGAS-LP        FGP US      1,429.0      (69.6)     (70.7)
FIESTA RESTAURAN     FRGI US       289.7        6.6      (13.1)
FIFTH & PACIFIC      FNP US        843.4     (192.2)      33.5
FREESCALE SEMICO     FSL US      3,329.0   (4,489.0)   1,305.0
GENCORP INC          GY US         908.1     (164.3)      48.1
GLG PARTNERS INC     GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS     GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING     GRM US      2,947.5     (520.8)     298.5
GRAMERCY CAPITAL     GKK US      2,236.3     (293.1)       -
HCA HOLDINGS INC     HCA US     27,302.0   (6,563.0)   1,411.0
HEADWATERS INC       HW US         680.9       (3.1)      73.5
HOVNANIAN ENT-A      HOV US      1,684.2     (485.3)     870.1
HOVNANIAN ENT-B      HOVVB US    1,684.2     (485.3)     870.1
HUGHES TELEMATIC     HUTC US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC     HUTCU US      110.2     (101.6)    (113.8)
INCYTE CORP          INCY US       296.5     (220.0)     141.1
INFOR US INC         LWSN US     5,846.1     (480.0)    (306.6)
IPCS INC             IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI     ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU     JE US       1,536.5     (279.0)    (177.1)
JUST ENERGY GROU     JE CN       1,536.5     (279.0)    (177.1)
LIMITED BRANDS       LTD US      6,427.0     (515.0)     973.0
LIN TV CORP-CL A     TVL US        864.4      (35.0)      67.2
LORILLARD INC        LO US       3,424.0   (1,564.0)   1,364.0
MARRIOTT INTL-A      MAR US      5,865.0   (1,296.0)  (1,532.0)
MERITOR INC          MTOR US     2,501.0     (982.0)     270.0
MONEYGRAM INTERN     MGI US      5,247.0     (163.6)     (95.3)
MORGANS HOTEL GR     MHGC US       577.0     (125.2)      (8.7)
MPG OFFICE TRUST     MPG US      1,867.2     (729.2)       -
NATIONAL CINEMED     NCMI US       828.0     (347.7)     107.6
NAVISTAR INTL        NAV US      9,102.0   (3,260.0)   1,484.0
NEXSTAR BROADC-A     NXST US       611.4     (160.3)      35.1
NPS PHARM INC        NPSP US       165.5      (46.7)     121.9
NYMOX PHARMACEUT     NYMX US         2.1       (7.7)      (1.6)
ODYSSEY MARINE       OMEX US        33.6      (22.2)     (25.4)
ORGANOVO HOLDING     ONVO US         9.0      (27.4)       7.3
PALM INC             PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN     PDLI US       249.9     (115.5)     170.6
PLAYBOY ENTERP-A     PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B     PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC         PRM US        208.0      (91.7)       3.6
PROTECTION ONE       PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU     QLTY US       513.1      (19.7)      62.0
QUICKSILVER RES      KWK US      2,490.2     (146.7)      68.0
REALOGY HOLDINGS     RLGY US     7,351.0   (1,742.0)    (484.0)
REGAL ENTERTAI-A     RGC US      2,198.1     (552.4)      77.4
REGULUS THERAPEU     RGLS US        40.7       (8.5)      21.0
RENAISSANCE LEA      RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A         REV US      1,183.6     (680.7)     104.7
RLJ ACQUISITI-UT     RLJAU US        0.0       (0.0)      (0.0)
RURAL/METRO CORP     RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL     SBH US      2,065.8     (115.1)     686.5
SAREPTA THERAPEU     SRPT US        53.1       (4.6)     (13.0)
SHUTTERSTOCK INC     SSTK US        46.7      (29.9)     (32.9)
SINCLAIR BROAD-A     SBGI US     2,245.5      (52.4)     (14.1)
TAUBMAN CENTERS      TCO US      3,152.7      (86.1)       -
TEMPUR-PEDIC INT     TPX US        913.5      (12.5)     207.0
TESLA MOTORS         TSLA US       809.2      (27.9)    (101.3)
TESORO LOGISTICS     TLLP US       291.3      (78.5)      50.7
THERAPEUTICS MD      TXMD US         3.5       (4.3)      (1.1)
THRESHOLD PHARMA     THLD US        86.2      (44.1)      68.2
ULTRA PETROLEUM      UPL US      2,593.6     (109.6)    (266.6)
UNISYS CORP          UIS US      2,254.5   (1,152.6)     371.3
VECTOR GROUP LTD     VGR US        885.6     (102.9)     243.0
VERISIGN INC         VRSN US     1,983.3      (26.6)     (86.9)
VIRGIN MOBILE-A      VM US         307.4     (244.2)    (138.3)
VISKASE COS I        VKSC US       334.7       (3.4)     113.5
WEIGHT WATCHERS      WTW US      1,198.0   (1,720.4)    (273.7)


                            *********

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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