TCR_Public/130125.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 25, 2013, Vol. 17, No. 24

                            Headlines

1555 WABASH: Court Confirms Plan of Liquidation
501 GRANT: Court Enters Order for Relief in Involuntary Case
A123 SYSTEMS: Wanxiang, Navitas Sale Expected to Close by Feb. 1
ABDIANA A: Combined Plan, Disclosure Statement Hearing on Jan. 28
ABDIANA A: Can Use Arvest Cash Through March 2013

ABSOLUTE LIFE: Incurs $4.7 Million Net Loss in Nov. 30 Quarter
AGRIPARTNERS LIMITED: Employs Philip Landau as Counsel
AGRIPARTNERS LIMITED: Taps Miller and Hollander as Local Counsel
ALLEN FAMILY: Clifford Zucker Designated as Liquidating Trustee
ALLIED IRISH: Mortgage Bank Raises EUR500MM From Bond Issue

AMERICAN AIRLINES: Wins Court Nod to Pay Off $1.32-Bil. in Loans
AMERICAN AIRLINES: Bankr. Judge Allows Pilot's Appeal to Proceed
AMERICAN AIRLINES: Gets OK on Purchase Deals with Boeing, et al.
AMERICAN AIRLINES: Inks Capacity Purchase Agreement with Republic
AMERICAN AIRLINES: Groom Law Discloses New Hourly Rates

AMERICAN MEDIA: Avenue Appointee Leaves Board
AMERICAN NATURAL: Shareholders Approve 2012 Stock Option Plan
AMPAL-AMERICAN: Epiq Approved as Administrative Agent
ANLOC LLC: Services by Unlicensed Persons Cost Claims
APPLIED DNA: Opted to Repurchase Warrants for $50,000

ARCAPITA BANK: Plan Filing Exclusivity Expires Jan. 28
ASARCO LLC: Sterlite Sued Over Fees from Failed $2.6-Bil. Deal
ATARI INC: Says Most Debt Owing to Bankrupt French Parent
ATP OIL: To Sell Deep-Water Wells at March 26 Auction
BLUEGREEN CORP: Shareholders to Vote on BFC Merger Agreement

BON-TON STORES: Unit to Redeem $65-Mil. Senior Notes on Feb. 22
BOOMERANG SYSTEMS: Stockholders Approve 2012 Stock Incentive Plan
BROWN PUBLISHING: Trust Suit Againt Failed Buyer Goes to Trial
CAMTECH PRECISION: Asks for Final Decree Closing Case
CASCADE BANCORP: COO Retires; Board Member Won't Seek Re-Election

CASTLEVIEW LLC: Court Dismisses Chapter 11 Case
CENTRAL EUROPEAN: Names Russian Alcohol Unit's R. Lee as New CFO
CEREPLAST INC: Inks Forbearance Agreement with Sr. Noteholders
CHARLIE N MCGLAMRY: Feb. 12 Plan Confirmation Hearing to Proceed
CHEF SOLUTIONS: Feb. 5 Hearing on Closing of Chapter 11 Case

CLUB AT SHENANDOAH: Wants Access to Cash Collateral Until Feb. 28
CLUB AT SHENANDOAH: Hiring SulmeyerKupetz as Counsel
COLLEGE OF NEW ROCHELLE: Moody's Cuts Rating on Bonds to 'Ba1'
COMMUNITY FINANCIAL: Has 19.6-Mil. Shares Resale Prospectus
CONDOR DEVELOPMENT: Relief of Stay Hearing Continued Until Feb. 8

CORD BLOOD: John M. Fife, St. George Have 9.9% Equity Stake
CSD LLC: Wayne Newton Wants to Float Plan for Bankrupt Developer
DEWEY & LEBOEUF: Taps Adler Law as Collection Attorneys
DEWEY & LEBOEUF: Taps Yoon & Kim as New York Collection Counsel
DEWEY & LEBOEUF: Kasowitz Defends $1.2-Mil. Fees Request

DIGITAL ANGEL: Disputes Allflex's Claim for Defective Chips
DISH NETWORK: Fitch Affirms 'BB-' Issuer Default Rating
DUNLAP OIL: Shareholders to Contribute $150,000 to Fund Plan
DRINKS AMERICAS: Incurs $9 Million Net Loss in Oct. 31 Quarter
EASTBRIDGE INVESTMENT: Change of State of Incorporation Okayed

EASTMAN KODAK: Updated Projections Posted with SEC
EASTMAN KODAK: Nixon Peabody Advising on U.S. Labor Matters
EASTMAN KODAK: Commences Offer to Subscribe Exchange Notes
EDISON MISSION: Schedules and Statements Due Feb. 14
EFD LTD: To Seek Case Dismissal at Feb. 4 Hearing

ENERGY FUTURE: Expects $2.2 Billion Net Loss in 2012
EPICEPT CORP: Sabby Healthcare Discloses 9.9% Equity Stake
FIRST PLACE: Keefe Bruyette Approved as Investment Banker
FREESEAS INC: Issues 1.7 Million Common Shares to Hanover
FRESNO, CA: Moody's Cuts Ratings on 2006A Convention Center Bonds

FUEL DOCTOR: Court Dismisses "McGinnis" Suit in L.A.
FUELSTREAM INC: Peak One to Resell 1.1 Million Common Shares
GATEWAY CASINOS: Failed Casino Bid No Impact on Moody's B2 CFR
GLYECO INC: Further Amends Report on ARI Acquisition
GLYECO INC: Full Circle Owner Joins Glyeco Board of Directors

GRANITE DELLS: Debtor, Equity Holders Balk at AED Plan Outline
HAWKER BEECHCRAFT: Wants to Hire ICF SH&E as Appraisers
HEALTHWAREHOUSE.COM INC: In Talks with Lenders to Avert Sale
HERCULES OFFSHORE: Files Fleet Status Report as of Jan. 22
HOSTESS BRANDS: Metropoulos Plans to Bid for Cakes Biz with Apollo

HOSTESS BRANDS: Committee Wants Lower Breakup Fee for Flowers
HOSTESS BRANDS: Retiree Committee Taps Pedersen & Houpt as Counsel
HOWREY LLP: Ex-Workers Win Class Certification in WARN Act Case
ICEWEB INC: Offering 55 Million Shares Under 2012 Equity Plan
INSPIRATION BIOPHARMA: Baxter Agrees to Acquire OBI-1 Rights

INSPIRATION BIOPHARMA: Sale to Baxter Has $50MM Upfront Payment
INSPIRATION BIOPHARMA: Baxter Sees Value in OBI-1 Assets
JACOBS FINANCIAL: Incurs $632,000 Net Loss in Nov. 30 Quarter
KINGSBURY CORP: Has Deal With TD Bank, Can Use Cash
LCI HOLDING: Wins Final OK to Access Cash Collateral, DIP Loan

LCI HOLDING: Committee Taps FTI Consulting as Financial Advisor
LCI HOLDING: Files Schedules of Assets and Liabilities
LDK SOLAR: Has $31 Million Securities Purchase Pact with Fulai
LEHMAN BROTHERS: Investors Win Class Cert. vs. Ernst & Young, UBS
LIGHTSQUARED INC: Wants Until May 31 to Propose Chapter 11 Plan

LONG ISLAND NATIONAL: GA Keen Conducts Bankruptcy Sale Process
LOTHIAN OIL: Fraud Committee, Grossman Lose 5th Cir. Appeal
LOUISIANA RIVERBOAT: Lenders Consent to Cash Use Until March 31
LOUISIANA RIVERBOAT: Jan. 28 Hearing on Exclusivity Extension
LOUISIANA RIVERBOAT: Confirmation Hearing Continued Until Feb. 6

LYMAN HOLDINGS: Plan Confirmation Hearing Set for Feb. 28
MAKENA GREAT: Cash Collateral Hearing Continued Until Jan. 31
MARKETING WORLDWIDE: Black Arch Discloses 7.9% Equity Stake
MARKETING WORLDWIDE: St. George Discloses 9.9% Equity Stake
MEDICURE INC: Standard Aero Executive Named to Board of Directors

MERIDIAN SUNRISE: Shopping Center Files to Stop Lenders
MERVYN'S LLC: Navroth Claim No. 7535 Dismissed as Late Filed
MF GLOBAL: Trustee Settles Disputes With ConocoPhillips
MF GLOBAL: CFTC Commissioner Overseeing Probe Steps Down
MOTORS LIQUIDATION: Files Copy of GUC Trust Report with SEC

MUNICIPAL CORRECTIONS: Employs Schwartzer as Local Counsel
MUNICIPAL CORRECTIONS: Wins OK for Stone & Baxter as Lead Counsel
MUSCLEPHARM CORP: Inter-Mountain No Longer Owns Common Shares
NATURAL PORK: Reaches Deal for Use of Cash Collateral
NEW ENGLAND COMPOUNDING: Creditors May Seize Owners' Assets

NEW YORK WESTCHESTER: Court OKs Montefiore's Bid to Buy Assets
NORTEL NETWORKS: Mediation Continues Without End Date
NEXT 1 INTERACTIVE: Incurs $2 Million Net Loss in Nov. 30 Qtr.
NORTEL NETWORKS: Gets OK to Move Ahead on Deal with Retirees
NORTEL NETWORKS: Reaches Settlement with U.S. Disabled Employees

OCEAN BREEZE: Chapter 11 Case Dismissed with Prejudice
OMEGA NAVIGATION: Has Access to Cash Collateral Until March 25
OLDE PRAIRIE: 2nd Stab at Ch. 11 Fails; CenterPoint to Foreclose
OSAGE EXPLORATION: Norman Dowling to Serve as Part-Time CFO
PEDEVCO CORP: Amends Current Report to Correct Disclosure Error

PENNFIELD CORP: Wants More Time for Plan After Buyer Defaults
PENNFIELD CORP: Can Hire Rettew Assoc. as Environmental Consultant
PENSON WORLDWIDE: Seeks Approval to Hire Advisors
PENSON WORLDWIDE: Moody's Withdraws 'Ca1' Rating After Bankruptcy
PEREGRINE FINANCIAL: Wasendorf Set for Sentencing Jan. 31

PEREGRINE FINANCIAL: Fraud Loss Tops $215 Million, Says U.S.
PINNACLE AIRLINES: Relocates Headquarters to Minnesota
QBEX ELECTRONICS: Has Access to Cash Collateral Until Jan. 29
QBEX ELECTRONICS: Can Employ Francisco Fernandez as Accountant
QBEX ELECTRONICS: Committee Retaining Genovese Joblove as Counsel

QUANTUM FUEL: Empery Asset Discloses 6.2% Equity Stake
RANCHO CALIFORNIA: Creditors Meeting Continued; Plan Due March
RESIDENTIAL CAPITAL: Wins OK to Sell $130-Mil. FHA Insured Loans
RESIDENTIAL CAPITAL: 25 Highest Paid Employees Won't Get Bonus
RESIDENTIAL CAPITAL: Feb. 28 Hearing on Payments to PwC

RLD INC: Court Enters Final Decree Closing Reorganization Case
SEARS HOLDINGS: Kmart Presents Challenge
SINO-FOREST CORP: Plan Implementation Date Expected for Jan. 29
SOUTHERN AIR: Taps Byron Advisors as Independent Contractor
SPIRIT REALTY: To Merge with Cole Credit Property Trust

STEREOTAXIS INC: Offering 790,000 Shares Under Incentive Plan
SUPERMEDIA INC: Director David Hawthorne Dies at 62
TCI COURTYARD: Can Access Trust Cash Collateral Until Feb. 28
TELETOUCH COMMUNICATIONS: Had $424,000 Net Loss in Nov. 30 Qtr.
TEN SAINTS: Combined Hearing on Plan to Begin Feb. 4

TENET HEALTHCARE: Fitch Assigns 'BB' Rating to Sr. Secured Notes
THERAPEUTIC SOLUTIONS: James Boyd Discloses 11.7% Equity Stake
THERAPEUTIC SOLUTIONS: Timothy Dixon Discloses 26.7% Equity Stake
THERAPEUTIC SOLUTIONS: 223.9MM Shares Released for Cancellation
THQ INC: Video Game Rivals Offer $72-Mil. to Beat Clearlake

THQ INC: Assets Split; Sale to Multiple Buyers Approved
THQ INC: Crytek Acquires Rights to Homefront IP Studio
TORCH ENERGY: Receives NYSE Delisting Notice on Delayed Filing
TRANS-LUX CORP: Gabelli Funds Lowers Equity Stake to 46.7%
TRUCEPT INC: Adds N. Tipton to Board of Directors

VELO HOLDINGS: Scores Approval for Chapter 11 Plan
VENTANA 20/20: Nearhood Tapped to Dispute Ariz. Tax Assessment
VITESSE SEMICONDUCTOR: Columbia Pacific Holds 8.3% Equity Stake
W.R. GRACE: Adjusts Asbestos-Related Liability to $2.06 Billion
WEEKLEY FINANCE: Moody's Assigns 'B1' CFR; Outlook Stable

WENATCHEE, WA: Moody's Hikes Tax Gen. Obligation Rating to 'Ba1'
WISP RESORT: Sells Kendall Camp Circle Property for $485,000
WJO INC: Has Access to Cash Collateral Until Jan. 31
XZERES CORP: Incurs $1.5 Million Net Loss in Nov. 30 Quarter
Z TRIM HOLDINGS: Enters Into Joint Development Pact with Newpark

* Fitch Says Belt-Tightening Continues for U.S. Consumer
* Outlook for Banks Brighter but Still Tough, Fitch Says
* Moody's Says US Corp. Family Defaults Remain Steady in Q4 2012
* Firms Keep Stockpiles of "Foreign" Cash in U.S.

* Securities and Exchange Commission Reins in Ratings Firm
* Consumer, Corporate Defaults Predicted to Continue Falling
* Starwood to Buy LNR Properties for $1.05 Billion

* SEC Names V. Martinez as Office of Market Intelligence Head

* BOOK REVIEW: Performance Evaluation of Hedge Funds



                            *********

1555 WABASH: Court Confirms Plan of Liquidation
-----------------------------------------------
The U.S. Bankruptcy court for the Northern District of Illinois
confirmed 1555 Wabash LLC's First Amended Plan of Liquidation as
submitted on Sept. 27, 2012.

As reported in the TCR on Nov. 30, 2012, the Plan implements the
principal terms of the settlement agreement dated as of Sept. 19,
2012, among (i) the Debtor; (ii) New West Realty Development Corp;
(iii) Theodore Mazola; (iv) August Mauro; and lender AmT CADC
Venture, LLC.

According to the Disclosure Statement, the settlement agreement
provides, among other things, that:

   a) title to the property will be unconditionally transferred
      from the Debtor to the lender on the Effective Date;

   b) all cash remaining in the Debtor's bank accounts on the
      Effective Date will be transferred to the lender; and

   c) the Debtor will assume and assign to the lender the
      executory contracts and unexpired leases as the lender may
      designate in writing no later than five business days prior
      to the confirmation hearing.

Pursuant to the Settlement, the Plan provides for the irrevocable
sale and transfer of the property and all other assets of the
Debtor's estate, including all cash held in the Debtor's bank
accounts on the Effective Date.

Payments to creditors under the Plan will be made from funds
realized from continued business operations of the Debtor up to
the Effective Date and from existing cash deposits and cash
resources of the debtor, well as from the cash resources of the
lender.

A copy of the Findings of Fact, Conclusions of Law and Order
Confirming the Debtor's First Amended Plan of Liquidation is
available at http://bankrupt.com/misc/1555wabash.doc137.pdf

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/1555_WABASH_ds_1amended.pdf

                        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.


501 GRANT: Court Enters Order for Relief in Involuntary Case
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
entered an order for relief under Chapter 11 for 501 Grant Street
Partners, LLC, after the Debtor failed to timely contest the
involuntary Chapter 11 petition.

On Nov. 14, 2012, Allied Barton Security Services LLC, Cost
Company LP, MSA Systems INT and Gertrude Fox, filed an involuntary
petition against the Debtor.

On Dec. 5, the Court denied the Debtor's motion to dismiss or deny
(1) omnibus motion filed by SA Challenger to dismiss, abstain or
transfer; and (2) SA Challenger's motion for relief from the
automatic stay and retention of receiver.

The Debtor said, in its motion to dismiss SA Challenger's request,
that the filing of the dismissal motion and the relief motion is
improper at the stage of the proceeding and while SA Challenger
may assert that its filings are a challenge to the involuntary
proceeding, the applicable rules expressly prohibit the conduct.
The Debtor added that pursuant to Rule 1011(a), only an alleged
Debtor has the right to contest an involuntary proceeding.

SA Challenger, in its motion to dismiss, abstain or transfer case,
said that there is nothing to be accomplished in a voluntary
bankruptcy case because, among other things:

   1. there is a diminution in value of the estate;

   2. there is no reasonable likelihood of rehabilitation; and

   3. in a Nov. 1, 2012, order, the Pennsylvania Bankruptcy Court
      dismissed the Voluntary case and ordered that any refiling
      by the Alleged Debtor would require the unanimous consent of
      all the Alleged Debtor's members or else it would be
      dismissed with prejudice.

                     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: Wanxiang, Navitas Sale Expected to Close by Feb. 1
----------------------------------------------------------------
BankruptcyData reported that A123 Systems provided an update
regarding the previously announced asset purchase agreements with
Wanxiang America Corporation and Navitas Systems.  The Company,
according to the report, announced, "A123 continues to work with
Wanxiang and Navitas to prepare for the closing of the
transactions contemplated by the asset purchase agreements.  A123
currently expects that the transactions will close pursuant to the
terms set forth in the asset purchase agreements by February 1,
2013."

                        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.


ABDIANA A: Combined Plan, Disclosure Statement Hearing on Jan. 28
-----------------------------------------------------------------
Abdiana A LLC will return to the Bankruptcy Court in Kansas City,
Missouri, on Jan. 28 at 9:30 a.m. for a combined hearing on its
plan of reorganization and explanatory disclosure statement.

The Bankruptcy Court on Dec. 26 issued a preliminary order
approving the Disclosure Statement.  The plan documents were filed
Dec. 21.

Objections to the plan were due Jan. 23.  Plan votes were also due
that day.

"The Plan reflects the Debtor's determined effort to maintain the
economic integrity of the business of Debtor and promote the
greatest value for the benefit of its creditors.  The Debtor
believes that creditors will receive more value under the Plan
than they would receive if the Debtor were liquidated under
Chapter 7 of the Bankruptcy Code and that the Plan offers
prospects for the highest and best recovery to creditors that can
be obtained," the Disclosure Statement said.

Holders of secured claims are classified in Classes 1 through 3.
Holders of unsecured Allowed Claims are classified as Class 4.
All Allowed Claims will be paid in full:

     * Class 1 -- the Claim of Arvest Bank in the total amount of
$9,800,000, secured by a lien on Debtor's real property -- will be
paid on a 25-year amortization with interest at the rate of 4.5%
per annum, with payment of excess cash flow and a balloon payment
after five years;

     * Class 2 -- the secured Claim of Kansas City Power and Light
Company in the sum of $4,866 -- will be paid on a five-year
amortization with interest at the rate of 3.25% per annum;

     * Class 3 -- the secured Claim of Missouri Gas Energy in the
sum of $250 -- will be paid in full within 60 days after the
Effective Date; and

     * Class 4 -- consists of general unsecured Claims in the
amount of $27,838.50 -- will be paid in monthly installments on a
five-year amortization with interest at the rate of 3.25% per
annum.

The holder of 100% membership interest in the Debtor will retain
its equity interest in the Reorganized Debtor equal to the member
interest it held in the Debtor pre-Petition.

The Debtor owns seven tracts of real property in Kansas City,
Missouri:

     * 318 E. 10th St., Kansas City, Missouri 64108;
     * 620 E. 18th St., Kansas City, Missouri 64108;
     * 1726 Holmes, Kansas City, Missouri 64108;
     * 1917 McGee St., Kansas City, Missouri 64108;
     * 2001 Grand Ave., Kansas City, Missouri 64108;
     * 2547 Cherry St., Kansas City, Missouri 64108; and
     * 7100 - 7140 Wornall Rd., Kansas City, Missouri 64114

All of the parcels are subject to deeds of trust in favor of
Arvest Bank.  Several of the properties provide substantial cash
flow in the form of rents.  The aggregate value of the properties
is approximately $10.4 million.

As of Sept. 30, 2012, the principal balance owed to Arvest Bank is
$9,279,773.06, and Arvest Bank claims additional amounts as
interest, late charges, costs and fees under loan documents.

At the bankruptcy filing, the total monthly rent from the Debtor's
tenants is roughly $84,000 to $85,000.  The properties at 318 E.
10th St. and 1726 Holmes/620 E. 18th St. are not presently income
producing.

The Debtor sought bankruptcy protection on Sept. 25 to halt
foreclosure efforts by Arvest in September 2012.  The Debtor had
encountered financial problems after a tenant in the property 1726
Holmes, which had been paying rent of roughly $55,000 per month as
a tenant of the Debtor's predecessor, breached the lease and
ceased paying rent.  The building was vandalized and the insurer
refused to pay the loss.  A lawsuit brought by the Debtor's
predecessor in title to recover substantial loss is pending.  The
Debtor was without resources to repair the building so as to
restore the flow of rental income from a replacement tenant.
Principals of the Debtor attempted to continue the debt service on
the properties.  A Forbearance Agreement with Arvest was entered
in March, 2011, with a maturity date of July 31, 2012, later
expired and in early August 2012, the bank made a demand for
payment of the entire balance.

                    Restructuring Consultants

Early in November, Abdiana A filed papers in Bankruptcy Court
seeking permission to employ Randall M. Nay, Financial Asset
Resolution LLC, and Rick L. Smalley as restructuring consultants
to assist in providing analysis of financial records of the
Debtor, developing financial projections, assisting in preparation
of financial reports required in the bankruptcy case, assisting
in the development of the Debtor's Disclosure Statement and Plan,
and providing opinions and testimony relating to the feasibility
of the Plan, appropriate discount rate or rate of interest and
other restructuring or confirmation issues.

In December, the Debtor filed another set of papers asking the
Court to approve the restructuring consulants' engagement
effective as of the petition date.  The Debtor said the
consultants do not hold or represent interests materially adverse
to the Debtor, its estate, creditors, other parties in interest or
their attorneys or accountants in matters for which they are to be
employed and are disinterested within the meaning of 11 U.S.C.
Sec. 101(14) and 327.

The Debtor in its December court papers proposed that, commencing
with periods from and after Sept. 25, 2012, the Restructuring
Consultants will be entitled to be paid interim compensation of
80% of all fees for professional services rendered and 100% of all
charges for actual and necessary out-of-pocket expenses incurred
by Restructuring Consultants on a monthly basis.  Any amount paid
for fees in excess of 80% of the fee amounts reflected in the
monthly itemized statements will be held in trust unless and until
the entry of a Court order allowing the interim fee applications
for the Restructuring Consultants.

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

Arvest Bank is represented by:

          Laurence M. Frazen, Esq.
          Elizabeth A. Haden, Esq.
          BRYAN CAVE LLP
          1200 Main Street, Suite 3500
          Kansas City, MO 64105
          Telephone: (816) 374-3200
          Facsimile: (816) 374-3300
          E-mail: lfrazen@bryancave.com
                  beth.haden@bryancave.com


ABDIANA A: Can Use Arvest Cash Through March 2013
-------------------------------------------------
Abdiana A LLC is financing its chapter 11 reorganization from the
use of cash tied to prepetition debt owed to Arvest Bank.

In court filings last month, Abdiana and the Bank agreed to the
Debtor's continued use of cash collateral through March 31, 2013.

The Debtor sought bankruptcy protection to avert foreclosure
efforts by Arvest in September 2012.  As of Sept. 30, 2012, the
principal balance owed to Arvest is $9,279,773.06, and the Bank
claims additional amounts as interest, late charges, costs and
fees under loan documents.

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

Arvest Bank is represented by Laurence M. Frazen, Esq., and
Elizabeth A. Haden, Esq., at Bryan Cave LLP.



ABSOLUTE LIFE: Incurs $4.7 Million Net Loss in Nov. 30 Quarter
--------------------------------------------------------------
Absolute Life Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $4.68 million for the three months ended Nov. 30,
2012, compared with a net loss of $4.38 million for the same
period a year ago.

The Company's balance sheet at Nov. 30, 2012, showed $10.4 million
in total assets, $10.6 million in total liabilities and a $125,000
total stockholders' deficit.

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

                        http://is.gd/4ytxB8

                        About Absolute Life

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

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


AGRIPARTNERS LIMITED: Employs Philip Landau as Counsel
------------------------------------------------------
Agripartners Limited Partnership's seeking to employ Philip J.
Landau and Shraiberg, Ferrara & Landau, P.A., as general
bankruptcy counsel.  SFL will receive a total retainer of $51,046
and SFL agreed to perform services at these hourly rates:

         Legal Assistants           $110
         Attorneys              $220 to $450
         Mr. Landau                 $450

SFL has received a $26,046 retainer.  SFL will receive a $20,000
retainer on Feb. 15, and an additional $5,000 by March 15.

To the best of the Debtor's knowledge the firm does not represent
any interest adverse to the Debtor or the estate.

Agripartners Limited Partnership filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 12-19214) in Ft. Myers, Florida on
Dec. 24, 2012.  The Debtor estimated assets of at least $100
million and liabilities of at least $50 million.


AGRIPARTNERS LIMITED: Taps Miller and Hollander as Local Counsel
----------------------------------------------------------------
Agripartners Limited Partnership's seeking to employ Richard
Hollander, founding partner, and the law firm of Miller and
Hollander as local counsel.

The hourly rates of MH's personnel are:

         Legal Assistants                 $110
         Attorneys                    $240 to $450
         Mr. Hollander  $450

Mr. Hollander assures the Court that the firm does not represent
any interest adverse to the Debtor, the estate or its creditors.

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


ALLEN FAMILY: Clifford Zucker Designated as Liquidating Trustee
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Allen Family
Foods Inc., et al., designated Clifford Zucker of CohnReznick LLP
as liquidating trustee.  The Debtors' Chapter 11 plan, which
confirmed by the bankruptcy judge in December, provided for the
creation of a trustee to liquidate the remaining assets, claims
and causes of action the Debtors and distribute the proceeds to
creditors.

The Debtors sold their business in September 2011 to Korean
poultry producer Harim Co., generating $45.2 million.  A
settlement with the lender gave unsecured creditors $5 million.
The bank also agreed to waive claims, so it won't share in
distributions to unsecured creditors as a result of a shortfall in
payment of the secured claim.  Under the plan, unsecured creditors
with $32.2 million in claims were projected to make a 10%
recovery.

                     About Allen Family Foods

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.  Allen Family Foods and two affiliates, Allen's Hatchery
Inc. and JCR Enterprises Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11764) on June 9, 2011.
Allen estimated assets and liabilities between $50 million and
$100 million in its petition.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors.  FTI Consulting is the financial advisor.
BMO Capital Markets is the Debtors' investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases.  Lowenstein Sandler PC and Womble Carlyle
Sandridge & Rice, PLLC, serve as counsel for the committee.  J.H.
Cohn LLP serves as the Committee's financial advisor.


ALLIED IRISH: Mortgage Bank Raises EUR500MM From Bond Issue
-----------------------------------------------------------
AIB Mortgage Bank agreed a EUR500 million 3.5-year secured ACS
bond issue under its EUR20 billion Mortgage Covered Securities
Programme.  AIBMB is a wholly owned subsidiary of AIB.  This is
AIBMB's second successful recent return to the ACS market
following the EUR500m 3-year issuance in November 2012.  ACS bonds
are not guaranteed by the Irish State.  This 3.5-year deal was
priced at a spread over mid-swaps of 185 basis points and was
oversubscribed more than four times.

The total order book was c. EUR2.2 billion with in excess of 160
international investors reflecting a well placed and diversified
profile.  Demand came from 20 countries with 99% placed outside
Ireland.

This transaction demonstrates the continued progress of AIB's
strategy of engaging with the market in a balanced and measured
manner.

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


AMERICAN AIRLINES: Wins Court Nod to Pay Off $1.32-Bil. in Loans
----------------------------------------------------------------
AMR Corp. obtained approval from Judge Sean Lane of the U.S.
Bankruptcy Court for the Southern District of New York to pay
off $1.32 billion in loans secured by aircraft without paying a
so-called make-whole premium required outside of bankruptcy if the
debt were repaid before maturity, Bloomberg News reported.

A make-whole is designed to compensate a lender for loss of an
investment bearing interest higher than the current market.

In a 43-page opinion issued on January 17, Judge Lane rejected all
arguments made by U.S. Bank NA, the indenture trustee for the
bondholders.

U.S. Bank, arguing the make-whole is due, relied in part on the
so-called 1110 election AMR made early in the bankruptcy.

The term, which is derived from Section 1110 of the Bankruptcy
Code, requires an airline to decide within 60 days of bankruptcy
whether to retain aircraft.  If the airline elects to keep
aircraft, it must agree to "perform all obligations" under the
loan documents.

Judge Lane rejected the idea that the 1110 election obliged AMR to
pay the make-whole.  He pointed to provisions in the indenture
saying that the make-whole isn't owing if the underlying default
results from bankruptcy, Bloomberg News reported.

The bankruptcy judge said the 1110 election didn't cure the
bankruptcy default, thus still invoking the indenture provision
saying no make-whole is due following a bankruptcy default.

A full-text copy of the January 17 opinion can be accessed for
free at http://is.gd/RtT9xx

AMR will repay the debt with a new $1.5 billion aircraft
financing, saving $200 million through lower interest rates.  The
new financing will be implemented before AMR emerges from
bankruptcy protection, Bloomberg News reported.

The loans being paid off call for interest at rates between 8.6%
and 13%.  AMR said the new debt will bear interest comparable to
the 4% to 4.75% rates other major airlines recently negotiated.

If the make-whole payment were required, AMR would be obliged to
repay 155% of the $425 million owing on 10.375% first-lien bonds
due 2021, according to the report.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Bankr. Judge Allows Pilot's Appeal to Proceed
----------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan lifted the automatic stay
to allow an appeals court to rule on the appeal filed by a former
American Airlines pilot.

The decision allows the U.S. Court of Appeals for the 11th Circuit
to rule on the appeal filed by Lawrence Meadows.  The ruling,
however, prohibits the prosecution of any further proceedings in
connection with the appeal.

Mr. Meadows appealed the dismissal of his case by a lower
court where he sought payment of long-term disability benefits
under the airline's 2004 pilot retirement plan.

The former pilot was terminated in October 2011 pursuant to a
provision of American Airlines' labor contract with pilots, which
states that pilots who have been inactive for longer than five
years will be terminated.

Because of his newly diagnosed condition, Mr. Meadows became
eligible to receive disability benefits under another plan in
December 2011.  Under the new plan, however, he only receives half
of what he received under the 2004 plan.

                         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: Gets OK on Purchase Deals with Boeing, et al.
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Wednesday approved four settlements allowing
AMR Corp. to assume aircraft and engine purchase agreements with
Boeing Co., General Electric Co., Rolls-Royce PLC and Airbus SAS
that the bankrupt company said is critical to its eventual exit
from bankruptcy.

U.S. Bankruptcy Judge Sean Lane signed off on the deals, which
allow the Fort Worth, Texas-based American Airlines parent to
maintain contractual relationships with the four companies by
assuming purchase agreements signed before AMR entered Chapter 11
or enter into new ones, the report related.

                         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: Inks Capacity Purchase Agreement with Republic
-----------------------------------------------------------------
Republic Airways Holdings Inc. on Jan. 24 disclosed that it has
reached an agreement with American Airlines to operate 53 Embraer
E175 aircraft under the American Eagle brand.  The Capacity
Purchase Agreement (CPA) will be operated by the Company's
Republic Airlines subsidiary, with service expected to start in
June of 2013.  The CPA is subject to approval by the Bankruptcy
Court in the American Airlines bankruptcy proceedings.

"We are thrilled that American has selected Republic and the
Embraer E175 to expand their network with large regional jets,"
said Republic Chairman, President and CEO Bryan Bedford.  "The
Embraer E175 is an outstanding aircraft and the interior design
American has selected will provide a world-class, seamless product
for their customers flying on Republic."

"Establishing a large regional jet fleet has long been part of our
business plan," said Chuck Schubert, American's vice president -
Network Planning, "and this agreement is another example of how we
are executing on that plan in a way that benefits our business and
our customers."

Republic also signed an agreement with Embraer to purchase 47 new
aircraft and lease a previously owned Embraer E175 jet aircraft,
including the first deliveries of Embraer's enhanced fuel
performance aircraft.  In addition, the Company will acquire five
previously owned E175s from a third party.

The aircraft, which will seat 76 passengers in a two-class cabin,
are expected to be phased into operation at approximately two to
three aircraft per month beginning in mid-2013 through the first
quarter of 2015.  Each aircraft will operate under the CPA for 12
years from its in-service date, extending the term of the
agreement into 2027.

Republic's contract with Embraer also includes an option with
delivery positions exercisable beginning in 2015, for the purchase
of an additional 47 aircraft.

"It is significant that our long-time, valued customer Republic
Airways -- a true innovator in the regional transport business --
is the first customer for the enhanced E175," said Paulo Cesar
Silva, President and CEO, Embraer Commercial Aviation.  "It's a
perfect example of how our investments in product development make
our customers more competitive in their markets."

                 About Republic Airways Holdings

Based in Indianapolis, Indiana, Republic Airways Holdings --
http://www.rjet.com-- is an airline holding company that owns
Chautauqua Airlines, Frontier Airlines, Republic Airlines and
Shuttle America, collectively "the airlines."  The airlines
operate a combined fleet of more than 280 aircraft and offer
scheduled passenger service on nearly 1,500 flights daily to over
145 cities in the U.S. as well as to the Bahamas, Canada, Costa
Rica, Dominican Republic, Jamaica, and Mexico under branded
operations at Frontier, and through fixed-fee flights operated
under airline partner brands, including AmericanConnection,
Continental Express, Delta Connection, United Express, and US
Airways Express.  The airlines currently employ approximately
10,000 aviation professionals.

                        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: Groom Law Discloses New Hourly Rates
-------------------------------------------------------
Gary M. Ford, Esq., a principal of the law firm of Groom Law
Group, Chartered, in Washington, D.C., filed a supplemental
declaration disclosing the firm's new hourly rates for the year
2013:

   Professional          Old Rate  New Rate
   ------------          --------  --------
   Amin, Hisham            $570      $595
   Benjamin, Dionne        $400      $455
   Breyfogle, Jon          $805      $855
   Carolan, Mark           $355      $365
   Cole, James             $620      $640
   Coleman, Joshua         $355      $420
   Dahm, Kimberly          $435      $500
   Daines, Kendall         $625      $645
   Del Conte, Michael      $435      $500
   Dold, Elizabeth         $680      $720
   Ell, Douglas            $855      $895
   Eller, Jennifer         $630      $660
   Esedebe, Ada            $305      $320
   Fitzgerald, Thomas      $820      $855
   Ford, Gary              $875      $910
   Golumbic, Lars          $640      $665
   Goodwin, Ellen          $605      $630
   Groom, Theodore         $855      $890
   Hassel, Lonie           $755      $780
   Hughes, Cheryl          $600      $625
   Kamen, Katherine        $605      $630
   Keller, Christine       $640      $670
   Killion, Tamara         $570      $595
   Kroh, Jeffrey           $580      $605
   Lanoff, Ian             $790      $790
   Lechner, Emily          $305      $320
   Lee, Jason              $545      $595
   Levine, David           $660      $695
   Lofgren, Mark           $725      $755
   Maricco, Michael        $570      $600
   Matta, Richard          $705      $745
   Mazawey, Louis          $855      $890
   McGuiness, John         $680      $710
   McTyre, Nancy           $305      $365
   Meehan, Edward          $800      $840
   Nielsen, Mark           $620      $645
   Powell, David           $755      $780
   Prame, Michael          $680      $710
   Roberts, Thomas         $670      $700
   Rogers, Allison B.      $355      $420
   Ryan, Alexander         $575      $600
   Saxon, Steven           $855      $890
   Scallet, Edward         $820      $855
   Sepsakos, George        $400      $455
   Soderstrom, Kara        $435      $500
   St. Marin, Andree       $790      $835
   Sweetnam, William       $795      $795
   Temme, Ryan             $305      $365
   Tumility, Allison       $400      $455
   Turner, Vivian          $480      $525
   Ufford, Roberta         $725      $755
   Walsh, Kevin            $355      $420
   Wilder, Will            $505      $570
   Winters, Brigen         $680      $710
   Witt, Jeff              $570      $595
   Zaklad, Rosie           $505      $570
   Zuckerman, Julia        $545      $595
   Zumwalt, Sarah          $570      $600

Paraprofessional's hourly rates for 2013 will range from $140 to
$325.

As reported in the March 16, 2012 edition of the TCR, the Debtors
obtained permission to employ Groom Law Group, Chartered as
special employee benefits counsel, nunc pro tunc to the Petition
Date.  The Debtors selected the firm because of its "invaluable
experience in providing legal services in connection with employee
benefit plans and related issues."

                         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 MEDIA: Avenue Appointee Leaves Board
---------------------------------------------
American Media, Inc., on Jan. 16, 2013, received a letter from
Daniel Flores stating that he resigned, effective immediately,
from his position on the board of directors.  Mr. Flores, who was
appointed to the board by the "Avenue stockholders" resigned to
pursue other business interests and not as a result of any dispute
or disagreement with the Company.  The Company expects to fill the
vacancy created by Mr. Flores' resignation in the short-term.

                       About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan. The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

The Company's balance sheet at Sept. 30, 2012, showed
$632.80 million in total assets, $654.44 million in total
liabilities, $3.78 million in redeemable noncontrolling interest,
and a $25.41 million total stockholders' deficit.

                           *    *     *

As reported by the TCR on Jan. 22, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+ ' from 'B-'.

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


AMERICAN NATURAL: Shareholders Approve 2012 Stock Option Plan
-------------------------------------------------------------
In the annual meeting of shareholders of American Natural Energy
Corp. held Jan. 11, shareholders approved 2012 Stock Option Plan,
and elected Michael K. Paulk, Steven P. Ensz, Douglas MacGregor,
James L Ferraro and William Yuan to the Board of directors.  The
shareholders also approved the conversion of the Palo Verde
debenture and the exercise of the Warrants without the beneficial
ownership limitation.  A copy of the 2012 Stock Option Plan is
available at http://is.gd/bKEp6l

                        About American Natural

American Natural Energy Corporation is a Tulsa, Oklahoma based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.

The Company's balance sheet at Sept. 30, 2012, showed
$20.2 million in total assets, $13.3 million in total liabilities,
and stockholders' equity of $6.9 million.

As reported in the TCR on April 3, 2012, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about American
Natural's ability to continue as a going concern.  The
independent auditors noted that the Company incurred a net loss in
2011 and has a working capital deficiency and an accumulated
deficit at Dec. 31, 2011.


AMPAL-AMERICAN: Epiq Approved as Administrative Agent
-----------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York entered an order authorizing Ampal-
American Israel Corp., to employ Epiq Bankruptcy Solutions, LLC as
administrative agent.  The judge earlier entered an order
approving Epiq as claims and noticing agent.

Epiq will serve as the custodian of court records and will be
designated as the authorized repository for all proofs of claim
filed in the Chapter 11 case and is authorized and directed to
maintain the official claims registers for the Debtor and to
provide the Clerk with a certified duplicate thereof upon the
request of the Clerk.

                       About Ampal-American

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

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

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

The Court terminated the Debtor's exclusive periods to file and
solicit acceptances for the proposed Chapter 11 Plan, to permit
the Official Committee of Unsecured Creditors to file and seek
confirmation of a plan.

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

The Amended Plan of Reorganization proposed by the Committee
provides that distributions to holders of Allowed General
Unsecured Claims against the Debtor's estate in satisfaction of
each such holder's Claim will be the pro rata share (after payment
in cash out of funds held in the Series B Deposit Account and the
Series C Deposit Account) of either (i) 100% of the Preferred
Stock of the Reorganized Debtor or (ii) the cash payment if the
Equity Buyout Option is exercised pursuant to Section 4.7 of the
Plan.


ANLOC LLC: Services by Unlicensed Persons Cost Claims
-----------------------------------------------------
Bankruptcy Judge Marvin Isgur disallowed claims, in their
entirety, two claims filed by Edward Talone Trust No. 1 against
Anloc, LLC, a Texas Railroad Commission Operator, which has been
approved to operate crude oil and natural gas leases in Texas.
Judge Isgur said the claims are disallowed because they seek
compensation for engineering services performed by unlicensed
persons in violation of the Texas Engineering Practices Act.  A
copy of the Court's Jan. 22, 2013 Memorandum Opinion is available
at http://is.gd/reXWjKfrom Leagle.com.

An involuntary Chapter 11 bankruptcy petition was filed against
Anloc LLC (Bankr. S.D. Tex. Case No. 12-31267) on Feb. 16, 2012.
The involuntary case was converted to a chapter 11 on April 20,
2012.


APPLIED DNA: Opted to Repurchase Warrants for $50,000
-----------------------------------------------------
Applied DNA Sciences, Inc., exercised its option to repurchase the
Series C Warrants issued to Crede CG II, Ltd., for $50,000.  The
Series C Warrants held by Crede were to initially purchase
26,881,720 shares of the Company's Common Stock, $.001 par value,
at an initial exercise price per share of $.2232.  The Series C
Warrants were issued to Crede in connection with its $7.5 million
investment in the Company pursuant to a Securities Purchase
Agreement with the Company dated Nov. 28, 2012.

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.  The Company's shares of common
stock are quoted on the OTC Bulletin Board under the symbol
"APDN."

Applied DNA incurred a net loss of $7.15 million for the
year ended Sept. 30, 2012, compared with a net loss of $10.51
million for the year ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.34
million in total assets, $592,009 in total liabilities, all
current, and $756,925 in total stockholders' equity.


