TCR_Public/130124.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, January 24, 2013, Vol. 17, No. 23

                            Headlines

1555 WABASH: Hearing to Dismiss Ch. 11 Case Continued to Feb. 21
250 AZ LLC: Cincinnati Building Owner Files in Tucson
250 AZ LLC: Sec. 341(a) Meeting of Creditors on Feb. 28
501 GRANT: Clarity Realty to Invest $18.13 Million Under Plan
A123 SYSTEMS: Creditors Can't Bar JCI From $5.5M Breakup Fee

AMERICAN AIRLINES: Sheppard Mullin Discloses New Rates
AMERICAN AIRLINES: Wins OK to Purchase 2 Boeing 777-300ER Planes
AMERICAN AIRLINES: Ordered to Pay $1.3MM for RAIC Expenses
AMF BOWLING: Court Approves Bonus Plan for 3 Execs
ANDERSON NEWS: Antitrust Appeal Declined by High Court

ARCHDIOCESE OF MILWAUKEE: RFRA Does Not Bar Committee's Claims
AS AMERICA: Moody's Affirms 'Caa1' CFR; Outlook Stable
ASSOCIATED MATERIALS: Moody's Affirms 'Caa1' CFR; Outlook Stable
ATARI INC: Parent Files for Bankruptcy in France
BACK YARD BURGERS: Appoints Dave McDougall as New Chief Executive

BAKERS FOOTWEAR: Liquidating Remaining Stores in Chapter 7
BALLENGER CONSTRUCTION: Friday Hearing on Bid to Sell Assets
BIG M: May Sell Assets, Committee Lawyer Says
BIOLITEC INC: Files for Chapter 11 After Rival's $23MM Victory
BOMBARDIER RECREATIONAL: S&P Rates New US$1.05BB Secured Loan 'B+'

BURGER PORK: Case Summary & 15 Largest Unsecured Creditors
CARBONOKS LLC: Case Summary & 20 Largest Unsecured Creditors
CARL'S PATIO: Proposes Bayard as Counsel
CARL'S PATIO: Seeks OK for Alliance as Financial Advisor
CDII TRADING: RBSM Replaces Sherb & Co. as Accountant

CENTENNIAL BEVERAGE: Wins Access to Cash Until Feb. 4
CENTENNIAL BEVERAGE: Cheers Buys 13 Liquor Stores
CENTENNIAL BEVERAGE: Selling Headquarters for $4.9 Million
CENTENNIAL BEVERAGE: Three Appointed to Creditors Committee
CEREPLAST INC: Debt Holders Waive Event of Default

COLDWATER PORTFOLIO: Lenders Say Debtor's Plan Unconfirmable
COSTA BONITA: DF Servicing Fails in Bid to Dismiss Case
CROSS ISLAND: Court Converts Cases to Chapter 7
CROSSMARK HOLDINGS: Moody's Gives 'B2' CFR; Rates Sec. Loans 'B1'
CUI GLOBAL: Files Numerous Documents with SEC

DENBURY RESOURCES: Moody's Rates New $1BB Senior Sub. Notes 'B1'
DENBURY RESOURCES: S&P Revises Outlook to Stable; Affirms 'BB' CCR
DEWEY & LEBEOUF: Says Ex-Workers Cutting Corners With Layoff Suit
DIGITAL DOMAIN: Bankruptcy Sale Halted for Disney Appeal
DNL INDUSTRIES: Files for Chapter 11 in White Plains

DRINKS AMERICAS: Fails to Pay $2.4 Million to Investors
EAGLE POINT: Amended Plan Provides for Full Payment of Claims
EASTMAN KODAK: Court Approves $844MM Interim and Exit Financing
EASTMAN KODAK: Projects Printing Biz. Cash Flow of $494MM in 2017
EDISON MISSION: Fitch Withdraws Ratings Over Bankruptcy Filing

EDUCATION HOLDINGS: Wants March 22 Extension for Schedules
EDUCATION HOLDINGS: Proposes GCG as Claims and Notice Agent
EWTC MANAGEMENT: Court Confirms Kartar and EWTC Joint Plan
FTLL ROBOVAULT: Three Held in Contempt by Florida Judge
GENERAL EMPLOYMENT: Receives NYSE Listing Non-Compliance Notice

GLYECO INC: Chief Financial Officer Resigns
GREENEDEN US: Moody's Affirms 'B2' Corp. Family Rating
HARDAGE HOTEL: Has Seventh Interim Order to Use Cash Collateral
HAWKER BEECHCRAFT: Relators with $2B FCA Claim Object to Plan
HERITAGE CONSOLIDATED: Gerald Baum Approved as Consultant

HMV GROUP: Hilco UK Takes Control, Buys All $279-Mil. Debt
HOSTESS BRANDS: PE Firms Chief Contender for Opening Bid
HOSTESS BRANDS: Bakery, Teamsters Unions Object to Sale Process
HOWREY LLP: Outten, Blum Collins Spar to Rep Class in WARN Suit
ICEWEB INC: Has 75-Mil. Shares Available Under 2012 Equity Plan

IDEARC INC: Dist. Court Says Spinoff Value at Least $12 Billion
IMPLANT SCIENCES: Authorized Common Shares Hiked to 200MM Shares
INNOPHOS HOLDINGS: Moody's Affirms 'Ba2' CFR; Outlook Stable
INVESTORS CAPITAL: Has DelCotto Law Group as Bankruptcy Counsel
JF & LT INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors

KATHLEEN MORRIS: Hawaii Mortgage Brokers' Ch.11 Case Dismissed
KB HOME: Fitch Assigns 'B+' Rating to New $150MM Notes Issue
KB HOME: Moody's Affirms 'B2' CFR; Rates New Senior Notes 'B2'
LANDAMERICA FINANCIAL: Trustee Seeks OK for $58-Mil. Sale
LEHMAN BROTHERS: Olivant Allowed $1.42-Bil. Gen. Unsecured Claim

LEHMAN BROTHERS: LibertyView's $880MM Claims Treated as Unsecured
LEHMAN BROTHERS: Says Canary Claims Discharged
LEHMAN BROTHERS: LBI Lawsuit vs. Citigroup Dismissed
LEHMAN BROTHERS: $4 Billion in Claims Traded in December
LIFECARE HOLDINGS: Junior Creditors Fight Quick Sale to Lenders

LLS AMERICA: District Court to Hear 3 Avoidance Actions
LLS AMERICA: District Court Enters Default Judgment in 3 Cases
LOCATION BASED TECH: Incurs $3.4 Million Net Loss in Nov. 30 Qtr.
LON MORRIS COLLEGE: Auction Raises Only $2.2 Million
LOS ANGELES DODGERS: Partners with Time Warner for Sports Network

MADISON 92ND: Says Marriott Union Push Caused 2011 Bankruptcy
MEDYTOX SOLUTIONS: DKM Replaces Peter Messineo as Accountant
MERISANT CO: S&P Withdraws 'B' Corporate Credit Rating
MGH ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
MPG OFFICE: Completes Lease Extension with Gibson Dunn & Crutcher

MUEBLERIA LA: Case Summary & 17 Largest Unsecured Creditors
MUNICIPAL CORRECTIONS: Can Employ James Bates as Special Counsel
MUNICIPAL CORRECTIONS: Has Final Okay to Use UMB Cash Collateral
NAKNEK ELECTRIC: Has Access to Cash Collateral Until Aug. 31
NAVISTAR INTERNATIONAL: Fitch Affirms 'CCC' Issuer Default Rating

NEW ENGLAND COMPOUNDING: Owners Took $16.3-Mil. in the Past Year
NORTEL NETWORKS: Trustee Says $1.8M Worker Bonuses Not Justified
NORTEL NETWORKS: Settles Benefits Feud with Disabled Employees
NORTEL NETWORKS: Creditors Engage in Mediation
OCZ TECHNOLOGY: Receives Nasdaq Listing Non-Compliance Notice

OSBORNE PHARM: Voluntary Chapter 11 Case Summary
PACIFIC GOLD: To Effect a Reverse Split of Common Stock
PEREGRINE FINANCIAL: Ex-CEO Stole $215M From Investors, Feds Say
PETAQUILLA MINERALS: Moody's Withdraws 'Caa1' Corp. Family Rating
PIPELINE DATA: Applied Merchant Authorized to Buy Business

PJ ELITE: Case Summary & 21 Largest Unsecured Creditors
PMD HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
POSITIVEID CORP: Has $5 Million Securities Pact with TCA Global
RADNOR HOLDINGS: Skadden, Tennenbaum Capital Sued over Sale
RYMAN HOSPITALITY: S&P Withdraws 'BB' Rating on 6.75% Sr. Notes

SABINE PASS: Moody's Rates $1-Bil. Senior Secured Notes 'Ba3'
SABINE PASS: S&P Assigns 'BB+' Rating to $1BB Senior Secured Bond
SOJOURNER INVESTMENT: Involuntary Chapter 11 Case Summary
SPE REALTY: Voluntary Chapter 11 Case Summary
STABLEWOOD SPRINGS: Hires Langley & Banack as Counsel

STAFFORD RHODES: Plan Confirmation Hearing on Feb. 11
STAMP FARMS: Has OK to Access WF Cash Collateral Until March 8
STAMP FARMS: U.S. Trustee Seeks Appointment of Chapter 11 Trustee
STAMP FARMS: Hiring Varnum LLP as Bankruptcy Counsel
STANFORD INTERNATIONAL: Investors Side With SEC Against SIPC

STAR BUFFET: Consummates Plan, Stock at $2.78 a Share
STILLWATER ASSET: SDNY Court Accepts Involuntary Bankruptcy
SYNIVERSE HOLDINGS: Moody's Rates New $625-Mil. Term Loan 'B1'
SYNIVERSE HOLDINGS: S&P Rates $625MM Senior Secured Loan 'BB-'
TC GLOBAL: Patrick Dempsey Group Formally Approved to Buy Tully's

TENET HEALTHCARE: Moody's Rates $850MM Senior Secured Notes 'B1'
TENET HEALTHCARE: S&P Rates $850MM Senior Secured Notes 'B+'
TIGER MEDIA: Receives NYSE MKT Listing Compliance Notice
TNP STRATEGIC: Misses $1.3MM Payment; In Forbearance Talk with DOF
TRIUS THERAPEUTICS: Offering 6.3MM Common Shares at $4.75 Apiece

UNITED DEVELOPMENT: Voluntary Chapter 11 Case Summary
VELO HOLDINGS: Files Supplement In Support of Amended Plan
WALTER INVESTMENT: Moody's Affirms 'B2' CFR; Outlook Stable
WASHINGTON MUTUAL: JPMorgan Wants FDIC Coverage in Bondholder Suit
WESTINGHOUSE SOLAR: Cuts Workforce to Further Reduce Costs

WEX INC: Moody's Gives 'Ba3' CFR; Rates $350MM Notes 'Ba3'
WL HOMES: Homeowners Want Stay Lifted to Sue Insurers
ZACKY FARMS: Zacky Family Offer Includes $26MM Credit Bid

* Fitch Says Low Interest Rate Challenges Remain for SHFAs
* Moody's Says Weak EU Economy to Weigh on Canadian Companies
* Moody's Says US Not-for-Profit Hospital Outlook Negative
* Slow Growth in US Cos. Calls for Balance in Cash Use, Fitch Says

* U.S. RMBS Delinquencies Slow Descent to Continue, Fitch Says
* Foreclosures Continue to Decline, LPS' Mortgage Report Shows
* Hurricane Sandy Hurts Lower Manhattan Commercial Property Values
* Fitch Expects Decline in Personal Bankruptcy Filings in 2013

* Supreme Court Won't Review Medicare Reimbursement Denials

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********

1555 WABASH: Hearing to Dismiss Ch. 11 Case Continued to Feb. 21
----------------------------------------------------------------
The hearing on the motion to dismiss the chapter 11 case of 1555
Wabash LLC has been continued to Feb. 21, 2013, at 10:00 a.m. at
Courtroom 680 219 South Dearborn, Chicago, Illinois.

Lender AMT CADC Venture, LLC, is seeking dismissal of the case or,
in the alternative, relief from the automatic stay to pursue a
foreclosure proceeding against the Debtor.

AMT says from the moment the Lender notified the Debtor of its
intent to foreclose on the $46 million loan it made to the Debtor
for the development of a 14-story mixed use building located at
1555 S. Wabash, Chicago, Illinois, the Debtor has used every
avenue possible to siphon cash from the Property to its owners and
insiders.  "The Property is hopelessly underwater, with a market
value of roughly $30 million and secured debt to Lender of more
than $43 million (in addition to a junior mortgage holder owed
more than $9 million)," the Lender says.

The Debtor is owned and controlled by New West Realty Development.

The Lender is represented by Pircher, Nichols & Meeks, in Chicago.

                        About 1555 Wabash

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the building.  The
property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  Construction was
generally completed as of the middle of 2009.  Only 36 of the 100
sale contracts closed.  As of the Petition Date, 1555 Wabash
leased 115 of the remaining 140 residential apartment units --
roughly 82% -- to qualified tenants, while the commercial space is
presently vacant.

1555 Wabash LLC filed for Chapter 11 protection (Bankr. N.D. Ill.
Case No. 11-51502) on Dec. 27, 2011, to halt foreclosure of the
property.  Judge Jacqueline P. Cox oversees the case.  David K.
Welch, Esq., at Crane Heyman Simon Welch & Clar, serves as the
Debtor's counsel.  The Debtor scheduled $90,055 in personal
property and said the current value if its condo building is
unknown.  The Debtor disclosed $51.6 million in liabilities.  The
petition was signed by Theodore Mazola, president of New West
Realty Development Corp., sole member and manager of the Debtor.


250 AZ LLC: Cincinnati Building Owner Files in Tucson
-----------------------------------------------------
250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22.

In schedules attached to the petition, the Debtor disclosed
$25 million in assets and $70.8 million in liabilities.

250 AZ owns an 84.70818% tenant in common interest in a 29-story
office building located at 250 East Fifth Street, in Cincinnati,
Ohio.  An appraisal dated Jan. 16, 2013, established the building
value of $32,800,000.  The Debtor is anticipating a partial
interest valuation that is estimated to be 80% of the building
value.  The Debtor's interest in the property is thus valued at
$22.04 million.  The Debtor also owns other real estate in Ohio
and Arizona.

CW Capital Asset Management, as servicer for COBALT CMBS CM
Mortgage Trust, is owed $64.4 million, secured by the Debtor's
interest in the office building.  Based on the value of the
collateral, $38.2 million of the debt to CW is listed as
unsecured.  In addition, Armed Forces Bank, N.A., is owed
$4.97 million, of which $2.20 million is unsecured.

A copy of the schedules filed together with the petition is
available for free at:

        http://bankrupt.com/misc/azb13-00851.pdf

Breen Olson & Trenton, LLP, serves as counsel to the Debtor.


250 AZ LLC: Sec. 341(a) Meeting of Creditors on Feb. 28
-------------------------------------------------------
There's a meeting of creditors of 250 AZ, LLC, slated for Feb. 28,
2013 at 10:30 a.m.  The meeting will be held at U.S. Trustee
Meeting Room, James A. Walsh Court, 38 S Scott Ave, St 140, in
Tucson.

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

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona on Jan. 22, 2013.  The Debtor
disclosed $25 million in assets and $70.8 million in liabilities
in its schedules.


501 GRANT: Clarity Realty to Invest $18.13 Million Under Plan
-------------------------------------------------------------
501 Grant Street Partners has filed a disclosure statement in
support of its plan of reorganization dated Dec. 5, 2012.

In summary, the Plan provides that 100% of the equity in the
Debtor will be sold to a special purpose entity to be formed by
Clarity Realty Partners LLC, a third-party investor.  The Investor
has agreed to invest $18.13 million to be used to fund certain
payments under the Plan, as well as a significant amount of
capital expenditures and tenant improvements to significantly
increase the value of the Property and the amount of rental
revenue to be generated by the Property in the short term.  Upon
the confirmation of the Plan, the Debtor's membership interests
will be transferred to the Investor.

Upon funding of the Plan:

    (a) the Debtor's secured obligation to SA Challenger, a
        Lender, which is disputed, shall be reduced to the current
        value of the Property, restructured and repaid over time
        at market terms;

    (b) the Debtor's secured tax obligation will be paid in two
        equal bi-annual payments following the Effective Date of
        the plan;

    (c) the Debtor's alleged mechanics lien holder(s) will either
        be paid in full with interest, if the lien is valid, or
        otherwise receive the same treatment as the Debtor's non-
        insider general unsecured creditors;

    (d) the Debtor's priority tax claim will be paid in full on
        the Effective Date of the Plan;

    (e) the Debtor's unsecured obligations to its unsecured
        creditors will receive approximately 10% of their claims
        payable in two annual payments after the Effective Date of
        the Plan; and

    (f) the Lender's claim shall received approximately 10% of the
        amount of its deficiency claim payable in two annual
        payments to be paid on either the third and fourth
        anniversary of the Effective Date or on the date the
        amount of the deficiency claim is established and the
        first year thereafter, whichever is later.

The Effective Date of the Plan will be first day of the first full
calendar month which is at least 15 days after the entry of the
Court's order confirming the Plan, assuming there has been no
appeal from, or order staying the effectiveness of, the Plan
confirmation order.  The term of the Plan will be 10 years and any
requirement to make payments over time will be limited to the ten-
year term of the Plan.

A full-text copy of the disclosure statement is available for free
at http://bankrupt.com/misc/501_GRANT_ds.pdf

                     About 501 Grant Street &
                       Union Trust Building

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

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

The order for relief from the involuntary case was signed on
Dec. 13, 2012.

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


A123 SYSTEMS: Creditors Can't Bar JCI From $5.5M Breakup Fee
------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Tuesday denied a move by creditors of A123
Systems Inc. to withhold a $5.5 million breakup fee owed to
stalking horse bidder Johnson Controls Inc. pending an
investigation of its lobbying efforts, ruling the funds should be
released as previously agreed.

The official committee of unsecured creditors had sought to keep
the fee in escrow while it looked into Johnson Control's campaign
to block the sale of the bankrupt battery maker to Wanxiang Group
Corp., the report related.

                        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.


AMERICAN AIRLINES: Sheppard Mullin Discloses New Rates
------------------------------------------------------
Blanka K. Wolfe, Esq., a member of Sheppard Mullin Richter &
Hampton LLP, in New York, disclosed in a supplemental declaration
filed in the bankruptcy cases of AMR Corp. that as of Jan. 1,
2013, his firm will bill at these standard hourly rates:

     $550-$925 for partners;
     $165-$675 for associates; and
      $90-$355 for paraprofessionals

As of Jan. 1, 2013, the hourly rates of the Sheppard Mullin
attorneys with primary responsibility for providing services to
AMR will increase as follows:

   Name                         Title        2012 Rate  2013 Rate
   ----                         -----        ---------  ---------
   Edward H. Tillinghast, III   Partner          $875       $925
   David F. Geneson             Partner          $830       $880
   Sheldon M. Kline             Partner          $575       $600
   Christopher M. Loveland      Partner          $525       $550
   Michele Haydel Gehrke        Special Counsel  $495       $515
   Blanka K. Wolfe              Associate        $535       $580
   Karin H. Johnson             Associate        $455       $500
   Nikolaus Schnermann          Associate        $355       $410
   Ryan J. Rosner               Associate        $285       $370
   Shawn K. Watts               Associate        $295       $295

As reported in the June 6, 2012 edition of the TCR, the Debtors
obtained permission from Bankruptcy Court to employ Sheppard
Mullin as special counsel to:

  (i) assist and advise the Debtors in connection with the
      efforts of the Communications Workers of America to
      represent the Debtors' employees in the Passenger Service
      craft or class, and the efforts of the United
      Transportation Union to represent the Debtors' Crew Track
      Analysts/Schedulers;

(ii) represent the Debtors before the National Mediation Board
      in connection with the CWA's and the UTU's representation
      applications, including, among other things, preparing a
      list of eligible voters, preparing various position
      statements and responses, and appealing the eligibility
      determination of the board investigator; and

(iii) assist and advise American Eagle Airlines, Inc. on certain
      aspects of a collective bargaining agreement with Eagle's
      pilots.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wins OK to Purchase 2 Boeing 777-300ER Planes
----------------------------------------------------------------
American Airlines Inc. received a go-signal to purchase two
Boeing 777-300ER aircraft from The Boeing Co.

The planes are scheduled to be delivered to the company in
February and March, according to the court filing.

American Airlines did not disclose the purchase price for the
aircraft in court papers, which it filed under seal to protect
confidential information.

                         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: Ordered to Pay $1.3MM for RAIC Expenses
----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan ordered AMR Corp. to pay
$1,352,245 as part of the company's assumption of a sublease.

The payment is for the fees and expenses incurred by the Regional
Airports Improvement Corp. and The Bank of New York Mellon Trust
Company N.A.

Earlier, RAIC and the bank won court approval for a deal with
AMR, under which they agreed to the company's assumption of the
sublease dated January 1, 2002.  As part of the deal, AMR was
required to pay the amounts required to cure a default under the
sublease.

Separately, the bankruptcy court approved a stipulation between
AMR and the City of Los Angeles to adjourn the hearing on the
cure amount that should be paid by the company as part of its
assumption of two leases.

Under the stipulation, both sides agreed to adjourn the hearing
to April 3 and to move the deadline for filing objections to
March 27.

The bankruptcy court also authorized AMR to take over a 2002
contract between American Airlines Inc. and Raleigh Durham
Airport Authority.

                         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).


AMF BOWLING: Court Approves Bonus Plan for 3 Execs
--------------------------------------------------
John Reid Blackwell, writing for Richmond Times-Dispatch, reports
that U.S. Bankruptcy Judge Kevin R. Huennekens on Tuesday approved
an incentive plan that would pay three top executives of AMF
Bowling Worldwide Inc. a total bonus of up to $1.029 million if
the company meets certain goals while operating under Chapter 11
bankruptcy protection.  The three employees covered under the plan
are:

     * Stephen D. Satterwhite, AMF's chief operating officer and
       chief financial officer;

     * Rachel S. Labrecque, the company's vice president of
       finance and controller; and

     * Daniel M. McCormack, its general counsel.

According to the report, for the executives to receive bonuses,
the company must meet targets for earnings before interest, taxes,
depreciation and amortization, or EBITDA, that exceed the
covenants in the company's debtor-in-possession financing
agreement.  The bonus would total $686,000 if the company's EBITDA
reached 102.5% of the cumulative monthly targets established under
the financing agreement.  The aggregate bonus would go to $1.029
million if the company's EBITDA reached 120 percent of the debtor-
in-possession targets.  The amount would be reduced by 10% each
month starting in August if the company does not emerge from
Chapter 11 by then, a clause intended to motivate management to
get the company out of bankruptcy protection in a timely manner.

Alternatively, the three employees could receive a $686,000 bonus
if the company is sold for at least $300 million. The $1.029
million bonus would kick in at a sale price of more than $350
million.

The bonus plan was approved over the objections of the U.S.
Trustee Office.

The report notes Robert Van Arsdale, assistant U.S. trustee,
argued in court that the bonus plan "looks remarkably like a
retention plan," which he said may not comply with a 2005 federal
law restricting retention bonuses for top officers of public
companies in bankruptcy.

According to the report, Judge Huennekens, however, agreed with
AMF's lawyers that the bonuses are structured more as incentives
than a retention program.  The judge said he "takes comfort" in
the fact that the committees representing the company's first- and
second-tier creditors support the plan, while the unsecured
creditors committee dropped its objections.

The report notes Judge Huennekens last week approved a proposal to
pay $140,000 to six key AMF employees to help keep them at the
company while it operates under Chapter 11.

                   About AMF Bowling Worldwide

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

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

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

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

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

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

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

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

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


ANDERSON NEWS: Antitrust Appeal Declined by High Court
------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that the U.S. Supreme
Court refused Monday to hear an appeal over bankrupt magazine
wholesaler Anderson News LLC's claims that magazine publishers
schemed to drive it out of business, forcing the publishers to
face antitrust allegations they said didn't pass muster under
Iqbal and Twombly.

The high court denied a petition for writ of certiorari in a one-
line order Monday, allowing the case to proceed after the Second
Circuit reinstated the case in April, the report related.

                        About Anderson News

Anderson News LLC was a sales and marketing company for books and
magazines.  Anderson News ceased doing business in February 2009,
and was the subject of an involuntary Chapter 7 petition filed by
certain of its creditors (Bankr. D. Del. Case No. 09-10695) on
March 2, 2009.  The publishing companies claimed that Anderson
News owes them a combined $37.5 million.  An order for relief was
entered on Dec. 30, 2009, and the bankruptcy case was converted
from one under Chapter 7 to one under Chapter 11 on the same day.


ARCHDIOCESE OF MILWAUKEE: RFRA Does Not Bar Committee's Claims
--------------------------------------------------------------
On April 2, 2007, the Archdiocese of Milwaukee created the
Milwaukee Catholic Cemetery Perpetual Care Trust to provide for
the perpetual care of the Debtor's cemetery property and grounds.
In March 2008, the Debtor funded the Trust by transferring over
$55 million to a Trust bank account at U.S. Bank.  The
Debtor filed a chapter 11 petition on Jan. 4, 2011, and shortly
thereafter, the United States Trustee appointed the Official
Committee of Unsecured Creditors.

On Jan. 13, 2012, Archbishop Jerome E. Listecki, as Trustee of the
Trust, filed a five-count Amended Complaint against the Committee,
which had been granted standing to defend, negotiate and settle
the claims made concerning the Trust.  In the Amended Complaint,
the Archbishop seeks a declaration that (1) the Trust is not
property of the Debtor's bankruptcy estate, and (2) the funds held
in the Trust are not property of the Debtor's bankruptcy estate.
Count III of the Amended Complaint alleges that the Committee
cannot use the Bankruptcy Code to make the Trust property of the
estate because doing so would violate the Religious Freedom
Restoration Act of 1993 (42 U.S.C. Sec. 200bb et. seq.) and the
First Amendment to the United States Constitution.  The Committee
filed a Motion for Summary Judgment, seeking summary adjudication
of Count III and the Committee's related Seventeenth, Twentieth
and Twenty-Second affirmative defenses.

Does including the Trust assets in the bankruptcy estate
substantially burden the Debtor's free exercise of religion in
violation of RFRA, the First Amendment or both?  According to
Bankruptcy Judge Susan V. Kelley, to answer in the affirmative
would compel the Court to reach the unprecedented finding that a
Chapter 11 creditors' committee is the government.

"That is a leap of faith the Court will not make. The Court also
easily concludes that the Bankruptcy Code is a neutral and
generally applicable statute that does not target religion or
religious conduct," Judge Kelley said.  "Therefore, the Court will
grant the Committee's Motion.  This disposition does not
necessarily mean that the Cemetery Trust assets will be available
to pay the Debtor's creditors; the other Counts of the Complaint
and the Committee's Counterclaim remain to be decided."

In its Motion for Summary Judgment, the Committee advances three
arguments: (1) RFRA is applicable only to suits to which the
government is a party; (2) RFRA may not be applied to invalidate
state law, such as Wisconsin fraudulent transfer law; and (3)
application of neutral, generally applicable provisions of the
Bankruptcy Code does not violate First Amendment free exercise
claims.

According to Judge Kelley, RFRA does not apply to bar the
Committee's claims or defenses in the adversary proceeding.  Judge
Kelley also ruled that Wisconsin trust law governs the validity of
the Trust, and Wisconsin fraudulent transfer law governs whether
transfers of the Debtor's property to the Trust are avoidable and
recoverable by the Committee.  The Court agrees with the Committee
that these state laws cannot be invalidated by RFRA.

The cases before the Court are, Archbishop Jerome E. Listecki, as
Trustee of the Archdiocese of Milwaukee Catholic Cemetery
Perpetual Care Trust, Plaintiff, v. Official Committee of
Unsecured Creditors, Defendant; Official Committee of Unsecured
Creditors, Counterclaimant, v. Archbishop Jerome E. Listecki, as
Trustee of the Archdiocese of Milwaukee Catholic Cemetery
Perpetual Care Trust, Counterdefendant; Adv. Proc. No. 11-02459
(Bankr. E.D. Wis.).  A copy of the Court's Jan. 17, 2013 Decision
on Motion for Summary Judgment is available at http://is.gd/sGt5fT
from Leagle.com.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


AS AMERICA: Moody's Affirms 'Caa1' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed AS America, Inc.'s Caa1
Corporate Family Rating and its Caa1-PD Probability of Default
Rating. In a related rating action, Moody's improved American
Standard's rating outlook to stable from negative reflecting
Moody's expectations for improving credit metrics as the company
begins to benefit from the rebound in the domestic repair and
remodeling and new home construction sectors, key drivers of
American Standard's earnings.

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at Caa1;

Probability of Default Rating affirmed at Caa1-PD; and,

$187.5 million Senior Secured Notes due 2016 affirmed at Caa1
(LGD4, 55%).

Rating Rationale

American Standard's Caa1 Corporate Family Rating reflects its high
debt leverage characteristics, even though Moody's anticipates
improving operating performance. The new home construction sector
is showing signs of turn-around, though a full recovery may still
be distant. Also, the repair and remodeling market is facing some
growth prospects over the next year, increasing demand for new
bathrooms and chinaware with the highest profit margins. Moody's
believes that American Standard is beginning to benefit from prior
and ongoing efforts to improve its cost structure. Based on its
forecasts Moody's believes that the company's interest coverage
defined as EBITA-to-interest expense should trend towards 1.0 time
and leverage could decrease to close to 7.0 times over the next 12
to 18 months. Debt-to-book capitalization will remain in excess of
100%, and the company will continue to have significant negative
tangible net worth (all ratios incorporate Moody's standard
adjustments). American Standard will continue to have difficulty
generating significant levels of absolute earnings relative to its
debt service requirements. However, Moody's projects that stronger
free cash flow generation will reduce future reliance on the
revolving credit facility, which was undrawn as of September 30,
2012. The company will likely maintain sufficient liquidity to
cover any potential near-term operating cash shortfalls as working
capital needs increase to meet higher demand.

The change in rating outlook to stable from negative reflects
Moody's expectations for improving operating performance,
resulting in credit metrics that would be more supportive of the
current corporate family rating.

Positive rating actions could ensue when American Standard
demonstrates its ability to generate significant levels of
operating earnings and free cash flow. Operating performance that
results in EBITA-to-interest expense sustained above 1.0 time and
trending towards 1.25 times, debt-to-EBITDA sustained below 7.0
times (all ratios incorporate Moody's standard adjustments) and an
improved liquidity profile could have a positive impact on the
company's credit ratings.

Negative rating actions may occur if American Standard's operating
performance falls below Moody's expectations or if the company
experiences a weakening in financial performance due to an
unexpected decline in its end markets. EBITA-to-interest expense
remaining below 0.75 times, debt-to-EBITDA sustained above 7.5
times (all ratios incorporate Moody's standard adjustments), or a
deteriorating liquidity profile could pressure the ratings.

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

AS America, Inc., headquartered in Piscataway, NJ, is a North
American manufacturer and distributor of bath and kitchen products
for use primarily in the new home construction, repair and
remodeling sector, and commercial construction industries. Sun
Capital Partners, Inc., through affiliated funds, is the primary
owner of American Standard. Bain Capital, through its affiliated
funds, is a minority owner. Revenues for the 12 months through
September 30, 2012 totaled about $840 million.


ASSOCIATED MATERIALS: Moody's Affirms 'Caa1' CFR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service affirmed Associated Materials, LLC's
Caa1 Corporate Family Rating and its Caa1-PD Probability of
Default Rating. In a related rating action, Moody's improved
Associated's rating outlook to stable from negative reflecting
Moody's expectations for improving credit metrics as the company
begins to benefit from the rebound in the domestic repair and
remodeling and new home construction sectors, key drivers of
Associated's earnings.

The following ratings/assessments were affected by this action:

  Corporate Family Rating affirmed at Caa1;

  Probability of Default Rating affirmed at Caa1-PD; and,

  $730 million Sr. Secured Notes due 2017 affirmed at Caa1 (LGD4,
  54%).

Rating Rationale

Associated Materials' Caa1 Corporate Family Rating reflects its
high debt leverage characteristics, despite Moody's expectations
for improving operating performance. Moody's anticipates that
Associated will begin to benefit from the recovery in its key end
markets. The new home construction sector is rebounding, though a
full recovery may still be distant. Also, the repair and
remodeling market is facing some positive growth prospects over
the next year. Based on Moody's forecast, Associated's interest
coverage -- defined as EBITA-to-interest expense -- could near 1.0
time by mid-2014 versus 0.8 times for the 12 months through
September 30, 2012, and its leverage could approach 8.0 times by
mid-2014, compared with 8.7 times at 3Q12 (all ratios incorporate
Moody's standard adjustments). The company will likely have
difficulty generating significant levels of free cash flow to
reduce borrowings by a meaningful amount. The absence of any
maturities until October 2015, when the company's $225 million
asset-based revolving credit facility matures, provides some
offset to the company's high debt leverage metrics. Moody's also
expects the Associated to begin generating slightly positive free
cash flow over the next 18 months, which will provide some support
to the company's adequate liquidity profile.

The change in rating outlook to stable from negative reflects
Moody's expectations for improving operating performance,
resulting in credit metrics that would be more supportive of the
current corporate family rating.

Positive rating actions could ensue when Associated demonstrates
its ability to generate significant levels of operating earnings
and free cash flow. Operating performance that results in EBITA-
to-interest expense sustained above 1.0 time and trending towards
1.25 times, debt-to-EBITDA sustained below 7.0 times (all ratios
incorporate Moody's standard adjustments) and an improved
liquidity profile could have a positive impact on the company's
credit ratings.

Negative rating actions may occur if Associated's operating
performance falls below Moody's expectations or if the company
experiences a weakening in financial performance due to a decline
in its end markets. EBITA-to-interest expense remaining below 0.75
times, debt-to-EBITDA sustained above 7.5 times (all ratios
incorporate Moody's standard adjustments), or a deteriorating
liquidity profile could pressure the ratings.

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

Associated Materials, LLC, headquartered in Cuyahoga Falls, Ohio,
is a North American manufacturer and distributor of exterior
residential building products. The company's core products are
vinyl windows, vinyl siding, aluminum trim coil, and aluminum and
steel siding and accessories. Associated is also a distributor of
roofing materials, insulation, and exterior doors produced by
third parties. Hellman & Friedman LLC, through its respective
affiliates, is the primary owner of Associated. Revenues for the
12 months through September 30, 2012 totaled approximately $1.2
billion.


ATARI INC: Parent Files for Bankruptcy in France
------------------------------------------------
Ben Fritz at Los Angeles Times reports that a day after its
American unit filed for Chapter 11 bankruptcy protection, Paris-
based Atari S.A. on Monday took a similar measure under Book 6 of
that country's commercial code.

Atari S.A. did not make any indication about its future plans,
though with few assets outside of its American subsidiary, it will
quite possibly sell off parts of the company and dissolve, Los
Angeles Times notes.

Los Angeles Times relates that in a statement, Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

"No investor has been willing to replace them as reference
shareholder and principal creditor," Los Angeles Times quotes
Atari S.A. as saying in a statement.  As a result, the statement
added, "The company has been starved for funds and unable to
finance its continued growth."

According to Los Angeles Times, Jim Wilson, chief executive of
both Atari Inc. and Atari S.A., said in a statement that
bankruptcy protection is the best hope for the struggling game
company, still known worldwide for such brands as "Pong" and
"Missile Command," to revive itself with a focus on digital
platforms.

"In light of the current situation with BlueBay, we have decided
to take what we think is the best decision to protect the company
and its shareholders," Los Angeles Times quotes Mr. Wilson as
saying in a statement.  "Through these ongoing procedures, and
especially the auction process in the U.S., we will seek to
maximize the proceeds in the best interest of the company and all
of its shareholders."

Shares in Atari SA are listed in Paris.  They were suspended on
Jan. 22 at EUR0.86 per share, equating to a market capitalization
of EUR25 million, The Deal Pipeline's Paul Whitfield discloses.

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their 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.


BACK YARD BURGERS: Appoints Dave McDougall as New Chief Executive
-----------------------------------------------------------------
Back Yard Burgers, Inc. on Jan. 23 disclosed that it has appointed
foodservice veteran David McDougall as the company's new chief
executive officer effective immediately.

Mr. McDougall, who has a successful track record as a senior
leader in both QSR and full-service restaurants, joins the 85-unit
chain, with more than 30-years-experience in franchising,
operations, international and supply chain management.  Throughout
his foodservice career, McDougall earned a reputation for
operations optimization, financial engineering, technology
enhancements and international expansion, as well as team
leadership.

"Dave has built an enviable career based on integrity, inspiring
others and understanding the needs of both franchisees and
franchisors. He brings the whole package to our brand and we
couldn't be more delighted," said Jim Phillips, Chairman of the
Board of Directors of Back Yard Burgers, Inc.  "As the next
chapter unfolds for the company with our emergence from
restructuring and our fresh new start, we feel that Dave's
seasoned leadership will be invaluable in returning the Back Yard
brand to one of prominence."

Mr. McDougall joins Back Yard Burgers from FranIntel, Inc., an
Atlanta-based financial and operations C level services firm
supporting emerging to midsize franchisors, where he served as
president for two years.

This announcement comes on the heels of Back Yard Burgers' pre-
arranged Chapter 11 Bankruptcy filing and subsequent
reorganization plan, both aimed at protecting the brand's value,
which enjoys wide acceptance across a broad spectrum of consumers.

The restructuring plan, which did not include franchise-owned
locations and had full support of both the Company's owner and
secured lender, was recently confirmed by the U.S. Bankruptcy
Court for the District of Delaware.  The company now has 22
company-owned and 63 franchised locations in 20 states.

Prior to his tenure at FranIntel, Mr. McDougall served as the
senior vice president of QSR operations for NexCen Brands, Inc., a
multi-brand franchise company based in Atlanta.  NexCen operated
such brands as Marble Slab Creamery, Great American Cookie and
Pretzel Maker, had over 1,200 locations with annual sales of $375
million and operated in twelve countries before being sold to
Global Franchise Group.

Previous to NexCen, Mr. McDougall spent twelve years with Cinnabon
in various capacities, including as vice president of operations
at FOCUS Brands, a multi-concept franchise company owned by Roark
Capital.

                     About Back Yard Burgers

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


BAKERS FOOTWEAR: Liquidating Remaining Stores in Chapter 7
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization of Bakers Footwear Group Inc. was
converted on Jan. 18 to liquidation in Chapter 7 where a trustee
was appointed.  The company itself sought a quick termination of
the Chapter 11 effort.  The shoe retailer gave up on trying to
reorganize about 56 remaining stores.  Bakers couldn't complete a
liquidating Chapter 11 plan because the case was "administratively
insolvent," meaning there weren't enough unencumbered assets to
pay professional expenses and other costs incurred since the
bankruptcy began in October.  The bankruptcy judge previously
authorized the company to conduct going-out-of-business sales at
the remaining stores.

                    About Bakers Footwear

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

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

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

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

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

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

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

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

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


BALLENGER CONSTRUCTION: Friday Hearing on Bid to Sell Assets
------------------------------------------------------------
Emma Perez-Trevino, writing for the Valley Morning Star in
Harlingen, Tex., reports that Ballenger Construction Company is
seeking Court approval to sell some assets even as some creditors,
including First Community Bank, want to either foreclose or
reclaim the company's property.

Ballenger filed for Chapter 11 Dec. 7 after defaulting on 22 state
construction projects, listing liabilities of up to $50 million
and more than 3,000 creditors, including Frost Bank, which
maintains that Ballenger has about $28.5 million in loans
outstanding and in default.  In filing for bankruptcy protection,
Ballenger noted that it feared Frost would repossess the
equipment.

According to the report, documents recently filed in court show
that Ballenger wants permission to sell 68.384 acres of land in
Cameron County.  Ballenger stated that the proposed property sale
would not affect the value of its other assets that would
ultimately be sold separately as a going concern or a global sale
through a controlled-sale process.  The proposed purchaser is
Shades of Earth, LP at a price of $360,000, including a 4% broker
fee to Allex International.  The sale proceeds would go to Frost
after closing costs and property tax payments.

The report says the firm also wants permission to sell equipment,
a Northwest Model 190D Dragline with bucket and boom for $125,000
to Alleyton Resource Corp., with the sale proceeds also to Frost
after payment of taxes.

The report also relates the firm on Monday requested approval to
sell at auction 46 pickup trucks and trailers that are in the San
Antonio area.  This request also is pending.

The two requests are slated to be considered at a court hearing
Friday, the report says.

The report also notes First Community Bank is seeking relief from
the automatic stay to accelerate the debt and foreclose on 14.52
acres of land at Palmetal Subdivision.  The bank's attorney, Chris
Boswell, stated in the court record that this request is made in
connection with a $2.2 million loan to Ballenger Construction in
October 2007.  The outstanding debt as of Jan. 15 was $312,414.
The court record notes that Ballenger had not made regular monthly
payments for December and January, with the combined past due
amount of $40,554.  The bank's request will go to a hearing on
Feb. 11.

The report also notes that Vulcan Construction Materials, LP seeks
the return of goods it sold and delivered to Ballenger late last
year.  Vulcan stated that it is owed $341,331 in reclamation goods
and $89,054 in administrative expense goods.  This request also is
pending.

Ballenger Construction Co., filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. 12-20645) on Dec. 7, 2012, in Corpus
Christi, listing under $50,000 in assets and $10 million to $50
million in liabilities.  Judge Richard S. Schmidt oversees the
case.  The Debtor is represented by Roderick Glen Ayers, Jr.,
Esq., at Langley Banack Inc. as counsel.  A copy of the Company's
list of its 20 largest unsecured creditors is available for free
at http://bankrupt.com/misc/txsb12-20645.pdf The petition was
signed by Joe C. Ballenger Jr./Joe C. Ballinger Sr.,
president/CEO.


BIG M: May Sell Assets, Committee Lawyer Says
---------------------------------------------
Joan Verdon, writing for The (N.J.) Record, reports that Big M
Inc. has indicated that selling the company is one path it may
take to emerge from Chapter 11 bankruptcy, according to an
attorney selected to represent the creditors' committee.

The report relates Jay Indyke, Esq., of Cooley LLP, the proposed
counsel for the creditors' committee, said Big M has indicated to
creditors that it would like to sell the company as a going
concern and that it has initiated a process to seek offers. He
said he believed there are people who would be interested in
buying the company.

According to the report, Glenn Langberg, who was named chief
restructuring officer of Big M as part of the bankruptcy
proceeding, said Tuesday that he was not prepared to comment on
possible buyers, but said Big M is "looking at all our strategic
options."  The report notes that prior to the bankruptcy filing,
Mr. Langberg was outside consultant to Big M.  His firm, GRL
Capital Advisors, was hired by Big M in 2011 to help it reorganize
in the face of falling revenue and tight credit, according to
court documents.  Mr. Langberg was also involved in the
restructuring of Strauss Discount Auto, an auto-parts chain that
filed for Chapter 11 bankruptcy five times.  Last year, Strauss
shut all of its stores and liquidated.

The report notes a hearing on Big M is scheduled for Thursday in
U.S. Bankruptcy Court in Newark, N.J., for final approval of $13.2
million in secured financing.  The bankruptcy court previously
gave interim approval for the loan.

                            About Big M

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

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

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

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


BIOLITEC INC: Files for Chapter 11 After Rival's $23MM Victory
--------------------------------------------------------------
Biolitec, Inc., the U.S. arm of Germany-based fiber optic devices
manufacturer Biolitec AG, has sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Case No. 13-11157) to stop competitor
AngioDynamics Inc. from collecting $23 million it won in a breach
of contract lawsuit.

In papers filed in bankruptcy court in Newark, New Jersey,
Biolitec says that due to management errors made by former chief
operating officer Kelly Moran, it sustained operating losses in
2008 and 2009 and incurred more than $12 million in litigation
defense fees over the last six years.  Financial support from the
parent allowed the Debtor to continue operating.

Brian K. Foley, the present chief operating officer, says the
Debtor returned to profitability in fiscal years 2010 through the
present.  While most of the crippling litigation has been
resolved, two set of suits still continue:

    1. The ADI Litigation. Lawsuits brought by a competitor,
       AngioDynamics, Inc. ("ADI"), in federal court in New York
       and Massachusetts to recover defense and liability costs in
       now-settled underlying patent infringement litigation; and

    2. The Moran/Morello Litigation. Lawsuits brought by the
       Kelly Moran, and his wife, Carol Morello, each of whom has
       a 5% ownership interest in the Debtor.  Both have asserted
       claims against, inter alia, the Debtor under the New Jersey
       Oppressed Shareholder Act and the Massachusetts Wage Act.

According to Mr. Foley, the ADI Litigation presents a material
threat to the Debtor's ability to continue operating.  Recent
developments in that litigation have forced the Debtor to commence
the Chapter 11 case to preserve the value of its business.

On Nov. 8, 2012, the U.S. District Court for the Northern District
of New York entered a partial final judgment in favor of ADI for
$23,156,287.  The judgment arises from a Sept. 27, 2011 memorandum
decision that granted ADI's claim that the Debtor breached a
"knowledge qualified" representation in an April 1, 2002 Supply
and Distribution Agreement.

The Debtor has appealed the judgment and expects that appeal to
result in reversal of the ADI judgment and dismissal of ADI's
breach of contract lawsuit.  The Debtor filed its opening brief
with the U.S. Court of Appeals for the Second Circuit on Jan. 18.

                          Lift Stay Motion

The Debtor has filed a number of first day motions, consisting of
administrative motions and motions relating to the Debtor's
business operations.

Among the first day motions is an application to lift the
automatic stay in order to permit the Debtor to continue to
expeditiously prosecute the Appeal during the pendency of this
Chapter 11 case.

The Debtor also seeks entry of an order extending its time to file
its schedules of assets and liabilities and statements of
financial affairs for a period of 15 days, without prejudice to
the Debtor's ability to request additional time if necessary.

The Debtor seeks approval to pay the prepetition wages and
benefits owed to employees.  The Debtor employs 24 individuals, 8
of whom are paid on an hourly basis.

Moreover, the Debtor filed motions to continue its existing cash
management system, prohibit utilities from discontinuing service,
pay prepetition claims of taxing authorities.

The Debtor is seeking expedited consideration of its first day
motions.

                        About Biolitec Inc.

Biolitec Inc. is a member of the Biolitec Group, a multinational
group of affiliated companies that is a global market leader in
the manufacture and distribution of fiber optic devices and
products such as medical lasers and fibers, photo-pharmaceuticals
and industrial fiber optics.  Biolitec AG, a German public company
listed on the highly regulated Prime Standard segment of the
Frankfurt stock exchange, is the ultimate parent of the Debtor.


BOMBARDIER RECREATIONAL: S&P Rates New US$1.05BB Secured Loan 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
Valcourt, Que.-based recreational products manufacturer Bombardier
Recreational Products Inc. (BRP), including its 'B+' long-term
corporate credit rating on the company.  The outlook is stable.

In addition, S&P assigned its 'B+' issue-level rating and '4'
recovery rating to BRP's proposed US$1.05 billion senior secured
term loan B due 2019.  The '4' recovery rating indicates S&P's
expectation of average (30%-50%) recovery in the event of default.
S&P understands that proceeds of the new term loan will be used to
refinance existing term debt, pay a special C$375 million
dividend, and for general corporate purposes.

The ratings on BRP reflect Standard & Poor's view of the company's
"weak" business risk profile and "aggressive" financial risk
profile.

"We base our business risk assessment on the volatile demand for
the company's products due to their discretionary nature, which
led to sharp declines in revenue and profit in the last recession,
and intense competition," said Standard & Poor's credit analyst
Lori Harris.  "These factors are partially offset by what we
consider BRP's solid market position in the recreational products
industry, improved operating performance, and well-established
dealer network," Ms. Harris added.

S&P's financial risk assessment is based on the company's
aggressive financial policy and weak credit protection measures.

BRP manufactures motorized recreational products including
snowmobiles under the Ski-Doo and Lynx brand names, watercraft
under the Sea-Doo name, power sport engines under the Rotax name,
all-terrain vehicles, side-by-side vehicles and roadsters under
the Can-Am name, and outboard engines under the Evinrude name.
The company's revenues are geographically diversified, with key
markets in the U.S., Canada, and Europe.

The stable outlook reflects Standard & Poor's opinion that BRP
will sustain improvement in its operating performance and that
credit ratios will be in line with S&P's expectations in the
medium term, including adjusted debt to EBITDA in the 3x-4x range.
S&P could lower the ratings if the company's financial flexibility
weakens because of poor operating performance or additional
sizable dividends, resulting in adjusted debt to EBITDA above 5x.
Although S&P recognizes the company's good credit metrics for the
ratings and higher margin point to potentially improving
creditworthiness, the ratings on BRP remain constrained at current
levels owing to its ownership structure and future financial
policy considerations.


BURGER PORK: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Burger Pork Farms, LLC
        1310 Valley View Drive
        Jasper, IN 47546

Bankruptcy Case No.: 13-70073

Chapter 11 Petition Date: January 22, 2013

Court: United States Bankruptcy Court
       Southern District of Indiana (Evansville)

Judge: Basil H. Lorch III

Debtor's Counsel: John Andrew Goodridge, Esq.
                  1925 W. Franklin Street
                  Evansville, IN 47712
                  Tel: (812) 423-5535
                  Fax: (812) 423-7370
                  E-mail: jagoodridge@jaglo.com

Scheduled Assets: $1,619,950

Scheduled Liabilities: $13,014,064

A list of the Company's 15 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/insb13-70073.pdf

The petition was signed by John G. Burger, owner.

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                     Case No.
     ------                     --------
Southern Swine, LLC             13-70074
Haysville Feed Mill, LLC        13-70075
Burger Turkey Farms, LLC        13-70076

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
John G. & Cathrine R. Burger           13-70043   01/14/13


CARBONOKS LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Carbonoks, LLC
        22 Capital Street
        Charleston, WV 25301

Bankruptcy Case No.: 13-30024

Chapter 11 Petition Date: January 22, 2013

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Ronald G. Pearson

Debtor's Counsel: James M. Pierson, Esq.
                  PIERSON LEGAL SERVICES
                  P.O. Box 2291
                  Charleston, WV 25328
                  Tel: (304) 925-2400
                  E-mail: jpierson@piersonlegal.com

Scheduled Assets: $867,919

Scheduled Liabilities: $2,248,314

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/wvsb13-30024.pdf


CARL'S PATIO: Proposes Bayard as Counsel
----------------------------------------
Carl's Patio, Inc., and its affiliates seek approval from the
Bankruptcy Court to hire Bayard, P.A., as counsel nunc pro tunc to
January 21, 2013.

Bayard intends to charge the Debtors for its services as
bankruptcy counsel based on its regular hourly rates for such
Services: directors, $485 to $890; associates and counsel, $310 to
$485; and legal assistants $195 to $285.

The principal attorneys and paralegal assigned to represent the
Debtors and their current standard hourly rates are:

         Professional              Hourly Rate
         ------------              -----------
         Neil B. Glassman              $890
         Charlene D. Davis             $750
         Justin R. Alberto             $375
         Larry Morton (paralegal)      $285

The Debtors will reimburse Bayard for its expenses incurred in
connection with Bayard's retention in the chapter 11 cases and the
performance of services.

During the one year immediately preceding the Petition Date, the
Debtors paid to Bayard fees totaling $265,000.

Bayard attests to the Court that the firm (a) is not a creditor,
equity security holder or insider of the Debtors; (b) is not and
was not, within two years before the Petition Date, a director,
officer or employee of the Debtors; (c) does not hold or represent
any interest materially adverse to the interests of the Debtors'
estates or any class of creditors or equity security holders; and
(d) is not related to any judge of the Court, the U.S. Trustee, or
any employee of the U.S. Trustee.

                        About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
has 68 employees.  The company leases all its locations and do not
own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.

Carl's Patio estimated total assets and total debts of $10 million
to $50 million.  The Debtor owes $2.19 million on a secured
revolver, and $3.01 million on a term loan from Fifth Third.  The
Debtor also has $600,000 of subordinated debt.


CARL'S PATIO: Seeks OK for Alliance as Financial Advisor
--------------------------------------------------------
Carl's Patio, Inc., and its affiliates seek approval from the
Bankruptcy Court to hire BGA Management, LLC, doing business as
Alliance Management, as financial advisor, nunc pro tunc to the
Petition Date.

Prepetition, Alliance assisted the Debtors with preparation of a
confidential information memorandum for delivery to potential
purchasers, contacted potential interested bidders and provided
due diligence support for interested parties.

During the pendency of the Chapter 11 cases, Alliance has agreed
to, among other things, continue to asses and evaluate the
Debtors' financial condition, and assist with the sale and
liquidation of the assets.

Alliance will bill its time for services rendered at these hourly
rates:

      a. Michael Knight $450
      b. Alex G. Smith, Chris Tomas, and James Cullen $375
      c. Brock Kline and Justin Pugh $275
      d. Deb Cramer $175

In addition to the fees, Alliance will be reimbursed for all
reasonable business and travel expenses including charges for
telephone, postage, fax and copying associated with Alliance's
work.

The Debtors paid Alliance a $25,000 prepetition retainer, which it
applied to its fees and expenses in the ordinary course of
business.

                        About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
has 68 employees.  The company leases all its locations and do not
own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.

Carl's Patio estimated total assets and total debts of $10 million
to $50 million.  The Debtor owes $2.19 million on a secured
revolver, and $3.01 million on a term loan from Fifth Third.  The
Debtor also has $600,000 of subordinated debt.


CDII TRADING: RBSM Replaces Sherb & Co. as Accountant
-----------------------------------------------------
CD International Enterprises, Inc., was informed by its
independent registered public accounting firm, Sherb & Co., LLP,
that it has combined its practice with RBSM LLP effective Jan. 1,
2013.  As a result of the combination and upon notice by Sherb to
the Company, on Jan. 15, 2013, Sherb in effect resigned as the
Company's independent registered public accounting firm and RBSM
LLP became the Company's independent registered public accounting
firm.  The engagement of RBSM LLP as the Company's independent
registered public accounting firm was ratified and approved by the
Board of Directors of the Company on Jan. 17, 2013.

The principal accountant's reports of Sherb on the financial
statements of the Company as of and for the two years ended
Sept. 30, 2012, and 2011 did not contain any adverse opinion or
disclaimer of opinion and were not qualified or modified as to
audit scope or accounting principles.  The principal accountant's
report of Sherb on the financial statements of the Company for the
fiscal year ended Dec. 31, 2012, contained an explanatory
paragraph disclosing the uncertainty regarding the Company's
ability to continue as a going concern.

During the two years ended Sept. 30, 2012, and 2011 and through
Jan. 18, 2013, there were no disagreements with Sherb on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which if not resolved
to Sherb's satisfaction would have caused it to make reference
thereto in connection with its reports on the financial statements
for those years.  During the two years ended Sept. 30, 2012, and
through Jan. 18, 2013, there were no reportable events of the type
described in Item 304(a)(1)(v) of Regulation S-K.

During the two years ended Sept. 30, 2012, and through Jan. 18,
2013, the Company did not consult with RBSM LLP with respect to
any of (i) the application of accounting principles to a specified
transaction, either completed or proposed; (ii) the type of audit
opinion that might be rendered on the Company's financial
statements; or (iii) any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K)
or an event of the type described in Item 304(a)(1)(v) of
Regulation S-K.

                        About CDII Trading

CDI International's wholly-owned subsidiary, CDII Trading, filed a
voluntary petition (Bankr. S.D. Fla. Case No. 12-15810) on March
9, 2012,

CD International Enterprises, Inc. -- http://www.cdii.net/-- is a
U.S. based company that produces, sources, and distributes
industrial commodities in China and the Americas and provides
business and financial corporate consulting services.
Headquartered in Deerfield Beach, Florida with corporate offices
in Shanghai, CD International's unique infrastructure provides a
platform to expand business opportunities globally while
effectively and efficiently accessing the U.S. capital markets.


CENTENNIAL BEVERAGE: Wins Access to Cash Until Feb. 4
-----------------------------------------------------
Since filing for bankruptcy in December, Centennial Beverage Group
LLC sought and obtained entry of three interim orders that grant
it continued access to cash collateral until Feb. 4, 2013.

Secured creditor Compass Bank is owed at least $6.08 million on a
revolving loan and $11.6 million under a term loan.  Compass Bank
has consented to the use of cash in accordance with the terms of
the interim orders.

As adequate protection, the Debtor is granting the lender
additional and replacement security interests in the Debtor's
assets, an allowed superpriority administrative expense claim,
payment of postpetition interest, and reimbursement of out-of-
pocket disbursements.

The budget forecasts total sales of approximately $13.9 million
during the 13 weeks ending on March 17, 2013, total receipts of
approximately $21 million, operating cash flow of $7.4 million,
and net cash flow of approximately $5.1 million.

                     About Centennial Beverage

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

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

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

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


CENTENNIAL BEVERAGE: Cheers Buys 13 Liquor Stores
-------------------------------------------------
Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, obtained approval from the Bankruptcy Court to sell its 13
locations to Cheers Spirits & Liquors LLC.

Centennial Beverage sought to sell 13 stores to Cheers for $50,000
for each of the locations. The Cheers purchase and sale agreement
(PSA) contemplates an assumption and assignment of the leases held
by Centennial on 11 of the 13 stores, effective as of the issuance
of the license to Cheers from the Texas Alcohol Beverage
Commission (the "TABC") to operate each store.  Cheers will pay
January 2013 rent on these locations.  The remaining two locations
are owned by JWV Associates, LP, a partnership in which Centennial
holds a 99% limited partnership interest.  The Cheers PSA
contemplates that Cheers will enter into a lease with JWV
Associates, for these two locations, effective upon the issuance
of a TABC license for each store.  Centennial will remain in those
locations in which it is currently conducting operations and will
continue ongoing sales efforts until Cheers' receipt of the TABC
license for a given property.

Eight of the 13 stores included in the sale were closed by the
Debtor prior to the Petition Date, and the Debtor has determined
that the remaining five stores are not necessary for its projected
future operations, either as result of underperformance or
otherwise.

The sale order signed by the bankruptcy judge on Jan. 18 provides
that all outstanding ad valorem property taxes, sales taxes, or
personal property taxes for years prior to and including 2012,
including any penalties or interest thereon, are to be paid in
full by the Debtor within three business days of the closing of
the asset sale.

The Debtor is also required to pay cure amounts of $2,500 to Palm
Bean Holdings (2202) LLC.

The assumption and assignment of the locations leased from
National Retail Properties, LP will not be effective, and the
Debtor, JWV Associates, Ltd., and Cheers will have no obligations
with respect thereto, until approval by the Court by separate
order of the proposed settlement between the Debtor, NRP, and
Cheers resolving the objection filed by NRP to the Motion.

National Retail, which leased properties for seven of the Debtor's
retail locations, opposed the Cheers transaction, citing that by
the terms of their master lease, the debtor may not sever, and
then assume and assign, only a part of the master lease.

Counsel to National Retail can be reached at:

         David M. Bennett, Esq.
         Cassandra Ann Sepanik, Esq.
         THOMPSON & KNIGHT LLP
         1722 Routh Street, Suite 1500
         Dallas, TX 75201
         Telephone: 214/969-1700
         Facsimile: 214/969-1751
         E-mail: david.bennett@tklaw.com
                 cassandra.sepanik@tklaw.com

                     About Centennial Beverage

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

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

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

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


CENTENNIAL BEVERAGE: Selling Headquarters for $4.9 Million
----------------------------------------------------------
Centennial Beverage Group LLC's corporate headquarters are
currently located at 10410 Finnell Street, City of Dallas, County
of Dallas, Texas, in an 83,305 square foot office and warehouse
building.  The property is owned by VEI SPE LLC, the sole member
of which is the Debtor.  Nationwide Life Insurance Co. holds a
lien in the property in connection with an outstanding $3.36
million loan to VEI SPE LLC.

Given the reduction in the number of stores being operated by the
Debtor and the corporate office employee headcount, the Debtor has
determined that it no longer requires the current amount of office
and warehouse space.  The Debtor intends to relocate its corporate
headquarters to a more appropriately sized location.

VEI SPE has marketed the Headquarters Property, through its
broker, CBRE, in an effort to identify a suitable buyer of the
Headquarters Property.

VEI has entered into a purchase and sale agreement for the sale of
the Headquarters Property to Stephenson Living Trust as buyer.
The proposed gross purchase price for the Headquarters Sale is
$4,900,000.  CBRE will receive a commission from the gross
proceeds of the sale in the amount of $147,000 (3% of the gross
sales price).  After satisfaction of the commission, the
Nationwide Loan, and closing costs, the Debtor estimates net sale
proceeds of approximately $250,000.  The Headquarters Sale is
expected to close on or about Jan. 21, 2013.

Accordingly, the Debtor sought an order approving (a) the
Headquarters sale to Stephenson Trust pursuant to the PSA; (b) the
rejection of the Headquarters Lease, and (c) the abandonment of
any remaining property at the Headquarters Property.

Chief Bankruptcy Judge Barbara J. Houser only approved the motion
in part.  The judge approved the sale of the personal property,
including furniture, of the Debtor to Stephenson Trust pursuant to
the PSA.  However, the bankruptcy judge ruled that the
Headquarters Property being conveyed to the Stephenson Trust is
property of VEI SPE, LLC, a non-debtor, and is therefore (a) not
property of the bankruptcy estate of the Debtor, (b) not subject
to the jurisdiction of this Court, and (c) not subject to the
Court's ability to order sales free and clear of liens, claims,
encumbrances, or interests pursuant to 11 U.S.C. Sec. 363(f).

                        Warehouse Property

Centennial Beverage Group LLC used warehouse space located at 6005
W. Pioneer Parkway, Arlington, Texas 75220 for the limited purpose
of storage of fixtures, furniture, equipment, and records. The
property is owned by JWV Associates, Ltd.  The Debtor owns a 99%
interest in JWV and is the sole limited partner of JWV.  The
Debtor currently leases the warehouse property from JWV.

The Debtor has determined that it no longer requires the amount of
warehouse space currently being leased.  Accordingly, JWV entered
into a purchase and sale agreement for the sale of the Warehouse
property to The Oakridge School, Inc., for $250,000.

The judge authorized the Debtor to reject the warehouse lease and
abandon any remaining personal property.

                     About Centennial Beverage

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

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

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

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


CENTENNIAL BEVERAGE: Three Appointed to Creditors Committee
-----------------------------------------------------------
The U.S. Trustee has appointed an official unsecured creditors'
committee in the Chapter 11 case of Centennial Beverage Group LLC.

Retalon, Inc., was in the original list of members of the
Committee but resigned.

The present Committee members are:

     (1) Andrew C. Springer
         1029 Lady Lore Lane
         Lewisville, TX 75056
         Tel: 214-808-9938
         Fax: 972-899-2385
         E-mail: aspringer@excoresources.com

     (2) Glazers Inc.
         Alan N. Greenspan
         14911 Quorum Drive, Ste. 400
         Dallas, TX 75254
         Tel: (972) 392-8333
         Fax: (972) 392-8330
         E-mail: alan.greenspan@glazers.com

     (3) Kurz Group
         Attn: Mark Vandagriff
         8333 Douglas Avenue, Ste. 1370
         Dallas, TX 75225
         Tel: (214) 696-4656
         Fax: (214) 696-4692
         E-mail: mark@kurzgroup.com

                     About Centennial Beverage

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

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

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

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


CEREPLAST INC: Debt Holders Waive Event of Default
--------------------------------------------------
Cereplast, Inc. is providing a shareholder update and an outlook
for 2013.  Cereplast has created additional liquidity through the
generation of approximately $500,000 in revenue over the last six
weeks while continuing to focus on restructuring its operations to
further position the Company for growth throughout 2013.

     Revenue Generation in Europe, the United States and Asia

In Europe, specifically in Italy, the Italian parliament made a
critical vote on December 13, 2012, which confirms the proposed
sanctions on companies using traditional plastic bags and mandates
a switch to bioplastic or other alternatives 60 days from the
publication of the Application Decree.  In anticipation of the
final Application Decree to be signed, Cereplast has received
several orders for blown film resin, which were fulfilled
utilizing its existing inventory.  All customer payments were
received in advance of shipment or within conservative credit
terms.  The Company expects continued growth in demand for blown
film as a result of the anticipated legislation in Italy.

In the United States, Cereplast received several orders for
compostable resins that will be used for food service
applications.  Multiple large food chains have started to embrace
the use of compostable material for food service ware items
including straws, cups and cutlery, for which Cereplast's resins
are in demand.  Cereplast has fulfilled these orders and all
payments have been received.

Cereplast received several purchase orders from existing clients
in India.  Management is encouraged by the progress made in India
and anticipates their investments in this new market will
translate into additional purchase orders and future revenue
growth in 2013.

                       Debt and Indenture

Management announced that Cereplast's debt holders have waived the
event of default, and have agreed to forbear from exercising their
rights and remedies under the Indenture with respect to the
Company's failure to make interest payments due on June 1, 2012
and December 1, 2012.  The Company was successful in arranging a
structured investment from an institutional investor, offering a
repayment plan to settle both the past due interest balance as
well as the coupon due in June 2013.  The restructuring provides
the Company relief until December 2013.

With respect to the Compass Horizon term loan, an arrangement was
completed by which an institutional investor will repay the
remaining principal and interest owed under the Term Loan.

                  Working Capital and Liquidity

To provide the Company with the required working capital to
continue operations, approximately $1 million in short term
convertible debt and equity financing was completed.  In order to
maximize these new investments, the Company has enacted an
operational restructuring strategy which includes a reduction in
operating costs.  Additionally, the Company has taken aggressive
cost cutting measures, which include a furlough for production
employees and a reduction in its worldwide headcount to 17
employees.

In order to improve cash flow, the Company adjusted their sales
and shipment policy, requiring payment in advance of shipment and
reducing terms to less than 30 days for large domestic companies.

     Inventory Recovery from Delinquent Accounts Receivable

Cereplast initiated a systematic strategy to recover their
customers' unsold inventories associated with their delinquent
Accounts Receivable balances.  In September 2012, 22 containers of
the Company's Compostable resins were successfully recovered,
valued at approximately $2 million.  The same strategy will be
used to recover available remaining assets across Europe, Italy,
Germany and Malta.

                      Intellectual Property

Management believes that there is tremendous unlocked value within
the intellectual property portfolio of the Company.  As the
industry continues to evolve, management believes that large
conglomerates will begin to make further investments. It is
therefore critical to continue to protect the Company's
intellectual property while continuing key Research and
Development projects.  In 2012, Cereplast was granted two patents
and is prepared to file an additional five patents in the next few
weeks covering both families of resins: Cereplast Compostables(R)
resins and Cereplast Sustainables(R) resins, including Cereplast
Algae Bioplastics(TM).

                         About Cereplast

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

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

                         Bankruptcy Warning

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

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

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

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

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

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

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

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

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

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

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


COLDWATER PORTFOLIO: Lenders Say Debtor's Plan Unconfirmable
------------------------------------------------------------
U.S. Bank National Association, as successor trustee for GS
Mortgage Securities Corporation II, Commercial Mortgage Pass-
Through Certificates, Series 2006-G G6 and RBS Financial Products,
Inc., object to the proposed disclosure statement explaining
Coldwater Portfolio Partners, LLC's Chapter 11 plan.

The Debtor's Chapter 11 Plan of Reorganization, according to the
Lenders, cannot be confirmed because (1) the Lenders will reject
the Plan and the Debtor cannot obtain acceptance by an unimpaired
class of creditors; (2) the Plan is not fair and equitable as to
the Lenders' secured claims; (3) the Plan discriminates unfairly
against Lenders' unsecured deficiency claims; and (4) the Plan is
not feasible.

The Lenders say that the Court should instead require Debtor to
timely submit a confirmable Chapter 11 Plan or agree to lift
exclusivity so that the Lenders' Plan may move forward.  According
to the Lenders, if, however, the Court allows the Debtor to
proceed with its proposed cramdown Plan, the Court should continue
any decision on the adequacy of the Disclosure Statement until the
value of the value of the Property and/or the amount of Lenders'
secured claims have been resolved.

Additionally, according to the Lenders, the Disclosure Statement
is materially misleading.  The Disclosure Statement (1) refers to
"consensual treatment" that is no longer a part of the Plan, (2)
misstates and mischaracterizes the Lenders' position in this case,
and (3) does not fully or accurately describe the consideration
proposed to be given to the "new investor" in exchange for its
"New Cash Investment."  Accordingly, the Lenders argue that the
Court should not approve of the Disclosure Statement, because it
does not contain adequate information as required by 11 U.S.C.
Sec. 1125.

                           Lenders' Plan

The Debtor's exclusive periods to file and obtain acceptance of a
plan terminated when Debtor did not file a plan within 120 days
after the Petition Date.  On Aug. 16, 2012, after termination of
Debtor's statutory exclusive periods, the Lenders filed their
Chapter 11 Plan.  The Lenders' Plan provides for the orderly sale
or other disposition of the Debtor's Property and other assets,
the payment in full of all allowed administrative claims and
priority claims in the Chapter 11 case and guarantees that
unsecured trade creditors receive no less than a pro rata share of
$100,000.  After a contested hearing held on Nov. 6, 2012, the
Court reinstated and extended Debtors' exclusive period to confirm
a plan through Feb. 22, 2013.

                           Debtors' Plan

As reported in the TCR on Dec. 14, 2012, the Debtor's Plan
provides that the Debtor will reorganize with the help of
financing proposed by N3 retail Investors, LLC, as the plan
sponsor.  The Plan includes an opportunity for the lenders to
choose consensual treatment, under which they would receive a one-
time payment of at least $35,000,000 from the plan sponsor as
"stalking horse bidder in complete satisfaction of all of the
lenders' claims and liens.  In addition, consensual treatment
would include bid procedures for potentially obtaining higher
qualified bids.

However, the lenders have been unwilling to consider a version of
a jointly sponsored Plan or even specify a market price point at
which they would no longer credit bid their indebtedness to defeat
a sale of their collateral.  Accordingly, the Plan also proposes
nonconsensual treatment of the lenders in the event the lenders
continue to refuse to accept or even discuss consensual treatment.

To fund the nonconsensual treatment, the plan sponsor will make a
cash investment of $5,000,000 in the Reorganized Debtor and will
become the sole owner of the equity of the Reorganized Debtor.
The nonconsensual treatment of the lenders' claims involves
$4,000,000 from the cash investment to reduce the lenders' secured
claim and a $31,000,000 secured note maturing after 15 years.

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

                About Coldwater Portfolio Partners

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
etition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill &
Stelle LLC, serve as the Debtor's counsel.  Variant Capital
Advisors LLC provides investment banking services to the Debtor.
CPP estimated assets of $10 million to $50 million and debts of
$50 million to $100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc. is the parent of Coldwater II.


COSTA BONITA: DF Servicing Fails in Bid to Dismiss Case
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
denied the motion of DF Servicing LLC for the dismissal of Costa
Bonita Beach Resort Inc.'s Chapter 11 case.

DF Servicing in its motion says the Debtor lacks adequate
insurance coverage over property of the estate given to it as
collateral to secure its claim.

The Debtor countered that DF's allegations are completely
unfounded, meritless and made without any basis or supporting
evidence and asked the Court to enter an order recognizing the
adequacy of its insurance policy on its Project at Culebra, Puerto
Rico and denying the motion to dismiss by DF, with prejudice.

The Debtor pointed out that:

   1. DF does not appear as Certificate Holder in any of the
submitted insurance policies.  Debtor requested the insurer to
substitute DF for Doral Bank,  which provided the financing for
the construction of the Project, as Certificate Holder but the
insurer replied that DF must submit a written authorization from
Doral, authorizing the substitution of Doral for DF as loss payee.

   2. Building No. 42 of the Project is covered under the Policy.

    3. The Debtor has maintained adequate insurance on the
Project.

                 About Costa Bonita Beach Resort

Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa
Bonita Beach Resort in Culebra, Puerto Rico.  It filed a
bankruptcy petition under Chapter 11 of the Bankruptcy Code for
the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009.
During this case, the Court entered an Opinion and Order finding
that the Debtor satisfied all three (3) prongs of the Single Asset
Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec.
362(d)(3). The Court also entered an Order modifying the automatic
stay to allow creditor DEV, S.E., to continue in state court
proceedings for the removal of the illegal easement and the
restoration of DEV, S.E.'s land to its original condition by the
Debtor.  The first bankruptcy petition was dismissed on May 10,
2011 on the grounds that the Debtor failed to comply with an April
21, 2011 Order and the Debtor's failure to maintain adequate
insurance.  The case was subsequently closed on Oct. 11, 2011.

Costa Bonita Beach Resort filed a second bankruptcy petition
(Bankr. D. P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San
Juan, Puerto Rico.  In the 2012 petition, the Debtor said assets
are worth $15.1 million with debt totaling $14.2 million,
including secured debt of $7.8 million.  The apartments are valued
at $9.6 million while a restaurant and some commercial spaces at
the resort are valued at $3.67 million.  The apartments serve as
collateral for the $7.8 million while the commercial property is
unencumbered.

Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case.
Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case.
The petition was signed by Carlos Escribano Miro, president.


CROSS ISLAND: Court Converts Cases to Chapter 7
-----------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
granted the U.S. Trustee's motion to convert Cross Island Plaza,
Inc., and Block 12892 Realty Corp.'s Chapter 11 cases to cases
under Chapter 7 of the Bankruptcy Code.  At a hearing on Dec. 17,
2012, the Court also denied the Debtor's oral motion for a stay
pending appeal of the Court's decision granting the UST's motion
converting the cases to Chapter 7.

                        About Cross Island

Rosedale, New York-based Cross Island Plaza, Inc., and affiliate
Block 1892 Realty Corp. filed Chapter 11 petitions (Bankr.
E.D.N.Y. Case Nos. 12-42491 and 12-42493) on April 4, 2012.

Cross Island claims to be a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101 (51B).  The Debtor disclosed $30,637,984 in
assets and $74,014,238 in liabilities as of the Chapter 11 filing.

CIP owns and operates an office building and parking lot known as
"One Cross Island Plaza" in Rosedale.  The property consists of
three floors and a lower level which is occupied by roughly 100
tenants.  Block owns an additional parking lot in close proximity
to the One Cross Island Plaza, and has entered into a ground lease
with CIP to provide additional parking space for two tenants of
Cross Island.

Judge Nancy Hershey Lord presides over the cases.  Adam L. Rosen,
Esq., at Silverman Acampora LLP, initially served as the Debtors'
counsel.  The firm was later replaced by Tarter Krinsky & Drogin
LLP.  The petition was signed by Chloe Henning, authorized
representative.

To date, no committee, trustee, or examiner has been appointed the
cases.


CROSSMARK HOLDINGS: Moody's Gives 'B2' CFR; Rates Sec. Loans 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and B2-PD probability of default rating to CROSSMARK Holdings,
Inc. Moody's also assigned B1 ratings to the first lien senior
secured credit facilities, consisting of a $75 million revolving
credit facility due 2017 and $310 million term loan due 2019.
Moody's assigned a Caa1 rating to the $105 million second lien
senior secured term loan due 2020. The ratings outlook is stable.
This is a first-time rating for the company.

Proceeds from the debt were recently used to fund a leveraged
buyout ("LBO") transaction, whereby affiliates of Warburg Pincus
made a majority investment in Crossmark.

CROSSMARK Holdings, Inc.

  Corporate family rating at B2

  Probability of default rating at B2-PD

  $75 million first lien senior secured revolving credit facility
  due 2017 at B1 (LGD3, 35%)

  $310 million first lien senior secured term loan due 2019 at B1
  (LGD3, 35%)

  $105 million second lien senior secured term loan due 2020 at
  Caa1 (LGD5, 86%)

Ratings Rationale

The ratings reflect Crossmark's high estimated pro forma leverage
of approximately 6.0 times (Moody's adjusted), modest coverage
with EBITDA less capex to interest of about 2.0 times, and
expectations for only modest free cash flow generation. The rating
also considers competition from the two leading sales & marketing
agencies ("SMA"), Acosta and Advantage Sales & Marketing. Moody's
believes the business is generally stable, however, it is
susceptible to variability in operating performance to the extent
clients reduce their marketing expenditures, bring activities in-
house, or consolidate/restructure. The rating also captures the
risks associated with private equity ownership, namely the
possibility of distributions and leveraged acquisitions. The
ratings are supported by Crossmark's business position as one of
three players of size in the SMA industry, its scale in terms of
retail locations served and direct buying points, and the relative
stability of its EBITDA margins. Moody's believes that Crossmark
can tolerate higher leverage relative to service companies in more
cyclical markets given the relative stability of the underlying
consumer products it represents.

The stable outlook reflects Moody's expectation that Crossmark
will organically expand its EBITDA through new client wins such
that leverage gradually improves from initial post-LBO levels.