ARCAPITA BANK: Plan Filing Exclusivity Expires Jan. 28
------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court Southern
District of New York extended Arcapita Bank B.S.C.(c), et al.'s
exclusive period to propose a plan of reorganization until
Jan. 28, 2013, and the period to solicit acceptances for that plan
until March 28, respectively.

As reported in the TCR on Jan. 14, 2013, the Debtors said in their
motion for an extension that they are prepared to file a Chapter
11 Plan.  However, they are still in talks with the Official
Committee of Unsecured Creditors, and the Joint Provisional
Liquidators of AIHL regarding a resolution of certain inter-
creditor and inter-estate issues.  The parties are engaged in an
ongoing analysis of how to allocate the assets between the
creditors of Arcapita Bank and the creditors of AIHL.  The Debtors
said that negotiations are ongoing and some issues still remained
unresolved.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita that
previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage I,
L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas
Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.


ASARCO LLC: Sterlite Sued Over Fees from Failed $2.6-Bil. Deal
--------------------------------------------------------------
Jake Simpson of BankruptcyLaw360 reported that law firm Harkins
Cunningham LLP filed a breach of contract suit against Sterlite
(USA) Inc. and its Indian parent in Washington federal court
Tuesday, claiming the mining company failed to pay the firm for
services related to Sterlite's alleged breach of a $2.6 billion
acquisition of bankrupt miner Asarco LLC.  Harkins said Sterlite
owes the firm roughly $80,000 for its work as counsel in
regulatory proceedings related to Sterlite's proposed acquisition
of a rail unit of Asarco in 2009, the report related.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

                      About Sterlite (US)

Mumbai, India-based Sterlite Industries (India) Limited produces
copper in India and specializes in manufacturing continuous-cast
copper rods. The Company operates two mines in Australia, but
its primary business is the operation of India's largest copper
smelting and refining plant.


ATARI INC: Says Most Debt Owing to Bankrupt French Parent
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Atari Inc. disclosed assets of $33.7 million and $310
million in debt, including $257 million owing to affiliates not in
the U.S. bankruptcy.  The U.S. company contends that debt owing to
its parent, Atari S.A., should be treated as equity.  The U.S.
company also challenges the secured status of debt to the parent
and to Blue Ray Value Recover (Master) Fund Ltd.  Otherwise, there
is no secured debt, according to the U.S. company's court filing.

Mr. Rochelle relates that for example, the parent has a filing
listing a security interest in the U.S. company's assets.  The
U.S. company says there is no agreement granting a lien to the
parent.  The Chapter 11 process, intended to result in a sale
within a few months, will be financed with a $5.25 million loan
from Tenor Capital Management Co., from which $2.25 million would
be available on an interim basis. Part of the loan will be
furnished only when papers are filed to sell the assets.

The U.S. company, the report discloses, said that the French
parent will likely file a Chapter 15 petition in the U.S. where
the U.S. judge could stop creditor actions and assist the court in
France.

                           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.


ATP OIL: To Sell Deep-Water Wells at March 26 Auction
-----------------------------------------------------
ATP Oil & Gas Corp. is asking a Texas bankruptcy judge for
permission to quickly auction off its deepwater drilling
properties in the Gulf of Mexico in whole or piece-by-piece.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ATP Oil is being required by lenders financing the
reorganization to sell deep-water oil and gas properties in the
Gulf of Mexico.  The auction will take place March 26 if the U.S.
Bankruptcy Court in Houston approves sale procedures at a Feb. 14
hearing.  ATP's shallow-water properties are being sold
separately.

According to the report, APT will be selling properties in
23 lease blocks, of which nine are producing.  The deep-water
properties have proved reserves of 65.4 million barrels of crude
oil equivalent and 97.3 billion cubic feet of natural gas,
according to a court filing.

The report relates that if the Court approves the proposed
procedures indications of interest will be due March 5, followed
by initial bids on March 19, the March 26 auction, and a hearing
to approve sale on March 28.  No buyer is yet under contract.

Financing for the Chapter 11 case requires completion of the sale
by April 11.  APT is required by the lenders to sell the assets
because a geologist's report came in below a specified threshold.

The $1.5 billion in 11.875% second-lien notes traded at 11:30 a.m.
Jan. 23 for 7.9 cents on the dollar, according to Trace, the bond-
price reporting system of the Financial Industry Regulatory
Authority.

                           About ATP Oil

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.


BLUEGREEN CORP: Shareholders to Vote on BFC Merger Agreement
------------------------------------------------------------
Bluegreen Corporation, et al., jointly filed with the U.S.
Securities and Exchange Commission an amendment no. 1 to Rule 13e-
3 Transaction Statement on Schedule 13E-3.

On Nov. 14, 2012, Bluegreen entered into an Agreement and Plan of
Merger with BFC Financial Corporation, Woodbridge Holdings, LLC,
and BXG Florida Corporation, a wholly owned subsidiary of
Woodbridge ("Merger Sub").  Pursuant to the Merger Agreement,
Woodbridge will acquire Bluegreen through the merger of Merger Sub
with and into Bluegreen, with Bluegreen continuing as the
surviving corporation and a wholly owned subsidiary of Woodbridge.
If the merger is completed, each share of Bluegreen's common
stock, par value $0.01 per share, will be cancelled and converted
automatically into the right to receive $10.00 in cash, without
interest and less any applicable withholding taxes.

BBX Capital has entered into a letter agreement with BFC, subject
to the parties executing definitive documentation, to invest
$71.75 million in Woodbridge at the effective time of the merger
in exchange for a 46% equity interest in Woodbridge, with the
proceeds from the investment to be utilized to pay a portion of
the aggregate merger consideration.

BFC, through Woodbridge, currently owns approximately 54% of the
outstanding shares of Bluegreen common stock.  BFC also directly
owns shares of BBX Capital's Class A Common Stock and Class B
Common Stock representing approximately 75% of the total voting
power of such stock and 53% of the total outstanding shares of
such stock.  BFC may be deemed to be controlled by its Chairman,
Chief Executive Officer and President, Alan B. Levan, and its Vice
Chairman, John E. Abdo, who collectively hold shares of BFC's
Class A Common Stock and Class B Common Stock representing
approximately 72% of the total voting power of that stock.
Messrs. Levan and Abdo also serve as non-executive Chairman and
Vice Chairman, respectively, of Bluegreen.  In addition, Mr. Levan
is Chairman and Chief Executive Officer of BBX Capital, and Mr.
Abdo is Vice Chairman of BBX Capital.

Concurrently, Bluegreen filed with the SEC a revised preliminary
proxy statement on Schedule 14A pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as amended, relating to a special
meeting of the shareholders of Bluegreen on a date yet to be
determined.  At the special meeting, the shareholders of Bluegreen
will consider and vote upon a proposal to approve the Merger
Agreement. The approval of the Merger Agreement requires the
affirmative vote of the holders of at least 66-2/3% of the
outstanding shares of Bluegreen's common stock.  The Merger is
also subject to a number of other closing conditions, including
the obtaining of all financing necessary to consummate the Merger.
A copy of the Proxy Statement is available at http://is.gd/jVmkuI

                        About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

The Company reported a net loss of $17.25 million in 2011,
compared with a net loss of $43.96 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.06 billion in total assets, $720.24 million in total
liabilities and $340.77 million in total shareholders' equity.

                           *     *     *

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.


BON-TON STORES: Unit to Redeem $65-Mil. Senior Notes on Feb. 22
---------------------------------------------------------------
The Bon-Ton Stores, Inc.'s wholly-owned subsidiary, The Bon-Ton
Department Stores, Inc., issued a notice of partial redemption for
$65 million aggregate principal amount of its outstanding 10 1/4%
Senior Notes due 2014 at a cash redemption price equal to 100% of
the principal amount of the 2014 Notes, plus accrued and unpaid
interest, if any, to, but not including, the redemption date.  The
redemption date will be Feb. 22, 2013.  Upon completion of the
redemption, approximately $69 million aggregate principal amount
of the 2014 Notes will remain outstanding.

Payment of the redemption price will be made on or after the
redemption date only upon presentation and surrender of the 2014
Notes to the paying agent.  Interest on the 2014 Notes that have
been called for redemption will cease to accrue on and after the
redemption date.

The notice of partial redemption will be sent by The Bank of New
York Mellon, the trustee for the 2014 Notes, to the registered
holders of the 2014 Notes.  Copies of the notice of partial
redemption and additional information relating to the procedure
for redemption may be obtained from The Bank of New York Mellon at
1.800.254.2826.

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

The Company's balance sheet at Oct. 27, 2012, showed $1.84 billion
in total assets, $1.80 billion in total liabilities, and
$40.30 million in total shareholders' equity.

                           *     *     *

As reported by the TCR on July 13, 2012, Moody's Investors Service
revised The Bon-Ton Stores, Inc.'s Probability of Default Rating
to Caa1/LD from Caa3.  The Caa1/LD rating reflects the company's
exchange of $330 million of new senior secured notes due 2017 for
$330 million of its unsecured notes due 2014.  Moody's also
affirmed the company's Corporate Family Rating at Caa1 and
affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014.

Moody's said the affirmation of the company's 'Caa1' corporate
family rating reflects the company's persistent negative trends in
sales and operating margins and uncertainties that the company's
strategies to reverse these trends will be effective.


BOOMERANG SYSTEMS: Stockholders Approve 2012 Stock Incentive Plan
-----------------------------------------------------------------
The majority stockholders of Boomerang Systems, Inc.,
constituting a total of 4,044,093 shares of common stock (about
53.50%) approved in a written consent (i) an amendment to the
Company's Certificate of Incorporation, as amended, to decrease
the Company's authorized capital stock from 401,000,000 shares to
201,000,000 shares and the Company's authorized Common stock from
400,000,000 shares to 200,000,000 shares and (ii) the Company's
2012 Stock Incentive Plan.

                      About Boomerang Systems

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

Boomerang incurred a net loss of $17.42 million for the fiscal
year ended Sept. 30, 2012, compared with a net loss of $19.10
million during the prior year.

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

                         Bankruptcy Warning

"Our operations may not generate sufficient cash to enable us to
service our debt.  If we were to fail to make any required payment
under the notes and agreements governing our indebtedness or fail
to comply with the covenants contained in the notes and
agreements, we would be in default.  Our debt holders would have
the ability to require that we immediately pay all outstanding
indebtedness.  If the debt holders were to require immediate
payment, we might not have sufficient assets to satisfy our
obligations under the notes or our other indebtedness.  In such
event, we could be forced to seek protection under bankruptcy
laws, which could have a material adverse effect on our existing
contracts and our ability to procure new contracts as well as our
ability to recruit and/or retain employees.  Accordingly, a
default could have a significant adverse effect on the market
value and marketability of our common stock," the Company said in
its annual report for the year ended Sept. 30, 2012.


BROWN PUBLISHING: Trust Suit Againt Failed Buyer Goes to Trial
--------------------------------------------------------------
Bankruptcy Judge Dorothy Eisenberg said a trial is required before
she'd rule on a dispute as to who should keep a good faith deposit
made as part of the sale of Brown Publishing Company.  Judge
Eisenberg denied the motion for summary judgment filed by The
Brown Publishing Company Liquidating Trust, as successor in
interest to the Reorganized Debtors, and the cross-motion for
summary judgment filed by Brown Media Corporation, which was
formed by the Debtors' insiders to act as stalking horse bidder.

On May 25, 2012, the Trust commenced the adversary proceeding
against BMC for breach of contract and sought a declaratory
judgment that the Trust is entitled to retain the $765,000 deposit
posted by BMC in connection with its bid to purchase the Debtors'
assets.

Judge Eisenberg said BMC breached the contract with the Debtors by
failing to timely close on the sale by Aug. 20, 2010.  The judge
said there is no liquidated damages clause in the contract.
However, whether the Debtors sustained actual damages is an issue
of material fact that prohibits a determination on summary
judgment as to which party is entitled to the good faith deposit.

The asset purchase agreement provided for a stalking horse bid by
BMC of a cash purchase price of $15.3 million plus additional
consideration.  The auction commenced July 19, 2010 and lasted
into the early morning hours of July 20, 2010.  With the exception
of certain assets of the Debtors located in Van Wert, Ada and
Putnam, Ohio that were sold to Delphos Herald, Inc., BMC was the
successful bidder with respect to substantially all of the
Debtors's remaining assets after making the highest and best offer
for $22,400,000 in cash plus additional consideration.  PNC Bank,
N.A., a secured creditor of the Debtors, was the next successful
bidder after BMC.

The Court held hearings to approve the sale of assets to Delphos
and BMC on July 22 and 29, 2010.  BMC lost financing and failed to
close on the sale.  The insiders had obtained a commitment from
Guggenheim Corporate Funding, LLC and/or one of its affiliates for
financing.

The Court approved the asset purchase agreements for the sale of
the Debtors' assets to PNC's assignee, Ohio Community Media LLC,
and to ISIS Ventures Partners LLC pursuant to orders dated Sept.
3, 2010. ISIS agreed to purchase the assets of one of the Debtors,
Dan's Papers, for $1,750,000. PNC agreed to pay $21,750,000 for
substantially all of the Debtors remaining assets. The combined
purchase price was $23,500,000. The asset purchase agreements with
Ohio Community Media and ISIS also contain language identical to
Paragraph 41 of the August 11 Order.  Closing on the sale to Ohio
Community Media and ISIS occurred after the Court approved the
asset purchase agreements.

The case is The Brown Publishing Company Liquidating Trust,
Plaintiff, v. Brown Media Corporation, Defendant, Adv. Proc. No.
12-8215-478. (Bankr. E.D.N.Y.).  A copy of the Court's Jan. 22,
2013 Memorandum Decision and Order is available at
http://is.gd/enMehnfrom Leagle.com.

                      About Brown Publishing

The Brown Publishing Company, Brown Media Holdings Company and
their subsidiaries filed for Chapter 11 bankruptcy (Bankr.
E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1,
2010.  BPC estimated $10 million to $50 million in assets and
debts in its Chapter 11 petition.  Edward M. Fox, Esq., and Eric
T. Moser, Esq., at K&L Gates LLP, serve as counsel for the
Debtors.

BPC is a privately held community news and information
corporation, organized under the laws of the State of Ohio that,
prior to the sale of its assets, had been one of the largest
newspaper publishers in Ohio, and also operated publications in
Illinois, South Carolina, Texas and Utah.  On Sept. 3, 2010, the
Debtors completed the sale of substantially all of their assets.
Brown Publishing sold most of its assets to Ohio Community Media
LLC, which was formed by the Company's lenders, for about $21.8
million.  Brown Publishing's New York newspaper group, Dan's
Papers Inc., was sold to Dan's Papers Holdings LLC for about
$1.8 million.

On June 16, 2011, the Court entered an order confirming the
Debtors' chapter 11 plan which provided that any remaining assets
of the Debtors' bankruptcy estate that were not sold pursuant to
the Auction Sale, including all claims and causes of action, would
vest in a trust.


CAMTECH PRECISION: Asks for Final Decree Closing Case
-----------------------------------------------------
Camtech Precision Manufacturing, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida a final
report and motion for final decree closing their Chapter 11 cases.

The Debtors also request that the Court enter a final decree
closing the case with leave to reinstate if the Debtor or any
other party-in-interest defaults under the terms of the Plan.

The Debtors note that on Nov. 14, 2012, the Court confirmed their
Plan, the Plan is substantially consummated, and their estate is
fully administered.

                      About Camtech Precision

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
Avstar Fuel Systems, Inc., and R & J National Enterprises Inc.
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010.

Avstar, founded in 2007, designs, manufactures and overhauls
carburetors and fuel injection systems for the aviation industry.
Avstar is the holder of Federal Aviation Administration Parts
Manufacturer Approvals for general aviation fuel systems.  Avstar
generates sales primarily from new product sales and overhauls of
carburetors and servos for the general aviation industry.

Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A.,
in Boca Raton, Florida, serves as counsel to the Debtors.  Carlos
E. Sardi, Esq., and Glenn D. Moses, Esq., at Genovese Joblove
Battista P.A., in Miami, Florida, represent the Official Committee
of Unsecured Creditors.  In its schedules, Camtech disclosed
assets of $10.98 million and debts of $14.63 million.


CASCADE BANCORP: COO Retires; Board Member Won't Seek Re-Election
-----------------------------------------------------------------
Michael Delvin, executive vice president and chief operating
officer of Cascade Bancorp and of its wholly owned subsidiary Bank
of the Cascades, gave notice of his resignation, which will be
effective March 31, 2013.  Mr. Delvin is retiring.

Also on Jan. 16, 2013, Judith Johansen, who serves on the board of
directors of Bancorp and the Bank, gave notice to Bancorp and the
Bank that she will not stand for re-election at the annual meeting
of shareholders to be held in 2013.  Ms. Johansen's decision is
not due to a disagreement with Bancorp on any matter relating to
Bancorp's or the Bank's operations, policies or practices.

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

Cascade reported a net loss of $47.27 million in 2011, a net loss
of $13.65 million in 2010, and a net loss of $114.83 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed $1.29
billion in total assets, $1.15 billion in total liabilities and
$139.27 million in total stockholders' equity.


CASTLEVIEW LLC: Court Dismisses Chapter 11 Case
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has granted
the motion of HB ALP Family, LLLP and CV2011, LLC, for the
dismissal of the Chapter 11 case of Castleview, LLC.

As reported in the TCR on Sept. 7, 2012, HB ALP Family said that
Castleview was formed in 2000 by Michael Blumenthal and Harvey B.
Alpert for the purpose of acquiring and developing real property
located in Douglas County, Colorado.  HB ALP is a company in which
Mr. Alpert owns a 50% interest.

HB ALP asserted that:

   1. Blumenthal has no authority to file a Chapter 11 petition on
      behalf of the Debtor; and

   2. the petition was filed in bad faith.

                       About Castleview

Castleview, LLC, filed a Chapter 11 petition (Bankr. D. Colo. Case
No. 12-23954) on July 2, 2012, with a plan that intends to pay
creditors in full.  The Debtor disclosed $14.53 million in assets
and $3.21 million in liabilities in its schedules.  The Debtor
owns a 252-acre residential development site located in
Southeastern Castle Rock, Colorado, which property includes 245
residential lots.  The property is worth $10.2 million and secures
a $3.21 million debt. The Debtor is also entitled to bond proceeds
from the Castleview Metropolitan District appraised at $6,248,724.

The Debtor has tapped Weinman & Associates, P.C, as bankruptcy
counsel, and Allen & Vellone, P.C as special counsel.

The U.S. Trustee was unable to form an official committee of
unsecured creditors because an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee if interest developed among
the creditors.


CENTRAL EUROPEAN: Names Russian Alcohol Unit's R. Lee as New CFO
----------------------------------------------------------------
Central European Distribution Corporation announced that Ryan Lee,
age 44, was appointed Chief Financial Officer of CEDC by the CEDC
Board of Directors.  Prior to his appointment, Mr. Lee served as
Chief Financial Officer of Russian Alcohol Group, a CEDC
subsidiary, from April 2012.  Mr. Lee has over 23 years of
international work experience including 13 years in Russia, 5
years in Switzerland, and 2 years in each of the UK and the
Netherlands.  From November 2008 to March 2012, Mr. Lee worked for
Eldorado as Vice President Finance.  From November 1999 to
November 2008, Mr. Lee worked for Japan Tobacco International,
Geneva, as Vice President Finance, Business Service Centres &
Integration, Vice President Finance, Financial Planning &
Analysis, and Vice President Corporate Tax, and for Japan Tobacco
International, Russia as Chief Financial Officer, Vice President
Finance and Financial Controller.  From August 1989 to October
1999, Mr. Lee held accounting, finance and commercial positions at
Unilever PLC and its group subsidiaries.  Mr. Lee graduated in
1990 from the University of Wales Cardiff with a BA joint honors
in Law and Italian, and has been a Chartered Accountant since
1992.

CEDC also announced on Jan. 22, 2013, that Bartosz Kolacinski
agreed to resume his position as Deputy Chief Financial Officer of
CEDC.  Mr. Kolacinski had been serving as Interim Chief Financial
Officer of CEDC since September 2012.

                            About CEDC

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

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

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

                             Liquidity

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

                           *     *     *

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

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

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

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


CEREPLAST INC: Inks Forbearance Agreement with Sr. Noteholders
--------------------------------------------------------------
Cereplast, Inc., entered into a payment agreement dated Jan. 15,
2013, with Magna Group, LLC, and the holders of the Company's 7%
Convertible Senior Subordinated Notes issued by the Company in the
aggregate principal face amount of $12,500,000 pursuant to the
Indenture dated as of May 24, 2011, to provide for payment of
interest on the Notes which was due on June 1, 2012, and Dec. 1,
2012.  The payment agreement also provides for payment of interest
which will be due on June 1, 2013.  Payments in the agreement will
be made by Magna to the Holders in tranches.

In connection with the execution of the payment agreement, the
holders waived the event of default and agreed to forbear from
exercising their rights and remedies under the Indenture with
respect to the Company's failure to make interest payments that
were due on June 1, 2012, and Dec. 1, 2012.

                          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.


CHARLIE N MCGLAMRY: Feb. 12 Plan Confirmation Hearing to Proceed
----------------------------------------------------------------
The Hon. James P. Smith of the U.S. Bankruptcy Court for the
Middle District of Georgia denied Synovus Bank's motion continuing
the Feb. 12 and 13 hearings to consider confirmation of Charlie N.
McGlamry, et al.'s Chapter 11 Plan.

In this relation, the Court extended until Feb. 8, Synovus Bank's
time to file an objection to confirmation of the Debtor's Plan.

As reported in the TCR on Dec. 5, 2012, Mr. McGlamry's Plan, as
amended, provides for the creation of a liquidating trust and
appointment of a plan trustee to liquidate the remaining assets
and distribute the proceeds to creditors.  The Debtor has selected
Ward Stone, Esq., as the plan trustee.

The Debtor owes Synovus Bank on a $5.559 million loan secured by
74 acres of undeveloped commercial property at the intersection of
Russell Parkway and Corder Road in Houston County, Georgia.  The
Debtor will convey his right to the property in full satisfaction
of the secured claim.

The Debtor has an unsecured debt of $4.5 million on an obligation
relating to his interest in a non-Debtor entity known as Oaky
Timberlands, LLC.  In addition, the Debtor owes $20 million to
unsecured creditors on account of a personal guarantee of the
indebtedness of his affiliated companies.  The unsecured creditors
will share pro rata with Synovus in the proceeds from the
liquidating trust.

A copy of the First Amended Plan Outline is available for free at
http://bankrupt.com/misc/CHARLIE_N_MCGLAMRY_ds_1amended.pdf

                     About Charlie N. McGlamry

Centerville, Georgia-based real estate developer Charlie N.
McGlamry filed a petition for Chapter 11 protection, along with
his 14 companies, in Macon, Georgia on May 9, 2012.

Over the past 44 years, Mr. McGlamry has managed to successfully
develop numerous real estate developments in and around Houston
County, Georgia.  Mr. McGlamry continues to operate his real
estate development business through sole proprietorship McGlamry
Properties -- http://www.mcglamryproperties.com-- and USA Land
Development Inc.  Mr. McGlamry individually owns, through his sole
proprietorship, approximately, 74 acres of undeveloped commercial
property at the intersection of Russell Parkway and Corder Road in
Houston County, Georgia.  Mr. McGlamry established a number of
single member limited liability companies and sole shareholder
corporations to own and develop specific tracts of land.

Mr. McGlamry and his affiliated companies sought joint
administration of their Chapter 11 cases and have Mr. McGlamry's
as the lead case (Bankr. M.D. Ga. Case No. 12-51197).  Judge James
P. Smith oversees the case.

Cohen Pollock Merlin & Small, PC, serves as the Debtors' Chapter
11 counsel.  Nichols, Cauley & Associates, LLC, serves as their
accountant.

Mr. McGlamry, as sole shareholder or member, signed Chapter 11
petitions for USA Land Development (Case No. 12-51198); Barrington
Hall Development Corp. (12-51199); Bear Branch LLC; By-
Pass/Courthouse LLC (12-51201); Chinaberry Place, LLC (12-51202);
Eagle Springs LLC (12-51203); Elmdale Development, LLC (12-51204);
Gurr/Kings Chapel Road, LLC (12-51205); Jaros Development LLC
(12-51206); Lake Joy Development, LLC (12-51207); Old Hawkinsville
Road, LLC (12-51208); South Houston Development, LLC (12-51209);
The Villages at Nunn Farms, LLC (12-51210); and Houston-Peach
Investments LLC (12-51212).

Mr. McGlamry disclosed $19,745,079 in assets and $92,637,998 in
liabilities as of the Chapter 11 filing.  The Debtors tapped Cohen
Pollock Merlin & Small, PC, as bankruptcy counsel.


CHEF SOLUTIONS: Feb. 5 Hearing on Closing of Chapter 11 Case
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Feb. 5, 2013, at 4 p.m., to consider Food
Processing Liquidation Holdings, LLC's request for entry of a
final decree closing the Debtor's Chapter 11 case.  Objections, if
any, are due Jan. 25, at 4 p.m.

According to the Debtor, the Court confirmed and approved the
Joint Plan of Liquidation dated Feb. 13, 2012.  The effective date
of the Plan occurred on May 7, 2012.  On July 11, 2012, the Court
entered an order closing each of the Chapter 11 cases with the
exception of the Debtor's case.

                       About Chef Solutions

Chef Solutions, through subsidiary Orval Kent Food, was the second
largest manufacturer in North America of fresh prepared foods for
retail, food service and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011.  Debtor Orval
Kent Food Company disclosed $82,902,336 in assets and $126,085,311
in liabilities in its schedules.

The Debtor was renamed to Food Processing Liquidation Holdings
LLC, following the sale of most of the assets to RMJV, L.P., a
joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc.  In addition to debt assumption, the price
included $35.9 million in cash to pay off secured debt plus a
$25.3 million credit bid.

The Debtors entered into an asset purchase agreement with RMJV on
the Petition Date.  On Nov. 15, 2011, the Court approved the APA
and the sale, and on Nov. 21, the sale closed.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PricewaterhouseCoopers
serves as financial advisor.

Lowenstein Sandler PC and Polsinelli Shughart serve as counsel to
the creditors' committee appointed in the case.  Mesirow Financial
Consulting, LLC, is the financial advisor.


CLUB AT SHENANDOAH: Wants Access to Cash Collateral Until Feb. 28
-----------------------------------------------------------------
The Club At Shenandoah Springs Village, Inc., asks the U.S.
Bankruptcy Court for the Central District of California to enter
interim and final orders authorizing it to use cash collateral of
General Electric Capital Corporation, to pay ordinary and
necessary expenses, until Feb. 28, 2013.

As adequate protection, the Debtor will grant GE  replacement
liens in the Debtor's postpetition assets and proceeds.

In May 2007, in connection with the Debtor's acquisition of a real
property located in Thousand Palms, California, the Debtor
obtained from GE the principal amount of $15,000,000 under a note
secured by the property.  The property is improved with a golf
course.

In its objection, GE says it's owed $11.2 million under the note
as of Dec. 1, 2012.  GE asks the Court to limit the Debtor's
initial use of its cash collateral to 30 days and prohibit the
Debtor from using cash collateral to pay attorneys' fees or fees
associated with the Office of the United States Trustee, citing:

   1. The Debtor has failed to show that GE will be adequately
      protected for the next three months.

   2. The Debtor seeks permission to pay legal fees (totaling
      $75,000) with a single line item in its proposed budget.

The Club At Shenandoah Springs Village Inc. owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over thee case.  Daniel A. Lev, Esq., at Sulmeyerkupetz,
represents the Debtor.


CLUB AT SHENANDOAH: Hiring SulmeyerKupetz as Counsel
----------------------------------------------------
The Club At Shenandoah Springs Village Inc. asks the U.S.
Bankruptcy Court for the Central District of California for
authorization to employ SulmeyerKupetz as its general bankruptcy
counsel effective as of the Petition Date.

SK will provide legal services that will be required to prosecute
its Chapter 11 case.  The attorneys of the firm currently expected
to principally responsible for this engagement and their
respective hourly rates effective as of Jan. 1, 2012, are:

     Daniel A. Lev., Esq.           $575
     Jeffrey M. Pomerance, Esq.     $500
     Steven M. Werth, Esq.          $460

To the best of the Debtor's knowledge, the firm and its partners,
of counsel, and associates are "disinterested persons" as that
term is defined and used in Sections 101(14) and 327 of the
Bankruptcy Code.

The Club At Shenandoah Springs Village Inc. owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over thee case.


COLLEGE OF NEW ROCHELLE: Moody's Cuts Rating on Bonds to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has downgraded the College of New
Rochelle's (CNR) rating to Ba1 from Baa3 on the Series 1999 and
2008 bonds. The rating outlook is negative.

Summary Rating Rationale

The downgrade of the College of New Rochelle's rating to Ba1 with
a negative outlook is based on persistent enrollment declines and
a challenged student market position, steep enrollment decline in
fall 2012, weakening operating performance and thin debt service
coverage. The rating also incorporates the college's high
leverage, extremely thin unrestricted liquidity, insufficient
liquidity to cover its variable rate demand debt, heavy use of
operating lines and a modest balance sheet. Given the significant
challenges faced by the college, the Ba1 rating is based Moody's
expectation that the college's relatively new president and
leadership team will stabilize enrollment and improve the
college's frail financial position longer term.

CHALLENGES

* Very low unrestricted monthly liquidity of $12.7 million
   providing just 25.6% coverage of demand debt and just 78
   monthly days of cash on hand. Excluding $10.5 million of
   operating lines, monthly liquidity would be only $2.2 million.

* Debt structure risks, particularly in light of thin liquidity,
   with a high amount of variable rate demand debt (before
   swaps), a letter of credit (LOC) that contains financial
   covenants and exposes the college to remarketing and liquidity
   facility renewal risk. The LOC expires on August 6, 2013 and
   inability to secure a liquidity facility or a failed
   remarketing could result in a more rapid deterioration of
   CNR's credit profile.

* Steep enrollment declines evidenced by a 21% decline in full-
   time equivalent (FTE) enrollment from fall 2008 to 3,649 FTE
   students in fall 2012. The 5.5% total enrollment decline in
   fall 2012 from the prior fall was concentrated in the
   college's adult education and workforce learning school, which
   constitutes the college's largest school by credit hours and
   revenue.

* High dependence on student charges (88% in FY 2012), coupled
   with significant reliance on state and federal student aid
   programs, which are increasingly vulnerable to cuts and
   changes in eligibility requirements.

* Pressure on net tuition revenue and growing expenses have led
   to weaker operating performance and debt service coverage. In
   FY 2012, the operating cash flow margin was thin at 4.7%,
   leading to just 0.66 times debt service coverage in FY 2012.

* Low expendable financial resource coverage of debt and
   operations. Expendable financial resources of $17.0 million in
   FY 2012 provided thin coverage to debt and operations of 0.25
   times and 0.28 times, respectively.

STRENGTHS

* Continued growth in net tuition per student. While net tuition
   per student is modest, it has grown 42% over the past five
   years to $12,062 in FY 2012 from FY 2008. Management projects
   another year of growth in FY 2013 based on current enrollment.

* Implementation of a strategic plan by a relatively new senior
   leadership team, recent realignment of enrollment and student
   services departments, and addition of new resources to rebuild
   enrollment across the college and increase fundraising.

* Flexible expense base allows the college to adapt to changing
   economic and student market conditions, as most of the faculty
   in the School of New Resources (the college's largest school)
   and the Graduate School hold adjunct appointments, which
   allows for expansion and contraction of faculty.

* No additional near-term borrowing plans.

OUTLOOK

The negative outlook reflects Moody's expectations that the
college will continue to face a highly competitive student market
and challenging market position, as well as continued reliance on
bank lines and thin liquidity that could pressure the rating in
the next 12-18 months should enrollment continue to decline or
cash flow and debt service coverage or liquid resources weaken.
The negative outlook also reflects debt structure risks, including
renewal or replacement of the letter of credit expiring on August
6, 2013 and incorporates the uncertainty about the impact of
federal budget negotiations on federal funding given the college's
high reliance on federal financial aid.

WHAT COULD CHANGE THE RATING UP

Unlikely given the negative outlook. Any upgrade would be driven
by substantial growth in unrestricted liquidity and financial
resources; stabilization of enrollment; improved operating
performance and stronger debt service coverage; sufficient
liquidity to fully cover variable rate demand debt

WHAT COULD CHANGE THE RATING DOWN

Inability to renew or replace letter of credit or more onerous
covenants in bank documents; violation of covenants or
acceleration of debt; inability to stabilize enrollment or right
size the expense commensurate with enrollment declines; declines
in net tuition per student; weakening of operating performance or
cash flow and debt service coverage; erosion or encumbrance of
financial resources unrestricted liquidity; additional debt
issuance without commensurate growth in financial resources

PRINCIPAL RATING METHODOLOGY

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


COMMUNITY FINANCIAL: Has 19.6-Mil. Shares Resale Prospectus
-----------------------------------------------------------
Community Financial Shares, Inc., filed a Form S-1 registration
statement relating to the offer and sale of up to 19,684,700
shares of the Company's common stock by SBAV LP, Ithan Creek
Investors USB, LLC, Fullerton Capital Partners LP, et al.  A copy
of the prospectus is available for free at http://is.gd/DRlFk6

                     About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $334.17
million in total assets, $328.69 million in total liabilities and
$5.48 million in total shareholders' equity.


CONDOR DEVELOPMENT: Relief of Stay Hearing Continued Until Feb. 8
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the western District of Washington
continued until Feb. 8, 2013, at 9:30 a.m., the hearing to
consider EastWest Bank's motion for relief from the automatic stay
in the Chapter 11 case of Condor Development LLC.

On Nov. 15, 2005, Condor executed a promissory note in favor of
Washington First International Bank in the principal amount of
$865,000.  EastWest is a successor-in-interest to the note.  The
Note is secured by Condor's interest in real property located at
19266 28th Ave South, SeaTac, Washington.

Condor is in default under the Note for failure to pay all
outstanding indebtedness under the Note by March 31, 2012.  The
debt as of the petition date totals $785,957.39.

On Jan. 29, 2009, Condor executed a promissory note in favor of
WFIB in the principal amount of $6,850,000.  The amount of debt
owed to the Lender under the Second Note as of the petition date
is $8,275,039.  The Second Note is secured by the Debtors'
interest in the Comfort Inn property located at 19260 28th Ave
South and 19333 International Boulevard, also in SeaTac.

                        About Condor Development

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at SeaTac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012.  The Debtor
disclosed $15,501,088 in assets and $10,409,935 in liabilities as
of the Chapter 11 filing.

Vortman & Feinstein and Larry B. Feinstein initially represented
the Debtors as counsel.  They later withdrew from the case and
were replaced by Lane Powell PC.


CORD BLOOD: John M. Fife, St. George Have 9.9% Equity Stake
-----------------------------------------------------------
St. George Investments, LLC, Fife Trading, Inc., and John M. Fife
filed with the U.S. Securities and Exchange Commission an amended
Schedule 13G.

Mr. Fife is the sole member of St. George and the president and
sole shareholder of Fife Trading, Inc.  St. George had rights to
convert a note into, and to exercise a warrant to purchase, an
aggregate number of shares of the Company's common stock which,
except for a contractual 9.99% cap on the amount of outstanding
shares of the Company's common stock that St. George may own,
would exceed the cap.  Thus, the number of shares of the Company's
common stock beneficially owned by St. George as of Jan. 22, 2013,
was 24,749,937 shares, which is 9.99% of the 249,999,364 shares
that were outstanding on that date (as reported in the Company's
Form 10-Q filed on Nov. 14, 2012).

The reporting persons previously reported beneficial ownership of
6,808,881 common shares as of March 10, 2011.

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

                        http://is.gd/Y1lfRY

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

After auditing the 2011 results, Rose, Snyder & Jacobs, LLP, in
Encino, California, expressed substantial doubt substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
recurring operating losses, continues to consume cash in operating
activities, and has insufficient working capital and an
accumulated deficit at Dec. 31, 2011.

Cord Blood reported a net loss attributable to the Company of
$5.97 million in 2011, compared with a net loss attributable
to the Company of $8.09 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $7.31
million in total assets, $6 million in total liabilities and $1.31
million in total stockholders' equity.


CSD LLC: Wayne Newton Wants to Float Plan for Bankrupt Developer
----------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that singer Wayne
Newton and his wife said Tuesday that they should get a chance to
propose a reorganization plan for a developer who bought his Las
Vegas mansion for $20 million with hopes of converting it into a
museum, arguing the developer admits it will liquidate.

CSD LLC, which filed for bankruptcy in October after it became
bogged down in litigation with the entertainer and ran into
financial troubles, shouldn't get more time to file a
reorganization plan because it has no viable options, Newton said,
according to the report.

                          About CSD LLC

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Taps Adler Law as Collection Attorneys
-------------------------------------------------------
Dewey & Leboeuf LLP asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Adler Law
Firm as collection attorneys, to assist with the collection of
accounts receivable, primarily in California and Washington D.C.

Adler will render collection services to the Debtor, which may
include, but are not limited to:

   a) investigation of each claim;

   b) determination of responsible or additional parties;

   c) provisional selection, vetting, hiring (subject to
      Bankruptcy Court approval) and supervision of out of area
      counsel;

   d) preparation and filing of required notices, pleadings and
      papers;

   e) application for provisional remedies when appropriate.

The Debtor proposes to pay Adler:

    * 12% of the gross recovery in the event the recovery is
      solely the result of sending a demand letter and the claim
      is $150,000 or less;

    * 10% of the gross recovery in the event the recovery is
      solely the result of sending a demand letter and the claim
      is more than $150,000, but less than $500,000; and

    * 5% of the gross recovery in the event the recovery is solely
      the result of sending a demand letter and the claim is more
      than $500,000.

For all non-routine matters, the Debtor proposes to pay Adler 35%
of the gross recovery, plus reimbursement of Adler's costs and
expenses.

To the best of the Debtor's knowledge, Adler does not hold or
represent any interest adverse to the Debtor or its estate with
respect to the matters as to which Adler is to be employed.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Taps Yoon & Kim as New York Collection Counsel
---------------------------------------------------------------
Dewey & Leboeuf LLP asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Yoon & Kim
LLP as special collections counsel to prosecute past due
receivables relating to the collection of A/R, primarily in New
York, on a contingency fee basis.

The Debtor says that approximately 78% of outstanding A/R is owed
by former clients of the Debtor's former offices located in New
York.

Y&K will render professional services to the Debtor, which may
include, but are not limited to:

   -- investigation of a claim;

   -- determination of responsible or additional parties;

   -- preparation and filing of required notices, pleadings and
      papers;

   -- application for provisional remedies when appropriate;

   -- prosecution of a claim to judgment; and

   -- negotiation with opponent regarding settlement.

The Debtor proposes to pay Y&K:

   * For matters with an outstanding legal fee owed to the Debtor
     in amount equal to or less than $100,000:

      (a) 15% of the gross recovery for each matter resolved prior
          to the filing or service of any initial litigation,
          arbitration or mediation document;

      (b) 22.5% of the gross recovery for each matter resolved
          subsequent to the filing or service of any initial
          litigation, arbitration or mediation document, including
          but not limited to the service of a "Notice to
          Arbitrate: under Part 137 of the Rules of the Chief
          Administrator, the filing of a Summons and Complaint,
          and the filing of Claim of Arbitration, but prior to the
          filing by the Former Client of any responsive
          litigation, arbitration or mediation document or
          pleading;

      (c) 32.5% of the gross recovery for each matter resolved
          subsequent to the filing by the Former Client of any
          responsive litigation, arbitration or mediation document
          or pleading, including but not limited to the filing by
          the Former Client of a "Client Request for Fee
          Arbitration" under Part 137 of the Rules of the Chief
          Administrator, the filing of an Answer or Motion, and
          the filing of a Response to a Claim for Arbitration;

      (d) 32.5% of the gross recovery of a matter resolved through
          default judgment as a result of a Former Client's
          default in any litigation or arbitration matter.

   * For matters with an outstanding legal fee owed to the Debtor
     in an amount greater than $100,000 and equal to or less than
     $500,000:

      (1) 12.5% of the gross recovery for each matter resolved
          prior to the filing or service of any initial
          litigation, arbitration or mediation document;

      (2) 20% of the gross recovery for each matter resolved
          subsequent to the filing or service of any initial
          litigation, arbitration or mediation document, including
          but not limited to the service of a "Notice to
          Arbitrate" under Part 137 of the Rules of the Chief
          Administrator, the filing of a Summons and Complaint,
          and the filing of Claim of Arbitration, but prior to the
          filing by the Former Client of any responsive
          litigation, arbitration or mediation document or
          pleading;

      (3) 30% of the gross recovery for each matter resolved
          subsequent to the filing by the Former Client of any
          responsive litigation, arbitration or mediation document
          or pleading, including but not limited to the filing by
          the Former Client of a "Client Request for Fee
          Arbitration" under Part 137 of the Rules of the Chief
          Administrator, the filing of an Answer or Motion, and
          the filing of a Response to a Claim for Arbitration;

      (4) 30% of the gross recovery of a matter resolved through
          default judgment as a result of a Former Client's
          default in any litigation or arbitration matter.

   * For matters with an outstanding legal fee owed to the Debtor
     in an amount greater than $500,000 and equal to or less than
     $1,000,000:

      (a) 10% of the gross recovery for each matter resolved prior
          to the filing or service of any initial litigation,
          arbitration or mediation document;

      (b) 17.5% of the gross recovery for each matter resolved
          subsequent to the filing or service of any initial
          litigation, arbitration or mediation document, including
          but not limited to the service of a "Notice to
          Arbitrate" under Part 137 of the Rules of the Chief
          Administrator, the filing of a Summons and Complaint,
          and the filing of Claim of Arbitration, but prior to the
          filing by the Former Client of any responsive
          litigation, arbitration or mediation document or
          pleading;

      (c) 25% of the gross recovery for each matter resolved
          subsequent to the filing by the Former Client of any
          responsive litigation, arbitration or mediation document
          or pleading, including but not limited to the filing by
          the Former Client of a "Client Request for Fee
          Arbitration" under Part 137 of the Rules of the Chief
          Administrator, the filing of an Answer or Motion, and
          the filing of a Response to a Claim for Arbitration;

      (d) 25% of the gross recovery of a matter resolved through
          default judgment as a result of a Former Client's
          default in any litigation or arbitration matter.