Moody's could downgrade the ratings if Crossmark experiences
meaningful client losses and/or EBITDA fails to grow such that
debt to EBITDA approaches 6.5 times, EBITDA less capex to interest
falls below 1.5 times, and/or annual free cash flow is only
breakeven or negative. The ratings could also be downgraded if the
company's liquidity profile weakens.

The ratings could be upgraded if Crossmark demonstrates a track
record of earnings growth, sustainably reduces leverage below 4.5
times, increases EBITDA less capex to interest above 2.5 times,
and generates free cash flow as a percentage of debt closer to
10%. An upgrade would also require a conservative posture with
respect to acquisitions and dividends.

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

Headquartered in Plano, Texas, Crossmark is a sales and marketing
services company in the consumer goods industry that provides
service to manufacturers and retailers. The company is majority
owned by affiliates of Warburg Pincus.


CUI GLOBAL: Files Numerous Documents with SEC
---------------------------------------------
CUI Global, Inc., filed with the U.S. Securities and Exchange
Commission several documents, including, among other things,
copies of:

    * July 1, 2011, binding LOI for CUI Global to convey its 49%
      ownership interest in Comex Electronics to the owners of the
      remaining 51% of Comex Electronics

    * Comex divestiture payment schedule, effective July 1, 2011

    * July 11, 2011 Memorandum of Understanding with Ericsson

    * March 5, 2010, Exclusive Field of Use Agreement with
      California Power Research to license their BPS-5 topology,
      now marketed as Solus Topology

    * Sept. 18, 2009, non-exclusive Field of Use Agreement with
      Power-One, Inc., to license Power-One's Digital Power
      Technology patent.

The documents can be accessed at http://is.gd/vUyU6d

                         About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global reported a net loss allocable to common stockholders of
$48,763 in 2011, compared with a net loss allocable to common
stockholders of $7.01 million in 2010.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.  Webb & Company did not include a
"going cocern qualification" in its report on the Company's 2011
financial results.

The Company's balance sheet at Sept. 30, 2012, showed
$36.61 million in total assets, $11.79 million in total
liabilities and $24.82 million in total stockholders' equity.


DENBURY RESOURCES: Moody's Rates New $1BB Senior Sub. Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Denbury
Resources Inc.'s proposed $1.0 billion senior subordinated notes
due 2023. Denbury's Ba3 Corporate Family Rating, SGL-3 Speculative
Grade Liquidity rating, and stable rating outlook remain
unchanged. Proceeds from the notes offering will be used to fund
tender offers on Denbury's existing two tranches of 2016 senior
subordinated notes, with the remaining amount used to reduce
outstandings under its revolving credit facility and general
corporate purposes.

"The refinancing will extend Denbury's debt maturity profile and
decrease its interest expense, thus, improving its liquidity
profile in a debt neutral transaction," commented Gretchen French,
Moody's Vice President.

Rating Assignments:

    $1.0 Billion Senior Subordinated Notes due in 2023, Rated B1
    (LGD 4, 68%)

Moody's current ratings for Denbury Corporation are:

    Corporate Family Rating of Ba3

    Probability of Default Rating of Ba3-PD

    Senior Subordinate Notes rated B1 (LGD 4, 68%)

Ratings Rationale

The B1 rating on Denbury's senior subordinated notes reflects both
the overall probability of default of Denbury, to which Moody's
assigns a Probability of Default Rating of Ba3-PD, and a loss
given default rating of LGD 4, 68%. Denbury has a $1.6 billion
secured borrowing base revolving credit facility. The revolver is
secured by nearly all of the company's oil and gas properties. The
size of the potential senior secured claims relative to the
subordinated notes results in the notes being notched one rating
beneath the Ba3 Corporate Family Rating under Moody's Loss Given
Default Methodology.

Denbury's Ba3 Corporate Family Rating reflects its large scale,
low risk and long-lived asset base. Denbury is amongst the largest
Ba3 E&P companies that Moody's rates and is the leading
independent carbon dioxide (CO2) tertiary production operator in
the US, with a geographically diversified footprint spread across
several mature basins. In addition, the company has significant
sources of CO2 supply and owns extensive CO2 infrastructure,
providing the company a major competitive advantage against
potential competitors. The Ba3 also considers the company's heavy
exposure to oil production (over 90% of pro forma production),
with favorable pricing fundamentals translating into relatively
strong margins and return expectations for the company.

Denbury's Ba3 rating is tempered by the heavy upfront capital
needs and long-lead times associated with its CO2 operations, high
breakeven costs of tertiary oil production, which can limit the
company's profitability during oil price downturns, and the
expectation that management will continue to have a degree of
shareholder return focus. While pro forma financial leverage in
terms of debt/production is high at over $35,000/boe, pro forma
debt to proven developed reserves is roughly $12/Boe, which is in
line with similarly rated peers.

The stable outlook reflects Denbury's progress in implementing its
CO2 projects, as indicated by the positive production responses
achieved in 2012, and the company's high cash margins and good
return expectations relative to peers as a result of its oil-
weighted production. Although financial leverage in terms of
debt/production is considered high for the rating, the stable
outlook assumes that overall leverage will trend modestly lower
over the mid-term with further growth in production and reserves.
The stable outlook also assumes that any potential future share
buybacks will not be financed with debt and will not curtail
Denbury's expected production and reserve growth profile.

The ratings could be upgraded if Denbury reduces its leverage to
less than $30,000/boe of daily production and $10/boe PD reserves
on a sustainable basis, while maintaining its positive production
trends and good margins.

The ratings could be downgraded if Denbury's retained cash
flow/debt declines below 35% on a long term basis. The ratings
could be also pressured if the company engages in debt funded
share repurchases or predominately debt funded material
acquisitions.

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

Denbury Resources Inc. is headquartered in Plano, Texas.


DENBURY RESOURCES: S&P Revises Outlook to Stable; Affirms 'BB' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Plano,
Texas-based Denbury Resources Inc. to stable from positive and
affirmed its ratings, including the 'BB' corporate credit rating,
on the company.

S&P also assigned a 'BB' issue rating (the same as the corporate
credit rating) to Denbury's proposed $1 billion senior
subordinated notes issue due 2023.  S&P's recovery rating on
Denbury's senior subordinated notes remains '3', indicating
S&P's expectation of meaningful recovery in the event of a payment
default.  Denbury is using proceeds from this offering to
refinance existing debt.

"We are revising the outlook to stable from positive to reflect
Denbury's higher debt balance following the company's
$1.05 billion acquisition of Cedar Creek Anticline reserves from
ConocoPhillips," said credit analyst Marc Bromberg. "Denbury is
funding the Cedar Creek acquisition with proceeds from the recent
sale of its holdings in the Bakken basin."

The outlook is stable to reflect the expectation under S&P's
current operating assumptions that S&P is unlikely to raise or
lower the corporate credit rating over the next 12 months.
However, S&P could still lower the rating if Denbury posts weaker
production or profitability than current expectations.  S&P could
also lower the rating if its spending program results in more
aggressive leverage measures than it currently contemplate.  S&P
considers leverage below 3.5x to be necessary to maintain a 'BB'
rating.

S&P considers an upgrade to be unlikely, given its expectation
that Denbury will continue to rely on debt to fund its aggressive
growth plans.


DEWEY & LEBEOUF: Says Ex-Workers Cutting Corners With Layoff Suit
-----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Dewey & LeBoeuf
LLP shot back Friday at former employees' putative class action
over mass layoffs that accompanied its bankruptcy filing last
year, insisting the allegations must be filed as claims in the
Chapter 11 proceeding rather than as an adversary proceeding.

The defunct law firm was responding to a lawsuit brought in May by
former Dewey document specialist Vittoria Conn alleging it
violated provisions of the New York state and federal Worker
Adjustment and Retraining Notification Acts, which require
business to give employees a heads up before relieving them of
their jobs, the report related.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DIGITAL DOMAIN: Bankruptcy Sale Halted for Disney Appeal
--------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Monday halted a $5.4 million sale of 3-D film
patents by defunct effects shop Digital Domain Media Group Inc. to
make way for an appeal from a Walt Disney Co. unit that claims it
is licensed to use the technology.

At a court hearing conducted by telephone from Wilmington, U.S.
Bankruptcy Judge Brendan L. Shannon granted Disney a 45-day stay
of his order approving the sale to allay the entertainment giant's
concerns, the Law360 report related.

Disney appealed and filed papers Jan. 2 in U.S. District Court in
Delaware seeking a stay pending appeal.  Disney is afraid that
completion of the sale will extinguish its rights in the
technology even if it wins the appeal.  Disney contends the appeal
raises "an issue of first impression" regarding the interplay of
patent and bankruptcy law.  Disney said in its papers that RealD
is automatically precluded from completing the sale until Jan. 4.
Consequently, Disney wants a district judge to hold up the sale
until the appeal is completed in two or three months.

                       About Digital Domain

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

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

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

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

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

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

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


DNL INDUSTRIES: Files for Chapter 11 in White Plains
----------------------------------------------------
Bedford, New York-based DNL Industries, LLC, filed a bare-bones
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-22079) in White
Plains on Jan. 22, 2013.

The U.S. Trustee has already scheduled a meeting of creditors for
Feb. 13, 2013 at 1:30 p.m. at Room 243A, in White Plains.

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

The Debtor has not yet filed its formal schedules of assets and
liabilities and statement of financial affairs.  The documents are
due Feb. 5, 2013.

The Debtor estimated assets of at least $10 million and
liabilities of less than $10 million in the Chapter 11 petition.


DRINKS AMERICAS: Fails to Pay $2.4 Million to Investors
-------------------------------------------------------
Drinks Americas Holdings, Ltd., previously sold to one accredited
investor a $4,000,000 non-interest bearing debenture pursuant to a
Securities Purchase Agreement.  The Company's obligations under
the Debenture and the SPA were secured by a Pledge Agreement.

Additionally, on Dec. 13, 2011, the Company and the Investor
entered into a Forbearance Agreement whereby the Investor agreed
to forbear from enforcing the Investor's remedial rights against
certain defaults under the Loan Documents until Jan. 1, 2013.
Pursuant to the Forbearance Agreement, the Debenture remained in
full force and effect and, as a result of certain defaults under
the Loan Documents, the outstanding amount owed under the
Debenture, including interest, fees, penalties and legal fees, was
agreed to be no less than $2,000,000, with interest, fees and
penalties continuing to accrue.  Notwithstanding the Debenture
Balance, the Company and the Investor agreed to a payoff balance
of $1,126,360.

Pursuant to the Forbearance Agreement, the Company made various
scheduled payments towards the Forbearance Amount.  However, the
Company was unable to pay the final payment for $408,000 plus all
accrued and unpaid interest on or prior to its due date, Jan. 1,
2013, or within the five business day cure period.  Accordingly,
on Jan. 15, 2013, the Investor delivered a notice of default to
the Company.  The Default Notice contained, among other things,
(i) a termination of the Forbearance Agreement; (ii) a request for
partial repayment of the Debenture Balance by release, pursuant to
the Forbearance Agreement, of 400,000 shares of the Company's
Common stock held in escrow; (iii) a demand for the immediate and
accelerated payment of all amounts due under the Debenture and
Forbearance Agreement equal to $2,149,888.

October 15 Debenture

The Company, on Oct. 15, 2012, sold a $325,000 convertible
debenture to one accredited investor.  The proceeds to the Company
were $250,000 and the Convertible Debenture contained an original
issue discount of $75,000.  The Convertible Debenture bears a 0%
interest rate, an 18% default interest rate and matured on
Jan. 15, 2013.  In connection with the sale of the Convertible
Debenture, the Company, the Holder and a pledgor, an entity owned
by the Company's former Chief Executive Officer and Chairman,
Federico Cabo, entered into a security interest and pledge
agreement whereby the Pledgor, deposited 2,000,000 shares of the
Company's common stock as security for the performance of the
Company under the Convertible Debenture.  On Jan. 15, 2013, the
Company received a letter of default for the nonpayment of the
$325,000 due to the Holder on the Maturity Date.  In the Letter of
Default, the Holder declared the Company's default under the
Convertible Debenture and demanded the release of the Pledge
Shares pursuant to the Security Agreement.

License Agreement

On Dec. 10, 2012, Drinks Americas received a letter from Worldwide
Beverage Imports, LLC, demanding that the Company immediately pay
all amounts due to WBI under that certain License Agreement
(Spirits) dated June 27, 2011, as amended, by and between the
Company and WBI.  Pursuant to the License Agreement, if the
Company fails to cure a violation of a material provision of the
License Agreement within 30 days after written notice of that
breach, the License Agreement may be terminated.  The Company was
unable to pay all past due amounts owed to WBI within thirty days
of Dec. 10, 2012.

On Jan. 10, 2013, the Company received a notice from WBI
terminating the License Agreement based on the Company's failure
to cure all past due invoices.  Accordingly, the Company (i) is
immediately obligated to pay WBI all sums owed by the Company to
WBI; (ii) must discontinue use of WBI's trademarks, service marks,
and trade names; (iii) must take all other actions as may be
reasonably necessary to terminate the Company's business and
contractual arrangements with WBI and to transition its sales and
services to WBI.

                        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.


EAGLE POINT: Amended Plan Provides for Full Payment of Claims
-------------------------------------------------------------
Arthur Critchell Galpin and Eagle Point Developments, LLC, filed
on Dec. 17, 2012, a First Amended Disclosure Statement in support
of their First Amended Joint Plan of Reorganization.

The Debtors have recently obtained an appraisal of the Eagle
Collateral which, although still conservative in the Debtors'
opinion, establishes that transfer to US Bank/SAG of the Eagle
Collateral will more than fully satisfy debt owed to US Bank/SAG
and eliminate any basis for allowance of an unsecured deficiency
or guaranty claim against the EPD and Galpin estates.  Additional
adjustments and modifications of loans of secured creditors are
proposed in the Plan and are intended to track market conditions.
The Plan also disallows disputed, contingent and unliquidated
Guaranty Claims, except those as to which the Plan specifically
provides the applicable secured creditor with different treatment
and such secured creditor accepts such treatment by voting in
favor of the Plan.  Due to the value of the collateral for all
guaranteed loans, the Debtors do not believe any creditor will
suffer financial loss as a result of modification of any loan
and/or disallowance of a Guaranty Claim.

Galpin and EPD anticipate, and the Plan provides, for payment in
full of all Allowed Claims.  On the other hand, with respect to
Galpin's estate, in the event of a Chapter 7 liquidation,
unsecured creditors would receive only a minimal distribution on
their claims, possibly under 5%.

The Plan establishes 27 classes of Claims and Interests and sets
out the Debtors' proposed treatment of each Class.  The summary of
treatment of claims under the Plan are:

     A. EPD Secured Claims: Class 1 includes the Secured,
        Deficiency and Guaranty Claims of US Bank/ SAG against EPD
        and Galpin.  These Claims will be satisfied in full by, at
        US Bank/SAG's option, the Debtors deeding the Eagle
        Collateral to US Bank and/or SAG either pursuant to the
        Plan or by the parties' execution of the Settlement
        Agreement attached as Exhibit A to the Plan.  Class 2 (EPD
        HOA Secured Claim) will retain its lien on Eagle
        Collateral after the deed of the property to US Bank/SAG,
        but will not receive a distribution under the Plan.
        Likewise, with respect to all real property assets covered
        by the Plan, the Class 22 Property Tax secured creditors
        will retain their liens on such property with the same
        priority as such liens had on the Petition Dates.

     B. Property Tax Claims: As to EPD or any other situation in
        which the property is being transferred or surrendered to
        the senior lienholder, the holder of the Property Tax
        Claim will not be entitled to receive a distribution under
        the Plan or proceed with collection against Reorganized
        Debtors, but its rights will otherwise remain unaltered.
        To the extent Debtors' interest in the property is being
        retained, the Claims will be paid in full with interest at
        the statutory rate as provided in the Plan.

     C. Galpin Secured Claims and Guaranty Claims: Plan
        provides for certain restructuring and modification of
        some existing loans between Debtors or borrower and the
        applicable secured lender in Classes 3, 6, 7, 8, 9, 10,
        11, 18, 20 and 21, which adjust the loan terms to market
        conditions, but otherwise provide for Debtors to pay such
        obligations in full, as modified.  Certain of the
        modifications pertain to secured obligations of entities
        that are not Debtors, but as to which Galpin has issued a
        guarantee.  Contingent upon confirmation of the Plan and
        each affected creditors' vote in favor of the
        modifications as provided in the Plan, Galpin's guarantees
        will remain in effect to the extent provided in the Plan.
        To the extent an affected creditor objects to the
        Plan or fails to timely return a ballot accepting the
        treatment and modifications of the loan documents as
        proposed in the Plan, the guarantee will be disallowed
        under the Plan along with other Guaranty Claims that are
        not specifically provided for.

     D. Claims Settled after the Petition Date: The Classes 12-17
        Claims of Evergreen have been resolved via a court
        approved settlement prior to submission of the Plan.  The
        Plan contemplates performance of the Evergreen Settlement
        and disallowance of any other claims of Evergreen,
        including any Unsecured or Guaranty Claims.

     E. General Unsecured Claims: The Plan further provides for
        payment in full of all allowed general unsecured claims in
        Classes 25 and 26, over time, with interest as provided in
        the Plan.

     F. Equity Interests: Class 27 consists of Galpin's equity
        interest in EPD, which will be retained by Galpin;
        however, no cash distributions on account of EPD assets
        will be made to creditors of the Galpin estate until Class
        25 EPD Unsecured Creditors are paid in full.

A full-text copy of the First Amended Disclosure Statement is
available for free at:

       http://bankrupt.com/misc/EAGLE_POINT_ds_1amended.pdf

                       U.S. Trustee Objects

U.S. Trustee Robert D. Miller, Jr., tells the Court that the
Disclosure Statement should not be approved.  The Disclosure
Statement, generally, should provide more disclosure and analysis
with regard to whether, and to what extent, either or both
bankruptcy estates will incur any tax expense on account of the
surrender of the Eagle Collateral to US Bank and SAG.  Any such
tax impact could have a detrimental effect on the feasibility of
the Plan and creditors and interested parties should be advised of
the Debtors' expectations of that additional expense.

                  About Eagle Point Developments

Eagle Point Developments, in Medford, Oregon, developed the Eagle
Point Golf Course, which was built in 1996.  Eagle Point filed for
Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-60353) on
Feb. 1, 2012.  Judge Thomas M. Renn oversees the case, taking over
from Judge Frank R. Alley III.  Sussman Shank LLP serves as
bankruptcy attorneys.  The petition was signed by Arthur Critchell
Galpin, managing member.

Eagle Point's case is jointly administered with Mr. Galpin's
personal bankruptcy case (Bankr. D. Ore. Case No. 12-60362), which
is the lead case.  In schedules, Mr. Galpin disclosed total assets
of $35.7 million and total liabilities of $51.7 million.


EASTMAN KODAK: Court Approves $844MM Interim and Exit Financing
---------------------------------------------------------------
In a significant step toward its emergence from Chapter 11,
Eastman Kodak Company on Jan. 23 received approval from U.S.
Bankruptcy Court Judge Allan Gropper of the Southern District of
New York for the company's previously announced commitment from
the Steering Committee of the Second Lien Noteholders Committee
for interim and exit financing.  This financing, which authorizes
Kodak to borrow up to $844 million, strengthens Kodak's position
to successfully execute its remaining reorganization objectives,
finalize its Plan of Reorganization, and emerge from Chapter 11 in
mid-2013.

"The Court's approval of this financing commitment puts Kodak in a
strong position to emerge from Chapter 11.  This agreement, in
conjunction with the recently approved sale and licensing of our
digital imaging patent portfolio, lays the financial foundation
for our Plan of Reorganization and a successful emergence from
Chapter 11 as a profitable and sustainable company," said Antonio
M. Perez, Chairman and Chief Executive Officer.  "Taken together,
these accomplishments, along with other recent developments, such
as the resolution of certain of our legacy liabilities,
demonstrate the tangible and meaningful progress Kodak is making
as it moves through the final phase of its restructuring."

The previously announced financing includes new money term loans
of $455 million, as well as term loans of up to $375 million
issued to holders of senior secured notes participating in the new
money term loans in a dollar-for-dollar exchange for amounts
outstanding under the company's pre-petition second lien notes.
The financing is predicated on certain conditions, including the
successful completion of the sale of Kodak's digital imaging
patent portfolio for no less than $500 million.  The Bankruptcy
Court recently approved the sale of this portfolio for $527
million, and the completion of this sale is expected in February
2013.

Upon meeting certain additional conditions, the approved financing
also provides Kodak the option of converting up to $644 million of
the loans into exit financing due five years after emergence.  The
additional conditions include the consummation of a Plan of
Reorganization by September 30, 2013, the resolution of the
company's U.K. pension obligations, and the successful completion
of all or a portion of the sales of Kodak's Document Imaging and
Personalized Imaging businesses, as detailed in the agreement.
Kodak continues to make progress toward these objectives.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Projects Printing Biz. Cash Flow of $494MM in 2017
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. projects that cash flow from the
commercial printing businesses will rise to $494 million in 2017
from $167 million in 2013.  The projections, contained in a
regulatory filing, were given to creditors accompanying
discussions on emergence from bankruptcy reorganization.

According to the report, the projections assume that other
businesses had been exited although they are still in the process
of being sold or closed down.  Revenue is projected to rise to
$3.2 billion in 2017 from $2.52 billion in 2013.

The cash flow projections represent predicted earnings before
interest, taxes, depreciation and amortization.  They don't
include the treatment of debt through a Chapter 11 plan and
numerous other expenses, such as foreign and domestic pension and
post-employment costs.

The report notes that the new projections update those prepared in
August when the company was attempting to sell digital imaging
technology.  Kodak won approval from the bankruptcy judge this
month to sell the assets for about $525 million to a consortium of
12 of the world's largest technology companies.  Kodak had been
hoping the patents might command a price up to $2.5 billion.

Kodak's $400 million in 7% convertible notes due in 2017 traded at
10:20 a.m. on Jan. 22 for 13.375 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  Before Kodak abandoned the prior technology
sale process, the same bonds brought 26 cents on Aug. 6.

The Bloomberg report also relates that the bankruptcy judge
authorized Kodak to sell the power facility at Eastman Business
Park to Recycled Energy Development LLC for $8.5 million without
an auction.  The plant produces 125 megawatts of electricity along
with steam and refrigeration for the business park.

                      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.


EDISON MISSION: Fitch Withdraws Ratings Over Bankruptcy Filing
--------------------------------------------------------------
Fitch Ratings has withdrawn its Issuer Default and securities
ratings for Edison Mission Energy and Midwest Generation LLC.
Fitch is withdrawing the ratings following the Dec. 17, 2012
filing by EME and 16 of its subsidiaries for protection under
Chapter 11 of the United States Bankruptcy Code. Fitch downgraded
the Issuer Default Ratings of EME and MWG to 'D' on Dec. 21, 2012.


EDUCATION HOLDINGS: Wants March 22 Extension for Schedules
----------------------------------------------------------
Education Holdings 1, Inc., asks the Bankruptcy Court to extend
for an additional 30 days to March 22, 2013, its deadline file
schedules of assets and liabilities and statement of financial
affair.

The Debtor also wants the Court to enter an order permanently
waiving the requirements to (i) file the documents, and (ii)
convene an 11 U.S.C. Sec. 341(a) meeting of creditors, if its
prepackaged plan is confirmed prior to March 22.

The Debtor has proposed a March 7 combined hearing on the plan and
the explanatory disclosure statement.

The Debtor says that given the nature of the case in which plan
votes have been solicited prepetition and general unsecured
creditors are unimpaired under the plan, "cause" exists to extend
the current 30-day deadline.

                    About Education Holdings 1

Education Holdings 1, Inc., is a holding company that through its
Penn Foster division, operates the oldest and one of the largest
distance career schools in the world - generating over 150,000 new
enrollments annually for its accredited, career-focused, online
degree and vocational programs in the U.S., Canada and over 150
other countries in the world.

In March 2012, Education Holdings sold its higher education
readiness (HER) division, including the name and brand the
Princeton Review, to an affiliate of Charlesbank Capital Partners.

Education Holdings, just three years after acquiring using
borrowed funds the Penn Foster distance career schools for $170
million, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-
10101) on Jan. 21, 2013, with a bankruptcy-exit plan negotiated
with major debt holders.

Penn Foster Education Group, Inc. nor Penn Foster Inc. are not
included in the Chapter 11 filings.


EDUCATION HOLDINGS: Proposes GCG as Claims and Notice Agent
-----------------------------------------------------------
Education Holdings 1, Inc., seeks approval from the Bankruptcy
Court to hire GCG, Inc., as claims and noticing agent.

To relieve the Bankruptcy Court and the clerk's office of various
burdens, the Debtor has tapped GCG to assume full responsibility
for the distribution of notices, the maintenance, processing and
docketing of proofs of claim.

The Debtor seeks to retain GCG pursuant to terms that its
principals indicate are customary in the industry.  GCG has agreed
to provide discounted hourly rates and agreed to cap the highest
hourly rate at $295:

   Position                                Discounted Rate
   --------                                ---------------
Administrative and Claims Control            $45 to $55
Project Administrators                       $70 to $85
Quality Assurance Staff Consultant           $80 to $125
Project Supervisors                          $95 to $110
Systems, Graphic Support & Tech Staff       $100 to $200
Project Managers and Sr. Project Managers   $125 to $175
Directors and Asst. Vice Presidents         $200 to $295
Vice Presidents and above                       $295

For its noticing services, GCG will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For its claims
administration services, GCG will charge $0.15 per claim for
association of claimants' names and addresses to the database, and
will bill at its discounted hourly rates for processing of claims.

For solicitation and processing of ballots, GCG will also charge
at its discounted hourly rates.  But expert services provided by
Vice President Jeff Stein in connection with solicitation and
tabulation will be at a rate of $310 per hour.

The Debtor provided GCG a $30,000 retainer.

GCG is a disinterested person as that term is defined in 11 U.S.C.
Sec. 101(14).

The Debtor reviewed the proposals from at least two other court-
approved claims agents to ensure a competitive process.

                    About Education Holdings 1

Education Holdings 1, Inc., is a holding company that through its
Penn Foster division, operates the oldest and one of the largest
distance career schools in the world - generating over 150,000 new
enrollments annually for its accredited, career-focused, online
degree and vocational programs in the U.S., Canada and over 150
other countries in the world.

In March 2012, Education Holdings sold its higher education
readiness (HER) division, including the name and brand the
Princeton Review, to an affiliate of Charlesbank Capital Partners.

Education Holdings, just three years after acquiring using
borrowed funds the Penn Foster distance career schools for $170
million, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-
10101) on Jan. 21, 2013, with a bankruptcy-exit plan negotiated
with major debt holders.

Penn Foster Education Group, Inc. nor Penn Foster Inc. are not
included in the Chapter 11 filings.


EWTC MANAGEMENT: Court Confirms Kartar and EWTC Joint Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon confirmed on
Dec. 14, 2012, Kartar Singh Khalsa and EWTC Management LLC's First
Amended Joint Plan dated Nov. 13, 2012.  Kartar Singh Kalsa is the
managing member of EWTC Management, LLC.

There is no consolidation of assets and liabilities of the Joint
Plan proponents.  Kartar will provide for and pay the creditors
that he is responsible for from his assets and EWTC will provide
for ad pay the creditors that is is responsible for fro its
assets.

The Plan segregates the various claims and interests into 6
Classes: Class 1 - Secured Claims; Class 2 ? Litigation Settlement
Claims; Class 3 ? Kartar Unsecured Claims; Class 3a: EWTC
Unsecured Claims; Class 4 ? Indemnity Covered Claims; Class 5 ?
Domestic Support Obligations; and Class 6 ? Debtor's ownership
interests.

Under the Joint Plan, Secured Claims in Class 1 will be paid in
full in accordance with the loan documents.  Allowed Secured
Claims will be deemed cured upon payment of financial defaults due
under the loan documents.  Class 1 Claims are not impaired.

Unless previously closed, on the Distribution Date, the Debtor
will pay the Litigation Settlement Claims in Class 2 and transfer
designated property to such entity as counsel for the Settlement
Claimants directs and in accordance with the Core Settlement
Agreement.  Class 2 Claims are impaired.

Kartar Unsecured Claims in Class 3 will be paid in full on the
Distribution Date or by subsequent distributions on the
Distribution Dates.  Class 3 Claims are impaired.

EWTC Unsecured Claims in Class 3a will be paid an initial payment
on the Distribution date and by subsequent distributions on the
Distribution Dates.  Full payment of EWTC claims may be delayed
until there are recoveries on the professional liability claims
held by EWTC.  Class 3a Claims are impaired.

The Plan provides that all holders of membership interests in the
Debtor will retain their interests and Kartar Singh Khalsa and
Karam Singh Kalsa, will continue as a managing member of EWTC
Management, LLC.  Kartar Singh Khalsa, an an individual debtor,
will remain in control of his financial affairs.

The individual debtor and the LLC Debtor will make payment to the
claims from liquid funds on hand in their bank accounts after
establishing reserves or absent available funds for such payment
will liquidate property to generate funds for payment.  EWTC full
payment will await litigation recoveries.  Kartar payment is
expected to be completed in 180 days.

A copy of the redlined version of the First Amended Joint
Disclosure Statement for Debtors' First Amended Joint Plan of
Reorganization is available at :

             http://bankrupt.com/misc/ewtc.doc241.pdf

                  About Golden Temple Management

EWTC Management LLC, fka Golden Temple Management LLC, the
management company of Golden Temple of Oregon LLC, maker of Yogi
Tea, filed for Chapter 11 protection (Bankr. D. Ore. Case No.
12-60536) on Feb. 18, 2012.  Winston & Cashatt, Lawyers, P.S.,
serves as its lead Chapter 11 counsel.  Albert & Tweet, LLP,
serves as its local counsel.

The Debtor's primary asset is its 90% ownership of Golden Temple
of Oregon LLC, which has its principal assets in Springfield,
Oregon.  The Debtor and GTO are parties to a number of suits
involving monetary and equitable relief sought against them as
well as litigation related to the intellectual property of the
companies, notably the Golden Temple and Yogi Tea brands.

The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group filed for Chapter 11 in
anticipation of large claims being filed against them after they
lost a lawsuit in December 2011.  Multnomah County Circuit Judge
Leslie Roberts ruled that Mr. Khalsa breached his fiduciary duties
to the Sikh religious community founded by the late Yogi Bhajan
and that he and other Golden Temple Management members were
unjustly enriched, when they gained ownership of 90% of the
company in 2007.

GTO itself is not a party to the bankruptcy.

Ford Elsaesser, Esq., of Elsaesser Jarzabek Anderson Elliott &
Macdonald, Chtd., serves as associate mediator.

Myers & Co. Consultants LLC asks the Court to appoint it as
receiver/custodian in the Chapter 11 case of the Debtor, and
approved the retention of Sussman Shank LLP as its counsel.


FTLL ROBOVAULT: Three Held in Contempt by Florida Judge
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a Florida bankruptcy judge is on a roll.  Twice last
week he held people in contempt in the Chapter 11 reorganization
of FTLL Robovault LLC.  The latest targets were Marvin T. Chaney,
the company's principal, and Lawrence B. Wrenn, a lawyer for
Robovault.  U.S. Bankruptcy Judge John K. Olson in Fort Lauderdale
held both in civil contempt on Jan. 18 and directed the U.S.
Marshals to apprehend both and bring them to court.

According to the report, Judge Olson earlier this month had
directed both to attend a Jan. 17 hearing and take specified
actions, else they would be held in contempt.  Neither attended
the hearing nor sent a lawyer to represent them.  They also didn't
deliver documents and take other actions Judge Olson ordered them
to complete by Jan. 17.

In the same case the day before, Judge Olson had federal marshals
take a different individual into custody when his belligerent
behavior and claim to represented Pope Benedict XVI led the judge
to conclude the circumstances seemed dangerous.

The Bloomberg report notes Judge Olson has experience in imposing
sanctions.  He had a lawyer suspended from practice in bankruptcy
court for 60 days on account of "disrespectful and impertinent"
attacks on the court.  The suspension was upheld in October by the
U.S. Court of Appeals in Atlanta.

                       About FTLL RoboVault

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Developer Marvin Chaney signed
Chapter 11 petitions for Robo Vault and affiliate Off Broward
Storage.  The companies own modern storage warehouses in Fort
Lauderdale.  The petition scheduled $18,665,069 in assets and
$21,528,776 in liabilities.

The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Southern District of Florida that until further notice, it
will not appoint a committee of creditors pursuant to Section 1102
of the Bankruptcy Code.

Bankruptcy Judge Raymond B. Ray initially presided over the case.
On Nov. 19, the case was transferred to Judge John K. Olson.

Lawrence B. Wrenn, Esq., served as the Debtor's counsel.  In
November, Donald F. Walton, the U.S. Trustee for Region 21, sought
and obtained approval from the U.S. Bankruptcy Court to appoint
Barry E. Mukamal as Chapter 11 Trustee.  Following the Chapter 11
Trustee's appointment, Mr. Wren voluntarily dismissed himself in
the Debtor's bankruptcy case.


GENERAL EMPLOYMENT: Receives NYSE Listing Non-Compliance Notice
---------------------------------------------------------------
General Employment Enterprises, Inc. disclosed that on January 17,
2013, the Company received a letter from NYSE MKT, LLC which
stated, among other things, that the Company has failed to timely
file its annual report with the SEC for its fiscal year ended
September 30, 2012, and that the timely filing of this report is a
condition to the Company's continued listing on the NYSE MKT
pursuant to Sections 134 and 1101 of the NYSE MKT'S Company Guide.
The Letter further states that in order to maintain its listing,
the Company must submit a plan to the NYSE MKT by January 31, 2013
advising of action the Company has taken or will take that will
bring the Company into compliance with Sections 134 and 1101 of
the Company Guide by no later than April 17, 2013.

The Company intends to timely submit its Plan to the NYSE MKT and
will continue to work diligently with its new independent
registered public accounting firm to finalize the Company's
financial statements to enable the Company to file its annual
report for its fiscal year ended September 30, 2012 prior to April
17, 2013.  If the NYSE MKT determines that the Company has made a
reasonable demonstration of its ability to return to compliance
with the continued listing standards, the NYSE MKT may accept the
Plan and the Company would then be able to continue its listing
during the Plan period, during which time the Company will be
subject to periodic reviews by the NYSE MKT.  If the NYSE MKT does
not accept the Plan, the Company will be subject to delisting
proceedings.  If the Plan is accepted, but the Company is not in
compliance with all the continued listing standards of the Company
Guide by April 17, 2013, or if the Company does not make progress
consistent with the Plan during the Plan period, the NYSE MKT may
initiate delisting proceedings.  The Company may appeal a
determination by the NYSE MKT to initiate delisting proceedings in
accordance with Section 1010 and Part 12 of the Company Guide.
There can be no assurance that the Company's Plan will be accepted
by the NYSE MKT, or that, if accepted, the Company will be able to
successfully implement the Plan and return to compliance with the
NYSE MKT's continued listing standards within the required time
period.

The Company's common stock continues to trade on the NYSE MKT
stock exchange under the symbol "JOB," but will become subject to
the trading symbol extension ".LF" to denote non-compliance with
the NYSE MKT's continued listing standards.

                    About General Employment

General Employment provides contract and placement staffing
services for business and industry, primarily specializing in the
placement of information technology, engineering, agricultural and
accounting professionals.


GLYECO INC: Chief Financial Officer Resigns
-------------------------------------------
Kevin J. Conner resigned as Chief Financial Officer of GlyEco,
Inc., effective Jan. 14, 2013, to allow the Company to conduct a
search for a local (Phoenix, Arizona based) chief financial
officer.

On Jan. 15, 2013, the Board of Directors accepted Mr. Conner's
resignation.  There are no disagreements between Mr. Conner and
the Company on any matter relating to the Company's SEC filings,
accounting, operations, policies, or practices.  Through Conner
LLP, Mr. Conner will continue to assist the Company going forward
in its future financial matters on a consultancy basis, including
assisting the Company in the search.

Alicia Williams, 35, Secretary, Controller and VP of Internal
Operations, was designated by the Board of Directors to serve as
the Company's interim principal financial officer, effective upon
Mr. Conner's departure until such time as a permanent Chief
Financial Officer is named.  Ms. Williams holds an extensive
accounting background, including receiving a Bachelor of Science
in Management Information Systems & Accounting, and she is
licensed to practice law in the State of Arizona.  As Controller,
Ms. Williams has managed the financial and accounting processes of
the Company since 2008.

Ms. Williams was appointed as Secretary of the Company by the
Board of Directors on Nov. 30, 2011.  From October 2008 until the
date Global Recycling Technologies, Ltd., a Delaware corporation
and privately-held operating subsidiary, merged with and into the
Company, Ms. Williams served as the Director of Internal
Operations of Global Recycling.  Upon the consummation of the
merger of Global Recycling with and into the Company, Ms. Williams
became the Controller and VP of Internal Operations of the
Company.  From August 2004 until she joined the Company, Ms.
Williams was a full-time law student or part-time law clerk.  From
March 2000 to August 2004, Ms. Williams served as a Senior Systems
Analyst/Data Lead at Intel Corporation in Chandler, Arizona. Ms.
Williams holds a law degree (J.D.) from the University of Southern
California Gould School of Law in Los Angeles, California
(December 2007).

                          About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Jorgensen & Co., in Lehi, Utah, expressed substantial doubt about
GlyEco's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has not yet achieved
profitable operations and is dependent on the Company's ability to
raise capital from stockholders or other sources and other factors
to sustain operations.

The Company's balance sheet at Sept. 30, 2012, showed $1.55
million in total assets, $2.24 million in total liabilities and a
$685,243 total stockholders' deficit.


GREENEDEN US: Moody's Affirms 'B2' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service has affirmed the Corporate Family (CFR)
and Probability of Default Ratings (PDR) at B2 and B2-PD,
respectively, and the senior secured debt rating of Greeneden US
Holdings II, LLC ("Genesys") of B1. This refinancing includes an
amendment to extend by one year the maturity of the $50 million
senior secured revolver and to modestly reduce the interest rate.
Genesys will also issue a new $675 million senior secured term
loan maturing January 2020, which will refinance the existing $572
million senior secured term loan maturing January 2019. After
financing costs, Genesys will have net proceeds of about $90
million, which Moody's believes Genesys will use to fund
acquisitions over the next year. The rating outlook is stable.

Ratings Rationale

The B2 CFR reflects Moody's expectation that due to the increased
debt upon the refinancing and modest free cash flow generation,
financial leverage within the Genesys borrowing group will remain
above 4.5x EBITDA (Moody's adjusted) over the near term, which is
high given the relative maturity of the contact center software
market. Moreover, Moody's believes that Genesys will periodically
re-lever, either through leveraged acquisitions or distributions
on the sponsor's investment such that debt to EBITDA (Moody's
adjusted) will vary between 4x and 5x over time. Furthermore,
Moody's believes that as Genesys attempts to enter the higher
growth, highly-competitive middle market contact center segment
with a new software offering, Genesys will face stiff competition
from well-positioned incumbents such as Avaya and Cisco. Indeed,
Moody's believes that the incumbents could engage in a spirited
competition to defend market position, potentially causing this
Genesys product to be a drag on free cash flow.

Nevertheless, Moody's notes that Genesys has a relatively good
market position in the $1.7 billion contact center systems market,
which includes the integrated hardware and software providers
Avaya and Cisco, which together hold about one-third of the
market. Moreover, Genesys's long term customer base provides a
recurring maintenance revenue stream, which contributes to cash
flow predictability, though license revenues can decline during
periods of weak corporate IT spending.

The B1 senior secured rating, which is one notch higher than the
CFR, reflects the structural features, including a first lien on
all assets of the borrowing group, upstream guarantees from
certain subsidiaries and downstream guarantees from the top
holding company and co-borrowers, and the structurally senior
position in the capital structure above the $200 million senior
notes, which are unsecured.

The stable outlook reflects Moody's expectation that Genesys will
generate license revenue growth at least the low single digits and
maintenance revenues at least the low to mid-single digits such
that through a combination of EBITDA growth and debt reduction,
debt to EBITDA (Moody's adjusted) will be on-course to decline to
4.5x over the next year.

The rating could be upgraded if Moody's believes that Genesys is
gaining market share, as evidenced by revenues growing at a rate
in excess of the industry, and Genesys's middle market product has
gained market acceptance. Moody's would expect that this solid
execution would translate into expanding profit margins and
increasing free cash flow (FCF) such that Moody's believes that
the EBITDA margin (Moody's adjusted) will remain above 35%.
Moody's would further expect that Genesys will refrain from
shareholder-friendly actions, instead using FCF to reduce debt
absolutely, such that Moody's believes that FCF to debt (Moody's
adjusted) will remain in the double digits percentage and debt to
EBITDA (Moody's adjusted) will remain below 4x.

The rating could be downgraded if Moody's believes that Genesys is
losing market share or if the launch of the middle market product
is unsuccessful, as indicated by ongoing losses from this product.
The rating could also be downgraded if Genesys engages in
shareholder friendly actions prior to meaningful debt reduction
such that Moody's believes that debt to EBITDA (Moody's adjusted)
will remain above 4.5x or FCF to debt (Moody's adjusted) will
remain below the mid-single digits percentage.

The senior secured debt is issued by two US borrowers (Greeneden
US Holdings II, LLC, and Genesys Telecom Holdings, US, Inc) and
one European borrower (Greeneden Lux 3 S.ar.l.). includes upstream
and downstream guarantees, including a guarantee from Greeneden US
Holdings I, LLC, the immediate parent of Greeneden US Holdings II,
LLC.

Issuer: Greeneden US Holdings II, LLC:

Ratings affirmed:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

Ratings assigned:

  Senior Secured Credit Facility at B1 (LGD3-36%); $675 million
  Term Loan due 2020

  Senior Secured Credit Facility at B1 (LGD3-36%); $50 million
  Revolving Credit Facility

Ratings to be withdrawn

  Senior Secured Credit Facility at B1 (LGD3-34%); $572 million
  Term Loan due 2019

  Senior Secured Credit Facility at B1 (LGD3-34%); $50 million
  Revolving Credit Facility

The principal methodology used in rating Greeneden was the Global
Software Industry Methodology published in October 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Genesys, based in Daly City, California, provides contact center
software, including call routing, analytics, and interactive voice
response. Genesys is owned by the private equity firm Permira
Funds with the participation of Technology Crossover Ventures.


HARDAGE HOTEL: Has Seventh Interim Order to Use Cash Collateral
---------------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas has authorized Hardage Hotels I, LLC, in
a seventh interim order, to use the cash collateral which Onewest
Bank, FSB asserts an interest, up to Feb. 1, 2013.

A copy of the cash collateral budget is available for free at:

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

As reported by the Troubled Company Reporter on March 14, 2012,
OneWest Bank is the lender on three different hotel properties of
the Debtor located in Lincoln, Nebraska, El Paso, Texas, and
Dublin, Ohio.

Pursuant to the interim order, the cash generated by the hotels on
which OneWest has a lien will be segregated and not be commingled
with the collateral accounts of any other lender on any other
hotel.  The Debtor may expend, pay and use Cash Collateral only as
authorized by the Interim Order and in accordance with a budget
filed with the Court.

To the extent OneWest can establish that it has liens on the
hotels securing the obligations owing to it, the Interim Order
provides that OneWest will continue to have a lien in the Debtor's
postpetition assets to the same extent and priority as those
prepetition liens.  In addition, as adequate protection for the
use of Cash Collateral, OneWest is granted a "like kind"
replacement lien and security interest in, to and against all
property acquired by the Debtor.

The replacement lien will not extend to Chapter 5 causes of action
and will be limited to the diminution, if any, in the value of
OneWest's collateral.

                       About Hardage Hotels

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  The petition was
signed by Samuel A. Hardage, president.  Hardage is a hotel and
real estate development company headquartered in San Diego,
California.

Hardage operates seven hotels in seven states under the brand of
"Chase Suites".  The hotels are located in El Paso, Texas;
Overland Park, Kansas; Newark, California; Kansas City, Missouri;
Des Moines, Iowa; Lincoln, Nebraska; and Dublin, Ohio.  Hardage
operates the hotels under the "Chase Suites" name pursuant to
franchise agreements with Hardage Hospitality, LLC.  The Debtor
has no employees -- all employees at the hotels are employed by
non-debtor Hardage Hospitality, which provides hotel management
services.

The Debtor has outstanding secured debt of $34.2 million plus
interest.  The lenders are OneWest Bank, FSB; California First
National Bank, N.A., and Security Bank of Kansas City.  OneWest
is the lender under a $5.74 million Dublin loan agreement, a
$5.3 million Lincoln loan agreement, and an $11.5 million El Paso
loan agreement.

Hardage was forced to file for bankruptcy when Hardage reached an
out-of-court restructuring of its debts with OneWest and then
OneWest reneged on its commitment.  In September 2010, OneWest
filed a collection against Hardage and sought the appointment of a
receiver over the El Paso property.  A receivership order was
entered but was vacated, although Hardage was ordered to make
payments to OneWest.  The parties then entered into a series of
tolling agreements, under which Hardage paid OneWest $700,000 so
that OneWest would not pursue any further action.  Following
negotiations, the parties signed a "final term sheet" on a
restructuring on Dec. 2, 2011.

But, according to the Debtor, OneWest reneged on the agreement.
In November 2011, OneWest sought foreclosure of, and a receiver
for, the Dublin and El Paso properties.

The Debtor on March 5, 2012, initiated a lawsuit against OneWest
in the Superior Court of the State of California for the County of
Los Angeles, Central District.  The suit alleges several causes of
action, including fraud and breach of contract.

Judge H. Christopher Mott presides over the Chapter 11 case.  The
Debtor has tapped Haynes and Boone LLP as attorneys, and
Transitional Finance Partners LLC as financial advisor.

In its schedules, the Debtor disclosed $39,203,540 in total assets
and $31,119,611 in total liabilities.

Brinkman Portillo Ronk, PC, serves as counsel to the Official
Committee of Unsecured Creditors.

No trustee or examiner has been requested or appointed in the
Chapter 11 case.


HAWKER BEECHCRAFT: Relators with $2B FCA Claim Object to Plan
-------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that former employees
of a Hawker Beechcraft Inc. subcontractor objected on Friday to
the company's Chapter 11 plan, saying their $2 billion claim
stemming from a False Claims Act suit over the company's aircraft
sales is not dischargeable.

The plaintiffs, Donald Minge and David Kiehl, are relators in a
six-year-old False Claims Act lawsuit filed against the debtor in
Kansas federal court alleging HBC made false statements and
misrepresentations in selling King Air and military T-6A aircraft
to the U.S. government, the report related.

                     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.


HERITAGE CONSOLIDATED: Gerald Baum Approved as Consultant
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Heritage Consolidated, LLC, et al., to employ Gerald
Baum and the firm of G.R. Baum & Associates, LLC as consultant and
expert witness.

As reported in the TCR on Dec. 27, 2012, Baum's services will be
limited to assisting with the prosecution of claims in the pending
adversary proceeding styled: Heritage Standard Corporation v.
Pathfinder Energy Services, LLC, successor in interest to or doing
business as Pathfinder Energy Services, Inc.

Baum will assist the estates with regard to:

   i) the evaluation of the geological and geophysical data for
      the Pat Howell Well No. 1 wellbore;

  ii) analyzing claims related to the directional drilling
      mistakes alleged by the Debtors in the Pathfinder Adversary;
      and

iii) testifying as to certain matters related thereto.

The Debtors expect that Baum's consultant services would be less
than $10,000 exclusive of any testimony that may be required to
the extent that Baum is designated as a testifying expert.  Mr.
Baum's rate for these services is $125/hour.

                    About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485).  The
Debtors each estimated assets and debts of $10 million to
$50 million.

The Debtors tapped Malouf & Nockels LLP's as special counsel;
Munsch Hardt Kopf & Harr, P.C.; Rochelle McCullough, LLP; HSC, RM
LLP as special bankruptcy counsel to HSC; and Bridge Associates,
LLC, as financial advisor and designate Scott Pinsonnault as
interim chief restructuring officer.

The U.S. Trustee for Region 6 formed an Official Committee of
Unsecured Creditors in the Chapter 11 cases.


HMV GROUP: Hilco UK Takes Control, Buys All $279-Mil. Debt
----------------------------------------------------------
Kelly Rizzetta of BankruptcyLaw360 reported that the private
equity arm of retail turnaround specialist Hilco UK Ltd. announced
Tuesday that it has purchased all the debt and, therefore,
effectively taken control of entertainment company HMV Group PLC,
which entered corporate bankruptcy last week.

HMV, whose sales had been slumping in the face of steep
competition from digital music purveyors, was saddled with $279
million in debt at the end of October, according to the group's
latest financial report, the report said.

United Kingdom-based HMV Group plc is engaged in retailing of
pre-recorded music, video, electronic games and related
entertainment products under the HMV and Fopp brands, and the
retailing of books principally under the Waterstone's brand.  The
Company operates in four segments: HMV UK & Ireland, HMV
International, HMV Live, and Waterstone's.


HOSTESS BRANDS: PE Firms Chief Contender for Opening Bid
--------------------------------------------------------
Rachel Feintzeig and Mike Spector at Daily Bankruptcy Review
report that a team of private-equity firms Apollo Global
Management LLC and C. Dean Metropoulos & Co. has emerged as a
leading contender to make an opening bid for most of Hostess
Brands Inc.'s cakes business, said people familiar with the
negotiations.

Maria Chutchian of BankruptcyLaw360 reported that the competition
for Hostess Brands Inc.'s cake business -- home to the beloved
Twinkie -- may have a front-runner, with the team of Apollo Global
Management LLC and C. Dean Metropoulos & Co. preparing to make the
first bid.

For months, Hostess has been in the process of trying to find a
buyer for its assets, including the popular sponge cake treat, as
it seeks to unwind the business after failing to reorganize, the
report related.

                        About Hostess Brands

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

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

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

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

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

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

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

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


HOSTESS BRANDS: Bakery, Teamsters Unions Object to Sale Process
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bakery workers' union, whose strike caused the
liquidation of Hostess Brands Inc., is opposing some of the
company's proposals for selling the bread business at auction.

The report relates that at a hearing Jan. 25 the baker of Wonder
bread will ask the bankruptcy judge in White Plains, New York, for
approval of procedures governing an auction to determine if the
$390 million bid from Flowers Foods Inc. is the best offer for
20 bread plants, 38 depots, and brand names.  Under the proposed
rules, other bids to compete with Flowers will be due Feb. 25.  A
hearing to approve the sales would be March 5.

According to the report, the Bakery, Confectionery, Tobacco
Workers and Grain Millers International Union and along with the
union pension fund argue in court papers that the bankruptcy judge
must enforce federal labor law which requires the buyer to
negotiate with the union since more than half the workers are
represented.

The bakery union, the report discloses, takes issue with
provisions in the proposed contract where buyers will take over
the bread business without any liabilities regarding the union.
The union also disagrees with a term of sale prohibiting potential
buyers from even disclosing their interests to the unions.
Hostess has said that not a single potential buyer has shown an
interest in talking with the unions.  The Teamsters, representing
Hostess drivers, believe the any sale agreement must compel a
buyer to offer employment to former workers in order of seniority.

The report notes that the bakery workers' union and its pension
fund hired Gordian Group LLC, a New York investments bank
specializing in bankruptcy and financially distressed companies.
Gordian Group President Peter Kaufman said in an interview that
"if bidders are going to wait until after the fact to talk with us
they will not do so well as bidders who are interested in engaging
up front with the bakers union."

In a statement the union said it is "very interested in having
direct discussions" with potential buyers.  The union said the
goal is "to maximize jobs and pension benefits for our members."

Thomasville, Georgia-based Flowers already has 44 bakeries
generating $3 billion a year in sales, the company said. Only 10
percent of Flowers' workforce belongs to a union, according to a
regulatory filing.  Flowers previously told Bloomberg News that it
wouldn't disclose plans for hiring former Hostess workers until
it's selected as the winning bidder.

                      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: Outten, Blum Collins Spar to Rep Class in WARN Suit
---------------------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that a former Howrey LLP
employee who filed a Worker Adjustment and Retraining Notification
Act class action against the defunct law firm filed a motion in
California bankruptcy court, contending she and her law firm are
best suited to represent a class of former employees.

Former records specialist Stephanie Langley contends that she
should be named class representative and her law firm Outten &
Golden LLP should be named lead counsel, rather than Blum Collins
LLP, the law firm proposed by former Howrey employee Gail Adams,
the report related.

                         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.


ICEWEB INC: Has 75-Mil. Shares Available Under 2012 Equity Plan
---------------------------------------------------------------
The Board of Directors of IceWEB, Inc., approved an amendment to
the Company's 2012 Equity Compensation Plan to increase the total
shares under the Plan from 20,000,000 common shares to 75,000,000
common shares.  A copy of the Amended Equity Compensation Plan is
available for free at http://is.gd/ynaM7i

                            About IceWEB

Sterling, Va.-based IceWEB, Inc., manufactures and markets
purpose-built appliances, network and cloud-attached storage
solutions and delivers on-line cloud computing application
services.  The Company's customer base includes U.S. government
agencies, enterprise companies, and small to medium sized
businesses (SMB).

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed
substantial doubt about IceWEB's ability to continue as a going
concern.  The independent auditors noted that the Company had net
losses of $6,485,048 for the year ended Sept. 30, 2012.

The Company reported a net loss of $6.5 million on $2.6 million of
sales in fiscal 2012, compared with a net loss of $4.7 million on
$2.7 million of sales in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $2.1 million
in total assets, $4.1 million in total current liabilities, and a
shareholders' deficit of $2.0 million.


IDEARC INC: Dist. Court Says Spinoff Value at Least $12 Billion
---------------------------------------------------------------
Senior District Judge A. Joe Fish in Dallas said Tuesday that the
value of Idearc, Inc., on Nov. 17, 2006, the date of its spinoff
from parent Verizon Communications Inc. was at least $12 billion.

On Sept. 15, 2010, U.S. Bank National Association, as Litigation
Trustee of the Idearc, Inc. et. al. Litigation Trust, sued Verizon
Communications Inc., Verizon Financial Services LLC, GTE
Corporation, and John W. Diercksen, alleging a variety of claims
arising out of Idearc's spinoff from Verizon.  The Trustee filed
an amended complaint on Nov. 30, 2011.

From Oct. 15 to 26, 2012, the Court conducted a 10-day bench trial
in the case, U.S. BANK NATIONAL ASSOCIATION, Litigation Trustee of
the Idearc Inc. et al. Litigation Trust, Plaintiff, v. VERIZON
COMMUNICATIONS INC., ET AL., Defendants, Civil Action No. 3:10-CV-
1842-G (N.D. Tex.).  That trial was devoted to the resolution of
Idearc's spinoff valuation.

On July 31, 2012, the court granted in part and denied in part the
defendants' motion to dismiss the amended complaint.  The court
dismissed the Trustee's fraudulent conveyance claims (Counts 1 and
2 of the amended complaint) related to $7.1 billion in debt and
the shares of stock that Idearc issued to Verizon in exchange for
Verizon's domestic directories business.  The court additionally
dismissed the Trustee's claim for unjust enrichment (Count 10) and
for alter ego (Count 11) to the extent it was pled as a separate
cause of action.

On Aug. 8, 2012, the court granted in part and denied in part the
Trustee's motion for summary judgment.  The court granted summary
judgment as to the new Idearc Board members' express ratification
of certain spinoff resolutions dated Nov. 16, 2006.  The court
denied summary judgment as to the defendants' affirmative defense
of ratification and did not decide whether the new Idearc Board
approved or ratified the actions of the Idearc officers to effect
the spinoff.

On Sept. 14, 2012, the court granted in part and denied in part
the defendants' motion for summary judgment and denied the
Trustee's motion for partial summary judgment.   The court granted
summary judgment dismissing the Trustee's fraudulent conveyance
claims (Counts 1 and 2) related to Idearc's transfer to Verizon of
approximately $2.5 billion in cash on the ground that such claims
were barred by Sec. 546(e) of the Bankruptcy Code.  The court also
granted summary judgment on the Trustee's fraudulent conveyance
claim related to interest that Idearc paid on its debt (Count 7),
and that portion of the Trustee's promoter fraud claim (Count 9)
related to alleged aiding and abetting of attorneys' alleged
fiduciary duty breaches and seeking punitive damages.  The court
granted summary judgment on the breach of fiduciary duty claim
against Diercksen (Count 3) insofar as it sought recovery in
excess of applicable insurance coverage.  The court also concluded
that the Trustee's unlawful dividend claim (Count 8) was preempted
by the Bankruptcy Code insofar as it related to the approximately
$2.5 billion transfer of cash.

On Aug. 22, 2012, the court issued an order bifurcating the trial,
limiting the first phase of the trial to a determination of
"[w]hat was Idearc's value at the time it was spun off from
Verizon in November of 2006?".  All remaining factual questions
were reserved for a potential second phase of trial.

The Litigation Trust was created as part of Idearc's Plan of
Reorganization to pursue, among other things, potential claims
against the defendants.

Verizon is a publicly traded company organized under Delaware law.
The defendants VFS and GTE are entities owned by Verizon.
Diercksen is an officer of Verizon and served as the sole director
of Idearc (formerly known as Verizon Directories Disposition
Corporation), from its formation in June 2006 through Nov. 16,
2006, the day before the spinoff.

In connection with the spinoff, Verizon contributed its domestic
print and electronic directories business to Idearc in exchange
for approximately $7.115 billion in Idearc debt, $2.5 billion in
cash, and 146 million shares of Idearc common stock.  Thereafter,
Verizon distributed the Idearc common stock to its existing
shareholders.

In connection with the spinoff, Idearc incurred $9.115 billion in
indebtedness and received commitments from financial institutions
to lend it up to an additional $250 million through a revolving
credit facility.  Idearc's debt was comprised of four components:
(i) a $1.515 billion secured Term Loan A; (ii) a $250 million
credit facility known as the "Revolver"; (iii) a $4.75 billion
secured Term Loan B; and (iv) $2.85 billion in 8% Senior Notes due
2016.

A copy of the District Court's Jan. 22, 2013 Memorandum of
Decision is available at http://is.gd/mL0qd2from Leagle.com.

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


IMPLANT SCIENCES: Authorized Common Shares Hiked to 200MM Shares
----------------------------------------------------------------
Implant Sciences Corporation filed Articles of Amendment to its
Restated Articles of Organization with the Secretary of the
Commonwealth of Massachusetts to increase the number of authorized
shares of its common stock from 50,000,000 shares to 200,000,000
shares.

The Company held a telephonic conference call on Jan. 16, 2013,
to discuss the acceptance of the Company's QS-B220 benchtop
explosives and narcotics detector onto the "Approved" section of
the Transportation Security Administration's Air Cargo Security
Technology List.  A copy of the transcript of the conference call
is available at http://is.gd/1qPQw3

                      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."


INNOPHOS HOLDINGS: Moody's Affirms 'Ba2' CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to Innophos
Holdings, Inc.'s (Innophos) $225 million revolving credit facility
due 2017 and $100 million term loan due 2017. Moody's also
affirmed Innophos' Ba2 Corporate Family Rating (CFR) and SGL-1
Speculative Grade Liquidity rating. The proceeds from the new debt
were used to refinance existing debt and other general corporate
purposes. The rating outlook is stable.

The following summarizes the ratings activity.

Innophos Holdings, Inc.

Ratings Affirmed:

  Corporate Family Rating -- Ba2

  Speculative grade liquidity rating -- SGL-1

Ratings Assigned:

  $225mm Sr Sec Revolving Credit Facilities due 2017 -- Ba2
  (LGD3, 32%)

  $100 mm Sr Sec Term Loan due 2017 -- Ba2 (LGD3, 32%)

Rating Downgraded:

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

Ratings Withdrawn:

  $125mm Sr Sec Revolving Credit Facilities due 2015 -- Ba2
  (LGD4, 50%)

  $100 mm Sr Sec Term Loan due 2015 -- Ba2 (LGD4, 50%)

Rating outlook -- Stable

Ratings Rationale

The new credit facilities increase the amount of the revolving
credit facility by $100 million to $225 million, extend the
maturity for both the revolver and term loan to December 21, 2017
from August 2015, lower interest costs and amend certain other
terms. The added revolver capacity is a boost to liquidity and was
used to finance the recently announced $46 million Triarco
Industries acquisition.

The Ba2 CFR is supported by the company's low leverage, strong
credit metrics, high and relatively stable EBITDA margins and
strong cash flow. However, its modest size (revenue base is less
than $1 billion), and narrow business profile constrain the
rating. The company has made three bolt-on acquisitions to support
its growth strategy, and future acquisitions could result in
modestly higher debt levels.

The company continues to benefit from demand in many of its key
markets, which are not highly cyclical (e.g., food & beverage,
consumer products, etc.), strong pricing for phosphorus-based
products and the continuing ability to pass through raw material
cost increases. As a result, it has been successful in generating
healthy cash flow from operations. The company does have exposure
to large consumer products customers, but no one customer accounts
for more than 10% of total firm revenues.

The Ba2 CFR reflects Moody's expectation for a higher than average
recovery rate in a default scenario (mean 65% family recovery
rate) and a default probability consistent with a Ba3-PD
Probability of Default Rating (PDR). The lowering of the PDR to
Ba3-PD from Ba2-PD reflects Moody's revised default probability
and is consistent with the company's largely first lien capital
structure with financial maintenance covenants.

There is limited upside to the rating because of the company's
narrow business profile and modest size. Before Moody's would
consider an upgrade, Moody's would expect the company to diversify
its revenue stream (such that the mineral nutrient business
accounted for at least 25% of earnings), grow revenues further and
produce consistent positive free cash flow. With its low leverage,
there is little negative pressure on Innophos' ratings at this
time. However, the ratings could be downgraded if volumes and
pricing trends reverse dramatically causing sustainable decline in
margins, the company were unable to continue to generate positive
operating cash flow, liquidity declined significantly, unexpected
negative developments occur in the Mexican fresh water usage
claims litigation or if the company was not successful in
maintaining an economical and secure supply of phosphate rock for
its Mexican operations.

The short term liquidity rating of SGL-1 reflects Moody's
expectation that Innophos will have very good liquidity during
2013, supported by its cash balances ($36.6 million as of
September 30, 2012), positive free cash flow, availability under
its revolving credit facility, and flexibility under its financial
covenants. The $225 million revolving credit facility, which
includes a $20 million letter of credit sub-facility matures in
December 2017. Innophos does not have any near-term material debt
maturities. The company has historically generated positive free
cash flow that benefited from low capital expenditures compared to
its depreciation and a moderate use of cash for working capital
requirements (the majority of the company's markets are not
seasonal).

Innophos Holdings, Inc. (Innophos), a publicly traded company, is
the parent company of Innophos Investments Holdings, Inc., which
owns 100% of Innophos Investments II, Inc., which owns 100% of
Innophos, Inc. Innophos, Inc. is the largest North American
manufacturer of specialty phosphate salts, acids and related
products serving a diverse range of customers across multiple
applications, geographies and channels. Innophos offers a broad
suite of products used in a wide variety of food and beverage,
consumer products, pharmaceutical and industrial applications.
Headquartered in Cranbury, New Jersey, the company has plant
operations in the US, Canada and Mexico. Revenues for the twelve
months ending September 30, 2012, were $863 million.

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


INVESTORS CAPITAL: Has DelCotto Law Group as Bankruptcy Counsel
---------------------------------------------------------------
Investors Capital Partners II, LP, and its affiliates filed an
application with the Bankruptcy Court to employ DelCotto Law Group
PLLC as their attorneys, effective as of Dec. 19, 2012.

The firm's current rates range from $200 to $450 per hour for
attorneys and from $85 to $150 per hour for paralegals, which
rates are adjusted periodically.  The firm charges normal and
reasonable charges for expenses such as copying, facsimiles,
mileage, postage, etc., for which it intends to seek
reimbursement.

The firm has received a retainer of $10,000 for services and
expenses rendered prepetition (including filing fees) and holds
the remaining balance of $503.50 in escrow.

Laura Day DelCotto, a member of the firm, says the firm has
neither in the past nor currently represented any creditors in any
matters related to the Debtors or their affairs.

                      About Investors Capital

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

ICP II estimated assets of at least $10 million and liabilities of
less than $10 million.  It owns a 35-acre commercial development
near Glasgow, Kentucky. The ICP II property is home to a Marquee
Cinema, Dollar Tree, and Aaron's Rents and also consists of seven
parcels of undeveloped land.

Debtor-affiliate Investors Capital Partners I, LP owns multiple
parcels of undeveloped land near Nolensville, Tennessee.
Investors Land Partners II, LP owns partially developed land,
consisting of six adjoining parcels of real property, near
Nashville, Tennessee.

In court filings, the Debtors said that their lenders have
attempted to foreclose against the assets of the Debtors, and the
Debtors have been unable to reach agreements with their lenders
that would allow the Debtors to reorganize their debts in an
orderly manner; thus, the Debtors have little option except for
the development of a joint plan to reorganize operations and
restructure debts for the benefit of all creditors and parties in
interest.


JF & LT INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: JF & LT Investments, Inc.
        P.O. Box 28451
        Panama City Beach, FL 32407

Bankruptcy Case No.: 13-50026

Chapter 11 Petition Date: January 22, 2013

Court: United States Bankruptcy Court
       Northern District of Florida (Panama City)

Debtor's Counsel: Michael R. Reiter, Esq.
                  MIKE REITER & ASSOCIATES
                  P.O. Box 330
                  Lynn Haven, FL 32444
                  Tel: (850) 277-0777
                  Fax: (850) 277-0177
                  E-mail: mikelaw32444@yahoo.com

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

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

A list of the Company's four largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/flnb13-50026.pdf

The petition was signed by Larry B. Thacker, president.


KATHLEEN MORRIS: Hawaii Mortgage Brokers' Ch.11 Case Dismissed
--------------------------------------------------------------
Melissa Tanji, writing for The Maui News, reports that Judge
Robert J. Faris in Honolulu on Tuesday dismissed the Chapter 11
case involving Kathleen Patricia Morris, also known as Tricia
Morris, and David Duffy Herman of the Kihei-based Hawaii's
Premiere Mortgage Co.

As a result of the ruling, creditors may soon be able to take
legal action to obtain their money, said longtime Maui bankruptcy
and immigration attorney Richard Berman, who was speaking
generally on bankruptcy cases, the report relates.

According to the report, there still is one more key matter to be
addressed by the judge.  There will be a March 11 hearing on
whether to dismiss the case with prejudice, court records show.
If the motion is granted, Morris and Herman cannot return and file
for Chapter 11 bankruptcy protection.

According to the report, court records show that the couple had
sought Chapter 11 bankruptcy protection and submitted a
reorganization plan that proposed paying first the mortgagees or
most senior secured creditors on 26 different properties --
including 19 on Maui -- monthly payments at 3.5% interest over 20
years.  Multiple creditors objected to the proposed plan.

In an email statement to The Maui News on Tuesday afternoon,
Morris and Herman said, "We filed for reorganization under the
Chapter 11 of the U.S. Bankruptcy Code one year ago to protect
junior lien holders on our properties . . . . We then filed a plan
of reorganization to preserve the rights of all creditors,
including the most vulnerable of them.

"We intend to follow through and repay as many people as we can
although now we do not have the protection of the court. We will
be using revenue from our various businesses to do this, including
our mortgage business, which is fully licensed. We appreciate the
overwhelming support from the community."

The report notes the husband and wife team may owe up to $10
million to creditors mainly through their one-time prominent Maui
mortgage brokerage firm.


KB HOME: Fitch Assigns 'B+' Rating to New $150MM Notes Issue
------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR4' rating to KB Home's (NYSE:
KBH) proposed offering of $150 million convertible senior
unsecured notes due 2019. The new issue will be equal in right of
payment with all other senior unsecured debt. Concurrent with the
notes offering, KBH also announced the public offering of $100
million of its common stock. The company intends to use the
proceeds of the notes issuance and the common stock offering for
general corporate purposes, including land acquisitions and
development.

The Rating Outlook is Stable.

The ratings for KBH are based on the company's geographic
diversity, customer and product focus, conservative building
practices and effective utilization of return on invested capital
criteria as a key element of its operating model. The company did
a good job in reducing its inventory exposure and generating
positive operating cash flow during the severe industry downturn.
Since its peak in the third quarter of 2006, homebuilding debt has
been reduced from $7.89 billion to $1.87 billion currently (pro
forma).

The Stable Outlook reflects the continuing growth prospects for
the U.S. housing sector. Fitch raised its housing forecast for
2012 a number of times during the course of the year.
Nevertheless, the current estimates for the year still reflect a
below-trend line cyclical rise off a very low bottom. In a slowly
growing economy with somewhat diminished distressed home sales
competition, less competitive rental cost alternatives, and new
and existing home inventories at historically low levels, 2013
single-family housing starts should improve about 18%, while new
home sales increase approximately 22% and existing home sales grow
7%. However, as Fitch has noted in the past, recovery will likely
occur in fits and starts.

The ratings also reflect KBH's business model and marketing
prowess. The ratings take into account the company's current
primary exposure to entry-level and to a lesser degree first-step
trade-up housing (the deepest segments of the market), its
leadership role in constructing energy efficient homes, its
reemphasis of the value-engineered Open Series of home designs,
its conservative building practices, utilization of return on
invested capital criteria as a key element of its operating model
and its capital structure.

The company maintains a 7.1-year supply of lots (based on last 12
months deliveries), 72.9% of which are owned and the balance
controlled through options. (The options share of total lots
controlled is down sharply over the past six years as the company
has written off substantial numbers of options.)

KBH's most recent credit metrics, while improving in certain
cases, remain stressed. Debt to capitalization was 82.1% as of
year-end 2012, up from 78.2% at year-end 2011. Net debt (debt less
unrestricted homebuilding cash) to capitalization was 76.1%, up
from 72.5% as of Nov. 30, 2011. Debt to LTM EBITDA, excluding real
estate impairments, was 17.5 times (x) at year-end 2012 and was
37.0x at the end of 2011. Interest coverage was 0.8x for fiscal
2012 and 0.4x for fiscal 2011.

KBH currently has solid liquidity with unrestricted homebuilding
cash of $524.8 million as of Nov. 30, 2012. The company has also
negotiated a commitment letter with four financial institutions
for a proposed $200 million unsecured revolving credit agreement.
This facility has an uncommitted accordion feature that could
increase the facility up to $300 million, subject to additional
bank commitments. The credit agreement is expected to close during
the first quarter of 2013.

The company generated $34.6 million of cash flow from operations
(CFFO) during 2012 after investing roughly $565 million in land
and development during the year. For all of fiscal 2013, Fitch
expects KBH will significantly increase its land and development
spending as it executes its 'going on offense' initiative. CFFO
could range from negative $350 million to $450 million should the
company increase its land and development spending by 75% to 100%
during 2013 compared with 2012 levels.

Fitch is comfortable with this strategy given the company's
improved liquidity position from the proposed equity and notes
issuance as well as its newly established $200 million revolving
credit facility. Fitch expects KBH to end fiscal 2013 with
homebuilding unrestricted cash in excess of $300 million.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.

KBH's ratings are constrained in the intermediate term because of
relatively high leverage metrics. However, a positive rating
action may be considered if the recovery in housing is
meaningfully better than Fitch's current outlook, KBH shows
continuous improvement in credit metrics, and maintains a healthy
liquidity position. In particular, debt leverage would need to
approach 4x and interest coverage would need to exceed 4x in order
to take a positive rating action.

Negative rating actions could be triggered if the industry
recovery dissipates; KBH's 2013 revenues drop by the mid-teens
while the pre-tax loss approaches 2011 levels; and the company's
liquidity position (a combination of cash and revolver
availability) falls sharply, perhaps below $350 million.

Fitch currently rates KB Home with a Stable Outlook as follows:

--IDR at 'B+';
--Senior unsecured debt at 'B+/RR4'.

The Recovery Rating (RR) of 'RR4' on KBH's senior unsecured notes
indicates average recovery prospects for holders of these debt
issues. KBH's exposure to claims made pursuant to performance
bonds and joint venture debt and the possibility that part of
these contingent liabilities would have a claim against the
company's assets were considered in determining the recovery for
the unsecured debtholders. Fitch applied a liquidation value
analysis for these RRs.


KB HOME: Moody's Affirms 'B2' CFR; Rates New Senior Notes 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to KB Home's
proposed $150 million of convertible senior notes due 2019,
proceeds of which, together with a concurrent $100 million equity
offering, will be used for growth capital. In the same rating
action, Moody's affirmed the company's B2 corporate family rating,
B2-PD probability of default rating, B2 rating on the existing
senior unsecured notes, P(B2) rating on the senior unsecured
shelf, and speculative grade liquidity rating of SGL-3. The rating
outlook remains stable.

The following rating actions were taken:

Proposed $150 million convertible senior notes due 2019, assigned
a B2 (LGD4, 53%);

Existing senior unsecured notes, affirmed at B2 (LGD4, 53%);

Corporate family rating, affirmed at B2;

Probability of default rating, affirmed at B2-PD;

Senior Unsecured shelf registration, affirmed at P(B2);

Speculative grade liquidity assessment, affirmed at SGL-3

Rating outlook is stable.

Ratings Rationale

The B2 corporate family rating reflects KB Home's elevated
homebuilding adjusted debt leverage (pro forma 80.2%); negative
cash flow generation, which is expected to intensify in fiscal
2013 from accelerated land spend; modest tangible equity base; and
Moody's expectation that credit metrics will remain weak for a B2
rating for at least the next two years.

At the same time, the ratings incorporate the enhanced liquidity,
resulting both from the extension of debt maturities from the
company's prior transactions and from the additional growth
capital being raised from the current financings; Moody's
expectation that KB Home's operating performance will improve,
aided by the increasing strength exhibited by the homebuilding
industry; and balanced geographic footprint, although heavier
concentration in California should aid in the company's recovery
given California's current and forecasted strength.

The SGL-3 rating, which reflects Moody's assessment that KB Home's
liquidity is adequate, balances the company's success in extending
debt maturities and raising growth capital against its aggressive
land spend plans and projected negative cash flow generation. In
addition, while the company has managed to avoid quarterly
covenant drama since terminating its revolver in 2010, the absence
of an external liquidity source during a period of expected growth
is a credit negative.However, the company recently announced the
engagement of Citigroup for a proposed new $200 million revolving
credit facility. If it succeeds in obtaining this revolver, the
SGL rating may be positively affected.

The stable rating outlook presumes that the company will begin to
increase its revenue generation in line with the rest of the
industry and improve its debt leverage, gross margins, and other
credit metrics over the intermediate time horizon. That said, if
credit metrics, particularly debt leverage, continue to lag its
peer group, additional negative rating pressure will build.

Moody's does not foresee any upgrade potential in the next 12 to
18 months as the company's debt metrics place it at the lower end
of the B2 rating category. Longer term, a return to consistent
profitability and debt leverage below 60% could lead us to
consider the rating for an upgrade.

Continued losses, weakening liquidity, debt/capitalization
remaining above 80% on a sustained basis, deteriorating margins,
and/or under performance vs. the industry on revenue generation
could create downward pressure on the ratings.

The principal methodology used in rating KB HOME was the Global
Homebuilding Industry Methodology published in July 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Los Angeles, KB Home is one of the country's
largest homebuilders, with presence in 32 markets and four
geographic regions, including the West, Southwest, Central, and
Southeast. In fiscal 2012, ended November 30, 2012, the company's
total revenues and a consolidated net loss were $1.56 billion and
$(59) million, respectively.


LANDAMERICA FINANCIAL: Trustee Seeks OK for $58-Mil. Sale
---------------------------------------------------------
Sindhu Sundar of BankruptcyLaw360 reported that the dissolution
trustee for bankrupt title insurer LandAmerica Financial Group
sought approval Tuesday for a $57.5 million asset sale and merger
agreement between LFG and Arizona-based Western Alliance Bank in
which two LFG units will be rolled into each other before being
sold.

In a motion filed in Virginia federal court, the trustee sought
approval for the deal, in which Phoenix-based Western Alliance
Bancorp unit Western Alliance Bank would acquire LFG unit
Centennial Bank after Centennial absorbs Orange County Bancorp,
another LFG unit, the report related.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provided real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services Inc. filed for Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26,
2008.  Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods
LLP served as co-counsel.  Zolfo Cooper served as restructuring
advisor.  Epiq Bankruptcy Solutions served as claims and notice
agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran PLC served as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan served as
counsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3.325 billion and total debts of $2.839 billion as of Sept. 30,
2008.