   * For matters with an outstanding legal fee owed [including
     disbursements] to the Debtor in an amount greater than
     $1,000,000:

      (w) 7.5% of the gross recovery for each matter resolved
          prior to the filing or service of any initial
          litigation, arbitration or mediation document;

      (x) 15% of the gross recovery for each matter resolved
          subsequent to the filing or service of any initial
          litigation, arbitration or mediation document, including
          but not limited to the service of a "Notice to
          Arbitrate" under Part 137 of the Rules of the Chief
          Administrator, the filing of a Summons and Complaint,
          and the filing of Claim of Arbitration, but prior to the
          filing by the Former Client of any responsive
          litigation, arbitration or mediation document or
          pleading;

      (c) 22.5% of the gross recovery for each matter resolved
          subsequent to the filing by the Former Client of any
          responsive litigation, arbitration or mediation document
          or pleading, including but not limited to the filing by
          the Former Client of a "Client Request for Fee
          Arbitration" under Part 137 of the Rules of the Chief
          Administrator, the filing of an Answer or Motion, and
          the filing of a Response to a Claim for Arbitration;

      (d) 22.5% of the gross recovery of a matter resolved through
          default judgment as a result of a Former Client's
          default in any litigation or arbitration matter.

To the best of the Debtor's knowledge, Y&K does not hold or
represent any interest adverse to the Debtor or its estate with
respect to the matters as to which Y&K is to be employed.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Kasowitz Defends $1.2-Mil. Fees Request
---------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that Kasowitz Benson
Torres & Friedman LLP asked a New York bankruptcy court Wednesday
to approve $1.2 million in fees for representing the official
committee of former partners in Dewey & LeBoeuf LLP's bankruptcy,
saying the charges are proper and should be allowed despite the
U.S. trustee's objections.  In particular, the U.S. Trustee
opposed part of a $677,000 charge that Kasowitz had charged in
part for its effort to appoint a bankruptcy examiner in the case,
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 ANGEL: Disputes Allflex's Claim for Defective Chips
-----------------------------------------------------------
Under the terms of the Stock Purchase Agreement related to the
sale of 100% of the outstanding capital stock of Destron Fearing
Corporation between Allflex USA, Inc., and Digital Angel
Corporation, $2.5 million of the purchase price payable to the
Company was placed in an escrow fund, from which $59,275 was
previously released to Allflex to cover certain agreed expenses,
leaving a current balance of approximately $2.44 million remaining
in escrow.  The escrow agreement provides for a Jan. 22, 2013,
release of funds.

On Jan. 17, 2013, the Company received a formal updated notice of
a claim under the purchase agreement from Allflex alleging that
certain implantable chips supplied to an overseas customer were
defective and stating that Allflex's claim against the funds held
in escrow is $2.453 million.  The Company believes that Allflex's
claims are not recoverable from the escrow pursuant to the terms
of the purchase agreement and therefore intends to vigorously
dispute this claim.

                        About Digital Angel

Headquartered in New London, Connecticut, Digital Angel
Corporation has two business segments, Digital Games and Signature
Communications.  Digital Games designs, develops and plans to
publish consumer applications and mobile games for tablets,
smartphones and other mobile devices.  Signature Communications is
a distributor of two-way communications equipment in the U.K.
Products offered range from conventional radio systems used by the
majority of SigComm's customers, for example, for safety and
security uses and construction and manufacturing site monitoring,
to trunked radio systems for large scale users, such as local
authorities and public utilities.

The Company's balance sheet at Sept. 30, 2012, showed $5.7 million
in total assets, $7.5 million in total liabilities, and a
stockholders' deficit of $1.8 million.

The Company said in its quarterly report for the period ended
Sept. 30, 2012, "Our historical sources of liquidity have included
proceeds from the sale of businesses, the sale of common stock and
preferred shares and proceeds from the issuance of debt.  In
addition to these sources, other sources of liquidity may include
the raising of capital through additional private placements or
public offerings of debt or equity securities, as well as joint
ventures.  However, going forward some of these sources may not be
available, or if available, they may not be on favorable terms.
In addition, our factoring line may also be amended or terminated
at any time by the lender with six months' notice.  These
conditions indicate that there is substantial doubt about our
ability to continue operations as a going concern, as we may be
unable to generate the funds necessary to pay our obligations in
the ordinary course of business."


DISH NETWORK: Fitch Affirms 'BB-' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings affirms the 'BB-' Issuer Default Rating (IDR)
assigned to DISH Network Corporation and its wholly owned
subsidiary DISH DBS Corporation.  Fitch has also affirmed the
'BB-' rating assigned to the senior unsecured notes issued by
DDBS. The Rating Outlook for all of DISH's ratings remains
Negative. DISH had approximately $10.4 billion of debt outstanding
as of Sept. 30, 2012.

Key Rating Drivers

The key rating factors reflected by the ratings include:

-- Weakening credit protection metrics;
-- Lack of visibility and elevated event risks related to DISH's
    wireless strategy;
-- Strong liquidity and free cash flow generation;
-- Inconsistent operating results.

DISH's credit profile has weakened considerably during the course
of 2012 due to inconsistent operating performance and elevating
debt levels, which together with the uncertainty related to the
company's yet articulated wireless strategy, limits the company's
financial flexibility at the current ratings level. On a pro forma
basis, total debt outstanding as of Sept. 30, 2012 increased
nearly 59% relative to year-end 2011 levels to approximately $11.9
billion. DISH's leverage increased to 3.8x on a pro forma basis as
of Sept. 30, 2012 calculated on a last 12 month (LTM) basis. The
cash proceeds from the company's incremental debt issuances have
largely remained on its balance sheet purportedly to support
DISH's wireless strategy.

The Negative Outlook encompasses the lack of visibility as well as
the potential capital and execution risks associated with DISH's
wireless strategy. The economic viability of the strategy is
questionable given the presence of strong entrenched market
participants particularly if DISH's wireless offering fails to
provide any meaningful service differentiation from established
competitive offerings. Fitch acknowledges that a wireless network
can potentially provide DISH with further strategic flexibility
and enable the company to diversify its business and capture
incremental revenue and cash flow growth.

Event risks are elevated as the company contemplates additional
acquisitions of spectrum or assets to support the wireless
strategy. To that end, the evolution of DISH's wireless strategy
took a step forward as evidenced by the company's proposal to
enter into a multi-faceted, complicated series of agreements with
Clearwire Corporation. Fitch Ratings believes the proposed
transaction is a positive development for DISH, but could also
pressure its current ratings.

If the bid for Clearwire is successful, DISH would secure a
potential partner to build and deploy a wireless network. DISH had
previously signaled its preference to participate in a network
infrastructure sharing arrangement to enter into the wireless
market as opposed to deploying a greenfield wireless network.
However, recent consolidation, investments and spectrum
acquisitions within the wireless sector has reduced the number of
potential entities DISH can partner with to deploy its wireless
network creating an urgency to establish a partnership with
Clearwire. In accordance with the terms of DISH's proposal, DISH
would acquire, among other things, approximately 24% of
Clearwire's wireless spectrum for $2.2 billion and a minimum of
25% of Clearwire's outstanding common stock.

DISH secured FCC approval to use 40 MHz of S-band wireless
spectrum (now designated as the AWS - 4 band). The FCC order
includes power limitations on a portion of DISH's uplink spectrum
and requires DISH to tolerate potential interference from adjacent
wireless spectrum. The order requires DISH to provide reliable
signal coverage and terrestrial service to 40% of its total AWS -
4 population within four years. The final build-out milestone
requires signal coverage and service to 70% of population in each
of its license areas within seven years. If DISH fails to meet the
interim build-out requirement, the final build-out requirement
will be accelerated from seven years to six years. Furthermore, if
the final build-out requirement is not satisfied, DISH's license
for each economic area not in compliance with the final build-out
requirement will terminate automatically.

The company's liquidity position is strong and supported by cash
and marketable securities on hand and expected free cash flow
generation. Cash marketable security balances, pro forma for the
$1.5 billion senior note issuance during December 2012, increase
to approximately $7.9 billion. Fitch notes that the company used
approximately $700 million in cash to settle litigation and $450
million to fund a $1 per share special dividend. The company also
benefits from a favorable maturity schedule, as the next scheduled
maturity is in 2013 totaling $500 million followed by $1 billion
during 2014. Fitch notes, however, that the company does not
maintain a revolver, which increases DISH's reliance on capital
market access to refinance current maturities, elevating the
refinancing risk within the company's credit profile. The risk is
offset by the company's consistent access to capital markets and
strong execution.

DISH generated nearly $857 million of free cash flow (defined as
cash flow from operations less capital expenditures and dividends)
during the LTM ended Sept. 30, 2012. Fitch expects capital
intensity will be relatively consistent over the near term and
that capital expenditures will continue to focus on subscriber
retention and capitalized subscriber premises equipment. Absent
further investment in a wireless network or other strategic
initiative, Fitch anticipates that DISH will continue generating
nearly $1 billion of annual free cash flow during the current
ratings horizon while incorporating higher levels of cash taxes.

Fitch believes the company's overall credit profile has limited
capacity to accommodate DISH's inconsistent operating performance.
While subscriber metrics remain weak, they have stabilized
somewhat when compared to 2011 results. However, DISH struggles to
increase service ARPUs as the company elected not to take a price
increase during 2012. This decision combined with higher
programming and subscriber acquisition costs has had a dramatic
effect on the company's operating margins and EBITDA generation.
These factors contributed to an 18.7% year-over-year decline in
DISH's third-quarter EBITDA. EBITDA margin during the current
period fell 400 basis points compared to the third quarter of last
year, to 19.9%.

Additional rating concerns center on DISH's ability to adapt to
the evolving competitive landscape, DISH's lack of revenue
diversity and narrow product offering relative to its cable MSO
and telephone company video competition, and an operating profile
and competitive position that continue to lag behind its peer
group. DISH's current operating profile is focused on its maturing
video service offering and lacks growth opportunities relative to
its competition.

Rating Triggers

Revision of the Outlook to Stable at the current rating level can
occur as the company demonstrates that it can execute its wireless
strategy in a credit-neutral manner. In addition operating
metrics, in particular subscriber additions, ARPU growth and
EBITDA margins will need to begin to trend positive.

Fitch believes negative rating action will likely coincide with
the company's decision to execute a wireless strategy, or other
discretionary management decisions that weaken its ability to
generate free cash flow, erode operating margins, and increase
leverage higher than 5x without a clear strategy to de-lever the
company's balance sheet.

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

DISH Network Corporation
--IDR at 'BB-'.

DISH DBS Corporation
--IDR at 'BB-';
--Senior unsecured notes at 'BB-'.


DUNLAP OIL: Shareholders to Contribute $150,000 to Fund Plan
------------------------------------------------------------
Dunlap Oil Company Inc. and Quail Hollow Inn LLC are seeking to
exit bankruptcy as a going concern pursuant to a joint plan of
reorganization.

According to Plan documents filed in Bankruptcy Court on Dec. 28,
the Debtors propose to fund payments under the Plan through cash
flow generated by the continued operations of the business and/or
through alternate financing obtained from third parties.  The
Debtors anticipate that cash flow generated from the continued
operation of the restructured business operations will increase
and stabilize in the coming months, thereby increasing the cash
flow for the remaining payments under the Plan.

Because initial cash flows are insufficient to fund payments on
the Plan effective date, the Plan provides that holders of equity
interests in Dunlap Oil will contribute $150,000 to fund the Plan.

The Plan groups claims against and equity interests in the Debtors
in five classes.

The Debtors propose to keep certain property and surrender the
others to the secured creditors.  Holders of secured claims will
be satisfied through a combination of the return of collateral to
the secured creditors and a restructured payment of the remaining
balance.

With respect to those properties being retained by the Debtors,
holders of secured tax claims will either be paid in full on the
later of the effective date or the allowance of the claim; or over
a period of five years, with interest.  With respect to those
returned to the secured creditors, those creditors will be
responsible for paying the secured tax claims.

The Plan provides that Compass Bank will have a $5.99 million
secured claim, which will be satisfied through the return of
properties securing those claims with a fair market value of $4.36
million.  The balance of $1.63 million will be paid in monthyly
installments of $9,544 and secured by the Debtors' other
properties.

Compass, however, will have an option to elect to receive a
discounted payoff in a lump sum totaling $3.2 million payable on
the Plan effective date.  If it chooses this option, all claims
held by Compass will be deemed satisfied in full.

The Debtors are funding the bankruptcy proceedings through the use
of cash tied to prepetition secured debt with Compass Bank.  That
debt is now held by Pineda Grantor Trust II, successor-in-interest
to Compass Bank.   On Dec. 14, Pineda entered into a stipulation
that grants the Debtors continued access to the cash collateral in
exchange for the Debtors' provision of additional adequate
protection, including monthly adequate protection payments and the
Debtors' agreement to maintain a level of inventory consistent
with its pre-petition inventory levels.

The Plan also provides that Canyon Community Bank will be allowed
a $6.31 million claim.  Under the Plan, roughly $3.449 million in
properties (at Fair Market Value) will be surrendered to the bank,
and the balance will be satisfied through monthly payments of
$16,500.  The balance will be secured by the Debtors' other
properties.

Canyon may elect another payment option: a lump sum of $4.5
million payable on the effective date of the plan to satisfy all
claims.

The claims of Cox, another secured creditor, will be satisfied
pursuant to an earlier settlement.  Certain properties will be
transferred to Cox and, as a result, Cox will retain and be
allowed an $807,055 claim secured by other properties of the
Debtors.  The remaining claim will be paid in installments.

Unsecured claims will be entitled to semi-annual pro rata share of
the unsecured distribution amount for a period of five years after
the plan effective date.  Unsecured claims of so-called related
parties will be deemed waived, and this group of claimants won't
receive a dime.

Shareholders of Dunlap Oil will keep their equity interests.

Membership interests in QHI will be terminated and are out of the
money.  QHI will be dissolved following the sale or transfer of
the Hotel to Pineda.

                 About Dunlap Oil and Quail Hollow Inn

Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 12-23252 and
12-23256) on Oct. 24, 2012.  Founded in 1958, Dunlap Oil is a
Willcox, Arizona-based operator of 14 gasoline services stations.
QOH owns the 89-room outside corridor Best Western Plus Quail
Hollow hotel in Willcox.  The two companies are owned and operated
by the Dunlap family.

Judge James M. Marlar presides over the case.  John R. Clemency,
Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy, P.A.,
serve as the Debtors' counsel.  Peritus Commercial Finance LLC
serves as financial advisor.

QOH declared assets of at least $1 million and debts exceeding
$10 million.  DOC estimated assets and debts of $10 million to
$50 million.

The petitions were signed by Theodore Dunlap, president.

Ilene J. Lashinsky, the U.S. Trustee for Region 14, has appointed
three creditors to serve on an Official Committee of Unsecured
Creditor for the Chapter 11 bankruptcy case of Dunlap Oil Company.

Pineda Grantor Trust II, successor-in-interest to Compass Bank, is
represented by:

          Steven N. Berger, Esq.
          Bradley D. Pack, Esq.
          ENGELMAN BERGER, P.C.
          3636 North Central Avenue, Suite 700
          Phoenix, AZ 85012
          Tel: (602) 271-9090
          Fax: (602) 222-4999
          Email: dwe@eblawyers.com
                 bdp@eblawyers.com

Attorneys for Canyon Community Bank NA are:

          Jeffrey G. Baxter, Esq.
          Pat P. Lopez III, Esq.
          Rebecca K. O'Brien, Esq.
          RUSING LOPEZ & LIZARDI PLLC
          6363 N. Swan Rd., #151
          Tucson, AZ 85718
          E-mail: jbaxter@rllaz.com
                  plopez@rllaz.com
                  robrien@rllaz.com


DRINKS AMERICAS: Incurs $9 Million Net Loss in Oct. 31 Quarter
--------------------------------------------------------------
Drinks Americas Holdings, Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $9.01 million on $1.93 million of sales for the
three months ended Oct. 31, 2012, compared with a net loss of
$384,203 on $1.27 million of sales for the same period a year ago.

For the six months ended Oct. 31, 2012, the Company reported a net
loss of $9.45 million on $3.22 million of sales, compared with a
net loss of $730,471 on $1.41 million of sales for the same period
during the prior year.

The Company's balance sheet at Oct. 31, 2012, showed $581,780 in
total assets, $15.41 million in total liabilities and a $14.82
million total stockholders' deficit.

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

                        http://is.gd/9RcuMk

                       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.


EASTBRIDGE INVESTMENT: Change of State of Incorporation Okayed
--------------------------------------------------------------
EastBridge Investment Group Corporation held a general shareholder
meeting on Jan. 18, 2013, in its corporate office in Scottsdale,
Arizona.  At the meeting, the stockholders (i) approved a change
in the Company's state of incorporation from Arizona to Delaware
and (ii) approved the Company's Amended and Restated 2011
Incentive Stock Option Plan.

Meanwhile, on Jan. 15, 2012, EastBridge, CBMG Acquisition Limited,
the Company's wholly-owned subsidiary and Cellular Biomedicine
Group Ltd., amended the Agreement and Plan of Merger previously
entered into on Nov. 13, 2012.  Pursuant to Article II, Section
2.2 of the Merger Agreement the parties determined to extend the
Drop Dead Date (as defined in the Merger Agreement) until Jan. 31,
2013.  No additional amendments were made to the Merger Agreement.
A copy of Amendment No. 1 to the Agreement and Plan of Merger is
available at http://is.gd/fyPHz8

                     About EastBridge Investment

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

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

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

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


EASTMAN KODAK: Updated Projections Posted with SEC
--------------------------------------------------
Eastman Kodak Company shared new financial projections to certain
of its creditors and their advisors facilitate discussions
regarding its transformation and progress regarding its goals to
exit bankruptcy as a profitable company. A copy of the
presentation -- http://is.gd/xyn257-- was posted in a regulatory
filing.

The Company said it has made substantial progress towards these
objectives and reshaping itself to capitalize on its competitively
differentiated technologies and capabilities in order to emerge as
a profitable, sustainable, market leading digital technology
company.

                        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: Nixon Peabody Advising on U.S. Labor Matters
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Eastman Kodak Company, et al., to employ Nixon Peabody
LLC as special counsel under a general retainer.

The firm is expected to, among other things:

   -- advise the Debtors with regard to U.S. labor, employment and
      benefit matters and providing general support to the
      Debtors' human resources personnel in Rochester, New York
      and other locations throughout the U.S. where the Debtors
      have employees and defending claims related to such matters
      filed against the Debtors;

   -- advise the Debtors with regard to various specialized U.S.
      environmental law and permitting issues, particularly
      technical advice, regulatory issues with the NY Public
      Service Commission, and support for interactions with State
      and local officials and assisting general bankruptcy counsel
      with issues related to transfers of businesses and assets in
      connection with the Debtors' chapter 11 cases; and

   -- advise the Debtors in connection with various real property
      tax issues related to their ongoing businesses and
      restructuring and coordinating with general bankruptcy
      counsel with respect to such matters.

The hourly rates of Nixon Peabody was redacted from court filings
posted with the ECF.  The Debtor said that Nixon Peabody's hourly
rates have been redacted to preserve the confidentiality of
commercially sensitive information.  Unredacted versions of the
application have been provided to Chambers, the U.S. Trustee,
counsel to the Creditors' Committee, counsel to the Ad Hoc
Committee of Second Lien Noteholders and the Fee Examiner, Richard
Stern, Esq.

                      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.  Alvarez &
Marsal North America, LLC, serves as its financial adviser.

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: Commences Offer to Subscribe Exchange Notes
----------------------------------------------------------
Eastman Kodak Company on Jan. 24 announced the commencement of an
offer to holders of its outstanding 10.625% Senior Secured Notes
due March 15, 2019 (CUSIP Nos. 277461BK4 and U27746AH6) and 9.75%
Senior Secured Notes due March 1, 2018 (CUSIP Nos. 277461BH1 and
U27746AG8) to (i) subscribe for term loans on a pro rata basis in
an amount up to the principal amount of Notes held by each holder,
up to an aggregate amount for all holders together of
$455,000,000, under a new junior secured priming superpriority
debtor-in-possession term loan facility; and (ii) exchange Notes
for up to an aggregate amount of $375,000,000 of junior term loans
(the "Junior Loans") under the Junior DIP Facility.  Holders
participating in the offer will commit to becoming lenders under
the Junior DIP Facility.

New Money Loans will be allocated to each subscribing holder
ratably based on the amount of New Money Loans it subscribes for
over the total amount of New Money Loans subscribed for by all
holders.  Holders may elect to subscribe for New Money Loans in
excess of the principal amount of Notes held by them in the event
the aggregate initial subscription for New Money Loans by holders
is less than $455,000,000.  Additionally, certain holders have
previously committed to fund New Money Loans to the extent the
amount of New Money Loans funded pursuant to the offer is less
than $455,000,000.  Holders subscribing for New Money Loans will
be offered the opportunity to exchange Notes for Junior Loans
under the Junior DIP Facility based on the ratable portion of New
Money Loans such holders fund.

The offer will expire at 5:00 p.m., New York City time, on
February 21, 2013, unless extended or earlier terminated by the
Company in its sole discretion.  The delivery of a validly
executed letter of transmittal by a holder will constitute an
irrevocable offer by such holder to fund New Money Loans and to
exchange Notes for Junior Loans up to the amounts indicated
therein.  Such commitment to participate in the offer may not be
withdrawn, unless otherwise determined by the Company, in its sole
discretion.

The consummation of the offer is subject to the closing of the
Junior DIP Facility, which is subject to several conditions,
including an amendment of the Company's existing DIP facility
becoming effective and the satisfaction of the conditions
precedent under the Junior DIP Facility.  If these conditions are
not satisfied or the Junior DIP Facility otherwise fails to close,
the offer will terminate. Kodak currently expects that, subject to
the satisfaction of the conditions precedent thereto, the Junior
DIP Facility will close on February 28, 2013.  Accordingly, it is
expected that holders participating in the offer will be notified
of their allocated amounts of New Money Loans and Junior Loans by
February 25, 2013, and such holders will be required to fund their
allocated amount of New Money Loans and tender Notes for exchange
on February 26, 2013.

Holders are referred to the offer documents for the complete terms
of the offer.  The offer documents are being distributed to
holders beginning on Jan. 24. Kurtzman Carson Consultants LLC is
the information agent for the offer.  Wilmington Trust, National
Association is the depository agent for the offer.  Questions with
respect to the offer and requests for copies of the offer
documents may be directed to Kurtzman Carson Consultants LLC at
(917) 281-4800 or KodakInfo@kccllc.com

None of Kodak, the information agent, the depository agent, the
administrative agent for the Junior DIP Facility or the Trustee
for the Notes or any of their respective subsidiaries makes any
recommendation in connection with the offer.  Each holder of Notes
must make its own decision as to whether or not to participate in
the offer, and, if so, the amount at which it wishes to
participate.

                        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: Schedules and Statements Due Feb. 14
----------------------------------------------------
Edison Mission Energy and its affiliates are required to submit
their statements of financial affairs, and schedules of assets and
liabilities, current income and expenditures, and executory
contracts unexpired leases by Feb. 14.  The order signed by the
bankruptcy judge extended the Debtor's deadline to file those
documents by 45 days (for a total of 59 days following the
Petition Date).

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor. GCG, Inc., si the claims and notice agent.


EFD LTD: To Seek Case Dismissal at Feb. 4 Hearing
-------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas will
convene a hearing on Feb. 4, 2013, at 1:30 p.m., to consider EFD,
Ltd's motion to dismiss its bankruptcy case.  The Debtor relates
that case dismissal is in the best interest of the creditors
because of the foreclosure sale of the collateral pledged to
Capital Farm Credit, the absence of any significant equity on the
real estate pledged to Dale and Rita Steitle, the lack of any
other material assets, and the limited number of remaining
creditors.

                          About EFD, Ltd.

Austin, Texas-based EFD, Ltd., dba Blanco San Miguel, fdba Blanco
San Miguel, Ltd., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 11-10846) on April 5, 2011.  Eric J.
Taube, Esq., at Hohmann Taube & Summers, LLP, in Austin, Texas,
serves as the Debtor's bankruptcy counsel.  The Company disclosed
$128,207,835 in assets and $30,395,205 in liabilities as of the
Chapter 11 filing.

The Debtor has withdrawn its Plan of Reorganization dated Aug. 12,
2011.  Secured creditor and party-in-interest Capital Farm Credit,
FLCA, asked the Court to deny the confirmation of Debtor's Plan
because the Debtor's Plan violates various provisions of both
sections 1129(a) and 1129(b) of the Bankruptcy Code or other
applicable authority.

The U.S. Trustee has not yet appointed an official committee of
unsecured creditors.  The U.S. Trustee reserves the right to
appoint such a committee should interest developed among the
creditors.


ENERGY FUTURE: Expects $2.2 Billion Net Loss in 2012
----------------------------------------------------
Energy Future Holdings Corp., Energy Future Intermediate Holding
Company LLC and Oncor Electric Delivery Holdings Company LLC
provided selected preliminary unaudited financial data for the
year ended Dec. 31, 2012.

EFH Corp. estimated a net loss of $2.16 billion for the year ended
Dec. 31, 2012, compared with the actual net loss of $1.91 billion
during the prior year.  EFH Corp.'s available liquidity (excluding
Oncor Holdings and its subsidiaries) at Dec. 31, 2012, totaled
$2.8 billion as compared to $2.4 billion at Dec. 31, 2011.

EFIH estimated net income of $331 million for the year ended
Dec. 31, 2012, compared with net income of $417 million during the
prior year.  Oncor Holdings expected net income of $340 million
for 2012 compared with net income $360 million for 2011.

A copy of the Form 8-K is available at http://is.gd/S5w7zn

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$42.73 billion in total assets, $51.90 billion in total
liabilities and a $9.16 billion total deficit.

                           *     *     *

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.

As reported by the TCR on Dec. 7, 2012,  Fitch Ratings has lowered
the Issuer Default Rating (IDR) of EFH to 'Restricted Default'
(RD) from 'CC'.  Fitch Ratings has deemed the recently concluded
exchange offer to exchange a portion of the LBO notes and legacy
notes at Energy Future Holdings Corp (EFH) for new 11.25%/12.25%
senior toggle notes due 2018 at Energy Future Intermediate Holding
Company LLC (EFIH) as a distressed debt exchange (DDE).

In the Dec. 28, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit ratings on EFIH,
TCEH, and EFCH to 'CC' from 'CCC'.

"We lowered to 'CC' from 'CCC' our corporate credit rating on EFH
subsidiary EFCH. EFCH guarantees TCEH's senior secured debt (which
includes the revolver) and so falls to 'CC' along with TCEH," S&P
said.


EPICEPT CORP: Sabby Healthcare Discloses 9.9% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Sabby Healthcare Volatility Master Fund, Ltd., Sabby
Management, LLC, and Hal Mintz disclosed that, as of Sept. 24,
2012, they beneficially own 8,324,714 shares of common stock of
EpiCept Corporation representing 9.9% of the shares outstanding.
A copy of the filing is available at http://is.gd/rdvTZm

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany,
New Jersey, noted that the Company's recurring losses from
operations and stockholders' deficit raise substantial doubt about
its ability to continue as a going concern.

Epicept reported a net loss of $15.65 million in 2011, a net loss
of $15.53 million in 2010, and a net loss of $38.81 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed $2.86
million in total assets, $16.03 million in total liabilities and a
$13.16 million in total stockholders' deficit.


FIRST PLACE: Keefe Bruyette Approved as Investment Banker
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
First Place Financial Corp. to employ Keefe, Bruyette & Woods,
Inc., as investment banker.

Keefe Bruyette is expected to, among other things:

   -- assist the Debtor with identifying and contacting
      prospective Bank purchasers;

   -- assist and advise the Debtor in considering the desirability
      of any proposed bank sale and the definitive financial terms
      thereof; and

   -- assist the Debtor in devising a strategy for negotiating
      with prospective bank purchasers.

KBW will be entitled to receive:

    * a contingent transaction fee equal to the greater of: (i)
      $2,500,000 or (ii) 0.12% of the aggregate consideration
      provided to First Place and its subsidiaries in connection
      with a contemplated sale transaction, provided that, the
      sale fee for a sale to a single purchaser of the Debtor's
      100% interest in First Place Bank will be capped at
      $2,500,000; and

    * reimbursement of all reasonable, out-of-pocket expenses in
      an amount not to exceed $100,000 in the aggregate;

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

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place bank
subsidiary isn't in bankruptcy.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to
Talmer Bancorp, Inc., absent higher and better offers.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel, and FTI Consulting, Inc., as financial advisor.
Donlin, Recano & Company, Inc. -- http://www.donlinrecano.com/--
is the claims and notice agent.

The Official Committee of Trust Preferred Securities tapped to
retain Kirkland & Ellis as counsel; Klehr Harrison Harvey
Branzburg as co-counsel; Holdco Advisors as financial advisor; and
Rothschild as investment banker and financial advisor.


FREESEAS INC: Issues 1.7 Million Common Shares to Hanover
---------------------------------------------------------
Pursuant to the terms of a settlement agreement between FreeSeas
Inc., and Hanover Holdings I, LLC, in the matter entitled Hanover
Holdings I, LLC v. FreeSeas Inc., Case No. 654474/2012, approved
by the Supreme Court of the State of New York, County of New York,
FreeSeas Inc., issued and delivered to Hanover Holdings I, LLC,
1,375,000 shares of the Company's common stock, $0.001 par value.

Hanover commenced the Action against the Company on Dec. 21, 2012,
to recover an aggregate of $305,485 of past-due accounts payable
of the Company, plus fees and costs.  The Settlement Agreement
became effective and binding upon the Company and Hanover upon
execution of the Order by the Court on Jan. 14, 2013.

Hanover demonstrated to the Company's satisfaction that it was
entitled to receive 400,000 additional settlement shares based on
certain adjustment formula, and that the issuance of those
Additional Settlement Shares to Hanover would not result in
Hanover exceeding the beneficial ownership limitation set forth
above.  Accordingly, on January 18, the Company issued and
delivered to Hanover 400,000 Additional Settlement Shares pursuant
to the terms of the Settlement Agreement approved by the Order.

                        About FreeSeas Inc.

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

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

As reported in the Troubled Company Reporter on July 18, 2012,
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, expressed substantial doubt about FreeSeas'
ability to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  "In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements with banks."

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


FRESNO, CA: Moody's Cuts Ratings on 2006A Convention Center Bonds
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 From Baa2 the
ratings on Fresno's Series 2002, Series 2004 A, B, C; Series 2008
A, C, E F and Series 2009A Lease Revenue Bonds. Moody's has also
downgraded to Ba2 from Baa2 the ratings on the city's 2006A
Convention Center bonds, 2002 Pension Obligation Bonds and 2002
Judgment Obligation Bonds . The A3 Issuer rating has been
confirmed. The outlook on the ratings is negative.

Ratings Rationale

The Ba1 ratings on most of the city's lease secured obligations
reflect the significantly weaker security of these obligations
compared to general obligations. The four notches between Fresno's
issuer rating and the ratings on these lease secured obligations
reflect the city's exceedingly weak financial position, the above
average burden of these obligations on the city's finances and the
continued weakness of the city's economy. The Ba2 rating on the
2006 Convention center bonds reflects the lesser essentiality of
the leased assets relative to the obligations rated Ba1. The Ba2
rating on the pension and judgment obligations incorporates the
weak credit factors mentioned above and the additional weakness
associated with the absence of assets securing the obligation.

The A3 issuer (general obligation equivalent) rating primarily
reflects the assumed GO pledge, which in California is an
unlimited ad valorem pledge of the city's tax base. The rating
also reflects the factors mentioned above, which are partly offset
by the city's large and stabilizing tax base. The city's favorable
position as the economic center of the San Joaquin Valley, a well-
funded pension system and the city's moderate post-employment
benefit obligation also figure favorably in the issuer rating.

STRENGTHS

- Sizable, comparatively resilient assessed valuation relative
   to market prices

- Increased transparency and financial discipline with regard to
   enterprise risks

- Economic center of the San Joaquin Valley

- Fully funded retirement systems

CHALLENGES

- Exceedingly limited financial flexibility

- High general fund fixed cost burden

- Weak economic base, with unfavorable demographic and economic
   trends

- Structural imbalance in the 2013 budget will likely widen the
   general fund deficit

OUTLOOK

The negative outlook reflects the city's narrow financial position
and limited prospect for improvement in the near-term, amid the
ongoing risk for added financial pressure from a weak local
economy. The city's depleted reserves limit its financial
flexibility and ability to absorb additional budgetary pressure.
Like all California cities, Fresno's ability to raise revenues is
highly constrained; its primary budget balancing option is cost
reduction. However, with services already significantly reduced,
further cuts could prove more difficult. Although the typical time
horizon for a Moody's outlook is eighteen months, we are likely to
revisit the rating midway through the current fiscal year, and
assess the financial progress of the city as it relates the
adopted budget.

WHAT COULD MOVE THE RATING UP

Improved liquidity

Improved reserve levels

Increased self-sufficiency/decreased subsidy of troubled
enterprise operations

Structural operating adjustments to align ongoing expenditures
with ongoing revenues

WHAT COULD MOVE THE RATING DOWN

Weakened liquidity

Weakened reserve levels

Deterioration of/increased subsidy of troubled enterprise
operations

Inability to align ongoing expenditures with ongoing revenues

The principal methodology used in rating the general obligation
bonds was General Obligation Bonds Issued by U.S. Local
Governments published in October 2009. The principal methodology
used in rating the lease revenue bonds was The Fundamentals of
Credit Analysis for Lease-Backed Municipal Obligations published
in December 2011.


FUEL DOCTOR: Court Dismisses "McGinnis" Suit in L.A.
----------------------------------------------------
Derrick McGinnis, on or about Jan. 8, 2013, filed an application
for voluntary dismissal of the claim in a matter entitled Derrick
McGinnis, on Behalf of Himself and All Others Similarly Situated
v. Fuel Doctor, LLC, a California Limited Liability Company, and
DOES 1-20, Inclusive filed on July 26, 2011, in the Superior Court
of the State of California for the County of Los Angeles, Case No.
BC 466 191.  The Claim alleged that the Company's product did not
work as advertised.  The Court later dismissed the Claim against
all defendants.

                         About Fuel Doctor

Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the
exclusive distributor for the United States and Canada of a fuel
efficiency booster (the FD-47), which plugs into the lighter
socket/power port of a vehicle and increases the vehicle's miles
per gallon through the power conditioning of the vehicle's
electrical systems.  The Company has also developed, and plans on
continuing to develop, certain related products.

Fuel Doctor reported a net loss of $2.69 million in 2011,
compared with a net loss of $2.48 million in 2010.

Rose, Synder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the period ended Dec. 31, 2011.  The indepdent auditors noted
that the Company has sustained recurring operating losses,
continues to consume cash in operating activities, and has an
accumulated deficit at Dec, 31, 2011, which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company's balance sheet at Sept. 30, 2012, showed $1.37
million in total assets, $1.61 million in total liabilities and a
$240,899 total shareholders' deficit.


FUELSTREAM INC: Peak One to Resell 1.1 Million Common Shares
------------------------------------------------------------
Fuelstream, Inc., filed a Form S-1 registration statement with the
U.S. Securities and Exchange Commission relating to the offering
of up to 1,121,584 shares of common stock of the Company by Peak
One Opportunity Fund, L.P., for a proposed maximum aggregate
offering price of $2.75 million. The Company will not receive any
of the proceeds from the sale of the shares by the selling
stockholder.  The Company's common stock is traded on the over-
the-counter market under the symbol "FLST".  The closing bid price
for the Company's common stock on Jan. 15, 2013, was $2.02 per
share, as reported by the OTCQB.  A copy of the Form S-1
prospectus is available at http://is.gd/TMgQr9

                          About Fuelstream

Draper, Utah-based Fuelstream, Inc., is an in-wing and on-location
supplier and distributor of aviation fuel to corporate,
commercial, military, and privately-owned aircraft throughout the
world.  The Company also provides a variety of ground services
either directly or through its affiliates, including concierge
services, passenger andbaggage handling, landing rights,
coordination with local aviation authorities, aircraft maintenance
services, catering, cabin cleaning, customsapprovals, and third-
party invoice reconciliation.  The Company's personnel assist
customers in flight planning and aircraft routing aircraft,
obtaining permits, arranging overflies, and flight follow
services.

Morrill & Associates, LLC, in Bountiful, Utah, expressed
substantial doubt about Fuelstream'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 negative working capital, negative cash flows from
operations and recurring operating losses.

The Company's balance sheet at Sept. 30, 2012, showed
$3.04 million in total assets, $4.87 million in total liabilities
and a $1.82 million total stockholders' deficit.


GATEWAY CASINOS: Failed Casino Bid No Impact on Moody's B2 CFR
--------------------------------------------------------------
Moody's Investors Service commented that City Council's vote on
January 19, 2013 to reject Gateway Casinos & Entertainment
Limited's South Surrey casino proposal is credit positive but has
no immediate impact on the company's B2 corporate family rating
(CFR) or stable outlook.


GLYECO INC: Further Amends Report on ARI Acquisition
----------------------------------------------------
GlyEco, Inc., has re-filed in its entirety its amended current
report on Form 8-K/A to correct two typographical errors on the
Pro Forma Consolidated Statement of Operations for Sept. 30, 2012,
in Exhibit 99.3.  In the previously filed Form 8-K/A, the gross
profit for Antifreeze Recycling, Inc., was listed as $485,985.
This number has been corrected to show $42,315.  Under the Pro
Forma Consolidated column the gross profit shown was $351,405.
This number has been corrected to show $198,925.  All other
numbers in the Operations Pro Forma are correct and remain
unchanged.

GlyEco Acquisition Corp. #6, an Arizona corporation and wholly-
owned subsidiary of the Company, acquired the business and all of
the glycol-related assets of Antifreeze Recycling, Inc., a South
Dakota corporation, effective Oct. 29, 2012,  pursuant to that
certain Asset Purchase Agreement, dated Oct. 3, 2012, as amended,
by and among Acquisition Sub, ARI, and Robert J. Kolhoff, the
selling principal of ARI.

Copies of the re-filed exhibits are available at:

                        http://is.gd/OkOAsi
                        http://is.gd/2Km64e
                        http://is.gd/x7jddh

                         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.


GLYECO INC: Full Circle Owner Joins Glyeco Board of Directors
-------------------------------------------------------------
The Board of Directors of GlyEco, Inc., approved an increase to
the size of the board from four to five and elected Joseph A. Ioia
to be a director of the Company to fill the newly created vacancy.

No arrangements or understandings between Mr. Ioia and any other
person pursuant to which Mr. Ioia was selected as a director.  Mr.
Ioia does not serve on any committees.  Board compensation
consists of a cash payment of $500 per quarter and a grant of
50,000 stock options per year.

Mr. Ioia is the sole shareholder of Full Circle Manufacturing
Group, Inc.  Full Circle operates a business located in Elizabeth,
New Jersey, relating to processing recyclable glycol streams and
selling glycol as remanufactured product.  It is one of the
largest glycol recyclers in North America.  Mr. Ioia is also the
sole member of NY Terminals II, LLC, a New Jersey limited
liability company which operates a significant liquid bulk storage
facility.

As previously reported, GlyEco Acquisition Corp. #4, and the
Company entered into a transaction with Mr. Ioia and Full Circle
on Dec. 10, 2012, pursuant to which Mr. Ioia sold to the
Subsidiary the worldwide right, title, and interest in the
exclusive glycol remanufacturing process used by Full Circle in
consideration for $2,000,000 provided by the Company, and Full
Circle agreed to perform the manufacturing and distribution
services relating to its glycol recycling business to exclusively
produce remanufactured glycol for the benefit of the Subsidiary.
The Company issued 3,000,000 unregistered shares of the Company's
common stock, at a fair market value of $0.50 per share, to Mr.
Ioia as additional consideration for the transaction.

                         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.


GRANITE DELLS: Debtor, Equity Holders Balk at AED Plan Outline
--------------------------------------------------------------
Granite Dells Ranch Holding, LLC has problems with the Chapter 11
plan proposed by an ad hoc committee of noteholders and Arizona
Eco Development LLC.

According to the Debtors, the disclosure statement explaining
AED's Chapter 11 plan:

   -- fails to explain the impact of the bankruptcy case of Cavan
      Management Services, LLC, and the automatic stay pertinent
      to that case on AED's proposed Plan;

   -- proposes to remove potential causes of action from the
      estate, and vest control of the assets in AED, without any
      consideration;

   -- fails to address the exercise of the 1111(b) election by AED
      and the impact of that election;

   -- proposes an impermissible transfer of the estate's documents
      and attorney/client privileges to AED; and

   -- fails to list potential avoidance claims.

The Unofficial Ad Hoc Committee of Equity Holders -- investors in
Granite Dells Investors, LLC and Granite Dells Equity Group
Investors, LLC -- joins the objection filed by the Debtors to
AED's Disclosure Statement.

The Equity Holders Committee is represented by:

         Warren J. Stapleton
         OSBORN MALEDON, P.A.
         2929 North Central Avenue, 21st Floor
         Phoenix, Arizona 85012-2793
         Tel: (602) 640-9000
         E-mail: wstapleton@omlaw.com

                            AED's Plan

As reported in the TCR on Dec. 20, 2012, according to the AED's
Plan dated Dec. 4, 2012, proposes that two parcels of real
property, a 108-acre parcel and a 17-acre parcel will be
transferred free and clear of all liens, claims, and encumbrances
to a new entity, NH Co. LLC, which will be owned entirely by the
note holders.