On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009,
Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates --
LandAmerica Assessment Corporation, LandAmerica Title Company,
Southland Title Corporation, Southland Title of Orange County,
Southland Title of San Diego, LandAmerica Credit Services, Inc.,
Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also
commenced voluntary Chapter 11 cases.  The Chapter 11 cases of
LFG, LES, and the LFG Affiliates are jointly administered under
case number 08-35994.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Court on Nov. 23, 2009, entered an order confirming the Joint
Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16,
2009, as to all Debtors other than OneStop.  The effective date
with respect to the Plan was Dec. 7, 2009.  Plan trustees were
appointed for LFG and LES.


LEHMAN BROTHERS: Olivant Allowed $1.42-Bil. Gen. Unsecured Claim
----------------------------------------------------------------
Lehman Brothers Holdings Inc. entered into an agreement, which
calls for the withdrawal of Claim No. 67044 filed by Olivant
Investments Switzerland SA.

Under the agreement, Claim No. 67043, another claim filed by the
Swiss company, will be treated as a general unsecured claim in
the sum of $1,418,925,283 for purposes of Section 8.4 of Lehman's
Chapter 11 plan.

The agreement was approved on January 17 by the U.S. Bankruptcy
Court in Manhattan.  A copy of the agreement is available without
charge at http://bankrupt.com/misc/LBHI_StipOlivant.pdf

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: LibertyView's $880MM Claims Treated as Unsecured
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. entered into an agreement, which
calls for the withdrawal of four claims asserted against the
company.

The claims, assigned as Claim Nos. 28044, 28045, 28063 and 28064,
were filed by a group led by LibertyView Credit Opportunities
Fund LP.

Lehman also agreed under the deal to treat four other claims
asserted by the group as general unsecured claims for purposes of
Section 8.4 of the company's Chapter 11 plan.  The claims with a
total amount of $880,819,308 were assigned as Claim Nos. 28041,
28042, 28043 and 28054.

The agreement was approved on January 9 by the U.S. Bankruptcy
Court in Manhattan.  The document can be accessed for free
at http://bankrupt.com/misc/LBHI_StipLibertyview010913.pdf


LEHMAN BROTHERS: Says Canary Claims Discharged
----------------------------------------------
Lehman Brothers Holdings Inc. said its obligation to pay Canary
Wharf Management Ltd. and Heron Quays was discharged after the
claimants forfeited their contract with Lehman Brothers Ltd.

The statement came after the claimants said in a previously filed
reply that the forfeiture did not alter Lehman's obligation as
guarantor under English law.

Earlier, Lehman proposed the disallowance of claims filed by
Canary Wharf and Heron for amounts due under the contract,
arguing they forfeited the contract in 2010 after Lehman Brothers
Ltd. defaulted.

Lehman Brothers Ltd. entered into the contract to lease a
property, including a 30-story office building, in London,
England.  Its obligation under the contract was guaranteed by
Lehman.

Robert Lemons, Esq., at Weil Gotshal & Manges LLP, in New York,
said the forfeiture "had the legal effect" of discharging Lehman
from all of its obligations under the guarantee.

Mr. Lemons said that even if the obligation was not discharged
under English law, it would be "substantially circumscribed" by a
provision of Section 502(b)(6) of U.S. Bankruptcy Code.

The provision governs a lessor's damages arising out of the
termination of a lease.

The claimants seek to recover about $780 million in damages "that
are not allowable" and if permitted would "unfairly dilute the
recoveries" of legitimate creditors, Mr. Lemons further said.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: LBI Lawsuit vs. Citigroup Dismissed
----------------------------------------------------
The U.S. Bankruptcy Court in Manhattan dismissed a lawsuit filed
by Lehman Brothers Inc.'s trustee against Citigroup.

The decision came after Citigroup and James Giddens, the trustee
appointed to liquidate Lehman Brothers Holdings Inc.'s brokerage,
struck a deal to settle a dispute over $1 billion in collateral.

The deal calls for the dismissal of the lawsuit, and requires
Citigroup to pay $360 million to the Lehman brokerage and forgo
its claim to $75 million.

The Lehman brokerage made a deposit of more than $1 billion in
its last week of operations in exchange for the services provided
by Citigroup.  Last year, the trustee sued Citigroup to recover
the deposit, which he said should be part of an asset pool to be
distributed among creditors.

Citigroup opposed the trustee's claims, saying it has the right
to keep the $1 billion under the "safe harbor" law, which shields
some financial transactions from being included in the pool of
assets divided among creditors when a company files for
bankruptcy protection.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: $4 Billion in Claims Traded in December
--------------------------------------------------------
Almost 500 claims totaling $4,047,258,302 filed in the Chapter 11
cases of Lehman Brothers Holdings Inc. traded in the month of
December, according to a SecondMarket report.  Claims trading
closed out 2012 with 1,237 trades valued at $4.9 billion during
the month of December, the report said.

Trading was predominantly for LBHI and MF Global claims, which
together had 838 trades with a combined face value of $4.4
billion, SecondMarket noted.  American Airlines Corporation had
its strongest trading month of the year, with 115 trades valued
at $290 million, the report added.

In the past 12 months ending in December, LBHI recorded 11,553
claims totaling $39,226,262,604 that were traded.  Since its
Petition Date, LBHI recorded 20,620 claims totaling
$104,659,704,023 that were traded.  LBHI's brokerage firm, Lehman
Brothers Inc., recorded 156 claims totaling $8,943,291,639 that
were traded since it liquidated its assets in September 2008.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LIFECARE HOLDINGS: Junior Creditors Fight Quick Sale to Lenders
---------------------------------------------------------------
Jacqueline Palank at Daily Bankruptcy Review reports that LifeCare
Holdings Inc.'s unsecured creditors are accusing the hospital
chain and its lenders of conspiring to run a quick bankruptcy sale
that will leave everyone but the lenders empty-handed.

As reported in the Dec. 14, 2012 edition of the TCR, LifeCare and
its affiliates have agreed to sell their assets to their existing
lenders in exchange for debt, absent higher and better offers in
an auction.  The secured lenders have also agreed to provide
financing for the Chapter 11 effort.

Under the bid procedures that need approval from the bankruptcy
judge, the Debtors will continue accepting initial offers for the
assets until Feb. 27, 2013.  If offers are received by the bid
deadline, an auction will be conducted on March 5, 2013 at 10:00
a.m. at the offices of Skadden, Arps, Slate, Meagher & Flom LLP,
in New York.

Hospital Acquisition LLC, the entity formed by the secured
lenders, will be the stalking horse bidder at the auction.  In the
event that the Debtors pursue a sale of the assets to another
buyer, Hotel Acquisition will receive an expense reimbursement of
up to $1 million.

The parties' asset purchase agreement will be terminated if the
Bankruptcy Court has not approved the bidding procedures by Jan.
11, 2013, if the sale hearing has not taken place by March 12,
2013, and a sale order has not been entered prior to March 14,
2013.

                      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.


LLS AMERICA: District Court to Hear 3 Avoidance Actions
-------------------------------------------------------
At the behest of Bruce P. Kriegman, the court-appointed Chapter 11
Trustee for LLS America LLC, Chief District Judge Rosanna Malouf
Peterson withdraw the bankruptcy court reference of various
adversary proceedings the trustee initiated to avoid preferential
or fraudulent transfers.

According to the adversary complaint, LLS allegedly engaged in a
"Ponzi" scheme by accepting loans from various parties and using
later loans to repay with interest the earlier lenders.  The
defendants named in the complaint are all alleged to have lent
money to LLS and received a return with interest of their funds.
The complaint asserts that the payments made by LLS to the lender-
defendants constituted fraudulent transfers and that such
transfers should be avoided and returned to the bankruptcy estate
to be distributed through the bankruptcy process.

The Chapter 11 Trustee seeks the withdrawal of the District
Court's automatic referral of the case to the bankruptcy court.
The basis for withdrawal is born out of the Court's granting of
withdrawal motions filed by defendants in other adversary actions.
In light of the uncertainty surrounding the bankruptcy court's
jurisdiction, the Chapter 11 Trustee asserts that the District
Court should withdraw reference as to the trial and allow the
bankruptcy court  to proceed on pre-trial matters.  The Defendants
filed no opposition.

According to Judge Peterson, all unresolved substantive or
evidentiary issues that may foreseeably arise during trial will be
addressed by motions in limine to be filed and served on or before
March 8, 2013.  Responses shall be filed and served on or before
March 15.  Such motions will be addressed and resolved at the
pretrial conference.  A joint Pretrial Order must be filed in the
district court by March 28.  Trial briefs and requested voir dire
must be filed in the district court and served by March 28.

Prior to March 28, 2013, the parties must confer regarding jury
instructions.  By March 28, the parties must jointly file in the
district court a complete set of jury instructions that contain
copies of each instruction on which the parties agree and copies
of each instruction that is disputed (i.e., a copy of each party's
proposed version, if any, of an instruction on which they do not
agree).  By March 28, each party must file in the district court
and serve a legal memorandum addressing any objections the party
has regarding any instructions proposed by any other party.  The
party proposing a disputed instruction may file a memorandum
responding to any other party's objections, but must do so on or
before March 28.

An in-person pretrial conference will be held on April 9, 2013, at
9:00 a.m. in district court in Spokane, Washington.  The jury
trial shall commence on April 22, at 9:00 a.m. in district court
in Spokane.

The defendants to those lawsuits are:

     * Rene Baudez and Armade Baudez;
     * 377897 British Columbia, Ltd.;
     * 685937 BC LTD.;

A copy of one of the District Court's Jan. 16-dated Orders is
available at http://is.gd/2Q6Bcmfrom Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LLS AMERICA: District Court Enters Default Judgment in 3 Cases
--------------------------------------------------------------
At the behest of Bruce P. Kriegman, the court-appointed Chapter 11
Trustee for LLS America LLC, Chief District Judge Rosanna Malouf
Peterson on Dec. 7 entered default judgment in favor of the
Chapter 11 Trustee in three clawback lawsuits.  The lawsuits are
among hundreds commenced by the Chapter 11 Trustee to recover
money paid by the debtor to certain lenders or investors as part
of an alleged Ponzi scheme conducted by the debtor.

The three clawback lawsuits are:

     1) BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
3105393 MANITOBA, LTD., Defendant, No. CV-12-439-RMP, Bankr. Case
No. 09-06194-PCW11, Adv. Proc. No. 11-80167-PCW11 (E.D. Wash.).  A
copy of the Dec. 7 Default Judgment is available at
http://is.gd/rMvApPfrom Leagle.com.

Judge Peterson ruled that:

     -- the Chapter 11 Trustee will have a monetary judgment in
        the amount of C$169,658;

     -- Transfers in the amount of C$91,946.83 made to the
        Defendant within four years prior to the Petition Date are
        Avoided;

     -- Transfers in the amount of C$77,711.68 made to the
        Defendant more than four years prior to the Petition
        Filing Date are avoided;

     -- All transfers to 3105393 Manitoba, Ltd. are set aside and
        the Trustee will be entitled to recover the funds, or the
        value, from 3105393 Manitoba, Ltd. for the benefit of the
        estate of LLS America;

     -- 3105393 Manitoba, Ltd. did not file a proof of claim in
        the Debtor's bankruptcy proceedings.

     -- the Trustee is awarded costs (i.e. filing fees) in the
        amount of US$250.00, for a total judgment of C$169,658.51,
        plus US$250, which will bear interest equal to the weekly
        average of one-year constant maturity (nominal) treasury
        yield as published by the Federal Reserve System.

     2) BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
ISAAC PETERS and MARY PETERS, Defendants, No. CV-12-433-RMP,
Bankr. Case No. 09-06194-PCW11, Adv. Proc. No. 11-80140-PCW11
(E.D. Wash.).  A copy of the Court's Dec. 7 Default Judgment is
available at http://is.gd/8xQCqOfrom Leagle.com.

Judge Peterson ruled that:

     -- the Chapter 11 Trustee will have a monetary judgment in
        the amount of C$312,570.90 and US$84,339.10;

     -- Transfers in the amount of C$277,838.90 and US$43,487.62
        made to the Defendants within four years prior to the
        Petition Date are avoided;

     -- Transfers in the amount of C$34,732.00 and US$40,851.48
        made to the Defendants more than four years prior to the
        Petition Date are avoided;

     -- All transfers to Defendants Isaac and Mary Peters are
        set aside;

     -- All proofs of claim of the Defendants which have been
        filed or brought or which may be filed or brought by, on
        behalf of, or for the benefit of Defendants Isaac and Mary
        Peters or their affiliated entities, against the Debtor's
        estate, in this bankruptcy or related bankruptcy
        proceedings, are disallowed and subordinated to the
        monetary judgment granted, and Defendants Isaac and Mary
        Peters will not be entitled to collect on their proofs of
        claim (Claim No. 21-1) until the monetary judgment is
        satisfied by Defendants Isaac and Mary Peters in full;

     -- A constructive trust is established over the proceeds of
        all transfers in favor of the Trustee for the benefit of
        the estate of LLS America; and

     -- The Plaintiff is awarded costs (i.e. filing fees) in the
        amount of US$250.00, for a total judgment of C$312,570.90,
        plus US$84,589.10, which will bear interest equal to the
        weekly average of one-year constant maturity (nominal)
        treasury yield as published by the Federal Reserve System.

     3) BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
ZDENEK SLANINA and VERA SLANINA, Defendants, No. CV-12-422-RMP,
Bankr. Case No. 09-06194-PCW11, Adv. Proc. No. 11-80094-PCW11
(E.D. Wash.).  A copy of the Dec. 7 Default Judgment is available
at http://is.gd/8Le4QOfrom Leagle.com.

Judge Peterson ruled that:

     -- the Chapter 11 Trustee wil have a monetary judgment
        against Zdenek Slanina and Vera Slanina in the amount of
        C$2,075,109.78;

     -- Transfers in the amount of C$1,017,314.57 made to the
        Defendants within four years prior to the Petition Date
        are avoided;

     -- Transfers in the amount of C$1,057,795.21 made to the
        Defendants more than four years prior to the Petition
        Date are avoided;

     -- All transfers to Defendants Zdenek and Vera Slanina are
        set aside and the Plaintiff shall be entitled to recover
        the same, or the value thereof, from Defendants Zdenek and
        Vera Slanina for the benefit of the estate of LLS America;

     -- All proofs of claim of the Defendants which have been
        filed or brought or which may be filed or brought by, on
        behalf of, or for the benefit of Defendants Zdenek and
        Vera Slanina or their affiliated entities, against the
        Debtor's estate, in this bankruptcy or related bankruptcy
        proceedings, are disallowed and subordinated to the
        monetary judgment granted and Defendants Zdenek and Vera
        Slanina will not be entitled to collect on their proofs of
        claim (Claim No. 70-1) until the monetary judgment is
        satisfied by Defendants Zdenek and Vera Slanina in full;

     -- A constructive trust is established over the proceeds of
        all transfers in favor of the Trustee for the benefit of
        the estate of LLS America; and

     -- The Plaintiff is awarded costs (i.e. filing fees) in the
        amount of US$250.00, for a total judgment of
        C$2,075,109.75, plus US$250, which will bear interest
        equal to the weekly average of one-year constant maturity
        (nominal) treasury yield as published by the Federal
        Reserve System.

     4) BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
ZDENEK SLANINA and VERA SLANINA, Defendants, No. CV-12-422-RMP,
Bankr. Case No. 09-06194-PCW11, Adv. Proc. No. 11-80094-PCW11
(E.D. Wash.).  A copy of the Dec. 7 Default Judgment is available
at http://is.gd/8Le4QOfrom Leagle.com.

Judge Peterson ruled that:

     -- The Chapter 11 Trustee will have a monetary judgment in
        the amount of C$2,075,109.78;

     -- Transfers in the amount of C$1,017,314.57 made to the
        Defendants within four years prior to the Petition Date
        are avoided;

     -- Transfers in the amount of C$1,057,795.21 made to the
        Defendants more than four years prior to the Petition
        Date are avoided;

     -- All transfers to Defendants Zdenek and Vera Slanina are
        set aside and the Plaintiff shall be entitled to recover
        the same, or the value thereof, from Defendants Zdenek and
        Vera Slanina for the benefit of the estate of LLS America;

     -- All proofs of claim of the Defendants which have been
        filed or brought or which may be filed or brought by, on
        behalf of, or for the benefit of Defendants Zdenek and
        Vera Slanina or their affiliated entities, against the
        Debtor's estate, in this bankruptcy or related bankruptcy
        proceedings, are disallowed and subordinated to the
        monetary judgment granted and Defendants Zdenek and Vera
        Slanina will not be entitled to collect on their proofs of
        claim (Claim No. 70-1) until the monetary judgment is
        satisfied by Defendants Zdenek and Vera Slanina in full;

     -- A constructive trust is established over the proceeds of
        all transfers in favor of the Trustee for the benefit of
        the estate of LLS America; and

     -- The Plaintiff is awarded costs (i.e. filing fees) in the
        amount of US$250.00, for a total judgment of
        C$2,075,109.75, plus US$250, which will bear interest
        equal to the weekly average of one-year constant maturity
        (nominal) treasury yield as published by the Federal
        Reserve System.

At the Bankruptcy Court level, Bankruptcy Judge Patricia C.
Williams on Nov. 30 denied requests by defendants to dismiss these
avoidance actions:

     1) BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
ANTHONY and LANGSTON ALFARONE, et al., Defendants, No. 09-06194-
PCW11, Adv. No. 11-80302-PCW (Bankr. E.D. Wash.).  A copy of the
Court's Nov. 30, 2012 Memorandum Decision is available at
http://is.gd/1h95zffrom Leagle.com.  Defendants Duane and Candy
McCrillis filed the motion to dismiss in April 2012.

     2) BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
WAYNE CABANA, JR. and JILL CABANA, Defendants, No. 09-06194-PCW11,
Adv. No. 11-80182-PCW (Bankr. E.D. Wash.).  A copy of the Court's
Nov. 30 order is available at http://is.gd/TbyQHNfrom Leagle.com.
Defendants Wayne and Jill Cabana filed the motion to dismiss on
July 6, 2012.

     3) BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
TIMOTHY HESS and KARREN HESS, Defendants, No. 09-06194-PCW11,
Adv. No. 11-80157-PCW (Bankr. E.D. Wash.).  A copy of the Court's
Nov. 30 Order is available at http://is.gd/HU4Rt0from Leagle.com.
Defendants Timothy and Karren Hess filed the motion to dismiss on
June 26, 2012.

     4) BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
MARK BIGELOW, et al., Defendants, No. 09-06194-PCW11, Adv. No.
11-80299-PCW (Bankr. E.D. Wash.).  A copy of the Court's Nov. 30
Order is available at http://is.gd/DCdSrVfrom Leagle.com.
Defendant Bill Garrett filed a motion to dismiss on Feb. 14, 2012.

     5) BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
GUDRUN FOERSTNER, Defendant, No. 09-06194-PCW11, Adv. No. 11-
80113-PCW (Bankr. E.D. Wash.).  A copy of the Court's Nov. 30
Order is available at http://is.gd/Frb6anfrom Leagle.com.
Defendant Gudrun Foerstner filed a motion to dismiss on June 25,
2012.

     6) BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
WILLIAM JANVARY and CLAIRE JANVARY, Defendants, No. 09-06194-
PCW11, Adv. No. 11-80115-PCW (Bankr. E.D. Wash.).  Defendants
William and Claire Janvary filed the motion to dismiss on July 6,
2012.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LOCATION BASED TECH: Incurs $3.4 Million Net Loss in Nov. 30 Qtr.
-----------------------------------------------------------------
Location Based Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $3.42 million on $208,555 of total net
revenue for the three months ended Nov. 30, 2012, compared with a
net loss of $1.97 million on $44,116 of total net revenue for the
same period during the prior year.

The Company's balance sheet at Nov. 30, 2012, showed $4.72 million
in total assets, $7.35 million in total liabilities and a $2.62
million total stockholders' deficit.

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

                       http://is.gd/k3BPs5

                  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.


LON MORRIS COLLEGE: Auction Raises Only $2.2 Million
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lon Morris College, a 158-year-old not-for-profit
college in Jacksonville, Texas, brought $2.2 million when sold in
52 lots at auction last week.  The small college in east Texas
filed for Chapter 11 reorganization in July and shut down before
the fall term.  Completion of the sales will occur after the U.S.
Bankruptcy Court in Tyler, Texas, approves the college's proposed
Chapter 11 plan. A confirmation hearing for approval of the plan
is currently scheduled for Feb. 4.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at Webb and Associates, and
McKool Smith P.C., serve as counsel to the Debtor.  Capstone
Partners serves as financial advisor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.  The Debtor disclosed $29,957,488 in
assets and $15,999,058 in liabilities as of the Chapter 11 filing.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.

The college has a Chapter 11 plan on file to be funded by a sale
of the properties.  The Bankruptcy Court has approved the Third
Amended Disclosure Statement describing the Plan.  The Court fixed
Jan. 18, 2013, at 4:00 p.m., at the Voting Deadline.  Written
objections to confirmation of the proposed Chapter 11 Plan were
also due Jan. 18.  The confirmation hearing will be held Feb. 4,
2013, at 1:30 p.m.

A copy of the Third Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/lonmorris.doc230.pdf


LOS ANGELES DODGERS: Partners with Time Warner for Sports Network
-----------------------------------------------------------------
Matthew Futterman at Daily Bankruptcy Review reports that the Los
Angeles Dodgers are poised to partner with Time Warner Cable to
launch their own regional sports network, according to people with
knowledge of the process.

                   About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

According to Forbes, the Dodgers is worth about $800 million,
making it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.

The Dodgers emerged from bankruptcy on April 30, 2012.  The plan
is based on a $2.15 billion sale of the baseball club and Dodger
Stadium to Guggenheim Baseball Management.  The plan pays all
creditors in full, with the excess going to Mr. McCourt.


MADISON 92ND: Says Marriott Union Push Caused 2011 Bankruptcy
-------------------------------------------------------------
A hotel owner that recently came out of bankruptcy is rekindling a
lawsuit against Marriott, the American Bankruptcy Institute
reported.

Joseph Checkler of Dow Jones Daily Bankruptcy Review added that
Madison 92nd Street Associates LLC filed an amended complaint, now
recognized as the official complaint of record with the New York
State Supreme Court, rekindling its lawsuit against Marriott
International Inc. (MAR), saying the company secretly helped the
hotel's employees form a union that helped tip the Manhattan hotel
owner into Chapter 11.

In the amended complaint, lawyers for Madison 92nd said Marriott
officials indicated they wouldn't push for the workers of the
hotel to unionize, but then helped them do just that, Mr. Checkler
related.  The move, Madison 92nd said, led to higher costs for the
company and eventually made them raise the prices for their rooms,
which directly benefited competing properties in New York owned by
Marriott that were selling for lower prices, the news agency
added.

"Despite running the Hotel into the ground and driving Madison
into bankruptcy, Courtyard reaped approximately $9.7 million in
management, franchise, reservation, advertising, marketing and
other fees, and unlawfully siphoned off millions more from the
Hotel," lawyers for Madison 92nd said in their court filing, the
Dow Jones DBRS related.

Even if the "forced unionization" didn't happen, Madison said in
its filings, it could have avoided its bankruptcy if Courtyard and
its parent, Marriott, even performed its duties with "minimum"
good faith, the news agency further related, citing court papers.

The complaint, according to the report, dates back to 2009, but
after it filed for bankruptcy in August 2011, the suit was put on
the back burner.  Now that Madison is out of bankruptcy, it has
renewed the complaint with new evidence, a lawyer told Dow Jones.

"Marriott and Courtyard expressed clear opposition to unionized
labor, enticing Madison into a long term agreement and locking in
Marriott's high management fees," Madison 92nd lawyer, Boies,
Schiller & Flexner LLP's Helen Maher -- hmaher@bsfllp.com -- told
Dow Jones.  "But recently discovered documents -- turned over by
the New York Hotel and Motel Trades Council and detailed in the
complaint filed this week -- reveal Marriott and Courtyard's
deceit," Ms. Maher disclosed.

                       About Madison 92nd

Madison 92nd owns real property improved by a hotel located at 410
East 92nd Street, New York, known as the Upper East Side Courtyard
by Marriott.  It filed for Chapter 11 bankruptcy protection as
lender General Electric Capital Corp., owed $74 million, has
scheduled a foreclosure sale for Aug. 24, 2011.  The petition
(Bankr. S.D.N.Y. Case No. 11-13917) was filed Aug. 16, 2011,
before Judge Stuart M. Bernstein.  J. Ted Donovan, Esq., at
Goldberg Weprin Finkel Goldstein LLP, serves as the Debtor's
counsel.  Cushman & Wakefield Sonnenblick Goldman, LLC serves as
financial advisors.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper
LLP(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.  Thomas R. Slome, the examiner, tapped his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel.

As reported by the Troubled Company Reporter on May 30, 2012, the
Debtor sold the hotel for $82 million cash to an affiliate of RLJ
Lodging Trust pursuant to the plan confirmation order signed on
May 25.  RLJ is a real estate investment trust with 140 hotel
properties.  It is expected, but not guaranteed, that the net sale
proceeds will be sufficient to pay all creditors in full.

The Court authorized the Debtor to sell substantially all of the
estate's real estate assets in an auction led by CIM Group
Acquisitions, LLC.

Madison 92nd filed a notice with the Bankruptcy Court that the
effective date of the Second Amended Chapter 11 Plan of
Reorganization occurred on May 31, 2012.


MEDYTOX SOLUTIONS: DKM Replaces Peter Messineo as Accountant
------------------------------------------------------------
Peter Messineo, CPA, of Palm Harbor, Florida, the independent
registered public accounting firm of Medytox Solutions, Inc.,
merged with Drake and Klein CPAs PA and began practicing as Drake
Klein Messineo, CPAs PA, of Clearwater, Florida.  As a result of
the merger, Peter Messineo effectively resigned as the Company's
independent registered public accounting firm on Jan. 1, 2013.
The Board of Directors of the Company was advised of the merger
and approved the engagement of DKM, as the Company's independent
registered public accounting firm, effective Jan. 1, 2013.

Peter Messineo was engaged as the Company's independent registered
public accounting firm on Nov. 1, 2011.  Peter Messineo audited
the Company's consolidated financial statements for the fiscal
year ended Dec. 31, 2011.  The report of Peter Messineo on the
consolidated financial statements of the Company for the fiscal
year ended Dec. 31, 2011, did not contain an adverse opinion nor a
disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles, except that the
report contained an explanatory paragraph stating that there was
substantial doubt about the Company's ability to continue as a
going concern.

In connection with Peter Messineo's audits of the Company's
financial statements for the fiscal year ended Dec. 31, 2011, and
through the interim period ended Jan. 10, 2013, the Company has
had no disagreement with Peter Messineo on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Peter Messineo, would have caused
PM to make a reference to the subject matter of the disagreements
in connection with its report on the consolidated financial
statements for the fiscal year ended
Dec. 31, 2011.

Prior to engaging DKM, neither the Company nor anyone acting on
the Company's behalf consulted DKM regarding either (i) the
application of accounting principles to a specific completed or
proposed transaction, or the type of audit opinion that might be
rendered on the Company's financial statements, and either a
written report was provided to the Company or oral advice was
provided that was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial
reporting issues, or (ii) any matter that was either the subject
of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K and related instructions to such item) or a reportable event
(as described in Item 304 (a)(1)(v) of Regulation S-K).

                     About Medytox Solutions

West Palm Beach, Florida-based Medytox Solutions, Inc., formerly
Casino Players, Inc., is a provider of laboratory services
specializing in providing blood and urine drug toxicology to
physicians, clinics and rehabilitation facilities in the United
States.

Peter Messineo, CPA, in Palm Harbor, Florida, expressed
substantial doubt about Medytox Solutions' ability to continue as
a going concern following the 2011 financial results.  The
independent auditor noted that the Company has an accumulated
deficit and negative cash flows from operations, and additionally,
there is certain litigation involving a consolidated entity which
is unresolved.

The Company reported net income of $92,701 of $3.99 million of
revenues for 2011, compared with a net loss of $327,041 on
$77,591 of revenues for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $6.09
million in total assets, $7.35 million in total liabilities and a
$1.25 million total stockholders' deficit.


MERISANT CO: S&P Withdraws 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'B'
long-term corporate credit rating on Chicago, Ill.-based Merisant
Co., a global producer and marketer of tabletop low-calorie
sweeteners.  S&P also withdrew the 'BB-' senior secured debt
rating and '1' recovery rating (indicating S&P's expectations for
very high [90% to 100%] recovery in the event of a payment
default) on the company's senior secured credit facility.  S&P is
withdrawing the ratings at the company's request and in
conjunction with the full repayment of its senior secured term
loan.  The company recently refinanced its senior secured debt
with a new unrated credit facility.  The rating outlook at the
time of the withdrawal was stable.


MGH ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: MGH Enterprises, LLC
        2520 Broadway Drive
        Lauderdale, MN 55113-5125

Bankruptcy Case No.: 13-30251

Chapter 11 Petition Date: January 21, 2013

Court: U.S. Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: Steven B. Nosek, Esq.
                  STEVEN B. NOSEK, P.A.
                  2855 Anthony Lane S, Suite 201
                  St. Anthony, MN 55418
                  Tel: (612) 335-9171
                  Fax: (612) 789-2109
                  E-mail: snosek@visi.com

Estimated Assets: $0 to $50,000

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

A copy of the list of three unsecured creditors identified by the
company is available for free at:
http://bankrupt.com/misc/mnb13-30251.pdf

The petition was signed by Michael G. Huber, president.


MPG OFFICE: Completes Lease Extension with Gibson Dunn & Crutcher
-----------------------------------------------------------------
MPG Office Trust, Inc. on Jan. 22 disclosed that it has executed a
five-year lease extension with Gibson Dunn & Crutcher LLP, a
prestigious international law firm ranked in the top 20 by
American Lawyer.

Gibson Dunn & Crutcher LLP occupies approximately 268,000 square
feet at Wells Fargo Tower in the Bunker Hill area of downtown Los
Angeles and the new lease expiration date is November 2022.

David Weinstein, the Company's President and Chief Executive
Officer commented, "Gibson Dunn's request for an early lease
extension is a testament to their commitment to downtown Los
Angeles.  We are delighted that they will continue to maintain one
of their largest offices at Wells Fargo Tower through 2022."

                      About MPG Office Trust

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

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

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

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


MUEBLERIA LA: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Muebleria La Providencia Inc.
        37 Calle Jose de Diego
        Cidra, PR 00739

Bankruptcy Case No.: 13-00394

Chapter 11 Petition Date: January 22, 2013

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

Judge: Brian K. Tester

Debtor's Counsel: Lyssette A Morales Vidal, Esq.
                  LA MORALES & ASSOCIATES LAW FIRM
                  76 Calle Aquamarina Urb
                  Villa Blanca
                  Caguas, PR 00725-1908
                  Tel: (787) 746-2434
                  E-mail: lamoraleslawoffice@gmail.com

Scheduled Assets: $1,975,680

Scheduled Liabilities: $3,113,332

A copy of the Company's list of its 17 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/prb13-00394.pdf

The petition was signed by Miguel Santos Ruiz, president.


MUNICIPAL CORRECTIONS: Can Employ James Bates as Special Counsel
----------------------------------------------------------------
Before its case was transferred to the U.S. Bankruptcy Court for
the Northern District of Georgia, Municipal Corrections LLC
obtained approval from a bankruptcy judge in Nevada to employ
James Bates Brannan Groover LLP as its special counsel.

As reported in the TCR on Oct. 18, 2012, James Bates will, among
others:

   -- represent the Debtor in an appeal of the 2011 and 2012 ad
      valorem assessment or bankruptcy court determination of the
      assessment; and

   -- handle all issues relating to ad valorem claims made by
      Irwin County, including without limitation possible
      objections to claims of the Irwin County or the City of
      Occilla, Georgia.

The hourly rates of James Bates' personnel are:

         Attorneys                         $140 - $355
         Paralegals/Reserach Assistants     $50 - $120
         John Flanders Kennedy                 $290
         Jack Nichols                          $180
         Dawn Hussey, paraprofessional         $120

                    About Municipal Corrections

Hamlin Capital Management, LLC, Oppenheimer Rochester National
Municipals, and UMB, N.A., as indenture trustee -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012.  Jon T. Pearson, Esq., at
Ballard Spahr LLP, in Las Vegas, Nevada, serves as counsel to the
petitioners.  In August, the bankruptcy judge ruled that the
prison is properly in Chapter 11 to reorganize.

Austin E. Carter, Esq., at Stone & Baxter LLP, in Macon, Ga.; and
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in
Las Vegas, Nev., represent the Debtor as counsel.

The Debtor disclosed $656,378 in assets and $61,769,528 in
liabilities as of the Chapter 11 filing.

As reported in the TCR on Jan. 3, 2013, Bankruptcy Judge Thad J.
Collins granted the request of creditor Irwin County to transfer
the venue of the Debtor's Chapter 11 bankruptcy case to the U.S.
Bankruptcy Court for the Northern District of Georgia.


MUNICIPAL CORRECTIONS: Has Final Okay to Use UMB Cash Collateral
----------------------------------------------------------------
Before its case was transferred to the U.S. Bankruptcy Court for
the Northern District of Georgia, Municipal Corrections LLC
obtained final approval from a bankruptcy judge in Nevada to use
cash collateral  of UMB Bank, N.A., as successor Indenture Trustee
with respect to the Certificates issued pursuant to that certain
Indenture, dated as of Aug. 1, 2007, between the Debtor and Bank
of Oklahoma, N.A., Trustee.  The Order is effective nunc pro tunc
to Sept. 21, 2012.

The proceeds from the sale of the Certificates were used to pay
previously issued certificates, and to fund the expansion of the
prison in Ocilla, Georgia, for the use and benefit of Irwin
County, Georgia.  UMB has a valid interest in the rents and all
other revenues arising from or generated by Debtor's real
property.

As adequate protection, UMB is granted adequate protection liens
upon the Cash Collateral and all property of the Debtor's
bankruptcy estate.  The postpetition security interests, however,
will not extend to the real property of the Debtor.

                    About Municipal Corrections

Hamlin Capital Management, LLC, Oppenheimer Rochester National
Municipals, and UMB, N.A., as indenture trustee -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012.  Jon T. Pearson, Esq., at
Ballard Spahr LLP, in Las Vegas, Nevada, serves as counsel to the
petitioners.  In August, the bankruptcy judge ruled that the
prison is properly in Chapter 11 to reorganize.

Austin E. Carter, Esq., at Stone & Baxter LLP, in Macon, Ga.; and
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in
Las Vegas, Nev., represent the Debtor as counsel.

The Debtor disclosed $656,378 in assets and $61,769,528 in
liabilities as of the Chapter 11 filing.

As reported in the TCR on Jan. 3, 2013, Bankruptcy Judge Thad J.
Collins granted the request of creditor Irwin County to transfer
the venue of the Debtor's Chapter 11 bankruptcy case to the U.S.
Bankruptcy Court for the Northern District of Georgia.


NAKNEK ELECTRIC: Has Access to Cash Collateral Until Aug. 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska granted, in a
seventh stipulated order, Naknek Electric Association, Inc.,
interim authorization to use cash collateral of the United States
Department of Agriculture, Rural Utilities Service ("RUS") and
National Rural Utilities Cooperative Finance Corporation ("CFC")
through Aug. 31, 2013.

The Debtor is authorized to use up to $300,155 of Cash Collateral
and any other cash in its possession, solely for the purpose of
paying Debtor's Chapter 11 operating expenses as set forth in the
NEA Cash Collateral Budget as well as any quarterly fees due to
the United States Trustee

To afford RUS adequate protection of its interest in the
Collateral, Debtor will continue to make adequate protection
payments of $18,000 by the last date of each month except that
every third month that payment will be $60,100 to RUS pursuant to
11 U.S.C. Section 361(1).

To afford CFC adequate protection of its interest in the
Collateral, Debtor will continue to make adequate protection
payments under the terms of the DIP and Fuel loan agreements to
CFC pursuant to 11 U.S.C. Section 361(1).

As further adequate protection, RUS and CFC are granted
replacement liens pursuant to 11 U.S.C. Section 361(2) on all of
the estate's property purchased or acquired with Cash Collateral,
except that RUS's liens will be subordinate to the liens granted
CFC pursuant to the order approving the DIP Fuel Loan.

As further adequate protection, RUS and CFC are granted security
interests in all cash and accounts receivable generated by Debtor
after the Petition Date, and in any other of the Collateral's
proceeds.  RUS's security interest will be senior to the security
interest of CFC granted pursuant to the Order Approving DIP Loan
but junior to the security interest of CFC granted pursuant to the
Order Approving DIP Fuel Loan.

               About Naknek Electric Association

Naknek, Alaska-based Naknek Electric Association, Inc., operates a
diesel power generation plant, storage and distribution system
on approximately 9.34 acres of land it owns in Naknek, Alaska.
It provides electricity to 591 members of the cooperative.  It
also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection (Bankr.
D. Alaska Case No. 10-00824) on Sept. 29, 2010.  Erik LeRoy, Esq.,
at Erik Leroy P.C., assists the Debtor in its restructuring
effort.  The Debtor disclosed $21,459,632 in assets and $7,523,708
as of the Chapter 11 filing.

The Debtor filed with the Court a plan of reorganization and an
accompanying disclosure statement on Sept. 15, 2011.  The Plan
proposed that the Debtor will pay Class 13, unsecured creditors,
$3 million over 60 months commencing on the Effective Date.  Based
on the current claims filed in the case, the proposed payment will
pay unsecured creditors a dividend of about $0.10 on each dollar
of claim.

A committee of unsecured creditors has been appointed by the
United States Trustee.


NAVISTAR INTERNATIONAL: Fitch Affirms 'CCC' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for
Navistar International Corporation and Navistar Financial
Corporation at 'CCC' and removed the Negative Outlook on the
ratings. The removal reflects Fitch's view that immediate concerns
about liquidity have lessened, although liquidity remains an
important rating consideration as NAV implements its selective
catalytic reduction (SCR) engine strategy. Other rating concerns
are already incorporated in the 'CCC' rating.

NAV's manufacturing cash balances of $1.5 billion at Oct. 31, 2012
were above the high end of the range anticipated by Fitch. The
improvement resulted from NAV's issuance of approximately $200
million of equity near the end of its fiscal year in October,
lower inventory, and the collection of defense receivables sooner
than anticipated. However, the improving liquidity trend could
reverse during the first part of fiscal 2013 due to seasonal and
one-time factors before NAV's fundamental operating performance
recovers.

NAV's liquidity includes $1.5 billion of manufacturing cash and
marketable securities and a $175 million ABL facility. This level
of cash should be sufficient to offset negative FCF while NAV
introduces its heavy duty diesel (HDD) SCR engines. Fitch expects
manufacturing free cash flow (FCF) to be negative through at least
the first half of fiscal 2013 due to seasonally low FCF; possible
delays in deliveries due to the depletion of emissions credits;
and expenditures related to warranties, non-conformance penalties
(NCPs), and ongoing pension contributions.

Liquidity and FCF could be pressured if industry demand for trucks
does not improve, the company's market share does not recover, or
the transition to SCR technology is delayed. Current maturities of
manufacturing long term debt were modest at $172 million as of
Oct. 31, 2012, but debt maturities exceed $1.5 billion in 2014,
including $570 million of 3% convertible notes. The remaining 2014
maturities could be extended if NAV pays down or refinances the
majority of the convertible notes.

NAV finalized a supply agreement with Cummins Inc. in October 2012
for SCR engines and emissions technology. NAV's transition to SCR
emissions technology appears to be on track within the expected
time frame and cost. However, it involves execution risk related
to integrating the technology with NAV's engines, and integrating
Cummins' 15-liter engine in NAV's trucks. Execution risks are
mitigated by NAV's familiarity with Cummins engines. In December
2012, NAV launched on time the ProStar with the Cummins ISX 15-
liter engine, and is scheduled to phase in 13-liter SCR engines
beginning in April 2013, followed by medium duty engines later in
2013 or 2014. NAV will require approval by the EPA of its
reconfigured emissions compliant engines.

Other rating concerns include the availability and use of
emissions credits which NAV estimates will be depleted during 2013
for its heavy HDD engines. In addition, NAV is still working to
achieve on-board diagnostics (OBD) certification in 2013 for
certain engines. As a result, there could be occasional gaps in
deliveries while NAV implements its revised engine strategy. Such
delays could slow a recovery in the company's market share, at
least temporarily. NAV's share in its traditional heavy and medium
truck and bus markets was 23% in fiscal 2012 and remains well
below the peak level of 36% in 2009. Emission credits are a
particular concern in 10 states that use California Air Resources
Board (CARB) standards which do not allow the use of NCPs. There
are sufficient emissions credits to support medium duty engine
sales into 2014.

EBITDA in 2012 was negative due to higher warranty costs, a
decline in military vehicle sales, lower engine sales related to
truck volumes and demand in South America, and higher material
costs. Warranty expense more than doubled in 2012 to $895 million,
mostly related to complexity surrounding engine emissions
regulations. The charges included more than $400 million of
adjustments to pre-existing warranties. As NAV incorporates
improvements in newer engines, warranty expense should decline in
2013, barring additional unexpected quality problems. However,
cash charges are likely to increase in the near term as NAV makes
repairs related to accrued warranty liabilities.

Fitch estimates EBITDA could turn positive during 2013 if NAV
executes its revised engine strategy on time and begins to rebuild
market share. In order to improve its operating performance and
preserve cash, NAV plans to limit capital spending, cut back on
investments associated with NAV's global expansion, and redirect
product development to its engine strategy. Restructuring should
also help control NAV's cost structure over the long term,
including workforce reductions. NAV estimates these actions will
reduce its cost structure by $175 million beginning in 2013.

Pension contributions represent a recurring use of cash, but
required contributions during the next few years should be
slightly lower than originally anticipated due to MAP-21
legislation passed in 2012. The legislation allows a portion of
required contributions to be temporarily deferred, but the total
obligation is unaffected. NAV estimates it will be required to
contribute $166 million in 2013 and at least $200 million annually
between 2014 and 2016. NAV contributed $157 million in 2012. NAV's
net pension obligations increased to $2.1 billion at the end of
fiscal 2012 from $1.8 billion in 2011.

Fitch could take a positive rating action if manufacturing FCF
returns toward a sustainable breakeven level during 2013, the SCR
engine strategy is implemented on time, the company's market share
begins to recover, and earnings improve steadily.

Fitch could take a negative rating action if NAV's transition to
SCR emissions technology is delayed or requires substantial cash
expenditures, or FCF and liquidity do not begin to recover after
the middle of fiscal 2013. If sales volumes are low or margins
remain pressured, FCF could be impaired, making it difficult to
fund capital expenditures, pension contributions and higher
interest expense associated with increased debt levels. In
addition, five investors have accumulated, in aggregate, more than
50% of NAV's common shares, which introduces uncertainty about
long-term operating and financial policies. The ratings could also
be negatively affected depending on the outcome of the SEC's
investigation of the company's accounting and disclosure
practices.

The Recovery Rating (RR) of '1' for Navistar Inc.'s $1 billion
term loan supports a rating of 'B', three levels above NAV's IDR,
as the loan can be expected to recover more than 90% in a
distressed scenario based on a strong collateral position. The RR
'5' for NAV's senior unsecured debt results in a rating of 'CCC-',
one notch below the IDR, and reflects poor recovery prospects in a
distressed scenario. The RR '6' for the senior subordinated
convertible notes reflects a lower priority relative to NAV's
senior unsecured debt.

Fitch believes NFC is core to NAV's overall franchise, and the IDR
of the finance subsidiary is directly linked to that of its
ultimate parent due to the close operating relationship and
importance to NAV, as substantially all of NFC's business is
connected to the financing of new and used trucks sold by NAV and
its dealers. The linkage also reflects the potential that, under a
stress scenario, NAV may seek to extract capital and/or
unencumbered assets from NFC. The relationship between NAV and NFC
is formally governed by the Master Intercompany Agreement. Also,
there is a requirement referenced in NFC's credit agreement
requiring Navistar, Inc. or NAV to own 100% of NFC's equity at all
times.

Fitch views NFC's operating performance and overall credit metrics
as neutral to NAV's rating. NFC's performance has not changed
materially compared to Fitch's expectations, but its financial
profile remains tied to NAV's operating and financial performance.
NFC's profitability declined further in 2012 due to the lower net
interest margin earned from the continued reduction of NFC's
retail portfolio balance.

NFC's asset quality has remained stable, reflecting the mature
retail portfolio, which is in run-off. Charge-offs and
provisioning volatility has declined as NFC focuses on its
wholesale portfolio, which historically has experienced lower loss
rates relative to the retail portfolio.

Absent material dividends to the parent, Fitch expects NFC's
leverage to improve and stay below historical levels due to
reduced financing needs. Balance sheet leverage, as measured by
total debt to equity fell to a historical low of 3x in 2012.
Management believes NFC can more effectively operate with a
leverage target between 5x and 6x, which is consistent with other
Fitch-rated captives. The company may also reestablish dividends
from NFC to NAV in efforts to maintain adequate asset coverage and
leverage, as well as to enhance liquidity at NAV in the medium to
longer term.

In June 2012, NFC completed a securitization of roughly $500
million and used proceeds to repay outstanding borrowings on a
previous securitization and a portion of its revolving bank credit
facility. In addition, NFC refinanced a $750 million wholesale
facility in August 2012. Fitch believes the refinancing of NFC's
debt facilities may help to mitigate potential near-term liquidity
concerns at NFC.

The RR of '5' for NFC's senior secured credit facilities support a
rating of 'CCC-', one notch below the IDR, which reflects poor
recovery prospects in a distressed scenario.

As of Oct. 31, 2012, Fitch's ratings covered approximately $3
billion of debt at NAV and $1.9 billion of outstanding debt at the
Financial Services segment, the majority of which is at NFC.

Fitch has affirmed the following ratings:

Navistar International Corporation

-- Long-term IDR at 'CCC';
-- Senior unsecured notes at 'CCC-'/'RR5';
-- Senior subordinated notes at 'CC'/'RR6'.

Navistar, Inc.

-- Long-term IDR at 'CCC';
-- Senior secured bank term loan at 'B'/'RR1'.

Cook County, Illinois

-- Recovery zone revenue facility bonds (Navistar International
    Corporation Project) series 2010 at 'CCC-'.

Illinois Finance Authority (IFA)

-- Recovery zone revenue facility bonds (Navistar International
    Corporation Project) series 2010 at 'CCC-'.

Navistar Financial Corporation

-- Long-term IDR at 'CCC';
-- Senior secured bank credit facilities at 'CCC-'/'RR5'.


NEW ENGLAND COMPOUNDING: Owners Took $16.3-Mil. in the Past Year
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owners of New England Compounding Pharmacy Inc.
took $16.3 million out of the company in the year before the
bankruptcy.

The 55% shareholder Carla Conigliaro received $8.7 million in
payments the year before bankruptcy.  Gregory Conigliaro, a 10%
owner, received $1.6 million.  Barry Cadden, the chief pharmacist
and 17.5% shareholder, received $3.2 million while Lisa Congiliaro
Cadden, a 17.5% shareholder, took home $2.8 million.  The payments
don't include credit card payments made on their behalf by the
company.

According to the report, revenue of $19.9 million in 2010 grew to
$32.4 million in 2012, according to filings the company made in
bankruptcy court in Boston at the end of last week.

The report relates that the official lists of assets and debt
mostly show property and liabilities as having unknown values.
Assets are listed for $1.3 million with debt totaling $886,000.

The owners attempted to fend off appointment of a Chapter 11
trustee by turning the business over to a chief restructuring
officer. Believing a CRO to be inadequate, the U.S. Trustee filed
papers seeking appointment of a Chapter 11 trustee.  The motion
for a trustee comes up for hearing Jan. 24.

                About New England Compounding

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

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

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

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

An official unsecured creditors' committee was formed to represent
individuals with personal-injury claims. The members selected
Brown & Rudnick LLP to be the committee's lawyers.


NORTEL NETWORKS: Trustee Says $1.8M Worker Bonuses Not Justified
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a U.S. trustee
objected to Nortel Networks Inc.'s bid for $1.8 million in
employee incentive payments, saying the debtor did not provide
sufficient information to justify the bonuses and failed to
properly classify them as an administrative expense.

The defunct telecommunications giant filed its Dec. 19 motion in
an effort to obtain incentive bonuses adding up to nearly $1.1
million for seven non-insider employees and enter into special
incentive agreements with three insider employees that provide
bonuses of up to $774,750 in the aggregate, the report related.

                       About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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


NORTEL NETWORKS: Settles Benefits Feud with Disabled Employees
--------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that Nortel Networks
Inc. on Friday minted a settlement that will allow the defunct
telecom to terminate health care and other benefits for a group of
disabled employees in exchange for a $28 million bankruptcy claim.

A committee representing 215 long-term disabled Nortel employees
won an extra two months of benefits in the settlement to allow its
constituents a ?transition period? to make alternative
arrangements for their care, according to settlement papers filed
in Delaware bankruptcy court, the report related.

                       About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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


NORTEL NETWORKS: Creditors Engage in Mediation
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Nortel Networks Inc. from the U.S., U.K.
and Canada began mediation in Toronto on Jan. 14 continuing at
least through Jan. 22.  The mediation is designed to bring
agreement among creditors of the three Nortel companies on how to
split up almost $9 billion from the sale of assets. Barring
agreement, the money remains tied up and can't be distributed.

                       About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.

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

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


OCZ TECHNOLOGY: Receives Nasdaq Listing Non-Compliance Notice
-------------------------------------------------------------
OCZ Technology Group, Inc. on Jan. 22 disclosed that that the
Audit Committee's investigation has been completed.  As noted in
the Company's December 17 press release, the Company is working
with Crowe Horwath LLP, the independent auditors, regarding the
restatements of the results for the first quarter of fiscal 2013,
as well as the results for fiscal 2012.  The restatements
primarily relate to the timing and classification of customer
incentive costs between revenue and operating expenses, the timing
of revenue recognition for certain transactions, and the level of
reserves for product returns.  The restatement of prior periods
will be provided as soon as practical.

In addition, because of the delayed filing with the SEC of the
Form 10-Q for the period ending November 30, 2012, the Company, as
anticipated, received a letter from The Nasdaq OMX Group
indicating that the Company is not in compliance with the filing
requirements for continued listing under Nasdaq Listing Rule
5250(c).  As previously announced, the Listing Qualifications
Staff at Nasdaq, based on the Company's compliance plan, granted
the Company an exception until February 28, 2013 to file its Form
10-Q for the period ended August 31, 2012.

This recent Nasdaq letter notes that the Company is required, by
February 1, 2013, to submit an update to this original plan to
regain compliance.  Nasdaq is permitted to grant an extension of
up to 180 days from the initial delinquent filing, or until April
8, 2013, for the Company to regain compliance.

As previously stated, the Company continues to work diligently to
complete the financial audit and quarterly reviews along with any
necessary restatements.  While this will hopefully be completed in
the near future, the exact date cannot currently be estimated.

On January 15, 2013 the Company amended its credit facility
agreement with Wells Fargo Capital Finance to, among other things,
reduce the maximum loan amount to $20 million from the prior $35
million.  At December 31, 2012 the outstanding loan balance was
approximately $7 million compared to approximately $15 million at
November 30, 2012 and $20 million at August 31, 2012.  This
amendment specifies certain reporting requirements and liquidity
minimums, but also provides the Company with an operating
structure to support its business needs while the Company is in
technical default of certain covenants.  A summary of the material
terms of the amendment was set to be filed on Jan. 22 in a Form 8-
K.

"The independent investigation has been completed and the findings
were highly consistent with the Company's internally identified
issues.  The Company has already eliminated certain customer
incentive programs and made people and process changes to improve
overall business operations and continue moving the Company in a
positive direction," stated Ralph Schmitt, CEO of OCZ Technology.
"We continue to focus on making operational improvements and have
significantly reduced our channel inventory to less than $50
million.  This puts our sales channel in excellent position to
properly support our customers while also efficiently managing our
total inventory.  The Company has successfully settled the two
previously disclosed product and patent litigation contingencies,
removing the potential for significant, unforeseen liabilities to
the Company."

"The team continues to deliver on its product development efforts,
and at this year's CES in Las Vegas, we unveiled and demonstrated
the upcoming PCIe based Vector SSD as well as showcased a wide
range of client and enterprise solid-state storage solutions,"
added Mr. Schmitt.  "We are also pleased with the customer and
industry reactions we are receiving for our latest SATA III-based
Vector SSD Series, featuring the Company's next-generation
Indilinx Barefoot 3 controller, and look forward to continue to
provide our customers with innovative industry leading storage
solutions."

                About OCZ Technology Group, Inc.

Founded in 2002, San Jose, California-based OCZ Technology Group,
Inc. -- http://www.ocztechnology.com-- is a provider of high-
performance solid-state drives (SSDs) for computing devices and
systems.


OSBORNE PHARM: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Osborne Pharm II, Inc.
          aka Medical Plaza Pharmacy
        201 NW 82nd Avenue, Suite 100
        Plantation, FL 33324

Bankruptcy Case No.: 13-11284

Chapter 11 Petition Date: January 21, 2013

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

Judge: John K. Olson

Debtor's Counsel: Brian S. Behar, Esq.
                  BEHAR, GUTT & GLAZER, P.A.
                  2999 NE 191 Street, 5th Floor
                  Aventura, FL 33180
                  Tel: (305) 931-3771
                  E-mail: bsb@bgglaw.net

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

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 Christopher Osborne, president.


PACIFIC GOLD: To Effect a Reverse Split of Common Stock
-------------------------------------------------------
Pacific Gold Corp. announced that, effective upon market open on
Jan. 22, 2013, every 20 shares of the Company's issued and
outstanding Common Stock, par value $0.0000000001, will convert
into one share of Common Stock.  Any fractional shares resulting
from the Reverse Stock Split will be rounded up to the next whole
share.  As a result of the Reverse Stock Split, the total number
of issued and outstanding shares of the Company's Common Stock
will decrease from 3,867,674,530 pre-split shares to approximately
193,383,727 shares after giving effect to the Reverse Stock Split.

In addition, as part of the Reverse Stock Split, the Company will
also be reducing its total number of authorized shares of common
stock from 5,000,000,000 to 3,000,000,000 as approved by the
Company's stockholders at last year's Annual Meeting.

At the open of business on Jan. 22, 2013, the common stock of the
Company will trade under the symbol PCFGD for a period of 20
business days after which time the D will be removed from the
stock symbol.

The Company took corporate action to implement the Reverse Stock
Split by filing a Certificate of Amendment to its Articles of
Incorporation with the Secretary of State of the State of Nevada.

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Silberstein Ungar,
PLLC, in Bingham Farms, Michigan, expressed substantial doubt
about the Company's ability to continue as a going concern.  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 reported a net loss of $1.38 million in 2011, compared
with a net loss of $985,278 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.61
million in total assets, $5.12 million in total liabilities and a
$3.51 million total stockholders' deficit.


PEREGRINE FINANCIAL: Ex-CEO Stole $215M From Investors, Feds Say
----------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that more than $215
million disappeared from Peregrine Financial Group Inc. investors'
accounts because of former CEO Russell Wasendorf Sr.'s
embezzlement scheme, federal prosecutors said Tuesday while
recommending a maximum 50-year sentence.

Federal prosecutors said the recommended sentence under federal
sentencing guidelines should be adjusted upward because of the
$215 million loss amount and the "sophisticated means" Wasendorf
used to carry out the scheme to steal money from investors by
using forged bank statements over two decades, a fraud he
confessed to in a note, the report said.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PETAQUILLA MINERALS: Moody's Withdraws 'Caa1' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings on Petaquilla
Minerals Ltd. as the ratings were based on a proposed debt
transaction that did not occur. The company will instead pursue an
alternate debt transaction for which it has not asked Moody's to
rate. The affected ratings consist of Petaquilla's Caa1 corporate
family rating, Caa1-PD probability of default rating, Caa1 senior
secured rating and SGL-3 speculative grade liquidity rating.

Headquartered in Vancouver, British Columbia, Petaquilla Mineral
Ltd. is a gold production and exploration company with one
operating mine in Panama and several exploration properties in
Panama, Spain and Portugal. Revenue for the fiscal year ended May
31, 2012 was $93 million with about 70 thousand gold equivalent
ounces produced.

The principal methodology used in rating Petaquilla was the Global
Mining Industry published in May 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.


PIPELINE DATA: Applied Merchant Authorized to Buy Business
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pipeline Data Inc. was authorized last week to sell
the business for $9.85 million to Applied Merchant Systems West
Coast Inc.  Applied Merchant was forced to raise the bid during
auction.  The contract signed before the auction was for
$8 million.

                       About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provides credit and debit
card payment processing services to approximately 15,000
merchants.  The Company has 36 employees.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sought bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.

In its schedules, Pipeline Data disclosed $4,491,699 in total
assets and $61,595,942 in total liabilities.

Ten (10) affiliates of the Debtor filed separate petitions for
Chapter 11 (Bankr. D. Del. Case Nos. 12-13124 to 12-13131; Case
No. 12-13133 and 12-13134).  The cases are jointly administered
under Case No. 12-13123).


PJ ELITE: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: PJ Elite, LLC
        dba Papa John's Pizza
        10316 De Soto Avenue
        Chatsworth, CA 91311

Bankruptcy Case No.: 13-10443

Chapter 11 Petition Date: January 22, 2013

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

Judge: Maureen Tighe

Debtor's Counsel: James C. Bastian, Jr., Esq.
                  SHULMAN HODGES & BASTIAN LLP
                  8105 Irvine Ctr Dr Ste 600
                  Irvine, CA 92618
                  Tel: (949) 340-3400
                  E-mail: jbastian@shbllp.com

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

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

A copy of the Company's list of its 21 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cacb13-10443.pdf

The petition was signed by Robert P. Mosier, chief restructuring
officer.


PMD HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: PMD Holdings, Inc.
        2388 Peck Road
        City of Industry, CA 91748

Bankruptcy Case No.: 13-11706

Chapter 11 Petition Date: January 22, 2013

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Michael D. Good, Esq.
                  SOUTHBAYLAWFIRM
                  21535 Hawthorne Blvd Ste 210
                  Torrance, CA 90503
                  Tel: (310) 373-2075
                  Fax: (310) 356-3229
                  E-mail: mgood@southbaylawfirm.com

Estimated Assets: $0 to $50,000

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

A copy of a list of two unsecured creditors identified by the
company is available for free at
http://bankrupt.com/misc/cacb13-11706.pdf

The petition was signed by A.J. Matsuura, chief executive officer.

Affiliate that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Bel-Shore Enterprises, Inc.            12-51569   12/20/2012


POSITIVEID CORP: Has $5 Million Securities Pact with TCA Global
---------------------------------------------------------------
PositiveID Corporation entered into a Securities Purchase
Agreement with TCA Global Credit Master Fund, LP, pursuant to
which TCA may purchase from the Company up to $5,000,000 senior
secured, convertible, redeemable debentures.  A $550,000 Debenture
was purchased by TCA on Jan. 16, 2013.  As consideration for
entering into the Purchase Agreement, the Company paid to TCA (i)
a transaction advisory fee in the amount of $22,000, (ii) a due
diligence fee equal to $10,000, and (iii) document review and
legal fees in the amount of $12,500.

As further consideration, the Company agreed to issue to TCA that
number of shares of the Company's common stock that equals
$100,000.  For purposes of determining the number of Incentive
Shares issuable to TCA, the Company's common stock was valued at
the volume weighted average price for the five trading days
immediately prior to the date of the Purchase Agreement, as
reported by Bloomberg.  It is the intention of the Company and TCA
that the value of the Incentive Shares will equal $100,000.  In
the event the value of the Incentive Shares issued to TCA does not
equal $100,000 after a twelve month evaluation date, the Purchase
Agreement provides for an adjustment provision allowing for
necessary action to adjust the number of Incentive Shares issued.

TCA Security Agreement

Effective as of Jan. 16, 2013, the Company entered into a Security
Agreement with TCA, related to the issuance of the Debentures.  As
security for the Company's obligations to TCA under the
Debentures, the Purchase Agreement and any other transaction
document, the TCA Security Agreement grants to TCA a continuing,
second priority security interest in all of the Company's assets
and property, wheresoever located and whether now existing or
hereafter arising or acquired.  This security interest is
subordinate to the security interest of The Boeing Company, who
has a secured interest supporting that certain Exclusive License
Agreement, dated Dec. 20, 2012, between the Company and The Boeing
Company.

Subsidiaries Security Agreement

Effective as of Jan. 16, 2013, Steel Vault Security, LLC,
MicroFluidic Systems, VeriGreen Energy Corporation, Steel Vault
Corporation, IFTH NY Sub, Inc., and IFTH NJ Sub, Inc., entered
into a Security Agreement with TCA, related to the issuance of the
Debentures.  As security for the Company's obligations to TCA
under the Debentures, the Purchase Agreement and any other
transaction document, the Subsidiaries Security Agreement grants
to TCA a continuing, second priority security interest and lien in
all of the Subsidiaries assets and property, wheresoever located
and whether now existing or hereafter arising or acquired.

Guaranty Agreement

Effective as of Jan. 16, 2013, the Subsidiaries entered into a
Guaranty Agreement with TCA, in connection with the Company's
issuance of the Debenture.  Pursuant to the terms of the Guaranty
Agreement, the Subsidiaries have guaranteed and are to act as
surety to TCA for the payment of the Liabilities when they become
due.  The "Liabilities" includes, collectively, (i) the repayment
of all sums due under the Debenture and other transaction
documents and (ii) the performance and observance of all terms,
conditions, covenants, representations and warranties set forth in
the transaction documents.

In connection with the Purchase Agreement, the Company, the
Subsidiaries, TCA, and William J. Caragol, the Company's Chief
Executive Officer, entered a Subordination of Loans Agreement
effective Jan. 16, 2013, whereby Mr. Caragol agreed to subordinate
amounts owed to him by the Company to TCA.

In addition, as a condition to TCA entering into the Purchase
Agreement and purchasing the Debentures from the Company, Mr.
Caragol executed a Validity Guaranty, effective Jan. 16, 2013, for
the benefit of TCA.

A Security Agreement, dated as of July 9, 2012, between the
Company and Holland & Knight LLP, and previously disclosed in and
filed with the Securities and Exchange Commission on July 13,
2012, as part of the Company's Current Report on Form 8-K, was
terminated.

H&K agreed to terminate the security interests in various assets
of the Company, that were granted to H&K pursuant to the H&K
Security Agreement, and H&K agreed to terminate the H&K Security
Agreement effective immediately.

H&K continues to hold that certain Secured Promissory Note, dated
July 9, 2012.  Other than the security interest, the terms,
conditions and obligations under the H&K Note remain in full force
and effect.

In addition, on Jan. 16, 2013, that certain Security Agreement,
dated as of Sept. 7, 2012, between the Company and William J.
Caragol, and previously disclosed in and filed with the Commission
on Sept. 11, 2012, as part of the Company's Current Report on Form
8-K, was terminated.

Mr. Caragol agreed to terminate the security interests in various
assets of the Company, that were granted to Mr. Caragol pursuant
to the Caragol Security Agreement, and Mr. Caragol agreed to
terminate the Caragol Security Agreement effective immediately.


Mr. Caragol continues to hold that certain Secured Promissory
Note, dated July 9, 2012.

Debenture

On Jan. 16, 2013, the Company issued the First Debenture in favor
of TCA.  The maturity date of the First Debenture is Jan. 16,
2014, subject to adjustment.  The First Debenture bears interest
at a rate of 12% per annum.  The Company, at its option, may repay
the principal, interest, fees and expenses due under the Debenture
with no penalty or premium and in full and for cash, at any time
prior to the Maturity Date, with three business days advance
written notice to the holder.

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

EisnerAmper LLP, in New York, expressed substantial doubt about
PositiveID's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has a working capital
deficiency and an accumulated deficit.  "Additionally, the Company
has incurred operating losses since its inception and expects
operating losses to continue during 2012.

The Company's balance sheet at Sept. 30, 2012, showed
$2.69 million in total assets, $6.23 million in total liabilities,
and a $3.54 million total stockholders' deficit.


RADNOR HOLDINGS: Skadden, Tennenbaum Capital Sued over Sale
-----------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that the ex-head of
bankrupt packaging company Radnor Holdings Corp. brought an
adversary suit against Skadden Arps Slate Meagher & Flom LLP, a
hedge fund and others in Delaware bankruptcy court, saying its ex-
law firm aided the fund in securing a $100 million windfall from
the company's sale.

Michael T. Kennedy brought the suit against Skadden, Tennenbaum
Capital Partners LLC and Alvarez & Marsal LLC, along with current
and former principals and associated entities, on Dec. 26, the
report related.

Based in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.  The Debtor
and its affiliates filed for chapter 11 protection on August 21,
2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M. Galardi,
Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher
& Flom, LLP, in Wilmington, Del.; and Timothy R. Pohl, Esq.,
Patrick J. Nash, Jr., Esq., and Rena M. Samole, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, in Chicago, Ill., serve as the
Debtors' bankruptcy counsel.  When the Debtors filed for
protection from their creditors, they disclosed total assets of
$361,454,000 and total debts of $325,300,000.


RYMAN HOSPITALITY: S&P Withdraws 'BB' Rating on 6.75% Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' issue-level
rating and '1' recovery rating on Nashville, Tenn.-based Ryman
Hospitality Property Inc.'s 6.75% senior notes due 2014.  The
rating withdrawal follows the company's redemption of the senior
notes on Jan. 17, using availability under its credit facility.

"Our corporate credit rating on the company remains 'B+',
reflecting our assessment of the company's business risk profile
as "weak" and our assessment of the company's financial risk
profile as "aggressive," according to our criteria.  Our
assessment of Ryman's business risk profile reflects its limited
asset diversity and small hotel portfolio.  The company has good
quality properties that target group and convention customers,
providing some advance booking visibility and somewhat offsetting
business risks.  Our assessment of Ryman's financial risk profile
as aggressive reflects our belief that EBITDA coverage of interest
expense was strong, at around 4x, and total lease-adjusted debt to
EBITDA was in the low-5x area at the end of 2012 and will improve
to the high-4x area in 2013," S&P said.


SABINE PASS: Moody's Rates $1-Bil. Senior Secured Notes 'Ba3'
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Sabine Pass
Liquefaction's (SPL or Project) new $1 billion in senior secured
notes due 2021. Moody's also affirmed SPL's Ba3 on its $3.6
billion first lien bank term loan due 2019 and Sabine Pass LNG's
(SPLNG) B1 rating on its $2.1 billion in senior secured notes. The
rating outlooks for SPL and SPLNG are stable.

The proceeds from SPL's $1 billion senior secured note will fund a
portion of SPL's construction costs, interest during construction,
and transaction costs. Other sources of funds include the
remaining draws under the senior secured bank loan, equity and
expected cash flow from operations. After the bond issuance,
approximately $900 million of the first lien bank term loan
commitment will be suspended (and not available) resulting in net
senior secured debt increasing by approximately $100 million due
to transaction costs and higher interest during construction.

Ratings Rationale

The SPL's Ba3 senior secured rating is supported by its long term
contract with investment grade off-takers, likely solid 'Baa'
metrics during operations, and an EPC contract with Bechtel.
Sizeable third party equity investment of $1.89 billion and
utilization of existing infrastructure are also considered
positive. Key credit risks include considerable construction
period risks, uncertainties on gas feedstock, and major debt
maturities from 2016 through 2021. Other key considerations
include uncertainties regarding the financing and construction of
Trains 3 & 4, the lack of up-front funding of the SPL debt service
reserve, and CQP's lack of ownership of the Creole Trail Pipeline
(CTPL). Furthermore, the net debt increase moderately decreases
expected financial metrics.

The SPLNG's B1 rating reflects long term contracts with highly
rated third parties for approximately 50% of revenues, acceptable
operational performance since 2009, and some project finance
protections. Additional strengths include the October 2012
refinancing of SPLNG's November 2013 debt maturity resulting in a
net $130 million debt reduction and an affiliate contract with SPL
which should provide greater cash flow certainty once SPL achieves
operations. The B1 rating also considers SPLNG's high standalone
leverage and likely continuation of low financial metrics until
SPL reaches commercial operations. Over the next several years,
Moody's expects SPLNG will achieve an interest coverage ratio of
around 1.4 to 1.5 times and FFO/Debt of around 3% to 4%.

Debt structural protections for SPL's senior secured notes include
a 1st lien security interest in assets pari passu with SPL's $3.6
billion senior secured bank loan, a 6-month interest reserve
funded from operating cash flow, and a restricted payment test
similar to the bank loan. That said, Moody's recognizes that the
senior secured notes contain certain weaker covenants such as
broad allowance for additional indebtedness, weak asset sale
restrictions, exclusion of several affiliate contracts from the
definition of material contracts, and a fall away of key covenants
if the bond ratings are rated investment grade by two agencies.
The weakness of these covenants are diminished as long as the bank
loan's more stringent covenants continue to remain in effect;
however, Moody's acknowledges that bondholders do not benefit from
a non-payment related cross default to the bank loan. An
additional debt structural consideration is the deposit of the net
bond proceeds into the construction account, which will be
utilized prior to the bank loan except for $100 million of bank
loan proceeds funded at financial close.

Recent developments for SPL include a reported 18% total project
completion as of December 2012 mainly due to significant progress
on procurement and engineering. Actual construction work remains
in the early stages and consists mainly of pilings. SPL's total
expenditures were approximately $1.39 billion as of December 2012,
which has been funded mostly from equity. the Blackstone managed
funds completed their equity contribution totaling $1.5 billion to
CQP in December 2012 and as of January 2013, the company stated
all the of the $1.89 billion of equity has contributed to SPL.

SPL and SPLNG's stable rating outlooks reflect the expectation
that SPL's construction will be completed on time and on budget
and that SPL and SPLNG will meet their performance obligations
under their respective off-take contracts.

SPLNG and SPL's ratings are unlikely to be positively affected in
the near term given uncertainties on the construction and
financing plans for SPL Trains 3 & 4. Over the longer term,
positive trends that could lead to an upgrade include SPL's
successful construction completion, demonstrated good operational
performance at SPL and SPLNG and the two borrowers' ability to
address their upcoming debt maturities from 2016 to 2021.

SPLNG and SPL ratings could be downgraded if SPL incurs
significant construction cost overruns or delays, if SPLNG incurs
operating problems, or if Trains 3 & 4 add further material
financial and construction risk. SPLNG and SPL's ratings could
face negative rating action if SPL's fuel sourcing strategy
introduces significant imperfections, if equity contributions are
not made as expected or if any of SPL's governmental
authorizations are revoked or limited.

Sabine Pass Liquefaction LLC (SPL) is expected to build and
operate a nameplate 9 million ton per annum (mtpa) liquefied
natural gas (LNG) project located in Cameron Parish, Louisiana
next to the existing Sabine Pass LNG L.P.'s regasification plant
(SPLNG). SPL's output is contracted with BG Group and Gas Natural
SA under 20 year off-take contracts. SPLNG owns and operates a
liquefied natural gas receiving terminal with an aggregate
regasification capacity of four Bcf/d and five LNG storage tanks.
SPLNG has third party 20-year contracts for half of the capacity.
SPL expects to utilize SPLNG's existing infrastructure including
storage tanks and marine terminal under an affiliate contract.
Cheniere Energy Partners (CQP) owns SPL and SPLNG. CQP is owned by
private equity funds managed by Blackstone, Cheniere Energy, and
public investors.

The principal methodology used in this rating was Generic Project
Finance methodology published in December 2010.


SABINE PASS: S&P Assigns 'BB+' Rating to $1BB Senior Secured Bond
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
project rating to Sabine Pass Liquefaction LLC's (SPL) $1 billion
senior secured bond and affirmed the 'BB+' project rating on SPL's
$3.6 billion senior secured term loan.  The issues are pari passu.
The outlook is stable and the recovery rating on SPL's senior
secured debt is '3', indicating a meaningful (50% to 70%) recovery
if a payment default occurs.  The project will use the proceeds to
refinance a portion of its $3.6 billion term loan A, while
maintaining the full term loan allocation to potentially fund
trains three and four, subject to additional debt restrictions.

The rating at SPL reflects S&P's expectation of stable contracted
cash flow from creditworthy counterparties and strong debt service
coverage ratios (DSCR) in phase one.  At the same time, the rating
is limited by several factors, including development risk and
structural weaknesses in the debt service reserve fund (DSRF), the
nonconsolidation opinion (and a lower-rated parent) and the
Blackstone Fund VI funding guarantee.  In addition, S&P believes
the potential for additional pari passu expansion debt associated
with phases two and three, although subject to restrictions in the
common terms agreement, presents additional development risk that
SPL must mitigate before S&P considers higher ratings.

"We base the stable outlook on our assessment of current
construction arrangements and counterparty dependency
assessments," said Standard & Poor's credit analyst Mark Habib.

S&P considers an upgrade unlikely during construction, even as the
project gets fully financed and even if it upgrades the
counterparties, based on the construction, structural, business,
and financial risks S&P could lower the rating if major
construction problems result in significantly higher costs or
a delay in the schedule, if key counterparties' credit quality
deteriorates, or if the credit profile at CQP, which currently
caps the SPL rating, deteriorates.

"We could also lower the rating if the project proceeds with
development of phase two or phase three and we view them as having
lower credit quality due to unexpected risks, weaker
counterparties, or a structure that leads to lower financial
performance.  After construction, we could raise the rating if
performance meets or exceeds our current expectations over the
debt's tenor and the reserve account is fully funded," S&P said.


SOJOURNER INVESTMENT: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Sojourner Investment Group, LLC
                1804 East Southern Avenue #5
                Tempe, AZ 85282

Case Number: 13-00867

Involuntary Chapter 11 Petition Date: January 22, 2013

Court: District of Arizona (Phoenix)

Sojourner Investment Group, LLC's petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Don Davis                loan                   $14,000
4647 N 32nd Street
Phoenix, AZ 85018
    
Shannah Guenthner        loan                   $5,000
7701 E Osborn Rd #105W
Scottsdale, AZ 85251

Timthy Sierakowski       loan                   $2,000
1801 E Hatcher Rd
Phoenix, AZ 85020


SPE REALTY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: SPE Realty, LLC
        800 Old Bridge Road
        Brielle, NJ 08730

Bankruptcy Case No.: 13-11215

Chapter 11 Petition Date: January 22, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Andrew J. Kelly, Esq.
                  KELLY & BRENNAN, P.C.
                  1011 Highway 71, Suite 200
                  Spring Lake, NJ 07762-2030
                  Tel: (732) 449-0525
                  Fax: (732) 449-0592
                  E-mail: akelly@kbtlaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by William Rodman, member.


STABLEWOOD SPRINGS: Hires Langley & Banack as Counsel
------------------------------------------------------
Stablewood Springs Resort, LP, and affiliate Stablewood Springs
Resort Operations, LLC sought and obtained approval to employ
Langley & Banack, Inc., as counsel in connection with various
matters, including the commencement and prosecution of their
Chapter 11 cases.

Compensation will be payable to L&B on an hourly basis, plus
reimbursement of actual, necessary expenses.  The primary
attorneys and paralegals who will represent the Debtors are:

                                     Hourly
     Professional                     Rate
     ------------                     ----
David S. Gragg, Shareholder          $415
Steve R. Brook, Shareholder          $415
Steve E. Walraven                    $415
Natalie F. Wilson, Associate         $225
Allen M. DeBard, Associate           $225
Catherine Johnston, Paralegal        $100

The firm received a total of $60,000 in retainers pre-bankruptcy.

The professionals of L&B do not have any interest adverse to the
Debtors, its creditors or any other party-in-interest.

                 About Stablewood Springs Resort

Stablewood Springs Resort, LP, owner of a high-end resort
destination encompassing 140 acres of a 543-acre private ranch in
the Texas hill country near Hunt, filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-53887) in San Antonio on
Dec. 17, 2012.

The Debtor disclosed assets of $11.15 million and liabilities of
$22.8 million as of Nov. 30, 2012.  Liabilities include $10.4
million in secured debt and $9.3 million of disputed secured debt.


STAFFORD RHODES: Plan Confirmation Hearing on Feb. 11
-----------------------------------------------------
Judge John T. Laney, III, of the Bankruptcy Court for the Northern
District of Georgia has approved the Disclosure Statement in
support of a Plan of Reorganization filed by Stafford Rhodes, LLC.

The confirmation hearing is scheduled for Feb. 11, 2013, at
10:00 a.m.

The Plan provides for an equity infusion by one or more of the
Debtors' Members.  If the Plan is confirmed by the Court, the
contributing Members will contribute at least $1.5 million in new
capital to the Reorganized Debtor in order to facilitate the
Effective Date Payment and otherwise satisfy the Debtors'
obligations under the Plan.

The Plan provides for the substantive consolidation (merger) of
the Debtors into the Reorganized Debtor, with all assets of the
Debtors vesting in the Reorganized Debtor on the Effective Date.
Following the Effective Date, the Reorganized Debtor will continue
to operate the Debtors' assets as going concerns.  The Reorganized
Debtor will be responsible for making distributions under and in
accordance with the provisions of the Plan.  The Reorganized
Debtor will have standing and the authority to resolve any
Disputed Claims, and continue and pursue any litigation, including
the Causes of Action, following confirmation of the Plan.
Subsequent to the Effective Date, the Reorganized Debtor shall
have the right and authority to settle or compromise such actions,
subject to Court approval.