Arizona Eco and NH Co. LLC will share the responsibility for any
deficit to pay the Allowed Administrative Claims of the estate,
with Arizona Eco to be responsible to pay 65% of that amount and
NH Co. LLC. to be responsible to pay 35% of that amount, with a
cap in the amount of $450,000 on the amount allocated to be paid
by NH Co. LLC.  Arizona Eco has agreed to and will advance the
funds necessary to pay the portion of Allowed Administrative
Claims allocable to NH Co. LLC.  Arizona Eco will be repaid the
amount it advances to NH Co. LLC for that purpose from the first
proceeds from the sale of the Note Holders' Parcels, plus interest
at the rate of 8% per annum.

All other property and property interests of the estate are to be
transferred or foreclosed upon by Arizona Eco, except that suits
and claims held or owned by the Estate against any member of the
Cavan Group will be transferred to and may be pursued by Arizona
Eco or its nominee, with any net recoveries to be paid 80% to
Arizona Eco and 20% to NH Co. LLC.

All other general unsecured claims will be paid 10% of their
principal amount if or when allowed by a final order of the court,
and claims will be paid when finally allowed; however, Arizona Eco
agrees as part of the proposed Joint Plan to not assert any
unsecured deficiency claim in the General Unsecured Class, except
as a set-off against any Claim held by any member of the Cavan
Group.

The equity interests are terminated under the Joint Plan and
equity holders do not receive payment.

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.

The Debtor's Plan provides for payment to unsecured creditors
(including any unsecured claim of AED) in quarterly installments
over eight years aggregating $5 million.  However, the Plan
provides that a holder of an investment promissory note (estimated
to total $21 million) will be given the option of participating in
the funding of the Reorganized Debtor.

Tri-City Investment & Development, LLC, a 39.25% equity holder in
the Debtor, also filed a Consolidated Supplemental Disclosure in
support of Tri-City's Plan, as amended.  Tri-City's consolidated
Disclosure Statement incorporates and restates all material terms
of the Tri-City's previous disclosure statements and incorporates
the terms of the agreement that was reached at the Aug. 20, 2012,
mediation.


HAWKER BEECHCRAFT: Wants to Hire ICF SH&E as Appraisers
-------------------------------------------------------
Hawker Beechcraft, Inc., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ ICF
SH&E, Inc., as appraisers.

The Debtors relate that a key element remaining to their
restructuring is access to sufficient exit financing.  The
Debtors, with the help of their legal and financial advisors, are
in the process of reviewing numerous potential sources for exit
financing.  Among these potential sources for exit financing,
the Debtors will select the potential exit financing lenders who
submit the most attractive proposals to complete diligence,
document preparation, and related efforts with respect to exit
financing.  In order to complete the due diligence process, ICF
SH&E will assist them in their efforts to secure exit financing.
In addition, ICF SH&E will assist the Debtors in asset valuation
to meet the requirements of fresh start accounting.

In summary, the services include:

   a. in support of exit financing, a determination of the current
      market value and net orderly liquidation value of the
      Subject Assets(Task 1); and

   b. in support of its fresh start accounting requirements, a
      determination of the fair value of the Subject Assets as of
      Feb. 28, 2013,(Task 2).

The appraisal engagement letter provides for Task 1 services to be
charged at a fixed rate of $195,000 and Task 2 services to be
charged at a fixed rate of $100,000 plus a standard 5%
administrative fee in lieu of certain itemized expenses.

The hourly rate of the firm's personnel are:

         Vice Presidents                       $510
         Principals                            $400
         Manager & Senior Managers         $280 to $320
         Associates & Senior Associates    $220 to $240
         Analysts                              $210

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

A hearing on Jan. 25, 2013, at 12 p.m. has been set.  Objections,
if any, are due Jan. 25.

                      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.  The Committee's
financial advisor is FTI Consulting, Inc.

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would 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.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.


HEALTHWAREHOUSE.COM INC: In Talks with Lenders to Avert Sale
------------------------------------------------------------
HealthWarehouse.com, Inc., is currently in the process of seeking
additional financing and negotiating with its lenders, to address
its current liquidity constraints and to satisfy its obligations
under two of its loan agreements.  The Company is currently in
default under its Loan and Security Agreement dated Sept. 2, 2011,
and Loan and Security Agreement dated Nov. 9, 2010, for failure to
make the required payments for $3.4 million in principal and
interest to two accredited investors.

The Company received a notice from the Lenders informing it that
the Lenders intend to make a sale of certain of the Collateral
under Article 9 of the New York Uniform Commercial Code on
Feb. 15, 2013.  The Company does not intend to cooperate with the
Article 9 Sale if it occurs.

The Company's obligations under the 2011 Loan Documents are
secured by a first-priority security interest in substantially all
the assets of the Company and its subsidiaries, including, without
limitation, inventory and the equipment the Company uses to fill
prescriptions.  The 2011 Loan Documents also require the Company
to pay to the Lenders all costs and expenses incurred in
connection with the enforcement and collection of its obligations
thereunder.

The Company does not currently have sufficient resources to pay
its obligations under the 2011 Loan Documents and the 2010 Loan
Documents, and it does not believe that the value of the
Collateral will be sufficient to satisfy these obligations.
Accordingly, if the Company enters, or is compelled to enter, a
restructuring, reorganization, or liquidation, inside or outside
of bankruptcy, it is unlikely that significant, or any, resources
will be available for distribution to its unsecured creditors, to
its preferred stock holders or to the holders of its common stock.

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-
commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

The Company's balance sheet at June 30, 2012, showed $2.24 million
in total assets, $6.82 million in total liabilities, $752,226 in
redeemable preferred stock, and a $5.33 million total
stockholders' deficiency.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.

"Since inception, the Company has financed its operations
primarily through product sales to customers, debt and equity
financing agreements, and advances from stock holders.  As of
June 30, 2012 and December 31, 2011, the Company had negligible
cash and working capital deficiency of $5,724,914 and $2,404,464,
respectively.  For the six months ended June 30, 2012, cash flows
included net cash used in operating activities of $581,948, net
cash provided by investing activities of $138,241 and net cash
provided by financing activities of $443,846.  Additionally, all
of the Company's outstanding convertible notes payable mature at
the end of December 2012 and outstanding notes payable mature in
January 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 30, 2012.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.


HERCULES OFFSHORE: Files Fleet Status Report as of Jan. 22
----------------------------------------------------------
Hercules Offshore, Inc., on Jan. 22, 2013, posted on its Web site
at www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of Jan. 22, 2013), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for December 2012,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/TBv0Kn

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of
$91.73 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $2.02
billion in total assets, $1.15 billion in total liabilities and
$877.24 million stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.,
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.

"The upgrade reflects the improving market conditions in the Gulf
of Mexico and our expectations that Hercules' fleet will continue
to benefit," said Standard & Poor's credit analyst Stephen
Scovotti.


HOSTESS BRANDS: Metropoulos Plans to Bid for Cakes Biz with Apollo
------------------------------------------------------------------
Dawn McCarty and Duane D. Stanford, writing for Bloomberg News,
reported that C. Dean Metropoulos & Co. said it plans to bid for
the cakes business of bankrupt Twinkies maker Hostess Brands Inc.
with Apollo Global Management.

"We continue to be very engaged in the bidding process," Daren
Metropoulos, a principal at the private-equity firm that owns
Pabst Brewing Co., said in an e-mail to Bloomberg. "We are working
diligently to get a deal done."

The cake brands of the 82-year-old maker of Ding Dongs, Ho Hos and
Drake's Devil Dogs drew multiple bidders, Hostess lawyers said at
a December court hearing, Bloomberg recalled. Potential buyers
separately were interested in other Hostess products or
manufacturing plants, said Heather Lennox, an attorney for the
Irving, Texas-based baker.

Bloomberg further recalled that Hostess began to wind down
operations in November after failing to reach an agreement with
its striking bakers' union on concessions to help it emerge from
its second bankruptcy. Changes in American diets led to years of
declining sales while ingredient costs and labor expenses climbed,
the report said.

"It would be a tremendous opportunity to resurrect these legendary
brands and bring them back to the consumer," Metropoulos told
Bloomberg.

Tom Becker, a Hostess spokesman, declined to comment on a possible
bid from Metropoulos and Apollo, according to Bloomberg. The Wall
Street Journal earlier reported the planned bid by the two
private- equity firms.

Hostess announced in a Jan. 11 statement that Flowers Foods Inc.
(FLO) is the lead bidder for most of the assets of its bread-
baking operations, Bloomberg said.  Flowers Foods, based in
Thomasville, Georgia, also agreed to serve as the lead, or
stalking-horse, bidder for the company's Beefsteak bread brand for
$30 million, Bloomberg said.  The accord doesn't include
facilities or additional assets, according to the statement.

                       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: Committee Wants Lower Breakup Fee for Flowers
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although the Hostess Brands Inc. creditors' committee
supports selling the bread business, the panel contends that
$13.65 million in breakup fees is too much in return for agreement
by Flowers Foods Inc. to make the opening bid at $390 million.

According to the report, Flowers is offering to buy 20 bread
plants, 38 depots, and brand names.  A hearing is scheduled for
Jan. 25 for approval of the breakup fee and other rules governing
auction and sale.  If the judge agrees with Hostess' proposal,
other bids to compete with Flowers will be due Feb. 25, followed
by an auction on Feb. 28 and a hearing to approve sale on March 5.

The committee, in papers filed this week with the U.S. Bankruptcy
Court in White Plains, New York, argues that the breakup fee,
payable if Flowers is outbid at auction, should be reduced to
$10.81 million.  The lower amount, according to the committee, "is
more in line with the market for a transaction of this size."
Flowers' requested breakup fee is 3.5%.

According to the report, the committee also objects to a most-
favored-nations clause contained in the breakup fee.  Assuming the
court approves, Flowers would receive a larger breakup fee if the
bankruptcy judge in a later sale allows a fee of more than 3.5%,
perhaps when the cake business is sold.  The committee contends
the breakup fee is too large in part because a competing bidder
would be compelled to make an offer almost $20 million more than
the Flowers bid to satisfy proposed auction rules.

                      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: Retiree Committee Taps Pedersen & Houpt as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Jan. 25, 2013, at 10 a.m., to consider
the request to employ Pedersen & Houpt as counsel for the Official
Committee of Retired Employees in the Chapter 11 cases of Hostess
Brands, Inc., et al.

P&H will, among other things:

   a. counsel the Retiree Committee with respect to the
      administration of the bankruptcy estates, advising the
      Retiree Committee members with respect to their fiduciary
      duties, communications with the retiree constituency and the
      like;

   b. investigate the acts, conduct, assets, liabilities and
      financial condition of the Debtors and the Debtors' non-
      debtor affiliates, and any other matters relevant to the
      case or to the formulation of a plan of liquidation; and

   c. analyze any proposals made by the Debtors with respect to
      their assertions as to the necessity and/or extent of
      reduction of retiree benefits and developing counteroffers
      to such proposals.

The hourly rates of P&H's personnel are:

         Partners                           $360 - $600
         Associates                         $210 - $320
         Legal Assistants/Paralegals:       $130 - $200

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

                      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: Ex-Workers Win Class Certification in WARN Act Case
---------------------------------------------------------------
Helen Christophi of BankruptcyLaw360 reported that a California
bankruptcy judge on Friday certified a class of former Howrey LLP
employees and appointed class representatives and counsel in a
suit alleging the law firm didn't give employees adequate notice
before it laid them off.

U.S. Bankruptcy Judge Dennis Montali appointed Los Angeles-based
Blum Collins LLP as class counsel and named former Howrey
employees Gail Adams and Rami Dalal as class representatives,
passing over Outten & Golden LLP and its client Stephanie Langley,
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: Offering 55 Million Shares Under 2012 Equity Plan
-------------------------------------------------------------
IceWeb Inc. filed a Form S-8 with the U.S. Securities and Exchange
Commission to regist 55 million shares of common stock issuable
under the Company's 2012 Equity Compensation Plan at a proposed
maximum offering price of $2.99 million.  A copy of the filing is
available for free at http://is.gd/nnLZVR

                           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.


INSPIRATION BIOPHARMA: Baxter Agrees to Acquire OBI-1 Rights
------------------------------------------------------------
Ipsen and Inspiration Biopharmaceuticals Inc. on Jan. 24 disclosed
that they entered into an Asset Purchase Agreement (APA) whereby
Baxter International agrees to acquire the worldwide rights to
OBI-1, a recombinant porcine factor VIII (rpFVIII) in development
for congenital hemophilia A with inhibitors and acquired
hemophilia A, and Ipsen's industrial facility in Milford (Boston,
MA).

The APA was filed on Jan. 23 with the US Federal Bankruptcy Court
in Boston (MA).  The sale is a result of joint marketing and sale
process pursued by Ipsen and Inspiration shortly after Inspiration
filed for protection under Chapter 11 of the U.S. Bankruptcy Code
on October 30, 2012.  Ipsen has been providing Inspiration with
Debtor-in-Possession financing (DIP) for an amount of up to $18.3
million in order to permit the sale process to proceed.

Under the terms of the APA, Baxter has agreed to pay $50 million
upfront, up to $135 million in potential additional development
and commercial milestones as well as tiered net sales payments
ranging from 12.5% to 17.5% of OBI-1 annual net sales.

The APA is subject to certain closing conditions, including
Bankruptcy Court and regulatory approvals.  Ipsen has agreed to
extend the DIP to Inspiration for a period of 45 days i.e. for an
additional amount of up to c. $5 million.

The sale process for IB1001, a recombinant factor IX (rFIX) for
the treatment and prevention of bleeding in patients with
hemophilia B is separate and in the final bidding stage.

As Inspiration's only senior secured creditor and as the owner of
non-Inspiration assets that will be included in the sale of both
OBI-1 and IB1001, Ipsen will receive approximately 60% of the
upfront payments.  Over and above these upfront amounts, Ipsen
will receive 80% of all payments up to a present value of $304
million and 50% of all proceeds thereafter.

On the basis of available information, the share of upfront
payment to be received by Ipsen should mainly cover the total
amount of DIP financing provided to Inspiration.  The remaining
portion of proceeds is contingent on OBI-1's approval.  As a
consequence, the Group, as of December 31, 2012, may impair
hemophilia related assets (mainly composed of the convertible
bonds and the Milford manufacturing site) for a total amount of
around EUR100 million after tax.

Evercore Partners served as exclusive financial advisor to
Inspiration and Ipsen on the transaction.

                          Product Portfolio

In January 2010, Inspiration entered into a strategic agreement
with Ipsen, leveraging the combined expertise and resources of the
two companies, to develop a broad portfolio of hemophilia products
and two products in phase III.  IB1001, an investigational
intravenous recombinant factor IX (rFIX) therapy for the treatment
and prevention of bleeding episodes in people with hemophilia B
and OBI-1 an investigational intravenous recombinant porcine
factor VIII (rpFVIII) therapy for the treatment of patients with
i) acquired hemophilia A and ii) congenital hemophilia A who have
developed inhibitors against human FVIII.

In August 2011, Ipsen and Inspiration announced the extension of
their agreement to create a hemophilia business unit structure
that will act as the exclusive sales organization for all
hemophilia products commercialized under the Inspiration brand in
Europe.

In July 2012 Inspiration announced that IB1001 was placed on
clinical hold by the Food and Drug Administration (FDA).

On August 21, 2012, Ipsen and Inspiration renegotiated their 2010
partnership.  This agreement aimed to establish an effective
structure whereby Ipsen gained commercial rights in key
territories.  Inspiration remains responsible for the world-wide
development of OBI-1 and IB1001.  Ipsen paid a bridging facility
for an amount of $30 million providing both Inspiration with time
to secure independent third party financing and Ipsen with time to
assess potential ways forward.

On August 31, 2012, Ipsen paid Inspiration $7.5 million and
received a warrant for 15% of Inspiration's equity.

Ipsen had agreed to pay Inspiration an additional $12.5 million if
Inspiration had raised third party financing by the contractual
deadline of 30 September 2012.  Inspiration did not manage to
raise external funding by this contractual deadline.

On October 30, 2012, Inspiration commenced a voluntary
reorganization case pursuant to Chapter 11's provisions of the
United States Bankruptcy Code with the objective of leading a
joint marketing and sales process.  Ipsen is seeking to exit
hemophilia through this process.

On Jan. 24, Ipsen and Inspiration announced that they had entered
into an Asset Purchase Agreement for the sale of OBI-1 to Baxter
subject to closing conditions, including Bankruptcy Court and
antitrust approvals.

              About Inspiration Biopharmaceuticals

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

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

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

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

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


INSPIRATION BIOPHARMA: Sale to Baxter Has $50MM Upfront Payment
---------------------------------------------------------------
Inspiration Biopharmaceuticals and Ipsen on Jan. 24 announced the
sale of its lead hemophilia program, OBI-1 (recombinant porcine
factor VIII), to Baxter International (Baxter), the global leader
in hemophilia.  Baxter will acquire worldwide rights to OBI-1, a
recombinant porcine factor VIII in development for congenital
hemophilia A with inhibitors and acquired hemophilia A.  OBI-1 is
currently in a pivotal trial for the treatment of individuals with
acquired hemophilia A.

Inspiration and Ipsen have signed an asset purchase agreement
pursuant to which Baxter would acquire the worldwide rights to
OBI-1, as well as Ipsen's manufacturing facility for OBI-1 in
Milford, Massachusetts.  The total aggregate consideration for
these rights may exceed $700 million, including the upfront
payment of $50 million, development and sales milestones totaling
$135 million and annual net sales payments equivalent to a tiered
double digit percentage of global net sales.

"Inspiration was founded by families who are personally affected
by hemophilia, so bringing innovative therapies to patients has
always been at the core of our mission" commented John P. Butler,
Chief Executive Officer of Inspiration.  "Baxter has a long
commitment to hemophilia and we are excited that they will be
using their expertise to bring this innovative therapy to people
who currently have limited treatment options."

The asset purchase agreement was filed on Jan. 23, with the United
States Bankruptcy Court in Boston.  The sale is a result of a
joint sale process pursued by Inspiration and Ipsen shortly after
Inspiration filed for protection under Chapter 11 of the U.S.
Bankruptcy Code on October 30, 2012.  Ipsen has been providing
Inspiration with Debtor-in-Possession (DIP) financing to fund
Inspiration's operations and the sale process.

The sale is subject to certain closing conditions, including
Bankruptcy Court and regulatory approvals.  Inspiration and Ipsen
are in the final bidding stages of the sale process for IB1001, a
recombinant factor IX that is currently under regulatory review in
the US and Europe.  Evercore Partners served as exclusive
financial advisor to Inspiration and Ipsen on the transaction.
Ropes & Gray served as legal advisor to Inspiration on the
transaction.  Murphy & King is Inspiration's bankruptcy counsel
and FTI Consulting, Inc. is Chief Restructuring Officer for
Inspiration.

              About Inspiration Biopharmaceuticals

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

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

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

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

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


INSPIRATION BIOPHARMA: Baxter Sees Value in OBI-1 Assets
--------------------------------------------------------
Baxter International Inc. on Jan. 24 disclosed that it has agreed
to acquire the investigational hemophilia compound OBI-1 and
related assets from Inspiration BioPharmaceuticals, Inc. as well
as certain other OBI-1 related assets, including manufacturing
operations, from Ipsen Pharma S.A.S. in conjunction with
Inspiration's ongoing bankruptcy proceedings.  The transaction is
subject to bankruptcy court and regulatory approvals.

OBI-1 is a recombinant porcine factor VIII (rpFVIII) being
investigated for the treatment of bleeding in people with acquired
hemophilia A and congenital hemophilia A patients with inhibitors.
Acquired hemophilia A is a rare, potentially life-threatening
bleeding disorder, which, unlike congenital hemophilia, typically
affects older adults and occurs equally in both males and females.

"OBI-1 has the potential to address existing unmet needs of
hemophilia patients and is a strong strategic fit with Baxter's
current hemophilia portfolio," said Bruce Ewenstein, M.D., Ph.D.,
vice president of clinical affairs in Baxter's BioScience
business.

Under the terms of the agreement, Baxter will make an upfront
payment of $50 million for the OBI-1 assets, including the
manufacturing operations.  In the future, Baxter may make payments
of up to $20 million in total based on regulatory approval of the
acquired hemophilia A indication in the United States and first
additional country.  Additional amounts may be paid upon approval
of additional indications, through net sales payments, and as
sales milestones when sales exceed $100 million.

OBI-1 is currently in Phase III clinical studies in individuals
with acquired hemophilia A and those with congenital hemophilia A
who have developed inhibitors against human FVIII.  OBI-1 received
orphan drug designation in the United States and Europe, and was
recently granted fast track designation for acquired hemophilia A
by the United States Food and Drug Administration (FDA).

                   About Acquired Hemophilia A

Acquired hemophilia A is a very rare (estimated annual incidence
of 1.5 cases per million lives) and potentially life-threatening
acute bleeding disorder caused by the development of
autoantibodies (inhibitors) against coagulation FVIII.  In
acquired hemophilia A, individuals typically experience soft
tissue or post-procedural bleeding, in contrast to bleeding into
joints, which is more typical in congenital hemophilia.

                   About Baxter in Hemophilia

Baxter has more than 60 years experience in hemophilia and has
introduced a number of therapeutic firsts for hemophilia patients.
Baxter has the broadest portfolio of hemophilia treatments in the
industry and is able to meet individual therapy choices, providing
a range of options at each treatment stage.  The company's work is
focused on optimizing hemophilia care and improving the lives of
people living with hemophilia A and B worldwide.

                 About Baxter International Inc.

Baxter International Inc., through its subsidiaries, develops,
manufactures and markets products that save and sustain the lives
of people with hemophilia, immune disorders, cancer, infectious
diseases, kidney disease, trauma and other chronic and acute
medical conditions.

              About Inspiration Biopharmaceuticals

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

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

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

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

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


JACOBS FINANCIAL: Incurs $632,000 Net Loss in Nov. 30 Quarter
-------------------------------------------------------------
Jacobs Financial Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $632,320 on $340,542 of total revenues for the three
months ended Nov. 30, 2012, compared with a net loss of $459,458
on $324,111 of total revenues for the same period during the prior
year.

For the six months ended Nov. 30, 2012, the Company incurred a net
loss of $1.08 million on $724,919 of total revenues, compared with
a net loss of $586,499 on $980,875 of total revenues for the same
period a year ago.

The Company's balance sheet at Nov. 30, 2012, showed $8.75 million
in total assets, $16.80 million in total liabilities, $1.87
million in total mandatorily redeemable convertible preferred
stock, and a $9.92 million total stockholders' deficit.

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

                        http://is.gd/2TFbaH

                       About Jacobs Financial

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

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

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


KINGSBURY CORP: Has Deal With TD Bank, Can Use Cash
---------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire signed
a stipulation authorizing Kingsbury Corporation, et al.'s use of
TD Bank, N.A.'s cash collateral.

The stipulation resolves any potential issues regarding the
allocation of the sale proceeds, compensation owed to GA Keen and
TD Bank's rights under Iris Mitropoulis' guarantee.  Since many of
the potential areas for dispute are resolved proactively by the
stipulation, the proposed sale process, and subsequent
distribution of resulting proceeds, will be efficient and clear of
obstacles.

Prepetition, the Debtors' operations were principally financed by
TD Bank, Utica Leaseco, LLC, Diamond Business Credit, LLC, and the
U.S. Small Business Administration.

Pursuant to the stipulation, among other things:

   -- TD Bank's claim is allowed in the amount of $928,505 as of
      the date of the filing of the Debtor's bankruptcy petition;
      in the event that value of the estate's property securing
      that claim is greater than such allowed amount, TD Bank's
      rights to assert, by appropriate paper, any claimed
      entitlement to postpetition interest, costs or attorney's
      fees is reserved; and

   -- TD Bank's claim will be paid in an amount of up to $928,505,
      or other amount as determined by further order of this
      Court.

                       About Kingsbury Corp.

Kingsbury Corp. -- http://www.kingsburycorp.com/-- makes and
assembles machine systems.  Kingsbury and affiliate Ventura
Industries, LLC, filed Chapter 11 petition (Bankr. D. N.H. Case
Nos. 11-13671 and 11-13687) on Sept. 30, 2011.  Jennifer Rood,
Esq., and Robert J. Keach, Esq., at Berstein, Shur, Sawyer &
Nelson, serve as counsel to the Debtors.  Donnelly Penman &
Partners serves as its investment banker.  In its schedules, the
Debtor disclosed $10,134,679 in assets, and $24,534,973 in
liabilities as of the petition date.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to serve on the Official Committee of Unsecured
Creditors.


LCI HOLDING: Wins Final OK to Access Cash Collateral, DIP Loan
--------------------------------------------------------------
Bankruptcy Judge Kevin Gross on Jan. 23 entered a final order
authorizing the LifeCare Hospitals to obtain DIP financing and use
cash collateral of the prepetition lenders.

As reported in the Dec. 14, 2012 edition of the TCR, certain of
the prepetition lenders, led by JPMorgan Chase Bank, N.A., as DIP
agent, have agreed to provide:

  (i) a senior secured first priority delayed draw term loan
      facility in an amount of $15 million; and a

(ii) senior secured first priority revolving facility in the
      amount of $10 million.

The term loan facility and revolving facility will mature in six
months or earlier, if milestones are not achieved.  The Debtor
will pay a $250,000 work fee to the DIP Agent upon entry of the
cash collateral order.

The terms of the DIP financing require a quick sale of the assets.
Hospital Acquisition LLC, the entity formed by the secured
lenders, will be the stalking horse bidder at the auction slated
for March.

The Debtors said that options for postpetition financing were
significantly limited by the prepetition lenders' liens on
substantially all of the assets.

The Jan. 23 order also allows the Debtors to use the prepetition
lenders' cash collateral.  The lenders will receive replacement
liens, 11 U.S.C. Sec. 507(b) claims, payment of accrued and unpaid
interest and reimbursement of expenses, as adequate protection.

Interim approval of the DIP financing was granted in December.

The Official Committee of Unsecured Creditors raised objections to
the terms of the DIP financing.  According to the Committee, the
Debtors and the prepetition lenders have orchestrated a
postpetition financing facility that will leave the Debtors'
estates administratively insolvent, encumber all unencumbered
assets, and hand substantially all of the Debtors' assets to the
prepetition lenders through an 11 U.S.C. Sec. 363 sale designed
into the onerous terms of the DIP facility.

The Committee notes that, among other things:

   -- the DIP facility is proposed as a $25 million credit
      facility -- a $15 million term loan that the Debtors' budget
      shows is never drawn upon, and a $10 million revolver that
      is roll-up of existing letters of credit issued by the
      prepetition lenders;

   -- the DIP facility binds each of the Debtors as guarantors of
      the debt, even those that are not currently indebted to the
      prepetition lenders; and

   -- the DIP Facility commits the Debtors' unencumbered cash
      towards funding a sale process that will benefit on the
      prepetition lenders, provides nothing for the unsecured
      creditors, and leaves estates administratively insolvent.

                 DIP Loans Intertwined With Sale

The salient terms of the DIP facility includes:

Borrower:                         LifeCare Holdings, Inc.

Guarantors:                       LCI and each of LifeCare's
                                  direct and indirect
                                  subsidiaries.  The guarantors
                                  would include Debtors that are
                                  not currently indebted under the
                                  Prepetition Credit Agreement.

DIP Agent:                        JPMorgan Chase Bank, N.A.

DIP Lenders:                      Certain of the Prepetition
                                  Lenders.

Commitment:                       (i) $15 million delayed draw
                                  term loan facility and (ii) $10
                                  million revolving facility
                                  solely for issuance of letters
                                  of credit that will be used to
                                  cash collateralize existing
                                  letters of credit under the
                                  Prepetition Credit Agreement.

Maturity:                         The earliest of (a) six months
                                  after the Petition Date (with an
                                  automatic 90 day extension to
                                  obtain any necessary regulatory
                                  approvals); (b) acceleration of
                                  obligations under the DIP
                                  facility; or (c) closing of a
                                  sale of all or substantially all
                                  assets.

Interest Rate:                    At the option of the Debtors:
                                  (i) ABR (as defined in term
                                  sheet) plus Applicable Margin,
                                  or (ii) the Eurodollar Rate plus
                                  the Applicable Margin.  The
                                  interest rate on the revolver
                                  will exceed 10% per annum.

Fees:                             An upfront fee of 3.00% on the
                                  term loan ($450,000) and 0.50%
                                  on the revolving facility
                                  ($50,000) (notwithstanding that
                                  the letters of credit at issue
                                  are already outstanding), an
                                  unused availability fee of 2.50%
                                  on the term loan and 0.50% on
                                  the revolving facility, and a
                                  letter of credit fronting fee
                                  (0.125%) (also notwithstanding
                                  that the letters of credit at
                                  issue are already outstanding).
                                  The aggregate projected expense
                                  of the DIP Facility is over
                                  $1.2 million, inclusive of
                                  interest, for no new projected
                                  borrowings.

DIP Liens and superpriority
  claims:                         Senior, priming DIP Liens
                                  and superpriority claims in
                                  favor of the DIP Lenders on
                                  substantially all of the
                                  Debtors' assets.

Roll-Up:                          The DIP Facility contains a
                                  "roll-up" of the approximately
                                  $10 million in outstanding
                                  letters of credit issued under
                                  the First Lien Credit Facility.

Credit Bidding:                   The DIP Lenders and the
                                  Prepetition Lenders will have
                                  the right to credit bid their
                                  claims during the sale of all or
                                  substantially all of the
                                  Debtors' assets.

Carve-Out:                        (a) all accrued and unpaid
                                  professional fees pursuant to a
                                  budget prior to a carve-out
                                  event; and (b) $1,500,000 of
                                  accrued and unpaid professional
                                  fees after the occurrence of a
                                  carve-out event. Only $50,000 of
                                  the carve-out can be used to
                                  fund a Committee investigation
                                  of the liens and claims of the
                                  Prepetition Lenders.

Milestones:                       (a) entry of a sale procedures
                                  order by Jan. 11, 2013; (b)
                                  commence auction (if necessary)
                                  by March 5, 2013; (c) entry of
                                  an order approving the sale by
                                  March 14, 2013; and (d)
                                  occurrence of the closing date
                                  of the sale within 120 days
                                  after entry of the sale order,
                                  subject to extension for
                                  regulatory requirements.

                          About LifeCare

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

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

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

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

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LCI HOLDING: Committee Taps FTI Consulting as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of LCI Holding Company, Inc., et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain FTI Consulting, Inc., as its financial advisor.

The Committee needs the services of FTI to assess and monitor the
efforts of the Debtors and their professional advisors to maximize
the value of their assets.

The hourly rates of FTI's personnel are:

         Senior Managing Directors             $790 - $895
         Directors/Managing Directors          $570 - $755
         Consultants/Senior Consultants        $290 - $540
         Administrative/Paraprofessionals/
           Associates                          $120 - $235

Steven Simms, senior managing director with FTI, assures the Court
that the firm does not hold or represent any interest adverse to
the estate.

A hearing on Feb. 8, 2013, at 2 p.m., has been set.  Objections,
if any, are due Feb. 1.

                          About LifeCare

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

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

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

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

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LCI HOLDING: Files Schedules of Assets and Liabilities
-------------------------------------------------------
LCI Holding Company, Inc., and its affiliates filed their
respective schedules, disclosing:

   Company                                 Assets   Liabilities
   -------                                 ------   -----------
LifeCare Hospitals of Pittsburgh, LLC  $24,028,730  $484,372,539
Boise Intensive Care Hospital, Inc.    $22,061,478    $3,082,600
LifeCare Holdings, Inc.                $20,714,225  $485,252,994
LifeCare Hospitals of N. Texas, L.P.   $19,464,521  $487,672,271
LifeCare Investments 2, LLC            $18,277,576            $0
LifeCare Management Services, L.L.C.   $14,379,343  $483,109,450
San Antonio Specialty Hospital, Ltd.    $9,853,979  $484,124,156
LifeCare Hospitals, LLC                 $8,169,228  $484,961,018
LifeCare Hospitals of South Texas, Inc. $7,933,376  $483,499,116
LifeCare Hospitals of N. Nevada, Inc.   $7,050,240  $483,228,248
NextCARE Specialty H. of Denver, Inc.   $6,930,741  $483,557,125
LifeCare Hospitals of Dayton, Inc.      $6,000,259  $484,178,110
LifeCare Hospitals of Milwaukee, Inc.   $5,722,216  $483,881,887
LifeCare Hosp. of Chester County, Inc.  $5,365,476  $483,247,963
LifeCare Hospital at Tenaya, LLC        $5,267,058  $483,287,721
LifeCare Hospitals of Sarasota, LLC     $4,777,494  $483,008,385
LifeCare Hospitals of N.C., , L.L.C.    $4,654,159  $483,229,275
LifeCare Spec. H. of N. Louisiana, LLC  $3,416,587  $483,071,718
LifeCare Hosp. of Mechanicsburg, LLC    $2,982,030  $483,224,190
LifeCare REIT 1, Inc.                     $999,101  $482,744,413
LifeCare REIT 2, Inc.                     $162,916  $482,744,413
Pittsburgh Specialty Hospital, LLC          $7,378  $482,744,413
LCI Holdco, LLC                                 $0  $354,638,931
CareRehab Services, L.L.C.                      $0  $128,105,482
LifeCare Holding Company of Texas, LLC          $0  $482,744,413
Crescent City Hospitals, L.L.C                  $0  $482,744,413
LifeCare Hospitals of New Orleans, L.L.C.       $0  $482,744,413
LifeCare Hospitals of Fort Worth, L.P.          $0  $482,744,413
NextCARE Hospitals/Muskegon, Inc.               $0  $482,744,413
LifeCare Investments, L.L.C.                    $0  $482,744,413
LifeCare Hospitals of San Antonio, LLC          $0            $0
LCI Holding Company, Inc.                       $0            $0
LCI Healthcare Holdings, Inc.                   $0            $0
LCI Intermediate Holdco, Inc.                   $0            $0
LifeCare Ambulatory Surgery Center, Inc.        $0            $0

LifeCare Hospitals of Pittsburgh, the Debtor with the largest
assets, disclosed these figures in its schedules:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $6,177,011
  B. Personal Property           $17,851,719
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $354,638,931
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $129,733,608
                                 -----------      -----------
        TOTAL                    $24,028,730     $484,372,539

Copies of the schedules of the top five largest debtors are
available for free at:

http://bankrupt.com/misc/LCI_HOLDING_pittsburgh_sal.pdf
http://bankrupt.com/misc/LCI_HOLDING_boise_sal.pdf
http://bankrupt.com/misc/LCI_HOLDING_lifecareholdings_sal.pdf
http://bankrupt.com/misc/LCI_HOLDING_lifecarehospitalsnt_sal.pdf
http://bankrupt.com/misc/LCI_HOLDING_lifecareinvestmentsb_sal.pdf

                          About LifeCare

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

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

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

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

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LDK SOLAR: Has $31 Million Securities Purchase Pact with Fulai
--------------------------------------------------------------
LDK Solar Co., Ltd., has entered into a share purchase agreement
dated Jan. 21, 2013, with Fulai Investments Limited, which has
agreed to purchase 17,000,000 newly issued ordinary shares of LDK
Solar at a purchase price of US$1.83 per share with an aggregate
purchase price of US$31,110,000, subject to the terms and
conditions of the share purchase agreement, including a lock-up
for 180 days from the closing date of the contemplated
transactions.

Pursuant to the share purchase agreement, the parties will
endeavor to fulfill the closing conditions to consummate the
transactions prior to Feb. 28, 2013.  Fulai Investments also has
the right to designate two non-executive directors to the LDK
Solar board upon consummation of the transactions.  The net
proceeds will be used for general corporate purposes in LDK
Solar's operations.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio
under a long-term debt agreement as of Dec. 31, 2011.  These
conditions raise substantial doubt about the Group's ability to
continue as a going concern.

LDK Solar's balance sheet at Sept. 30, 2012, showed
US$5.76 billion in total assets, US$5.41 billion in total
liabilities, US$299.02 million in redeemable non-controlling
interests and US$45.91 million in total equity.


LEHMAN BROTHERS: Investors Win Class Cert. vs. Ernst & Young, UBS
-----------------------------------------------------------------
Helen Christophi of BankruptcyLaw360 reported that a New York
federal judge on Wednesday approved most of a bid for
certification of an investor class action against former officials
and auditors of Lehman Brothers Holdings Inc. in multidistrict
litigation over the bankrupt company's securities offerings.

U.S. District Judge Lewis A. Kaplan denied Ernst & Young LLP and
UBS Financial Services Inc.'s motion to dismiss the certification
bid of two classes pursuing claims against the accounting firm and
the investment bank, holding both groups satisfied the criteria
for class status, the report related.

                       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)


LIGHTSQUARED INC: Wants Until May 31 to Propose Chapter 11 Plan
---------------------------------------------------------------
Lightsquared Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York to further extend their exclusive
periods to propose a plan of reorganization until May 31, 2013,
and solicit acceptances for that plan until July 30, respectively.

A Jan. 31, hearing at 10 a.m. has been set.  Objections, if any,
are due Jan. 24, at 4 p.m.

According to the Debtors,

   -- Pursuant to the 2010 FCC Change of Control Order, they were
subject to certain network build-out and coverage milestones
requiring, among other things, that they construct a terrestrial
broadband network capable of providing coverage to at least 100
million Americans by Dec. 31, 2012.

   -- At the time the Chapter 11 cases were initiated, the only
"solution" to the GPS concerns that formally had been proposed was
to indefinitely suspend the FCC authorizations on which the
Debtor's terrestrial broadband network is premised.

   -- The Debtor has made substantial and tangible progress on a
regulatory resolution that will permit it to deploy a 4G
terrestrial wireless network.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.


LONG ISLAND NATIONAL: GA Keen Conducts Bankruptcy Sale Process
--------------------------------------------------------------
GA Keen Realty Advisors, a division of Great American Group, Inc.,
is selling the Long Island National Golf Club in Riverhead, New
York through a bankruptcy sale process.

Located at 1793 Northville Turnpike, in the heart of Long Island's
east end wine country and minutes from the world-famous
"Hamptons", the public golf club is best known for its links-style
design created by renowned golf course architect Robert Trent
Jones, Jr.  The 150 acre site is also suitable for residential
development pursuant to its current zoning designation.

"While many golf courses have seen revenues decline over the past
few years, Long Island National Golf Club has maintained its
profitability," said GA Keen Realty Advisors Co-President Matthew
Bordwin.  "The course's success, masterpiece design and location
among scenic farmlands and vineyards make it a highly desirable
purchase for buyers and investors.  Further, the beauty of the
Long Island's East End, specifically the North Fork's wine region,
makes this a terrific residential development opportunity as
well."

The 6,838-yard course was created to take advantage of rolling
hills, dramatic elevation changes and a spectacular mix of
traditional design elements.  The sale includes the 18-hole links-
style course developed on a 150-acre landscaped site, along with a
pro shop, grill and clubhouse with a full-service restaurant.

The property and facilities are being marketed as part of a
bankruptcy sale and offers are now being considered.

For more information about Long Island National Golf Club, contact
Craig Fox, Stacy Ferrone or Matthew Bordwin at 646-381-9222 or at
cfox@greatamerican.com, sferrone@greatamerican.com or
mbordwin@greatamerican.com

               About GA Keen Realty Advisors, LLC

Located in New York, GA Keen Realty Advisors --
http://www.greatamerican.com/keen-- provides real estate
analysis, valuation and strategic planning services, brokerage,
M&A, auction services, lease restructuring services and real
estate capital market services.  For more information about GA
Keen Realty Advisors, call 646-381-9222.

                 About Great American Group, Inc.

Great American Group -- http://www.greatamerican.com-- is a
provider of asset disposition and auction solutions, advisory and
valuation services, capital investment, and real estate advisory
services for an extensive array of companies.  A trusted strategic
partner at every stage of the business lifecycle, Great American
Group efficiently deploys resources with sector expertise to
assist companies, lenders, capital providers, private equity
investors and professional service firms in maximizing the value
of their assets.  The company has in-depth experience within the
retail, industrial, real estate, healthcare, energy and technology
industries. The corporate headquarters is located in Woodland
Hills, Calif. with additional offices in Atlanta, Boston,
Charlotte, N.C., Chicago, Dallas, New York, San Francisco and
London.  For more information, call 818-884-3737.


LOTHIAN OIL: Fraud Committee, Grossman Lose 5th Cir. Appeal
-----------------------------------------------------------
The Anti-Lothian Bankruptcy Fraud Committee and Israel Grossman
challenge adverse rulings on eight motions by the bankruptcy court
for the Western District of Texas in the case of Lothian Oil,
Incorporated.  Finding no reversible error of fact or law, a
three-judge panel of the U.S. Court of Appeals for the Fifth
Circuit on Wednesday affirmed.

Anti-Lothian is an unofficial group of shareholders seeking
remedies for alleged fraudulent transfers of property between
Lothian Oil and creditor entities headed by a company called the
Belridge Group.  On June 13, 2007, Lothian filed for Chapter 11
bankruptcy protection.  The same day, motions were filed to
approve settlement agreements between the Debtor and two
creditors: Nawab Energy Partners, LP and Frio Energy Partners, LP.
The agreements, approved by the bankruptcy court on July 16, 2007
-- 2007 Compromise Orders -- involved the settlement of lawsuits
previously brought by Lothian to protect properties on which the
Belridge Group companies were attempting to foreclose.

Like an earlier group known as the Ad Hoc Committee of Series A
Preferred Convertible Shareholders, the Anti-Lothian Bankruptcy
Fraud Committee and Israel Grossman claim that conflicts of
interest should have required invalidation of these orders, which
surrendered the properties without commensurate compensation.  A
motion was filed by the AHC on June 10, 2008, to set aside the
2007 Compromise Orders under Bankruptcy Rule 9024.