The Reorganized Debtor will use the Effective Date Fund to make
any Cash payments that are contemplated under Sections 5 and 6 of
the Plan.  The Reorganized Debtor will use any remaining portions
of the Effective Date Fund, which are not utilized to make the
Cash payments required under the Plan, to maximize the Reorganized
Debtor's business operations.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/STAFFORD_RHODES_ds.pdf

                     About Stafford Rhodes

Stafford Rhodes, LLC, owns 27.41 acres of land located in
Bluffton, Beaufort County, South Carolina.  The land is improved
by a 95,233 square foot retail shopping center that has 16
tenants, including Best Buy Stores, Petco, and Dollar Tree.
Affiliate Beaufort Crossing, LLC, owns 10 acres of land, improved
by an unanchored 19,600 square foot shopping center, the Crossings
of Beaufort, in Beaufort County.  Stafford Vista, LLC, owns 5.69
acres of land located in Decatur, DeKalb County, Georgia, which is
improved by a 45,450 square foot shopping center identified as the
Vista Grove Plaza.  Stafford Wesley, LLC, has 2.34 acres of land
in Decatur, improved by a 30,683 square foot shopping center
identified as the Wesley Chappel Retail Shopping Center.

Stafford Rhodes and its three affiliates sought Chapter 11
protection (Bankr. M.D. Ga. Lead Case No. 12-70859) on June 29,
2012.  Judge John T. Laney, III, presides over the Debtors' cases.
Attorneys at Arnall Golden Gregory LLP, in Atlanta, represent the
Debtors as counsel.  In its petition, Stafford Rhodes estimated
assets and debts of between $10 million and $50 million.  The
petitions were signed by Frank J. Jones, Jr., VP, Treasurer and
CFO of Debtor's sole member.


STAMP FARMS: Has OK to Access WF Cash Collateral Until March 8
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
this month entered a final order authorizing Stamp Farms, L.L.C.,
et al., on a final basis, to use cash collateral of Wells Fargo
Bank, National Association, through March 8, 2013, not to exceed
$1,803,229 in the aggregate.

As adequate protection, Wells Fargo is granted a security interest
in and lien on all present and future property of the Estates,
with the exception of the avoidance and other causes of action
arising under or preserved pursuant to Chapter 5 of the Code and
the related proceeds.  Wells Fargo is also granted a superpriority
claim under 11 U.S.C. Section 507(b), subject only the Carve-Out
for United States Trustee Fees and Professional Fees.

Nothing contained in this Final Order will affect the priority of
any valid, non-avoidable and duly perfected pre-petition prior
lien or security interest in any of the Pre-Petition Collateral in
favor of any secured creditor, including, without limitation, Key
Equipment Finance, Inc., and First Farmers Bank & Trust, to the
extent such creditors hold valid, non-avoidable and duly perfected
prior liens and security interests in any of the Pre-Petition
Collateral.

             Key Equipment Finance's Limited Objection

Key Equipment Finance filed a limited objection to the Second
Interim Cash Collateral Order dated Dec. 12, 2012.  Key, which
holds a secured claim relating to certain purchase money financing
Key extended before the commencement of the cases, cited:

   1. As of the Petition Date, Debtor Stamp Farms owed Key
$1,777,000 on account of the Key Secured Claim.

   2. Key perfected its liens on the Key Collateral seventeen
months and four months, respectively, before Wells Fargo perfected
the Wells Fargo Prepetition Liens on Debtor Stamp Farms' assets.

   3. The Second Interim Order should clearly provide that the
Wells Fargo Liens will at all times be subject to the higher-
priority Key Liens on the Key Collateral.

   4. The reference in Paragraph 18 of the Second Interim Order to
"the senior liens granted to Wells Fargo," should expressly
provide that such senior liens are subject at all times to the
prior Key Liens on the Key Collateral.

                         About Stamp Farms

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Debtor Stamp Farms sells its grain to Northstar Grain, L.L.C.,
solely owned by Mike Stamp, which conducts a grain elevator
business on land it owns and leases and upon which buildings,
grain storage bins, grain loading and related equipment and rail
spurs are located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtor has hired the
law firm of Varnum LLP as counsel.


STAMP FARMS: U.S. Trustee Seeks Appointment of Chapter 11 Trustee
-----------------------------------------------------------------
Daniel M. McDermott, the United States Trustee for Region 9,
pursuant to his administrative responsibilities, ask the
Bankruptcy Court for entry of an order directing the appointment
of a Chapter 11 Trustee in the cases of Stamp Farms, L.L.C., and
three affiliates.

Michelle M. Wilson, Esq., representing the U.S. Trustee, submits
that the appointment of a Chapter 11 trustee would be in the best
interests of the estates.  Michael Stamp remains the sole member
of Stamp Farms, Stamp Farms Trucking and Stamp Farms Custom AG,
and Melissa Stamp remains the sole member of Royal Star Farms.  On
the eve of the filing of these petitions, the Stamps purportedly
conveyed their voting authority to O'Keefe.  It appears that
Michael Stamp engaged in significant fraud, selfdealing and
mismanagement.

Ms. Wilson notes that O'Keefe & Associates has not sought court
approval for its employment as the Debtors' Chief Restructuring
Officer.  The United States Trustee anticipates filing an
objection to any employment application based on the fact that
O'Keefe may be a potential fraudulent conveyance defendant, is not
disinterested because it is acting as both the Chief Restructuring
Officer and manager of the Debtors, and may have a conflict due to
its status operating Northstar Grain.

Ms. Wilson contends that the Debtors lack any real or effective
management structure.  O'Keefe essentially has carte blanche (at
least for the next five months) to operate the businesses without
any corporate oversight by an active board or active managing
member.  This vacuum of corporate leadership coupled with the need
to aggressively investigate the Debtors' prepetition actions
mandates the appointment of a trustee.  Appointment of an
independent trustee is necessary to gain control over Debtors'
farming operations and garner the confidence of all creditors
moving forward, investigate prepetition transfers and transactions
for possible avoidance actions, assess the past and ongoing
treatment of non-debtor related entities and make determinations
on the progress and ultimate goals for these Chapter 11 cases.

Ms. Wilson states that the appointment of a Chapter 11 Trustee
would replace O'Keefe and the Stamps with an independent,
disinterested fiduciary.

                         About Stamp Farms

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Debtor Stamp Farms sells its grain to Northstar Grain, L.L.C.,
solely owned by Mike Stamp, which conducts a grain elevator
business on land it owns and leases and upon which buildings,
grain storage bins, grain loading and related equipment and rail
spurs are located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mike Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtor hired the
law firm of Varnum LLP as counsel.  O'Keefe & Associates is acting
as the Debtors' Chief Restructuring Officer.


STAMP FARMS: Hiring Varnum LLP as Bankruptcy Counsel
----------------------------------------------------
Stamp Farms, L.L.C., and certain of its affiliates filed papers in
Bankruptcy Court seeking authority to employ Varnum LLP as counsel
retroactive to the Petition Date.

Varnum will render general legal services to the Debtors as needed
throughout the course of their chapter 11 cases, including, but
not limited to:

     a) filing and monitoring the Debtors' chapter 11 cases and
        advising the Debtors on legal matters as the cases
        develop;

     b) advising the Debtors of their obligations and duties in
        bankruptcy;

     c) executing the Debtors' decisions by filing with the Court
        motions, objections, and other relevant documents;

     d) appearing before the Court on all matters in the cases
        relevant to the interests of the Debtors;

     e) assisting the Debtors in the administration of the chapter
        11 cases;

     f) taking such other actions as are necessary to protect the
        rights of the Debtors' estates; and

     g) advising, consulting with and representing the Debtors on
        reorganization matters, including without limitation the
        possible formulation, negotiation, preparation, filing and
        confirmation of one or more plans of reorganization.

Varnum will charge the Debtors for legal services on an hourly
basis in accordance with Varnum's ordinary and customary hourly
rates, plus reimbursement of actual and necessary out-of-pocket
expenses.  The current hourly rates charged by Varnum for
professionals and paraprofessionals are as follows:

     Billing Category              Range
     Partners                    $175-$465
     Counsel                     $125-$350
     Associates                  $205-$270
     Paralegals                  $115-$220

To the best of the Debtor's knowledge, Varnum LLP does not
represent an interest adverse to the Debtor or the estate
with respect to the matter on which the Debtor seeks to retain
the firm.

                         About Stamp Farms

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Debtor Stamp Farms sells its grain to Northstar Grain, L.L.C.,
solely owned by Mike Stamp, which conducts a grain elevator
business on land it owns and leases and upon which buildings,
grain storage bins, grain loading and related equipment and rail
spurs are located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtor hired the
law firm of Varnum LLP as counsel.  O'Keefe & Associates is acting
as the Debtors' Chief Restructuring Officer.


STANFORD INTERNATIONAL: Investors Side With SEC Against SIPC
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that victims of the R. Allen Stanford Ponzi scheme filed
papers at the end of last week with the U.S. Court of Appeals in
Washington taking sides with the Securities and Exchange
Commission and hoping the appeals court will overturn a district
judge who ruled that the Securities Investor Protection Corp.
isn't required to pay investors' claims.

The papers were filed by an official committee representing
investors appointed in the Stanford receivership in federal
district court in Dallas. The examiner appointed in the
receivership also joined in the filing.

The report recounts that the SEC filed a 58-page brief on Jan. 11
arguing that the district court was wrong in July by ruling that
Stanford investors aren't entitled to payments from the SIPC fund
which would cover up to $500,000 per claim.

According to the report, the papers by the investors' committee go
beyond the SEC brief and contend that at least some Stanford
investors come within the definition of "customers" and thus are
entitled to payment from the SIPC fund.  They also believe the
district judge used the wrong standard and customers should be
entitled to establish "probable cause" for receiving payments from
SIPC.

The SEC sued SIPC in December 2011 in U.S. District Court in
Washington, contending that the district court should force SIPC
into taking over the liquidation of Stanford's brokerage firm,
Stanford Group Co.  The district court decided that investors in
the $7 billion fraud must be content with being paid from whatever
recoveries are realized in the Texas receivership.  SIPC
successfully argued in district court that the swindled investors
were customers of an offshore bank, not customers of Stanford's
brokerage where they would receive payments from the fund.

The appeal is Securities and Exchange Commission v. Securities
Investor Protection Corp., 12-5286, U.S. Court of Appeals for the
District of Columbia Circuit (Washington).  The case in district
court was Securities and Exchange Commission v. Securities
Investor Protection Corp., 11-mc-00678, U.S. District Court,
District of Columbia (Washington).

                 About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

Mr. Stanford was sentenced to a 110-year prison sentence.
Stanford's chief financial officer on Jan. 22, 2013, James M.
David was given a five-year prison sentence, three years of
supervised release, and a $1 billion money judgment. He pleaded
guilty.


STAR BUFFET: Consummates Plan, Stock at $2.78 a Share
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Star Buffet Inc. and subsidiary Summit Family
Restaurants Inc. implemented the reorganization plan and exited
Chapter 11 on Jan. 17 under a plan approved by the bankruptcy
judge in Phoenix with a Dec. 17 confirmation order.

According to the report, the plan is designed to pay all claims in
full over periods ranging from four to seven years.  Payments in
the near term were made possible from a $300,000 secured loan from
the company's chief executive who owns 45% of the stock.

The Star stock closed Jan. 22 at $2.78, up three cents a share in
over-the-counter trading.

                         About Star Buffet

Star Buffet, Inc. is a multi-concept restaurant operator.  As of
January 22, 2013, Star Buffet, Inc. through its subsidiaries,
operated seven 4B's restaurants, five JB's restaurants, three K-
BOB'S Steakhouses, three Barnhill's Buffet restaurants, two
Western Sizzlin restaurants, two JJ North's Country Buffet
restaurants, two Pecos Diamond Steakhouses, one Casa Bonita
Mexican theme restaurant, one BuddyFreddys restaurant and one Bar-
H Steakhouse.

Based in Arizona, Star Buffet, Inc. filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 11-27518) on Sept. 28, 2011.
Judge George B. Nielsen Jr. presides over the case.  S. Cary
Forrester, Esq., at Forrester & Worth, PLLC, represents the
Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.

Summit Family Restaurants Inc. filed a voluntary petition for
reorganization under Chapter 11 on Sept. 29, 2011.  The cases are
being jointly administered.  None of the Company's other
subsidiaries were included in the bankruptcy filing.


STILLWATER ASSET: SDNY Court Accepts Involuntary Bankruptcy
-----------------------------------------------------------
FOLEY & LARDNER LLP., New York, New York, By: Douglas E.
Spelfogel, Esq. Richard Bernard, Esq., Mark J. Wolfson, Esq.,
Katherine R. Catanese, Esq., Attorneys for Petitioning Creditors.

Stillwater Asset Backed Offshore Fund Ltd. is officially in
bankruptcy after Bankruptcy Judge Allan L. Grooper accepted the
involuntary petition filed Oct. 3, 2012, by:

     * Eden Rock Finance Master Limited, f/k/a Fortis Prime Fund
       Solutions Custodial Services (Ire) Ltd re KBC as G1 (ERFF);

     * Eden Rock Unleveraged Finance Master Limited f/k/a Fortis
       Prime Fund Solutions Custodial Services (Ire) Ltd re KBC
       as G1;

     * ARP Structural Alpha Fund, f/k/a Fortis (Isle of Man)
       Nominees Limited a/c 80 000 323; and

     * ARP Private Finance Fund, f/k/a Fortis (Isle of Man)
       Nominees Limited a/c 80 000 357.

On Nov. 7, 2012, the Petitioning Creditors filed an emergency
motion, pursuant to Sec. 303(g) of the Bankruptcy Code, seeking
the immediate appointment of a trustee to manage the Alleged
Debtor pending the entry of an order for relief.  A hearing was
conducted on Oct. 12, 2012.  The motion was denied on the ground,
among others, that the Alleged Debtor had not had any ongoing
business or operations for several years, and there was no showing
of the need for extraordinary relief.  An order was entered on
Oct. 30, 2012, denying the motion for the appointment of a trustee
but confirming that no action out of the ordinary course would be
taken by current management without notice to the Petitioners.

The Alleged Debtor thereafter contested the involuntary petition,
seeking an order, pursuant to 11 U.S.C. Sections 105(a), 303, and
305, (i) dismissing the petition, (ii) imposing sanctions against
the Petitioning Creditors, and (iii) scheduling a damages hearing
and directing the Petitioning Creditors to post a bond pending
such hearing.  The Petitioning Creditors oppose.

An evidentiary hearing on the matter was conducted on Dec. 18,
2012.  Two other creditors, who go by the name Cannonball and
Cannonball II, claim to be similarly situated, and purport to be
funds holding in excess of $8.2 million of redemption claims, have
filed a joinder to the opposition to the dismissal motion and
state that they support the involuntary petition.

Stillwater was organized under the laws of the Cayman Islands as
an offshore "exempted" investment company.  It was originally
formed to invest in securities and financial instruments, with a
primary focus on loan participations consisting of the following:
loans secured by residential and commercial properties; loans to
law firms working on a contingency fee basis, secured by an
interest in the potential recovery; insurance premium financial
loans; and miscellaneous loans, including corporate loans.

All of Stillwater's investments were in the form of participation
interests in assets held by another fund, Stillwater Asset Backed
Fund LP (the "Onshore Fund"), a Delaware limited partnership also
managed by Stillwater Capital Partners, Inc. (the "Asset
Manager").  The Asset Manager made all management decisions for
both Stillwater and the Onshore Fund; its principals are Jack
Doueck and Richard Rudy.  Stillwater's participation interests in
the investments made by the Onshore Fund were documented in a
series of substantially identical Master Loan Participation
Agreements between Stillwater and the Onshore Fund.  All of the
investments were illiquid and most required active management
and/or additional capital to maintain value.

The Eden Rock Petitioners invested more than $24 million with the
Alleged Debtor and the Absolute Petitioners invested more that $9
million.  In connection with their investments, the Petitioning
Creditors received copies of a Confidential Private Placement
Memorandum, amended as of May 2005, and Stillwater's Memorandum
and Articles of Association, amended and restated by Special
Resolution dated 10 June 2005.

Like many other funds, particularly those that invested in real
estate, Stillwater was hard hit by the financial collapse in 2008.
Starting in June 2008, the Petitioning Creditors, along with many
other investors, redeemed all of their investments in Stillwater.
The Petitioning Creditors' redemptions aggregated $35,934,811.74,
divided among them as follows: $23,009,320 to ERFML; $3,603,080 to
ERUFML; $5,433,318.26 to ARPSAL; and $3,899,093.48 to ARPPFF.

Stillwater does not dispute that after redemption, the Petitioning
Creditors became creditors of the Alleged Debtor in the amount of
the redemptions and that, absent payment by Stillwater, either in
cash or in kind, the Petitioning Creditors would be creditors of
Stillwater with standing to commence an involuntary bankruptcy
case.

Stillwater was unable to pay cash to the Petitioning Creditors or
many other investors who redeemed their shares in the aftermath of
the financial crisis.  On Dec. 18, 2009, Stillwater issued to each
of the Petitioning Creditors documents, each entitled Assignment
and Participation Certificate and Share Transfer Forms on account
of the Redemptions.  It is Stillwater's position that this
constituted a distribution in kind -- DIK -- to the Petitioning
Creditors of their proportionate interest in the participations
that Stillwater, in turn, owned in the Onshore Fund's investments.

It is uncontested that the Certificates and the Share Transfer
Forms were the only documents issued by Stillwater in connection
with the DIK.  It is uncontested that the Onshore Fund never
executed or issued any documents in connection with the DIK, and
the record does not disclose that the Onshore Fund has ever
recognized any rights that any of the Petitioning Creditors may
have had under the Master Loan Participation Agreements.

Notwithstanding the alleged "distribution in kind" to the
Petitioning Creditors, about a month later, on Jan. 20, 2010,
Stillwater entered into an "asset purchase agreement" with another
fund named Gerova Financial Group Ltd., a Bermuda corporation.
Stillwater sold all of its assets to or merged into Gerova but its
creditors received no cash or other property in return (except
that a substantial fee was paid to the Asset Manager). The purpose
of this transaction, according to the Alleged Debtor, was to
provide liquidity to Stillwater's investors in the form of
restricted Gerova stock that would convert, over a six-month
period, to unrestricted common shares of Gerova tradable on a
public exchange.

Subsequent to the Gerova Transaction, each of the Petitioning
Creditors was offered an interest in Gerova in exchange for the
assets that they had purportedly been issued in the DIK; although
it appears that many or most of the other redeeming investors
accepted this proposal, the offer was never accepted by the
Petitioning Creditors. It is the Alleged Debtor's position that
Stillwater did not sell Gerova the participation interests that
had been distributed to the redeeming creditors, or at least to
the redeeming creditors like Petitioners who refused to accept the
Gerova novation; however, there is no evidence that Gerova has
ever recognized the purported interest of the minority.

According to Mr. Rudy, one of the principals of the Asset Manager,
the Gerova Transaction left the creditors who did not accept the
novation with an illiquid participation interest in investments
once owned by the Stillwater Onshore Fund but now owned by Gerova,
but he also explained at length that he, as the Asset Manager of
Stillwater, has never -- despite years of effort -- been able to
obtain substantial information from Gerova's principals about the
status of the transferred investments.  It is not disputed that
the Gerova Transaction left Stillwater without any assets
whatsoever, and approximately one year after the Gerova
Transaction, Stillwater's independent directors resigned.

The Gerova Transaction was such a fiasco in producing for
Stillwater investors either cash or a liquid security that,
eventually, the Asset Manager (on behalf of itself and related
entities) and Gerova executed a Letter of Intent dated as of April
20, 2011 to unwind it (the "Unwind").  However, the transactions
related to the Unwind have never taken place, and the possibility
of a closing has been complicated by the fact that Gerova is
currently subject to a winding up proceeding in Bermuda and is
ostensibly controlled by a joint provisional liquidator appointed
by the Bermuda Court.  On Oct. 22, 2012, the Bankruptcy Court
granted the JPL's Petition seeking recognition of the Bermuda
proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

On March 8, 2011, prior to the execution of the Letter of Intent
for the Unwind, the Eden Rock Petitioners filed a lawsuit in New
York state court against several defendants, including Gerova and
Stillwater.  On May 3, 2011, the defendants filed a motion to
dismiss the State Court Lawsuit that was denied in part and
granted in part by decision of that Court dated Dec. 22, 2011.
Separately, on March 22 and April 21, 2011, class actions charging
securities fraud were filed in the United States District Court
for the Southern District of New York against, among others,
Stillwater, the Investment Manager and Gerova.  A third federal
class action brought by investors in Gerova with no connection to
Stillwater has been consolidated with the Stillwater Class
Actions.  The parties to the securities litigation and some of
Stillwater's and Gerova's creditors agreed to mediate, and a
mediation before JAMS was commenced on Sept. 20, 2011 and has been
ongoing.

A mediation session was scheduled for Oct. 4, 2012 and, prior to
that date, a proposal was distributed by the mediator to the
parties.  On that date, the Petitioning Creditors filed the
chapter 11 involuntary petition against Stillwater but the Eden
Rock Petitioners nevertheless participated.  As of the hearing on
the Involuntary Petition, the mediation was ongoing and the
parties had not come to agreement.

A copy of the Court's Jan. 17 Memorandum of Decision is available
at http://is.gd/lQu8Djfrom Leagle.com.

                      About Stillwater Asset

Investment funds allegedly owed roughly $35.8 million, filed an
involuntary Chapter 11 petition against Brooklyn-based
Stillwater Asset Backed Offshore Fund Ltd. (Bankr. S.D.N.Y. Case
No. 12-14140) on Oct. 3, 2012.  Bankruptcy Judge Allan L. Gropper
oversees the case.  The petitioning creditors are represented by
Douglas E. Spelfogel, Esq., Richard Bernard, Esq., Mark Wolfson,
Esq., and Katherine R. Catanese, Esq., at Foley & Lardner LLP

An affiliated entity, Gerova Financial Group, Ltd., a Bermuda-
based financial-services company, is the subject of Chapter 15
bankruptcy proceedings (Bankr. S.D.N.Y. Case No. 12-13641)
commenced on Aug. 24, 2012.

Liquidators of Gerova -- Michael Morrison and Charles Thresh, both
of KPMG Advisory Limited, and John McKenna of Finance and Risk
Service Ltd, Bermuda -- filed the Chapter 15 petition, estimating
up to $100 million in assets and as much as $500 million in
liabilities.  A Chapter 15 petition was also filed for Gerova
Holdings Ltd. (Case No. 12-13642), which is estimated to have
under $100,000 in assets and liabilities.

Hamilton-based Gerova Financial, formerly known as Asia Special
Situations Acquisition Corp., was primarily involved, from 2010
on, in the business of investing in and managing certain types of
illiquid financial assets.  Gerova planned to then use such assets
as regulatory capital for insurance companies, though this
strategy was not fully implemented.

After lengthy proceedings and over the objections of Gerova's
then-current management, on July 20, 2012, the Bermuda Court
entered an order appointing Morrison, et al., as joint provisional
liquidators of GFG.  Morrison, et al., were also appointed
provisional liquidators of GHL on Aug. 20.

Judge Gropper also oversees the Gerova Chapter 15 case.  Peter A.
Ivanick, Esq., and lawyers at Hogan Lovells US LLP represent the
Liquidators as counsel.

Stillwater Asset Backed Offshore Fund, Ltd., is represented by:

          Arthur G. Jakoby, Esq.
          Paul A. Rubin, Esq.
          Frederick E. Schmidt, Jr., Esq.
          Justin B. Singer, Esq.
          HERRICK, FEINSTEIN LLP
          2 Park Avenue
          New York, NY 10016
          Tel: (212) 592-1438
          Fax: (212) 545-3340
          E-mail: ajakoby@herrick.com
                  prubin@herrick.com
                  eschmidt@herrick.com
                  jsinger@herrick.com


SYNIVERSE HOLDINGS: Moody's Rates New $625-Mil. Term Loan 'B1'
--------------------------------------------------------------
Moody's Investors Service has assigned a B1 (LGD3-39%) rating to
Syniverse Holdings Inc.'s new $625 million senior secured delayed
draw term loan due April 2019. The proceeds from the new term
loan, along with cash on hand, will be used to finance the
company's EUR550 million (US$ 715 million) acquisition of The MACH
Group. Also, due to the increase in secured debt in the capital
structure, Moody's has changed the LGD assessment on the company's
$475 million senior unsecured notes due 2019 to Caa1 (LGD6-91%)
from Caa1 (LGD5-87%). As part of the rating action, Moody's has
also affirmed Syniverse's B2 Corporate Family Rating (CFR) and B2-
PD Probability of Default Rating (PDR). The outlook remains
stable.

Issuer: Syniverse Holdings, Inc.

  Assignments:

    US$625M Senior Secured Bank Credit Facility, Assigned B1 -
    LGD3, 39%

  LGD Assessment Updates:

    US$950M Senior Secured Bank Credit Facility, changed to LGD3,
    39% from LGD3, 34%

    US$150M Senior Secured Bank Credit Facility, changed to LGD3,
    39% from LGD3, 34%

    US$475M 9.125% Senior Unsecured Regular Bond/Debenture,
    changed to LGD6, 91% from LGD5, 87%

Ratings Rationale

The B2 corporate family rating reflects Syniverse's high financial
leverage, aggressive M&A strategy and the risk that the company's
EBITDA growth could be derailed by technology changes or
competitive forces. The rating also incorporates the execution
risks related the integration of MACH's operations following the
deal's close. Balancing these risk factors are Syniverse's strong
operating performance and cash flows, which have allowed the
company to modestly de-lever following its LBO in January of 2011.

Syniverse's acquisition of MACH is favorable from a strategic
perspective as it will provide a more diverse customer base,
greater scale and a stronger competitive position. MACH's strong
presence in Europe and growth potential in Africa, India and Asia
will complement Syniverse's expansion strategy. Moody's views the
reduction in customer concentration that will result from this
acquisition as a material improvement in Syniverse's credit
profile. However, Moody's anticipates a temporary weakening of
Syniverse's credit metrics from the mostly debt-financed
transaction, with leverage increasing to 5.8x (Moody's adjusted)
at the end of 2013 pro-forma for the pending acquisition. Moody's
expects the company's financial metrics to recover over time, with
leverage falling back below 5x in fiscal year 2015.

Although Moody's expects the company to grow following the
acquisition of MACH such that its financial profile recovers to
current levels, its strong quantitative metrics are offset by
three key risks: (1) that rapid technological change could lead to
a decline in transaction volumes and revenues, (2) the pressure to
lower transaction rates for customers upon contract renewal and
(3) the risk of future debt-funded acquisitions or a large payout
to its equity sponsors.

Moody's expects Syniverse to have very good liquidity over the
next twelve months. The company had approximately $168 million in
cash or equivalents at 9/30/12. Moody's expects the company to
generate over $100 million in free cash flow and maintain full
availability of its $150 million revolving credit facility over
the next twelve months. However, the revolver is subject to a net
secured leverage test that may restrict availability if the
company's EBITDA were to deteriorate. Moody's projects that this
covenant will have only 10% to 20% cushion immediately following
the deal close, with an improvement in the first half of 2014.

The stable rating outlook reflects Moody's expectations that the
company will continue to generate strong revenue growth and free
cash flow.

Moody's could upgrade Syniverse's ratings if leverage (Moody's
adjusted) improves following the close of the MACH acquisition
towards 4.5x and free cash flow-to-debt approaches 10%, both on a
sustainable basis.

The ratings could face downward pressure if the company no longer
generates revenue growth, or free cash flow-to-debt falls below
5%. Should leverage remain near 6x for an extended period, and/or
liquidity be strained in any way, Moody's would consider a
downward rating action.

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

Headquartered in Tampa, Florida, Syniverse Holdings, Inc. is a
leading provider of interoperability and network services for
wireless telecommunication carriers. Having once been an operating
unit of GTE/Verizon, Syniverse has been a leader for many years in
providing third-party, inter-carrier services to the telecom
market with a historic concentration in the US serving CDMA
carriers. In recent years, the company has expanded its product
offering to encompass GSM capability and geographic presence
through both acquisitions and new product development adapting
both to a changing technology and customer landscape. The company
had revenues of $752 million for the last twelve month ended
September 30, 2012.


SYNIVERSE HOLDINGS: S&P Rates $625MM Senior Secured Loan 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to the proposed $625 million senior
secured delayed-draw term loan due 2019 to be issued by Syniverse
Magellan Finance LLC, a subsidiary of Tampa-based Syniverse
Holdings Inc.  The '2' recovery rating indicates expectations for
substantial (70% to 90%) recovery in the event of payment default.

The delayed-draw term loan will be assumed by parent Syniverse
Holdings and funded after it completes its proposed acquisition of
Luxembourg-based MACH, which it expects to close in the second
quarter of 2013.  S&P expects the company to then use proceeds,
along with about $104 million of cash and a $39 million deposit,
to fund the $225 million purchase price for MACH, refinance about
$487 million of MACH debt, and pay around $56 million of related
fees and expenses.

At the same time, S&P affirmed all other ratings, including its
'B+' corporate credit rating on parent Syniverse Holdings Inc.
The outlook is stable.

"Although Syniverse's adjusted debt to EBITDA will increase to
about 5.1x, pro forma for the MACH acquisition, from 4.6x as of
Sept. 30, 2012, S&P's ratings already incorporated the potential
for heightened leverage as a result of the transaction," said
Standard & Poor's credit analyst Allyn Arden.  Moreover, S&P
believes that Syniverse has good prospects to improve key credit
measures over the next few years from EBITDA growth and free
operating cash flow (FOCF), a portion of which it will use to
repay debt, as per the credit agreement.  The company's financial
risk profile therefore remains "aggressive" in S&P's assessment.

The rating outlook is stable.  Although S&P expects leverage to
rise to about 5x because of the MACH acquisition, it believes that
Syniverse's healthy operating trends and FOCF generation should
enable it to improve key credit measures over the next year.

Nevertheless, S&P could lower the rating if Syniverse were to
experience a substantial deterioration in revenue and EBITDA
because of the loss of a large customer or a substantial
deterioration in volumes, which results in leverage rising above
6x.  Additionally, a debt-financed dividend to shareholders or
another acquisition that leads to higher leverage could result in
a downgrade.  The ownership by a private-equity sponsor and S&P's
view that financial policies will be aggressive limit the
possibility of an upgrade.


TC GLOBAL: Patrick Dempsey Group Formally Approved to Buy Tully's
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a group including "Grey's Anatomy" star Patrick
Dempsey received formal authorization on Jan. 18 to buy the
47 stores belonging to Tully's Coffee Shops for $9.15 million.

The report relates that the price includes $6.95 million cash and
the assumption of liabilities.  The price more than doubled at
auction.  The opening bid was $4.3 million.  The increased price
means that unsecured creditors will be paid in full with interest,
according to a court filing.

                          About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.

TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 12-20253-KAO) on Oct. 10, 2012.

The Debtor is represented by attorneys at Bush Strout & Kornfeld
LLP, in Seattle.

The Debtor disclosed assets of $4.9 million and debt totaling
$3.7 million, including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's will close nine stores following
bankruptcy.

Bloomberg report discloses that Tully's sold the wholesale and
distribution business in 2009, generating $40 million that allowed
a $5.9 million distribution to shareholders.


TENET HEALTHCARE: Moody's Rates $850MM Senior Secured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 3, 39%) rating to
Tenet Healthcare Corporation's offering of $850 million of senior
secured notes due 2018. Moody's existing ratings of the company,
including the B2 Corporate Family Rating and B2-PD Probability of
Default Rating, remain unchanged. The rating outlook remains
positive.

Moody's understands that the proceeds of the offerings will be
used to fund the tender for the 10.0% senior secured notes due
2018 resulting in an improved maturity profile and interest cost
savings. Any proceeds remaining after funding the tender for the
$714 million of outstanding 10% senior secured notes will be used
for general corporate purposes. Moody's will withdraw the ratings
on the 10% senior secured notes upon the successful completion of
the tender offer.

Following is a summary of Moody's rating actions.

Ratings assigned:

  $850 million senior secured notes due 2021, B1 (LGD 3, 39%)

Ratings unchanged:

  6.25% senior secured notes due 2018, B1 (LGD 3, 39%)

  10.0% senior secured notes due 2018, B1 (LGD 3, 39%) (to be
  withdrawn following the completion of the announced tender
  offer)

  8.875% senior secured notes due 2019, B1 (LGD 3, 39%)

  4.75% senior secured notes due 2020, B1 (LGD 3, 39%)

  7.375% senior notes due 2013, Caa1 (LGD 5, 87%)

  9.875% senior notes due 2014, Caa1 (LGD 5, 87%)

  9.25% senior notes due 2015, Caa1 (LGD 5, 87%)

  6.75% senior notes due 2020, Caa1 (LGD 5, 87%)

  8.0% senior notes due 2020, Caa1 (LGD 5, 87%)

  6.875% senior notes due 2031, Caa1 (LGD 5, 87%)

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

  Speculative Grade Liquidity Rating, SGL-2

Ratings Rationale

Tenet's B2 Corporate Family Rating is constrained by Moody's
expectation of modest free cash flow and continued high geographic
concentration. Furthermore, industry challenges like high bad debt
expense, weak volume trends and changes in mix as commercial
volumes decline, will likely challenge organic growth. However,
the rating also incorporates Moody's expectation that the company
will continue to see improvements in operating performance, driven
by cost savings initiatives and benefits from capital investment.

The positive outlook reflects Moody's expectation that EBITDA
growth will continue and result in gradually improving free cash
flow and reduced leverage.

Moody's could upgrade the rating if the company is able to
effectively manage growth of the business such that leverage
remains at or below 4.5 times while earnings growth continues to
result in improving credit metrics.

Moody's could downgrade the rating if a decline in operating
performance results in an expectation that debt to EBITDA will
rise above 5.5 times or if free cash flow, prior to discretionary
reinvestment in the business, is expected to be negative.
Furthermore, a significant debt financed acquisition or share
repurchase could result in a downgrade of the ratings.

Tenet, headquartered in Dallas, Texas, is one of the largest for-
profit hospital operators by revenues. At September 30, 2012 the
company's subsidiaries operated 49 hospitals as well as 112 free-
standing and provider-based outpatient centers. The company also
offers other services, including revenue cycle management, health
care information management and patient communications services.
Tenet generated revenue of approximately $9.9 billion for the
twelve months ended September 30, 2012 before consideration of the
provision for doubtful accounts.

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


TENET HEALTHCARE: S&P Rates $850MM Senior Secured Notes 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned Dallas-based Tenet
Healthcare Corp.'s proposed $850 million senior secured notes due
2021 its 'B+' issue-level rating (one notch above the 'B'
corporate credit rating on the company).  S&P also assigned the
notes a recovery rating of '2', indicating its expectation for
substantial (70% to 90%) recovery for lenders in the event of a
payment default.  The company plans to use the proceeds to
refinance existing debt.

The corporate credit rating on Tenet is 'B' and the outlook is
stable.  The rating reflects S&P's view of the company's "weak"
business risk profile, reflecting significant reimbursement risk
and a hospital portfolio with some concentration risk in key
markets that S&P views as competitive.  S&P views Tenet's
financial risk profile as "aggressive," reflecting leverage near
5x as well as the company's ongoing inability to generate free
cash flow.  S&P expects difficult industry challenges in 2013 to
contribute to a low-single-digit organic growth rate and a small
reduction in Tenet's margins.

RATINGS LIST

Ratings Unchanged

Tenet Healthcare Corp.
Corporate Credit Rating        B/Stable/--

New Rating

Tenet Healthcare Corp.
Senior Secured
  $850M notes due 2021             B+
   Recovery Rating                 2


TIGER MEDIA: Receives NYSE MKT Listing Compliance Notice
--------------------------------------------------------
Tiger Media, Inc., formerly known as SearchMedia Holdings Limited,
on Jan. 23 disclosed receipt of a notice from NYSE MKT LLC, dated
January 22, 2013 that it had resolved the continued listing
deficiencies with respect to Sections 1003(a)(i-iv) of the NYSE
MKT Company Guide since it has reported preliminary shareholders'
equity above $6,000,000 as of December 31, 2012, and that the
Company had demonstrated that it has remedied its financial
impairment.  The Exchange's determination of compliance was based
on the presumption that the Company's audited financial results to
be included in the Company's Form 20-F for the year ended
December 31, 2012 will be consistent with the Company's
preliminary financial results issued in its press release on
January 16, 2013.

                        About Tiger Media

Tiger Media -- http://www.tigermedia.com-- is a multi-platform
media company based in Shanghai, China.  Tiger Media operates a
network of high-impact LCD media screens located in the central
business district areas in Shanghai.  Tiger Media's core LCD media
platforms are complemented by other digital media formats that it
is developing including transit advertising and traditional
billboards, which together enable it to provide multi-platform,
"cross-over" services for its local, national and international
advertising clients.


TNP STRATEGIC: Misses $1.3MM Payment; In Forbearance Talk with DOF
------------------------------------------------------------------
TNP Strategic Retail Trust, Inc., is actively negotiating a
forbearance agreement with DOF IV REIT Holdings, LLC, in order to
avoid a foreclosure on the Company's Lahaina Gateway property.

The Company received a letter of default on Jan. 14, 2013, from
DOF in connection with a loan agreement dated as of Nov. 9, 2012,
by and between TNP SRT Lahaina Gateway, LLC, and DOF for
$29,000,000.  The Default Letter states that two Events of Default
exist under the Loan Agreement as a result of the failure of TNP
SRT Lahaina to (i) pay a deposit into the Rollover Account, and
(ii) pay two mandatory principal payments.

TNP Strategic and Anthony W. Thompson, an individual, guaranteed
the obligations of TNP SRT Lahaina, an indirect subsidiary of TNP
Strategic Retail Operating Partnership, LP, the Company's
operating partnership, under the Loan Agreement.

DOF is requesting payment of the missed deposit into the Rollover
Account, the two mandatory principal payments, and late payment
charges and default interest in the aggregate amount of $1,280,515
by 5:00 p.m. Friday, Jan. 18, 2013.  The Obligations are now fully
recourse to the Company and Thompson up to $2,000,000.  DOF can,
in its discretion, accelerate the entire amount of the Lahaina
Loan.