The bankruptcy plan was confirmed on June 27, 2008.  The plan
incorporated the settlements with Nawab and Frio but carved out
AHC's right to pursue its Rule 9024 Motion.  After the
confirmation, most of the members of the AHC settled their claims
related to the motion and the bankruptcy court entered an order
approving those settlements on Dec. 12, 2008.  The attorney for
the Anti-Lothian Bankruptcy Fraud Committee and Israel Grossman at
the time, Jessica Sokol, filed but later withdrew an objection to
the settlement.

On June 29, 2009, the First Anti-Lothian Bankruptcy Fraud
Committee -- many Appellants, including two AHC members who did
not settle -- filed the First Anti-Lothian Document challenging
the 2007 Compromise Orders and requesting that the plan be set
aside because of recently-discovered fraud.  This document was
dismissed without prejudice on Sept. 17, 2009 -- the day after the
Second Anti-Lothian Document was filed by the current Appellants.
Rather than asking for the Confirmed Plan to be set aside, the
Second Anti-Lothian Document asked the bankruptcy court to
"clarify or modify" the plan by, inter alia, setting aside the
Compromise Orders and other fraudulent transfers.

The bankruptcy court heard arguments on motions related to the
Second Anti-Lothian Document as well as cross-motions for
enforcement of the Plan against the Anti-Lothian Bankruptcy Fraud
Committee and Israel Grossman and their counsel, Sokol, on Oct.
27, 2009.  Motions to disgorge the Chief Restructuring Officer's
fees as well as sanction professionals related to the Belridge
Group and appoint an impartial trustee were also argued at that
time.  Sokol had been previously summoned before the bankruptcy
court regarding her pro hac vice status, and motions related to
that hearing were also before the court.  Sokol argued a motion
for acceptance of Bankruptcy Rule 2019(a) supplemental
documentation and renewal of an emergency cross motion for similar
compliance by opposing counsel; the original emergency cross
motion that would allow her to continue her pro hac vice status
after the hearing; and the original emergency cross motion seeking
Rule 2019(a) compliance from opposing counsel.

The bankruptcy court held against the Anti-Lothian Bankruptcy
Fraud Committee and Israel Grossman and in favor of the
reorganized Debtor on each motion. Sokol's previous pro hac
filings were accepted but she was stopped from continuing such
practice and the Anti-Lothian Bankruptcy Fraud Committee and
Israel Grossman were not allowed to file further pleadings in the
bankruptcy court without prior court approval.

On appeal the district court ruled for the Appellees on all of the
orders.  Appeals of the three pro hac vice-related orders were
dismissed because they were noticed out of time, and the other
five orders were affirmed.  The two orders that served as the
primary focus of the district court opinion were related to the
Second Anti-Lothian Document (with its 9024 Motion to Set Aside
Settlements).  Both orders were affirmed because the 9024 Motion
to set aside the Compromise Orders was filed after the 180-day
window available for challenging the confirmation of a bankruptcy
plan under 11 U.S.C. Sec. 1144.  The remaining orders were upheld
based on inadequate briefing by the Anti-Lothian Bankruptcy Fraud
Committee and Israel Grossman.  The Circuit Court appeal followed.

The Anti-Lothian Bankruptcy Fraud Committee and Israel Grossman
raise several challenges.  They argued that the Second Anti-
Lothian Document is not an attempt to revoke the Confirmed Plan
but merely asks for a modification in which fraudulent transfers
and illicit fees are returned to the estate. Also, because the
plan itself made room for the initial 9024 Motion by the AHC, the
current "attack" on the biased transactions at issue (the Nawab
and Frio settlements) is merely in keeping with that carve-out.
Any delays in the filing could be excused by newly discovered
evidence about the conflicts of interest and the fact that, even
if the Anti-Lothian Bankruptcy Fraud Committee and Israel Grossman
are not part of the AHC (two of them were -- the MYG Trust and the
Herzberg Family Trust), the Second Anti-Lothian Document's claim
is "related to" those brought in the AHC 9024 Motion.

Circuit Judge Edith H. Jones, who wrote the Fifth Circuit
decision, said the arguments of the Anti-Lothian Bankruptcy Fraud
Committee and Israel Grossman fail for multiple reasons.

"To begin, the district court was correct to doubt Anti-Lothian's
standing.  Even if we accept the dubious proposition that the
Second Anti-Lothian Document merely sought modification of the
plan, only the plan's proponents or the debtor may modify a
confirmed plan. . . .  Anti-Lothian is neither.  Permission was
not sought from the bankruptcy court to bring a derivative action
on the debtor's behalf . . . nor was futility claimed to excuse
such failure.  Anti-Lothian thus lacks the requisite standing to
make a motion to modify the Confirmed Plan," said Judge Jones.

"More definitively, the Second Anti-Lothian Document fails based
on limitations; potential excuses for its lateness are
unavailing."

Judge Jones also explained that 11 U.S.C. Sec. 1144, which allows
revocation of a fraudulent bankruptcy plan, requires that relief
be sought within 180 days of confirmation.  The one-year limit on
Rule 60(b) motions provided in Bankruptcy Rule 9024 is expressly
subject to the Sec. 1144 limit.  "The Second Anti-Lothian Document
was filed more than a year after the plan was confirmed. Treated
as a motion to revoke confirmation under Sec. 1144, as the
district court held, the document is plainly untimely. But even if
it is a cognizable Rule 9024 motion, it was filed beyond the
rules's one-year deadline. Moreover, the First Anti-Lothian
Document cannot be relied on to rescue the filing date since that
motion was dismissed and no appeal was filed," continued Judge
Jones.

The Anti-Lothian Bankruptcy Fraud Committee and Israel Grossman
ask the Appeals Court to consider excusing the normal limitations
on attacking bankruptcy plans because of their recently acquired
evidence concerning fraud.  Though the "newness" of the
Appellant's evidence is doubtful, Judge Jones said any form of
tolling is precluded by the text of both potential avenues for
dealing with fraud in this context.  Section 1144 and Rule 9024,
the latter encompassing Rule 60(b)(3), each explicitly treat
fraud.  It would make little sense to toll the limitations period
of rules designed to deal with fraud because fraud was present.

Alternatively, said Judge Jones, the carve-out in the Confirmed
Plan cannot be used to bring this action for several reasons.
First, the plan only preserves AHC's Rule 9024 Motion, the one in
existence at the time of the confirmation.  Second, while the
Debtor possesses a reservation of rights related to the AHC
motion, the Anti-Lothian Bankruptcy Fraud Committee and Israel
Grossman do not.

"Even if we were to assume that the meaning of 'related to [a
specifically named motion]' in Plan [Sec.] 6.9 can be stretched to
include future motions (we doubt that it should), Appellants do
not have the authority to bring suit to defend the Debtor's
reserved rights. The better interpretation of the plan is that the
settlement of the AHC motion extinguished claims related to it,"
Judge Jones said.

"In sum, the district court would have been on solid ground in
rejecting the Second Anti-Lothian document for any number of
reasons. Even if further evidence of the conflicts of interest
emerged post-confirmation, there was enough in the winter of 2008
for the AHC to obtain a carve-out in the plan to pursue a 9024
Motion and ultimately a monetary settlement (favorable to Israel
Grossman, among others) related to the Nawab and Frio Compromise
Orders. The carve-out in the plan did not have in mind the
scenario of piece-mealing of redundant 9024 claims. Once a
bankruptcy plan is confirmed, Sec. 1144 sets the length of time
available to challenge it -- even when fraud is involved."

Judge Jones also ruled that each of the remaining orders was held
to be insufficiently briefed before the district court and,
therefore, abandoned. "Given the Appellants' lack of systematic
attention to each of the bankruptcy court's reasons, we uphold the
district court's determination. It is not the function of an
appellate court -- or the district court functioning in an
appellate role for the bankruptcy court -- to divine arguments on
behalf of litigants from a substantial narrative; undeveloped
arguments are rightly ignored. . . .  Nor should this court pass
on arguments that were never properly presented to the district
court," the judge said.

The appeal is, ANTI LOTHIAN BANKRUPTCY FRAUD COMMITTEE; ISRAEL
GROSSMAN, Appellants, v. LOTHIAN OIL, INCORPORATED, Jointly
Administered Member Cases Lothian Oil (USA Inc.; Lothian Oil Texas
I, Inc.; Lothian Oil Texas II, Inc.; Lothian Oil Investments I,
Inc.; Lothian Oil Investments II, Inc.; LeaDI JVGP, Inc.); NAWAB
ENERGY PARTNERS, L.P.; FRIO ENERGY PARTNERS, LP, Appellees.
No. 11-51082 (5th Cir.).

A copy of the Fifth Circuit's Jan. 23 decision is available at
http://is.gd/0k1k3Sfrom Leagle.com.

                         About Lothian Oil

Based in Midland, Texas, Lothian Oil Inc. was a privately
owned oil and gas company.  Lothian and six affiliates filed for
chapter 11 protection (Bankr. W.D. Tex. Case No. 07-70121) on
June 13, 2007.  The Debtors were represented by lawyers at Haynes
and Boone, LLP.  When Lothian sought bankruptcy, it listed assets
and debts between $1 million to $100 million.  On June 27, 2008,
the bankruptcy court confirmed a plan of liquidation.


LOUISIANA RIVERBOAT: Lenders Consent to Cash Use Until March 31
---------------------------------------------------------------
Louisiana Riverboat Gaming Partnership, et al., notify the U.S.
Bankruptcy Court for the Western District of Louisiana the Ad Hoc
Group Of First Lien Lenders have agreed to extend the term of the
cash collateral use from Jan. 1, 2013, until March 31, 2013.

The parties stipulated that the use of case will be on the same
terms and conditions as provided in the final cash collateral
order.

In the final cash collateral order -- which was reported by the
TCR on Oct. 2, 2012 -- the Court authorized, on a final basis, the
Debtors' use of the cash collateral which first lien lenders and
second lien lenders assert interest.  As adequate protection from
any diminution in value of the lender's collateral, the Debtors
will:

   1. grant first priority replacement security interests in and
      liens upon all postpetition property of the Debtors and
      their estates and all proceeds and products of such property
      subject only to the carve-out; and

   2. grant second priority replacement security interests and pay
      a total of $40,000 to the Second Lien Agent to be applied to
      outstanding and future agency, administrative and
      transaction fees of the Second Lien Agent during the Chapter
      11 cases.

According to the Debtors, as of the Petition Date they were liable
to:

   -- Wilmington Trust Company, as administrative agent for the
      First Lien Lenders in respect of obligations under the First
      Lien Credit Agreement and related agreements and documents
      for the aggregate amount of not less than $181,182,013; and

   -- Wells Fargo Bank, N.A., as administrative agent for the
      Second Lien Lenders in respect of obligations under the
      Second Lien Credit Agreement and related agreements and
      documents for the aggregate amount of not less than
      $116,252,898.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


LOUISIANA RIVERBOAT: Jan. 28 Hearing on Exclusivity Extension
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
will convene a hearing on Jan. 28, 2013, at 9 a.m., to consider
Legends Gaming LLC, et al.'s request for an exclusivity extension.

The Debtors are asking the Court to extend their exclusive period
to solicit acceptances for their Plan until April 29, 2013.

The Debtors have filed a plan, but it has not yet been accepted.
Accordingly, they seek an extension of the current 180-day
deadline that expires Jan. 28.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


LOUISIANA RIVERBOAT: Confirmation Hearing Continued Until Feb. 6
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana:

  (i) denied, in part, Global Gaming's motion vacating order
      approving the Disclosure Statement explaining the Joint
      Chapter 11 Plan for Louisiana Riverboat Gaming Partnership,
      et al., as amended through Nov. 29, 2012; and

(ii) adjourned the confirmation hearing scheduled for Feb. 6,
      2013; and

(iii) granted, in part, Global Gaming's motion to supplement the
      approved Amended Disclosure Statement.

According to the Joint Disclosure Statement, amended as of
Nov. 29, 2012, the primary purposes of the Plan are to:

   -- provide for the sale of substantially all of the Debtors'
      assets to Global Gaming Legends, LLC, a Delaware limited
      liability company, Global Gaming Vicksburg, LLC, a Delaware
      limited liability company and Global Gaming Bossier City,
      LLC, a Delaware limited liability company, for $125 million
      pursuant to a certain Purchase Agreement dated as of July
      25, 2012;

   -- provide for the assumption or timely payment of the Assumed
      Liabilities and LRGP Retained Liabilities; and

   -- provide for payments and distributions to creditors.

Under the Plan the Debtors intend to pay claims in full except for
these claassses:

   1. The holders of the first lien lenders' secured claim which
      will recover 67% on account of their claims.

   2. General Unsecured Claims which will recover .00002% of their
      claims if the class accepts the Plan; and 0% if the class
      rejects the Plan.

   3. Each of second lien lenders' claims, interests in riverboat
      gaming, preferred interests, and common interests has an
      estimated recovery of 0% on account of their claims.

A copy of the Disclosure Statement, as amended, is available for
free at http://bankrupt.com/misc/LOUISIANARIVERBOAT_Nov29_DS.pdf

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


LYMAN HOLDINGS: Plan Confirmation Hearing Set for Feb. 28
---------------------------------------------------------
The Hon. Dennis D. O'Brien of the U.S. Bankruptcy Court for the
District of Minnesota will convene a hearing on Feb. 28, 2013, at
9:30 a.m., to consider the confirmation of a Chapter 11 Plan for
Lyman Holding Company, et al.

Objections, if any, are due seven days prior to the hearing if
hand delivered, and ten days prior to the hearing if it is mailed.

The Disclosure Statement proposed by the Debtors and the Official
Committee of Unsecured Creditors on Jan. 18, 2013, has been
approved as containing adequate information.

Written ballots accepting or rejecting the Plan are due five days
prior to the hearing.

The Court also ordered that Feb. 28, 2013, is fixed as the last
day to file a complaint objecting to the Debtor's discharge.

According to the Disclosure Statement, the Plan creates a
liquidating fund and assigns a liquidating agent to undertake the
continuing post-confirmation sale of all of the Debtors' remaining
assets, the resolution of claims, the pursuit of Avoidance Claims
and Causes of Action, the distribution of proceeds to the holders
of Allowed claims, and such other actions as are necessary to wind
down the Debtors' businesses.

Under the Plan, allowed secured claims will be paid from the
proceeds of the sale of the collateral securing each such claim.
Allowed unsecured claims will be paid from the remaining proceeds
of sales and net recoveries from Avoidance Actions and other
Causes of Action.

The Plan provides a mechanism for interim distributions to holders
of allowed claims that will allow them to receive distributions as
soon as practicable.  The Plan will provide the greatest recovery
for and fastest payment to creditors.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/LYMAN_HOLDING_ds_plan2amended.pdf

                        About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


MAKENA GREAT: Cash Collateral Hearing Continued Until Jan. 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued until Jan. 31, 2013, at 10 a.m., the hearing to consider
a stipulation authorizing GAC Storage Copley Place, LLC's use of
cash collateral.

The stipulation, entered between GAC Storage Copley Place, LLC,
and Bank of America, N.A., relate to a fifth amendment and
extension of the stipulation and final order authorizing use of
cash collateral.

The stipulation also provides that, among other things:

   -- paragraph 9 of the final cash collateral order is amended to
      replace the date "Dec. 31, 2012, with "Jan. 31, 2013;" and

   -- the final cash collateral order remains in full force and
      effect.

                    About Makena Great American

GAC Storage Lansing LLC -- which owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois -- filed for Chapter 11 bankruptcy
(Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.  Jay S.
Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure, Esq.,
at Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor
as counsel.  Robert M, Fishman, Esq., and Gordon E. Gouveia, Esq.,
at Shaw Gussis Fishman Glantz Wolfson, & Towbin LLC, in Chicago,
represents the Debtor as local counsel.  It estimated $1 million
to $10 million in assets and debts.  The petition was signed by
Noam Schwartz, secretary and treasurer of EBM Mgmt Servs, Inc.,
manager of GAC Storage, LLC.

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- a commercial shopping center
developers in Southern California, filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago.
Anza leads the way in the acquisition and development of
"A-Location" small commercial shopping centers and corner
properties in Southern California.  Lawyers at Shaw Gussis Fishman
Glantz Wolfson & Towbin, LLC, in Chicago, and Bernstein, Shur,
Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel to the
Debtor.  Makena disclosed $13,938,161 in assets and $17,723,488 in
liabilities.

Other affiliates that sought bankruptcy protection are GAC Storage
Copley Place LLC, GAC Storage El Monte LLC, and San Tan Plaza LLC.
The cases are being jointly administered under lead case no.
11-40944.

At the behest of lender Bank of America, N.A., the Bankruptcy
Court dismissed the Chapter 11 case of San Tan Plaza, as reported
by the Troubled Company Reporter on July 17, 2012.

Anza, Copley and El Monte have filed separate bankruptcy exit
plans.  The Court is slated to consider approval of those plans at
hearings on Sept. 6 and 7, 2012.


MARKETING WORLDWIDE: Black Arch Discloses 7.9% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Black Arch Opportunity Fund LP disclosed that, as of
Jan. 22, 2013, it beneficially owns 37,012,200 shares of common
stock of Marketing Worldwide Corporation representing 7.9% of the
shares outstanding.  A copy of the filing is available at:
http://is.gd/AS0KT2

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

Marketing Worldwide incurred a net loss of $11.11 million for the
year ended Sept. 30, 2012, compared with a net loss of $2.27
million during the prior year.

Marketing Worldwide's balance sheet at Sept. 30, 2012, showed
$1.19 million in total assets, $16.24 million in total liabilities
and a $15.05 million total deficiency.

RBSM, LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Sept. 30,
2012.  The independent auditors noted that the Company has
generated negative cash flows from operating activities,
experienced recurring net operating losses, is in default of
certain loan covenants, and is dependent on securing additional
equity and debt financing to support its business efforts which
factors raise substantial doubt about the Company's ability to
continue as a going concern.


MARKETING WORLDWIDE: St. George Discloses 9.9% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, St. George Investments, LLC, Fife Trading,
Inc., and John M. Fife disclosed that, as of July 5, 2012, they
beneficially own 46,596,034 shares of common stock of Marketing
Worldwide Corp which is 9.9% of the 470,667,013 shares that were
outstanding on Jan. 22, 2013.

Mr. Fife is the sole member of St. George and the president and
sole shareholder of Fife Trading.  St. George has rights to
convert a Note into an aggregate number of shares of the Company's
common stock which, except for a contractual cap on the amount of
outstanding shares of the Company's common stock that St. George
may own, would exceed such a cap.  The Note's original ownership
cap of 4.99% was subject to increase to 9.99% in the event of a
drop in the Company's 30-day average Market Capitalization below
$400,000.  On July 5, 2012, St. George sent notice to the Company
that the 30-day average Market Capitalization had fallen below
$400,000 and, consequently, St. George's ownership limitation had
increased to 9.99% of the Company's outstanding shares.

A copy of the filing is available at http://is.gd/mrED3x

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

The Company incurred a net loss of $11.11 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.27 million
during the prior year.

Marketing Worldwide's balance sheet at Sept. 30, 2012, showed
$1.19 million in total assets, $16.24 million in total liabilities
and a $15.05 million total deficiency.

RBSM, LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Sept. 30,
2012.  The independent auditors noted that the Company has
generated negative cash flows from operating activities,
experienced recurring net operating losses, is in default of
certain loan covenants, and is dependent on securing additional
equity and debt financing to support its business efforts which
factors raise substantial doubt about the Company's ability to
continue as a going concern.


MEDICURE INC: Standard Aero Executive Named to Board of Directors
-----------------------------------------------------------------
Medicure Inc. appointed Brent Fawkes CA, to the Board of
Directors.  Mr. Fawkes is a Chartered Accountant with over 20
years of experience in accounting and finance.  Mr. Fawkes is
currently the Vice President of Finance with Standard Aero
Limited, one of the world's largest independent providers of a
variety of aerospace services serving a diverse array of customers
in business and general aviation, airline, military, helicopter,
components, energy and VIP completions markets.  In his current
role, Mr. Fawkes is responsible for the oversight of the finance
department including external reporting, budgeting and planning
and treasury management.

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

KPMG LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended May 31, 2012.  The independent auditors noted
that the Company has experienced operating losses and has
accumulated a deficit of $123,303,052 that raises substantial
doubt about its ability to continue as a going concern.

Medicure reported net income of C$23.38 million for the year ended
May 31, 2012, in comparison with a net loss of C$1.63 million
during the prior fiscal year.

The Company's balance sheet at Aug. 31, 2012, showed C$4.11
million in total assets, C$6.37 million in total liabilities and a
C$2.26 million total deficiency.


MERIDIAN SUNRISE: Shopping Center Files to Stop Lenders
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the Sunrise Village shopping center in
Sumner, Washington, sought bankruptcy protection to hold off
lenders from exercising default remedies in view of a non-payment
default on $64.3 million in mortgages.  Principal and interest
payments on the mortgages are current, according to the owner. The
only default is failure to comply with a "debt service coverage
ratio" in the mortgage, which gave the lenders the right this
month to demand interest at the default rate.

                    About Meridian Sunrise

Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18,
2013.  The Debtor, a single asset real estate under 11 U.S.C. Sec.
101(51B), disclosed $70.6 million in total assets and $65.9
million in total liabilities in its schedules.

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


MERVYN'S LLC: Navroth Claim No. 7535 Dismissed as Late Filed
------------------------------------------------------------
Bankruptcy Judge Kevin Gross issued a corrected order dismissing
John Navroth, II's Claim No. 7535 as late filed in the Chapter 11
case of Mervyn's Holdings, LLC.

As reported by the Troubled Company Reporter on Jan. 21, 2013, at
the behest of Mervyn's, Judge Gross dismissed the amended claims
for work-related injuries asserted by Mr. Navroth, against the
Debtors as the amended claims were filed after the deadline for
filing proofs of claim.  Judge Gross abstained from hearing on Mr.
Navroth's initial claims, saying the injury claims raises only
California workers' compensation law and non-core to the
bankruptcy case.

Mr. Navroth filed Claim No. 3283 on Jan. 2, 2009, in the amount of
$671,759.86 -- a general unsecured component of $635,000 and a
$36,759.86 priority component.  Thereafter, he filed Claims No.
7228, 7479, 7493, 7498, 7511 and 7528, beginning on June 15, 2009,
and received by the claims agent on June 17, 2009.  The claims bar
date was Jan. 9, 2009.

In the Initial Claim, Mr. Navroth seeks damages for alleged
injuries from a work related accident (dropping a folding table on
his foot).  The Initial Claim includes allegations of and requests
for compensation for physical and emotional suffering and demands
for payment of vacation, sick and personal holiday time.  The
alleged incident occurred in California prior to the Debtors'
bankruptcy.  Importantly, the Claimant filed a statutory workers'
compensation proceeding prior to the commencement of the
bankruptcy case.

The Amended Claims contain allegations of breaches of fiduciary
duties, discrimination, employment discrimination, interference
with contractual relations and interference with prospective
business advantage.  The Amended Claims increase the total sum
Claimant seeks to in excess of $21 million.  The Claimant also
alleges that the Amended Claims are secured.

"The Amendments are clearly new claims filed after the Bar Date
and are therefore void.  The Court carefully reviewed the Amended
Claims against the Initial Claim and it is beyond any doubt that
the Amended Claims are not related to the Initial Claim," said
Judge Gross.

The Debtors also argue that they are entitled to summary judgment
in their favor on the Claimant's allegations of willful misconduct
and fraudulent concealment.  Judge Gross said the Court is not
prepared to entertain the Debtors' request for summary judgment
because the Debtors did not provide notice or grounds to the
Claimant in advance of the Claimant's response papers.  Moreover,
it is not necessary for the Court to reach the substantive merits
of the Initial Claim, since the Court finds that its abstention is
necessary in the interests of justice.

A copy of the Court's Jan. 22, 2013 Memorandum Opinion (Corrected)
is available at http://is.gd/GB0EHFfrom Leagle.com.

                        About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provided a mix of top national brands
and exclusive private labels.  Mervyn's had 176 locations in seven
states.  Mervyn's stores had an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and were located primarily in regional malls, community
shopping centers, and freestanding sites.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 08-11586) on July 29, 2008.  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

In October 2008, Mervyn's decided to pursue liquidation.


MF GLOBAL: Trustee Settles Disputes With ConocoPhillips
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that commodity customer ConocoPhillips Co. settled
disputes with the trustee for defunct broker MF Global Inc. on the
question of whether using $205 million in letters of credit
properly enabled the customer to avoid a loss when the broker
became insolvent and went into liquidation.

The report notes that absent settlement, U.S. District Judge
Katherine B. Forrest in New York was scheduled to decide whether
letters of credit should be treated the same as cash, making
ConocoPhillips suffer losses like everyone else.  A filing in
Judge Forrest's court Jan. 23 said that ConocoPhillips and James
Giddens, the MF Global trustee, reached a "settlement in
principle."

The report recounts that ConocoPhillips was one of only nine
customers who deposited letters of credit rather than cash to
stand as margin in trading accounts.  The U.S. Commodity Futures
Trading Commission and the MF Global trustee both took the
position that governing law and regulations required
ConocoPhillips to suffer losses even though the letters of credit
were never drawn.

According to the report, Judge Forrest had taken the dispute away
from the bankruptcy judge.  Papers had been filed on both sides of
the question.  The parties were awaiting a decision.  Houston-
based ConocoPhillips argued that the "plain language" of the
governing regulation says that the "full proceeds" of letters of
credit, not the "full face amount," are treated like cash
representing customer property.  Since there never was a default
on the letter of credit, there was no occasion for a draw on the
letters of credit and thus no cash to treat as customer property
to be shared pro rata with other customers, the company said.

When the MF Global liquidation began, there was a shortfall of
about $1.6 billion in supposedly segregated customer property.
Having posted undrawn letters of credit, ConocoPhillips suffered
no losses like other customers.

                       About MF Global

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

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

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

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

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

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


MF GLOBAL: CFTC Commissioner Overseeing Probe Steps Down
--------------------------------------------------------
The Commodity Futures Trading Commission on Thursday said Jill E.
Sommers, a Republican regulator overseeing the investigation into
MF Global's collapse, has announced her resignation.

Ms. Sommers issued this statement: "As I prepare to leave the
Commodity Futures Trading Commission I would like to acknowledge
the hard work and dedication of my fellow Commissioners and the
many talented staff with whom I have had the pleasure of working
for the past five years.  While many challenges remain in
finalizing the implementation of the Dodd-Frank Act, I have every
confidence that the American public will be well-served by their
continuing efforts."

Ben Protess, writing for The New York Times, reports the move was
"surprising" for Ms. Sommers, who will exit with more than a year
left on her term and without concluding the MF Global
investigation, an inquiry into how the bankrupt brokerage firm
misused customer money.  The NY Times calls the resignation
"abrupt".  A former lobbyist and Congressional staff member, Ms.
Sommers is departing without indicating a next career move,
according to agency officials.

The NY report says Ms. Sommers will leave the agency after the
first quarter of the year.  Her letter did not specify a reason
for resigning, though some people close to the agency surmised
that Ms. Sommers planned to spend more time with her three
children.

The report relates Bart Chilton, a Democratic commissioner at the
agency, may take over Ms. Sommers's role in the MF Global case.

                       About MF Global

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

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

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

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

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

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


MOTORS LIQUIDATION: Files Copy of GUC Trust Report with SEC
-----------------------------------------------------------
Pursuant to the Amended and Restated Motors Liquidation Company
GUC Trust Agreement dated as of June 11, 2012, as amended,
Wilmington Trust Company, acting solely in its capacity as trust
administrator and trustee of the Motors Liquidation Company GUC
Trust, is required to file certain GUC Trust Reports with the
Bankruptcy Court for the Southern District of New York.  In
addition, pursuant to a Bankruptcy Court Order Authorizing the GUC
Trust Administrator to Liquidate New GM Securities for the Purpose
of Funding Fees, Costs and Expenses of the GUC Trust and the
Avoidance Action Trust, dated March 8, 2012, the GUC Trust
Administrator is required to file certain quarterly variance
reports.

On Jan. 22, 2013, the GUC Trust Administrator filed the GUC Trust
Report required by Section 6.2(c) of the GUC Trust Agreement
together with the Budget Variance Report, each for the quarter
ended Dec. 31, 2012.  In addition, the Motors Liquidation Company
GUC Trust announced that no distribution in respect of its Units
is anticipated for the fiscal quarter ended December 31, 2012.

A copy of the Bankruptcy Court filing is available at:

                         http://is.gd/Do2HV8

                      About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


MUNICIPAL CORRECTIONS: Employs Schwartzer as Local Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Municipal Corrections, LLC, to employ Schwartzer & McPherson Law
Firm as local bankruptcy counsel.

Schwartzer will, among other things, prepare on behalf of the
Debtor any necessary motions, applications, answers, orders
reports and papers as required by applicable bankruptcy or
nonbankruptcy law, dictated by the demands of the case, or
required by the Court, and represent the Debtor in proceedings or
hearings, at these hourly rates:

      Lenard E. Schwartzer          $550
      Jeanette E. McPherson         $450
      Jason A. Imes                 $350
      Emelia L. Allen               $250
      Angela Hosey                  $150
      Sheena Clow                   $150

                    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: Wins OK for Stone & Baxter as Lead Counsel
-----------------------------------------------------------------
Municipal Corrections, LLC, sought and obtained permission to
employ Stone & Baxter, LLP, as its counsel, nunc pro tunc to the
Petition Date.  Stone & Baxter will, among other things, assist
the Debtor in analyzing and pursuing any proposals relating to
disposition of assets of the Debtor's estate and prepare and
advise the Debtor regarding any Chapter 11 plan filed by the
Debtor, at these hourly rates:

      Attorney                               $180-$395
      Research Assistants & Paralegals         $125

                    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.


MUSCLEPHARM CORP: Inter-Mountain No Longer Owns Common Shares
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Inter-Mountain Capital Corp., JFV Holdings,
Inc., and John M. Fife disclosed that, as of Jan. 11, 2013, they
do not beneficially own any shares of common stock of MusclePharm
Corp.  The reporting persons previously reported beneficial
ownership of 14,817,246 common shares or a 9.99% equity stake as
of June 29, 2011.  A copy of the amended filing is available at:

                        http://is.gd/yuRHfm

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$7.81 million in total assets, $15.10 million in total
liabilities, and a $7.29 million total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NATURAL PORK: Reaches Deal for Use of Cash Collateral
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa
approved a stipulation authorizing Natural Pork Production II,
LLP's use of cash collateral.

The stipulation was entered among the Debtors, First Farmers Bank
and Trust, AgStar Financial Services, FLCA, Metropolitan Life
Insurance Co., the Official Committee of Unsecured Creditors, and
the Inter-Creditor Committee.

The Debtor would use the cash collateral of secured creditors --
First Farmers Bank and Trust, AgStar Financial Services, FLCA, GE
Capital Business Asset Funding Corp. and Metropolitan Life
Insurance Co. -- to pay the regular, customary, usual, necessary
and ordinary expenses of the Debtor postpetition.

The Debtor is indebted to the secured creditors in these
approximate amounts:

         a) FFBT Colfax Note: $659,218
         b) FFBT Crawfordsville Note: $1,358,934
         c) AgStar: $3,816,457
         d) GE: $1,343,148.95
         e) MetLife: $275,954.90

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the lenders
superpriority administrative expense claim status, subject to
carve out on certain expenses.

As further adequate protection, the Debtor will make postpetition
monthly payments to each secured creditor in an amount equal to
the amount paid prepetition.

                 About Natural Pork Production II

Hog raiser Natural Pork Production II, LLP filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represent the IC Committee as
counsel.




NEW ENGLAND COMPOUNDING: Creditors May Seize Owners' Assets
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the newly formed creditors' committee of New England
Compounding Pharmacy Inc. intends to ask the bankruptcy judge for
an order freezing assets of the company's four owners.  The
committee's action was prompted by the company's disclosure on
Jan. 18 that the owners received more than $21 million from NECP
although revenue in 2012 was only $32.4 million.

According to the report, the committee is supporting a motion by
the U.S. Trustee for appointment of a Chapter 11 trustee to wrest
control from a chief restricting officer appointed by the owners.
In a court filing, the company signaled it may not oppose having a
trustee.  A hearing on the motion was slated for Jan. 24.

The report discloses that the committee urged U.S. Bankruptcy
Judge Henry J. Boroff in Boston to retain the case in Chapter 11
and not convert to liquidation in Chapter 7.  The committee said
it will be easier to craft settlements with the owners if there
can be a Chapter 11 plan giving them immunity from additional
suits.

The committee, the report relates, also filed papers this week for
permission to sue the four owners -- Carla Conigliaro, Gregory
Conigliaro, Barry Cadden, and Lisa Congiliaro Cadden.  The
committee says they received fraudulent transfers and preferential
payments.

The committee's request for authorization to sue was also
scheduled for a Jan. 24 hearing.

The committee said it intends to seek "prejudgment writs of
attachment on real property" belonging to the owners.

                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.


NEW YORK WESTCHESTER: Court OKs Montefiore's Bid to Buy Assets
--------------------------------------------------------------
The Bankruptcy Court for the Southern District of New York on
Jan. 24 approved Montefiore Medical Center's bid to acquire the
facilities of New York Westchester Square Medical Center (NYWSMC),
a Bronx, N.Y., neighborhood hospital that has operated under
Chapter 11 bankruptcy protection for nearly seven years.

"Montefiore has a longstanding commitment to its community.  We
want to provide vital healthcare services that are forward-
thinking, coordinated and patient-centered, and in so doing,
safeguard jobs and support local businesses," said Steven M.
Safyer, M.D., President and Chief Executive Officer of Montefiore.
"Our model is based on the belief that comprehensive and well-
managed care improves patients' overall well-being."

The new facility will be renamed Montefiore Westchester Square.
The plan is to have a full-service emergency department, an
ambulatory surgery center and, over time, comprehensive primary
and specialty care services.

Montefiore is committed to preserving as many jobs as possible and
will begin working closely with NYWSMC's labor unions to identify
qualified staff eligible for hire by Montefiore.  "The physicians
and staff at NYWSMC have maintained the highest level of
professionalism at a time when the medical center was under
financial stress and its future uncertain," Dr. Safyer said.
"They have sustained the warm and caring environment that has
characterized this institution for many years."

NYWSMC was founded in 1929.  Approximately half of NYWSMC's
physicians currently have privileges at Montefiore; others have
the option of applying for privileges.

The transaction, which is subject to regulatory approval, is
supported by $20 million in funding available under the state's
Health Efficiency and Affordability Law.  Closing is expected to
take place in March.

         About New York Westchester Square Medical Center

Headquartered in Bronx, New York, New York Westchester Square
Medical Center -- http://www.nywsmc.org/--is a not-for-profit,
community acute care hospital and certified stroke center that has
served a working class population in the Bronx community since
1929.  Its primary facility, located at 2475 St. Raymond Avenue,
Bronx, New York 10461, houses 205 beds and provides acute adult
medical and surgical care, emergency medicine and ambulatory
services.  NYWSMC is a membership corporation whose members are
selected by the New York-Presbyterian Healthcare System, Inc.

The company filed for chapter 11 protection on Dec. 19, 2006
(Bankr. S.D.N.Y. Case No. 06-13050).  Burton S. Weston, Esq., at
Garfunkel, Wild & Travis, P.C., represents the Debtor.   Louis A.
Scarcella, Esq., and Robert C. Yan, Esq., at Farrell Fritz PC,
represent the Official Committee Of Unsecured Creditors.  The
Debtor's schedules showed total assets of $49,283,477 and total
debts of $35,502,088.


NORTEL NETWORKS: Mediation Continues Without End Date
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Nortel Networks Inc. from the U.S., U.K.
and Canada are continuing mediation in Toronto to decide on how to
carve up $9 billion among bankruptcies in the three countries.

The report recounts that mediation began Jan. 14.  The Chief
Justice of Ontario, serving as mediator, said Jan. 22 that the
mediation will continue.  She didn't give an end date.

The sale of Nortel assets generated $9 billion.  The money can't
be distributed absent agreement on how much goes to the
bankruptcies in each country.

                       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.


NEXT 1 INTERACTIVE: Incurs $2 Million Net Loss in Nov. 30 Qtr.
--------------------------------------------------------------
Next 1 Interactive, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2 million on $221,731 of total revenues for the
three months ended Nov. 30, 2012, compared with a net loss of
$2.80 million on $410,669 of total revenues for the same period
during the previous year.

For the nine months ended Nov. 30, 2012, the Company reported a
net loss of $2.92 million on $530,987 of total revenues, compared
with a net loss of $8.02 million on $1.10 million of total
revenues for the same period a year ago.

The Company's balance sheet at Nov. 30, 2012, showed $5.05 million
in total assets, $14.60 million in total liabilities and a $9.55
million total stockholders' deficit.

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

                        http://is.gd/WAw4Wt

                      About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

As reported in the TCR on June 21, 2012, Sherb & Co., LLP, in Boca
Raton, Florida, issued a "going concern" qualification on the
consolidated financial statements for the year ended Feb. 29,
2012.  The independent auditors noted that the Company had an
accumulated deficit of $66,983,176 and a working capital deficit
of $14,546,150 at Feb. 29, 2012, net losses for the year ended
Feb. 29, 2012m of $13,651,066 and cash used in operations during
the year ended Feb. 29, 2012, of $4,822,423.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.


NORTEL NETWORKS: Gets OK to Move Ahead on Deal with Retirees
------------------------------------------------------------
Peg Brickley at Daily Bankruptcy Review reports that Nortel
Networks Corp. moved ahead on some $98 million worth of
settlements with U.S. retirees and with former workers who had
stashed some of their savings in a special retirement fund only to
have the company attempt to seize the money after it filed for
bankruptcy protection.

                       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: Reaches Settlement with U.S. Disabled Employees
----------------------------------------------------------------
Reuters reported that Nortel Networks Inc. has reached a
settlement with a committee representing its long-term disabled
employees over a plan to end disability benefits, according to
court documents.

Nortel said it will not terminate any of the existing long-term
disability benefits for its former employees on or before May 31,
unless the company grants the committee a general unsecured claim
of $28 million, according to the report.  If the company were to
grant the committee an unsecured claim, the proceeds of the claim,
minus the administrative costs, would be allocated among the
disabled employees and would free Nortel from any further
liability, Reuters noted.

The company, according to Reuters, has asked only for an initial
approval of the settlement agreement with an opportunity for the
employees to object to the settlement, according to documents
filed on Friday.  The initial hearing regarding the approval is
expected to take place on Feb. 14.

A hearing over a plan to end long-term disability benefits for the
company's former U.S. employees had been postponed earlier this
month, Reuters recalled.  The proposal to end those benefits has
been cast as a life-and-death battle against bondholders.

Nortel once dominated the Toronto Stock Exchange as a $250 billion
telecoms company that spanned the globe, Reuters pointed out.  It
struggled after the 1990s tech bubble burst and, dogged by
accounting problems, filed for bankruptcy in January 2009.  The
company has sold all of its operations, piling up $9 billion in
cash in the process; however, it was never settled how to divide
that money among the bankruptcy and insolvency proceedings in
Canada, the United States and Europe, Reuters said.

Mediated talks aimed at dividing Nortel's cash are scheduled to
end on Tuesday, Reuters added.  The negotiations have pitted
bondholders against retirees.

                       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.


OCEAN BREEZE: Chapter 11 Case Dismissed with Prejudice
------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida dismissed the Chapter 11 case of
Ocean Breeze Park Homeowners' Association, Inc., with prejudice
for 180 days.

The Debtor must pay to the U.S. Trustee and the Clerk of the
Bankruptcy Court the appropriate sums required pursuant to Section
1930 of the Bankruptcy Code.

As reported in the TCR on Dec. 14, 2012, secured creditors Cathie
Teal, Gary Hendry and Marcia Hendry-Coker asked the Court to
dismiss the Chapter 11 case of the Debtor, or in the alternative,
grant lenders relief from the automatic stay.  Prepetition, the
lenders provided $24,500,000 purchase money financing to the
Debtor to purchase shares of a corporation that owned a
residential mobile home park located in Jensen Beach, Florida.

According to the Lenders, the Debtor has no equity in the property
and will be unable to propose a confirmable plan, at any time,
over lenders' objection.  Additionally, the value of lenders'
collateral, including the property, continues to decline during
the pendency of the case which is essentially a two-party dispute
between Debtor and lenders.

                      About Ocean Breeze Park

JOcean Breeze Park Homeowners' Association, Inc., a residential
cooperative mobile home park located at 3000 N.E. Indian River
Drive, Jensen Beach, Florida, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 12-28820) in West Palm Beach on Aug. 3,
2012. Bankruptcy Judge Erik P. Kimball presides over the case.

Ocean Breeze Park Homeowners' Association operates a residential
cooperative mobile home park located at 3000 N.E. Indian River
Drive, Jensen Beach.  The shareholders have equity ownership in
the Cooperative, allowing them to hold proprietary leases which
provide for 99-year leasehold agreements.  There are 549 mobile
home units, 39 cottages and 16 recreational vehicle units.  There
are 137 units subject to the proprietary leases.

Bankruptcy Judge Erik P. Kimball presides over the case.  Lawyers
at Furr and Cohen, P.A., serve as the Debtor's counsel.

In its schedules, the Debtor disclosed $13,472,535 in assets and
$24,870,355 in liabilities.  The petition was signed by Harry
Bartlett, president.


OMEGA NAVIGATION: Has Access to Cash Collateral Until March 25
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
continued until March 25, 2013, at 2 p.m., the hearing to consider
Baytown Navigation Inc., et al.'s motion for cash collateral use.

The Court also ordered that the Debtors are authorized to use cash
collateral until March 25.  A copy of the budget is available for
free at:
http://bankrupt.com/misc/OMEGANAVIGATION_cashcoll_budget.pdf

As reported in the TCR on Jan. 8, 2013, HSH Nordbank AG, as agent,
asserts that pursuant to the senior facilities agreement and the
other senior facilities documents, the Debtors are indebted to the
senior facilities lenders in the principal amount of
US$242,720,000, plus accrued and accruing interest and all other
amounts.   The junior lenders assert a lien on inter alia, the
ships, all cash collateral and all prepetition collateral pursuant
to a $42,500,000 loan dated March 27, 2008.

As adequate protection from diminution in value of the lenders'
collateral, the Debtors will:

   -- make adequate protection payments;

   -- grant the lenders adequate protection liens in all of their
      rights, title and interest in their property, and a
      superpriority administrative expense claim status, subject
      to carve out.

   -- provide continued maintenance of, and insurance on, the
      ships and all of their other assets and property,
      consistent with the Debtors' prepetition practices.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OLDE PRAIRIE: 2nd Stab at Ch. 11 Fails; CenterPoint to Foreclose
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
dismissed the Chapter 11 case of Olde Prairie Block Owner, LLC, at
the behest of CenterPoint Properties Trust.

CenterPoint has requested that the Court dismiss the Debtor's
second chapter 11 case for cause, or in the alternative lift the
automatic stay to permit foreclosure action to proceed.

The Court also ordered that the automatic stay is lifted as to
CenterPoint and CenterPoint may proceed in its pending foreclosure
action against the Debtor in the Cicuit Court of Cook County,
Illinois.

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago in
September 2012, disclosing assets of $97 million in assets and
$80.6 million in liabilities in its schedules.  The Debtor owns
two properties: (i) the Old Prairie Property, a 53,575 square foot
parcel that has a building and a gravel paved lot at E. Cermak
Road in Chicago, and (ii) the Lakeside Property, a 159,960 square-
feet property that contains buildings in Chicago.

The Debtor said CenterPoint Properties Trust has a disputed claim
of $70.8 million, of which $63.3 million is secured.  JMB Capital
Partners is owed $3.4 million on account of DIP financing in a
previous Chapter 11 case.

Olde Prairie Block first sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  Two years later, the
bankruptcy judge in Chicago dismissed the case and granted
Centerpoint's motion to lift automatic stay to permit its state-
court foreclosure action to proceed.

In the prior case, the Debtor was represented by John Ruskusky,
Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at
Ungaretti & Harris LLP, in Chicago.  Robert R. Benjamin, Esq., at
Golan & Christie, LLP, serves as counsel to the Debtor in the 2012
Chapter 11 case.

CenterPoint is represented in the 2012 case by David F. Heroy,
Esq., and Erin E. Broderick, Esq., at Baker & McKenzie LLP.

No creditor's committee has been appointed in the case.  No
trustee has been appointed.


OSAGE EXPLORATION: Norman Dowling to Serve as Part-Time CFO
-----------------------------------------------------------
Osage Exploration and Development, Inc., entered into a CFO
Consulting Agreement with Norman Dowling to serve as a part-time
Chief Financial Officer of the Company.

Mr. Dowling has over 20 years of finance experience, including
four years as Executive Vice President and Chief Financial Officer
of The Active Network, Inc., during which time Active completed 23
acquisitions and three private equity rounds raising over $165
million, and four years as Vice President Finance, at PETCO Animal
Supplies, Inc., during which time PETCO was taken private through
a leveraged recapitalization and re-emerged as a public company
through an Initial Public Offering.  Mr. Dowling also served as
Chief Financial Officer of Factory 2U Stores, Inc., and CinemaStar
Luxury Theatres, Inc.  In addition to a number of other senior
financial positions, Mr. Dowling's experience includes six years
with Ernst & Young in audit assurance and management consultancy
roles.  Mr. Dowling holds a Bachelor of Commerce degree from
University College Dublin, Ireland.

Pursuant to the Agreement, Mr. Dowling will devote approximately
one third of his time to the Company and be compensated at a rate
of $5,000 per month.

A copy of the Consulting Agreement is available at:

                        http://is.gd/ogHUez

                      About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

GKM, LLP, in Encino, California, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2011 financial results.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit as of Dec 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $13.19
million in total assets, $5.16 million in total liabilities and
$8.03 million in total stockholders' equity.

                         Bankruptcy Warning

Management of the Company has undertaken steps as part of a plan
to improve operations with the goal of sustaining the Company's
operations for the next 12 months and beyond.  These steps include
(a) assigning a portion of the Company's oil and gas leases in
Logan County, Oklahoma (b) participating in drilling of wells in
Logan County, Oklahoma within the next 12 months, (c) controlling
overhead and expenses and (d) raising additional equity or debt.
There is no assurance the Company can accomplish these steps and
it is uncertain the Company will achieve profitable operations and
obtain additional financing.  There is no assurance additional
financings will be available to the Company on satisfactory terms
and conditions, if at all.  If the Company is unable to continue
as a going concern, the Company may elect or be required to seek
protection from its creditors by filing a voluntary petition in
bankruptcy or may be subject to an involuntary petition in
bankruptcy.


PEDEVCO CORP: Amends Current Report to Correct Disclosure Error
---------------------------------------------------------------
Pedevco Corp., on Jan. 15, 2013, filed a current report on Form
8-K that discussed under Item 4.02 (Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed
Interim Review) two restatements of the Company's financial
statements.  The Current Report on Form 8-K that the Company filed
on Jan. 15, 2013, incorrectly is shown on the Web site of the
Securities and Exchange Commission as having been filed under Item
4.01 (Changes in Registrant's Certifying Accountant).  The
Company, on January 18, filed a further amended Current Report on
Form 8-K/A to correct that error and to clarify that the subject
matter of the Company's filing pertains to Item 4.02, rather than
Item 4.01, of Form 8-K.

On Dec. 12, 2012, the Board of Directors of the Company concluded
that the consolidated financial statements of the Company for the
year ended Dec. 31, 2011, previously filed on Form 8-K/A on
Aug. 8, 2012, should no longer be relied upon and should be
restated in order to correct the Company's accounting for the
fully vested non-forfeitable stock award issued to investor
relations consultants as disclosed in Note 9 of these consolidated
financial statements.  The Company originally recorded the $69,667
value of the award as a stock service receivable in the balance
sheet as performance was not required until the Company had
completed a reverse merger transaction, at which time the 18 month
service period would commence.  Because the award is fully vested
and non-forfeitable and the Company has no ability to compel
specific performance, the Company reconsidered its accounting for
this transaction and concluded that the appropriate treatment
should have been to expense the value of the award in full.  These
consolidated financial statements are being restated to reflect
this correction.

A copy of the Amended Report is available for free at:

                       http://is.gd/JJQ0M0

                       About PEDEVCO Corp.

PEDEVCO Corp., d/b/a Pacific Energy Development  (OTCBB:PEDO) is a
publicly-traded energy company engaged in the acquisition and
development of strategic, high growth energy projects, including
shale oil and gas assets in the United States and Pacific Rim
countries.  The company's producing assets include its Niobrara
Asset located in the DJ Basin in Colorado, the Eagle Ford Asset in
McMullen County, Texas, and the North Sugar Valley Field located
in Matagorda County, Texas.  The company was founded in early 2011
and has offices in Danville, California and Beijing, China.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million in 2011,
compared with a net loss of $1.51 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$11.62 million in total assets, $3.96 million in total
liabilities, $1.25 million in redeemable series A convertible
preferred stock, and $6.41 million in total stockholders' equity.


PENNFIELD CORP: Wants More Time for Plan After Buyer Defaults
-------------------------------------------------------------
Pennfield Corporation and Pennfield Transport Company ask the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
extend their exclusive period to file a plan until May 31, 2013,
and their exclusive right to solicit acceptances or rejections
until July 30, 2013.

The Debtors relate that after purchaser Wellsource Facilities
Holding, LLC, f/k/a Carlisle Advisors, LLC, failed to advance
needed to conclude the closing on the purchase of the Debtor's
business and assets, the Debtors, on Dec. 19, 2012, declared
Wellsource in default of the Asset Purchase Agreement dated Oct.
3, 2012.  Wellsource as the DIP Lender also defaulted under the
Court's Final Order dated Nov. 8, 2012, authorizing a $2,000,000
DIP Facility to the Debtors.

                    About Pennfield Corporation

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock.  The Company owns and operates three
production mills located in Mount Joy, Martinsburg, and South
Montrose, in Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and better offers.  Carlisle had
also agreed to provide a $2.0 million DIP Loan but later defaulted
on this commitment.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield filed official lists showing assets of $7.2 million and
liabilities totaling $26.1 million, including $11.3 million in
secured claims. Debt includes $10 million owing to secured lender
Fulton Bank NA.


PENNFIELD CORP: Can Hire Rettew Assoc. as Environmental Consultant
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Pennfield Corporation to employ Rettew Associates,
Inc., as its environmental consultant.  As reported in the TCR on
Jan. 11, 2013, Rettew, as compensation for its services, is
requiring that the Debtor: (i) pay $4,200 in connection to a Phase
I Environmental Site Site Assessment for the Office Building in
Lancaster, Pa., and (ii) $3,800 in connection to a Phase I for the
farm in York, Pa., for a total maximum amount due of $8,000.

                   About Pennfield Corporation

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield filed official lists showing assets of $7.2 million and
liabilities totaling $26.1 million, including $11.3 million in
secured claims. Debt includes $10 million owing to secured lender
Fulton Bank NA.


PENSON WORLDWIDE: Seeks Approval to Hire Advisors
-------------------------------------------------
BankruptcyData reported that Penson Worldwide filed with the U.S.
Bankruptcy Court motions to retain:

   -- Paul, Weiss, Rifkind, Wharton & Garrison (Contact: Andrew N.
      Rosenberg) as attorney at the following hourly rates:
      partner at $850 to $1,160, counsel at $800 to $835,
      associate at $445 to $765 and legal assistant at $85 to
      $255;

   -- Young Conaway Stargatt & Taylor (Contact: Pauline K. Morgan)
      as attorney at hourly rates ranging from $160 to $730;

   -- Kurtzman Carson Consultants (Contact: Albert Kass) as
      administrative advisor;

   -- KPMG (Contact: Thomas D. Bibby ) as financial advisor at the
      following hourly rates: managing director/partner/principal
      at $500 to $600, manager/director at $350 to $500,
      associate/senior associate at $200 to $350 and
      intern/paraprofessional at $100 to $200;

   -- Akin Gump Strauss Hauer & Feld (Contact: Scott Barnard) as
      special litigation counsel at the following hourly rates:
      partner at $625 to $930, counsel at $560 to $600, associate
      at $365 to $435 and paraprofessional at $85 to $225; and

   -- Sandtree Finance (Contact: Peter R. Corbell) as advisor in
      connection with the restructuring of Nexa Technologies for a
      monthly fee of $25,000 and a transaction fee of $200,000.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company?s products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Moody's Withdraws 'Ca1' Rating After Bankruptcy
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Penson
Worldwide, Inc. upon its filing of bankruptcy protection on
January 11, 2013.

Ratings Rationale

The last rating action was on March 14, 2012, when Moody's
downgraded the Corporate Family Rating and Senior Secured Ratings
of Penson to Ca from Caa1 following its announcement of an
exchange offer which Moody's viewed as a distressed exchange.


PEREGRINE FINANCIAL: Wasendorf Set for Sentencing Jan. 31
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Russell R. Wasendorf Sr., the former chief executive
officer of liquidating commodity broker Peregrine Financial Group
Inc., will be sentenced on Jan. 31 in federal district court in
Cedar Rapids, Iowa, where he pleaded guilty in September to four
counts of mail fraud, embezzlement and making false statements.

According to the report, the government contends the loss to
customers exceeded $200 million, meaning that the sentences on
each count should be served consecutively up to the 50-year
maximum under sentencing guidelines.

This month the judge preliminarily ordered Mr. Wasendorf to
forfeit $100 million.  The forfeiture will become permanent at
sentencing next week.

The government calculates the loss as $215 million.  Mr. Wasendorf
believes the loss is less than $200 million, making him eligible
for a shorter sentence.  Mr. Wasendorf is being held without bail.

U.S. District Judge Linda R. Reade previously said Mr. Wasendorf
was facing a minimum of 24 to 30 years in prison given the charges
to which he pleaded guilty.

                     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.


PEREGRINE FINANCIAL: Fraud Loss Tops $215 Million, Says U.S.
------------------------------------------------------------
Ann Saphir and Tom Polansek, writing for Reuters, reported that
Peregrine Financial Group's former chief executive stole more than
$215 million from customers of his now-defunct futures brokerage
and should be sentenced to the maximum 50 years in jail, U.S.
prosecutors said on Tuesday.

Russell Wasendorf Sr., 64, who founded the firm, has pleaded
guilty to embezzlement but wants a lighter sentence, saying the
loss was less than $200 million and that he used "very basic,
simple means" to carry out his fraud, according to documents filed
by U.S. prosecutors, the report related.  Wasendorf, whose
attempted suicide sent his firm into bankruptcy last July, is in
jail in Iowa and will be sentenced on January 31, the report
noted.

Reuters reported that U.S. prosecutors say the large loss, the
sophisticated nature of the crime, and the sheer number of victims
-- more than 10,000 -- justify his spending the rest of his life
behind bars.

"While some of defendant's individual acts might be characterized
as simple in isolation, they were part of an exceedingly complex
scheme whereby defendant's entire business was used as a mechanism
to gather and purloin investor funds," prosecutors said in their
sentencing memorandum, promising to fight any attempt by Wasendorf
to receive a sentence of less than 50 years, Reuters related.

Prosecutors put the exact loss at $215,530,547, based on
Peregrine's bank records, and will call Brenda Cuypers, the firm's
chief financial officer, as a witness at the sentencing hearing
next week, Reuters said.  They had previously pegged the
embezzlement only at "more than $100 million," to which Wasendorf
pleaded guilty.

Reuters related that the collapse last July of Peregrine
Financial, known as PFGBest, dealt a blow to confidence in the
U.S. futures industry, already reeling from $1.6 billion hole in
customer pockets left when giant brokerage MF Global failed nine
months earlier.  Futures traders had never before suffered such
large losses as a result of a brokerage failure, according to
Reuters.

"To see (Wasendorf) go to jail could give some people some hope,"
James Koutoulas, co-head of the Commodity Customer Coalition,
which fought to get customer money back in both bankruptcies, told
Reuters.  "In MF Global, justice hasn't been done."  No one has
been charged with wrongdoing in MF Global's collapse, Reuters
noted.

Regulators, according to Reuters, have scrambled to patch
perceived gaps in customer protections at brokerages and exchanges
that handle contracts valued at some $2.5 trillion a day.  That
figure is set to rise as new rules push over-the-counter swaps
onto regulated trading venues.

The sentencing memorandum offers new details in the government's
account of the fraud, which Wasendorf said in a July confession
began in the early 1990s after he was hounded by an overzealous
regulator, Reuters related.  The fraud began even earlier,
prosecutors said in Tuesday's filing, when he stole at least
$250,000 from customers' accounts to pay back the original
financier of his brokerage, a person referred to in the document
only by the initials "J.C."

"Using a copy machine, defendant fabricated a bank statement to
conceal the theft of funds," the document said, Reuters quoted.
For the next nearly 20 years, prosecutors said, he faked bank
balances, fabricated deposits, and used a rented post office box
in Cedar Falls, Iowa, to intercept letters from his auditors meant
to check up on his balances at U.S. Bank.  He even went so far as
to fly from Chicago, where his firm did most of its business, to
Iowa to prevent the near-discovery of his fraud, ultimately
convincing Peregrine and U.S. Bank employees that nothing was
wrong, the document said, according to Reuters.  All the while he
worked to make Peregrine Financial seem much bigger and more
successful than it was, they said, the report related.

Wasendorf believed that "if he could make himself appear rich, the
auditors and regulators wouldn't be concerned with the state of
his personal finances and not discover it was all a fraud,"
prosecutors quoted Wasendorf as saying in a sealed presentencing
report, Reuters said.  But Peregrine was never actually
profitable, even though by its demise investors had entrusted more
than $376 million to him and his firm, they 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.


PINNACLE AIRLINES: Relocates Headquarters to Minnesota
------------------------------------------------------
Pinnacle Airlines Corp. on Jan. 24 disclosed that its headquarters
will relocate to Minnesota.  The decision came after an exhaustive
evaluation of the most cost-effective option as the Company
emerges from Chapter 11.  The present headquarters location in
Memphis, Tenn. was also evaluated.

Pinnacle's operation will be located in vacant space leased by
Delta Air Lines on Minneapolis-St. Paul International Airport
property.

"We had the responsibility to explore every aspect of our business
to find opportunities to reduce costs, including evaluating our
property leases, to find the most economical options for
Pinnacle," said John Spanjers, president and CEO of Pinnacle
Airlines.  "Our analysis covered everything from the available
labor pool and operational alignment to economic incentives.  Both
Memphis and the State of Minnesota presented very strong cases.
In the end, it was an economic decision."

"We especially appreciate the efforts of Gov. Bill Haslam and the
State of Tennessee, Mayor A C Wharton and the City of Memphis, the
Downtown Memphis Commission, our landlord at One Commerce Square,
Gov. Mark Dayton and the State of Minnesota, the Metropolitan
Airports Commission in Minneapolis-St. Paul and Delta.  They all
were very aggressive in working with us and our decision was
difficult to make."

"This is a significant milestone in our restructuring and
represents substantial progress that we expect will allow us to
continue down a path toward successfully emerging from
bankruptcy," Mr. Spanjers said.

Pinnacle presently occupies 170,000 square feet at One Commerce
Square in downtown Memphis, which houses approximately 500
employees.  Tentative plans call for the move to Minnesota to be
completed by May 2013.

                     About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.


QBEX ELECTRONICS: Has Access to Cash Collateral Until Jan. 29
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized, in a second interim order, QBEX Electronics
Corporation to use cash collateral of Bank Leumi USA until
Jan. 31, 2013.

As adequate protection, the Bank will have nunc pro tunc to
Nov. 15, 2012, a replacement lien pursuant to 11 U.S.C. Section
3611(2) on and in all property of the Debtor, and monthly payments
of interest, in accordance with the terms of the loan documents
with the Bank, for the month of December 2012 and the month of
January 2013.

The Debtor is authorized to use cash collateral for a payment of
fees to the Clerk of the Court and the United States Trustee
pursuant to 28 U.S.C. Section 1930, regardless whether these fees
are specifically addressed by the Budget.

A final hearing on the Debtor's emergency motion for interim and
final orders authorizing its use of cash collateral will be
conducted by the Court on Jan. 29, 2013, at 1:30 p.m.

                      About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on
Nov. 15, 2012.  Judge Robert A. Mark oversees the case.  Robert A.
Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson,
P.A., serve as the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.


QBEX ELECTRONICS: Can Employ Francisco Fernandez as Accountant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized QBEX Electronics Corporation to employ Francisco
Fernandez and his firm Prats Fernandez & Co. to serve as Debtor's
financial advisor and accountant.  As reported in the TCR on
Jan. 8, 2013, the firm has been the Debtor's accountants for 20
years, and provides book keeping, auditing and preparation of
financial statements for the Debtors.

                      About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on
Nov. 15, 2012.  Judge Robert A. Mark oversees the case.  Robert A.
Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson,
P.A., serve as the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.


QBEX ELECTRONICS: Committee Retaining Genovese Joblove as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of QBEX Electronics
Corporation asks the U.S. Bankruptcy Court for the Southern
District of Florida for authorization to retain Glenn D. Moses,
Esq., and the law firm of Genovese, Joblove & Battista, P.A. as
counsel to the Committee.

Genovese Joblove will:

  (a) advise the Committee with respect to its rights, powers,
      and duties in these Chapter 11 cases;

  (b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of the Chapter
      11 cases;

  (c) assist the Committee in analyzing the claims of the Debtors'
      creditors and in negotiating with such creditors;

  (d) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities, and financial condition of the
      Debtor and of the operation of the Debtors' business;

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors and/or any third party concerning matters
      related to, among other things, the use of cash collateral,
      debtor in possession financing, the liquidation of assets
      and the terms of a plan or plans of reorganization;

  (f) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in these Chapter 11 cases;

  (g) represent the Committee at all hearings and other
      proceedings in the Chapter 11 cases;

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

  (i) assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interests and objectives; and

  (j) perform other legal services as may be required and are
      deemed to be in the interests of the Committee in accordance
      with the Committee's powers and duties as set forth in the
      Bankruptcy Code.

The firm attests that it is "disinterested" as such term is
defined in 11 U.S.C. Section 101(14) and has no connection with
the Debtors, their creditors or any other party in interest.

The hourly rates for the attorneys at GJB range from $200 to $550
per hour.  The hourly rates for the legal assistants at GJB range
from $125 to $180.  GJB reserves the right to increase its hourly
rates in accordance with its normal and customary business
practices.

The hearing to consider the Committee's application is scheduled
for Jan. 29, 2013, at 1:30 p.m.

                      About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on
Nov. 15, 2012.  Judge Robert A. Mark oversees the case.  Robert A.
Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson,
P.A., serve as the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.


QUANTUM FUEL: Empery Asset Discloses 6.2% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Empery Asset Management, LP, Ryan M. Lane and
Martin D. Hoe disclosed that, as of Dec. 31, 2012, they
beneficially own warrants to purchase 3,172,578 shares of common
stock of Quantum Fuel Systems Technologies Worldwide, Inc.,
representing 6.23% of the shares outstanding.  The reporting
persons previously disclosed beneficial ownership of 4,231,900
common shares or 9.9% equity stake as of March 16, 2012.  A copy
of the amended filing is available at http://is.gd/b9fGrt

                         About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

As reported in the TCR on March 30, 2012, Haskell & White LLP, in
Irvine, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that Company incurred significant operating losses
and used a significant amount of cash in operations during the
eight months ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$65.6 million in total assets, $45.8 million, and stockholders'
equity of $19.8 million.

According to the Company's quarterly report for the period ended
Sept. 30, 2012, the Company expects that its existing sources of
liquidity will only be sufficient to fund its activities through
Dec. 31, 2012.  "In order for us to have sufficient capital to
execute our business plan, fund our operations and meet our debt
obligations over this twelve month period, we will need to raise
additional capital and/or monetize certain assets.  We are
considering various cost-effective capital raising options and
alternatives including the sale of Schneider Power and/or other
assets, and the sale of equity and debt securities.  Although we
have been successful in the past in raising capital, we cannot
provide any assurance that we will be successful in doing so in
the future to the extent necessary to be able to fund all of our
growth initiatives, operating activities and obligations through
Sept. 30, 2013, which raises substantial doubt about our ability
to continue as a going concern."


RANCHO CALIFORNIA: Creditors Meeting Continued; Plan Due March
--------------------------------------------------------------
The U.S. Trustee will convene an 11 U.S.C. Sec. 341(a) meeting of
creditors of Rancho California Center on Feb. 12, 2013 at 9:00
a.m.  The meeting will be held at 402 W. Broadway, Emerald Plaza
Building, Suite 660 (B), Hearing Room B, San Diego, California.

Acting U.S. Trustee Tiffany L. Carroll previously scheduled the
Sec. 341 meeting for Jan. 15, 2013.  But the Debtor failed to
appear and testify at the meeting prompting the U.S. Trustee to
seek a dismissal of the Chapter 11 case. There were no creditors
present at the meeting.

In view of the opposition by the Debtor, Bankruptcy Judge Louise
DeCarl Adler did not approve the dismissal, without prejudice to
the U.S. Trustee submitting a noticed motion.

On Wednesday, Jan. 23, the judge approved a stipulation requiring
the Debtor to file a Chapter 11 plan and disclosure statement by
March 11, 2013.  The stipulation was signed by the U.S. Trustee
and the Debtor.

Last month, Nationwide Life Insurance Company, which claims to be
a secured creditor of the Debtor, filed a notice that it has a
properly-perfected security interest in the Debtor's property,
known as the Northview Business Center, on account of a $3.2
million.  It said that the Debtor has been in default on the loan
since May 2012. It says that it does not consent o the Debtor's
use of cash collateral.

                     About Rancho California

Rancho California Center, doing business as North View Business
Center, filed a bare-bones Chapter 11 petition (Bankr. S.D. Calif.
Case No. 12-16157) on Dec. 10, 2012.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), filed schedules disclosing $11.3 million in assets
and $3.13 million in liabilities.  The Debtor owns a 92,000-square
feet industrial building at 4665 North Avenue, in Oceanside,
California.  The property is valued at $11 million and secures a
$3.05 million debt to Nationwide Life Insurance Co.


RESIDENTIAL CAPITAL: Wins OK to Sell $130-Mil. FHA Insured Loans
----------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York allowed Residential Capital, LLC, and its
debtor affiliates to move forward with the sale of $130 million
worth of loans insured by the Federal Housing Administration.  The
order came despite the U.S. Government's reservation of its rights
to object to the proposed sale.

The Government, represented by U.S. Attorney Preet Bharara, told
the Court that the Government may object to the Debtors' proposal
to auction off the FHA-insured loans, saying the sale may
extinguish the Government's debt setoff rights tied to the loans.
According to the U.S. Attorney, the Government held short of
objecting to the proposed auction but said it was reviewing the
proposed sale to see if the auction stifles its practice of
withholding FHA insurance payments on the government-guaranteed
mortgages.

In order to facilitate the sale of the assets, the Court set
Feb. 6, 2013, as the last day by which any party wishing to submit
a bid for the FHA-insured loans must do so.  The Sale Hearing will
be held before Judge Glenn on April 11.  Objections to the sale
must be filed on or before April 4.

A full-text copy of the form of the mortgage loan purchase and
interim servicing agreement (MLPISA) in relation to the sale of
the FHA-insured loans, dated Jan. 15, is available at:

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

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or   215/945-7000).


RESIDENTIAL CAPITAL: 25 Highest Paid Employees Won't Get Bonus
--------------------------------------------------------------
The Bankruptcy Court authorized Residential Capital LLC and its
affiliates to distribute payments under the Residential Capital,
LLC Annual Incentive Plan to the eligible employees, other than
participants in the KEIP and KERP, so long as the eligible
employees receive, in the aggregate, no more than 100% of the
award amount approved and authorized by the Compensation Committee
of the Debtors' Board of Directors.

The Debtors are not allowed to make or accrue any payments under
the AIP to employees that qualify as employees whose total
compensation ranks them among the top 25 highest paid employees at
AFI and its subsidiaries, including the Debtors.

The AIP will comply will all the restrictions of Troubled Asset
Relief Program, and the Debtors are directed to make revisions as
necessary to comply with TARP, including any future determination
letter issued by the United States Department of the Treasury's
Office of the Special Master.

The Debtors will defer 25% of all AIP cash payments to a single
Debtor employee that is within the Next 75 who has total cash
compensation deemed earned for 2012 of greater than $500,000 for
at least one year and also defer 50% of the Next 75 employee's AIP
payment for two years, unless otherwise permitted by the OSM.

                      $33+ Million in Bonuses

Tracy Hope Davis, the U.S. Trustee for Region 2, opposed ResCap's
bid to pay out more than $33 million in normal annual bonuses to
more than 75% of its employees.

The Justice Department's bankruptcy monitor says while ResCap is
presenting the bonuses as an "ordinary course" transaction, the
company still needs to disclose enough information to adhere to
the bonus requirements set out by the Bankruptcy Code, according
to the report.

Residential Capital sought under the AIP to pay bonuses to about
3,000 out of 3,926 employees.

The U.S. Trustee pointed out that ResCap has not provided
information and reasons why it has met the strict requirements of
Section 530 of the Bankruptcy Code, which governs bonus and
incentive plan payments to employees.

The U.S. Trustee complained that with respect to the 185 Key
Employee Incentive Plan/Key Employee Retention Plan Participants,
the proposed AIP payments to the KEIP Participants are retentive
and therefore barred by Section 503(c)(1).  Even if the AIP
payments to the KEIP Participants were determined to be incentive-
based, both the KEIP Participants and the KERP Participants would
have to satisfy Section 503(c)(3) and justify the AIP payments,
which, at a minimum, would require the Debtors to establish that
the previously approved KEIP and KERP awards did not contemplate
the entirety of the compensation to be paid to the KEIP/KERP
Participants, the U.S. Trustee further argued.

                           AIP Payments

In a separate filing, the Official Committee of Unsecured
Creditors stated that it has no objection to the Debtors' request
to make AIP payments to employees that are not also participating
in the KEIP and KERP programs.  However, the Committee said it has
expressed concerns to the Debtors regarding the amount of the AIP
payments requested for employees who are also participating under
the KEIP and KERP.

The Committee said it is engaging in discussions with the Debtors
regarding the amount of the AIP payments for these employees, and
the Debtors have assured the Committee that they will continue to
negotiate in good faith to achieve a reduction that is acceptable
to the Committee prior to the hearing.  In the event the
negotiations prove unsuccessful, the Committee reserved its right
to file an objection to the Motion and raise any objections or
issues at the hearing.

In response to the U.S. Trustee's objection and the Committee's
reservation, the Debtors clarified that, at the time the KEIP/KERP
programs were proposed, the Debtors both disclosed that the
covered employees would have the ability to earn an AIP award, and
provided parties-in-interest with target AIP awards for the KEIP
and KERP participants.  The KEIP/KERP programs were priced so that
the aggregate annual compensation, including the key employee
awards, would be consistent with the company's historical market
compensation target.  In fact, in recognition of the Court's
comments in connection with its analysis of the proposed KEIP/KERP
Motion, the Debtors took the proactive approach to reduce the AIP
pool for KEIP participants by 30% for 2012, and after discussions
with the Committee, the Debtors have agreed to further reduce the
aggregate AIP pool for KEIP and KERP participants by an additional
10%, which results in (i) an overall reduction of the AIP pool for
KEIP participants by 37% and (ii) a reduction of the AIP pool for
KERP participants by 10%, as compared to the AIP pool for those
same individuals in 2011.

Accordingly, the Debtors maintain, the proposed AIP funding levels
are appropriate under the circumstances of the Chapter 11 cases,
represent a reasonable exercise of their business judgment and
should be approved by the Court.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or   215/945-7000).


RESIDENTIAL CAPITAL: Feb. 28 Hearing on Payments to PwC
-------------------------------------------------------
The Bankruptcy Court entered a second interim order authorizing
Residential Capital LLC and its affiliates to compensate
PricewaterhouseCoopers LLP for services rendered in connection
with the FRB Foreclosure Review.  A final hearing on the Debtors'
request to pay PwC is scheduled for February 28, 2013.

As reported in the Oct. 2 edition of the TCR, the Official
Committee of Unsecured Creditors opposed the Debtors' request
to pay $250 million in fees to PricewaterhouseCoopers for mortgage
foreclosure review services raises serious questions regarding the
best interests of the estates, not the least of which is why the
Debtors -- or federal regulators, for that matter -- should prefer
to continue these vast expenditures rather than to devise a more
streamlined method to redirect more money to pay borrowers.

A subsequent filing said the Creditors Committee has agreed for
GMAC Mortgage LLC to pay PwC, and two other firms during the 90
days following entry of interim orders.

The TCR reported in September 2012 that in connection with the
agreement with Residential Capital, Ally Financial Inc. and Ally
Bank to develop and implement risk management and corporate
governance procedures in order to ensure prospective compliance
with applicable foreclosure-related regulations and laws, Debtor
GMAC Mortgage LLC agreed to pay for an extensive, independent file
review regarding certain residential foreclosure actions and
foreclosure sales prosecuted by the Debtors.

Pursuant to the FRB Foreclosure Review requirement, the Debtors
hired PricewaterhouseCoopers, LLP, as independent consultant.
PwC has been tasked with (i) working to plan and develop
procedures for conducting the FRB Foreclosure Review; (ii)
identifying loan populations for review; (iii) monitoring a
borrower outreach complaint process; (iv) reviewing a sample of
more than 5,000 loan files, as well as more than 12,000 borrower
outreach complaints, for missing documentation or other issues;
and (v) developing a recommended remediation in the event that
PwC identifies errors.

Accordingly, the Debtors sought the Court's authority to employ
PwC under Section 363 of the Bankruptcy Code and pay the firm for
the services it rendered before and after the Petition Date.

The Debtors agreed to pay PwC according to the firm's hourly
rates:

      Partner                            $630
      Managing Director                  $610
      Senior Manager/Director            $470
      Manager                            $370
      Senior Associate                   $300
      Associate                          $235

The Debtors estimated that the cost of the FRB Foreclosure Review
could reach approximately $180 million, although based on
subsequent events, it has become apparent that the costs of
compliance with the FRB Foreclosure Review could increase well
above that amount, perhaps reaching $250 million.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or   215/945-7000).


RLD INC: Court Enters Final Decree Closing Reorganization Case
--------------------------------------------------------------
The Hon. Alan Jarovsky of the U.S. Bankruptcy Court of the
Northern District of California entered a final decree closing the
Chapter 11 case of RLD, INC.

On Aug. 22, 2012, the Debtor confirmed the Plan dated April 6,
2012, which provides that holders of secured claims will be paid
in full, or, otherwise, will retain the real property collateral
in full satisfaction of said allowed claim.  Unsecured claims are
to be paid the aggregate sum of $150,000, in monthly installments
of $3,000, distributed on a pro rata basis to the holders on a
quarterly basis, with the balance paid in full within one year of
the revesting of the Lorraine E. Ring bankruptcy estate's property
in Lorraine E. Ring.  Holders of allowed interests will retain the
interests subject to the terms of the Plan.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/RLD_INC_ds.pdf

                          About RLD Inc.

RLD, Inc., based in Santa Rosa, California, filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 11-14071) on Nov. 7, 2011.
Judge Alan Jaroslovsky presides over the case.  The Law Offices of
Steven M. Olson serves as the Debtor's counsel.  The Debtor
disclosed $10,824,405 in assets and $19,304,145 in liabilities as
of the Petition Date.

Under the Plan, holders of secured claims will be paid in full,
or, otherwise, will retain the real property collateral in full
satisfaction of said allowed claim.  Unsecured claims will be paid
the aggregate sum of $150,000, in monthly installments of $3,000,
distributed on a prorata basis to the holders on a quarterly
basis, with the balance paid in full within one year of the
revesting of the Lorraine E. Ring bankruptcy estate's property in
Lorraine E. Ring.




SEARS HOLDINGS: Kmart Presents Challenge
----------------------------------------
The Wall Street Journal's Dana Mattioli reports Edward Lampert --
who in early January announced he would take on the additional
title of Sears Holdings chief executive after the current CEO said
he would be stepping down in February -- will have to deal with
Kmart, the retailer he bought out of bankruptcy.  Kmart has
stumbled in recent quarters because of increased competition,
missteps in its grocery business and turf battles.

The report notes Kmart, which accounted for about 37% of Sears
Holdings' 2011 revenue and is the asset upon which Mr. Lampert
built his department-store empire over the past decade, is
watching its sales move in the wrong direction.

WSJ relates Gary Balter, a retail analyst at Credit Suisse,
described Kmart as "terminally challenged" in a recent research
report. "What's Kmart's strength?" he said in an interview.
"There isn't one to speak of."

Mr. Lampert gained control of Kmart in 2003 after buying up its
debt while the retailer was in bankruptcy proceedings. Then, two
years later, he combined it with Sears in a $12.3 billion deal.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SINO-FOREST CORP: Plan Implementation Date Expected for Jan. 29
---------------------------------------------------------------
Sino-Forest Corporation on Jan. 24 announced that the Plan
Implementation Date, the date on which the Company's CCAA Plan of
Compromise and Reorganization dated December 3, 2012 is to become
effective, has been extended with the consent of the Initial
Consenting Noteholders and the Monitor.  While Sino-Forest has
been working diligently with the Monitor and counsel to the
Initial Consenting Noteholders to complete the implementation of
the Plan, certain additional work is still necessary before the
Plan can become effective.  The Plan Implementation Date is now
expected to occur on or about January 29, 2013 and in any event
before the end of January, 2013.

                     About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption.  The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


SOUTHERN AIR: Taps Byron Advisors as Independent Contractor
-----------------------------------------------------------
Southern Air Holdings, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Byron
Advisors, LLC as an independent contractor to provide management
services to the Debtors; and designate William B. Murphy as chief
restructuring officer.

Byron Advisors and Mr. Murphy will, among other things:

   -- oversee and assist the Debtors with preparation of proposed
      and final financial forecasts/budgets for 2013 and
      subsequent years;

   -- assist in the preparation of financial reporting and
      corresponding business planning and capital allocations in
      accordance with the Debtors' chapter 11 plan; and

   -- maintain the Debtors' relationship with the lenders and the
      Creditors Committee.

The parties agree to this compensation structure:

   1) The Debtors will pay a $20,000 retainer upon execution of
the CRO Agreement.

   2) In exchange for the CRO services, the Debtors will pay Byron
Advisors $20,000 bi-weekly, for an aggregate monthly payment of
$40,000.

   3) The Debtors will reimburse all reasonable, incidental and
related expenses.

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

A hearing on Jan. 29, 2013 at 10 a.m. has been set.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.
Lowenstein Sandler PC now known as Lowenstein Sandler
LLP and Pachulski, Stang, Ziehl & Jones LLP serves as its co-
counsels, and Mesirow Financial Consulting LLC serves as its
financial advisor.


SPIRIT REALTY: To Merge with Cole Credit Property Trust
-------------------------------------------------------
Spirit Realty Capital, Inc., and Cole Credit Property Trust II
announced that their Boards of Directors have unanimously approved
a definitive agreement to merge their companies to create the
second largest publicly traded triple-net-lease REIT in the United
States with a pro forma enterprise value of approximately $7.1
billion.

The combined company, which will retain the Spirit Realty name and
trade on the New York Stock Exchange under the ticker symbol
"SRC," will own or have an interest in 2,012 properties in 48
states.  It will have a significantly enhanced scale and scope, a
more broadly diversified portfolio of high-quality real estate
assets and enhanced access to capital.  The current management
team of Spirit Realty will lead the combined company.  The
transaction is expected to close in the third quarter of 2013.

"This merger significantly accelerates Spirit Realty's business
strategy and better positions us to deliver long-term value to our
shareholders," said Thomas H. Nolan, Jr., chairman and chief
executive officer of Spirit Realty.  "CCPT II's portfolio
represents one of the largest and highest-quality portfolios of
net lease assets.  The addition of CCPT II's portfolio effectively
doubles the size of our portfolio.  As a result, the merger
further diversifies us both geographically and by industry,
reduces our tenant concentration, improves the overall credit
quality of our portfolio and increases operating efficiency.  We
also expect the merger to enhance our access to the capital
markets and better position us to take advantage of consolidation
opportunities in the net lease space.  We are excited about the
outlook for the triple-net industry and about our position in it,
and we look forward to delivering attractive and stable value to
shareholders of our combined company."

Christopher H. Cole, founder and executive chairman of Cole, said,
"The independent directors of the CCPT II Board, with the
assistance of legal and financial advisors, thoroughly evaluated
potential options to maximize value for our shareholders.  We are
confident that this transaction is in the best interest of all
shareholders.  As of the date of this announcement, it represents
a positive cumulative total return on their investment and
provides an opportunity for liquidity in what will be one of the
largest publicly traded net lease REITs.  Despite operating
through a challenging time in the real estate cycle, we are
pleased with the value this provides our investors.  Our
disciplined investment philosophy of acquiring high-quality,
income producing properties, net-leased to long term creditworthy
tenants, was the foundation that allowed the CCPT II portfolio of
assets to deliver great results.  With this transaction, Spirit
Realty shareholders will own a best-in-class portfolio."

The merger of Spirit Realty and CCPT II creates a number of
significant financial and operational benefits:

   * Additional Size and Scale: The combination of the Spirit
     Realty and CCPT II portfolios will create a sector-leading
     public company with 2,012 properties across 48 states.  The
     company will have the added scale and financial flexibility
     to competitively pursue additional properties and generate
     increased capital appreciation from its targeted real estate
     investments.

   * Broadened Tenant Credit Profile: The combined portfolio will
     consist of sub-investment grade, investment grade and non-
     rated properties.  Spirit Realty's investment strategy will
     be expanded with the addition of CCPT II's portfolio.  The
     new portfolio will have a broader, more diverse credit
     profile with attractive risk/return characteristics that
     Spirit Realty believes will offer more opportunities for
     value creation.  The lease profile of the combined company
     will be highly attractive, consisting of many investment
     grade tenants and a weighted average lease term of 10.6
     years, supported by Spirit Realty's proven and disciplined
     credit analysis and investment process.

   * Diversified Tenant Base: The top ten tenants of the combined
     portfolio will represent approximately 37% of the total
     portfolio, down from approximately 52% in Spirit Realty's
     standalone portfolio.  The largest tenant will represent
     approximately 16% of the total portfolio.

Additionally, lease revenues will be more broadly diversified
across industries and geography.  Further, approximately 19% of
the rental revenue of the combined portfolio will come from
tenants with investment grade ratings.

   * Operating Expenses Absorbed Across a Larger Portfolio: By
     doubling the size of the portfolio without significantly
     increasing administrative expenses and assuming CCPT II's
     asset manager function, the company will achieve materially
     greater operating efficiencies.

   * Increased Financial Strength and Flexibility: As a larger
     company, the new company will be able to optimize its balance
     sheet and employ cost-effective equity and debt financing
     available in the public markets, generating higher growth
     metrics while increasing stability.