                        About TNP Strategic

TNP Strategic Retail Trust, Inc., was formed on Sept. 18, 2008, as
a Maryland corporation.  The Company believes it qualifies as a
real estate investment trust under the Internal Revenue Code of
1986, as amended, and has elected REIT status beginning with the
taxable year ended Dec. 31, 2009, the year in which the Company
began material operations.  The Company was initially capitalized
by the sale of 22,222 shares of common stock for $200,000 to
Thompson National Properties, LLC, on Oct. 16, 2008.

TNP Strategic's balance sheet at Sept. 30, 2012, showed $272.33
million in total assets, $197.98 million in total liabilities and
$74.34 million in total equity.

The Company reported a net loss of $11.63 million for the nine
months ended Sept. 30, 2012, compared with a net loss of $4.39
million for the same period a year ago.


TRIUS THERAPEUTICS: Offering 6.3MM Common Shares at $4.75 Apiece
----------------------------------------------------------------
Trius Therapeutics, Inc., has an underwritten public offering of
6,300,000 shares of its common stock at a price to the public of
$4.75 per share.  The gross proceeds to Trius from this offering
are expected to be approximately $29,925,000, before deducting
underwriting discounts and commissions and other estimated
offering expenses payable by Trius.  The offering is expected to
close on or about Jan. 24, 2013, subject to customary closing
conditions.

Citigroup and Leerink Swann are acting as joint book-running
managers and Baird is acting as a co-lead manager in the offering.
Trius has granted the underwriters a 30-day option to purchase up
to an aggregate of 945,000 additional shares of common stock.
Trius anticipates using the net proceeds from the offering for
general corporate purposes, including clinical trial, preclinical
and other research and development expenses, capital expenditures,
working capital and general and administrative expenses.

The securities are being offered by Trius pursuant to two shelf
registration statements previously filed with and declared
effective by the Securities and Exchange Commission on Sept. 15,
2011, and Sept. 11, 2012.  Preliminary prospectus supplements
related to the offering will be filed with the SEC and will be
available on the SEC's Web site at http://www.sec.gov. Copies of
the preliminary prospectus supplements and accompanying
prospectuses relating to these securities may also be obtained,
when available, from Citigroup, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, via
telephone at 1-800-831-9146 or email at batprospectusdept@citi.com
or from Leerink Swann LLC, Attention: Syndicate Department, One
Federal Street, 37th Floor, Boston, MA 02110, via telephone at 1-
800-808-7525 or email at Syndicate@Leerink.com.

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said it has incurred losses since its inception and it anticipates
that it will continue to incur losses for the foreseeable future.
As of Dec. 31, 2011, the Company had an accumulated deficit of
$95.4 million.  The Company has funded, and plan to continue to
fund, its operations from the sale of securities, through research
funding and from collaboration and license payments, including
payments under the Bayer collaboration.  However, the Company has
generated no revenues from product sales to date.

The Company's balance sheet at Sept. 30, 2012, showed
$80.25 million in total assets, $18.90 million in total
liabilities and $61.34 million in total stockholders' equity.


UNITED DEVELOPMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: United Development Co., L.P. - 97.0
        2531 Broad Avenue
        Memphis, TN 38112

Bankruptcy Case No.: 13-20723

Chapter 11 Petition Date: January 22, 2013

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtor's Counsel: James E. Bailey, III, Esq.
                  BUTLER SNOW O'MARA STEVENS & CANNADA PLC
                  6075 Poplar Avenue, Suite 500
                  Memphis, TN 38119
                  Tel: (901) 680-7200
                  Fax: (901) 680-7201
                  E-mail: jeb.bailey@butlersnow.com

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

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

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

The petition was signed by David N. Shafer, Sr. vice president of
WNC & Assoc., Inc. the general partner of WNC Housing LP, Debtor's
sole general partner.

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                           Case No.
     ------                           --------
United Development Co., L.P. - 97.1   13-20725
United Development Co., L.P. - 97.2   13-20726
United Development Co., L.P. - 98.0   13-20727


VELO HOLDINGS: Files Supplement In Support of Amended Plan
----------------------------------------------------------
Velo Holdings Inc. has filed a Plan Supllement in accordance with
its Modified First Amended Joint Plan of Reorganization.

A full-text copy of the supplement is available for free at:

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

As reported by the Troubled Company Reporter on Jan. 22, 2013,
Maria Chutchian of BankruptcyLaw360 reported that the Company
sought a 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 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.


WALTER INVESTMENT: Moody's Affirms 'B2' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service affirmed Walter Investment Management's
B2 Senior Secured Bank Credit Facility ratings and B2 Corporate
Family Rating ("CFR"). The outlook is stable.

Ratings Rationale

On January 22, 2013, Walter announced their intention to increase
the size of their senior secured bank credit facility to $1,525
million from the previously planned $1,175 million to finance the
entire Bank of America (BAC) mortgage servicer right (MSR)
acquisition. With the increased credit facility size, the
company's debt-to-equity ratio will increase to approximately 2.2
from 1.8.

The affirmations reflect the company's already high financial
leverage (e.g. debt-to-equity, debt-to-EBITDA) and low level of
tangible equity relative to its B rated mortgage servicing peers
in addition to its reliance on secured funding which limits the
company's financial flexibility as well as the company's rapid
growth which poses operational integration risks.

The B2 ratings also reflect the company's growing position in the
U.S. residential mortgage third-party servicing market, its
consistent financial results and its good track record of
acquiring and integrating residential mortgage servicers.

Previously, on January 15, 2013, Moody's Investors Service
downgraded Walter's Senior Secured Bank Credit Facility rating and
CFR to B2 from B1. The downgrades were a result of the increased
financial and operational risks that the company is taking on as a
result the BAC MSR acquisition.

The stable outlook at the current rating level reflects Moody's
expectation that Walter will be able to successfully integrate its
extraordinarily rapid growth while maintaining its solid servicing
performance along with reaping the financial benefits of its much
larger servicing portfolio.

The ratings could be upgraded if the company demonstrates
sustainable improvement in its financial performance such as
achieving a corporate debt (includes senior as well as
subordinated, secured as well as unsecured, and convertible debt)
to equity ratio of less than 1.5, company reported actual adjusted
EBITDA (as defined in the company's loan agreement) to outstanding
corporate debt of less than 2.75, and quarterly GAAP income of
more than $25 million; all while maintaining its solid servicing
performance and solid franchise value.

The ratings could be downgraded if the company's financial
performance materially deteriorates such as if the company's
corporate debt-to-equity ratio increases above 2.5, company
reported actual adjusted EBITDA-to-corporate debt ratio increases
above 3.5, quarterly GAAP income of less than $15 million or
servicing performance deteriorates particularly if as a result the
company's franchise value weakens.

Walter Investment, based in Tampa, Florida, is an asset manager,
mortgage portfolio owner and mortgage servicer specializing in
less-than-prime, non-conforming and other credit challenged
mortgage assets.

The principal methodology used in this rating was Finance Company
Global Rating Methodology in March 2012.


WASHINGTON MUTUAL: JPMorgan Wants FDIC Coverage in Bondholder Suit
------------------------------------------------------------------
Daniel Wilson of BankruptcyLaw360 reported that the Federal
Deposit Insurance Corp. must indemnify JPMorgan Chase & Co. for
allegations brought against it by several insurers, bondholders
for now-defunct Washington Mutual NA who claim JPMorgan engineered
WaMu's downfall to purchase it cheaply, the bank told a Washington
federal court Monday.

According to JPMorgan's cross-claim, the FDIC, as receiver for the
failed bank, is solely responsible for dealing with the insurers'
claims that it had unlawfully allowed JPMorgan to snap up WaMu's
most valuable assets at a massive discount while avoiding
obligations to bondholders, the report related.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11 case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WESTINGHOUSE SOLAR: Cuts Workforce to Further Reduce Costs
----------------------------------------------------------
The board of directors of Westinghouse Solar, Inc., approved
actions to further reduce the Company's operating costs for the
period through the anticipated merger closing with CBD Energy
Limited.  As a result of the decision, on Jan. 15, 2012, the
Company implemented a 12 person employee headcount reduction.  No
restructuring charges or severance payments were incurred.

CBD and the Company are working toward completion of the Form F-4
Registration Statement and Proxy, planned to be filed in the
coming weeks with the Securities and Exchange Commission.  The
companies currently anticipate merger closing early in the second
quarter of this year.  CBD has applied for listing on the NASDAQ
Stock Exchange, to be effective upon consummation of the merger.
CBD intends to delist from the ASX upon merger closing, subject to
shareholder approval.

The Company is actively working with CBD to produce Westinghouse
Solar modules at a CBD facility in Australia.  The processes to
obtain necessary product certifications for both U.S. and
Australian distribution are currently underway and are expected to
be completed during the first quarter of this year.  Once the
certifications are received, the Company anticipates shipping
product from the new production line to customers by early in the
second quarter of this year.

On Dec. 28, 2012, the Company filed a complaint against Lennar
Homes, LLC, in the United States District Court for the Southern
District of Florida stating claims for breach of contract under a
supply agreement with the Company.  As previously disclosed,
Lennar had agreed to purchase solar power systems from the Company
for residential housing Lennar was developing and constructing.
Under the agreement, Lennar had a 600 home order commitment by
March 1, 2012, with stated penalty amounts payable for any
shortfall below that minimum.  Through Dec. 28, 2012, Lennar had
only ordered and paid for solar power systems for 234 new homes.

                         About Westinghouse

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

As reported in the TCR on April 16, 2012, Burr Pilger Mayer, Inc.,
in San Francisco, California, expressed substantial doubt about
Westinghouse Solar's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered significant operating losses and has negative
cash flow from operations.

The Company's balance sheet at Sept. 30, 2012, showed
$4.4 million in total assets, $5.6 million in total liabilities,
and a stockholders' deficit of $1.2 million.


WEX INC: Moody's Gives 'Ba3' CFR; Rates $350MM Notes 'Ba3'
----------------------------------------------------------
Moody's Investors Service has assigned a Ba3 Corporate Family
Rating ("CFR") to WEX Inc. and a Ba3 rating to the company's $350
million senior unsecured notes. The rating outlook is stable.

Ratings Rationale

WEX's Ba3 CFR reflects the company's leading market position in
its core fleet payment solutions business, and the business'
attractive and fairly stable operating margins which have driven
strong consolidated profitability for the company. The CFR also
reflects WEX's strong and stable asset quality metrics related to
its charge card receivables, which comprise ~ 70% of the company's
tangible asset base. Balancing these positive factors are a number
of credit challenges, including the fact that a significant
portion of WEX's consolidated revenues are subject to commodity
price fluctuations (gas and diesel fuel); and the company's
dependence on its regulated bank subsidiary, WEX Bank, for the
vast majority of its earnings and cash flow (in the form of
service fees and dividends). Moreover, the company's capital
adequacy is weak due to its negative tangible equity position; the
company's lack of a formal parent-level liquidity policy is a
further credit challenge.

In addition to the senior unsecured notes, on January 18, 2013,
the company issued a new $1.1 billion senior secured credit
facility (of which $800 million revolving credit facility and $300
million term loan), which replaced its previous facility of $900
million ($700 million revolving credit facility and $200 million
term loan). Moody's is not rating the credit facility.

The senior secured credit facility contains a restriction on the
maximum amount of the senior unsecured notes, capping the amount
of the notes issuance at a maximum of $450 million. The senior
secured credit facility also provides that the amount of the
revolving credit facility will be reduced dollar for dollar for
notes offering amount greater than $300 million.

Collateral for the company's senior secured credit facility
consists solely of 65% of the stock of a single international
subsidiary with net tangible assets of ~ $40 million. Given the
foreign stock pledge nature of the collateral, and its modest
value, Moody's considers the senior unsecured notes and the senior
secured credit facility as a single class of debt, and as such
Moody's does not differentiate between the Corporate Family Rating
and the rating on the senior unsecured notes.

Based in South Portland, Maine, WEX is a provider of business to
business physical, digital and virtual card payment solutions. The
company reported total assets of $3,062 million as of September
30, 2012.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.



WL HOMES: Homeowners Want Stay Lifted to Sue Insurers
-----------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a group of San Diego
homeowners asked a Delaware bankruptcy judge to lift the automatic
stay surrounding WL Homes LLC so they could join a construction
defect suit in California state court seeking damages from the
bankrupt builder's insurers.

One of the nation's largest homebuilders when it sought the
Delaware court's protection in 2009, WL Homes was liquidated in
Chapter 7, and homeowners and other parties since have attempted
to pursue claims against its insurers in other venues in the hopes
of recovering lost funds, the report related.

                        About WL Homes

Irvine, California-based WL Homes LLC -- dba John Laing Homes,
John Laing Homes Luxury, Laing Urban, Laing Luxury Homes, and John
Laing Urban -- is one of metro Denver's largest homebuilders.  It
builds under the John Laing brand primarily in Colorado,
California, Arizona, and Texas.

John Laing began as a builder in the United Kingdom and came to
the U.S. market in 1984.  The company was sold to Dubai-based
Emaar Properties in 2006 for $1.05 billion.  Emaar invested
$613 million in the company, but eventually stopped funding.  John
Laing had a work force of 1,100 in 2006, but cut employees to
about 90 by the first week of February 2009.  John Laing has 105
real estate developments across the country.  It also builds
luxury and custom homes.

WL Homes and five of its affiliates filed for Chapter 11
protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09-
10571).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their
restructuring efforts.  Ashby & Geddes represents the Official
Committee of Unsecured Creditors.  In its bankruptcy petition, WL
Homes estimated assets of more than $1 billion, and debts between
$500 million and $1 billion.

As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
official committee of unsecured creditors.


ZACKY FARMS: Zacky Family Offer Includes $26MM Credit Bid
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Zacky Farms LLC held an auction last week where a
trust for the Zacky family emerged as the high bidder with an
offer the company values at $31.6 million.

According to the report, the winning bid included a so-called
credit bid of $26 million from the loan financing the Chapter 11
case.  The family trust intends to retain all current employees,
eliminating $5.6 million in potential claims, according to the
company.

The report relates that Pitman Family Farms made the second-
highest bid at $22 million.  After the auction, Pitman told the
company it would raise the offer.  The sale-approval hearing begun
Jan. 18 will continue on Jan. 28.

                        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.


* Fitch Says Low Interest Rate Challenges Remain for SHFAs
----------------------------------------------------------
As low interest rates suppress investment income and low mortgage
rates prevent new bond issuance, state housing finance agencies
(SHFAs) continue to find other ways to minimize losses or remain
profitable in 2012, according to a new Fitch Ratings report.

SHFAs were able to increase net interest spread, decrease
variable-rate debt exposure, and continue to reduce debt-to-equity
ratios despite a slowly recovering housing market.

The percentage of variable-rate debt outstanding decreased to
23.2% in 2012 from 27.4% in 2011, the second straight year of
declines. Approximately 79% of SHFAs are hedged with interest rate
swap contracts, a significant increase from 60% in 2011.

The median net interest spread of SHFAs increased to 24.8% in 2012
from 22.9% in 2011, marking the third consecutive year of
increases, which are likely due to significant declines in
interest expenses from low interest rates and economic refundings.

The median adjusted debt-to-equity ratio declined 4.1 times (x) in
2012 from 5.2x in 2011, which is significantly lower than the 10-
year average median of 5.6x, and the lowest debt-to-equity ratio
in the last decade.

For more information, a special report titled 'State Housing
Finance Agencies Statistical Information' is available on the
Fitch Ratings web site.


* Moody's Says Weak EU Economy to Weigh on Canadian Companies
-------------------------------------------------------------
Canadian non-financial corporates' credit quality will remain
stable in 2013, Moody's Investors Service says in a new report,
"Canadian Corporates 2013 Outlook: Stable Credit Quality as Growth
Crawls Ahead." Key risks for Canadian companies in the year ahead
include slowing growth in China, recessionary conditions in Europe
and elevated domestic household debt.

"Our continuing stable outlook for Canadian non-financial
corporate credit quality is underpinned by our expectation for
real GDP of between 2% and 3% in 2013," says Vice President --
Senior Credit Officer Darren Kirk. Canada has fared better than
other developed economies since the credit crisis, he says,
supported by its strong banking system, buoyant housing market and
competitive manufacturing sector, as well as increased consumer
spending.

But weak economic conditions in Europe, slowing growth in key
emerging markets such as China and the sluggish US economy, along
with the persistent strength of the Canadian dollar, will weigh on
the performance of non-financial corporates in the coming year.
Merchandise exports account for about a quarter of the country's
GDP and Canadian export growth has been slowing since 2011. This
has occurred as international demand for the country's ample
natural resources slows along with the global economy, and as US
takes in about 75% of its neighbor's exports.

Elevated domestic household debt in Canada is a further pressure
point. Revised numbers show a debt to income ratio that is higher
than previously estimated and high relative to other advanced
economies. "Although we expect household debt to grow more slowly
through 2013, aided by tougher mortgage conditions," Kirk says,
"the pressure from lower consumer spending could intensify if new
housing activity or house prices decline significantly from their
current robust levels."

Overall, limited free cash flow will hinder improvement in
Canadian non-financial corporates' key financial metrics in 2013,
with the median EBITDA growth rate coming in under 5%, Kirk says.
Nevertheless, for the most part company balance sheets are strong
enough to deal with external shocks.


* Moody's Says US Not-for-Profit Hospital Outlook Negative
----------------------------------------------------------
The outlook for the US not-for-profit hospitals in 2013 continues
to be negative, says Moody's Investors Service. Although revenue
growth will remain positive, Moody's expects the rate of this
growth to diminish.

Negative pressures on growth include Federal cuts to medical
spending and limited reimbursement increases from insurers. In
addition, tepid economic growth and elevated unemployment will
dampen demand for healthcare, says Moody's in the report "US Not-
for-Profit Healthcare Outlook Remains Negative for 2013."

"Our sector outlook has been negative since 2008, reflecting the
lasting impact of the recession on patient volumes, significant
challenges facing the industry resulting from changes in how
hospitals are paid, and heightened pressure from businesses and
all levels of government to lower the cost of healthcare
services," says Daniel Steingart, a Moody's Assistant Vice
President -- Analyst and lead author of the report.

The hospital industry is already facing more than $300 billion in
reductions to Medicare payments through 2019 as part of healthcare
reform, says Moody's. Furthermore, additional cuts to Medicare's
payments to hospitals will likely be part of any legislation
intended to reduce the long-term Federal deficit.

Some positive developments have softened the impact of the
negative trends in healthcare. Most important has been that
hospital performance has remained mostly favorable.

"Operating margins and leverage metrics have not deteriorated in
recent years, despite negative headwinds, because management teams
have successfully managed expenses in light of weak patient
volumes and less robust revenue growth," says Moody's Steingart.

Other positive trends include the strategic decisions hospital
boards and management teams have taken to engage in mergers,
affiliations, and other forms of collaboration with various market
participants. These have often improved operating performance over
time.

The negative outlook expresses Moody's expectation for the
fundamental credit conditions in the industry over the next 12 to
18 months. It is not a prediction of the expected balance of
rating changes during this timeframe.


* Slow Growth in US Cos. Calls for Balance in Cash Use, Fitch Says
------------------------------------------------------------------
U.S. corporations and companies are grappling with how best to
deploy excess cash, balancing the need to maximize shareholder
value while also increasing capital spending, according to a new
Fitch Ratings report.

Fitch's analysis is based on a compilation of public comments on
cash deployment and possible shareholder-friendly activities among
15 companies in the energy, chemical and mining/basic material
industries. The report provides each of the companies' statements.

While corporate managements share the overarching goal of
maximizing shareholder value, the tactical question of how to use
cash flow to best achieve that goal continues to lack a fixed
answer. For most management teams, this has meant striking a
balance between reinvestment in the business and return of capital
to shareholders.

Slower global growth and reduced speculative demand have resulted
in a pullback for a number of commodity prices, including oil,
most base metals, steel and steel raw materials, and select
agricultural products. A scenario of softer demand and moderation
in prices for key commodities would underscore the need to choose
among competing uses of cash, potentially reducing investments in
growth, payouts, or other initiatives, or changes in balance sheet
leverage. Fitch notes that while a number of regular dividends
were cut in the last downturn, commitments to regular dividends
tend to be relatively inconsistent.

The full report 'Cash Deployment in a Slower Growth Environment'
is available at 'www.fitchratings.com'.


* U.S. RMBS Delinquencies Slow Descent to Continue, Fitch Says
--------------------------------------------------------------
Delinquencies for U.S. RMBS have and will continue their slow
decline this year, according to Fitch Ratings in its new mortgage
market index.

Fitch's 60+ day delinquency index improved to 28.6% by the end of
fourth-quarter 2012 (4Q'12), a slow decline compared to 30.6% at
end-4Q'11. Driving the improved delinquency rate is positive
trends for both Alt A and subprime RMBS, along with post-2005
prime deals.

'Perhaps the most notable factor driving improved delinquency
performance has been positive selection among remaining borrowers,
along with loan modifications and positive home price trends,'
said Grant Bailey, Managing Director at Fitch.

Home prices increased roughly 5% nationally and over 7% in
California from the start of 2012 to the beginning of 4Q'12.
Helping the price increase was low mortgage rates and a lower
percentage of distressed property liquidations. That said, Fitch
still sees risk in certain regions. 'The Northeast in particular
has not yet seen the significant declines seen in the rest of the
country and as such is vulnerable to further home price declines,'
said Bailey.

Fitch's index is published quarterly and highlights performance
trends in legacy and new issue RMBS, house price conditions and
mortgage market developments. Fitch's index measures the
percentage of loans that are seriously delinquent among U.S.
private label, securitized mortgage loans.

'The Mortgage Market Index -U.S.A.' is the latest in a series of
quarterly structured finance index reports that Fitch is rolling
out globally. It is available at www.fitchratings.com or by
clicking on the above link.


* Foreclosures Continue to Decline, LPS' Mortgage Report Shows
--------------------------------------------------------------
Lender Processing Services, Inc. reports the following "first
look" at December 2012 month-end mortgage performance statistics
derived from its loan-level database representing approximately 70
percent of the overall market.

* Total U.S. loan delinquency rate (loans 30 or more days past
due, but not in foreclosure): 7.17%

* Month-over-month change in delinquency rate: 0.74%

* Year-over-year change in delinquency rate: -9.11%

* Total U.S. foreclosure pre-sale inventory rate: 3.44%

* Month-over-month change in foreclosure pre-sale inventory rate:
-1.99%

* Year-over-year change in foreclosure pre-sale inventory rate:
-18.05%

* Number of properties that are 30 or more days past due, but not
in foreclosure: (A) 3,576,000

* Number of properties that are 90 or more days delinquent, but
not in foreclosure: 1,545,000

* Number of properties in foreclosure pre-sale inventory:
(B) 1,716,000

* Number of properties that are 30 or more days delinquent or in
foreclosure:  (A+B) 5,292,000

* States with highest percentage of non-current* loans:
FL, MS, NJ, NV, NY

* States with the lowest percentage of non-current* loans:
MT, WY, AK, SD, ND

*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.

Notes: (1) Totals are extrapolated based on LPS Applied Analytics'
loan-level database of mortgage assets. (2) All whole numbers are
rounded to the nearest thousand.

The company will provide a more in-depth review of this data in
its monthly Mortgage Monitor report, which includes an analysis of
data supplemented by in-depth charts and graphs that reflect trend
and point-in-time observations.  The Mortgage Monitor report will
be available on LPS' Web site,
http://www.lpsvcs.com/LPSCorporateInformation/CommunicationCenter/
DataReports/Pages/Mortgage-Monitor.aspx by Jan. 31, 2013.


                About Lender Processing Services

LPS -- http://www.lpsvcs.com-- is a provider of integrated
technology, data and analytics to the mortgage and real estate
industries,


* Hurricane Sandy Hurts Lower Manhattan Commercial Property Values
------------------------------------------------------------------
As 2013 begins and many large office buildings in New York's
Financial District struggle to come back online, city real estate
executives express pessimism about the health, and even future, of
the Lower Manhattan commercial real estate market.

That's according to a recent survey of more than 100 New York
commercial property owners, brokers, managers, attorneys and other
real estate executives by accounting firm Marks Paneth & Shron.

The majority of real estate executives (56%) say Hurricane Sandy
has hurt commercial real estate property values in Lower
Manhattan.  In fact, one in five (20%) say commercial property
values in Lower Manhattan have been "permanently lowered" because
of damage from Hurricane Sandy and the aftermath, and another 36%
concur that commercial property values will be lower at least in
2013 because of the storm.  Only a quarter say there will be "no
impact on commercial property values," according to the survey,
MP&S's Gotham Commercial Real Estate Monitor.

Further, nearly half of the real estate executives (47%) say
property owners in Lower Manhattan "will be forced to lower rates
and offer incentives to retain existing tenants" because of Sandy
and its damage.  And an additional 19% say "many existing tenants
will relocate as leases expire."  Only 22% say Sandy will have no
impact on commercial leasing in lower Manhattan.

"There's a strong view that Lower Manhattan's commercial real
estate market is almost as damaged as some of the buildings there.
Whether this presents an opportunity or significant liability for
tenants and investors depends on your vantage point and time
horizon.  It's clearly not great news for owners right now," said
William H. Jennings, Partner-in-Charge of the Real Estate Practice
at Marks Paneth & Shron.

Notably, only 11% of real estate executives say the Financial
District/World Trade Center/Battery Park City area is the next
"hot" office area (as the Flatiron/Midtown South district is
today).  In contrast, nearly a quarter (24%) say the Garment
Center/West 30s is the next hot district.  Interestingly, 12% say
Downtown Brooklyn is the next hot place.

When asked which major development project will have the most
positive long-term impact on commercial property values in their
respective neighborhoods, only 8% named the Freedom Tower (at the
World Trade Center site), compared with 44% who named the Hudson
Yards, 25% who named Long Island Railroad access to Grand Central
Terminal and 24% who named the Second Avenue Subway.

                            Methodology

The Gotham Commercial Real Estate Monitor from Marks Paneth &
Shron represents the findings of a survey of over 100 top
commercial real estate professionals in the New York City market.
They included owners and managers of commercial property and
commercial real estate brokers, agents, attorneys and accountants
specializing in the sector.  The research employed a dual-mode
methodology of self-administered questionnaires completed either
online or on paper by respondents.  Interviews were completed
between November 16, 2012, and January 4, 2013.

To receive a copy of the Winter 2013 Marks Paneth & Shron Gotham
Real Estate Monitor and/or to speak with one of MP&S's real estate
leaders who fielded the survey, please contact Katarina Wenk-
Bodenmiller of Sommerfield Communications, Inc. at
Katarina@sommerfield.com or 212-255-8386.

                 About Marks Paneth & Shron LLP

Marks Paneth & Shron LLP -- http://www.markspaneth.com-- is an
accounting firm with nearly 475 people, of whom approximately 60
are partners and principals.  The firm provides businesses with a
full range of auditing, accounting, tax, consulting, bankruptcy
and restructuring services as well as litigation and corporate
financial advisory services to domestic and international clients.
The firm also specializes in providing tax advisory and consulting
for high-net-worth individuals and their families, as well as a
wide range of services for international, real estate, media,
entertainment, nonprofit, professional and financial services, and
energy clients.  The firm's subsidiary, Tailored Technologies,
LLC, provides information technology consulting services.  Marks
Paneth & Shron LLP, whose origins date back to 1907, is the 32nd
largest accounting firm in the nation and the 16th largest in the
New York area.  Its headquarters are in Manhattan.  Additional
offices are in Westchester, Long Island and the Cayman Islands.


* Fitch Expects Decline in Personal Bankruptcy Filings in 2013
--------------------------------------------------------------
U.S. consumers are likely to continue being prudent paying down
their debts, with personal bankruptcy filings likely to drop again
in 2013, according to Fitch Ratings in a new report.

Personal bankruptcies fell by over 14% last year, exceeding
Fitch's forecast of 11%.  This marked the second annual decline
since the Bankruptcy Abuse Prevention and Consumer Protection Act
was passed in 2005.  Fitch is projecting bankruptcies to fall
another 6-7% in 2013.

This comes as the amount of consumer credit continues to rise.
Total consumer credit reached nearly $3 trillion in November 2012,
up 6% over 2011.  Of that number, nearly $2 trillion came from
non-revolving credit sources such as auto and student loans.

"Though consumers are taking out a record number of car and
student loans, they continue to do a commendable job of paying
that debt off," said Managing Director Michael Dean.  "Momentum in
both the housing and equity markets should also help drive
personal bankruptcies lower."

This continues to bode well for ABS collateral performance, which
has been stellar for both credit card and auto ABS.  That said,
credit card delinquencies and chargeoffs will begin inching up
toward historical norms in the coming months.  The same historical
leveling off will also hold true for auto loans.  Nonetheless,
Fitch expects asset performance to remain strong.  Fitch's rating
outlook for core consumer ABS sectors will remain stable to
positive.


* Supreme Court Won't Review Medicare Reimbursement Denials
-----------------------------------------------------------
Jeff Overley of BankruptcyLaw360 reported that the U.S. Supreme
Court on Monday declined to hear the petition of a medical device
manufacturer's bankruptcy trustee who challenged Medicare's
payment decisions because the health care program covered
electrical stimulation treatment for some arthritis patients while
declining reimbursement for others facing identical symptoms.

The outcome leaves intact a Fourth Circuit ruling based in part on
the finding that the Centers for Medicare & Medicaid Services has
broad discretion to use a case-by-case adjudication process
instead of a broader rulemaking process, the report related.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In re Christopher Andrews
   Bankr. C.D. Calif. Case No. 13-10426
      Chapter 11 Petition filed January 16, 2013

In re Melva Sharaf
   Bankr. N.D. Calif. Case No. 13-50260
      Chapter 11 Petition filed January 16, 2013

In re Tracy Hannigan
   Bankr. S.D. Calif. Case No. 13-00396
      Chapter 11 Petition filed January 16, 2013

In re Myrna, Hedy & Greer, LLC
   Bankr. D. Conn. Case No. 13-30084
     Chapter 11 Petition filed January 16, 2013
         See http://bankrupt.com/misc/ctb13-30084.pdf
         represented by: George C. Tzepos, Esq.
                         LAW OFFICES OF GEORGE C. TZEPOS
                         E-mail: zepseven@sbcglobal.net

In re Louis Lakis Ford, Inc., a Delaware corporation
   Bankr. C.D. Ill. Case No. 13-80079
     Chapter 11 Petition filed January 16, 2013
         See http://bankrupt.com/misc/ilcb13-80079.pdf
         represented by: Barry M. Barash, Esq.
                         BARASH & EVERETT, LLC
                         E-mail: barashb@barashlaw.com

In re Steve Lakis Dodge, Inc., a Delaware corporation
   Bankr. C.D. Ill. Case No. 13-80081
     Chapter 11 Petition filed January 16, 2013
         See http://bankrupt.com/misc/ilcb13-80081.pdf
         represented by: Barry M. Barash, Esq.
                         BARASH & EVERETT, LLC
                         E-mail: barashb@barashlaw.com

In re Efstration Vitogiannis
   Bankr. N.D. Ill. Case No. 13-01787
      Chapter 11 Petition filed January 16, 2013

In re Howard Concrete Construction, Inc.
   Bankr. W.D. Mo. Case No. 13-60063
     Chapter 11 Petition filed January 16, 2013
         See http://bankrupt.com/misc/mowb13-60063.pdf
         represented by: Raymond I. Plaster, Esq.
                         RAYMOND I. PLASTER, P.C.
                         E-mail: riplaster@rip-pc.com

In re Fernando Lopez
   Bankr. D. Nev. Case No. 13-10350
      Chapter 11 Petition filed January 16, 2013

In re Silver City Services LLC
   Bankr. D. N.J. Case No. 13-10818
     Chapter 11 Petition filed January 16, 2013
         See http://bankrupt.com/misc/njb13-10818.pdf
         represented by: Robert C. Nisenson, Esq.
                         ROBERT C. NISENSON, LLC
                         E-mail: rnisenson@aol.com

In re Choeftz Chaim Yeshiva and Housing Inc.
   Bankr. S.D.N.Y. Case No. 13-22053
     Chapter 11 Petition filed January 16, 2013
         See http://bankrupt.com/misc/nysb13-22053.pdf
         represented by: Robert S. Lewis, Esq.
                         ROBERT S. LEWIS, P.C.
                         E-mail: robert.lewlaw1@gmail.com

In re Howard Auman
   Bankr. M.D.N.C. Case No. 13-10057
      Chapter 11 Petition filed January 16, 2013

In re Angelo Bekas
   Bankr. E.D. Pa. Case No. 13-10406
      Chapter 11 Petition filed January 16, 2013

In re Nikolaos Papadopoulos
   Bankr. E.D. Pa. Case No. 13-10407
      Chapter 11 Petition filed January 16, 2013

In re Athanasios Papadopoulos
   Bankr. E.D. Pa. Case No. 13-10408
      Chapter 11 Petition filed January 16, 2013

In re San Mar Manufacturing Corp.
   Bankr. D.P.R. Case No. 13-00264
     Chapter 11 Petition filed January 16, 2013
         See http://bankrupt.com/misc/prb13-00264.pdf
         represented by: Wanda I. Luna Martinez, Esq.
                         LUNA LAW OFFICES
                         E-mail: quiebra@gmail.com

In re Beth Peterson
   Bankr. C.D. Calif. Case No. 13-11458
      Chapter 11 Petition filed January 17, 2013

In re JoAnn Quarles
   Bankr. C.D. Calif. Case No. 13-11455
      Chapter 11 Petition filed January 17, 2013

In re Paul Guidry
   Bankr. C.D. Calif. Case No. 13-11436
      Chapter 11 Petition filed January 17, 2013

In re Meredith Winborn
   Bankr. S.D. Calif. Case No. 13-00447
      Chapter 11 Petition filed January 17, 2013

In re Anna Sanders
   Bankr. S.D. Fla. Case No. 13-11065
      Chapter 11 Petition filed January 17, 2013

In re Dominica Heuer
   Bankr. E.D. Mo. Case No. 13-40365
      Chapter 11 Petition filed January 17, 2013

In re Easy Living Furniture, LLC
   Bankr. D. Nev. Case No. 13-10427
     Chapter 11 Petition filed January 17, 2013
         See http://bankrupt.com/misc/nvb13-10427.pdf
         Filed pro se

In re Marilyn Fox
   Bankr. C.D. Calif. Case No. 13-10501
      Chapter 11 Petition filed January 18, 2013

In re Laura Dawn Apartments, LLC
   Bankr. E.D. Calif. Case No. 13-90103
     Chapter 11 Petition filed January 18, 2013
         See http://bankrupt.com/misc/caeb13-90103.pdf
         Filed pro se

In re Valerie Martin
   Bankr. M.D. Fla. Case No. 13-00624
      Chapter 11 Petition filed January 18, 2013

In re Tina Harris
   Bankr. D. Kans. Case No. 13-20119
      Chapter 11 Petition filed January 18, 2013

In re John Williams
   Bankr. D. Nev. Case No. 13-10465
      Chapter 11 Petition filed January 18, 2013

In re Felix Rivera Lugo
   Bankr. D.P.R. Case No. 13-00346
      Chapter 11 Petition filed January 18, 2013

In re Mario Garcia Castillo dba Oficina Dr. Mario Garcia Castillo
   Bankr. D.P.R. Case No. 13-00326
      Chapter 11 Petition filed January 18, 2013

In re Pricebusters, LLC
        fdba Pricebusters, Inc.
   Bankr. E.D. Tenn. Case No. 13-10264
     Chapter 11 Petition filed January 18, 2013
         See http://bankrupt.com/misc/tneb13-10264p.pdf
         See http://bankrupt.com/misc/tneb13-10264c.pdf
         represented by: W. Thomas Bible, Esq.
                         E-mail: wtbibleecf@gmail.com

In re Arthur Cirillo
   Bankr. N.D. Tex. Case No. 13-30252
      Chapter 11 Petition filed January 18, 2013

In re Marbrew, Inc.
        dba Market Street Brewing Company & Restaurant
   Bankr. W.D.N.Y. Case No. 13-20116
     Chapter 11 Petition filed January 19, 2013
         See http://bankrupt.com/misc/nywb13-20116p.pdf
         See http://bankrupt.com/misc/nywb13-20116c.pdf
         Represented by:  Mark A. Weiermiller, Esq.
                         Cooper, Pautz & Weiermiller, LLP
                         E-mail: mweiermiller@cpwlaw.com


In re Gilreath Enterprises, LLC
   Bankr. W.D. Ark. Case No. 13-70205
     Chapter 11 Petition filed January 21, 2013
         See http://bankrupt.com/misc/arwb13-70205.pdf
         represented by: Robert L. Depper, Jr., Esq.
                         Depper Law Firm
                         E-mail: bdepper@suddenlinkmail.com

In re Mixed Elements LLC
   Bankr. D. Md. Case No. 13-11023
     Chapter 11 Petition filed January 21, 2013
         See http://bankrupt.com/misc/mdb13-11023.pdf
         represented by: John C. Gordon, Esq.
                         E-mail: johngordon@me.com

In re Sandra Barone
   Bankr. D. Md. Case No. 13-11024
      Chapter 11 Petition filed January 21, 2013

In re Youngs Road, LLC
   Bankr. D.N.J. Case No. 13-11109
     Chapter 11 Petition filed January 21, 2013
         See http://bankrupt.com/misc/njb13-11109.pdf
         represented by: Allen I. Gorski, Esq.
                         Teich Groh
                         E-mail: agorski@teichgroh.com

In re Timmy Shaw
   Bankr. E.D. Tenn. Case No. 13-10282
      Chapter 11 Petition filed January 21, 2013

In re Greg Littlefield
   Bankr. N.D. Tex. Case No. 13-40227
      Chapter 11 Petition filed January 21, 2013

In re OnSiteRX, Inc.
   Bankr. N.D. Tex. Case No. 13-30267
     Chapter 11 Petition filed January 21, 2013
         See http://bankrupt.com/misc/txnb13-30267.pdf
         represented by: Kevin S. Wiley, Jr., Esq.
                         Law Offices of Kevin S. Wiley Jr.
                         E-mail: kevinwiley@lkswjr.com

In re Pharmacy Solutions, LP
   Bankr. N.D. Tex. Case No. 13-30268
     Chapter 11 Petition filed January 21, 2013
         See http://bankrupt.com/misc/txnb13-30268.pdf
         represented by: Kevin S. Wiley, Jr., Esq.
                         Law Offices of Kevin S. Wiley Jr.
                         E-mail: kevinwiley@lkswjr.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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