Pursuant to the terms of the merger agreement, Spirit Realty
shareholders will receive a fixed exchange ratio of 1.9048 CCPT II
shares for each share of Spirit Realty common stock owned (equates
to 0.525 Spirit Realty shares for each share of CCPT II).  The
combined company will immediately list its common shares on the
NYSE and will trade under Spirit Realty's existing ticker SRC.
Based on Spirit Realty's closing price of $17.82 per share on
Jan. 18, 2013, the exchange ratio implies a value of $9.36 per
CCPT II share and reflects a positive cumulative total return
including dividends of 20-42% for shareholders of CCPT II,
depending on the shareholder holding period.  When compared to the
volume weighted average price of Spirit's share price from the
date of its inclusion in the Russell 2000 Index through the
closing price on Jan. 18, 2013, which was $17.66, the exchange
ratio implies a value of $9.27 per CCPT II share.  Based on the
volume weighted average price of Spirit Realty over the last 20
trading days of $17.47 per share, the exchange ratio implies a
value of $9.17 per CCPT II share.  Following the close, CCPT II
shareholders are expected to own approximately 56% and Spirit
Realty shareholders approximately 44% of the common shares of the
combined REIT.  Spirit Realty's largest shareholders, Macquarie
Capital and TPG-Axon, who together own approximately 15% of Spirit
Realty, have executed agreements that state their intention to
vote in favor of the transaction.

The transaction is expected to be slightly accretive to Spirit
Realty's funds from operations per share following closing,
pending completion of the company's purchase accounting analysis.
Shareholders can expect to continue to see, without disruption, a
dividend distribution from their investment.  CCPT II will pay no
internalization fee or transaction fees to Cole.

The combined company will continue to employ Spirit Realty's
proven credit analysis and asset management skill set.  The
combined company will have a nine-member board of directors, seven
of whom will be existing board members of Spirit Realty and two
who will be representatives from CCPT II.

The completion of the transaction is subject to the receipt of
approval of the majority of shares outstanding of Spirit Realty
and CCPT II and customary regulatory approvals and closing
conditions.  A joint proxy statement/prospectus will be filed on
Form S-4 with the Securities and Exchange Commission, which will
describe the proposed merger.

Barclays served as financial advisor to Spirit Realty, and Latham
& Watkins LLP served as legal advisor to Spirit Realty.

Morgan Stanley and UBS Investment Bank served as financial
advisors to CCPT II, and Goodwin Procter LLP served as legal
advisor to CCPT II.  Gleacher & Company served as financial
advisor to the Special Committee of CCPT II and Ropes & Gray LLP
served as legal advisor to the Special Committee of CCPT II.

Spirit Realty and Cole Credit provided certain information
regarding the announcement the Agreement and Plan of Merger, dated
as of Jan. 22, 2013.  The slides used in connection with this
analyst and investor presentation are available at:

                       http://is.gd/HD3yBN

                       About Spirit Finance

Spirit Finance Corporation (now known as Spirit Realty Capital,
Inc.) headquartered in Phoenix, Arizona, is a REIT that acquires
single-tenant, operationally essential real estate throughout
United States to be leased on a long-term, triple-net basis to
retail, distribution and service-oriented companies.

The Company's balance sheet at Sept. 30, 2012, showed $3.20
billion in total assets, $1.98 billion in total liabilities and
$1.22 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Oct. 9, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Spirit Realty
Capital Inc. (Spirit) to 'B' from 'CCC+'.   "The upgrade reflects
Spirit Realty Capital Inc.'s successful completion of an IPO of
its common stock, which raised $465 million of net proceeds," said
credit analyst Elizabeth Campbell.

In the Sept. 15, 2011, edition of the TCR, Moody's Investors
Service affirmed the corporate family rating of Spirit Finance
Corporation at Caa1.

"This rating action reflects Spirit's consistent compliance with
its term loan covenants throughout the downturn (despite
relatively thin cushion at certain times), as well as the recent
debt paydown which, in Moody's view, will help Spirit remain in
compliance within the stated covenant limits going forward."


STEREOTAXIS INC: Offering 790,000 Shares Under Incentive Plan
-------------------------------------------------------------
Stereotaxis, Inc., filed a Form S-8 registration statement with
the U.S. Securities and Exchange Commission registering 790,000
shares of common stock under the Company's 2012 Stock Incentive
Plan for a proposed maximum aggregate offering is $1.6 million.
A copy of the prospectus is available at http://is.gd/wWAFyy

                          About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $35.17
million in total assets, $50.42 million in total liabilities and a
$15.25 million total stockholders' deficit.


SUPERMEDIA INC: Director David Hawthorne Dies at 62
---------------------------------------------------
SuperMedia Chairman of the Board Doug Wheat announced the passing
of David E. Hawthorne, a member of the company's Board of
Directors since 2009, on Friday, Jan. 18, at the age of 62.

"David was a colleague and friend to many of us," Wheat said.  "He
was a valued member of the Board of Directors, and we will miss
his spirit and insights."

Mr. Hawthorne served on several committees of the SuperMedia
board, including the Compensation Committee and Audit Committee.
He had led Hawthorne Management LLC since 2005, a firm that
develops, owns, and operates commercial real estate in central
Florida.  He previously served as a consultant to Friedman's Inc.,
assisting the jewelry retailer in investigating operating and
financial issues.  From 2001 to 2003, Hawthorne was the President
and Chief Executive Officer of Lodgian, Inc., an independent hotel
owner and operator.

Mr. Hawthorne was a consultant for FTI Consulting, Inc., from 2000
to 2001, during which time he served as Executive Vice President
and Chief Restructuring Officer of Tower Records, Inc.  Mr.
Hawthorne also served as the acting Chief Executive Officer of
Premier Cruise Lines, the Executive Vice President and Chief
Financial Officer of Alliance Entertainment Corporation, and the
Chairman and Chief Executive Officer of Servico Hotels and
Resorts, Inc.

                       About Supermedia 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.

The Company's balance sheet at Sept. 30, 2012, showed
$1.44 billion in total assets, $1.91 billion in total liabilities,
and a $470 million total stockholders' deficit.


TCI COURTYARD: Can Access Trust Cash Collateral Until Feb. 28
-------------------------------------------------------------
On Jan. 24, 2013, the U.S. Bankruptcy Court for the Northern
District of Texas entered an agreed interim order authorizing TCI
Courtyard, Inc., to use cash collateral of the Trust, to pay the
actual, ordinary, necessary and reasonable expenses in accordance
with an Operating Budget, until Feb. 28, 2013.

As of Petition Date, the Debtor is obligated to CWCapital Asset
Management LLC, solely in its capacity as Special Servicer for
Wells Fargo Bank, N.A., f/k/a Wells Fargo Bank Minnesota, N.A., as
Trustee for the Registered Holders of J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2001-C1 (the "Trust") pursuant to that
certain Promissory Note dated as of Sept. 28, 2001, in the
original principal amount of $12,360,000.

Beginning on Dec. 1, 2012, the Debtor will make adequate
protection payments to the Trust in the amount totaling
$55,416.67.

The Trust is granted a first priority replacement lien upon all of
the Debtor's after acquired tangible and intantible real and
personal property and related proceeds, but excluding all causes
of action under Chapter 5 of the Bankruptcy Code and excluding
assets acquired after confirmation of a Chapter 11 plan.

Attorneys for CWCapital Asset Management, LLC, may be reached at:

          Brent Procida, Esq.
          VENABLE, LLP
          750 E. Pratt Street, Suite 900
          Baltimore, MD 21202

               - and -

          Susan B. Hersh, Esq.
          SUSAN B. HERSCH, P.C.
          State Bar of Texas 09543925
          12770 Coit Road, Suite 1100
          Dallas, TX 75251

                        About TCI Courtyard

Dallas, Texas-based TCI Courtyard, Inc., dba Quail Hollow
Apartments, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
No. 12-37284) on Nov. 15, 2012.  Judge Stacey G. Jernigan presides
over the case. Eric A. Liepins, Esq., serves as the Debtor's
counsel.  In its petition, the Debtor scheduled $13,790,254 in
assets and $15,964,116 in liabilities.  The petition was signed by
Steven Shelley, vice president.

According to Troubled Company Reporter's records, TCI Courtyard
previously filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
11-34977) on Aug. 1, 2011.  The Liepins firm also served as
counsel in the previous case. The Debtor estimated assets of up to
$10 million and debts of up to $50 million in the 2011 petition.


TELETOUCH COMMUNICATIONS: Had $424,000 Net Loss in Nov. 30 Qtr.
---------------------------------------------------------------
Teletouch Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $424,000 on $5 million of total operating revenues
for the three months ended Nov. 30, 2012, compared with net income
of $7.78 million on $6.27 million of total operating revenues for
the same period during the prior year.

For the six months ended Nov. 30, 2012, the Company reported a net
loss of $632,000 on $10.22 million of total operating revenues,
compared with net income of $7.01 million on $13.76 million of
total operating revenues for the same period a year ago.

The Company's balance sheet at Nov. 30, 2012, showed $11.35
million in total assets, $18.11 million in total liabilities and a
$6.75 million total shareholders' deficit.

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

                        http://is.gd/TmyJZF

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012.  The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.


TEN SAINTS: Combined Hearing on Plan to Begin Feb. 4
----------------------------------------------------
The Ten Saints, LLC and Wells Fargo Bank, N.A. have obtained
Bankrutpcy Court approval of a stipulation that sets for various
deadlines in connection with the Debtor's Plan of Reorganization,
amended as of Sept. 25, 2012:

   Jan. 23, 2013, at 9:30 a.m.     Pre-trial conference

   Feb. 4, 11 and 12               Combined hearing for
                                   approval of the Disclosure
                                   Statement and confirmation
                                   of the Plan

   Jan. 28                         Deadline for all direct
                                   testimony, declarations an
                                   related exhibits presented
                                   for fact witnesses by
                                   declaration and by experts
                                   through the admission of
                                   expert reports into evidence
                                   at the confirmation hearing.

   Jan. 25                         Deadline for final lists of
                                   witnesses and exhibits

   Jan. 28                         Deadline for objections to the
                                   final lists of witnesses and
                                   exhibits

   Jan. 30                         Deadline for replies to
                                   objections

The stipulation also provided that Wells Fargo's objection to
confirmation of the Plan are due Jan. 18, and reply thereto is due
Jan. 28.

                  Amended Plan of Reorganization

As reported in the Dec. 5, 2012 edition of the TCR, the Plan
provides that all of the Debtor's assets will vest in the
Reorganized Debtor, which will continue to exist as a separate
entity in accordance with applicable law.  On the Effective Date
(i) the Amended and Restated Note will be executed by Reorganized
Debtor and delivered to secured lender; and (ii) the loan
documents will remain in full force and effect, save and expect
that without any further action by Reorganized Debtor or secured
lender, all of the loan documents will be deemed to have been
amended.

The Plan provides for this treatment of claims:

     (a) Secured Lender Claim I($14,488,705) -- On the Effective
         Date, all pre-Effective Date defaults under the loan
         documents will be deemed to have been cured and on the
         Effective Date, Debtor or Reorganized Debtor will be
         current and in good standing under the loan documents.
         Additionally, on the Effective Date, the loan documents
         will remain in full force and effect.

     (b) Priority Unsecured Claims ($0) -- will be paid in full,
         in cash, on the latest of: (i) the Effective Date, or
         soon thereafter as is practical; (ii) the date as may be
         fixed by the Bankruptcy Court, or as soon thereafter as
         is practicable; (iii) the 14th business day after the
         claim is allowed, or as soon thereafter as is
         practicable; or (iv) the date as the holder of the claim
         and Reorganized Debtor has agreed or will agree.

     (c) General Unsecured Claims ($212,000) -- each creditor with
         an Allowed General Unsecured Claim will be paid in full
         with interest at the Unsecured Interest Rate, which is 3%
         per annum, through Distributions tendered by Reorganized
         Debtor.

     (d) The Holders of Equity Securities of Debtor will retain
         all of their legal interests.

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

                         About Ten Saints

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


TENET HEALTHCARE: Fitch Assigns 'BB' Rating to Sr. Secured Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR1' rating to Tenet Healthcare
Corp.'s 4.5% senior secured notes due 2021. The ratings apply to
approximately $4.9 billion of debt at Sept. 30, 2012. The Rating
Outlook is Stable.

Tenet will use the proceeds of the $850 million senior secured
notes issuance to retire $714 million of its 10% senior secured
notes due 2018 in a tender offer. The balance will be used for
general corporate purposes, including acquisitions, share
repurchases and retirement of debt outstanding under its bank
revolving credit facility.

RATING SENSITIVITY/KEY RATING DRIVERS:

-- While Tenet's liquidity and financial flexibility have
incrementally improved, the company continues to exhibit industry-
lagging profitability and negative free cash flow (FCF, cash from
operations less capital expenditures, dividends and
distributions).

-- Tenet's liquidity profile is otherwise solid. Debt maturities
are small until 2015, the company has adequate available liquidity
in cash on hand and credit revolver availability, and there are no
financial maintenance covenants in effect under its debt
agreements.

-- Weak organic patient utilization trends in the for-profit
hospital industry have persisted despite the stabilization of
unemployment rates. Fitch expects this trend to continue until the
boost in patient volumes anticipated under the Affordable Care Act
starting in 2014.

-- Fitch believes that Tenet's capital deployment strategy will
become more aggressive in the near term, focused on share
repurchases and acquisitions that will likely require additional
debt funding.

DECENT HEADROOM IN CREDIT METRICS

Tenet's credit metrics, including debt leverage and interest
coverage, provide decent headroom relative to the 'B' IDR. Pro
forma for the company's fourth quarter 2012 (4Q'12) financing
activities and assuming the retirement of the $714 million secured
notes due 2018, Fitch calculates gross debt-to-EBITDA of 4.6x and
EBITDA-to-interest expense of 3.1x. Leverage through Tenet's
secured debt will increase to 2.8x EBITDA from 2.6x at June 30,
2012.

Earlier in 4Q'12, Tenet announced plans to fund up to $500 million
of share repurchases through the end of 2013 as well as up to $400
million of acquisitions. The company's issuance of $800 million in
notes in October 2012, as well as this week's note issuance, will
provide some dry powder for its capital deployment initiatives.
However, Fitch believes further debt would be necessary to fully
fund these objectives, since FCF is not anticipated to be a
significant source of funds in 2013.

IMPROVING FINANCIAL FLEXIBILITY

Tenet recently made progress in extending debt maturities and
refinancing some of its higher cost debt. In November 2011, Tenet
issued $900 million of 6.25% senior secured notes due 2018 and
used a portion of the proceeds to refund the $714 million 9%
senior secured notes maturing 2015. Also in November 2011, Tenet
entered into an amendment to its credit facility, extending final
maturity by one year, to November 2016. There is a springing
maturity under the bank facility to fourth-quarter 2014 unless the
company refinances or repays $238 million of its $474 million
9.25% senior notes maturing 2015.

Tenet's debt agreements do not include financial maintenance
covenants, except for a 2.1x fixed-charge coverage ratio test
under the bank facility that is in effect whenever availability
under the revolver is less than $80 million (at Sept. 30, 2012,
availability was $430 million).

Tenet does have capacity for additional debt under its debt
agreements. The senior secured note indentures limit the company's
ability to issue additional secured debt. Secured debt is
permitted up to the greater of (i) $3.2 billion and (ii) 4.0x
EBITDA ($4.6 billion at Sept. 30, 2012). Debt secured on a basis
pari passu to the secured notes is limited to the greater of (i)
$2.6 billion and (ii) 3.0x EBITDA ($3.5 billion at Sept. 30,
2012). Prior to this week's financing activities, Fitch estimated
that Tenet has about $1.4 billion of incremental total secured
debt capacity and $300 million in first lien secured debt
capacity.

STRAINED FCF PROFILE

While Tenet generates strong and consistent cash from operations,
the company has been unable to generate positive FCF since the
middle of last decade. Fitch believes that Tenet's inability to
generate FCF stems from several issues, most notably its industry-
lagging profitability and relatively high cash interest expense on
some of its debt issues.

While the company has made incremental progress in addressing
these issues, its negative FCF profile remains the most important
credit risk. In the LTM ended Sept. 30, 2012, Tenet produced FCF
of negative $44 million. Although the company continues to consume
cash, the degree of cash burn has improved significantly since
2006. The company's negative FCF in recent periods was influenced
by an increase in accounts receivable due to the delay of state
Medicaid payments and provider taxes, and higher cash payments for
litigation expense.

Fitch projects that Tenet's FCF will be about break-even in 2013.
This projection is based on the reversal of some of the above-
mentioned drags on cash generation and positive cash tax
implications of a $1.7 billion net operating loss that the company
brought on its books in late 2010.

IMPROVEMENT IN OPERATING RESULTS

Tenet's patient volume growth trends shifted favorably beginning
in 2011 and, for 3Q'12, Tenet reported adjusted admissions growth
of 1.4%, its eighth consecutive quarter of positive growth.
Positive volume growth has helped the company to improve its
profitability. Tenet continues, however, to be less profitable
than its peers. The company's EBITDA margin in recent periods has
hovered around 12%-13%, which Fitch estimates is nearly 280 bps
lower than the average of other publicly traded for-profit
hospital operators.

Tenet's recently improved level of profitability should be
supported by its high level of outpatient healthcare services
acquisitions. Starting in 2010, the company began a strategy of
vertical integration in markets where it has an existing inpatient
hospital presence, buying various outpatient assets such as
diagnostic imaging centers, ambulatory surgery centers and
oncology centers.

This acquisition strategy is somewhat different than the current
focus of Tenet's peer companies, which is to augment weak organic
growth through the acquisition of inpatient acute-care hospitals.
Outpatient acquisitions will not have as immediate an impact on
topline growth as inpatient acquisitions because outpatient
volumes generate less revenue. Outpatient volumes are, however,
typically more profitable. Tenet currently generates only about
one-third of its revenue from outpatient service, versus 50%-60%
for its peer companies.

GUIDELINES FOR FURTHER RATING ACTIONS

A positive rating action could result from a combination of the
following:

-- An expectation of debt maintained below 5.0x EBITDA;

-- A nearly 200 bps improvement in the EBITDA margin to around
    14%;

-- A FCF margin sustained around 3%, which is a level Fitch views
    as consistent with a 'B+' IDR for an operator of for-profit
    hospitals.

Continued successful execution of the company's acquisition
strategy leading to growth in the proportion of revenues derived
from more profitable outpatient volumes, as well as growth of
Tenet's Conifer Health Solutions business are some potential
drivers of financial improvement that could result in an upgrade
of the ratings.

A negative rating action could result from a combination of these:

-- An expectation of debt maintained above 5.5x EBITDA;
-- A deterioration in recently improved profitability;
-- Persistently negative FCF generation, particularly if this
    coincides with an amelioration of the FCF headwinds affecting
    the broader for-profit hospital industry.

Deterioration in the financial profile leading to a negative
rating action would likely be the result of poor organic
performance in Tenet's major markets. The company is heavily
exposed to Florida and Texas (about 45% of licensed beds), where
Medicare payments to providers have been particularly stressed,
although Fitch believes the trend of declining Medicaid payments
has bottomed.

DEBT ISSUE RATINGS

Fitch rates Tenet as follows:

-- IDR 'B';
-- Senior secured credit facility and senior secured notes
    'BB/RR1';
-- Senior unsecured notes 'B-/RR5'.

The Recovery Ratings (RR) reflect Fitch's expectation that the
enterprise value of Tenet will be maximized in a restructuring
scenario (going concern), rather than a liquidation. Fitch uses a
6.5x distressed enterprise value (EV) multiple and stresses LTM
EBITDA by 35%, considering post restructuring estimates for
interest and rent expense and maintenance-level capital
expenditure. The 6.5x multiple is based on recent acquisition
multiples in the healthcare provider space as well as the recent
trends in the public equity valuations of the for-profit hospital
providers.

Fitch estimates Tenet's distressed enterprise valuation in
restructuring to be approximately $5 billion. The 'BB+/RR1' rating
on the senior secured bank facility and senior secured notes
reflects Fitch's expectations for 100% recovery for these
creditors. The 'B-/RR5' rating on the unsecured notes rating
reflects Fitch's expectations for recovery of 22% of outstanding
principal.

Total debt of $4.9 billion at Sept. 30, 2012 consisted primarily
of:

Senior unsecured notes:
--$216 million due 2013;
--$60 million due 2014;
--$474 million due 2015;
--$750 million due 2020;
--$430 million due 2031.

Senior secured notes:
--$714 million due 2018;
--$1.041 billion due 2018;
--$925 million due 2019.


THERAPEUTIC SOLUTIONS: James Boyd Discloses 11.7% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, James P. Boyd disclosed that, as of
Jan. 17, 2013, he beneficially owns 9,535,000 shares of common
stock of Therapeutic Solutions International, Inc., representing
11.7% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/68chiC

                    About Therapeutic Solutions

Oceanside, Calif.-based Therapeutic Solutions International, Inc.,
manufactures and sells AMPSA Products to licensed dentists.

The AMPSA Products are FDA cleared for the prophylactic treatment
of medically diagnosed migraine pain as well as migraine
associated tension-type headaches, by reducing their signs and
symptoms through reduction of trigeminally innervated muscular
activity.

AMPSA Products are either fitted chairside by licensed dentists or
produced and sold on a semi-custom basis by dental laboratories.
AMPSA Products are made of polycarbonate plastic and are designed
to fit over either the upper or lower front incisor teeth and
protect teeth, muscles and joints by significantly suppressing
parafunctional muscle contraction.

The Company's balance sheet at June 30, 2012, showed $3.0 million
in total assets, $3.3 million in total liabilities, and a
stockholders' deficit of $295,691.

As reported in the TCR on Nov. 5, 2012, PLS CPA, a Professional
Corp., in San Diego, expressed substantial doubt about Therapeutic
Solutions' ability to continue as a going concern.  The
independent auditors noted that under the New License Agreement
the Company's rights to sell Anterior Midpoint Stop Appliances to
the US market (81% of total revenue) will expire at the end of
2012.


THERAPEUTIC SOLUTIONS: Timothy Dixon Discloses 26.7% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Timothy G. Dixon disclosed that, as of
Jan. 17, 2013, he beneficially owns 22,106,400 shares of common
stock of Therapeutic Solutions International, Inc., representing
26.7% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/O0qzwb

                    About Therapeutic Solutions

Oceanside, Calif.-based Therapeutic Solutions International, Inc.,
manufactures and sells AMPSA Products to licensed dentists.

The AMPSA Products are FDA cleared for the prophylactic treatment
of medically diagnosed migraine pain as well as migraine
associated tension-type headaches, by reducing their signs and
symptoms through reduction of trigeminally innervated muscular
activity.

AMPSA Products are either fitted chairside by licensed dentists or
produced and sold on a semi-custom basis by dental laboratories.
AMPSA Products are made of polycarbonate plastic and are designed
to fit over either the upper or lower front incisor teeth and
protect teeth, muscles and joints by significantly suppressing
parafunctional muscle contraction.

The Company's balance sheet at June 30, 2012, showed $3.0 million
in total assets, $3.3 million in total liabilities, and a
stockholders' deficit of $295,691.

As reported in the TCR on Nov. 5, 2012, PLS CPA, a Professional
Corp., in San Diego, expressed substantial doubt about Therapeutic
Solutions' ability to continue as a going concern.  The
independent auditors noted that under the New License Agreement
the Company's rights to sell Anterior Midpoint Stop Appliances to
the US market (81% of total revenue) will expire at the end of
2012.


THERAPEUTIC SOLUTIONS: 223.9MM Shares Released for Cancellation
---------------------------------------------------------------
As previously reported, on Aug. 24, 2012, Therapeutic Solutions
International, Inc., entered into a Master Dispute Resolution
Agreement with James P. Boyd, Boyd Research, Inc., and TMD
Courses, Inc., and Timothy G. Dixon and Gerry B. Berg, a License
Agreement with Boyd Research, Inc., and TMD Courses, Inc., an
Escrow Agreement with Boyd and with Chicago Title Company as
escrow agent, and a Voting Agreement with Boyd.

Under the MDRA, Boyd agreed to surrender 223,991,933 shares of
Company common stock and resigned as a director of the Company.
The MDRA also provided that Boyd's employment with the Company
would continue throughout 2012, with his salary rate reduced to
$100,000 per annum as of the date of the MDRA.  Also, the Boyd
Parties agreed never to directly or indirectly sell into the
public market, in any rolling 90-day period, more than 1% of the
Company's then-outstanding common stock; and they agreed to a 10-
year standstill prohibiting them from further acquisitions of the
Company's stock (except for any stock option exercises through
March 31, 2013) and from seeking or assisting to acquire or gain
control of the Company.  And, the Boyd Parties agreed not to,
except in conjunction with other stockholders (unaffiliated with
them) holding at least 1,000,000 shares of the Company's common
stock, exercise any stockholder rights other than the right to
vote.

Under the Escrow Agreement, Boyd placed the 223,991,933 shares of
Company common stock in escrow, to be released to the Company for
cancellation when the Company finished making timely estimated
minimum royalties and other payments, all totaling $351,000, into
the escrow for the benefit of Boyd; $301,000 of the $351,000
consisted of estimated minimum royalties payments which roughly
corresponded to the amount of royalties on anterior midpoint stop
appliance intraoral devices net sales which the Company
anticipated it would owe the Boyd Parties anyway for the remainder
of 2012.

The Company completed the payment of the $351,000 on Jan. 17,
2013, and on that date, the escrow agent released those
223,991,933 shares of Company common stock to the Company for
cancellation.

As a result of the release of those shares to the Company and the
cancellation of those shares, Dixon's beneficial ownership
percentage of the Company's common stock increased from 5.5% (as
of before the MDRA; as part of the MDRA, Boyd transferred
5,000,000 shares of the Company's common stock to Dixon) to 26.7%.
Also, all of the Company's other stockholders' beneficial
ownership percentage of common stock increased substantially
because that cancellation reduced the Company's number of total
outstanding common shares from 305,458,333 to 81,466,400.  This
increase in Dixon's beneficial ownership, viewed together with his
Board of Directors seat and his positions as the Company's
Chairman, Chief Executive Officer and President, may be considered
to constitute a change in control of the Company, in favor of
Dixon.

Boyd is no longer associated with the Company as an employee,
officer or director.  As a result of the release of those shares
to the Company and the cancellation of those shares, Boyd's
beneficial ownership percentage of the Company's common stock
decreased from 78% to 11%; and his beneficial ownership percentage
would further decrease to 8% if he does not exercise his stock
options by their March 31, 2013, termination date (assuming no
other changes in his ownership of outstanding shares or in the
Company's number of total outstanding common shares).

As previously reported, before the License Agreement the Company
and certain Boyd Parties were party to an Exclusive License
Agreement dated April 1, 2011, as amended on Nov. 1, 2011, and the
Company's predecessor Splint Decisions, Inc., and certain Boyd
Parties were party to an Exclusive License Agreement dated
Oct. 22, 2010, as amended on July 8, 2011, which granted the
Company an exclusive worldwide license to certain Boyd Parties
patent rights and related technology.  The License Agreement
terminated the Exclusive Agreements.  However, the Licensee
Agreement granted the Company new licenses under the applicable
patent rights and related technology of the Boyd Parties to
manufacture and sell the Company's existing AMPSA intraoral device
products.

The License Agreement essentially carried forward the Exclusive
Agreements' terms as to sales to the US market, except that under
the License Agreement the Company's rights to sell AMPSA intraoral
device products to the US market expired at the end of 2012.
Specifically, for AMPSA intraoral device products sales to the US
market, the License Agreement granted us an exclusive license (but
no license for the US dental-laboratory field), carrying a 30%
royalty on net sales; but such license expired on Dec. 31, 2012.

For sales of the existing AMPSA intraoral device products to non-
US markets, the License Agreement granted the Company an exclusive
license for the remainder of 2012, which converted to a non-
exclusive license on Jan. 1, 2013.  Under the License Agreement,
the Company was required to pay a 30% royalty on 2012 net sales of
the existing AMPSA intraoral device products to most non-US
markets; but, under the License Agreement, beginning on Jan. 1,
2013, the Company's net sales to non-US markets are royalty-free.

Beginning on Jan. 1, 2013, the Boyd Parties are manufacturing and
selling to the US market the AMPSA products which the Company had
previously sold to the US market (and which, beginning on that
date, we are no longer allowed to sell to the US market) and new
Boyd Parties AMPSA products as well.  Also, from and after Jan. 1,
2013, the Boyd Parties have the right to compete with the Company
in the sale to non-US countries of the AMPSA products which the
Company had previously sold to the US and non-US markets, and the
additional right to sell their new AMPSA products to non-US
countries as well.

Essentially the Company's entire active business consists of the
manufacture and sale of AMPSA intraoral devices; and sales to the
US market constituted over 80% of our AMPSA business through
Dec. 31, 2012.  The Company's challenge will be to counter the
loss of its AMPSA sales to the US market and the loss of the
ability to introduce new products based on Boyd Party technology,
by increasing sales of the Company's existing AMPSA products to
non-US markets or by successfully introducing into the US and non-
US markets new products which do not require licenses from the
Boyd Parties.  On the other hand, the Company's business in 2013
and thereafter will be free of Boyd Parties royalty obligations
and will not be subject to any Boyd Parties license inception fee.


As previously reported, the Company agreed under the MDRA to make
deferred payments totaling $140,000 to the Boyd Parties.  The
Company agreed to pay $10,000 per month for five months beginning
Sept. 1, 2012; this series of payments was successfully completed
in December 2012.  The Company also agreed under the MDRA to make
deferred payments of $5,000 per month for 18 months beginning
July 1, 2013.  These obligations do not bear interest and are
unsecured.

This reiteration of certain provisions of the MDRA, the License
Agreement, the Escrow Agreement and the Exclusive Agreements does
not purport to be exhaustive, and is qualified in its entirety by
reference to the complete text of these agreements as previously
filed by the Company with the Securities and Exchange Commission.

                     About Therapeutic Solutions

Oceanside, Calif.-based Therapeutic Solutions International, Inc.,
manufactures and sells AMPSA Products to licensed dentists.

The AMPSA Products are FDA cleared for the prophylactic treatment
of medically diagnosed migraine pain as well as migraine
associated tension-type headaches, by reducing their signs and
symptoms through reduction of trigeminally innervated muscular
activity.

AMPSA Products are either fitted chairside by licensed dentists or
produced and sold on a semi-custom basis by dental laboratories.
AMPSA Products are made of polycarbonate plastic and are designed
to fit over either the upper or lower front incisor teeth and
protect teeth, muscles and joints by significantly suppressing
parafunctional muscle contraction.

The Company's balance sheet at June 30, 2012, showed $3.0 million
in total assets, $3.3 million in total liabilities, and a
stockholders' deficit of $295,691.

As reported in the TCR on Nov. 5, 2012, PLS CPA, a Professional
Corp., in San Diego, expressed substantial doubt about Therapeutic
Solutions' ability to continue as a going concern.  The
independent auditors noted that under the New License Agreement
the Company's rights to sell Anterior Midpoint Stop Appliances to
the US market (81% of total revenue) will expire at the end of
2012.


THQ INC: Video Game Rivals Offer $72-Mil. to Beat Clearlake
-----------------------------------------------------------
The Jan. 22 to 23 auction for THQ Inc.'s assets -- which included
popular titles Company of Heroes and Saints Row -- attracted
competitors in the gaming industry and raised more than
$72 million in a piecemeal bidding for the liquidating game
developer's assets.

Investment firm Clearlake Capital Group, L.P., signed a deal to
purchase the company's studios and games for $60 million, absent
higher and better offers.  Clearlake's offer was in the form of
$6.65 million in cash, a seven-year note of $10 million plus the
assumption of $15 million in prepetition debt plus $29 million in
DIP financing.

THQ on Wednesday filed with the Bankruptcy Court a notice of the
auction results. The two-week delay appears to have worked as the
price rose by more than $10 million with several parties splitting
THQ's portfolio of assets:

  Asset               Buyer
  -----               -----------
Company of Heroes     Winning Bidder: Sega Corp., $26.6 million;
                      Backup Bidder: Zenimax Media Inc., $26.3MM

1666 and Underdog     Winning Bidder: Ubisoft, $2.5 million;
                      Backup Bidder: None

Metamorphosis aka
Evolve                Winning Bidder: Take-Two, $10.9 million;
                      Backup Bidder: Turtle Rock Studios, $250,000


Saints Row            Winning Bidder: Koch Media GmbH, $22.3-mil.;
                      Backup Bidder: Ubisoft LLC, $5.4 million

Homefront and
Homefront 2           Winning Bidder: Crytek GmbH, $554,000
                      Backup Bidder: None

Metro 2033 and
Metro 2034            Winning Bidder: Koch Media, $5.88 million,
                      Backup Bidder: Ubisoft LLC, $5.17 million

South Park:
The Stick of Truth    Winning Bidder: Ubisoft, $3.66 million

On Jan. 11, the bankruptcy judge entered a final order authorizing
THQ Inc. to obtain postpetition financing of $37.5 million from
Wells Fargo Capital Finance, LLC, and proposed buyer Clearlake
Capital Group, L.P.  The DIP financing -- which continues an
existing revolving credit facility and adds a term loan of
$10 million -- was slated to mature Jan. 15 (unless extended), and
thus the Debtor sought for a quick sale.

The Debtor had proposed a quick sale, specifically a Jan. 9
auction on grounds that the $10 million of new money provided by
Clearlake would run out by Jan. 15.  Nonetheless Bankruptcy Judge
Mary Walrath delayed the Clearlake-led auction until Jan. 22.

Early this month, THQ obtained final approval from the bankruptcy
judge to sell accounts receivable to Wells Fargo.  Walmart Stores
typically provides an invoice -- about $1 million a week -- for
accounts payable arising from the sale of THQ products at Walmart.
Given that the collection of cash on these receivables is usually
delayed by 60 days, the Debtor signed a deal to sell the
receivable to its existing lender to ensure that the Debtor would
have the necessary cash flow to continue operating the business.

The Debtor said its normal business cycle includes periods of
negative cash flow, while they are developing and marketing a game
prior to its actual release, followed by periods of positive cash
flow after the release of a new game.  The Debtors are not
scheduled to release any new games until March 2013.

                            About THQ

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.


THQ INC: Assets Split; Sale to Multiple Buyers Approved
-------------------------------------------------------
THQ Inc. on Jan. 24 disclosed that the U.S. Bankruptcy Court has
granted a motion to approve a sale of the majority of THQ's assets
to multiple buyers.  The company expects the Court to enter a
formal order today, Jan. 25.

The Court approved the sales of three of THQ's owned studios and
games in development, as well as Evolve, a working title under
development at Turtle Rock Studios, Homefront 2, Metro: Last Light
and South Park: The Stick of Truth.  Under the terms of the
agreements with the successful and approved bidders, the THQ
estate will receive approximately $72 million, making the total
estimated value of the estate $100 million including certain
assets and other intellectual properties which were excluded from
the sale.

The Court approved the sale of Relic Studios to Sega Corporation
for $26.6 million; the sale of Volition Inc. and Metro: Last Light
to Koch Media GmbH for $22.3 million and $5.9 million,
respectively; the sale of Homefront 2 to Crytek GmbH for $0.5
million; the sale of Evolve to Take-Two Interactive Software, Inc.
for $10.9 million; and the sale of THQ Montreal and South Park:
The Stick of Truth to Ubisoft LLC for $2.5 million and $3.3
million, respectively.  Excluded from the sales were the company's
publishing businesses, Vigil Games, and certain other assets and
intellectual properties, which will remain part of the THQ estate
and will continue in the Chapter 11 process.

Brian Farrell, Chairman and CEO of THQ, noted, "While we had hoped
that the restructuring process would allow the company to remain
intact, I am heartened that the majority of our studios and games
will continue under new ownership.  It has been my pleasure to
work alongside this great group of people, and I am proud of the
imaginative and artistic games that our team has created.
Although we will no longer be able to work together with a unified
mission, I am confident that the talent we have assembled will
continue to make an impression on the video game industry.  For
those whose positions are not likely to continue, I sincerely
regret this outcome and we will be meeting with you over the next
few days to discuss the transition."

Jason Rubin, President of THQ, added, "I was brought in eight
months ago to help turn this ship around, and while I'm
disappointed that we could not effect a sale for the entire
operating business, I am pleased that the new buyers will be
providing jobs to many of our very talented personnel.  When we
first announced the sale process, I said I would be happy if the
company's games and people had a bright future, even if it meant I
did not have a job at the end of it.  And I still feel that way."

The new owners have not articulated their plans for the assets, or
their intentions to extend employment to THQ employees included in
the sale.  THQ expects the new owners to extend employment to most
employees and to continue development of the games they purchased
that are currently in development.  The assets that are not
included in the sale agreements will remain part of the Chapter 11
case.  THQ will continue to seek appropriate buyers, if possible.

THQ will continue to employ a small number of headquarters staff
beyond January 25 to assist with the transition.

Qualified bids received by Jan. 22 were reviewed by the company
and the creditors committee.  Through an auction process that
lasted 22 hours on Jan. 23 and Jan. 24, the successful bidders
were determined, and the hearing to approve the sales took place
this afternoon.  Ten bidders participated in the proceedings,
including bids for the entire company as well as for individual
assets.  The sales are expected to close today, Jan. 25.

Clearlake Capital Group, L.P. had submitted a "stalking horse" bid
for substantially all of THQ's assets in December 2012.  In
accordance with Section 363 of the U.S. Bankruptcy Code, the Court
supervised an auction to determine the highest and best bid(s) for
the company's assets in accordance with the bid procedures
approved by the Court.  Clearlake will receive a break-up fee of
$1 million, as stated in its stalking horse asset purchase
agreement.

THQ and its domestic business units filed voluntary petitions
under Chapter 11 of the U.S. Bankruptcy Court for the District of
Delaware on Dec. 19, 2012.  The Chapter 11 case will continue for
THQ.

                         About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.


THQ INC: Crytek Acquires Rights to Homefront IP Studio
------------------------------------------------------
Crytek GmbH on Jan. 24 announced the acquisition of the
intellectual property rights for the Homefront franchise following
an auction of assets by THQ Inc.  Crytek's association with the
Homefront IP began in autumn 2011, when the developer announced it
would be creating the second game in the series in partnership
with THQ Inc.  Following THQ's recent decision to file for chapter
11 bankruptcy and the subsequent sale of the publisher's assets,
Crytek submitted the high bid at auction to secure the rights to
the Homefront franchise.

Crytek CEO, Cevat Yerli, said: "Since we first reached an
agreement to develop Homefront 2, we've been firm believers in the
IP and its potential to excite and amaze players.  Our cooperation
with THQ was always positive and we would like to thank them for
all their support over the last two years and express our sympathy
to those affected by the recent events at the company."

Development work will continue on Homefront 2 at Crytek's UK
studio in Nottingham.  "From day one, the Homefront 2 team has
been committed to creating a game that takes the series to new
heights and features the level of quality and innovation
associated with Crytek," said Nick Button-Brown, General Manager
of Games at Crytek.  "Nothing has changed with regards our
development of the game, and we look forward to sharing the
finished product with players."

                       About Crytek GmbH

Crytek GmbH -- http://www.crytek.com-- is an independent company
at the forefront of the interactive entertainment industry, and is
dedicated to pushing the boundaries of gaming by creating standout
experiences for Xbox 360, Playstation 3, PC, mobile devices and
games-as-service using their cutting-edge 3D-Game-Technology,
CryENGINE(R).

The company's headquarters are in Frankfurt am Main (Germany).
Crytek also has studios in Kiev (Ukraine), Budapest (Hungary),
Sofia (Bulgaria), Seoul (South Korea), Nottingham (UK), Shanghai
(China) and Istanbul (Turkey).

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.


TORCH ENERGY: Receives NYSE Delisting Notice on Delayed Filing
--------------------------------------------------------------
Torch Energy Royalty Trust on Jan. 24 disclosed that it received
notice from NYSE Regulation, Inc. that NYSE Regulation has
determined to delist the Trust's units from the New York Stock
Exchange, with trading of the units to be suspended prior to the
opening of NYSE trading on Wednesday, January 30, 2013.  The Trust
expects to commence trading on the Pink Sheets on that same day,
under a symbol yet to be determined.

NYSE Regulation indicated that it reached this determination based
on the Trust's delay in filing its Annual Report for the year
ended December 31, 2011 on Form 10-K and Quarterly Reports for the
fiscal quarters ending in 2012 with the Securities and Exchange
Commission.  While the Trust had received a six-month and
subsequent three-month extension of the filing date for the Annual
Report to January 16, 2013 from NYSE Regulation, the Trust was
unable to file the Annual Report by this extended deadline.  NYSE
Regulation declined the Trust's request for further extension
under the NYSE Listed Company Manual of the filing deadline.  NYSE
Regulation also noted that the average closing price of the
Trust's units had previously fallen below the NYSE's continued
listing minimum share price standard of $1.00 over a consecutive
30 trading day period and the Trust had been working to regain
compliance with such standard within the six-month cure period
provided in Section 802.01C of the NYSE's Listed Company Manual.
The Trust had previously reported on such NYSE notices and
extensions.  The Trust has not been able to complete the filing of
its Annual Report and Quarterly Reports due to a delay in
obtaining and compiling financial information required to be
included in such reports.

The Trust has a right to appeal the NYSE Regulation delisting
determination.  The NYSE Regulation notice states that the timing
of its application to the SEC to delist the Trust's units will
depend on the completion of its procedures and any appeal by the
Trust of the delisting determination.

The Trust was terminated by a vote of the unitholders in January
2008.  The Trust is currently in the wind up and liquidation
period.  Under the Trust Agreement, upon termination of the Trust,
the remaining assets of the Trust are to be sold and the proceeds
distributed to the unitholders.  The assets of the Trust are Net
Profits Interests that burden oil and gas properties located at
Chalkley Field in Louisiana and fields that produce from the
Cotton Valley and Austin Chalk formations in Texas. I n December
2011, following a public auction for such interests, the Trust
sold its net profits interests associated with the oil and gas
properties at the Robinson's Bend Field in the Black Warrior Basin
to Robinson's Bend Production II, LLC.  All of the remaining Net
Profits Interests of the Trust are being currently marketed for
sale.

                 About Torch Energy Royalty Trust

Headquartered in Wilmington, Detroit, Torch Energy Royalty Trust
(NYSE:TRU) -- http://www.torchroyalty.com/-- was formed pursuant
to a trust agreement among Wilmington Trust Company, as trustee,
Torch Royalty Company, Velasco Gas Company Ltd. and Torch Energy
Advisors Incorporated as grantor.  TRC and Velasco contracted to
sell the oil and gas production from certain oil and gas
properties to Torch Energy Marketing Inc., a subsidiary of Torch,
under a purchase contract.  TRC and Velasco receive payments
reflecting the proceeds of oil and gas sold and aggregate these
payments, deduct applicable costs and make payments to the Trustee
each quarter for the amounts due to the Trust.  The Underlying
Properties constitute working interests in the Chalkley Field in
Louisiana, the Robinson's Bend Field in the Black Warrior Basin in
Alabama, Cotton Valley formations in Texas and Austin Chalk
formation in Texas.


TRANS-LUX CORP: Gabelli Funds Lowers Equity Stake to 46.7%
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Gabelli Equity Series Funds, Inc. - The
Gabelli Small Cap Growth Fund disclosed that, as of Dec. 31, 2012,
it beneficially owns 14,107,500 shares of common stock of
Trans-Lux Corporation representing 46.70% of the shares
outstanding.  The Fund previously reported beneficial ownership of
14,055,000 common shares or a 75.2% equity stake as of Dec. 31,
2011.  A copy of the filing is available at http://is.gd/cbkCaD

                     About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $23.62
million in total assets, $20.37 million in total liabilities, and
$3.25 million in total stockholders' equity.


TRUCEPT INC: Adds N. Tipton to Board of Directors
-------------------------------------------------
Trucept, Inc., formerly known as Smart-tek Solutions Inc., has
added Norman Tipton to its Board of Directors.

CEO and Board Chairman Brian Bonar said Mr. Tipton has an
extensive background in staffing, human resources and law.

"Mr. Tipton has invaluable insights into the PEO and staffing
businesses, having worked in the industry for nearly a decade,"
Mr. Bonar said.

Mr. Tipton, a member of the California Bar, is a graduate of
Thomas Jefferson School of Law and holds a master's in Sociology
with emphasis in industrial organization from San Diego State
University.  He has previously held a management position at SAIC,
a Fortune 500 company.

Trucept Inc. also operates the Solvis brand of nurse staffing in
both Michigan and California.

                         About Trucept Inc.

Trucept Inc. provides staffing and employment services, relieving
its clients from many of the day-to-day tasks that may detract
their core business operations , such as payroll processing, human
resources support, workers' compensation insurance, safety
programs, employee benefits, and other administrative and
aftermarket services predominantly related to staffing.  The
company also operates the Solvis brand of nurse staffing in both
Michigan and California.

The Company reported a comprehensive loss of $8.12 million on
$21.74 million of revenue for the year ended Dec. 31, 2011,
compared with a comprehensive income of $855,188 on $17.22 million
of revenue during the prior year.

After auditing the financial statements for 2011, PMB Helin
Donovan, LLP, in Dallas, Texas, expressed ubstantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
recurring losses from operations and has an accumulated deficit of
approximately $13 million at Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $8.20
million in total assets, $20.60 million in total liabilities and a
$12.39 million total stockholders' deficit.


VELO HOLDINGS: Scores Approval for Chapter 11 Plan
--------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that private equity-
held direct marketer Vertrue LLC and its holding company Velo
Holdings LLC got the go-ahead Wednesday to make their way out of
bankruptcy less than a year after filing for Chapter 11
protection, with a New York bankruptcy judge approving their
reorganization plan.

Though the plan will provide less than 1 percent recovery for
unsecured creditors, it was supported overwhelmingly by holders of
first-lien and general unsecured claims, according to Vertrue, the
report related. The plan also secured the approval of the chief
restructuring officer and other key executives, the report added.

                        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.


VENTANA 20/20: Nearhood Tapped to Dispute Ariz. Tax Assessment
--------------------------------------------------------------
Ventana 20/20 LP sought and obtained approval from the U.S.
Bankruptcy Court to employ Nearhood Law Offices, PLC, as special
counsel.  Nearhood will assist the Debtor in contesting with the
Arizona Tax Court the assessment of property taxes on 113
condominium units on the Debtor's real property commonly known as
Greens at Ventana Canyon Condominiums for 2013 tax year.

Nearhood's fee is contingent on the outcome of the Lawsuit.
Nearhood will be paid a contingency fee equal to 30% of the
following: (i) any reduction in property taxes for the 2013 tax
year resulting from the Lawsuit; (ii) interest paid on any refund
of property taxes resulting from the Lawsuit; and (iii) any
attorneys' fees awarded to Ventana 20/20.  In addition, any out of
pocket expenses incurred on behalf of the Lawsuit, including
filing fees, expert witness fees, and court costs, will be
reimbursed to Nearhood by Ventana 20/20 regardless of the outcome
of the Lawsuit.

To the best of Debtor's knowledge, Nearhood has no connection with
any of the creditors, or any other party in interest in this case,
or any of their respective attorneys and is a disinterested person
as that term is defined in 11 U.S.C. Sec. 101(13).

                      About Ventana 20/20 LP

Ventana 20/20 LP filed bare-bones Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-17493) in Tucson on Aug. 3, 2012.  The Debtor
disclosed $14,542,797 in assets and $10,938,012 in liabilities.

John Murphy, as manager of the Debtor, signed the Chapter 11
petition.  Mr. Murphy is the founder, chairman and CEO of the
20/20 Group of companies.  As a value investor, he has led or
participated in over $1 billion of multi-family acquisitions
across North America.

Bankruptcy Judge Eileen W. Hollowell oversees the case.  Frederick
J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., serves as
the Debtor's counsel.  Donald L. Schaefer, court appointed
receiver for the Debtors, is represented by Warren J. Stapleton,
Esq., at Osborn Maledon, P.A.

In September, the United States Trustee said that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case of Ventana 20/20 LP.  The U.S. Trustee said it
attempted to solicit creditors interested in serving on the
Unsecured Creditors' Committee from the 20 largest unsecured
creditors.  After excluding governmental units, secured creditors
and insiders, the U.S. Trustee has been unable to solicit
sufficient interest in serving on the Committee, to appoint a
proper Committee.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


VITESSE SEMICONDUCTOR: Columbia Pacific Holds 8.3% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Columbia Pacific Opportunity Fund, L.P., and
its affiliates disclosed that, as of Dec. 31, 2012, they
beneficially own 3,014,448 shares of common stock of Vitesse
Semiconductor Corp. representing 8.27% of the shares outstanding.
Columbia Pacific previously reported beneficial ownership of
2,744,128 common shares or 11.23% equity stake as of May 31, 2011.
A copy of the amended filing is available for free at:

                        http://is.gd/V4O5rL

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed
$56.61 million in total assets, $80.63 million in total
liabilities, and a $24.01 million total stockholders' deficit.


W.R. GRACE: Adjusts Asbestos-Related Liability to $2.06 Billion
---------------------------------------------------------------
W. R. Grace & Co. on Jan. 24 disclosed that it will adjust its
recorded asbestos-related liability to $2,065 million from the
previous amount of $1,700 million.  Grace will report a $365
million non-cash, pre-tax charge in its fourth quarter 2012
earnings.  This non-cash charge will have no impact on Adjusted
EBIT or Adjusted EPS.

As discussed in the company's November 9, 2012 teleconference with
analysts, an adjustment to the recorded amount is now necessary to
reflect the increased estimates of the settlement values of the
warrant and deferred payment obligation payable to the asbestos
personal injury trust under Grace's plan of reorganization.

The company currently estimates the warrant's value to be $490
million, the maximum value under the company's cash settlement
agreement with the asbestos trust.  The cash settlement agreement
was approved by the bankruptcy court on December 17, 2012.

The company currently estimates the deferred payment obligation's
value to be $547 million.  The increase in the estimated value of
the deferred payment obligation reflects the company's improved
borrowing costs and the expected timing of its bankruptcy
emergence.

The non-cash charge of $365 million is lower than the range of
$375 million to $475 million that the company had estimated in its
November 9 teleconference.

The ultimate cost of settling the asbestos-related liability will
be based on the value of the consideration transferred to the
asbestos trusts at emergence and may vary from the current
estimate.

The company will release fourth quarter 2012 earnings before
market open on February 6 and will conduct a conference call with
analysts and investors at 11:00 a.m. EST the same day.  Conference
call dial-in instructions can be found at the Investor Information
page on the company's web site at http://www.grace.com

                           About Grace

Grace -- http://www.grace.com-- is a global supplier of
catalysts; engineered and packaging materials; and, specialty
construction chemicals and building materials.  The company's
three industry-leading business segments -- Grace Catalysts
Technologies, Grace Materials Technologies and Grace Construction
Products -- provide innovative products, technologies and services
that enhance the quality of life.  Grace employs approximately
6,000 people in over 40 countries and had 2011 net sales of $3.2
billion.


WEEKLEY FINANCE: Moody's Assigns 'B1' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating, a
B1-PD probability of default rating, and a B2 rating to the
proposed $200 million senior unsecured notes due 2023 of Weekley
Homes, LLC and its co-issuer, Weekley Finance Corp. ("Weekley
Homes"). The rating outlook is stable. This is the first time
Moody's has assigned public ratings to this issuer.

The following rating actions were taken:

Corporate family rating, assigned B1;

Probability of default rating, assigned B1-PD;

$200 million senior unsecured notes due 2023, assigned B2,
LGD5-73%;

Stable outlook.

Ratings Rationale

The net proceeds from the $200 million senior unsecured notes,
estimated to be $195 million, will be used to repay all
outstanding borrowings ($151 million) under the company's various
senior secured borrowing base credit facilities, with the
remainder to be used for general corporate purposes. This
repayment will increase the borrowing base credit facilities'
availability to $291 million.

The B1 corporate family rating reflects Weekley Homes' relatively
small size and scale compared to many of its peers; relatively
limited geographic diversity, with an approximately 60%
concentration of its lot inventory in Texas; negative cash flow
generation; projected growing debt leverage; and thin cash
balances. At the same time, the rating considers Weekley Homes'
track record of stable profitability through the cycle, including
positive net income generation and decent gross margins during
most of the downturn (a rare characteristic for a homebuilder). In
addition, the B1 rating is supported by the company's solid
interest coverage, modest homebuilding debt leverage of pro forma
46.5%, good positions in its markets, diversity of product
offerings (which include first-time, move-up, second move-up, and
custom homes), and relatively conservative land strategies
reflected in a small land supply of about two years.

The company has sufficient liquidity, supported by the pro forma
available borrowing base capacity of $291 million under its eight
credit facilities that have total commitment capacity of $470
million, and lack of significant debt maturities until 2015, when
$400 million face amount of the credit facilities mature. The
liquidity is, however, constrained by negative cash flow
generation, limited cash balances, and the need to comply with
numerous financial covenants in the facility agreements, including
minimum tangible net worth, a liabilities to net worth ratio, and
other financial covenants. In Moody's view, Weekley Homes is
likely to maintain compliance with these covenants in the next 12
to 18 months.

The stable outlook reflects Moody's expectation that favorable
homebuilding industry conditions will result in a growing top line
as well as increasing profitability and earnings for the company.
The outlook is also predicated on Moody's view that Weekley Homes
will maintain its conservative land strategies and reduce its debt
leverage after the expected spurt in the next two years due to
increasing land spend.

The ratings could be upgraded if the company builds its size and
scale, continues to expand its profitability and improves gross
margins above 20%, while the adjusted homebuilding debt to
capitalization ratio declines below 45% and liquidity remains
solid.

The ratings could be considered for a downgrade if the company
generates operating losses, adjusted debt leverage rises above 60%
on a sustained basis, or if land strategies become more
aggressive.

Weekley Homes, LLC, ("Weekley Homes"), headquartered in Houston,
Texas, is a private homebuilder constructing entry level, first
move-up, second move-up and custom homes. The company was founded
in 1976 by David Weekley, and is currently 100%-owned by the
Weekley family and senior management. The company has a presence
in 16 metro markets in eight states. In the trailing 12-month
period ending September 30, 2012, Weekley Homes generated $748
million in total revenues and $44 million in net income.

The principal methodology used in this rating was the Global
Homebuilding Industry Methodology published in March 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.


WENATCHEE, WA: Moody's Hikes Tax Gen. Obligation Rating to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the City of Wenatchee,
Washington's unlimited tax general obligation rating to Ba1 from
Ba2 and its limited tax rating to B1 from B2. At this time,
Moody's also has downgraded the city's senior lien combined water
and sewer enterprise revenue rating to Baa1 from A1. $2.6 million
of unlimited tax, $5.8 million of limited tax debt, and $4.3
million of senior lien water and sewer debt is affected. Stable
outlooks have been assigned.

SUMMARY RATING RATIONALE

The upgrades and outlook reflect diminished but ongoing financial
risks following the cure of a recent default brought about by the
city's unwillingness to honor a general obligation, limited tax
contingent obligation to make loans for interest-only payments on
$36.6 million sales tax and revenue Bond Anticipation Notes (not
rated) issued by the Greater Wenatchee Regional Events Center
Public Facilities District (PFD). On May 10, 2012, the City of
Wenatchee indicated that despite budgeting $2.1 million in fiscal
2012 for PFD-related issues, there were insufficient general fund
moneys to advance the $967,000 for a June 1 interest payment, an
event of default on non-rated city debt on parity with rated GOLT
obligations. The PFD has issued takeout sales tax bonds which
eliminate much of the city's contingent liabilities for PFD
operations and debt service, shrinking the city's maximum annual
pledged subsidy to $200,000 per year and favorably settling with
most of the city's major potential legal counterparties.

The Ba1 general obligation rating reflects both the recent default
and the diminished risks associated with a cure which paid note
holders in full but not in a timely manner, as well as recently
challenged city financial operations. The rating also incorporates
the city's modestly-sized tax base and modest debt levels
featuring some dedicated debt levies.

The B1 general obligation, limited tax rating distinction further
incorporates the recent, though cured, cross default on non-rated
parity obligations, some ongoing risks from potential litigation,
as well as limited near-term operational flexibility as the city
drew down reserves to low levels for PFD-related subsidies and
legal costs.

The Baa1 senior lien water and sewer revenue rating distinction
reflects the enterprise's common management with general city
operations mitigated somewhat by independent rate setting
authority resulting in adequate debt service coverage levels.

A stable outlook incorporates the expectation that despite a
successful PFD takeout of the defaulted BANs, Wenatchee still
faces challenged financial operations and ongoing though
attenuated litigation risk.

STRENGTHS

- Successful new dedicated sales taxes allowed PFD BAN takeout
financing, reducing financial and legal risks to the city from
prior interest and operating subsidy commitments to the PFD

- Moderately-sized and stabilizing tax base despite recent
declines

CHALLENGES

- Unwillingness to make adjustments outside the general fund to
incorporate loans for interest payments on Greater Wenatchee
Events Center BANs

- City remains contingently liable for a maximum of $200,000 in
annual PFD subsidies

- Continued, though attenuated, financial risk associated with
post-default litigation

WHAT COULD MAKE THE RATING MOVE UP

- Demonstrated commitment to the prioritization of the city's
general obligation, limited tax pledge

- Significant reduction in overall debt burden and general fund
debt service load

- Prolonged growth in property valuations and sales tax receipts

- Increased self-sufficiency of PFD and city enterprise
operations

- Sustained period without adverse litigation demands

WHAT COULD MOVE THE RATING DOWN

- Weakened liquidity

- Weakened reserve levels

- Deterioration of/increased subsidy of PFD or city enterprise
operations

- Inability to align ongoing expenditures with ongoing revenues

- Adverse litigation outcomes

Outlook

A stable outlook incorporates the expectation that despite a
successful PFD takeout of the defaulted BANs, Wenatchee still
faces challenged financial operations and ongoing though
attenuated litigation risk.

Rating Methodology

The principal methodology used for the General Obligation ratings
was General Obligation Bonds Issued by U.S. Local Governments
published in October 2009. The principal methodology used for the
Revenue rating was Analytical Framework For Water And Sewer System
Ratings published in August 1999.


WISP RESORT: Sells Kendall Camp Circle Property for $485,000
------------------------------------------------------------
Bankruptcy Judge Wendelin I. Lipp gave his stamp of approval on a
stipulation and consent order modifying a previous ruling that
allowed D.C. Development, LLC, to sell a property in McHenry,
Maryland, and disburse sales commission.

MVB Bank and Logan/Frazee/Yudelevit are counterparties to the
stipulation.

DC Development sold the 181 Kendall Camp Circle property free and
clear of liens, claims, encumbrances and interest, for $485,000.
Pursuant to the sale order, any liens on the Property will attach
to the sale proceeds, and the Debtor is authorized to use the
proceeds to make payment on any and all liens in order of their
relative priority.

The Debtor or any other party holding the commission for the sale
is directed to release the commission from escrow and pay Wisp
Resort Development, Inc. the 4% commission. The Court authorizes
the division of the commission in this manner:

   Seller's Agent -- Michael Wallace   2.8%    $13,580.00
   Broker Fee -- Karen F. Myers        1.0%      5,000.00
   Funds to WRD for Operations         0.2%        820.00
   TOTAL                                       $19,400.00

A copy of the Jan. 22, 2013 Stipulation and Consent Order is
available at http://is.gd/JblfyUfrom Leagle.com.

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operated a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011, after defaulting on
nearly $30 million in loans from BB&T Corp. to build the golf
course community.  D.C. Development disclosed $91,155,814 in
assets and $46,141,245 in liabilities as of the Chapter 111
filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


WJO INC: Has Access to Cash Collateral Until Jan. 31
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
approved a 21st stipulation and agreed interim order authorizing
Alfred T. Giuliano's interim use of cash collateral until Jan. 31,
2013, plus any additional timeframes that may be agreed to by
consent.

The 21st stipulation, entered between Mr. Giuliano, Chapter 11
trustee for WJO, Inc., and TriState Capital Bank, extended the
order dated Nov. 16, 2010, which authorized the interim use of
cash collateral.  The trustee would use the cash collateral solely
to pay the expenses for the interim period with a permitted 10%
variance of the total expenses.

The lender asserts that it holds valid, enforceable, and allowable
claims against Debtor on the Petition Date, pursuant to the Loan
Documents and applicable law: (i) under the Revolving Credit
Facility, of unpaid principal in the amount of $3.1 million (ii)
under the Term Loan, of unpaid principal in the amount of
$820,000; together with any other obligations of the Debtor to the
lender to the extent provided under the Loan Documents, including
without limitation interest, reasonable costs, attorneys' fees,
and any and all other amounts owing under the Loan Documents
prepetition and to the extent permitted by the Bankruptcy Code and
applicable law.

As adequate protection from any diminution in value of the
lender's collateral, the trustee grants the lender replacement
liens on all properties and assets of the Debtor, and
superpriority administrative expense claim status.

A further hearing for the use of cash collateral was set for
Jan. 23.

                      About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.

On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3,
obtained permission from the Hon. Jean K. Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy
estate of WJO, Inc.  Maschmeyer Karalis P.C. serves as the Chapter
11 Trustee's general bankruptcy counsel.




XZERES CORP: Incurs $1.5 Million Net Loss in Nov. 30 Quarter
------------------------------------------------------------
XZERES Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.51 million on $1.91 million of gross revenues for the three
months ended Nov. 30, 2012, compared with a net loss of $2.13
million on $927,451 of gross revenues for the same period during
the prior year.

For the nine months ended Nov. 30, 2012, the Company reported a
net loss of $4.91 million on $3.74 million of gross revenues,
compared with a net loss of $5.89 million on $3.31 million of
gross revenues for the same period a year ago.

The Company's balance sheet at Nov. 30, 2012, showed $4.11 million
in total assets, $5.13 million in total liabilities and a $1.02
million total stockholders' deficit.

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

                        http://is.gd/dITKR0

                        About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

As reported by the Troubled Company Reporter on July 3, 2012,
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about XZERES' ability to continue as a going
concern, following its audit of the Company's financial position
and results of operations for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has incurred
losses from operations, has negative working capital, and is in
need of additional capital to grow its operations so that it can
become profitable.


Z TRIM HOLDINGS: Enters Into Joint Development Pact with Newpark
----------------------------------------------------------------
Z Trim Holdings, Inc., has entered into a joint development
agreement with Newpark Drilling Fluids LLC, a subsidiary of
Newpark Resources, Inc., to develop new, environmentally-friendly
drilling fluids that incorporate Z Trim's proprietary industrial
materials  that could replace the likes of guar and xanthan gums
in drilling applications.

"Newpark is among the world's largest drilling fluids companies,
providing products and services to thousands of wells on four
continents, so we're excited to have such a prestigious partner in
the development of new oil drilling mud applications using our
specialized industrial ingredients," said ZTH CEO, Steve Cohen.
"Months of testing has proved that our domestically-sourced
ingredients possess unique properties differentiating them from
ingredients commonly used in the drilling fluids industry, and
further, that our ingredients can deliver superior and expanded
functionality.  Based on these findings, we are optimistic that
our products could have a meaningful impact on the energy
industry."

Pursuant to the terms of the Agreement, if products using the
Materials are successfully developed, the parties agree to
negotiate a definitive supply agreement pursuant to which the
Company will supply the Materials to Newpark for use into the
products.

Under the terms of the agreement, Newpark has the exclusive right
to use the Materials in certain drilling applications, and the
Company is restricted for a period of time from developing the
Materials for use in those applications.  The Company also granted
Newpark a non-exclusive, royalty-free license to use certain of
its intellectual property in developing products for the drilling
fluids industry.

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

M&K CPAs,PLLC, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern
following the 2011 financial results.  The independent auditors
noted that the Company had a working capital deficit and
reoccurring losses as of Dec. 31, 2011.

The Company reported a net loss of $6.94 million in 2011, compared
with a net loss of $10.91 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $4.41
million in total assets, $24.99 million in total liabilities,
$6.36 million in total commitment and contingencies, and a $26.93
million total stockholders' deficit.


* Fitch Says Belt-Tightening Continues for U.S. Consumer
--------------------------------------------------------
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.

'Personal Bankruptcy Filings to Decline Again' is available at
'www.fitchratings.com or by clicking on the above link.


* Outlook for Banks Brighter but Still Tough, Fitch Says
--------------------------------------------------------
The outlook for major U.S. banks' equity trading and investment
banking businesses may be brightening somewhat in early 2013, but
weak volumes and a still sluggish M&A environment are likely to
hold back revenue growth in the near term, according to Fitch
Ratings. Until a lasting resolution of U.S. fiscal problems is
agreed, moreover, equity volumes and trading bank revenues are
still exposed to downside risk.

Fourth-quarter 2012 equity underwriting, trading, and advisory
revenues all showed signs of life relative to abysmal levels
reported in 4Q11, when market turmoil surrounding troubles in the
eurozone was at a peak.

Aggregate capital markets revenues for the top-five U.S. banks
(JPM, Citi, BofA, GS, and MS) grew by 39% year over year in the
fourth quarter, with fixed income, currencies, and commodities
(FICC) revenues driving 47% of the total. Despite the typical
seasonal slowdown in the fourth quarter and deep concerns over
fiscal issues late in the year, capital markets revenues declined
by only 10% sequentially from a generally solid 3Q12.

Equity underwriting and advisory revenues for the top-five banks
bucked the broader trends, with both categories showing growth in
4Q12 compared with the prior quarter. Underwriting revenues grew
by 16% sequentially and 34% year over year. Advisory revenues rose
by 17% sequentially and 13% versus the prior-year period.

Major banks have generally reported a better pipeline of advisory
and equity underwriting activity moving into 2013. However,
lingering macro risks linked to developments in Washington and the
eurozone have not been addressed to the extent necessary to
support rapid growth in deal volume.

Relative to debt underwriting, which drove 17% of total capital
markets revenues in 4Q12 on the back of robust bond issuance,
equity underwriting and advisory accounted for a smaller share of
the revenue mix for major U.S. banks (8% and 5%, respectively, of
total capital markets revenues in the fourth quarter).

Relief surrounding the tax agreement reached at year end has
fuelled a pickup in equity volumes and share prices since the
beginning of January (S&P 500 up 4.7% ytd). Still, market activity
could again be hit by fiscal uncertainties in March, when debate
over sequestration and the expiration of federal spending
authority could raise the risk of fiscal drag later in the year.

The first quarter is typically the strongest for U.S. banks'
capital markets revenues. A continuation of somewhat better equity
market performance witnessed so far in January, coupled with
improving deal flow, could set the stage for good capital markets
revenue growth in 1Q13. However, the looming fiscal battles that
are set to intensify in the spring could undercut any signs of
revenue strength evident in the early part of the quarter.

Importantly, a recovery in advisory and underwriting volume,
driven principally by cyclical factors and a revival of economic
growth prospects, may not be followed by a corresponding bounce
back in equity trading volumes, which appear to be weakening on a
secular basis.

In response to the shifts in capital markets activity seen since
the crisis, many large banks have reduced headcount significantly.
In 4Q12, profitability of capital markets segments generally
benefited from efficiency initiatives. We believe this pattern
will continue, with increasing specialization in capital markets
segments, such as equities trading, M&A advisory, and debt
capital, as banks focus on their key strengths. In addition, banks
are focused on those businesses within capital markets where they
can achieve adequate returns on a Basel III risk-weighted basis.


* Moody's Says US Corp. Family Defaults Remain Steady in Q4 2012
----------------------------------------------------------------
US corporate family defaults remained steady in the final quarter
of 2012, Moody's Investors Service says in the latest edition of
its quarterly "US Corporate Default Monitor." Just seven non-
financial corporate families defaulted during the quarter, for a
total of nearly $9 billion, compared with 16 defaults representing
approximately $10 billion in the same period a year earlier.

"Continuing low interest rates and accessible credit markets have
kept the default count light among speculative-grade corporates,"
says Senior Vice President Lenny Ajzenman, "and we expect it to
edge even lower this year." Moody's forecasts the US speculative
grade default rate to end 2013 at 3.0%, below the average of 4.5%
since 1993 and well below the cyclical peak above 14% in late
2009.

Defaults during the fourth quarter of 2012 spanned industries, and
included the energy, media, consumer services, manufacturing and
transportation sectors. Media companies currently have the highest
one-year forecast for defaults. Bankruptcy was the most common
type of default during the quarter. Of the seven defaults, four
were bankruptcies and three were distressed exchanges.

Edison Mission Energy had the largest corporate family default in
2012's final quarter. The unregulated power generation company
defaulted on about $4 billion of debt in connection with its
bankruptcy filing.

In the full-year 2012 a total of 38 speculative-grade corporates
defaulted, comprising about $26 billion of debt. The previous year
there were 29 defaults representing $19 billion. Distressed
exchanges accounted for more than one-third of US corporate
defaults last year, approaching the roughly 40% global rate of
2011. And Moody's expects distressed exchanges to remain a common
restructuring strategy, Ajzenman says, as junior bondholders seek
to avoid even lower recovery from bankruptcies.


* Firms Keep Stockpiles of "Foreign" Cash in U.S.
-------------------------------------------------
Kate Linebaugh, writing for The Wall Street Journal, reported that
a lot of the estimated $1.7 trillion that American companies say
they have indefinitely invested overseas is actually sitting in
U.S. banks.

The report said some companies, including Internet giant Google
Inc., software maker Microsoft Corp., and data-storage specialist
EMC Corp., keep more than three-quarters of the cash owned by
their foreign subsidiaries at U.S. banks, held in U.S. dollars or
parked in U.S. government and corporate securities, according to
people familiar with the companies' cash positions.

The report added that in the eyes of the law, the Internal Revenue
Service and company executives, however, this money is overseas As
long as it doesn't flow back to the U.S. parent company, the U.S.
doesn't tax it and as long as it sits in U.S. bank accounts or in
U.S. Treasury's, it is safer than if it were plowed into
potentially risky foreign investments, the report said.

In accounting terms, the location of the funds may be just a
technicality but for people on both sides of the contentious
debate over corporate-tax reform, the situation highlights what
they see as the absurdity of rules that encourage companies to
engage in semantic games, legal gymnastics and inefficient
corporate-financing methods to shield profits from U.S. taxes, the
report explained.

The cash piling up at the nation's biggest corporations will get
renewed attention in the weeks ahead, as companies report their
fourth quarter and 2012 earnings, WSJ said. Tuesday's reports
included updates from Google, which saw its stockpile of cash
increase to $48.1 billion from $44.6 billion a year earlier, as
well as results from Johnson & Johnson and DuPont Co.

The fact that much of the money already is in the U.S. also
undermines a central argument made by companies seeking tax relief
to bring home money they have earned abroad, tax experts and
lawmakers say: That the cash is languishing overseas when it could
be invested to the benefit of the U.S. economy, according to WSJ.

Edward Kleinbard, a professor at the University of Southern
California's Gould School of Law and a former chief of staff for
Congress's Joint Committee on Taxation, told WSJ that there is a
misperception that companies' excess cash is inaccessible,
"somehow held in gold coins and guarded by Rumpelstiltskin.  If it
is a U.S.-dollar asset, that means ultimately it is in the U.S.
economy in some fashion. Where it is not is in the hands of the
firm's shareholders."

The U.S. is the only major economy whose tax authorities claim a
share of a domestic company's profits no matter where those
profits are earned but auditors don't require the companies to
account for possible taxes on foreign earnings as long as they
declare that the funds are permanently invested overseas, WSJ
said. The upshot: American companies have a strong incentive to
find ways of earning most of their profit overseas and keeping it
in the hands of foreign units.

WSJ pointed out that recently the U.S. Securities and Exchange
Commission has pressed companies to disclose how much tax they
would owe if those funds were transferred to the U.S. parent. The
idea is to give shareholders a better picture of how much cash
would be available if the funds were repatriated.

U.S. companies are lobbying Congress to replace the current
corporate-tax system with one that would tax only their domestic
profits, according to WSJ. Barring that, some say they would
accept a tax on their repatriated earnings that is below the
country's current corporate-tax rate of 35% so they could use the
funds to pay dividends, buy back shares or otherwise put it to
work in the U.S.


* Securities and Exchange Commission Reins in Ratings Firm
----------------------------------------------------------
Jeanette Neumann, writing for Bloomberg News, reported that the
U.S. Securities and Exchange Commission barred Egan-Jones Ratings
Co. from issuing ratings on certain bonds, an unprecedented step
by the regulator and a setback for a small credit-rating firm with
a history of courting controversy.

The SEC said Tuesday that Egan-Jones couldn't officially rate
bonds issued by countries, U.S. states and local governments, or
securities backed by assets such as mortgages, for at least the
next 18 months, Bloomberg said.  The ban, according to the report,
was part of an agreement the SEC reached with Egan-Jones and its
president, Sean Egan, to settle charges that they filed inaccurate
documents with the regulator in 2008. The SEC alleged that Egan-
Jones misled investors about its expertise, and that Mr. Egan
caused the firm to violate conflict-of-interest provisions.  The
firm and Mr. Egan agreed to the settlement without admitting or
denying the findings.

Mr. Egan didn't respond to a request for comment, Bloomberg said.
He has been outspoken in the past in his defense of the firm and
its ratings.  He helped champion the push to open the ratings
industry to more competition, and served as a spokesman on the
firm's controversial decision in 2011 to downgrade Jefferies Group
Inc. following the collapse of MF Global Holdings Ltd., Bloomberg
recalled.  And when the SEC filed charges against him and his firm
last April, Mr. Egan openly criticized the agency's action.

"We are not going to be intimated by anybody from issuing timely,
accurate ratings," he told The Wall Street Journal.

William Hassiepen, Egan-Jones's vice president, played down the
settlement's effect on the firm's future. "We don't think it's
going to put us out of business because we're primarily a
corporate ratings service," Mr. Hassiepen told Bloomberg.  The
firm doesn't charge investor-clients for sovereign ratings, so it
won't suffer a decline in revenue because of the SEC's ban in that
area, he said.  The impact of the settlement on the firm's
reputation was less clear-cut, Mr. Hassiepen said. "Any kind of an
SEC action is always concerning," he said.

Egan-Jones is one of nine credit-ratings firms registered with the
SEC, Bloomberg noted.

Mr. Egan was a banker and a consultant before launching Egan-
Jones's precursor, Red Flag Research Inc., in 1992, Bloomberg
recalled.  Mr. Egan lobbied lawmakers starting in the late 1990s
to allow his firm to register with the SEC. During that time, he
claimed the agency was coddling the major firms by upholding
barriers to entry, kicking off a stream of criticism that would
culminate in his barbs about the investigation into his own firm.

The agency approved Egan-Jones as a recognized ratings firm for
certain securities in December 2007, according to Bloomberg. That
made it easier for issuers and investors to use the firm's
ratings, but it did little to loosen the stranglehold of the
industry's biggest players.

McGraw-Hill Cos.'s Standard & Poor's Ratings Services, Moody's
Corp.'s Moody's Investors Service and Fimalac SA and Hearst
Corp.'s Fitch Ratings issued around 96% of all ratings as of
December 2011, according to a November 2012 SEC report, Bloomberg
said.  Egan-Jones has five credit analysts and supervisors, while
S&P has 1,416 and Moody's has 1,252, according to the report.

Mr. Egan charges investors and other clients for ratings, a
business model he has said is less prone to conflicts than the
payment plans used by all the major ratings firms, which are paid
by bond issuers to rate the debt they sell but regulators have
said both business models are open to potential conflicts of
interest, Bloomberg said.

The SEC said on Tuesday that Egan-Jones "falsely stated" in
regulatory filings that it didn't know whether clients held a
"long" or a "short" position in securities the firm rated but in
at least three instances, clients' positions were "conveyed" to
Mr. Egan, the agency said, Bloomberg quoted.

The firm's rating reports don't typically move markets but in late
2011, Egan-Jones downgraded Jefferies on concerns about sovereign-
debt exposure, sparking a selloff in its stock, Bloomberg noted.
Investors already were on edge after MF Global collapsed in part
because of its European sovereign bonds.

Chris Kotowski, a bank analyst at Oppenheimer & Co., wrote a
report that year titled "Another Hack Attack" that criticized
Egan-Jones's analysis.  "If the Jefferies report is representative
of [Egan-Jones's] quality control generally, then I'm not
surprised that the SEC had issues," Mr. Kotowski told Bloomberg.

According to the SEC, in the firm's 2008 application to become an
officially recognized ratings firm, Egan-Jones said that it had
150 outstanding ratings on asset-backed securities and 50
outstanding ratings on government issuers, Bloomberg said. The
firm's application said it had been issuing the ratings since 1995
but the SEC said Tuesday that Egan-Jones hadn't issued any asset-
backed or government ratings that were accessible on the Internet
or elsewhere.  That meant Egan-Jones "did not meet the
requirements for registration as [an SEC-registered rating firm]
in these classes," the agency said, according to Bloomberg. The
firm continued to make those "material misrepresentations" in
subsequent securities filings, the agency said.

The SEC said Egan-Jones and Mr. Egan agreed to put in place
internal controls that address the issues raised in the settlement
and in a 2012 annual examination of the firm by the agency's
Office of Credit Ratings, according to the report.

The settlement serves "as a warning to others, to set a precedent
that says, 'Look, this is behavior we don't think is appropriate
and we're going to take appropriate action," Lawrence J. White, a
professor at New York University's Stern School of Business, told
Bloomberg.

Mr. Egan's lawyer, Alan S. Futerfas, said the firm will continue
to issue ratings on sovereign and asset-backed debt. Those ratings
just won't be registered with the SEC, Bloomberg related. Egan-
Jones will consider reregistering with the SEC once the ban is
lifted, Mr. Futerfas said.  "We're hopeful and optimistic that the
settlement won't have impact on the income or reputation of the
business," Mr. Futerfas said.


* Consumer, Corporate Defaults Predicted to Continue Falling
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
disclosed that according to reports from Fitch Ratings and Moody's
Investors Service, lawyers who make their livings from personal
and corporate bankruptcies will have fewer clients this year,

The 1.16 million personal bankruptcies in 2012 were 14.5% fewer
than in 2011 and will decline another 6% to 7% this year, Fitch
said in a report.

On the corporate front, there were seven defaults among non-
financial companies with $9 billion in debt during the fourth
quarter, compared with 16 defaults on $10 billion in junk debt the
year before, Moody's said in a Jan. 22 report.  The junk-debt
default rate ended the fourth quarter at 3.2%, down from 3.6% when
the third quarter ended. Moody's predicts the default rate will
decline further to 3% by the year's end, compared with the 4.5%
average since 1993 and the 14% peak in 2009.

On the consumer side, Fitch said that credit card delinquencies
were down in 2012 even though consumer debt rose 6% year over year
to end November at $2.8 trillion.

The "lion's share" of the increase in consumer debt came from
student loans, Fitch said. The increase results from unemployed
individuals going to school for retraining.  Fitch noted that
student-loan debt ordinarily can't be shed in bankruptcy.

Credit-card chargeoffs fell to 3.98%, the lowest since 2006.  The
chargeoff rate is a 29% improvement over the end of 2011, Fitch
said.  Auto-loan defaults are also at historically low levels,
according to Fitch.

Fitch believes credit-card defaults may be reaching bottom and
return to more normal levels in the last half of 2013.  An
increase in part would result from decisions by lenders to spur
growth by lowering credit standards, Fitch said.


* Starwood to Buy LNR Properties for $1.05 Billion
--------------------------------------------------
The New York Times' DealBook reports that real estate mogul Barry
S. Sternlicht's two companies -- Starwood Capital Group and
Starwood Property Trust -- on Thursday agreed to pay $1.05 billion
for distressed debt manager LNR Property, bolstering their
positions in distressed commercial real estate.

According to the report, the Starwood Capital Group, a private
investment firm, will pay $197 million for LNR's commercial
property group in the United States and a piece of Auction.com.  A
corporate affiliate, Starwood Property Trust, a real estate
investment trust, will pay $856 million for various units,
including loan servicing businesses in the United States and
Europe as well as portfolios of commercial mortgage backed
securities and other assets.

The deal is expected to close in the second quarter.

NY Times says the deal comes at a potentially opportune time in
the industry.  Big banks, particularly in Europe, have been
unloading assets to raise capital and shore up their balance
sheets.  The largest financial institutions in Europe are expected
to sell $78 billion of noncore assets this year, with many
reducing their exposure to real estate, according to a study by
PricewaterhouseCoopers.

NY Times recounts that after the financial crisis, Starwood
Capital and other investors acquired a $4.5 billion real estate
loan portfolio of Corus Bank, which had failed. He also made a run
at Extended Stay Hotels in bankruptcy.


* SEC Names V. Martinez as Office of Market Intelligence Head
-------------------------------------------------------------
Ben Protess, writing for The New York Times' DealBook, reported
that the U.S. Securities and Exchange Commission announced on
Tuesday that Vincente L. Martinez, a veteran of the agency, will
run a powerful unit that culls tips about Wall Street wrongdoing.

The unit, named the Office of Market Intelligence, was a central
feature of the S.E.C.'s makeover in the aftermath of the financial
crisis, the report said. Known at the agency as the "point guard"
of the enforcement division, the office harvests tips, opens
investigations and assigns cases to enforcement lawyers.

"Our Office of Market Intelligence employs next-generation
technology and data analysis to inform and drive our enforcement
effort and priorities in the years to come," the DealBook quoted
Robert Khuzami, the S.E.C.'s enforcement director, as saying.
"Vince has the vision and dedication to lead that effort given his
talent, commitment, and prior service to the S.E.C.," added Mr.
Khuzami, who recently announced that he would leave the agency.

A longtime regulator, Mr. Martinez has close ties to the S.E.C.
and the Office of Market Intelligence, according to the DealBook.
He was an S.E.C. enforcement lawyer for eight years, a tenure that
included a stint as assistant director of the intelligence unit.

Mr. Martinez, the S.E.C. said, will return to the agency next
month, the DealBook related. The S.E.C. poached him from the
Commodity Futures Trading Commission, where he was the first
director of the agency's whistle-blower office.

"I am honored and pleased to rejoin the S.E.C. staff," Mr.
Martinez said in the statement, highlighting the intelligence
unit's "contributions to the protection of investors by further
developing our ability to proactively identify risks and ferret
out misconduct."

The S.E.C.'s enforcement roster is in transition, the DealBook
noted. Mr. Khuzami, who has not yet announced his next step, will
depart in the coming days, according to the report. Mr. Martinez
fills a gap that opened when Thomas A. Sporkin, the inaugural
director of the intelligence division, exited last summer. Mr.
Sporkin built a team of more than 40 former traders, accountants
and securities lawyers who would sift through the hundreds of tips
the agency receives each day. He also collaborated with the
Federal Bureau of Investigation to have agents embedded with the
regulator.  Mr. Sporkin was initially replaced by Lori Walsh, who
became the acting chief of the intelligence unit. Ms. Walsh, the
agency said, will stay on as Mr. Martinez's deputy.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: US$59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there
were approximately 3,500 hedge funds, managing capital of about
$150 billion.  By mid-2006, 9,000 hedge funds were managing $1.2
trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds
with no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a
partnership between the fund managers and the investors."  The
authors then expand upon this definition by explaining what sorts
of investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important
avenue for investors opting to diversify their traditional
portfolios and better control risk" -- an apt characterization
considering their tremendous growth over the last decade.  The
qualifications to join a hedge fund generally include a net worth
in excess of $1 million; thus, funds are for high net-worth
individuals and institutional investors such as foundations, life
insurance companies, endowments, and investment banks.  However,
there are many individuals with net worths below $1 million that
take part in hedge funds by pooling funds in financial entities
that are then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made $1
billion in 1992 by betting against the British pound.
Conversely, the hedge fund Long-Term Capital Management (LTCP)
imploded in 1998, with losses totalling $4.6 billion.
Nonetheless, these are the exceptions rather than the rule, and
the editors offer statistics, studies, and other research showing
that the "volatility of hedge funds is closer to that of bonds
than mutual funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is
low, contrary to common perception.  Investors who have the
necessary capital to invest in a hedge fund or readers who aspire
to join that select club will want to absorb the research,
information, analyses, commentary, and guidance of this unique
book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.



                            *********

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
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Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
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Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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